# Verification record — `jp/houmukyoku/stock-company-establishment-registration-application-public-subscription` v1.0.0 This file is the **source-review record** for this document version, per the [`manual-source-review-v1`](../../../../../practices/manual-source-review-v1.md) 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):** — 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 (, 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):** — 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): — 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 `id`s are the no-board/promoter-only sibling's own `id`s, 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 `id`s 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.