• 2020.10.15
  • International Transaction

Creation of legal opinion

Preparing legal opinion

In doing business with foreign countries, it is often the case that Japanese lawyers are required to prepare legal opinion in English. In the case of a lawsuit, we may be asked to comment on the interpretation of Japanese law as an expert witness, but in the course of the transaction, whether the signature of the power of attorney or contract is valid, the signer is often required to prepare a legal opinion in English as a means to confirm whether or not the person has the proper authority.

Identifying the individual and notary public certification

A signature and whether or not a person who signed a document is who he or she really is can be verified by the Notary Public. The notary will certify the signature of the notary in any country, so it is possible to confirm that the signature certified by the notary is that of the individual. Moreover, in order to confirm whether the notary’s certificate itself is genuine, the Japanese Foreign Minister often verifies it by Apostille. In addition, depending on the document, it may be judged that the certification by a public institution in Japan is not sufficient, and in that case, it is possible to obtain the certification at the consulate of the partner country by the procedure of consular certification. For example, consular certification is required to certify documents required for registration procedures in the United States, so it is necessary to certify at the US embassy in Japan. Similarly, documents submitted to courts in Hong Kong are often required to be certified by a Hong Kong consulate in Japan.

Confirmation of legal requirements and legal opinion

The above authentication procedure is concerned with the identity of the person concerned, not the authenticity of the contents of the document. However, as a party of the partner country trying to do business with a Japanese company, even if the person who signs it is the person himself (or the representative of the company),it is necessary to consider whether he has the authority to sign under Japanese law. In this case, it is not enough to confirm the identity of the individual, and whether or not the legal requirements are met is something to make sure of.

Confirmation of corporate law procedures and legal opinion

For example, if a Japanese company owns real estate in Hong Kong, they may want a Hong Kong lawyer or broker to delegate authority to sell the property they own. In this case, from the buyer’s point of view in Hong Kong, they cannot be sure whether the lawyer or intermediary really has the authority to sell the real estate (whether the power of attorney is valid), or whether it has gone through the legitimate procedures under Japanese law. Therefore, in such a case, a local lawyer (in the above case) can create a legal opinion and make sure that the power of attorney was created by a legitimate authority, and that the necessary Japanese law procedures have been followed (e.g., board of directors resolution or general meeting of shareholders resolution) when selling the real estate. In addition, if a Japanese company has filed for bankruptcy or civil rehabilitation law, it is not possible to sell real estate without the consent of the supervisory board member or the court, so the opinion of a Japanese lawyer also includes that such a procedure is not pending. A lawyer must decide what procedures a company must go through to perform legal acts, and it is only a lawyer who can make these legal judgements. The lawyer determines whether the appropriate board resolution is made by referring to the company’s articles of incorporation, the commercial registry, board of directors rules, and the minutes of the Board of Directors, and whether the officer signing the contract has the authority to represent the company.

Legal opinion on procedures for issuance of new shares

Similarly, when a Japanese company issues new shares to overseas investors, in order to confirm whether the Japanese company is properly following the procedures for issuing new shares such as a resolution of the board of directors, a Japanese lawyer must ensure that the issuance procedure complies with Japanese corporate law, and it is necessary to confirm that there are no problems.

Legal opinion statement on regulations and violations of laws

In the opinion written by our office, we will confirm that the procedures under corporate law have been taken regarding the conclusion of the contract and the capital increase through third-party allotment. Additionally, if you do a business transaction, we will also create an opinion on the content of the law, such as a statement of opinion as to whether it violates Japanese law. For example, when conducting a temporary staffing business in Japan, we create a legal opinion on whether government approval is required, what criteria should be met if necessary, and how to obtain a permit. 

Legal opinion on interpretation of law

You may also be asked for a written opinion on the interpretation of the law. For example, if you have signed a non-compete obligation contract with an employee, we will produce a written opinion on whether the content of the contract has legal effect, or regarding the extraterritorial application of Japanese intellectual property law. Statements of opinion may include matters such as that Patent Law requires that the inventor pay a fair amount of money, but whether it applies to people who have worked for a Japanese company but work abroad etc.

Legal opinions to submit to court

Opinions to be submitted to the court include standard ones such as those regarding whether or not a parent-child relationship is recognized in Japan, as well as more complicated opinions regarding the interpretation of Japanese law. For example, we submitted an opinion we made to the New York court, where we investigated and analyzed about 100 judicial precedents regarding the start of prescription of damages claims due to tort, and compiled our analysis to create an extensive opinion.

How to make a legal opinion

In many cases, a lawyer’s written opinion is required. The lawyer must confirm the basic documents such as the power of attorney, the certified copy of the commercial register, the minutes of the board of directors, and the articles of incorporation, etc. We will prepare a written opinion to prove whether you have the proper authority to carry out the transaction.

Legal opinion format

There are no restrictions on the format of the written opinion, but in some cases it may be required to be certified by a notary public. In this case, the lawyer will go to the notary public’s office and sign the document in front of the notary public. We may also use an apostille to verify that the notary’s certification itself is legitimate.

Legal service for English opinions

Kuribayashi Sogo Law Office has a long history of preparing opinions based on requests from a variety of companies and individuals. Legal opinions may be written in Japanese, but may also be written in English (most are written in English). Kuribayashi Sogo Law Office will prepare the legal opinion necessary for Japanese companies to conduct transactions with overseas companies.

Lawyer fees for creating a legal opinion (basic fee)

The standard amount of the attorney’s fee for preparing our legal opinion is as follows. Please contact us for individual projects. We will make a quotation in advance. There is no cost for creating a quote.

Preparation of legal opinion (Japanese) 300,000 to 1.5 million yen
Preparation of Legal Opinion (English) 400,000 to 2 million yen