Japan Anti-corruption Guide 2022

Published on Jul 14, 2022

1. Is your country a member of the OECD Anti-Bribery Convention?


2. Is your country a member of any other bilateral or multilateral conventions on anti-corruption?

Yes. Japan is a part of the United Nations Convention against Corruption (UNCAC).

3. Are there local anti-corruption laws in your country focusing on corporations, not individuals? If yes, what sanctions can be imposed?

Partly, yes. In Japan, no anti-corruption laws are focused only on corporations. In the case of bribery of domestic public officials, the Penal Code of Japan does not punish a corporation even if its employees commit bribery acts. However, if a representative, an agent, or an employee of a corporation commits an act of bribery to foreign public officers in connection with the corporation's business, the individuals and the corporation shall be punished by a fine of no more than 300 million yen under Article 22 of the Unfair Competition Prevention Act.

4. Can companies be held liable for acts of corruption under civil or administrative law?

No. In Japan, there are no laws or regulations providing for civil and administrative responsibilities to corporations for the direct reason that their employees have committed a bribe. However, depending on the corporation's business type, such as financial institutions, the supervisory authorities (e.g., Financial Services Agency) may issue a business improvement order or other administrative action to such a corporation due to the deficiency in its compliance system.

5. Is corruption of individuals punishable?

Yes. Article 967 of the Companies Act of Japan (Act No. 86 of 2005) imposes penalties on a person who has made a wrongful request in connection with the duties of the person specified by the law ("Recipient") and has given, offered, or promised to give any property benefits to the Recipient. The Recipient specified by the law includes, among others, a director, statutory auditor, executive officer (shikko-yaku), manager (shihai-nin), and an employee delegated with certain business matters of a Stock Corporation (kabushiki kaisha). A "wrongful request" means any request for action or omission which constitutes a breach of law or constitutional documents and other significant corporate governance rules of a stock corporation.

6. Are facilitation payments allowed?

No. There is no exemption for small facilitation payments under Japanese law.

7. Is there a legal regulation/maximum limit for accepting or giving gifts, invitations, etc.?

No, there is no legal regulation or maximum limit for accepting or giving gifts, invitations, etc., meaning that even the smallest gift can be a bribe under Japanese penal laws. Also, the National Public Service Ethics Code, which applies to officials working for the national government, prohibits officials from receiving any money or gifts from interested parties. Local governments have similar ethics codes.

8. Are bribes to foreign government officials prohibited?

Yes, the Unfair Competition Prevention Act prohibits bribes to foreign government officials. Please see the answer to Question 3 for details.

9. Does your legislation have any extraterritorial reach?

Yes, but extraterritorial reach is limited to Japanese nationals and companies under the Penal Code of Japan. Foreign nationals and companies will not be subject to Japan's Unfair Competition Prevention Act which prohibits bribing foreign government officials.

10. Is it possible to confiscate assets from the company?

Yes, if the company does not pay the fine imposed by the criminal court.

11. Does your legislation rely on deferred prosecution or non-prosecution agreements or any other type of non-trial resolution for corruption?

Japan does not "rely" on such a process. Still, from June 2016, for certain crimes (which includes bribery of foreign government officials), a prosecutor may, with consent from the defense counsel, agree with the accused or indicted person to refrain from prosecution, prosecute for lesser offenses, or seek lesser penalties (among others). This agreement can only occur if the person cooperates with the prosecution of other persons, such as testifying against such other persons or providing evidence for their crimes.

12. Can a company be liable for the acts of its intermediaries or third parties?

No, there is no such legislation in Japan. A company is criminally prosecuted only if its constituents commit a crime and only if the statute provides for such a penalty. Please see the answer to Question 3 for details.

13. Can a parent company be liable for the acts of its subsidiaries?

No. There is no provision that the parent company is liable for the acts of its subsidiaries. On the other hand, under the Companies Act of Japan, the directors of the parent company are obliged to supervise the operations of the subsidiaries. If the parent company suffers damage from the corruption acts of its subsidiaries, the directors of the parent company may be liable for the damage due to their insufficient supervision over the subsidiaries.

14. Are there any affirmative defenses or exceptions for those accused of corruption acts?

Yes. Under the Unfair Competition Prevention Act, the company is legally presumed to be negligent and will be punished for employee corruption. This presumption of negligence may be rebutted by producing evidence showing that the company took necessary measures and fulfilled its duty of care to prevent the employee's specific corruptive action in question. Also, a company may be exempt from punishment for corruption by plea deal with the prosecutor.

15. Does your jurisdiction require domestic entities to implement anti-corruption internal programs?

No. Anti-corruption internal programs are not required, but they are recommended.

16. Is having a compliance program a defense or mitigating factor, while reviewing sanctions?

Yes. As mentioned in the answer to Question 14, the company's presumption of negligence may be rebutted by producing sufficient evidence. The fact that the company has an anti-corruption compliance program could be a piece of evidence as well as a mitigating factor.

17. Could the cooperation with the authorities or an internal investigation be a defense or mitigating factor?

Yes, the existence of an internal investigation and/or cooperation with authorities demonstrates the integrity of the compliance program.

18. Is there any publicly available guideline issued by the authorities in charge of enforcing anti-corruption laws? For example, manuals on compliance programs, leniency agreements, etc. If so, please provide the link.

Yes. The Ministry of Economy, Trade and Industry established guidelines for the Prevention of Bribery of Foreign Public Officials.



City-Yuwa Partners
Yasuyuki Kuribayashi, yasuyuki.kuribayashi@city-yuwa.com
Akira Nagasaki, akira.nagasaki@city-yuwa.com
Naoyuki Kishimi, naoyuki.kishimi@city-yuwa.com