Required Disclosures (Important Matters) for Tokyo Commercial Leases
The strict B2B legal requirements for the 'Article 35 Document'. Discover how Zoning laws, Asbestos reports, Seismic records, and specific 'Inuki' transfer waivers are critical to leasing Tokyo commercial properties.
Legal Disclaimer
This content is for general informational and educational purposes only. It does not constitute legal advice and should not be relied upon as such. Laws change frequently — always verify current regulations and consult a licensed attorney in your jurisdiction for advice specific to your situation. Landager is a property management platform, not a law firm.
Whether a landlord is renting a tiny 15-sqm apartment to a student, or leasing the entire top floor of a Marunouchi skyscraper to a global investment bank, the procedural requirements to close the deal in Japan are terrifyingly identical. The Real Estate Brokerage Act demands that even highly sophisticated mega-corporations must sit through a formal, highly regulated "Important Matters Explanation" before signing a lease.
Disclaimer: This guide provides general legal information for educational purposes only and does not constitute legal advice. Missing a commercial disclosure can result in multi-million dollar lawsuits over halted business operations. Always seek the advice of a qualified Japanese attorney and licensed real estate broker. Last verified: March 2026.
The Inescapable "Article 35 Document"
Under the Building Lots and Buildings Transaction Business Act (Takken Gyo-ho), a licensed Real Estate Notary (Takken-shi) representing the landlord/broker must draft an extremely detailed "Article 35 Document" (Important Matters Explanation / Juyo Jiko Setsumeisho).
The Takken-shi must present their government ID and physically explain this document (or conduct an approved IT-video call) to the CEO or legal representative of the corporate tenant, capturing their signature before the main commercial lease is executed.
In the high-stakes realm of B2B leasing, the following mandatory disclosures dictate whether a business can legally operate:
| Mandatory Disclosure | The Severe B2B Risk |
|---|---|
| Urban Zoning Regulations (Use Districts) | Tokyo is heavily zoned. Disclosing the precise "Use District" (e.g., Category 1 Commercial vs. Neighborhood Commercial) is paramount. This zoning dictates whether the tenant is legally permitted to operate a 24-hour bar, a noisy manufacturing hub, or an adult entertainment venue. If the tenant signs a lease but the zoning prohibits their business model from getting a permit, the deal will explode in a lawsuit. |
| Asbestos Investigation Records | Critical for Demolition Costs: If the building has records of an asbestos investigation, the results must be disclosed. If hidden asbestos is discovered during the tenant’s move-out "Skeleton Demolition," the cost of hiring hazmat crews will cause the multi-million yen demolition bill to quadruple, leading to a massive fight over who pays. (Note: The law forces disclosure of existing records; it does not force landlords to commission new asbestos surveys). |
| Seismic Diagnostics (Earthquake Resistance) | If an older building (built before the 1981 New Seismic Design Code) underwent official seismic diagnostics, the results must be disclosed. For large corporate tenants, this heavily dictates their Business Continuity Planning (BCP). |
| Hazard Maps (Flood & Tsunami) | For tech companies leasing massive basement floors for server rooms, the Takken-shi must point to the building's exact location on the Tokyo local municipality's official flood, tsunami, and landslide Hazard Map. |
| Draconian Special Penalties | Exorbitant commercial cancellation penalties—such as "If the tenant breaks the lease in year 1, they forfeit 12 months' rent as a liquidated damages penalty"—must be heavily highlighted in this document. |
Ironclad "Disclaimer of Liability" Clauses for Landlords
Unlike a residential tenant whose only goal is to live comfortably, a commercial tenant leases space specifically to operate a profitable business.
To protect the landlord's asset from lawsuits and blame, the Article 35 Explanation and the lease itself must be packed with aggressive "Disclaimers of Liability" (Menseki Tokuyaku).
- 100% Tenant Responsibility for Permits: "The Tenant acknowledges that obtaining restaurant operating permits from the Public Health Center, complying with Fire Department codes, and securing police permits for late-night alcohol sales are entirely at the Tenant's own risk and expense. If the Tenant cannot secure the necessary operating licenses due to building structure or regulations, the Landlord holds zero liability, and the Tenant cannot cancel the contract without penalty."
- Infrastructure Capacity Limits: The landlord must disclaim that the building's existing electrical amperage or gas capacity might be insufficient for a heavy commercial kitchen or data center. The tenant must formally agree that any massive infrastructure upgrades (A-Kouji/B-Kouji) requested from the central grid to their floor are at their sole financial expense.
Disclosure of "Inuki" (Turnkey) Fixture Transfers
A very common transaction in Tokyo's retail and restaurant scene is an "Inuki" transfer, where a bankrupt or retiring tenant abandons their entire interior (brand-new kitchen layout, fryers, booths) and the incoming tenant takes over the space exactly as is, saving millions in construction costs.
The most critical disclosure standard for the broker and landlord here is legally divorcing the "building shell" from the "interior fixtures."
In the Article 35 Document, the landlord must explicitly disclose to the new tenant: "The interior decorations, HVAC units, and commercial kitchen equipment left in the premises by the previous tenant (the 'Residual Items' / Zanchibutsu) are the result of a private sale between the old and new tenant. The Landlord provides these items strictly as 'abandoned property' and assumes absolutely ZERO liability for their repair, maintenance, or replacement. Should the air conditioner catch fire or break on day one, the Tenant must purchase a new one at their own expense."
Failing to explicitly declare this will result in the new tenant legally interpreting the $20,000 industrial refrigerator as an "included appliance," attempting to force the landlord to repair it when it breaks down.
Landager’s B2B Compliance Engine seamlessly interfaces with Tokyo metropolitan databases to programmatically pull the correct Zoning codes and hazard maps for any of the 23 Wards, autonomously injecting them into the Article 35 outputs. It deploys heavily encrypted digital signature workflows to ensure corporate representatives formally acknowledge the "Inuki" repair disclaimers, legally sealing the landlord off from infrastructure maintenance liability.
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