Startup Legal
For a company in its first few years, legal advice is judged less on whether it is correct than on when it arrives. A flawless memorandum delivered the day before launch, however accurate and thorough, cannot be built into the product.
I joined the legal department of Rakuten, Inc. as a new graduate and spent four years next to the business teams, on the side that puts services into the world. Before launch: analysing competitors, designing the business structure, working through data handling, negotiating with regulators where necessary, and finally reducing all of it to terms of service. After launch: checking the design of campaigns and prize promotions, adjusting merchant agreements, handling user complaints. I then qualified as a lawyer and now handle everything from corporate and M&A to dispute resolution. What I bring is the sense of time that comes from the business side, together with the precision expected of outside counsel.
For a company based outside Japan, the difficulty is rarely the law in the abstract. It is that the operative rules sit in guidelines and Q&A documents published only in Japanese, and that the answer often depends on how a regulator has read them in practice. That is the gap I am useful for.
Stage
Rather than building out compliance comprehensively, I work backwards from what has to be settled now.
The corporate skeleton, and the promises between founders and with the parent company.
An early read on whether the model is lawful, delivered while design changes are still cheap.
Financing, hiring, partnerships, expansion. Clearing the issues that surface at each stage, on the schedule of the business plan.
Establishing the facts, deciding what to disclose, explaining it externally, engaging with regulators — in that sequence.
Topics
Questions from companies entering the Japanese market tend to fall into the areas below. In each of them the statutory text alone does not settle the answer: the operative standard sits in guidelines, enforcement standards and Q&A documents published by the ministries, almost all of them in Japanese only.
Whether a sector-specific statute reaches your model, and whether a licence, registration or notification is required, shapes the design of the service itself. The same business attracts different statutes depending on who contracts with whom and where the money flows. I look at this while changes to the design are still cheap.
Publishing terms does not make them part of the contract. The Civil Code sets requirements for incorporating standard terms, for amending them, and for what an exclusion of liability can say. A translated set of home-country terms rarely satisfies them, and the privacy policy has to match the data flows you actually operate.
What is required turns on whether the handling is collection, use, third-party provision or entrustment. Where the recipient sits outside Japan, Article 28 of the APPI applies separately, and being a processor is not a reason to skip it. Breach reporting runs to a short clock, so the decision-maker should be identified in advance.
A contract headed "services agreement" does not settle the question. Employee status is assessed from the reality of the engagement: freedom to decline work, supervision over method, constraints on time and place, and the character of the remuneration. The Freelance Act adds obligations on the commissioning side.
Not every question comes from the company side. Individuals — freelancers, employees, executives, founders and investors — also arrive with a Japanese contract that has turned against them: an unpaid invoice, an abrupt termination, equity that never materialised, a co-founder split, money advanced and not returned. Those matters are handled separately from the company-side work on this page.
Subsidiary, branch or direct cross-border supply — the choice affects tax, licensing and the contracts you can sign locally. Intra-group agreements, the allocation of intellectual property and the terms on which the Japanese entity resells or sublicenses are best settled before the first Japanese customer, not after.
Japanese investment and shareholder agreements carry prior-consent items, board appointment rights, liquidation preferences and deemed liquidation clauses. Each constrains the next round and the exit, so each is read against the plan. I also say where there is room to negotiate.
Under the Premiums and Representations Act, a claim about performance stands or falls on whether you hold substantiating material before publication. The stealth marketing notification can reach posts where the business was involved in deciding the content, so influencer, affiliate and employee posting all need an operating rule.
Japan's AI Business Operator Guidelines divide roles into developer, provider and user. A company that embeds a third-party model through an API and offers it as its own service normally has to consider the provider role. Training data, the rights in generated output and the allocation of responsibility are the recurring contract points.
Read: a legal checklist for launching a generative-AI service
Copyright in work produced by an external contractor stays with the creating side unless the contract assigns it; payment on delivery does not move it. Moral rights cannot be assigned, so a non-assertion covenant is used where adaptation is planned. Clear the service name before launch.
On 1 January 2026 the Subcontract Act became the Toriteki-hō, and a headcount test now sits alongside the capital test. A Japanese subsidiary with modest capital but a grown headcount can be caught. The ban on promissory notes, on charging transfer fees to the supplier and on setting prices without consultation reaches both the contract and the payment run.
I maintain an index of 343 of those guidelines, filterable by industry and by function. The index and the documents are in Japanese; explaining what they require is part of the work.
Notes on these topics
Method
On a new business, the advice that pays for itself is rarely the part that applies the law to a fixed design. It is the part that changes the design the law is applied to. Keep the commercial objective, and the statutes in play move as you change who contracts with whom, how the money moves, and what rights are held.
So when I am asked whether a structure is lawful, I do not answer only yes or no. I separate out which element is pulling in which regulation, ask whether the same commercial result can be reached in a form that engages less of it, and where it cannot, say what has to be obtained and what has to be given up.
The method is set out in full in a worked example: five structures for shared holiday homes in Japan, sorted by legal character, with the Inns and Hotels Act, the Travel Agency Act, the Payment Services Act and financial regulation attached to each.
Competency
My first professional training was not at a law firm. It was at Rakuten. What I took from four years in that legal department was less a body of knowledge than a way of working.
Rakuten sets out a code of conduct for all of its employees, published as Rakuten Shugi. Three parts of it are still the spine of how I practise. Translated into legal work, they are what I can commit to a client.
When something new goes to market, unforeseen obstacles are certain. A regulation with no precedent to apply, an area where the authorities have not settled their position, a specification that changes at the last minute. Rather than turning back with "this cannot be done", I keep looking for another route to the same objective. My job is to stay on your side of the table until we find an answer that lets the business move.
Outside counsel can give an opinion and leave it there. I would rather treat whether your business succeeds as my problem. I want to understand the model, where the revenue comes from, the internal politics and why a decision is urgent, and then advise on the basis of what I would do if I worked there. I will not make you carry the burden of legal vocabulary; I will talk in the language of the business.
Rigorous legal analysis takes time. That does not mean the business should stop until it is finished. Identifying accurately and quickly where the real bottleneck lies, and keeping the business able to move, is in my view what genuinely valuable legal work consists of.
"Rakuten Shugi" and its "Five Principles for Success" are the corporate philosophy established and published by Rakuten Group, Inc., and the rights in that content and in those names belong to that company. The passages on this page are my own interpretation and summary of that philosophy, based on my personal experience.
How
Bring one issue. I tell you the likely conclusion, how confident I am, and how long a firm answer will take. Where you need something to show internally or to a stakeholder, I will draft a memorandum. Charged by time.
Drafting and reviewing contracts, preparing terms of service, supporting a financing round. I set out the scope and an estimate in writing before starting, and begin once you have agreed to it.
A monthly retainer sized to the volume of questions. Where it helps, we also carve out the decisions your team can make without me.
Fees are quoted individually, based on the substance of the matter, its difficulty and the work it is likely to require. You will always have the amount and the scope in writing before instructing me.
FAQ
A single question is fine. Spot advice is how most engagements start, and whether an ongoing arrangement makes sense is something you can decide after a few of them.
Individually, based on the substance of the matter, its difficulty and the work it is likely to require. Spot advice is charged by time. For work taken on by matter, I set out the scope and an estimate in writing before starting and begin once you have agreed to it. You will not be in a position where the cost is unclear before you instruct me.
Three things: an outline of the matter, the timeline by which a decision is needed, and who is involved (counterparty, investors, group companies). With those, I can tell you quickly whether I can take it on and how long an answer will take. Please hold back detailed documents until the conflicts check is complete.
Yes. Advice, drafting and negotiation in English, including English-language contracts and discussions with investors and counterparties outside Japan. Where a Japanese-language filing or a submission to a regulator is required, I prepare it and explain it to you in English.
No. Questions about whether a model can be offered into Japan from outside, and about the choice between a subsidiary, a branch and direct cross-border supply, come up before incorporation and are better settled then.
Tokyo, working with clients across Japan and abroad. Meetings are usually held by video conference, so location is rarely a constraint. Time zones are workable with notice.
No. This site concerns matters I take on in my own name. Instructions to Yoshikawa Law Firm, where I practise, go through the firm's website. A conflicts check is carried out either way.