Japan consults on a major reform of the Companies Act
Japan's Ministry of Justice opened a public consultation on 2 April 2026 on an interim draft reform of the Companies Act prepared by the Legislative Council's company law subcommittee. It covers shareholders' meetings, including virtual-only meetings and identifying beneficial shareholders, share issuance and employee share grants, governance and disclosure. Comments closed on 22 May 2026. No bill had been submitted to the Diet.
The Legislative Council's company law subcommittee compiled the interim draft on 18 March 2026. The Government's regulatory reform plan of June 2025 asked the Ministry to reach conclusions within the 2026 financial year and then submit a bill.
What the draft covers
- Shareholders' meetings: bringing virtual-only meetings, now allowed under a special law, into the Companies Act, with rules on technical failures; identifying beneficial shareholders; more digital processes; and changes to shareholder proposals.
- Shares and capital: employee share grants, share-for-share acquisitions and contributions in kind.
- Governance and disclosure: proposals affecting boards and company disclosures.
Status
This is a consultation on an interim draft. Nothing changes until the Diet passes a bill.
Who is affected
Japanese companies, especially listed companies planning AGMs, share incentive plans or M&A.