A contract between a Japanese company and an Indian party should choose its governing law and dispute forum with Indian enforcement in mind. Because Japan is not a reciprocating territory, a Japanese court judgment needs a fresh suit in India, so arbitration, for example in Tokyo, Singapore or India, is usually safer. The contract must also deal with Indian stamp duty, FEMA rules on payments, withholding tax on royalties and fees, and Indian competition law.
- Document route
- Japanese notary (koshonin), then MOFA apostille
- Time difference
- IST is 3h30 behind Japan all year (no daylight saving)
- Core law
- Indian Contract Act 1872
- Foreign awards
- Part II, Arbitration Act 1996
Commercial Contracts from Japan: how it works
We review drafts prepared by your legal department in Japan or prepare the Indian law contract ourselves. Typical issues are the payment clause and currency, the withholding tax gross-up, warranties and limitation of liability, termination rights, and technology or brand ownership. Indian law does not enforce penalty clauses as such, so liquidated damages need a genuine pre-estimate. Where an Indian distributor gets exclusive rights, we check the competition law position. Signing can happen in Japan, and if the contract will be produced before an Indian court or authority, it should be stamped in India within three months of arrival.
Dispute resolution is where Japanese contracts most often need change. A clause choosing Tokyo District Court jurisdiction gives a judgment that must be sued upon again in India. An arbitration clause with a clear seat and institution, such as the Japan Commercial Arbitration Association, the Singapore International Arbitration Centre or an Indian institution, gives an award enforceable under the New York Convention. We also add an express agreement on interim relief from Indian courts and clear notice addresses in India, which helps later enforcement.
What clients in Japan should know
- Japanese companies often sign in Japanese and English; specify which version prevails, because Indian courts will work from the English text.
- Royalties and technical fees paid by an Indian licensee to Japan are subject to Indian withholding tax, reduced under the treaty with the right documents.
- The CEPA's lower customs duties apply only if the goods qualify under the rules of origin, so supply contracts should allocate responsibility for the certificate of origin.
Step by step from Japan
Video consultation
A call at a time that suits Japan, after we have read your documents.
Documents signed in Japan
Japanese notary (koshonin), then MOFA apostille
Work in India
Our team files, appears and follows up in India, and shares scans of everything filed.
Result and handover
Certified copies and originals are couriered to you in Japan where needed.
The full guide
This page covers what changes when you are in Japan. For the law, the documents and the step-by-step procedure, read our main page on Commercial Contracts, or see all services for clients in Japan and the Doing Business in India practice area.
Questions from clients in Japan
Can a contract with an Indian company be governed by Japanese law?
Generally yes for international contracts, but Indian mandatory rules, such as stamp duty, FEMA and competition law, still apply in India.
Do we need to stamp a contract signed in Tokyo?
If it relates to property or things done in India and is brought into India, it should be stamped within three months of receipt to be admissible in evidence.
Which arbitration seat is best for India-related contracts?
There is no single answer. Tokyo, Singapore and Indian seats all produce enforceable awards; cost, neutrality and where assets lie usually decide it.