• 2022.12.28
  • International Transaction

Initial signatures on international transaction agreements

How to Sign an English Contract

Signing an English-language contract is to be done in English. For Japanese-language contracts, it is likely that in many cases, a signature is used (a handwritten name is written and then stamped with a stamp) or a name is stamped (the name field is printed and only the 
stamp is stamped), but in foreign transactions where there is no seal system, a seal is not used for signing contracts. As for signatures, since handwriting can be authenticated, it is assumed to be understood that it is difficult for someone else to forge a signature.

Preparing a duplicate copy

Usually, multiple originals are prepared for as many parties as there are parties, and after all of them are signed, each party keeps one original. In some cases, only one contract is prepared, and only one party keeps the original, while the other party retains only a copy.

How to do Binding

In older times and for official documents between nations, multiple pages were bag bound, a hole was punched through which a ribbon was threaded, the ends of the ribbon were waxed, and the seal was stamped before the wax dried. If the ribbon ends are waxed, the ribbon cannot be removed without destroying the seal, thus making it impossible to disassemble the multiple pages. This means of ensuring the integrity of the contract was used, but the ribbon-binding method is rarely used today because it is too heavy-handed.

Binding by bag binding

Nowadays, the binding of multiple pages by the bag-binding method is often used for signing. Binding is usually done by gluing, which means that the contract cannot be torn apart unless the glue is removed. For added discretion, a signature may be placed on the binding paper so that it will be clearly visible when the glue is removed.

Initial Signature

On the other hand, many contracts require initial signatures on all pages without binding. In such cases, initial signatures can be quite burdensome, so the binding method must be used.

Signing only on the last page

In addition, depending on the contents of the contract, the parties may simply sign the signature line on the last page of the disjointed contract without initialing each page. Even in this case, there is no problem regarding the validity of the contract, and it will be judged as a valid contract in court. However, if the parties submit different versions of the contract to the court in the event of a future trial, it is possible that there will be a dispute as to which document is the final version of the contract. It is therefore recommended that you initial all pages of important contracts or use the binding method.

Replacement of signature by PDF

If you are in a hurry to sign a contract, or if both parties reside overseas, you can send a draft in PDF or Fax format to the other party, which is signed by both parties. For example, Mr. A in the U.S. signs only one contract document and faxes it to Japan. Mr. B in Japan signs only one same contract document and faxes that document to the US. In many cases, only the signature page may be faxed, rather than the entire contract document. From a Japanese point of view, it is questionable whether this is still valid and whether there is no possibility of alteration in the future, but this way of signing is used very often in the U.S. In this case, Mr. B would keep a copy of the document signed only by Mr. A, and Mr. A would keep a copy of the document signed only by Mr. B. Even in this way, at the stage when both parties sign the document and send it to the other party, an agreement between the parties is established, and it is considered to be a valid contract signing. In this case, the original copy may be sent to each party later, and both parties may keep the completed original, or they may keep only the copy of the agreement signed by the other party until the end of the process.

Issuance of Signature Certificate

At the time of signing, it is also important to confirm that the other party is indeed the person who signed the document. In Japanese real estate transactions, judicial scriveners and real estate brokers are obliged to verify the identity of the signer, so they use a driver’s license or other identification. In such cases, it is necessary to have a signature certificate issued by a notary public sent to you, so that you can determine with your naked eye whether the signature on the signature certificate and the signature on the contract are the same.