AIAI Agent Dev Labaiagentdev-lab.com
Sign in to save progressSign in
Menu

SME Consultant · LESSON 5

Business lawEqual subject marks; equal sampling here · 11 topics

Separate the type of legal right, the agreement and operational practice. Trademarks and copyright protect different subject matter, and ownership differs from permission to use. Clarify scope, acceptance, confidentiality and responsibility boundaries in contracts rather than filling gaps with assumptions. Check current rules and qualified advice for individual decisions.

5.1Business law

Concept

Separate the type of legal right, the agreement and operational practice. Trademarks and copyright protect different subject matter, and ownership differs from permission to use. Clarify scope, acceptance, confidentiality and responsibility boundaries in contracts rather than filling gaps with assumptions. Check current rules and qualified advice for individual decisions.

How it works / steps

  1. Trademarks chiefly concern identifiers of goods or services; specific registrability needs separate review.
  2. Ownership and permitted use are separate issues that the agreement should clarify.
  3. Being publicly accessible does not itself grant permission to reuse a work.

Workplace example

An AI service agreement should address data purposes, output usage, incident handling and exit arrangements. Public availability alone is not permission to reproduce content.

Common confusions and exam tips

Reference links

5.2Company forms, investment and liability

Concept

Shareholders of a stock company generally have liability limited to their subscribed investment; company and shareholder assets are distinct. A Japanese godo-kaisha is a membership company with limited-liability members. Compare governance, financing and transferability, not just formation costs.

How it works / steps

  1. Companies Act Article 104 limits shareholder liability; separate guarantees require separate analysis.
  2. A godo-kaisha consists of limited-liability members; member here means an investor, not an employee.
  3. The company is a separate rights-and-obligations holder; identify contracting parties and avoid commingling funds.

Workplace example

A company loan and its representative’s personal guarantee are separate; limited shareholder liability does not cancel an independently signed guarantee.

Common confusions and exam tips

Mini quiz

Q1. What is the general limit of a stock-company shareholder’s liability?

  1. The same amount as every director
  2. The company’s annual revenue
  3. Subscribed share amount
  4. All company debt without limit
Show answer and explanation

Answer: C Subscribed share amount

Companies Act Article 104 limits shareholder liability; separate guarantees require separate analysis.

Q2. What liability do members of a Japanese godo-kaisha have?

  1. Only managing members have unlimited liability
  2. All have limited liability
  3. All have unlimited liability
  4. Only representatives have unlimited liability
Show answer and explanation

Answer: B All have limited liability

A godo-kaisha consists of limited-liability members; member here means an investor, not an employee.

Reference links

5.3Shareholders, directors and governance

Concept

Powers of shareholders, directors, boards and auditors depend on the governance structure. Distinguish ownership from management and examine conflicts and oversight. In a board company, the board handles key management decisions, supervision and selection of representative directors.

How it works / steps

  1. The board selects representative directors from among directors.
  2. Potential conflicting interests require assessment of approvals and reporting under the company’s governance structure.
  3. Oversight, accountability and checks support sound management and value creation.

Workplace example

If a representative sells personal assets to the company, assess conflict-of-interest approval requirements rather than treating it as an ordinary third-party transaction.

Common confusions and exam tips

Mini quiz

Q1. In a Japanese board company, which body generally selects representative directors?

  1. The main lending bank
  2. Board of directors
  3. An auditor acting alone
  4. Employee assembly
Show answer and explanation

Answer: B Board of directors

The board selects representative directors from among directors.

Q2. Before a director trades with the company personally, what should be checked first?

  1. Conflict-of-interest approval requirements
  2. Only whether the director owns a majority
  3. A written contract removes approval needs
  4. The director’s own consent is sufficient
Show answer and explanation

Answer: A Conflict-of-interest approval requirements

Potential conflicting interests require assessment of approvals and reporting under the company’s governance structure.

Reference links

5.4Shares, financing and reorganization

Concept

Shares represent equity; bonds debt, with different voting and repayment rights. New shares can dilute existing holders. A share transfer changes owners; a business transfer moves specified business assets and relationships, requiring separate checks for contracts, employment and permits.

How it works / steps

  1. The holding remains 60 while total shares become 200, giving 30%.
  2. Shareholders are equity investors and bondholders creditors, subject to the instrument’s specific terms.
  3. The entity remains in a share acquisition; check change-of-control clauses and regulatory notifications separately.

Workplace example

A holder of 60 out of 100 shares falls from 60% to 30% if 100 additional shares go to others and the holder buys none.

Common confusions and exam tips

Mini quiz

Q1. A shareholder owns 60 of 100 shares. Another 100 shares are issued to others. What is the holder’s new percentage?

  1. 40%
  2. 20%
  3. 30%
  4. 60%
Show answer and explanation

Answer: C 30%

The holding remains 60 while total shares become 200, giving 30%.

Q2. What is a basic distinction between shares and corporate bonds?

  1. Only bonds represent ownership equity
  2. Equity investment versus a debt claim
  3. Both have identical voting rights
  4. Both must have repayment maturities
Show answer and explanation

Answer: B Equity investment versus a debt claim

Shareholders are equity investors and bondholders creditors, subject to the instrument’s specific terms.

Reference links

5.5Contracts, breach and termination

Concept

Contracts generally arise from matching offer and acceptance, with formal requirements for some types. Distinguish performance, damages and termination remedies for breach. Written terms also document specifications, acceptance, payment, liability and change procedures.

How it works / steps

  1. Agreement generally forms the contract; statutory exceptions and proof require separate assessment.
  2. Define what will be tested and how to reduce disagreement over acceptance and payment.
  3. Performance, damages and termination have different requirements; assess facts, terms and relevant responsibility.

Workplace example

For software development, specify measurable acceptance conditions, nonconformity procedures and change pricing rather than relying only on “easy to use.”

Common confusions and exam tips

Mini quiz

Q1. What generally establishes an ordinary sales contract?

  1. Matching offer and acceptance
  2. Only full advance payment
  3. Only notarization
  4. Only completed delivery
Show answer and explanation

Answer: A Matching offer and acceptance

Agreement generally forms the contract; statutory exceptions and proof require separate assessment.

Q2. Why specify acceptance criteria in a contract?

  1. Eliminate all customer checks
  2. Always reduce defect liability to zero
  3. Waive every statutory obligation
  4. Share standards for completion and acceptance
Show answer and explanation

Answer: D Share standards for completion and acceptance

Define what will be tested and how to reduce disagreement over acceptance and payment.

Reference links

5.6Receivables, collateral and guarantees

Concept

Credit control connects contracts, delivery evidence, billing, collection and deadlines. Collateral relies on specified property; guarantees add another party’s liability. Limitation periods depend on claim type and starting point, so internal records alone do not determine legal effect.

How it works / steps

  1. A mortgage relies on asset value; a guarantee relies on the guarantor’s obligation.
  2. Reconcile the claim’s basis, fulfillment, amount and settlement to identify unpaid balances and disputes.
  3. Examine the right, enforceability, knowledge and legally relevant suspension or renewal under current law.

Workplace example

For collection delays, review credit limits, balances, promises and security; assess time-sensitive preservation measures with appropriate expertise.

Common confusions and exam tips

Mini quiz

Q1. What distinguishes property security from a personal guarantee?

  1. Specified property versus another party’s liability
  2. Goods sales versus service sales
  3. Cash sales versus credit sales
  4. Domestic versus foreign claims
Show answer and explanation

Answer: A Specified property versus another party’s liability

A mortgage relies on asset value; a guarantee relies on the guarantor’s obligation.

Q2. Which information should receivable control reconcile first?

  1. Treat contract value alone as cash received
  2. Treat issuing an invoice as debtor acceptance
  3. Set all deadlines only from revenue recognition
  4. Contract, delivery, invoice and payment
Show answer and explanation

Answer: D Contract, delivery, invoice and payment

Reconcile the claim’s basis, fulfillment, amount and settlement to identify unpaid balances and disputes.

Reference links

5.7Patents, utility models and designs

Concept

Distinguish protected subject matter, duration and registration procedures. Patents protect inventions, utility models certain device configurations, and designs appearances. Consider filing before disclosure; a Japanese right does not automatically provide worldwide protection.

How it works / steps

  1. The normal term is measured from the filing date, not registration.
  2. Design rights concern appearance; trademarks identify origin, while patents and utility models concern technical creation.
  3. Territorial protection requires assessing rights and filing routes in relevant countries or regions.

Workplace example

For post-April-2020 design applications, duration is up to 25 years from filing. Patents generally run 20 years and utility models ten from filing, subject to relevant exceptions and maintenance.

Common confusions and exam tips

Mini quiz

Q1. Excluding extensions and other exceptions, what is the usual patent term in Japan?

  1. 10 years from filing
  2. 10 years from registration
  3. 20 years from filing
  4. 20 years from registration
Show answer and explanation

Answer: C 20 years from filing

The normal term is measured from the filing date, not registration.

Q2. Which industrial property right primarily protects a product’s visual design?

  1. Utility model
  2. Design right
  3. Patent
  4. Trademark
Show answer and explanation

Answer: B Design right

Design rights concern appearance; trademarks identify origin, while patents and utility models concern technical creation.

Reference links

5.8Trademarks, brands and licensing

Concept

Trademarks identify the origin of goods or services. Check designated goods/services and similarity; company-name registration is not trademark registration. Japanese trademarks run ten years from registration and can be renewed. Licenses need scope, territory, term and quality-control terms.

How it works / steps

  1. Trademarks protect source-identifying signs such as words and symbols.
  2. The ten-year registration term can be renewed, unlike a patent term.
  3. Define scope, quality and display controls, fees, term and end-of-license treatment.

Workplace example

Before printing a new shop name on signs, search conflicting marks and consider goods/services classes and expansion territories.

Common confusions and exam tips

Mini quiz

Q1. What is the basic subject matter of trademark protection?

  1. All business ideas
  2. The entire internal structure of machinery
  3. Signs identifying goods or service origin
  4. Every technical invention
Show answer and explanation

Answer: C Signs identifying goods or service origin

Trademarks protect source-identifying signs such as words and symbols.

Q2. What is the usual Japanese trademark term and renewal rule?

  1. Five years from registration, not renewable
  2. 10 years from registration, renewable
  3. 20 years from filing, not renewable
  4. 25 years from filing, not renewable
Show answer and explanation

Answer: B 10 years from registration, renewable

The ten-year registration term can be renewed, unlike a patent term.

Reference links

5.9Copyright, trade secrets and data

Concept

Copyright protects creative expression rather than abstract ideas and generally arises without registration. Trade-secret protection requires secrecy management, usefulness and nonpublic status. Data-use rights also depend on contracts and collection conditions.

How it works / steps

  1. Japan follows automatic protection; assess whether a work qualifies and who owns the rights.
  2. Distinguish expression from ideas; names may require trademark analysis instead.
  3. These concern trade secrets under unfair-competition law, unlike patentability requirements.

Workplace example

Protect design know-how with access controls, handling procedures and confidentiality agreements as well as confidential labels.

Common confusions and exam tips

Mini quiz

Q1. When does copyright generally arise in Japan?

  1. Ten years after publication
  2. Only when payment is made
  3. At creation without required registration
  4. Only on filing at the Patent Office
Show answer and explanation

Answer: C At creation without required registration

Japan follows automatic protection; assess whether a work qualifies and who owns the rights.

Q2. What does copyright ordinarily protect directly?

  1. Every short product name itself
  2. Specific creative expression
  3. Abstract ideas themselves
  4. Exclusive ownership of facts
Show answer and explanation

Answer: B Specific creative expression

Distinguish expression from ideas; names may require trademark analysis instead.

Reference links

5.10Competition law and fair subcontracting

Concept

Distinguish competitor cartels from unfair use of superior bargaining position. Japan’s revised subcontracting law took effect in January 2026; check transaction, size and order-date requirements. Competition law and subcontracting law are distinct, and contractual consent does not automatically cure unlawful conduct.

How it works / steps

  1. Coordinating competitors’ prices raises unlawful restraint-of-trade concerns.
  2. Apply the January-2026 reform and check transaction and size requirements.
  3. Assess relative bargaining position and unjust disadvantage against normal commercial practice in the specific case.

Workplace example

Agreeing next month’s minimum prices with competitors differs from learning general cost information and raises competition concerns.

Common confusions and exam tips

Mini quiz

Q1. Competitors agree on next month’s minimum selling price. What concern arises?

  1. Trademark licensing itself
  2. Price cartel
  3. Ordinary independent pricing
  4. Internal cost accounting
Show answer and explanation

Answer: B Price cartel

Coordinating competitors’ prices raises unlawful restraint-of-trade concerns.

Q2. How should a 2026 subcontracting transaction be assessed?

  1. Check revised-law scope, dates and criteria
  2. Decide solely from the old law’s name
  3. Exclude all regulation if a contract is signed
  4. Judge only the company’s fame
Show answer and explanation

Answer: A Check revised-law scope, dates and criteria

Apply the January-2026 reform and check transaction and size requirements.

Reference links

5.11Succession, inheritance and insolvency

Concept

Succession separates management control, shares/assets and know-how. Coordinate inheritance rules with company voting rights. Distinguish liquidation from restructuring in insolvency; early cash planning and assessment of legal options matter when payment difficulties emerge.

How it works / steps

  1. Coordinate office, ownership, voting control, funding and knowledge transfer.
  2. Liquidation realizes and distributes assets; restructuring aims at continuation through measures such as debt adjustment.
  3. Identify the timing and size of the gap and assess options with stakeholders and advisers.

Workplace example

Appointing a successor alone may not secure control if voting shares become fragmented among many heirs.

Common confusions and exam tips

Mini quiz

Q1. What should accompany a management succession plan?

  1. Assume changing titles also transfers control
  2. Divide shares equally without considering control
  3. Assume guarantees vanish when managers change
  4. Voting control and asset succession
Show answer and explanation

Answer: D Voting control and asset succession

Coordinate office, ownership, voting control, funding and knowledge transfer.

Q2. What basically distinguishes liquidation from restructuring?

  1. Only employee age composition
  2. Domestic versus overseas location
  3. Winding up versus rebuilding continuity
  4. Only the level of sales
Show answer and explanation

Answer: C Winding up versus rebuilding continuity

Liquidation realizes and distributes assets; restructuring aims at continuation through measures such as debt adjustment.

Reference links

Lessons are written by this site based on public information and do not guarantee exam content. Product specifications change, so check the latest information at the reference links.

Notes (unofficial, original questions, no pass guarantee)