Quick Answers
Does a Japanese company need to stamp a contract for it to be valid?
In general, no. A 2020 Q&A from the Cabinet Office, the Ministry of Justice and the Ministry of Economy, Trade and Industry states that a contract is formed by the agreement of the parties, and that a written document or a seal is not required unless a specific rule says otherwise. The seal is one way of proving the contract, not a condition of it.
Is an e-signature service such as DocuSign or a Japanese equivalent recognised in Japan?
Japan has an Electronic Signatures Act, and 2020 government Q&As explain that a service where the provider applies the signature on the user's instructions can count as an electronic signature under the Act. Whether it also gets the Act's presumption of authenticity depends on how securely the signer is identified, for example with two-factor authentication.

TL;DR

When Japanese legal asks where the seal goes, ask what they need it for before you argue. Most private contracts do not legally require a seal; the request usually comes from internal rules and the wish for good evidence. Offer an e-signature path with strong signer authentication, explain that a contract concluded electronically is generally outside stamp duty, and keep a paper option for customers whose rules require their registered seal. Leave the legal conclusion for their contract to Japanese counsel.

Key Takeaways

The Question Behind the Question

"押印はどこにすればよいですか" (where should we put our seal?) is one of the most common messages an overseas vendor receives at the end of a Japanese deal. It is easy to hear it as resistance. In most cases it is a process question from someone who has to file the contract according to their company's rules.

Start with what the law says. In June 2020 the Cabinet Office, the Ministry of Justice and the Ministry of Economy, Trade and Industry published a Q&A on seals. Its first answer states that, under private law, a contract is formed when the parties agree, and that a written document and a seal are not required unless there is a specific rule to the contrary. A contract without a seal is not invalid for that reason (Q&A on seals, 2020). The same document explains that a seal matters as evidence: under the Code of Civil Procedure, a private document bearing the signature or seal of the person is presumed to be authentic, and other evidence, such as email records, can also show that a contract was made.

So when legal asks for a seal, they are usually asking for one of three things: compliance with their internal approval rules, a document they can prove later, or simply the format they are used to. Each has a different answer, and none of them is "Japan does not accept e-signatures."

What Japanese Law Says About E-Signatures

Japan's Act on Electronic Signatures and Certification Business (Act No. 102 of 2000) defines an electronic signature in Article 2 as a measure applied to electronic information that shows who created it and allows any alteration to be detected. Article 3 then provides that an electronic record is presumed to be authentic when it carries the person's own electronic signature, limited to signatures that only that person can make by properly managing the necessary codes or devices (e-Gov law search; see also the Digital Agency's overview).

Note what Article 3 does. It does not make a contract valid; agreement does that. It creates a presumption that helps if the contract is ever disputed, the electronic counterpart of the presumption a seal gives a paper document.

Many global e-signature tools work by having the service provider apply its own key on the user's instructions, rather than each signer holding a personal certificate. In Japan this is often called the 立会人型 (witness-type) model. In 2020 the Ministry of Internal Affairs and Communications, the Ministry of Justice and the Ministry of Economy, Trade and Industry issued two Q&As on exactly this model. The first, on Article 2, says such a service can count as an electronic signature if the measure is taken solely on the user's will, without the provider's own will intervening (Q&A on Article 2, July 2020). The second, on Article 3, says the presumption needs a sufficient level of assurance that the signer is who they claim to be, and gives as an example two-factor authentication, such as a one-time password sent by SMS in addition to the registered email address and login password (Q&A on Article 3, September 2020).

The practical point for a vendor: the Q&As assess services case by case, so do not promise that a given tool "has full legal effect in Japan." Do describe how your signing flow identifies the signer. A Japanese legal team will recognise "SMS two-factor authentication" from the government's own example.

Stamp Duty Is a Reason to Prefer Electronic Contracts

Japan's Stamp Tax Act taxes certain documents, and many paper contracts are among them; the tax is paid by affixing revenue stamps to the paper original (Stamp Tax Act). The tax attaches to a document that is "created", and the National Tax Agency's guidance treats a contract as created when it is delivered to the other party.

In a published ruling on order confirmations sent as PDFs, the tax authority took the view that sending the record electronically does not create a taxable document, so no stamp duty arises; but if a printed copy is delivered to the other party, that paper can become a taxable document (National Tax Agency ruling). This is an interpretation of when a document is created, not an explicit exemption in the Act, and the amounts depend on the type of document and the contract value.

For your customer this can be a real cost saving, and it is often a point in favour of the electronic route that procurement and finance appreciate. Two cautions: do not quote a specific saving for their contract, and do not offer to mail a printed, signed copy "for their records" if the aim is to keep the contract electronic.

Most Larger Japanese Companies Already Sign Electronically

The idea that Japanese companies cannot sign electronically is out of date. JIPDEC's IT usage survey, run with ITR in January 2026 among 1,107 companies with 50 or more employees, reported that e-contract use exceeded 80% for the first time. Among companies using e-contracts, 37.3% used both witness-type and party-type signatures, 26.6% only party-type, and 21.3% only witness-type; 85.2% used some form of electronic signature (JIPDEC/ITR, 2026).

"Using e-contracts" does not mean every contract is electronic. A customer may sign NDAs electronically and still route large or long-term agreements through a seal-based approval. That is why the reply below asks rather than assumes.

The Seals You Will Hear About

Japanese companies typically register a representative's seal (代表者印, often called the company's registered seal) with the Legal Affairs Bureau, which can then issue a seal certificate (印鑑証明書) for it. Since February 15, 2021, filing a seal has been optional for companies that file registrations online, but companies filing on paper, or needing a seal certificate, still register one (Ministry of Justice). For important contracts, some customers will ask for the registered seal plus a certificate. The square company stamp (角印) used on invoices and quotes is a matter of business custom rather than registration.

What about the overseas side? Japan has had a law since 1899 stating that where a statute requires a signature and seal, a foreign national may sign instead, and may sign in place of a seal (Act on Signatures and Seals of Foreign Nationals). Combined with the point that private contracts do not require a seal in the first place, your signatory does not need a hanko. Signing by hand on a paper copy, or electronically, is normal.

Composite example (not from a real customer)

Customer's legal team: 契約書の押印欄はどちらになりますでしょうか。弊社規程上、代表者印での締結が必要です。 (Where is the seal box on the contract? Our rules require execution with the representative's seal.)

Before (translated from the global template)

当社の電子署名は世界中で法的拘束力が認められています。押印は不要ですので、送付したリンクから電子署名をお願いします。

After

ご確認ありがとうございます。当社では電子契約サービスでの締結を標準としており、署名時にはメールアドレスとパスワードに加えてSMSの確認コードで本人確認を行います。電子契約の場合、書面の交付がないため一般に印紙は不要とされています。
御社規程で書面と代表者印による締結が必要な場合は、書面でも対応いたします。その際、当社側は代表者の署名で締結いたします。どちらの方式がよろしいか、ご教示いただけますと幸いです。

Why: The original argues with the customer's rule and makes a claim about global legal effect that their legal team cannot accept. The revision describes how the signer is identified, mentions the stamp duty point as a benefit, offers the paper route their rules may require, and asks them to choose.

How to Answer, Step by Step

Ask what the seal is for

Start with one question: is the seal required by their internal rules, or is it simply the usual format? If it is a rule, ask whether the rule allows electronic contracts. Many companies have added an electronic route since 2020 but still default to paper unless someone asks.

Describe your signing flow in their terms

Name the service, say whether it is a provider-signed (witness-type) or signer-certificate model, and explain how the signer is authenticated. If you can turn on two-factor authentication by SMS or an authenticator app, do it for Japanese contracts and say so. Avoid "legally binding everywhere"; let the customer's counsel draw that conclusion.

Keep a paper route ready

Some customers will still need their registered seal on paper, especially for large or long-term agreements. Prepare a Japanese version of the contract with a signature and seal block for each party: a seal space for them and a signature line for you. If they also ask for a seal certificate, that is their document to provide, not yours. Be aware that a paper contract may be subject to stamp duty; who bears it is a point to agree with the customer.

Do not undo the electronic route

If you conclude the contract electronically, keep it electronic. Sending a printed and signed copy afterwards can create the paper document the electronic route avoided.

Leave the final legal view to Japanese counsel

Everything above describes the general framework. Some contract types have their own rules on writing or formality, and the customer's own regulations come first. If the deal is large or unusual, have Japanese counsel confirm the approach for that contract.

Checklist Before You Send the Contract

  1. You know whether the customer's rules allow electronic contracts, and for which contract types.
  2. Your e-signature flow uses two-factor authentication for Japanese signers, and your reply says so.
  3. The contract has a Japanese version, with a governing-language clause if both versions are signed.
  4. A paper version with a seal space for the customer is ready, in case their rules require it.
  5. Nobody on your side promises a stamp duty saving or "legal effect in Japan"; you describe the process and refer the conclusion to counsel.
  6. No printed copy is sent after an electronic signing unless both sides intend it.
  7. A fluent Japanese reader has checked the reply to legal, so it reads as a helpful answer rather than a translated argument.

Sources

Frequently Asked Questions

Can we refuse to provide a paper contract?

You can say electronic signing is your standard, but if the customer's internal rules require a paper contract with their registered seal, refusing usually just stalls the deal. Offer the electronic route first and keep a paper version ready.

Does our signatory need a Japanese seal?

No. Private contracts do not legally require a seal, and Japanese law has long allowed foreign nationals to sign where a seal would otherwise be used. Your signatory can sign by hand on paper or electronically.

Is every electronic contract free of stamp duty?

Not automatically. The tax authority has treated contracts sent as electronic records as not creating a taxable document, but a printed copy handed to the other party can be taxable. Confirm the treatment for a specific contract with a Japanese tax adviser.

Which e-signature model should we use for Japanese customers?

Both provider-signed (witness-type) and signer-certificate models are used in Japan. If you use a provider-signed service, enable two-factor authentication, which the 2020 government Q&A gives as an example of sufficient signer identification.