Legal (contracts, seals, minutes, policies)

Menus in Legal

The Legal category of a work space is split into six menus. The first three cover day-to-day contract work; the last three cover the documents a company has to keep on hand.

Menu	Tabs	What it covers
Contracts	Contracts / Guide	Draft a contract, present it, execute it, and keep it on record
Contract templates	Templates / Guide	Maintain the templates you reuse for each contract type
Seals	Seals / Usage history / Stamp ledger / Guide	Keep physical seals and revenue stamps under ledger control
Minutes	Draft / Official / Guide	Record and retain shareholder and board resolutions
Policies	Draft / Official / Guide	Manage work rules and other internal policies by version
Compliance	Retention period / Compliance / Guide	Track retention deadlines and responses to legal changes

Every menu's "Guide" tab is the in-app explanation and can be hidden from the tab settings. A personal space also has a "Contracts" menu, but that is a different one covering fixed costs, subscriptions, and insurance. This page describes the work space side only.

Contracts

Contracts are managed in a single list. Each row is one contract, and it stays the same row from creation to execution — only its status moves forward.

Stage	Statuses	Meaning
Draft	Drafting / Proofing / In review / Ready to offer	Being written and reviewed internally
Negotiating	Offered / Agreed	Presented to the counterparty
Executed	Active / Expired / Terminated	Executed and on record in the register (subject to retention)
Not concluded	Withdrawn / Rejected	Withdrawn, or rejected by the counterparty

By default the list hides contracts that were not concluded and those that expired or were terminated. The filter narrows by status (grouped by stage) and type, and search covers the title and the counterparty.

The creation stepper is only for the first draft

"Create contract" opens the creation stepper, which builds the contract in four steps (Basic info → Edit body → Counterparty → Preview). Choosing a template in Basic info loads its body. Completing every step moves the contract to Proofing and opens its detail screen. A contract you stop partway stays in the list as "Drafting", and opening it resumes the stepper.

You can only present a contract once it is ready

So that an unreviewed contract never reaches the counterparty, every new contract passes through the internal review stages, which you advance from the status button and the next-step button on the detail screen.

Stage	How it gets there	Next step
Proofing	Every step of the creation stepper is complete	"Request review"
In review	Someone has requested review	"Mark ready to offer" (or send it back to proofing)
Ready to offer	Review has passed	"Send offer"

"Send offer" only appears once the contract is ready to offer. It is not merely hidden in the UI — the server also rejects any attempt to send an offer that has not reached that stage. The status button only lists the changes you can make at that moment.

Confirming the recipient and sending the offer moves the contract to Offered, after which the body can no longer change. An offered contract can be withdrawn from the status button. When the counterparty agrees in "My contracts", it becomes Agreed. When the agreement happened on paper or offline, register the PDF the counterparty signed with "Change to Agreed" on the status button (cloud version).

Executing a contract puts it in the register

"Execute" on an agreed contract confirms the signing date, expiry date, counterparty, and amount, and registers it as an Active contract. The agreed PDF becomes the contract document. Mark it "Expired" when its term ends, or "Terminated" with the termination date when it is cancelled (moving into or out of Terminated requires the contract termination permission). A contract executed electronically is the record of consent and must be retained by law, so it cannot be deleted.

For contracts already signed on paper, "Import contract" in the list registers the transaction details (title, type, counterparty, amount, signing date, expiry date) as an active contract in the register. Register the contract PDF from the "Document" tab of the detail screen (cloud version).

Selecting a PDF raises a caution: the imported PDF is for reference and management purposes only, and unless your operation meets the scanner storage requirements of Japan's Electronic Books Preservation Act, you should keep the paper original rather than discard it.

The contract detail screen

Clicking a contract name opens its detail screen: a summary with the status button and the next step at the top, and tabs below. The tabs depend on the contract.

• A contract executed electronically: Details (title, type, counterparty, amount, recipient) / Body (editable only while it is a draft) / Document (the PDF, including the agreed PDF) / Agreement trail (history, recipient, and the hash of the body frozen at agreement with its verification)
• An imported contract: Details / Document (register, download, replace, and preview the PDF) / Original check (below)

The amount is one of the search requirements for scanner storage, so fill it in when the contract has one. For an imported contract with an expiry or termination date, "Print storage label" in the ⋮ menu produces its retention label (cloud version). Only drafts and imported contracts can be deleted.

The "Original check" tab records confirmation, not a signature

For an imported contract, you can ask the counterparty to confirm that the digitized document matches the original (cloud version). This is not an electronic signature (contract execution); it is a mutual record of confirmation that adds evidentiary weight.

"Send confirmation request" takes the counterparty's name, email address, and an optional message, and the counterparty can then review and agree through the emailed link without logging in. Requests carry a status — pending, viewed, confirmed, expired, or cancelled — and a confirmed request records the counterparty's name, the timestamp, and the IP address as evidence. A confirmation request cannot be sent until the contract PDF has been registered.

Contract templates

"Add template" starts a three-step wizard (Basic info → Edit body → Preview). The body editor shows a live A4 page preview beside the text, and step 3 shows the whole document.

The body owns the variables

Writing {{variable}} in the body makes that row appear in the variable table. You never add or delete rows in the table itself — write it in the body and the row appears, remove it from the body and the row goes. Japanese keys such as {{会社名}} work too.

Each variable can carry two attributes.

Attribute	What it does
Display name	The name shown in lists and previews. Substitution itself always uses the variable key
Sample value	Preview only. It never becomes the initial value when a contract draft is created

Sample values are deliberately preview-only, so that an example value can never slip into a real contract.

"Bulk-add standard templates" in the ⋮ menu registers seven commonly used templates at once (employment agreement for permanent and for fixed-term staff, basic trade agreement, service agreement, NDA, lease agreement, and advisory agreement). Templates with a name that already exists are skipped, so running it again never creates duplicates. A template badged "In progress" in the list has an unfinished creation stepper.

Seals

Contract execution in niyase is electronic by default, so a physical seal is usually unnecessary — but the counterparty's practice, statutory formalities, and property registration keep some seal usage alive. This menu brings what remains under ledger control. A contract executed electronically involves no seal, so it needs no stamping record.

Seals tab

Register the seals the company holds — representative (registered), bank, corporate (square), contract, and other — with their storage location and custodian. A seal certificate can be attached as a PDF, and the list and detail screens show a warning badge as the expiry date approaches (within 30 days).

A seal you no longer use is marked retired with "Retire". Its usage history and certificates are kept, but a retired seal can no longer be used on new stamping records.

Usage history tab

Record which seal was used, when, for what purpose, and on which document — with the requester and the approver recorded separately. That separation is the point: it evidences that no one completes a stamping alone, which both deters and helps detect misuse of the representative seal. A related contract can be linked as well, though it is not required.

Usage history is an audit trail, so there is no operation that rewrites a registered record. Mistakes are corrected by deleting the row, and even a deleted record is retained internally.

Stamp ledger tab

Record purchases, usage, and stocktake adjustments of revenue stamps as a running ledger, with the balance at that point shown on every row. Clicking a denomination opens the stock view, where you can see which denominations are low and how long it has been since the last stocktake (you are prompted after a year). The same screen has a requirement reference listing the stamp duty due per document type and contract amount band, based on the National Tax Agency's stamp duty table.

Electronic contracts are not taxable documents, so no stamp duty applies to them.

Minutes

Minutes record the resolutions of shareholders' meetings, board meetings, and boards of auditors. There are three statuses: Draft → Reviewed → Official.

"Create Draft" starts a four-step form (Basic info → Attendees → Agenda & resolutions → Review). Pick the meeting type — annual or extraordinary shareholders' meeting, board of directors, or board of auditors — and tag the kinds of resolution passed (articles amendment, officer appointment, capital increase, and so on). A signed PDF or scanned image is attached in the Review step.

Promotion takes two moves: "Mark as Reviewed" in the row menu, and then "Promote to Official".

Official minutes cannot be edited. Neither the body nor the attachments can be changed — attachments are download-only. To correct something, use "Revert to Draft" to send it back to Reviewed and edit it there.

There are two PDFs: "PDF (Official)" for handing over, and "Internal PDF (with QR code)", which is stamped with the retention deadline. Scanning the QR code opens the matching row in the retention ledger. Minutes must be retained for 10 years (Companies Act Articles 318, 371, and 394).

Policies

Work rules, wage rules, and other internal policies are managed by version. One row in the list is one version, so work rules v1 and v2 appear as separate rows. The columns are policy name, type, version, effective date, filing, and applied.

Work rule values become the variables of payroll calculation

"Create Policy" starts a three-step wizard (Policy type → Template → Enter values). Creating a policy this way stores the working-hours, holiday, and wage clauses as structured parameters on the version, and payroll, attendance, and Article 36 agreement calculations are then driven by those same values. The document and the calculation settings are not held separately, so the two cannot drift apart.

Overtime pay works like this: the formula and its minimums come from the law (Labor Standards Act Article 37, Ordinance Article 19), while the variables plugged into that formula come from the work rules. niyase keeps that variable side in the policy.

• Working hours and holidays: start, end, and break times plus weekly days off, statutory holidays, and public-holiday handling derive the average monthly prescribed working hours (the denominator of the premium unit rate) automatically
• Identifying the statutory holiday: the policy defines which day of the week carries the 35% premium
• Premium rates, absence deduction method, and closing / payment dates: payroll applies these values. A premium rate below the statutory minimum cannot be saved
• Retroactive recalculation: payroll uses the parameters of the version that was in effect for the pay month, so past months keep the rules that applied at the time even after a revision

For the payroll and attendance side, see the Labor (payroll & attendance) guide. If no work rules exist, the list shows a warning and payroll, attendance, and Article 36 agreements are calculated with standard assumptions (the principles of the Labor Standards Act).

The version lifecycle

A newly created version is a draft and is not applied to calculations. Set an effective date and switch it to effective, and it applies from that date onward. An effective version cannot be edited; changes are made through "Revise (create new version)", which opens a new draft carrying the previous version's parameters forward. A version that has been replaced becomes a past version.

The policy detail screen has four tabs: Body, Parameters, Filings, and Disclosure records.

• Parameters: "Edit parameters" changes the values. On save you can choose to regenerate the body from the template and overwrite it (manual edits to the body are lost, but the parameters are always the source of truth for calculations)
• Filings: keep the record of filings with the Labor Standards Inspection Office (target version, filing date, acceptance number, status). When enacting or changing work rules, they are filed together with the employee representative's opinion letter (Labor Standards Act Articles 89 and 90)
• Disclosure records: disclosure to employees is a requirement for a policy to take effect (Labor Contract Act Article 7). Each version chooses the action required of employees — confirm, consent, or none — and after activation employees confirm or consent from their My Page. Choose consent for a disadvantageous change

"Create Standard Policy Set" in the ⋮ menu creates the standard policies as drafts in one go, skipping types that already exist.

Compliance

Retention period tab

This is a disposal ledger that lists documents past their statutory retention period across contracts, minutes, past policy versions, and invoices.

Its purpose is explanation, not proof. What the law asks for is that you can explain that documents were not destroyed at someone's arbitrary discretion; actually destroying a document once its retention period is over is not an obligation (a retention period is a minimum). So the feature centres on the record, and deleting the document itself is optional.

• Set the range to expired only (the default), within 1 year, within 3 years, or all, to see documents that are not yet due
• "Record disposal" and "Retain" in the row menu commit your decision to the ledger. Disposal can carry a method (electronic, paper, or both) and a reason
• Nothing is deleted by default. The electronic data is removed only if you tick "Also delete the related document from niyase" when recording a disposal (the ledger record itself remains either way)
• If you get it wrong, "Cancel record" removes the ledger record (it does not bring back a deleted document)

"Print retention label" produces a label to attach to the document's spine or folder. It carries the document type, title, counterparty, start date, statutory retention deadline, recommended disposal date, document ID, and a QR code back to the matching row in the ledger. The label also states that it is an estimate based on the laws and internal rules as of its creation, and that you should check for ongoing disputes or continuing business before disposal.

Compliance tab

Track upcoming legal changes — the invoice system, the Electronic Books Preservation Act, the freelance protection act, the amended personal information protection act, and others — and record your response as a step-by-step assessment. The list of events is curated by niyase and cannot be edited.

Opening a row starts that event's assessment. The steps differ per legal change; each has a checklist, and some require an evidence document to be uploaded. Completing every step moves the status from not started through in progress to completed. Changes that do not apply to you can be taken off the list with "Mark as not applicable" ("Include excluded" brings them back). Events with an approaching effective date also appear on the home schedule.

Statutory retention periods

Document	Retention period	Counted from	Basis
Contracts	7 years (10 for blue-return corporations)	Contract end date	Corporation Tax Act Enforcement Regulations
Employment contracts	5 years after leaving	Departure date	Labor Standards Act Article 109
Shareholders' meeting / board / board of auditors minutes	10 years	Meeting date	Companies Act Articles 318 / 371 / 394
Superseded policy versions	3 years after ceasing to be effective	Cessation date	Labor Standards Act Article 109
Invoices	7 years	Issue date	Corporation Tax Act Enforcement Regulations

A policy that is currently effective has no retention deadline, because it has not been repealed yet. The Retention period tab tracks only versions that have already been superseded.

The table above is a general summary. Consult your tax advisor, labor and social security attorney, or lawyer on individual dealings with the tax office, on meeting the requirements of the Electronic Books Preservation Act, and on whether a policy's terms are reasonable.