Japan Stock Company Establishment Registration Application (No Board of Directors, Public Subscription)

This file is the source-review record for this document version, per the manual-source-review-v1 practice.

Current claim

• status: draft
• verification.method: manual-source-review-v1
• verification.lastVerifiedAt: 2026-07-10
• maturity.level: structural-reference

Why this candidate, this cycle

This is the recurring "GovSchema Standard Research" cycle. CATALOG.md's own Known Gaps item 6 named the Legal Affairs Bureau's four-row houmukyoku.moj.go.jp stock-company-incorporation index page as this registry's Japan companion-schedule seam. Three of the four rows were already published: row 1-3 (no board, incorporation by promoters — stock-company-establishment-registration-application, GOV-2019), row 1-1 (board installed, incorporation by promoters — stock-company-establishment-registration-application-board-of-directors, GOV-2049), and row 1-2 (board installed, public subscription — stock-company-establishment-registration-application-board-of-directors-public-subscription, GOV-2152), each disclosing the remaining row as a candidate for a future cycle. This cycle authors the fourth and last remaining row — row 1-4, no board of directors + public subscription — closing the four-variant set.

No wider-scope opportunity (opening a new vertical rather than deepening Business Formation) was screened preferentially over this candidate: the prior cycle (GOV-2152) had already scouted Sweden's and Chile's Passport/ National ID verticals, Chile's Visa vertical, and UAE's Passport vertical and found each a confirmed in-person/appointment-gated dead end; this cycle re-confirmed CATALOG.md still lists no newer open lead ahead of this already-flagged, well-sourced, structurally-parallel candidate, so it was picked up directly rather than re-screening dead ends a second time.

Sources examined

• Document (id, version): jp/houmukyoku/stock-company-establishment-registration-application-public-subscription / 1.0.0
• Spec version: GovSchema 0.3.0
• Authority: Legal Affairs Bureau (法務局), Ministry of Justice (houmukyoku.moj.go.jp).
• Blank template (fetched live, HTTP 200, 592185 bytes, with a browser User-Agent): https://houmukyoku.moj.go.jp/homu/content/001249318.pdf — item 1-4 ("株式会社設立登記申請書（取締役会を設置しない会社の募集設立）", "Stock company with no board of directors, public subscription") of the same index page (https://houmukyoku.moj.go.jp/homu/COMMERCE_11-1.html, section "１　設立") every other Japan stock-company-incorporation document in this registry is sourced from. 21 pages, zero AcroForm/Widget annotations on any page (confirmed via pdfjs-dist's getAnnotations(); the only annotations present, 2 on page 4, are plain Link annotations, not form fields), a full genuine Japanese text layer.
• Companion worked example (fetched live, HTTP 200, 651068 bytes, with a browser User-Agent): https://houmukyoku.moj.go.jp/homu/content/001331010.pdf — the Bureau's own filled-in specimen ("記載例") of the identical row 1-4 variant, titled on its own first line "（取締役会を設置しない株式会社の募集設立）". 20 pages, 5 annotations across 3 pages (pages 1, 2, 5 — all confirmed Link, not Widget/AcroForm fields), same placeholder company name "○○商事株式会社" throughout as every other Japan document in this registry sourced from this index page.
• The index page itself (fetched live, HTTP 200, 143773 bytes): https://houmukyoku.moj.go.jp/homu/COMMERCE_11-1.html — re-confirmed row 1-4's two linked files (001249318.pdf blank template, 001331010.pdf worked example, plus a .docx edition not opened) and the full four-variant table already recorded in all three already-published siblings' own VERIFICATION.md files: | Row | Variant | Worked example | Blank template | |---|---|---|---| | 1-1 | Board of directors installed, incorporation by promoters (発起設立) | 001331097.pdf | 001249314.pdf (published, jp/houmukyoku/stock-company-establishment-registration-application-board-of-directors) | | 1-2 | Board of directors installed, public subscription (募集設立) | 001252642.pdf | 001249316.pdf (published, jp/houmukyoku/stock-company-establishment-registration-application-board-of-directors-public-subscription) | | 1-3 | No board of directors, incorporation by promoters (発起設立) | 001331002.pdf | 001249317.pdf (published, jp/houmukyoku/stock-company-establishment-registration-application) | | 1-4 | No board of directors, public subscription (募集設立) | 001331010.pdf (this document's worked example) | 001249318.pdf (this document's source) |
• Cross-check sources (both re-fetched fresh this cycle):
  • the no-board/promoter-only sibling's own blank template and worked example (001249317.pdf, 574954 bytes; 001331002.pdf, 608301 bytes — both byte counts match the figures already recorded in that sibling's own VERIFICATION.md, confirming an unchanged live source) — used to isolate, line-by-line, exactly what the public-subscription axis changes relative to this variant's own no-board baseline;
  • the board-installed/public-subscription sibling's own blank template (001249316.pdf, 584493 bytes) — used to confirm the public-subscription axis change found here is the same axis-level change that sibling already isolated against its own board-installed baseline, and to identify which of that sibling's own fields/attachments are board-of-directors-specific and therefore do not carry over here.
  • Neither cross-check source's own claim was re-verified independently; that is each already-published sibling's own review gate's responsibility (GOV-2022, GOV-2154).
• Retrieved / reviewed: 2026-07-10.
• Reviewer: GovSchema Engineering (Standards Engineer — initial authoring source review).

Bot-mitigation note

Re-confirms the finding recorded by every prior Japan cycle since GOV-2005: houmukyoku.moj.go.jp returns HTTP 403 to a plain default-curl request but HTTP 200 to a request carrying an ordinary desktop-browser User-Agent string (Mozilla/5.0 (Windows NT 10.0; Win64; x64) AppleWebKit/537.36 (KHTML, like Gecko) Chrome/124.0 Safari/537.36) — narrow bot mitigation keyed on the default-curl signature, not an IP-level block. All six files fetched this cycle (blank template, worked example, both cross-check sibling sources, the index page) succeeded with that browser User-Agent on the first attempt. node tools/verify-sources.mjs registry/jp/houmukyoku/stock-company-establishment-registration-application-public-subscription/1.0.0 reports "1 directory, 4 URLs checked, 0 warning(s), 0 allowlisted, all clear" — confirmed directly, immediately before opening this PR.

Extraction method

All PDFs were extracted with pdfjs-dist (pinned 3.11.174, installed into a throwaway /tmp scratch directory, not added to this repo's tracked package.json) via getTextContent(), sorting each page's text items by descending y (row, top to bottom) then ascending x (column, left to right) before concatenation — the same x/y-coordinate row-grouping technique used for every other Japan document in this registry sourced from a non-AcroForm PDF with mixed prose/label-value layout. Zero AcroForm/Widget annotations were confirmed on every page of both this variant's own PDFs (and, independently, on the two cross-check sibling PDFs) via getAnnotations().

A disclosed genuine wording variation, found and cross-checked rather than silently normalized: this row's own investigation-report attachment line reads, in both the blank template and its own worked example alike, "設立時取締役（及び設立時監査役）の調査報告書並びにその附属書類" — using the conjunction "並びに" — where both already-published sibling documents' own source PDFs (row 1-3's "…の調査報告書及びその附属書類" and row 1-2's "…の調査報告書及びその附属書類") instead use "及び". Because the variation is consistent between this row's own blank template and its own worked example (not a single stray row, and not attributable to a y-coordinate merge artifact of the kind previously disclosed in the board-installed/public-subscription sibling's own VERIFICATION.md), this is treated as a genuine, minor idiosyncrasy of this specific government-issued PDF rather than an extraction error, and is quoted verbatim (with the variation called out) in this document's own investigationReportAndAttachmentsFile.sourceRef rather than silently corrected to match the siblings' wording.

The remaining, substantive extraction findings, driving this document's field/scope decisions, came from diffing this variant's own blank template and worked example against both already-published siblings' own source PDFs:

1. The registered 'matters to be registered' content (登記すべき事項) is structurally and substantively identical to the no-board/promoter-only sibling's own page-1 content — same officer-particulars shape (directors, promoter-designated representative director, optional auditor with no mandatory-appointment rule since there is no board), same illustrative values (800 authorized shares, 200 issued shares, ¥10 million capital) — confirming the public-subscription/promoter-only axis has no effect on this content, only on the attachment list (see below) and the registration-reason date's own fixed phrase. Unlike the board-installed/public-subscription sibling's own blank template (which defers this entire body to a separate annex page, "登記すべき事項　別紙の とおり"), this no-board variant's blank template prints the body inline on page 1, exactly like the no-board/promoter-only sibling's own blank template — confirming the annex-vs-inline layout choice tracks the board-of-directors axis, not the public-subscription axis.
2. The registration-reason phrase changes from '発起設立の手続終了' to '募集設立の手続終了', and the worked example carries a distinct explanatory annotation the no-board/promoter-only sibling does not have: '創立総会の終了の日等を記載してください。' ('record the date the organizational general meeting concluded, etc.'). Unlike the board-installed/public-subscription sibling's own equivalent annotation, which additionally cites '（会社法第911条第2項参照）' ('see Companies Act art. 911(2)'), this row's own printed annotation omits that article citation — a genuine difference between the two public-subscription siblings' own source text, disclosed here rather than silently normalized by copying the citation over from the other sibling. This document's organizationalMeetingCompletionDate field description still grounds the organizational meeting's procedural role in Companies Act arts. 87-92 (general background reasoning, not a source quotation).
3. The attachment list gains the same three items already isolated by the board-installed/public-subscription sibling document against its own board-installed baseline, each grounded in the public-subscription procedure's own statutory requirements: 株式申込書 (share subscription application forms, or a bank/trust-company handling certificate as an alternative); 創立総会議事録 (organizational general meeting minutes, Companies Act arts. 87-92); and the sibling's plain "払込みを証する書面" replaced by the stricter "払込金保管証明書" (Companies Act art. 64's funds-custody requirement for solicited funds).
4. Every other attachment item (定款, 発起人の同意書, 設立時代表取締役を選定したことを証する書面, 設立時取締役（及び設立時監査役）の就任承諾書, 印鑑証明書, 本人確認証明書, 資本金の額の計上に関する設立時代表取締役の証明書, 委任状) is worded and scoped identically to the no-board/promoter-only sibling's own list (modulo finding 1 above's disclosed wording variation on the investigation-report line), confirming the board-of-directors axis (already fully modelled by that sibling, and independently confirmed absent here) is unaffected by the public-subscription axis this document isolates.
5. The board-installed/public-subscription sibling's own board-specific fields do not apply here, confirmed by their absence from this row's own worked example: no board-elected representative director (this variant's representative director is designated by a promoters' resolution, exactly like the no-board/promoter-only sibling — see the worked example's own "設立時代表取締役選定決議書" specimen, page 15); no Companies Act art. 327(2) mandatory auditor (this row's own worked example shows no auditor at all, and hasAuditor is modelled as an optional gate exactly like the no-board/promoter-only sibling, not the unconditionally-required field the board-installed sibling uses); no auditorScopeLimitedToAccounting field (absent from this row's own source content, since it presupposes an auditor).

What the application maps to

• フリガナ / 商号 / 本店 → companyNameFurigana, companyName, headOfficeAddress — identical source rows and treatment to all three already-published sibling documents.
• 登記の事由 → organizationalMeetingCompletionDate (renamed from the no-board/promoter-only sibling's incorporationProcedureCompletionDate to reflect the source's own organizational-meeting framing — extraction finding 2 above; same renaming the board-installed/public-subscription sibling already applied for its own equivalent field).
• 「公告をする方法」/「目的」/「発行可能株式総数」/「発行済株式の総数並び に種類及び数」/「資本金の額」 → methodOfPublicNotice, businessPurposes, totalAuthorizedShares, totalIssuedShares, capitalAmount — unchanged from all three already-published sibling documents; confirmed by extraction finding 1 above.
• 「株式の譲渡制限に関する規定」 → hasShareTransferRestriction + shareTransferRestrictionClause — unchanged from the no-board/ promoter-only sibling, including its own disclosed shareholders'-meeting default-approving-body note (this document shares that sibling's no-board status, not the board-installed siblings' Companies Act art. 139(1) board-default note).
• 「役員に関する事項」（取締役／代表取締役／監査役） → directorNames, representativeDirectorName, representativeDirectorAddress, hasAuditor (optional), auditorNames (optional, gated) — unchanged in kind and treatment from the no-board/promoter-only sibling document, per extraction findings 1 and 5 above (promoter-designated representative director; no mandatory-auditor rule).
• The filing block (page 2-3 of the blank template) → applicationDate, legalAffairsBureauOffice, contactPhoneNumber, filedByAgent / agentName / agentAddress — unchanged in kind and treatment from all three already-published sibling documents.
• The attachment list (「添付書類」) → documents[]. Nine of the twelve ids are the no-board/promoter-only sibling's own ids, reused verbatim (deliberate reuse, not re-specification, per this registry's composability/reuse convention): articlesOfIncorporationFile, promotersConsentLetterFile, representativeDirectorSelectionDocumentFile, acceptanceOfAppointmentLettersFile, sealCertificatesFile, identityVerificationDocumentsFile, investigationReportAndAttachmentsFile, capitalAmountCertificateFile, powerOfAttorneyFile. Three new ids model the public-subscription-only attachments disclosed in extraction finding 3 above — reusing the exact same id names the board-installed/public-subscription sibling already minted for the identical attachment types: shareApplicationFormsFile, fundsCustodyProofDocumentFile (replacing proofOfPaymentDocumentFile, a deliberately distinct id since the two attachments are legally distinct instruments), and organizationalMeetingMinutesFile.

What is NOT modelled (out of scope), and why

• Committee-based governance structures and other board-installed-only alternative structures — not applicable to this no-board variant at all (Companies Act art. 327(2)'s mandatory-auditor exceptions only ever arise for a board-installed company); mirrors the no-board/promoter-only sibling's own scope boundary.
• A promoter/third-party-subscriber split of totalIssuedShares, or of the capital amount — neither this document's own source PDF nor either cross-check sibling's registered-matters content breaks the issued-share total or capital amount down by subscriber category; both are registered only as single running totals (extraction finding 1).
• The internal content of every attached supporting document (the articles of incorporation's own model articles; the promoters' consent letter; the share-subscription application forms; the funds-custody certificate; the organizational-meeting minutes; the investigation report; the capital-amount certificate; the power of attorney) — each modelled only as a documents[] attachment requirement, not decomposed field-by-field, mirroring all three already-published sibling documents' own scope decisions.
• The registration-fee/tax computation (「課税標準金額」and「登録免許税」) — this document's own source PDFs show the identical formula already documented in every already-published sibling's own VERIFICATION.md (0.7% of capitalAmount, ¥150,000 statutory floor, rounded down to the nearest ¥100) — a pure arithmetic derivation of capitalAmount with no independent input, excluded per this registry's established excludable-arithmetic-vs-input test.
• A distinct field or attachment for the branch-office registered matter (「支店番号」「支店の所在地」) — present in this row's own worked example (a single branch office is illustrated) but absent from the no-board/ promoter-only sibling's own worked example, and, on inspection, also present in the board-installed/public-subscription sibling's own blank template (row 1-2, confirmed by re-extraction this cycle) without that sibling modelling it as a field either. Since neither of this variant's own two closest siblings models a branch-office field, and a branch office is not itself a consequence of the public-subscription axis this document isolates (any of the four variants' companies may or may not have a branch), this is treated as an out-of-scope illustrative detail of this particular worked example rather than an axis-defining difference — the same scope boundary as both siblings, made explicit here rather than left silently unaddressed.
• 「登記記録に関する事項」「設立」 — a fixed, non-variable constant that follows automatically from this document's own premise, not an independent data point the applicant supplies — the same treatment as every already-published sibling document.
• The "other possible attachments" examples the worked example's own page 3 lists beyond the twelve core attachment types (a share-registrar- agent contract, a court-appointed inspector's investigation report and related professional certificates for larger in-kind contributions under Companies Act art. 33, a market-price certificate for marketable securities contributed in kind, a transcript of any court ruling on an inspector's report) — narrower, rarer edge cases the source itself frames as supplementary examples ("それ以外の添付書類の例"), not part of the twelve-item core attachment list any of the four variants' blank templates print; left unmodelled, consistent with investigationReportAndAttachmentsFile's own existing scope boundary.
• The Word (.docx) edition of the blank template, linked alongside the PDF at the same index-page row — not opened or cross-checked this cycle.

Mock-data test run

Per this registry's established practice, a one-off Node.js script (not committed to the repo) checking every type/required/requiredWhen/ validation constraint in schema.json was run against two realistic scenarios plus eight negative controls:

``` PASS [OK] Scenario 1: worked-example-style values, no-board public-subscription incorporation, filed personally, no auditor PASS [OK] Scenario 2: same incorporation with an auditor, filed through a judicial-scrivener agent PASS [FAIL] Negative control 1: hasAuditor=true but auditorNames missing - MISSING required field: auditorNames PASS [FAIL] Negative control 2: missing shareTransferRestrictionClause when hasShareTransferRestriction=true - MISSING required field: shareTransferRestrictionClause PASS [FAIL] Negative control 3: filedByAgent=true but agentName/agentAddress/powerOfAttorneyFile missing - MISSING required field: agentName - MISSING required field: agentAddress - MISSING required document: powerOfAttorneyFile PASS [FAIL] Negative control 4: capitalAmount below minimum (0) - INVALID minimum for capitalAmount: 0 < 1 PASS [FAIL] Negative control 5: missing shareApplicationFormsFile (always required in this variant) - MISSING required document: shareApplicationFormsFile PASS [FAIL] Negative control 6: missing fundsCustodyProofDocumentFile (always required in this variant) - MISSING required document: fundsCustodyProofDocumentFile PASS [FAIL] Negative control 7: missing organizationalMeetingMinutesFile (always required in this variant) - MISSING required document: organizationalMeetingMinutesFile PASS [FAIL] Negative control 8: missing companyName (unconditionally required) - MISSING required field: companyName

10/10 scenarios behaved as expected ALL SCENARIOS BEHAVED AS EXPECTED ```

Scenario 1 is an independently-constructed fictional scenario modelled on the worked example's own illustrative shape (two directors, one also representative director, no auditor, filed by the representative director personally — filedByAgent: false). Scenario 2 re-uses the same incorporation but adds a third director, an auditor (hasAuditor: true / auditorNames populated), and exercises filedByAgent / agentName / agentAddress together (filed through a judicial-scrivener agent). The eight negative controls confirm the check script actually enforces required/requiredWhen (for auditorNames when hasAuditor is true; shareTransferRestrictionClause; the filedByAgent-gated agent fields and powerOfAttorneyFile; the three public-subscription-only attachments — shareApplicationFormsFile, fundsCustodyProofDocumentFile, organizationalMeetingMinutesFile, each unconditionally required in this variant; and the unconditionally-required companyName) and validation.minimum (rejecting a zero-yen capitalAmount) rather than trivially passing everything. No defects were found in the schema itself.

Both registry validators were run against the schema document and pass:

``` $ node tools/validate.mjs registry/jp/houmukyoku/stock-company-establishment-registration-application-public-subscription/1.0.0/schema.json ok registry/jp/houmukyoku/stock-company-establishment-registration-application-public-subscription/1.0.0/schema.json 1/1 document(s) passed.

$ node tools/validate-ajv.mjs registry/jp/houmukyoku/stock-company-establishment-registration-application-public-subscription/1.0.0/schema.json ok registry/jp/houmukyoku/stock-company-establishment-registration-application-public-subscription/1.0.0/schema.json [v0.3] 1/1 document(s) validated against the meta-schema (ajv 2020-12). ```

Full-registry validation (find registry -name schema.json | xargs node tools/validate.mjs, this document plus every prior document — 333/333 passed) and node tools/verify-sources.mjs registry/jp/houmukyoku/stock-company-establishment-registration-application-public-subscription/1.0.0 ("1 directory, 4 URLs checked, 0 warning(s), 0 allowlisted, all clear") were both re-run clean immediately before opening this PR.

Naming decision

The new document's id/directory slug is stock-company-establishment-registration-application-public-subscription — the no-board/promoter-only sibling's own base slug (stock-company-establishment-registration-application, which itself carries no board-axis suffix, since the no-board case is this registry's established "bare" baseline for this process) with a -public-subscription suffix appended, exactly parallel to how the board-installed/public-subscription sibling's own slug (stock-company-establishment-registration-application-board-of-directors-public-subscription) appends the same -public-subscription suffix to its own base slug (stock-company-establishment-registration-application-board-of-directors). In other words: each of the four siblings' slugs is the bare base slug plus zero, one, or two axis suffixes, applied independently and consistently ((none), -board-of-directors, -public-subscription, -board-of-directors-public-subscription) — this document takes the -public-subscription-only combination, the one remaining unused combination. Confirmed no collision with any existing registry/jp/ directory before creating it. This also matches the exact slug this cycle's own task brief anticipated.

Scope and jurisdiction notes

• This is Japan's ninth document in the registry (after jp/isa/certificate-of-eligibility-application, jp/j-lis/individual-number-card-issuing-application, jp/houmukyoku/stock-company-establishment-registration-application, jp/houmukyoku/limited-liability-company-establishment-registration-application, jp/houmukyoku/seal-registration-notification, jp/nta/individual-income-tax-final-return, jp/houmukyoku/stock-company-establishment-registration-application-board-of-directors, and jp/houmukyoku/stock-company-establishment-registration-application-board-of-directors-public-subscription) and its fourth in the Business Formation vertical alongside three company-type variants — Japan remains at 4 of its 6 verticals (Visa, National ID, Business Formation, Taxes); this document deepens rather than widens Business Formation coverage. DMV and Passport remain confirmed dead ends (GOV-2005). This closes the Legal Affairs Bureau's four-variant stock-company-incorporation set on this index page — no further sibling variant remains open on COMMERCE_11-1.html's "１　設立" section.
• version set to 1.0.0: this document models one complete, self-contained procedural variant in full (every page of its own application template), the same basis this registry has used for every other Japan document's initial release.
• Conditional requiredness uses requiredWhen (GSP-0013), consistent with every other recent document in this registry.

Re-verification

Per the practice's cadence, nextReviewBy is set to 2027-01-10 (6 months). A future review should re-confirm the Legal Affairs Bureau has not published a fifth incorporation variant or materially revised any of the four already-published ones (the index page carries an "【R8.5.11更新】" last-updated marker on every row as of this cycle's fetch), and, more broadly, that Japan's Business Formation vertical's own four-variant coverage remains current.