Best Accounting & Auditing Lawyers in Shizuoka

About Accounting & Auditing Law in Shizuoka, Japan

Accounting and auditing in Shizuoka are governed primarily by national Japanese laws that apply uniformly across all prefectures, combined with local administrative practices and the presence of local professional bodies. Key legal frameworks include the Companies Act, the Financial Instruments and Exchange Act, and the Certified Public Accountants Act. These laws set out requirements for bookkeeping, financial reporting, audits, auditor qualifications, and disclosures for corporations, especially for publicly listed companies and large companies. In practice, businesses and individuals in Shizuoka rely on local certified public accountants, tax accountants, and lawyers for compliance, audit engagements, tax filings, dispute resolution, and response to regulatory investigations.

Why You May Need a Lawyer

Accounting and auditing issues often intersect with legal duties, regulatory obligations, and potential disputes. You may need a lawyer in Shizuoka if you face any of the following situations:

- Allegations of accounting fraud or financial misstatement that could lead to civil claims, criminal charges, or administrative sanctions.

- A regulatory investigation by agencies such as the Financial Services Agency or the tax authorities that requires legal representation and negotiation.

- Disputes with auditors or accounting firms regarding alleged negligence, breach of contract, or fee disputes.

- Shareholder disputes driven by financial reporting issues, including demands for inspections, derivative suits, or calls for special audits.

- Complex corporate transactions such as mergers, acquisitions, and reorganizations that require audited financial statements and legal structuring to meet statutory requirements.

- Preparation for an initial public offering or other financing events that require close coordination between legal counsel, auditors, and corporate officers to meet disclosure and audit standards.

- Tax assessments or disputes after tax audits where legal arguments on interpretation of tax law are necessary together with accounting adjustments.

- Allegations of professional misconduct against CPAs or tax accountants where disciplinary proceedings could follow.

Local Laws Overview

The legal landscape in Shizuoka for accounting and auditing reflects national law applied locally. Key features to understand are:

- Companies Act - establishes corporate governance standards, duties of directors and statutory auditors, and shareholder rights. It sets thresholds for when companies must have statutory audits or audit committees, and specifies duties related to preparation and disclosure of financial statements.

- Financial Instruments and Exchange Act - governs disclosure by listed companies, financial reporting obligations, and requirements for statutory audits of securities issuers. It also governs securities-related misconduct and public disclosure obligations.

- Certified Public Accountants Act - governs the licensing, duties, and professional regulation of certified public accountants and audit firms operating in Japan. It sets standards for who may perform statutory audits and the conditions for audit work.

- Tax laws - including the Corporation Tax Act, Consumption Tax Act, and related tax regulations - govern how accounting records translate into taxable income and taxes due. Tax investigations are conducted by the National Tax Agency and regional tax offices, such as the Shizuoka Regional Taxation Bureau.

- Audit oversight and professional standards - auditing quality and professional conduct are overseen by bodies such as the Certified Public Accountants and Auditing Oversight Board and the Japanese Institute of Certified Public Accountants. These bodies enforce standards, conduct inspections, and may recommend disciplinary action.

- Local administrative and procedural aspects - corporate filings, business registration, and certain procedural matters are handled through local offices such as the Shizuoka Legal Affairs Bureau and local tax offices. Local bar association rules and dispute resolution practices in Shizuoka also shape how accounting disputes are litigated or mediated in the region.

Frequently Asked Questions

Do all companies in Shizuoka need an external audit?

Not all companies are subject to mandatory external audits. Under the Companies Act and related rules, audits are typically required for listed companies, large companies that exceed specified thresholds for capital or number of shareholders, and certain companies using specific governance structures. Small and medium sized enterprises may be exempt or have simplified requirements. Whether an audit is required depends on the corporation type and size, not the location in Shizuoka.

What is the difference between a statutory audit and a tax audit?

A statutory audit is an examination of financial statements to confirm they present a true and fair view in accordance with statutory accounting standards - it is performed by certified public accountants when required by law or corporate governance needs. A tax audit is a review conducted by tax authorities to verify tax filings and assess tax liability. The two audits have different objectives, scope, and standards, though they may rely on similar accounting records.

Who can perform an audit in Japan?

Only licensed certified public accountants or audit firms registered under Japanese law may perform statutory audits. Tax advisors and tax accountants provide tax services, but statutory financial audits for companies subject to audit requirements must be carried out by licensed CPAs or registered audit firms.

What should I do if I suspect accounting fraud in my company?

If you suspect fraud, preserve relevant documents and electronic records, limit further access to suspected areas, and seek immediate advice from a lawyer experienced in accounting and corporate matters and from a certified public accountant for a forensic review. Early legal advice helps manage internal investigations, whistleblower protections, and reporting obligations to regulators or law enforcement.

Can auditors or accountants be held legally liable in Japan?

Yes. Auditors and accountants may be liable for professional negligence, breach of contract, or violations of statutory duties. Liability can arise in civil suits for damages, administrative sanctions, or in serious cases criminal prosecution. Proving liability often requires showing a breach of relevant professional standards and a causal link to losses suffered.

How are accounting disputes typically resolved in Shizuoka?

Accounting disputes can be resolved by negotiation, mediation, arbitration, or litigation. Many disputes begin with discussions between the parties and their professional advisers. If settlement is not possible, arbitration or court litigation in civil courts may follow. For regulatory disputes, administrative procedures or appeals to administrative courts may apply. Local practitioners and the Shizuoka Bar Association can advise about the best forum based on the issue.

What obligations do directors have regarding financial statements?

Directors are legally responsible for preparing and approving accurate financial statements and ensuring proper bookkeeping. They must act with due care and in the companys best interests. Failure to fulfill these duties can lead to civil liability to the company and shareholders, and in serious instances, criminal liability under the Companies Act or related laws.

What happens if a public company in Shizuoka fails to meet disclosure obligations?

Failure to meet disclosure obligations can trigger regulatory investigations, administrative sanctions by the Financial Services Agency, penalties, forced restatements, and loss of market trust. Depending on the nature of the failure, there may also be civil liability to investors and potential criminal consequences for willful misstatements.

How can I find a qualified accountant or auditor in Shizuoka?

Search for licensed certified public accountants or registered audit firms that operate locally in Shizuoka. You can contact professional associations, such as local chapters of the Japanese Institute of Certified Public Accountants or the Shizuoka tax accountant association, and seek lawyer referrals from the Shizuoka Bar Association. When selecting a professional, verify licenses, relevant experience, industry knowledge, and references.

Are there special rules for foreign companies or foreign investors operating in Shizuoka?

Foreign companies operating in Shizuoka must comply with the same Japanese accounting and auditing laws as domestic entities. Additional considerations may include translation of financial statements, cross-border taxation, transfer pricing, and compliance with home country reporting obligations. Foreign investors should work with Japanese lawyers and accountants who have experience with cross-border issues and can coordinate with overseas advisers.

Additional Resources

Financial Services Agency - national regulator for securities and financial disclosure rules.

Certified Public Accountants and Auditing Oversight Board - oversight body for audit quality and CPA regulation.

Japanese Institute of Certified Public Accountants - professional association providing standards and guidance for CPAs.

National Tax Agency and Shizuoka Regional Taxation Bureau - for tax audits, guidance, and filings.

Shizuoka Legal Affairs Bureau - for corporate registrations and filings under the Ministry of Justice.

Shizuoka Bar Association - for referrals to lawyers experienced in accounting, auditing, corporate, and tax litigation.

Shizuoka Tax Accountants Association - for locating qualified tax accountants and advice on tax accounting.

Local chambers of commerce - for practical guidance on local business practices and introductions to professional advisers.

Ministry of Economy, Trade and Industry - for guidance on corporate governance standards and compliance expectations for companies.

Next Steps

1. Gather key documents - assemble financial statements, audit reports, contracts, board minutes, tax filings, correspondence with auditors, and any electronic records that relate to the issue. Clear documentation speeds up review and preserves evidence.

2. Identify your objective - determine whether you need compliance advice, representation in a dispute, preparation for an audit, defense against a regulatory investigation, a forensic review, or negotiation with a counterparty.

3. Consult both legal and accounting experts - for complex matters use a lawyer experienced in accounting and audit disputes together with a certified public accountant or forensic accountant. Lawyers handle legal strategy, privilege, and litigation while accountants handle technical accounting analysis.

4. Check for local expertise - ask the Shizuoka Bar Association or professional accounting associations for referrals to practitioners with experience in your industry or issue.

5. Act promptly - some claims and regulatory responses are time-sensitive, and statutes of limitation may apply. Early action helps protect rights and evidence.

6. Prepare for costs and process - ask for an engagement letter that sets out scope, fees, and timelines. Consider alternative dispute resolution if you want a faster or less public outcome than litigation.

7. Seek language support if needed - if you are not fluent in Japanese, engage counsel or accountants who provide bilingual services so you understand filings, legal notices, and regulatory communications.

8. Follow up and monitor - after initial advice, maintain regular contact with your advisers, implement recommended compliance or remedial steps, and monitor any ongoing regulatory or litigation timelines.

If you are unsure where to start, begin by contacting the Shizuoka Bar Association for a lawyer referral and the local certified public accountant association for an accounting specialist. These initial steps will help you build a team that can protect your legal and financial interests in Shizuoka.