Best Due Diligence Lawyers in Shizuoka

About Due Diligence Law in Shizuoka, Japan

Due diligence is the systematic process of reviewing legal, financial, operational and regulatory matters before a transaction or other significant business decision. In Shizuoka Prefecture the practice follows the same core principles as elsewhere in Japan but is shaped by local law enforcement, regional regulations and practical issues specific to the area - for example agricultural-land rules, coastal and port regulations, and regional environmental risks. Due diligence is used most often in mergers and acquisitions, real estate purchases, lending and project financing, joint ventures, asset transfers and compliance audits.

In Japan legal work is done by licensed attorneys called bengoshi (弁護士). Other professionals commonly involved in due-diligence work include judicial scriveners - shihoushoshi (司法書士) - for company registration and property registration filings, certified public tax accountants - zeirishi (税理士) - for tax due diligence, and licensed real estate appraisers or environmental consultants for specialised technical checks. A local lawyer in Shizuoka will combine general Japanese law knowledge with awareness of prefectural and municipal rules that affect deals in the region.

Why You May Need a Lawyer

A lawyer experienced in due diligence brings legal judgment, risk allocation strategies and practical solutions. Common situations in Shizuoka where legal help is advisable include:

- Mergers and acquisitions of local companies - to review corporate records, shareholder structure, contracts, litigation, regulatory approvals and hidden liabilities.

- Purchase of real estate - to confirm title, easements, building permits, land-use zoning, coastal or mountain-slope restrictions, agricultural-land conversion issues and past contamination.

- Project financing or lending secured by assets located in Shizuoka - to advise on enforceability of security interests and perfection under Japanese law.

- Cross-border transactions involving local subsidiaries or assets - to ensure compliance with foreign investment notifications, tax structuring and translation of documents.

- Regulatory compliance reviews - to check employment and labor obligations, environmental permits, waste handling, product safety and local business permits.

- Government procurement or public-private partnerships - to assist with bid requirements, contract terms and public-law approvals.

- Post-acquisition integration - to address employment transfers, contract novations, restructuring and registration filings.

Local Laws Overview

Key legal and regulatory areas to consider in Shizuoka due diligence include the following:

- Corporate law - review articles of incorporation, shareholder registers, board minutes, statutory ledgers and capital structure. Confirm authority for signatories and existence of undisclosed affiliates or cross-shareholdings.

- Property and land law - examine property registration (kotosaki entry in the Legal Affairs Bureau), title defects, mortgages and liens. In Shizuoka special attention should be paid to farmland controlled by the Agricultural Land Act (農地法) - conversion of agricultural land to non-agricultural use generally requires permission from the prefectural agricultural committee. Coastal and port sites may be subject to port law and local ordinances.

- Zoning, building and natural-park rules - parts of Shizuoka are within national parks and protected areas, and the prefecture enforces building codes, slope-land regulations and coastal development rules. Check building permits, earthquake-resistance records and historical-preservation rules where applicable.

- Environmental law - inspect past industrial use, soil contamination, waste disposal history and required permits under national and prefectural environmental regulations. Former factory sites or ports may have contamination or remediation obligations.

- Employment and labor law - verify employment contracts, social insurance enrollment, retirement obligations, collective-bargaining agreements and any disputes with unions or employees. Japan has detailed procedural and notice requirements for dismissals and collective actions.

- Tax law - ensure corporate, local and consumption tax filings are accurate and liabilities are identified. Confirm status of local taxes, property-tax assessments and any tax incentives that may have conditions or clawback provisions.

- Regulatory permits and licenses - many businesses require permits from prefectural or municipal authorities - food handling, manufacturing, waste management, transport, and healthcare. Confirm validity, transferability and any outstanding compliance conditions.

- Litigation and administrative proceedings - search court records and administrative records for pending lawsuits, investigations or sanctions. Unresolved disputes can significantly affect value and post-closing risk.

- Contractual obligations - review major customer, supplier, lease and loan agreements for change-of-control provisions, termination rights, assignment restrictions and indemnities.

Frequently Asked Questions

What is the scope of due-diligence work in Shizuoka?

Scope varies by transaction but typically covers corporate, financial, tax, legal, employment, real estate, environmental and regulatory matters. For Shizuoka-specific risks you should add checks for agricultural-land permissions, coastal or port regulation, slope-land safety and local subsidy conditions. The scope is agreed with legal counsel based on the size and nature of the target.

How long does due diligence usually take?

Timelines depend on transaction complexity and cooperation of the target. Small local acquisitions may take a few weeks, while larger M&A deals can take several months. Real-estate focused due diligence can be quicker if title documents and permits are straightforward, but environmental or zoning issues can extend the schedule. Allow additional time for translations or coordination with tax and technical specialists.

What documents will a lawyer ask for?

Commonly requested documents include articles of incorporation, shareholder registers, board and shareholder minutes, financial statements, tax filings, major contracts, employment records, property registrations, permits and licenses, insurance policies and any previous due-diligence reports. Lawyers will typically provide a checklist tailored to the deal.

Can a foreign investor carry out due diligence in English?

Yes, but expect practical limits. Many corporate and property records are in Japanese and governed by Japanese law. Some lawyers and firms in Shizuoka or nearby cities will provide bilingual support. For foreign investors you should budget for translation costs and use an attorney with experience in cross-border transactions.

What are the typical fees for due diligence in Japan?

Fee structures vary - some lawyers charge hourly rates, others offer fixed-fee packages for specific checks. Specialized consultants - tax accountants, appraisers and environmental engineers - charge separately. Costs depend on the deal size, the depth of review and whether on-site inspections or complex searches are needed. Request a written engagement letter that outlines fees and billing estimates.

Who handles property registration and filings in Shizuoka?

Property registration and corporate filings are made through the Legal Affairs Bureau - Homukyoku (法務局). In Shizuoka there are local offices that maintain land and corporate registries. For filings you can use a bengoshi or a judicial scrivener (shihoushoshi) for certain matters - judicial scriveners commonly handle registration filings under specified thresholds and procedures.

What environmental checks are important in Shizuoka?

Important checks include past industrial use, soil contamination tests, hazardous-material storage, groundwater assessments, waste-handling records and compliance with national and prefectural environmental permits. Coastal and former port sites may have contamination from marine-related industries. If contamination or remediation obligations exist, quantify potential costs and legal duties for cleanup.

Are there special rules for farmland and rural properties?

Yes. The Agricultural Land Act regulates the use and transfer of farmland. Converting agricultural land to non-farming use generally requires approval from the prefectural agricultural committee. Buyers should confirm whether the land is designated as agricultural, whether current operations are compliant, and whether conversion or development will be permitted.

What should I expect in an engagement letter with a Shizuoka lawyer?

An engagement letter should set out the scope of work, fee arrangements and billing method, the expected schedule, confidentiality terms, any limitation of liability, and authority to contact third parties or order searches and reports. For transactions you will often also sign a non-disclosure agreement before full access to sensitive materials.

How do I evaluate and choose a local lawyer or firm in Shizuoka?

Consider experience with the transaction type, local regulatory knowledge, bilingual capabilities if needed, track record with similar deals, and the ability to coordinate tax, environmental and technical specialists. Check membership in the Shizuoka Bar Association - Shizuoka-ken Bengoshi-kai (静岡県弁護士会) - and ask for references and fee estimates. A short initial consultation helps both sides define scope and fit.

Additional Resources

Below are types of organisations and bodies that can assist with due-diligence matters in Shizuoka. Contact them for official records, guidance or specialised services - consult your lawyer on which are relevant for your situation.

- Shizuoka Legal Affairs Bureau - for land and corporate registration records and filings.

- Shizuoka Prefectural Government - departments for land use, agriculture, environment, industry and local permits.

- Shizuoka Tax Office and National Tax Agency regional offices - for corporate and local tax matters and records.

- Shizuoka Labor Bureau - for employment-related regulations and issues.

- Shizuoka Prefectural Environmental or Conservation Departments - for environmental guidance and local regulations.

- Shizuoka Bar Association - to find qualified bengoshi and for complaint or referral services.

- Certified Public Tax Accountant associations and local tax professionals - for tax due-diligence and structuring.

- Judicial scrivener offices - for registration and certain filing assistance.

- Licensed real estate appraisers and environmental consultants - for technical assessments such as soil surveys, structural inspections and valuation reports.

- Japan External Trade Organization - JETRO - and prefectural business promotion offices - for support to foreign investors and information about local incentives or subsidies.

Next Steps

If you need legal assistance with due diligence in Shizuoka follow these practical steps:

- Define your objective - are you acquiring a business, buying property, lending money or performing a compliance review? Clear objectives determine scope and urgency.

- Prepare a preliminary checklist - gather basic documents such as corporate certificates, financial statements, property registries and major contracts to share with counsel.

- Engage local counsel - contact a Shizuoka-based bengoshi or a firm with local experience. Ask for a written engagement letter that outlines scope, deliverables, fees and timelines.

- Sign a non-disclosure agreement - to enable secure sharing of sensitive documents.

- Coordinate specialist advisors - based on the scope you may need a tax advisor, environmental consultant, real-estate appraiser or judicial scrivener. Your lawyer will usually coordinate these specialists.

- Prioritise material issues - work with counsel to identify legal defects, regulatory risks and items that require negotiation or indemnity. Focus on issues that influence deal economics or dealability.

- Negotiate protective measures - depending on findings consider price adjustments, representations and warranties, escrow arrangements, indemnities or conditional closings.

- Complete filings and registrations - ensure all post-closing registrations, permit transfers and tax notifications are completed on schedule to avoid penalties.

If you are unsure where to start, arrange an initial consultation with a Shizuoka-based attorney. Prepare a short summary of the transaction, an initial list of documents, and key deadlines. This will allow the lawyer to propose a tailored due-diligence plan and cost estimate so you can proceed with confidence.