Japan Commercial Real Estate Required Disclosures
A guide to the Article 35 Important Matters Explanation in Japanese B2B real estate. Covers mandatory disclosures including asbestos, seismic diagnostics, zoning laws, and tenant liabilities.
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.
Even when a lease is signed between two massive corporations for a multi-story office building, Japanese law requires the transaction to follow the exact same stringent "Important Matters Explanation" protocols mandated for residential consumer leases. A licensed Real Estate Broker must formally explain the property's limits and risks to the corporate tenant.
Disclaimer: This guide provides general legal information for educational purposes only and does not constitute legal advice. Commercial leasing involves specialized zoning and permit laws. Always consult a licensed attorney in Japan. Information last verified: March 2026.
The Article 35 Document in Commercial Leases
Before any contract is signed, the intermediary Real Estate Broker is required by the Real Estate Brokerage Act to issue a highly detailed written document (the Article 35 Document or Juyo Jikou Setsumeisho) and systematically explain it to the tenant's representatives.
For commercial tenants (offices, restaurants, and retail), the following mandatory disclosure items carry immense financial and operational weight:
| Critical Disclosure | Why it Matters for B2B |
|---|---|
| Urban Planning / Zoning Restrictions | Disclosing exactly which "Use Zone" (e.g., Commercial Zone vs. Class 1 Residential) the building sits in. This dictates whether the tenant can legally operate a noisy factory, a late-night bar, or a chemical storage facility. |
| Asbestos Survey Records | Crucial for demolition. If a past specialized asbestos survey exists, it must be disclosed. (Note: The landlord is not required to commission a new survey). When commercial tenants are subjected to "Skeleton Return" gutting clauses, discovering hidden asbestos midway through demolition can bankrupt the tenant due to hazardous removal fees. |
| Seismic Diagnostics | For buildings constructed prior to the May 1981 structural standards update, the broker must disclose the results of any official seismic diagnosis if one exists. This heavily impacts a corporation's Business Continuity Planning (BCP). |
| Hazard Maps & Water Damage Risk | Documenting the building's placement on municipal flood, storm surge, and inland water hazard maps. This directly impacts where a tenant safely places their expensive server rooms or basement inventory. |
| Massive Cancellation Penalties | Explicitly disclosing any extreme commercial penalty clauses (e.g., "If the tenant breaks the lease within the first 2 years, they owe 6 months' rent as a penalty"). |
Structuring Liability Disclaimers in B2B
Unlike leasing an apartment where the landlord simply guarantees "a place to live," a commercial tenant rents a concrete box with the intention of running a highly specific, heavily regulated business.
Best Practice for Landlords: Landlords must proactively protect themselves from being sued if the tenant’s business model fails due to municipal regulations. It is standard practice to include strict "Disclaimer of Suitability" special clauses in both the Article 35 Document and the main Commercial Lease:
- Permit Liability Waiver: "The Lessee assumes full responsibility for acquiring all necessary business permits (Restaurant Operations, Fire Code approvals, Police permits) required for their specific business. The Lessor makes no guarantees that the premises are fit for the Lessee's intended purpose, and failure by the Lessee to obtain such permits shall not constitute grounds for lease termination without standard penalties."
- Utility Add-on Costs: "If the Lessee's business requires electricity, gas, or water drainage (e.g., Grease Traps) exceeding the property's current infrastructural capacity, the Lessee shall upgrade the infrastructure entirely at their own expense, subject to the Lessor's prior approval and designated contractors."
Transfer of Remaining Fixtures (Inuki Disclosures)
When an incoming commercial tenant inherits the interior layout and kitchen equipment left behind by the previous tenant (known as an "Inuki" lease), the disclosure process must meticulously legally separate the physical building from the inherited fixtures.
The broker and landlord must explicitly document that the specific leftover items (A/C units, fryers, custom lighting) are being transferred "As-Is" directly from the old tenant to the new tenant. The landlord must explicitly disclose that they hold absolutely ZERO repair or replacement obligations for these inherited items, thus shielding the property owner from suddenly becoming liable to replace a broken $10,000 deep fryer.
Landager’s B2B digital vault tracks every municipality’s disjointed hazard maps, zoning designations, and specialized asbestos disclosures, seamlessly compiling the data needed for your brokerage partners to generate bulletproof, risk-free Article 35 Documents for your commercial portfolio.
Sources & Official References
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