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A seal will be affixed as proof of the conclusion of the contract. When concluding a contract, regardless of whether it is an individual or a corporation, stamping the contract with a registered seal is a natural procedure as it indicates the decision-making of the parties. However, even if a HANKO is not affixed, it is not necessarily necessary to use a HANKO as long as agreement between the contracting parties can be confirmed. In this article, we will explain why HANKO a seal is so important in Japan even though it is not necessary, the rules for stamping, and the types of HANKO that are suitable for stamping.
Reasons why a HANKO is required on the contract
Let's check why it is necessary to have a HANKO stamped on the contract in the first place.
Clarification of contractor consent
One of the reasons why a HANKO is required on a contract is to make it clear that the contracting parties have agreed to the contents of the contract . Although a contract is a document with printed details about the contract, it is not possible to objectively judge whether there is an agreement between the contracting parties just by looking at the printed words. A HANKO is used as one of the means to prove that the terms of the contract have been agreed to. With the exception of rubber stamps such as Shachihata, HANKO have been used in Japan since ancient times as proof of the person's consent when making a HANKO , as creating an original seal can distinguish it from others.
two-stage estimation
The second reason why a HANKO is necessary on the contract is because it has a two-step presumption effect. Two-step presumption is a means to confirm that the contract is truly correct when a dispute arises over the contents of the contract. Specifically, if the person's HANKO is affixed, it is assumed that the seal was affixed with the person's will (1st step), and that a contract that was affixed with the person's will is concluded (2nd step). . By using a HANKO on a contract, the stamped contract will be recognized as legal evidence. In order for the agreement to be legally binding, the contract must be stamped with a HANKO.
There is no need for a HANKO on the contract.
Having a personal HANKO affixed increases the credibility that the contract is based on the person's will, but the affixation of a HANKO seal is not a necessary condition for concluding a contract. A HANKO is only one basis for inferring the intention of the person in question, and it does not need to be a HANKO as long as it can objectively determine the intentions of the contracting parties.
Contract without seal
Even if the contract is not stamped with a HANKO, it will be recognized as a valid contract as long as there is agreement between the contracting parties. In other words, there is no problem in concluding a contract even if it is an oral contract. However, verbal consent is less objective as evidence of agreement, so it would be difficult to have a third party accept it as evidence. Even if you do not put your seal on the contract, it is important to leave some evidence that the agreement was made by the person in question, such as a handwritten signature.
Having a seal increases the strength of proof.
Although a contract without a seal is recognized as a signed contract, it is still effective to have a seal affixed in order to leave evidence of the person's intention. In fact, the Code of Civil Procedure states that if a private document containing the contents of a contract is signed or stamped by the person himself or his agent, it is presumed that a contract has been formed. A signed contract is valid in court as evidence that you have agreed to the terms of the contract. As you work, you will likely conclude many contracts, both large and small. Without a seal, it is difficult to determine whether the contract has been agreed upon or is just a draft, making it difficult to manage it, let alone provide evidence in court. There are risks such as forgery, falsification, and unauthorized use, so having a contract with a signature and seal is safer in terms of both management and security.
Some contracts require drafting a contract.
By the way, there are some cases where the law requires a written contract depending on the content of the contract. In the following cases, a contract is not considered to have been concluded unless a written contract is concluded. Voluntary guardianship contracts, land lease rights contracts, fixed-term building lease contracts, etc. require the preparation of a document such as a notarized deed as a condition for the conclusion of the contract. In addition, contracts such as agricultural land lease contracts, construction work contracts, and installment sales contracts require documents to be prepared at the time of the contract.
Type of HANKO
There are several types of HANKO used at companies, and you need to choose the one depending on the purpose of use. They range from ones used only by company representatives, such as when signing important business contracts, to everyday ones used frequently by office staff, so take this opportunity to remember them so you don't use them incorrectly.
representative seal
A representative seal is a HANKO used to certify the intentions and decisions of a company representative. It can be said that it is the most important HANKO among the HANKO used in a company. Simply creating a representative seal will have the same effect as any other HANKO, but by registering it as a registered seal at the Legal Affairs Bureau at the time of company establishment, the representative seal will become valid as a corporate seal. Used to stamp important contracts for the company. Since it publicly indicates the intentions of the company's representative, it must be kept strictly separate from other HANKO to prevent forgery or unauthorized use. It is also called a round stamp because the stamp is designed to draw a double circle.
bank seal
A bank seal is a HANKO used to notify a financial institution when opening a company bank account. It is used for withdrawals from company accounts, bank transfers, and issuance of bills. Some companies use both the representative seal and the bank seal, but this is not recommended for safety reasons. The more frequently you use it, the greater the risk of forgery or misuse, so it is recommended that you create separate copies and store them separately. It would be a good idea for the company representative to store and manage the representative seal, and the accounting manager to store and manage the bank seal.
square seal
A square seal is a HANKO used in the daily business of a company, and is also called a company seal or company seal. It is used to stamp estimates, invoices, and receipts issued by the company. A square seal is used as a seal that does not require any registration procedures, such as registration with the Legal Affairs Bureau like a representative seal or notification to a financial institution like a bank seal. Since there is no standard for square stamps, you can create HANKO of any design, but generally the company name is engraved within a 21mm to 24mm square frame.
rubber stamp
Rubber HANKO are used to stamp company addresses and internal communications. It is not efficient to handwrite the company name and address on multiple documents one by one, so we create documents that only require a seal. In addition, there are cases where we create communication HANKO that can be stamped on documents used within the company, such as ``Urgent'' or ``Estimate included.'' Rather than affixing a seal to a contract, it is positioned as a company HANKO that can be used efficiently in daily operations.
How to stamp the contract
There are two ways to affix a seal to a contract: name and seal and signature and seal. You may have heard of these stamping methods often, but I will introduce them to you along with the differences between them.
Name and seal
Signing and sealing is a method in which company information and the name of the representative are printed on a document in advance, and the contract can be concluded simply by affixing the seal. It does not have to be handwritten, just your name written on the document. In the case of contracts between corporations, it is often the case that the contract is concluded with a signature and seal.
signature and seal
Signature and seal is a method of sealing a contract by signing the name of the person signing the contract and affixing the seal. Since there is the signature of the person on the document, it can be said to be a more reliable method of affixing a seal than with a name and seal. In many cases, signatures and seals are used for contracts made by individuals. By the way, seal and seal have almost the same meaning, but it will be easier for the other party to understand if you use seal when signing your name and seal when signing.
How to stamp a HANKO
There are also rules for how to stamp a HANKO. The way you press it will change depending on your purpose, so be sure to learn the basics.
Seal
The first step is to stamp the signature field. Indicates that you agree to the contract details stated in the document. Place your HANKO so that the impression appears on the right side of your name or signature.
Seal
A seal is a sealing method used to indicate that consecutive documents are one contract. By affixing your seal across consecutive pages, you can expect to prevent the document from being replaced or tampered with.
tally impression
A stamp is a method of stamping multiple contracts to indicate that they are in pairs. For example, a wariin is used for contracts that are related, such as the original and duplicate.
Stamp
A stamp is a method of stamping a contract to prevent unauthorized additions to it. In some cases, a seal is affixed at the end of the contract text, or a handwritten note is written with "space below."
postmark
A postmark is a method of stamping to prevent unauthorized use of stamps and stamps. Stamp the stamp so that it spans the document and the stamp. However, please note that when applying stamps to documents submitted to local governments, you will not be required to postmark them yourself.
correction mark
A correction stamp is a stamping method used when correcting documents in a contract. This means that the correction was made with the consent of the contractor. Draw a double line over the incorrect part with a ruler, add the correct text in the margin, and stamp it so that it does not overlap the text.
stamp
A sutein is a method of stamping a contract by leaving an impression on the contract in place of a correction stamp. If there is a stamp, the other party can correct the contents even if they do not have the document at hand.
summary
We explained the rules for stamping contracts. If you know the rules for stamping, you will be able to respond smoothly to the other party's requests. For example, when someone suggests that you affix a seal, it will leave a good impression if you can proceed with the procedure with confidence and without panic.
