最新情報
最新のニュース
2025
While some firms are withdrawing, others are adapting and investing.
At LPA Law, our long-standing presence in Hong Kong, China, Japan and Singapore, now reinforced by the integration of APFL Partners in Vietnam, reflects a clear strategic conviction: Asia remains a key region for our growth and for supporting our clients’ ambitions.
In contrast to certain international firms that have scaled back operations in Asia amid recent geopolitical and public health disruptions, we have chosen a different path, marked by:
- The steady and continued presence of our teams throughout challenging times
- Stronger ties with local partners
- The development of synergies through cross-practice expertise
- Support for cross-border projects linking Europe, Asia and Africa
- Independent governance as a foundation for strategic freedom.
This long-term vision, rooted in agility and proximity, enables LPA Law, with its 50 multicultural, multilingual lawyers across six major Asian cities (Hong Kong, Shanghai, Tokyo, Singapore, Hanoi and Ho Chi Minh City), to combine in-depth local expertise with global perspective, guiding clients through a complex yet opportunity-rich environment.
Thank you to Juristes_associés for delving these important issues in its feature “Quelle stratégie pour les cabinets d’avocats en Asie ?”, published on 6 June, and to our partners ラファエル ショントロ, リヨネル ヴァンサン, Arnaud Bourrut-Lacouture and Antoine Logeay for sharing their insights.
Click こちら to read the full article.
As Managing Partner of LPA Tokyo and board member of the French Chamber of Commerce and Industry in Japan (CCIFJ), Lionel Vincent had the honour of representing the Chamber at the 𝗞𝘆𝗼𝘁𝗼 𝗧𝗲𝗰𝗵𝗻𝗶𝗰𝗮𝗹 𝗧𝗼𝘂𝗿 organised on 9 June by METI and Kyoto City, in collaboration with the G7 Chambers of Commerce in Japan.
This high-level visit offered participants a deep dive into Kyoto’s “𝗞𝘆𝗼-𝗪𝗼𝗿𝗸𝗶𝗻𝗴” initiative, a strategic effort to enhance the city’s attractiveness for foreign direct investment and international talent.
The programme included visits to leading companies such as Omron, Shimadzu, and Arkema’s research centre, as well as the dynamic Kyoto Research Park, home to over 550 companies.
It was also an opportunity to meet five innovative startups, several of which are actively seeking French business partners – a promising avenue for future collaboration.
We were especially pleased to engage with the City of Kyoto, now a proud member of the CCIFJ.
A warm thank you to the organisers and fellow participants from the G7Chambers for such a rich and forward-looking exchange!
Introduction
The Act on the Protection of Personal Information (Act No. 57 of 30 May 2003 – the “APPI”) is the main law regulating data privacy in Japan. It applies to all business operators (natural persons or legal entities) located in Japan that handle personal information, with the purpose to strike a balance between the protection of the rights and interests of individuals and the use of personal information.
Originally enacted in 2003, the APPI has been subject to several amendments pursuant to the so-called ‘triennal review’ provisions added in 2015, which provide a reform procedure every 3 year to adapt the APPI to the significant progress in information and communication technology.
Accordingly, the Personal Information Protection Commission (“PPC”) is preparing for the next amendment to the APPI expected to be finalized in 2025. Following the release of the interim report on 27 June 2024 and a public consultation phase, the PPC has released on 5 March 2025 the “Proposal for an approach to the system issues surrounding the Personal Information Protection Act” (the “Proposal Draft”) which may have a substantial impact on businesses handling personal data.
Being noted that, as the Proposal Draft only reflects regulatory intentions, it is not legally binding at this stage. The timeline for the finalization and enforcement of the amendments to the APPI has not yet been officially confirmed.
Key issues and proposals
The Proposal Draft aims to address three key main issues as identified in the interim report, 1) tailoring consent requirements based on the nature of the individual or the intended use of data, 2) mitigating risks associated with biometric data collection, and 3) ensuring effective compliance with the APPI; all without hindering innovation or progress.
- Tailoring consent requirements to individuals or data use
The PPC proposes a more flexible framework for obtaining consent, this requirement being either tightened or relaxed depending on the context of data collection and characteristics of data subjects.
As the APPI does not currently contain any provision in relation to the processing of information of children, guidelines regarding the APPI generally provide that, in circumstances where consent is required for the processing of personal data of minors aged 12 to 15, such as in cases involving the use of personal data for purposes beyond those originally specified, the collection of sensitive personal information, or the provision of such data to third parties, consent should be obtained from a legal representative or other duly authorized guardian. However, such guidance remains merely advisory in nature and may not, in and of itself, constitute a sufficient or comprehensive legal basis for compliance.
Therefore, the PPC discusses introducing specific rules for such children under age of 16. It is proposed that, where consent is required, it would need to be obtained from the legal guardian. It is also considered granting minors (or their guardians) the right to request suspension of data use, even if no unlawful processing has occurred. Businesses would further be required to act in the best interest of the child when handling such data, and guardians must do the same when granting consent. In light of the vulnerability of children and past incidents involving serious breaches of children’s personal information, consideration is also being given to strengthening the obligations of businesses to implement appropriate security control measures.
At the same time, the PPC suggests to allow personal data to be processed or shared with third parties without individual consent (and therefore, no longer require it) when (i) data is used solely for statistical purposes or general-purpose analysis (i.e., for AI training), (ii) data is shared for the fulfillment of a contract or in situations where such use clearly aligns with the individual’s intent (for example, hotel booking intermediaries or international fund transfers) and (iii) data is used for public health or medical and scientific research. Overall, the idea is to relax consent requirements when it is used for research purposes and/or is very unlikely to infringe individual rights. In any case, such exemptions would be subject to strict safeguards, such as prior disclosure of processing purposes, contractual limitations, and prohibiting further use or onward transfer.
In extension, the Proposal Draft considers exempting businesses from immediate reporting of personal data breaches in low-risk cases (especially when only one individual is affected or when internal identifiers are leaked), particularly if the business has obtained certification from a third party attesting to adequate security safeguards.
- Mitigating risks associated with biometric data collection
With the development of AI-powered cameras and facial recognition technologies, the Proposal Draft highlights the need to reinforce the legal framework applicable to facial feature data as it holds high privacy sensitivity due to its permanence and ease of collection without the individual’s knowledge. It is envisioned that the term “facial feature data” would be defined as information extracted from the structure of the face, skin tone, and the position and shape of facial components such as the eyes, nose, and mouth, which enables the identification of an individual through devices or software designed for that purpose. It should be noted that ordinary facial photographs would not fall under the definition of “facial feature data.”
With that in mind, key proposals include:
- requiring businesses to disclose detailed information on the use of facial feature data such as purpose of use, data collection methods, and how individuals can request suspension of processing;
- prohibiting the third-party transfer of facial feature data under the opt-out model as provided for by the APPI; and
- allowing individuals to request suspension of use, even if the data was lawfully obtained.
- Ensuring effective compliance with the APPI
The third issue identified through the review process of the APPI is the need for a better response to system or large-scale violations, both before and after such violations occur.
In the light of this, the PPC aims to first ensure the effectiveness of recommendations and orders, suggesting that emergency orders may be issued before a violation results in actual harm if there is a clear risk of significant infringement. The PPC also suggested to provide legal basis for, when a business fails to comply with an order, the PPC may be authorized to request cooperation from third parties, such as hosting providers or search engines to suspend access to services that facilitate continued non-compliant data processing.
In addition, it is considered to create a ‘surcharge system’, a new administrative fine system targeting serious or large-scale violations such as unlawful data transfers for economic gain or major data breaches. Under the APPI, administrative supervisory authorities over personal information handling business operators that have committed violations of the law include the authority to issue guidance and advice, recommendation, and orders. However, if a violating business operator discontinues the unlawful conduct after receiving a recommendation or order, no penalties will be imposed. Consequently, the operator may retain the economic benefits gained from the violation without facing any punitive consequences.
Therefore, the PPC suggested that the fine amount should be equal to the financial benefit obtained from the use of personal data in violation of the APPI, by multiplying for instance the sales by a certain rate, keeping in mind that this should not cause excessive loss either. To be noted that the PPC maintained this proposal although strong opposition has been expressed at hearings by stake holders at the relevant organizations following the publication of the interim report.
Another key proposition comes from the realisation that it is, in practice, complicated (not to say impossible) for victims of violation of the APPI to obtain rightful compensation, for reasons relating to proof or the amount of damages per victim. To address this issue, the PPC considers the introduction of an injunction mechanism allowing certified consumer organizations to request the cessation of unlawful processing practices. A collective damage recovery system is also under review, to enable compensation for data subjects in cases of mass data leaks.
Impact on businesses
Based on the content of the Proposal Draft, businesses who process such personal data are advised to review their internal systems to assess whether they may benefit from the relaxation of consent requirements and reporting obligations, and to prepare to amend the rules related to the processing of biometric data and children’ personal information, that are very likely to be enhanced. More specifically, it is necessary to examine whether the services collecting personal information are directed at individuals under the age of 16, to ensure that users are properly notified of the purposes of use, to review the methods by which consent is obtained, and to assess the design of personal information input interfaces and terms of use.
As additional requirements may be placed on businesses depending on future discussions or public comments to the Proposal Draft, it is recommended to closely monitor what kind of impact these changes will have, even prior to formal amendment of the law, and to consider establish an internal system to ensure alignment with the possible new rules.
村上 愛実 | Shahzel Asghar
As part of our ongoing efforts to strengthen collaboration across our offices, Lionel Vincent, Managing Partner of LPA Tokyo, was in Paris to attend the International Days of the firm alongside LPA Law Teams. LPA Law representatives from our offices around the world actively participated in insightful exchanges, reinforcing our commitment to delivering seamless international support to our clients.
We pooled our expertise and shared our experiences, reinforcing our commitment to providing our clients with ever more tailored, innovative solutions aligned with their ambitions. These working sessions allowed us to deepen our understanding of their international challenges, align our visions, and leverage our local expertise to deliver seamless global solutions.
Beyond work, these days were also enriched by informal exchanges between our teams and clients – essential moments to enhance our understanding of the challenges they face and strengthen our trusted relationships. On this occasion, we had the honor of welcoming Jean-Marc Sylvestre who shared his analysis of major global economic balances and the challenges to be addressed between Asia, Europe, and the United States.
Our international network is much more than just a geographical presence; it is a living, dynamic force driven by a shared vision and a constantly renewed commitment to supporting our clients in their international projects.
A huge thank you to all our teams!
The LPA Law network is continuing its expansion in Asia with the integration of Vietnam-based law firm APFL Partners Vietnam LLC, strengthening its position as the leading Francophone legal group in the region. This addition brings together six boutique international law firms under the LPA Law network, further enhancing its footprint across key Asian markets.
As part of Japan’s ongoing efforts to create an environment in which both men and women can successfully balance their professional responsibilities with childcare and caregiving duties, important amendments to the Act on Childcare Leave and Caregiver Leave and the Act on Advancement of Measures to Support Raising Next-Generation Children will come into effect in two phases, on 1 April 2025 and 1 October 2025.
These amendments are aimed at enhancing flexibility in work arrangements, increasing transparency regarding childcare leave utilization, and strengthening employer obligations to support workers who are pregnant, raising children, or caring for family members. Below are the main amendments to the regulations.
- Key amendments effective 1 April 2025
- Expansion of Overtime Exemption: Employees who are caring for children aged three up to school age will now be exempt from overtime work upon request, extending a measure previously limited to employees with children under three.
- Broadening the scope of days off for sick child: Days off for a sick child historically focused on direct caregiving (for example, caring for a sick child), will now be expanded to cover additional activities such as attending school events or caring for a child when school is closed due to infectious diseases. In addition, employers will no longer be able to exclude employees with less than six months of seniority from this system through the conclusion of a Labor Management Agreement anymore. These measures will also be extended to employees having children up to the third year of elementary school, (previously limited to employees with children below school age).
- Mandatory disclosure of childcare leave utilization (for employers with more than 300 employees): Larger employers will be required to publicly disclose their rates of childcare leave utilization. This measure aims to promote greater corporate accountability, encouraging companies to foster supportive and family-friendly work environments.
- Enhanced measures to prevent caregiving-related resignations: To ensure that caregiving leave and support systems can be accessed smoothly and without hesitation, employers will be required to implement at least one of the following measures:
- Conduct training: Offer training sessions on caregiving leave and related support systems to ensure that both employees and managers understand available options.
- Establish a consultation framework: Set up a dedicated consultation desk or similar support structure to handle inquiries and guide employees through the process of applying for caregiving leave or utilizing caregiving support measures.
- Provide examples of utilization: Collect and share examples of employees who have successfully taken caregiving leave or made use of caregiving support measures. Real-life cases can help normalize leave-taking and reassure employees considering their options.
- Communicate a supportive policy: Publicize internal policies that encourage the use of caregiving leave and support systems, ensuring that all employees are aware of the company’s stance and feel supported.
In addition, employers will need to provide individualized notification, guidance, and support measures for employees who are caring for family members. This includes supplying information on available resources and implementing work environment improvements (such as work from home arrangements) to help employees continue working while fulfilling caregiving responsibilities.
- Key amendments effective 1 October 2025
- Flexible work arrangements and individual consultations: Employers must choose at least two out of the following five measures and make them available to eligible employees:
- adjusting start times or other scheduling arrangements
- telework or remote working opportunities (at least 10 days per month)
- on-site childcare facilities or other childcare support initiatives
- additional child rearing support leave (at least 10 days per year)
- shorter working hours system
Employers will also be required to proactively engage with employees, consulting with them individually to determine suitable arrangements.
2. Mandatory consideration for pregnant employees and new parents: Upon notification of pregnancy or childbirth, employers must engage in good-faith discussions with affected employees and take reasonable steps to accommodate their childcare responsibilities.
Looking ahead
These changes underscore a growing recognition of the importance of work-life balance and support for employees with family obligations. Employers should begin reviewing their current policies, procedures, and internal communication strategies to ensure compliance with the new requirements by the respective implementation dates.
Last week, リヨネル ヴァンサン, Managing Partner at LPA Tokyo, had the privilege of speaking at the Breakfast Talk: Doing Business in Japan, held in Singapore and organized by the French Chamber of Commerce in Singapore (FCCS).
This event provided a fantastic platform for meaningful discussions on Japan’s economic landscape, market potential, and attractiveness for foreign investors. Esteemed speakers included Jeff Ng, Director, Head of Asia Macro Strategy at Sumitomo Mitsui Banking Corporation (SMBC) Group; Hélène Burger, Head of International Cooperation & Sustainability APAC at Airbus; Nicolas Bonnardel, General Manager of the French Chamber of Commerce and Industry in Japan; alongside Lionel Vincent.
Japan offers a stable and lucrative market with stringent quality standards, making it a key entry point into the Asian region. Companies that effectively adapt to its business and regulatory environment can unlock significant long-term opportunities.
Here are key takeaways from the discussion:
- Asia’s Economic Landscape: Speakers addressed the challenges of trade shifts and geopolitical uncertainties, particularly in light of U.S. protectionist policies and their impact on lobal trade and inflation.
- Japan’s investment appeal: Japan remains a top destination for foreign investment, thanks to its strong egal framework, stable tax policies, advanced infrastructure, dynamic market, and highly skilled workforce.
- Market opportunities: Various industries – including consumer goods, aerospace, automotive, energy, healthcare, and technology — offer strong growth potential. Japan’s high purchasing power and demand for premium-quality products further enhance its attractiveness.
- Navigating cultural considerations: Patience, punctuality, and perseverance are essential for success in Japan. Building trust and maintaining a strong reputation are key in business relationships. While cultural differences, regulatory complexities, and transportation costs can pose challenges, they can be managed with the right market approach.
Thank you French Chamber of Commerce in Singapore (FCCS) for this opportunity, panelists for such an inspiring event, and to all attendees for your presence!
尾家 康介, attorney-at-law in Japan and partner at LPA Tokyo, has been appointed as Director of the Office of International Affairs at the JFBA as of January 2025.
In addition to advising international businesses on dispute resolution and regulatory matters, Kosuke has made a significant impact by serving the international community in Japan. He has represented individuals in cases involving labor law, immigration, family law, and criminal matters, while also advocating for the rights of migrant workers and asylum seekers.
Kosuke has worked closely with bar associations, NGOs, and international organizations to champion human rights. He is a member of the International Human Rights Committee at the JFBA and has previously chaired the Tokyo Bar Association’s Committee on the Rights of Foreign Nationals. He also collaborates with the Japan Legal Support Center’s International Affairs Office and is a special researcher at the International Movement against All Forms of Discrimination and Racism (IMADR).
In his new role, Kosuke will continue to strengthen the JFBA’s international ties by collaborating with foreign bars, including the Barreau de Paris and the Conseil national des Barreaux, while representing Japan at key international legal events such as the IBA and UIA conferences.
Please join us in congratulating Kosuke on this well-deserved appointment!
𝗕𝗼𝗻𝗷𝗼𝘂𝗿 𝗠𝗮𝘁𝘀𝘂𝗲
LPA Tokyo, represented by リヨネル ヴァンサン, Managing Partner, is honored to participate in “Bonjour Matsue”, an inbound tourism promotion event organized by the Chugoku Bureau of Economy, Trade and Industry and Matsue City, in collaboration with French Chamber of Commerce and Industry in Japan, on February 13th.
The event will showcase the charm and magic of Matsue, with a special talk featuring Lionel Vincent and Akihito Uesada, Mayor of Matsue.
Participants will have the unique opportunity to experience Matsue’s historic teaculture, traditional Japaneseconfectionery, and other captivating cultural highlights.
This is an event not to be missed!
📅 Date: February 13th 2025
2024
LPA Tokyo advised Ciel & Terre, a French pioneer in floating solar power, in the sale of 18.6 MWp floating solar portfolio in Japan to Shizen Energy, a global renewable energy developer, and SMFL MIRAI Partners, a leading company in the real estate business and environmental and energy business fields.
The portfolio consists of 12 operational floating solar assets under Feed-in-Tariff located across six prefectures in Japan.
Ciel & Terre has been specializing in deploying floating solar power plants, from design to distribution and installation, since 2011. This transaction represents another milestone for the company that installed its first floating solar plant in Japan in 2013 representing the world’s first MWp-scale floating solar project. Today, Ciel & Terre has managed a portfolio of 220 MWp with 136 solar plants in operation in Japan.
Shizen Energy was established in June 2011, with the purpose of “We take action for the blue planet”. The company’s business includes the development, financing, and asset management of renewable energy power plants using solar power, wind power, small hydro, and biomass. Since 2016, the company has also focused on its overseas operations, expanding its development and power generation projects in areas such as Southeast Asia and Brazil. The company also entered the energy tech business, offering microgrid and VPP construction, smart charging and discharging services for electric vehicles, and other services through its self-developed EMS (energy management system). The company has been involved in more than 1GW of renewable energy generation in Japan and overseas.
SMFL MIRAI Partners, a strategic subsidiary of Sumitomo Mitsui Finance and Leasing Co., Ltd., operates as a real business company with financial functions, engaging in renewable energy projects. As of the end of October 2024, it holds a solar power generation portfolio of 867 MW. The company is committed to focusing on the sustainable supply of clean energy.
With this acquisition, Shizen Energy and SMFL MIRAI Partners aim to accelerate their development and investment activities in Japan, leveraging innovative floating solar technology, to expand their expertise and drive progress both in Japan and globally.
The LPA Tokyo team, led by リヨネル ヴァンサン (partner) and Pascal Mages (partner), supported Ciel & Terre throughout the acquisition process until its successful finalization.
On December 12, 2024, the French Chamber of Commerce and Industry in Japan organized an event to launch its new Taxation and Regulation Committee.
金塚 彩乃, Partner at LPA Tokyo, had the privilege of leading the session where she addressed the 2025 reform of Japan’s Data Protection Law, focusing on enhanced security requirements and compliance challenges for businesses operating in Japan.
The new reform of the Personal Data Protection Act is set to come into effect in June 2025. It will have significant impacts on companies responsible for protecting such data.
This event was an exceptional opportunity for professionals to deepen their understanding of upcoming global taxation and regulatory changes in Japan.
Thank you to the organizer and all participants for these moments of exchange.
On December 3rd, our LPA Law teams, led by リヨネル ヴァンサン, Partner at LPA Tokyo as well as 戸崎 愛理, Counsel, Sophie Marinier and ラファエル ショントロ, Partners at LPA Law Paris office, had the honor of attending the 7th French-Japanese Business Summit at Tokyo Nikkei Hall, centered on the theme “Inventing a Better Future in a Changing World.”
This summit, co-organized by the French Chamber of Commerce and Industry in Japan, was a fantastic opportunity to engage in meaningful discussions on innovation, sustainability, and the future of Franco-Japanese collaboration.
A big thank-you to the organizers and all the speakers for such an inspiring event. We look forward to building on the connections and ideas shared during the summit!
LPA Tokyo had the pleasure of welcoming its dynamic colleagues and partners from LPA-CGR avocats’ Paris office — Sophie Marinier, 戸崎 愛理, and ラファエル ショントロ — to Tokyo!
Amid their packed schedules, they managed to save time to connect over business development strategies and explore new opportunities. There’s truly no substitute for face-to-face communication, collaborating in the same time and space adds so much value.
Of course, they also took the chance to share some of Japan’s finest cuisine!
Thank you for an inspiring visit, and we look forward to continuing the conversation next time in Paris!
LPA Tokyo had the privilege of partnering with the Foundation for Franco-Japanese Cultural Exchange—the owner of the Villa Kujoyama and the buildings of the Institut Français du Kansai—for an exceptional event: Harmonies Franco-Japonaises 2024.
On December 3rd, 2024, during a captivating concert-dialogue, the event featured Marc Coppey, one of the greatest cellists of our time, Sonoko Matsuya, a renowned pianist and Akira Mizubayashi, on the occasion of the release of his latest novel, Suite Inoubliable.
This memorable event was a beautiful celebration of cultural harmony between France and Japan.
- Opening remarks by Xavier Bertrand, President of the Regional Council of Hauts-de-France, and Philippe Setton, French Ambassador to Japan.
- A culinary masterpiece created by the celebrated Chef Christophe Dufossé, a two-Michelin-starred chef renowned for his exceptional talent.
- A special performance by the legendary Julien Clerc, marking his return to Japan after 50 years.
- A lively tombola with incredible prizes that added excitement to the night.
On November 22, 2024, the Club Franco-Japonais convened in Tokyo for its 33rd annual meeting, reaffirming its commitment to strengthening the Franco-Japanese partnership.
The Club, which brings together over 40 leaders from major French and Japanese companies, continues to serve as a vital platform for dialogue on strategic economic and geopolitical issues.
リヨネル ヴァンサン, Partner at LPA Tokyo and member of the Club, had the privilege of participating in the exchanges and witnessing this year’s highlights:
- A courtesy visit to the Prime Minister’s Office, where Mr. Hayashi Yoshimasa, Chief Cabinet Secretary, received a press release summarizing the Club’s discussions and recommendations.
- In-depth exchanges on critical themes such as innovation in new technologies, geopolitics, macroeconomics, and cultural and sports cooperation.
- Discussions on the opportunities presented by the upcoming Expo 2025 in Osaka, Kansai, Japan, as a platform for enhancing bilateral collaboration.
We extend our heartfelt thanks to the co-chairs, Mr. Jacques Aschenbroich (French Co-Chairman, Orange) and Mr. Furuta Hidenori (Japanese Co-Chairman, Fujitsu), for their leadership, as well as to all participants for their invaluable contributions.
This meeting reaffirms the enduring strength of the Franco-Japanese relationship and highlights our shared commitment to addressing global challenges, fostering innovation, and building a prosperous future together.
Effective from 1 October 2024, the measure for the non-display of addresses of the legal representative of a Japanese company (hereinafter referred to as the “Measure“) introduced by the Supplementary Provisions of the Ministerial Order Partially Amending the Regulation on Commercial Registrations (Ministry of Justice Ordinance No. 28 of 2024), has been enacted. Under specified conditions, the address of the legal representative, which was previously disclosed to third parties on the certification of incorporation, may now be omitted.
- Overview of the Measure
Background of the Measure’s Introduction
Pursuant to the Japanese Companies Act, representative directors (in the case of stock companies), representative executive officers (in the case of companies with a nominating committee, etc.), or representative liquidators (in the case of companies undergoing liquidation) (hereinafter collectively referred to as the “Representative Director“) are required to register their personal addresses and this information is accessible to any third party obtaining a certificate of incorporation (toki).
However, with the proliferation of the Internet and social media and for the purpose of protection of such personal data, the legal requirement to disclose personal information of the legal representative of a Japanese company, such as personal addresses, has deterred starting a business due to concerns about privacy exposure of the Representative Directors. In some cases, such privacy exposure of the Representative Directors’ personal addresses has led to serious breaches of their privacy such as criminal behavior from stalkers. Therefore, the Measure was enacted to address privacy concerns, promote ease of business formation in Japan, and provide a safeguard of privacy for individuals initiating business activities.
Display of the Representative Directors on the company registry
Upon the application of the Measure, the personal address of the Representative Directors will be displayed only up to the minimal administrative division in the certificate of registered matters on the company registry as follows.
| Before | ➡ | After |
| 1-2-3, Otemachi ,Chiyoda-ku, Tokyo Representative Director: Taro Yamada | Chiyoda-ku, Tokyo Representative Director: Taro Yamada |
- Application Procedures and Requirements
Application to introduce the Measure
- Eligible Legal Entities: The Measure applies exclusively to “stock companies (Kabushiki Kaisha)”.
Membership companies such as Godo Kaisha, other partnership companies, and other legal entities are not subject to the Measure. Limited liability companies (Yuugen Kaisha), which are treated as stock companies under the Companies Act, are also excluded.
- Timing of Application: the application for the Measure must be filed at the Legal Affairs Bureau having jurisdiction over the company concurrently with the application of the following registrations:
- Registration of incorporation
- Registration of relocation of head office outside the jurisdiction
- Registration of appointment (including reappointment) of the Representative Director.
- Registration of change of address of the Representative Director.
Continuation of the Measure
In case the Measure is applied, it will be automatically maintained in case of reappointment or change of company’s registered address without any additional application to be made at the Legal Affairs Bureau. However, in case of a change of personal address of the Representative Director, the company must apply to the Legal Affairs Bureau for the change of personal address of the Representative Director and request at the same time the application of the Measure. Failure to apply for the Measure at the time of the registration of the new Representative Director’s address will result in the publication of such new address on the certificate of registration.
Termination of the Measure
The Registrar shall terminate the Measure ex officio in the following cases.
- Upon a company’s request to discontinue the Measure
- When the registered head office location no longer has a verifiable presence
- When the company ceases to be a publicly listed entity in the case of the listed companies
- In cases where reinstatement of closed registration records is deemed necessary
- Important Considerations
- Even with the Measure in effect, the address of the Representative Director may be provided upon request from government agencies.
- Even after the application of the Measure, the former display of the address of the Representative Director recorded in the registry is not deleted from the updated certificate of incorporation (toki). For example, if a Representative Director is reappointed and the Measure is taken at the same time, the following will appear in the registration record.
| Before | ➡ | After |
| 1-2-3, Otemachi ,Chiyoda-ku, Tokyo Representative Director: Taro Yamada | 1-2-3, Otemachi ,Chiyoda-ku, Tokyo Representative Director: Taro Yamada | |
| Chiyoda-ku, Tokyo Representative Director: Taro Yamada
Reappointment on 1 October 2024 Registered on 1 October 2024 |
- Adopting this Measure may impact business activities. If the Measure is implemented, the address of the Representative Director, cannot be proved by the certificate of incorporation, which may lead to some inconveniences in receiving bank loans from financial institutions and an increase in the number of documents (certificate of corporate seal impression, etc.) required for real estate transactions, etc.
- Even if the Measure is adopted, the registration obligation stipulated in the Companies Act (Law No. 86 of 2005) is not exempted, so if there is a change in the address of the Representative Director, an application for registration of such change must be filed at the Legal Affairs Bureau. The deadline for applying for registration of a change of address is within 2 weeks from the date of the change, and failure to do so is subject to an administrative fine of up to 1 million yen (Article 976, Item 1 of the Companies Act).
- In case of this Measure is requested at the time of registration at the Legal Affairs Bureau, the address of the Representative Director, must be stated in the application form for registration, so care should be taken not to forget to mention the personal address of the Representative Director on the application form.
- Conclusion
While the Measure serves as a step towards protecting the privacy of the Representative Director, certain limitations provided by the reform, such as its restrictive application to the joint stock companies and partial address disclosure for some cases, may reduce its practical impact. In addition, the impact on business activities in light of current business practices toward the Japanese financial institution for example remains uncertain. As such, careful deliberation is advised before adopting the Measure, recognizing that its relevance may differ significantly among companies, businesses, and development strategies in Japan.
尾家 康介, Partner at LPA Tokyo and Deputy Director at the Office of International Affairs of the Japan Federation of Bar Associations, joined a panel at the International Bar Senate organized by the UIA Union Internationale des Avocats on October 31, 2024 in Paris.
This esteemed forum brought together bar association presidents and legal experts from around the world to discuss the crucial role these legal institutions and lawyers play in protecting and promoting freedom of expression as an essential component of democracies.
At LPA-CGR avocats, we remain dedicated to supporting initiatives that protect and promote these fundamental freedoms and ensure that lawyers can continue to advocate without fear or restriction.
Today, the UIA reaches nearly two million lawyers through its individual and collective members (bar associations, federations, associations) spread across the world.
The UIA is a global leader in defending lawyers, judges, and human rights advocates who are themselves persecuted in the course of their duties.
On the occasion of リヨネル ヴァンサン’s visit to Singapore, our Partner at LPA Tokyo, our LPA teams had the opportunity to meet and reconnect with long-standing and new clients, as well as business partners and prospects, around the Singapore-Japan theme.
Our meetings, dinners and cocktail reception provided an excellent opportunity to explore future possibilities and collaborations.
Beyond the growing business opportunities, here are a few key takeaways from his visit to Singapore:
- Singapore remains a very active financial and tech hub in the region.
- Japan is seen as a promising market for investors in Singapore – high tech being a key driver – with strong potential in mergers and acquisitions.
- Japan is also viewed as a difficult market to penetrate, making it crucial to find the right partners and advisors to consolidate and secure transactions.
- Japanese companies see Singapore as a favorable place to host their regional headquarters – approximately 1,600 Japanese companies are established in Singapore, and around 31,000 Japanese nationals live there.
- Nothing can replace face-to-face meetings for establishing effective business connections!
Our teams look forward to meeting you in Asia to help with your upcoming projects!
リヨネル ヴァンサン, Pascal Mages, 金塚 彩乃, and Kosuke OIE, Partners at LPA Tokyo, were delighted to host a Wine & Cheese cocktail on Thursday, October 10th, on the beautiful terrace of LPA Tokyo’s office, celebrating la Francophonie in Tokyo.
This networking event brought together francophone lawyers in Tokyo, like-minded experts from the legal industry, as well as friends and lovers of French culture.
A warm thank you to our distinguished guests for joining us!
Our 4 offices in Asia LPA Shanghai, LPA Hong Kong, 当事務所 and LPA Singapore, have been awarded in M&A, M&A Foreign and Restructuring & Insolvency practices. Additionally, six partners and one lawyer have received individual rankings for their contributions:
- Fanny Nguyen, Local Partner, China – M&A Foreign
- Hubert Bazin, Partner, China – M&A Foreign
- Nicolas Vanderchmitt, Partner, Hong Kong – M&A and Restructuring & Insolvency
- リヨネル ヴァンサン, Partner, Japan – M&A Foreign
- Bérengère Roig, Partner, Singapore – M&A Foreign
- Arnaud Bourrut Lacouture, Partner, Singapore – M&A Foreign
- Chin Hiang Wu, Of Counsel, Singapore – M&A Foreign (Rising star)
Many thanks to our clients for their continued trust, and congratulations to our teams on this achievement!
We are pleased to announce the arrival of 村上 愛実 as our new Judicial Scrivener at LPA Tokyo.
Megumi has extensive legal experience as a paralegal, primarily focusing on commercial registration and corporate clerical services.
She advises domestic and international clients on various aspects of Corporate and Commercial services, and RealEstate transitions, as well as all related formalities as a Judicial Scrivener (Shiho-shoshi).
Her scope of work includes commercial and real estate registration services, drafting legal documents for courts and legal bureaus, and contract translation (English/French to Japanese).
Before joining LPA Tokyo, Megumi worked at a leading law firm in Japan as a paralegal.
She graduated from Tokyo University of Foreign Studies with a specialization in Portuguese. She is proficient in French, English, and Japanese.
We’re excited to have her on the team!
Please join us in extending a warm welcome to Megumi!
当事務所パートナーのリヨネル ヴァンサンが、在日フランス政府対外貿易顧問委員会（Conseiller du Commerce Extérieur, CCE）に就任しました。
この評価は、国際ビジネスにおける彼の揺るぎない献身と計り知れない専門知識の証です。リヨネルは、CCEとして、日本とフランスの経済界における商業的つながりを強化、協力を促進し、両国間の新たな成長機会を模索する上で重要な役割を担います。
この「アジア」の夜でのハイライトは、投資家であり、またエッセイストでもあるDavid Baverez氏による著書『Bienvenue en économie de guerre（戦争経済へようこそ）』の出版記念講演でした。
ご出席いただき、フランスとアジアの関係について貴重なご意見をいただいたDavid Baverez氏に、心より感謝申し上げます。
私たちは、戦争経済の下でも、チャンスに満ち、ダイナミックな地域であるアジアに目を向けることが不可欠であることを確認しました。
チーム一同、アジアの皆さまのプロジェクト開発のお役に立てることを楽しみにしています！
On 28 April 2023, the Freelance Protection Act (“the Act”) which establishes regulations regarding the outsourcing of work to freelancers was enacted. The Act is scheduled to become effective by November 2024 to improve the work environment for freelance workers.
- Background and scope
The background to the enactment of the Act is the increasing diversification of working styles in Japan. While many still work at companies and other organizations as the so-called salarymen, an increasing number of people are leaving these institutions and are working as freelancers, who are considered to be in a more precarious position than regular company employees. Many freelancers often have the fear of being cut off from their contracts and from time to time, they have to take orders under unfavorable conditions at the behest of their clients. In light of this situation, the Act establishes regulations to prevent the exploitation of freelance workers by clients.
The Act applies to transactions related to work ordered and entrusted to freelancers, which are called “specified contractors” in the Act and are defined by Article 2, Paragraph 1 as:
- Individuals who do not employ any employees or,
- Corporations that have no other officers (directors, directors, executive officers, managing partners, auditors, or their equivalents) than the representative person, and that do not employ any employees.
- Primary regulations of the Act
The regulations under the Act involves various aspects of outsourcing by clients to freelancers, which primarily consists of the following items.
- Clear statement of terms and conditions of transactions
When outsourcing work to freelancers, the client shall clearly indicate the details of the work, the amount of remuneration, the payment date, and other matters in writing or by electromagnetic means (e-mail, PDF file, etc.), and the freelancer may request the delivery of written document if the indication has been made by electromagnetic means (Article 3 of the Act).
- Due payment of remuneration
Remuneration due to the freelancers shall be paid as soon as possible within 60 days from the date of delivery of the work or provision of the services, regardless of whether or not the client who outsources the work conducts an inspection of the delivered work (Article 4, Paragraph 1 of the Act). In addition, if the freelancer further subcontracts the work to other freelancers, the freelancer contractor shall pay the freelancer subcontractor as soon as possible within 30 days of the payment date from the original client (Article 4, Paragraph 3).
- Prohibited acts
When the outsourcing to a freelancer shall continue for more than a certain period of time (to be determined by government ordinance), the client cannot engage in the following acts (Article 5, Paragraph 1 of the Act).
- Refusing to accept the delivery of work without reasons attributable to the freelancer;
- Reducing the amount of remuneration without reasons attributable to the freelancer;
- Returning the delivered work without reasons attributable to the freelancer;
- Unjustifiably setting a significantly low level of remuneration;
- Forcing the freelancer to purchase a product or use a service designated by the client without justifiable reasons.
In addition, regardless of the length of the outsourcing period, the client shall not unreasonably harm the freelancer’s interests by any of the following acts (Article 5, Paragraph 2).
- Causing the freelancer to provide economic benefits to the client;
- Changing the content of the work or having the work redone for reasons not attributable to the freelancer.
- Accurate representation of recruitment information
The client shall not make false or misleading representations in recruitment advertisements for freelancers to whom it outsources the work, which advertisements shall be accurate and up to date (Article 12 of the Act).
- Consideration for pregnancy, childbirth, childcare, and nursing care
When the outsourcing to a freelancer shall continue for more than a certain period of time (to be determined by government ordinance), upon the freelancer’s request, the client shall give necessary consideration so that the freelancer can engage in the work while balancing their needs for pregnancy, childbirth, childcare, and nursing care (Article 13, Paragraph 1 of the Act).
In cases where the outsourcing does not fulfill the continuation requirement, if the freelancer so requests, the client still needs to make efforts to give necessary consideration to the situation so that the freelancer can balance work with childcare and nursing care (Article 13, Paragraph 2). Specific ideas and examples of such consideration will be clarified in the guidelines to be prepared by the Minister of Health, Labor and Welfare.
- Regulations against harassment
The client shall take necessary measures, including the establishment of a consultation system, to prevent sexual harassment, maternity harassment, and power harassment against freelancers (Article 14, Paragraph 1 of the Act):
It is also prohibited to treat freelancers in a disadvantageous manner, such as terminating a contract, on the grounds that they have made consultation regarding any of the above harassment (Article 14, Paragraph 2).
- Supervision by Japan Fair Trade Commission and the Minister of Health, Labor and Welfare
In case the client does not comply with the items (1) through (6) listed above, or any other mandatory provisions of the Act, such as the 30-day advance notice requirement for the mid-term termination or suspension of renewal of a continuous service contract (Article 16 of the Act), the freelancer may report such violation to the Fair Trade Commission, the Small and Medium Enterprise Agency, or a contact desk to be established at the Ministry of Health, Labor and Welfare.
Upon receiving a report from a freelancer, the administration authority can respond by collecting reports from other sources, conducting on-site inspections, or providing guidance, advice, or recommendations to the client, depending on the nature of the problem. The name of the client may be publicized, and an order may be issued if the guidance or advice is not followed, and failure to observe the order may result in a fine up to JPY 500,000 (Article 24, Paragraph 1).
- Conclusion
Unlike in the case of the Act against Delay in Payment of Subcontract Proceeds, etc. to Subcontractors, the Freelance Protection Act is applicable to individuals or corporations whose capital are less than JPY 10 million, as long as they outsource work to freelancers. Therefore, it is advisable to examine compliance with this new regulation if one outsources its business in Japan.
We are pleased to announce the arrival of 黄 靖 as our new Associate at LPA Tokyo.
Jing is qualified in Japanese law and American law (Attorney-at-Law, Tokyo Bar and New York Bar). He also holds the Chinese Legal Professional Qualification Certificate.
Jing will advise clients on Corporate Law and Commercial Law, with a focus on mergers and acquisitions.
He has experience advising a wide range of clients on transnational matters, including commercial agreements, intellectual property, financial transactions, employment, immigration, and family-law cases such as inheritance and divorce.
Prior to joining LPA Tokyo, Jing worked for a Chinese patent law firm first in Beijing and later in Osaka.
Jing received his degree of Juris Doctor from Georgetown University Law Center.
He is fluent in English, Chinese and Japanese.
We’re excited to have him on the team!
Please join us in extending a warm welcome to Jing!
Since 1 October 2023, Japan has implemented a new qualified invoice system requiring registration as consumption tax (“CT”) payer to be able to issue qualified invoices. As a principle, businesses are no longer entitled to deduct CT paid to suppliers who are not registered as CT payers.
Small Japanese businesses with share capital and annual taxable income under 10 million yens will therefore face the decision to register for CT or not. These small companies are exempt from paying CT and can keep the CT proceeds they have invoiced as an additional source of income, but by doing so, they would take the risk of losing customers who will no longer be able to receive tax deductions on CT paid to them. This change has sparked concern, leading the Japanese government to introduce a transition period.
CT was first introduced in Japan in 1989. The CT rate was raised to 10% in 2019 (or 8% for some specific goods), representing 35% of the government budget and being the first source of income in the government budget.
Obligations under the qualified invoice system
The main obligations of businesses under the qualified invoice system are the following.
- Issuance of Qualified Invoices upon Request:
Upon request from the buyer, sellers shall provide qualified invoices including the invoice issuer registration number, CT amount and CT rate whether in written or electronic format. It is important to highlight that qualified invoice is not necessary for deductions of payments below 10,000 yen (inclusive of CT).
- Storage of Issued Invoice Copies:
Businesses that issue qualified invoices must keep copies of them for 7 years, starting two months from the end of the business year of the invoice. Storage can be made in electronic format if it complies with the Electronic Book Storage Act.
- Payment of Consumption Tax:
Businesses that issue qualified invoices are required to declare and pay CT. There are 2 different taxation methods:
- main taxation: the amount of CT payable as tax is calculated based on collected CT less deductible CT that was paid by the business. Businesses using this system shall store qualified invoices and adhere to the structured invoice system ledger.
- simplified taxation: Businesses whose taxable sales amount during the base period is 50 million yen or less and who have submitted a “Consumption Tax Simplified Taxation System Selection Notification Form” in advance may opt for the simplified taxation system. The amount of CT payable as tax is calculated based on collected CT less the amount deductible based on a fixed percentage defined by business field. Businesses using this system shall store qualified invoices they have been issued, but they do not have to store invoices received from business partners.
Measures applicable during transition period
- Transition period for small companies:
To reduce the sudden increase in tax burden on small businesses, the Japanese government has implemented a transition period for exempted businesses opting for CT registration. The transition system shall apply to all business years from 1 October 2023 to 30 September 2026.
During this period, businesses are required to pay only 20% of the collected CT once they register. The 20% special provision is automatically granted upon indicating it in the final tax return, except for specific ineligible cases (e.g. taxable sales amount or share capital of 10 million yen or more etc.).
- Transition period for non-registered companies:
To reduce the sudden risks to lose clients for small companies that would choose not to register with the CT payment system, the Japanese government has implemented a transition period to allow partial deduction of CT as follows:
- For invoices issued by a non-taxpaying entity between October 2023 and September 2026, 80% of the CT is eligible for tax deduction for the invoice receiver.
- For invoices issued between October 2026 and September 2029, 50% of the CT is eligible for tax deduction for the invoice receiver.
- For all invoices issued after October 2029, no tax deduction on CT will apply.
2023
2023年11月24日、第32回日仏クラブ総会の開催に際し、パリのLPA-CGR avocatsの本部において、当事務所がカクテルパーティーのホストを務めました。
このイベントのために、当事務所は、写真の絵画的・化学的な限界に疑問を投げかける前衛的な芸術作品で世界的に知られる著名なフランス人写真家、アントワーヌ・プーペル氏とコラボレーションしました。
このイベントには、日仏クラブの会員、クライアント、ビジネスパートナー、そして長年お付き合いのある皆さま等、50名を超える来賓の方々にお越しいただきました。 ご来賓の皆さまには、日仏協力に関する議論に参加し、交流を深めていただきました。
この記念すべきイベントの成功に貢献してくださった、お越しいただいた皆様に心より感謝申し上げます。
当事務所のパートナーのリヨネル ヴァンサンが、第32回日仏クラブ総会に出席しました。日仏クラブ総会は11月23日、パリのエリゼ宮において、エマニュエル・マクロン大統領との会談を行いました。
日仏クラブは、日仏の主要企業から40人以上のリーダーが集まり、日本代表は堀場厚氏、フランス代表はジャック・アッシェンブロワ氏が共同議長を務めています。
この年次総会は、日仏両国及び日仏パートナーシップにとって極めて重要な経済・商業に関するハイレベルなトピックについて議論するまたとない機会となりました。今回の総会では、EU日経済連携協定、イノベーションにおける日仏協力（脱炭素化、ライフサイエンス、EV等）、米中の緊張の高まりに関する問題、その他の戦略的国際問題を含む経済情勢、課題、見通しについて話し合われました。
日仏クラブは、日仏関係における主要経済関係者の代表者同士の交流の場として、特別なプラットフォームを提供しています。
ご招待いただきましたこと、また、メンバー間の質の高い交流やご支援に心より感謝申し上げます。
当事務所は、10月28日に大阪で開催されたG7貿易大臣会合に出席しました。さまざまな議論が行われた中、G7各国の商工会議所代表者による関西地域への海外直接投資の促進に関するサイドミーティングも開催されました。このイベントは、経済産業省（METI）等の機関により企画されたもので、米国やドイツなどのG7各国及び欧州連合（EU）の在日商工会議所の代表者が出席しました。
経済産業省（METI）の貿易経済協力局長の福永哲郎氏は、開会の挨拶で、海外からの対日直接投資を現在の2倍以上の100兆円に増やすという日本政府の目標に触れ、海外からの投資と人材誘致に向けた取り組みについて説明しました。
続いて、大阪府国際交流監の一坂浩史氏より、大阪・関西万博等の大型プロジェクトの状況や、電気自動車用リチウムイオン電池、脱炭素、ライフサイエンス等の成長産業の集積等、投資先としての大阪の魅力が紹介されました。 それを受けて、G7の商工会議所の各代表者がスピーチを行い、その後、質疑応答が行われました。
海外からの投資先として、関西地域は間違いなく魅力的な地域です（大阪のGDPは3790億米ドルで、シンガポールと同額です）。私たちは、大阪や京都への投資を検討しているクライアントを今後も支援していきます。
The use of cookies in Japan was initially primarily regulated by the Act on the Protection of Personal Information. To enhance user protection against retargeting practices, the Telecommunications Business Act was amended to establish new obligations regarding the processing of cookies, effective as of June 16, 2023.
- Businesses subject to the new cookie regulation
As per Article 22-2-27 of the Revised Telecommunications Business Law Enforcement Regulations, companies that provide telecommunications services falling under any of the following categories to meet the needs of third parties are subject to the new cookie regulation:
- Services that enable message exchanges between users.
- Services that facilitate sending user-uploaded data to unspecified users upon request, such as social networking services and video-sharing platforms.
- Web search services.
- Other services that transmit data to unspecified users upon request and are intended to be viewed by unspecified users.
To clarify, corporate websites or blogs not designed to meet the needs of third parties will not be subject to the cookie regulation. However, nearly all other types of websites or online services will be affected, such as booking services, job matching platforms, apartment search services, online games, news websites, weather websites, and more.
- Cookies subject to the new cookie regulation
Per Article 22-2-30 of the Revised Telecommunications Business Law Enforcement Regulations, the following types of cookies are exempt from the new cookie obligations:
- Information essential for providing the service.
- Information required to redisplay user-entered information, including authentication data.
- Information necessary for detecting fraudulent activities and minimizing damage.
- Information crucial for the proper operation of the server.
In other words, the new regulation primarily pertains to third-party cookies (i.e., cookies created by a domain other than the one the user is visiting). However, first-party cookies (i.e., cookies created by the domain the user is visiting) may also be subject to the new regulation if they are not genuinely necessary for the operation of the service (e.g., the use of Google Analytics).
- Content of the obligations under the new cookie regulation
Businesses subject to the cookie regulation must take one of the following measures when using cookies subject to the regulation:
- Notify users of the following information or make this information readily available to users before requesting any transfer of user information (Article 27-2 of the Telecommunications Business Act):
- The nature of “information about the user.”
- The name of the person processing “information about the user” using the destination server.
- The purpose of using “information about the user” by the data processor.
- Obtain user consent regarding the transfer of their information (Article 27-12-3 of the Telecommunications Business Act).
- Provide an opt-out mechanism for users (Article 27-12-4 of the Telecommunications Business Act).
- Measures to be taken by businesses
To ensure compliance with the applicable regulation, we recommend the following:
- Verify if your business offers services subject to the new cookie regulation.
- Check whether you collect cookies subject to the regulation and review their nature, the name of the data processor, and the purpose of using such information.
- Amend your cookie policy or terms of use to comply with the cookie regulation, if necessary, and ensure your users’ consent form or opt-out mechanism complies with the requirements of the cookie regulation.
9月28日、当事務所の開設10周年を祝し、在日フランス大使館にて特別な時間を過ごしました。
Philippe Setton駐日フランス大使をはじめ、国会議員、第二東京弁護士会会長、CEO、アーティスト、写真家、小説家、ミュージシャン、そして当事務所のメンバー、パリ、香港、シンガポールのLPA-CGR事務所のパートナーなど、140名のゲストが出席しました！
Philippe Setton氏によるご支援と、このイベントを成功に導いてくださった皆様のご参加に心から感謝いたします。
成功と興奮に満ちた10周年を振り返る時間となりました。
クライアントの皆様からの揺るぎないサポートとチームの貢献により、東京を拠点とする唯一のフランス系国際法律事務所を設立することができました。2013年に2名のパートナーからスタートした当事務所は、長年にわたりパートナーシップを倍増させ、チームを大きく成長させ、あらゆる規模の多国籍企業のクロスボーダー取引に対応してきました。当初はM&Aや商業契約におけるクライアントのサポートに重点を置いていましたが、現在では雇用法、ITテクノロジー、規制、訴訟など、徐々に業務の幅を広げています。これは目覚ましい出来事です！
当事務所はこれからも、上海、香港、シンガポールのLPA-CGR事務所とともに、献身的なチームによる幅広い業務分野で、東アジア地域における唯一の法的サービスを提供してまいります。
素晴らしいクライアントの皆様、ビジネスパートナー、チームメンバーへ、私たちを支えていただき、ありがとうございます。
［ランキング］ IFLR1000 Asia Pacific 2023 guideにおいて、当事務所の海外M&A業務及び弁護士が評価されました。
当事務所は、海外M&A部門において高い評価を受けました。また、パートナー弁護士のリヨネル ヴァンサンが個別に選出されました。
信頼を寄せてくださったクライアントの皆様に感謝するとともに、チーム全員で祝福します！
詳しい情報は こちら.
Consumer Contract Act was amended effective from 1 June 2023, to apply the following new restrictions to consumer agreements concluded between professional and consumers.
New reasons for cancellation of consumer agreements (article 4.3)
In addition to the reasons for cancellation already provided by the Consumer Contract Act, consumer has now the possibility to cancel the agreement for a period of 1 year as from the date it is aware of its cancellation right (or 5 years from the date of conclusion of the agreement) in the following 3 cases:
- the professional invites the consumer to a place difficult to leave without informing the consumer in advance about its intention to solicit him/her;
- the professional uses intimidating language or behavior to obstruct the possibility for the consumer to obtain prior advice; and
- the professional has amended the state of the product before conclusion of the agreement and forces the consumer to conclude the agreement as reinstatement of the product to its initial state is complicated.
Best effort obligation to provide information about cancellation fees (article 9.2)
A best effort obligation has been imposed on professionals to explain the basis for the calculation of the cancellation fee, if requested by the consumer. Concretely speaking, this includes obligation to explain the calculation formula, the reasons for adopting such formula and the reasonableness of such cancellation fee.
Prohibition of vague disclaimer clauses (article 8.3)
Even before its amendment, the Consumer Contract Act considered clauses excluding the liability of the professional in case of willful misconduct or gross negligence to be invalid. However, as lot of professionals had provided in their terms and conditions provisions excluding their liability in an unclear manner, the Consumer Contract Act was amended to make void and null all clauses that are unclear regarding the scope of exclusion of the liability of the professional and that do not state that the exclusion of liability is limited to “minor infringement”.
- Invalid clause example: “Unless otherwise provided by applicable law and regulation, the professional shall indemnify the consumer within the limit of JPY 10,000.”
- Valid clause example: “in case of minor infringements, the professional shall indemnify the consumer within the limit of JPY 10,000.”
Expansion of best effort obligation applicable to professionals
The Consumer Contract Act have increased the scope of best effort obligation applicable to professional regarding the provision of information to consumers and association of consumers as follows:
- When soliciting a consumer to conclude a contract, the professional shall make his/her best efforts to provide the consumer with the necessary information about the contract, taking into account the consumer’s age and mental and physical condition as well as his/her knowledge and experience.
- The professional shall make his/her best efforts to provide consumers with the information necessary to exercise their right of cancellation.
- The professional shall make his/her best efforts to provide consumers with information about their right to have access to the content of standardized terms and conditions.
- The professional shall make his/her best efforts to disclose the content of standardized terms and conditions to consumer associations.
When hiring new employees, a Japanese company may achieve thresholds as from which specific obligations will apply. The main thresholds are 10 employees, 50 employees and 101 employees. As a principle, only regular employees are counted as “employees” when counting the number of employees of the company (excluding fixed-term employees), but some exceptions may apply depending on regulations. Please be aware that obligations may apply when reaching a certain number of employees in a specific office (e.g. Tokyo Office) or when the company hires a certain number of employees in total.
1 employee: as from 1 employee, the provisions of the Labor Standards Act, the Industrial Safety and Health Act and the Workers’ Accident Compensation Insurance Act apply to employment of such employee. The employer has therefore the obligation to (i) provide the employee with a notice regarding his/her employment condition or conclude an employment agreement, (ii) conclude a 36 agreement with the representative of the employees and submit it to the Labor Office, if overtime work is required from the employee, (iii) organize medical checkup upon hiring and at least once a year thereafter and (iv) subscribe to the labor insurance that includes worker’s accident insurance and unemployment insurance.
5 employees: as from 5 employees hired in total, although some exception applies to specific business fields (e.g. companies in the agricultural, forestry and fishing industries), employers have the obligation to subscribe to the social insurance that includes health insurance and welfare pension. In practice, most companies start subscribing to the social insurance as from their first employee.
10 employees: as from 10 employees per office, companies have the obligation to (i) establish rules of employment and submit them to the Labor Office and to (ii) appoint a Safety and Hygiene Promoter or a Hygiene Promoter and display his/her name in the office.
43 employees: as from 43 employees in total, companies have the obligation to hire at least 1 disabled person representing at least 2.3% of overall employees.
50 employees: as from 50 employees per office, companies have the obligation to (i) appoint industrial doctor (ii) appoint safety manager and health manager and establish safety committee and hygiene committee (iii) submit reports on the results of annual medical checkup to the Labor Office and (iv) conduct stress checks and report the result thereof to the Labor Office.
101 employees: as from 101 employees hired in total, companies have the obligation to (i) establish, submit to the Labor Office and publish general employer action plans regarding work/life balance for employees with child, (ii) publish information on the success of women in their company and (iii) apply the disability allowance schemes (obligation to pay JPY 50,000 per month per missing employees if the rate of 2.3% of disabled employees is not achieved).
301 employees: as from 301 employees hired in total, companies have the obligation to publish information about the hiring rate for people with work experience (employees who have not recently graduated).
501 employees: as from 501 employees hired in total, companies have the obligation to extend social insurance to all part-time employees.
1000 employees: as from 1000 employee hired in total, companies have the obligation to publish information regarding use of childcare leave system by male employees.
You will be dispatched by the French head office to take up the position of director of a Japanese subsidiary. In doing so, you are asked to prepare a “signature certificate” for commercial registration. It seems necessary to see a French notary and send the original by international courier to Japan.
Why do you have to prepare such a signature certificate?
- Legal basis
When registering the appointment of a director in a commercial register of the company, a “seal certificate” of the new director shall be attached to his/her acceptance letter of directorship (Article 61(4) of the Regulation on Commercial Registrations). Also, when registering the appointment of a representative director elected by the board of directors’ meeting, a seal certificate of the directors and corporate auditors who attended the meeting shall be attached to the minutes of the board of directors’ meeting (Article 61(6) of the Regulation on Commercial Registrations).
Many Japanese citizens have their personal seal registered at the city hall. A seal certificate means a certificate of registration of his/her personal seal issued by the city hall. For foreigners, a notification by the Ministry of Justice issued in 2016 allows a “signature certificate” to be used for commercial registration applications instead of the seal certificate. The above two cases are probably the most standard cases where the signature certificate is required. - Conditions to obtain the signature certificate
Depending on the nationality, the residence place, and the authority who delivers the signature certificates, there are several practical options to obtain the signature certificates that can be used for commercial registration.As an example, assuming that the newly appointed director is a French national residing in Germany, the following signature certificates can be used:
– Signature certificate authorized by a French official located in France (e.g., Paris City Hall)
– Signature certificate authorized by a French official located in Japan (e.g., French embassy in Japan
– Signature certificate authorized by a French official in Germany (e.g., French embassy in Germany)
– Signature certificate notarized by a French notary located in France.Note that signature certificates prepared by lawyers or by a German notary cannot be used in the above case. - Exceptions
There are several important exceptions. First, a signed certificate of the new director is not required when he/she is “re” appointed as director. In addition, when it comes to a company with a board of directors, such signature certificate is required only for the new “representative” director, whereas it is not needed for a director without any title (in this case, a ID such as a passport is sufficient). Secondly, with regard to the signature certificates of the directors and corporate auditors participating in the board meeting at which the representative director was appointed, a signature certificate is not required if the former representative director attends the board meeting with authority and affixes the company seal registered under his/her name to the minutes of the board meeting.
Japan had stricter entry restrictions than many countries in response to the coronavirus pandemic. Until recently, it was not very easy to enter Japan to start a new business or to travel between Japan and other countries. However, entry restrictions were greatly eased last autumn and at the moment, with proof of vaccination against coronavirus or a negative test result, a simple online registration is all that is required to enter the country without any inspection or quarantine period upon entry.
In line with the above, the number of foreigners entering Japan has recovered significantly in recent months: in 2022, the total number of foreign arrivals (new arrivals plus re-entry of foreigners living in Japan) amounted to 4.2 million, reflecting an increase of 1,088% compared to the previous year. The number of new arrivals was 3.42 million, reflecting an increase of 2,156% compared to 2021.
This said, since before the pandemic, the Government of Japan had been encouraging highly qualified people from abroad to come to Japan to work and stay, as well as to start new businesses, in addition to the goal to increase the number of foreign tourists.
If you are highly skilled and wish to work in Japan, there is a system called the “Point-based system for highly skilled professionals”, whereby points are added up according to certain conditions, such as annual income and educational background, and preferential measures are taken, such as relaxed requirements for permanent residence permits and permission for your spouse to work. You may also invite your parents as well as a domestic worker from abroad to Japan. Emphasis must also be given to the speed of the visa process (5 days or faster).
家原 萌 が弁護士秘書として入所しました。チーム一同喜んで歓迎します！
2022
当事務所は、2022年9月9日をもってLPA外国法事務弁護士法人 LPA法律事務所（外国法共同事業）に名称を変更しました。当事務所は、フランスを代表するグローバル・ローファーム、LPA-CGR avocatsの一員として、引き続きサービスを提供して参ります。
Aude Simon joins LPA-CGR avocats to support the firm’s business development strategy in Asia and to reinforce the firm’s reputation in the region.
With over 20 years of experience in Asia, in Hong Kong, Shanghai, Tokyo and Singapore, LPA-CGR is the leading French business law firm covering all major Asian financial centers. With the arrival of Aude, the firm renews its strong ambition to assist its French and international clients throughout the region, by relying on a very good knowledge of the local economic network, as well as a unique, transversal and multidisciplinary legal offer.
Aude has over 15 years of experience in international environments. She was Business Development Manager at the French Chamber of Commerce in Singapore and Trade Advisor at Business France in Singapore, where she helped French companies in various sectors, including healthcare, to penetrate Asian markets. She was previously the Import-Export Business Development Manager at Euromedishop.
Based in the Singapore office, Aude will work closely with the lawyers of the 4 Asian offices as well as the lawyers of the Asia Desk based in Paris. She will also be responsible for strengthening synergies with the Paris office and the firm’s other offices in Europe, the Middle East and Africa to support clients in their international expansion projects, in coordination with the Communication and Business Development team in the Paris office.
She holds a master’s degree in Management and International Business from the University of Caen, France (2007), a bachelor’s degree in International Business, major in Marketing, from Francis Marion University, South Carolina, USA (2006) and a DU in Management and Business Administration from the University of Quimper, France (2004).
Aude has been living in Singapore for over 6 years. She is fluent in French and English and is beginning to learn Chinese.
石川 美奈・リユーシイ は、4月14日（木）、FAJ（Femmes Actives Japon）のブレックファーストセミナーに登壇します。セミナーは、「Signer un contrat de travail salarié : ce qu'il faut savoir（雇用契約の締結前に知るべきこと）」をテーマとし、日本における雇用契約の一般的な条件や、労働時間、勤務地、給与、休日、契約解除など、雇用関係における重要事項を取扱います。参加を希望される方は、こちらのリンクから登録をお願いします： FAJウェブサイト（仏語）.
マージュ パスカル・聡平外国法事務弁護士は、4月7日（木）、在日フランス商工会議所 税制・規制委員会が開催したカンファレンスに登壇しました。カンファレンスは、「2022年4月1日施行「改正個人情報保護法」ビジネスへの影響は？-ネット広告業界からの視点」をテーマとするもので、宮市良彦氏（株式会社PIER1代表取締役）及び今村幸彦氏（Teads Japan株式会社代表取締役）とパネルディスカッションを行いました。カンファレンスの詳細情報は、こちらのリンク（在日フランス商工会議所HP）からご覧ください。
マージュ パスカル・聡平 が、4月1日付でパートナーに就任しました。
尾家 康介 がパートナー弁護士として入所しました。チーム一同喜んで歓迎します！
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