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🛋 | KSK strengthens proposals for electronic ordering and contracts


KSK strengthens proposals for electronic ordering and electronic contracts

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By concluding an electronic contract, all of this stamp fee becomes unnecessary.

__ While the environment surrounding digitalization in commercial transactions is being prepared, such as the revision of the Electronic Bookkeeping Law scheduled for 2022 ... → Continue reading

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Electronic contract

Electronic contractWhat is (Denshi Keiyaku)?AgreementAs a means of concluding an agreementインターネットAnd dedicated lines, etc.Communication lineAs proof of consensus, using information exchange byElectronic signature,Time stampRefers to those that use electronic files with.In Japan, mainly between companies, against the background of corporate needs for improving the legal environment such as the Electronic Bookkeeping Law and the Electronic Signature Law, improving the technical environment such as electronic signatures and time stamps, and reducing stamp duty. (BtoB) As a means of trading, it has rapidly become widespread in recent years.

In this item, especially between companies (B to B) Describes the electronic contract.


Originally the contract isFreedom of contractTherefore, it can be established regardless of the fastening method such as oral or written.

But especially between companies (B to B) Contract, as evidence of a trial in the event of a dispute, and from the request of various laws and regulations such as tax law, agreed using "a document with a signature or a seal", and this "document (contract)" It has been mandatory for both contracting parties to keep the evidence for at least the period required by tax law.

On the other hand, corporate needs for quick, safe and inexpensive contracts,Electronic signature method,Electronic book preservation methodLegal environment maintenance, etc.Electronic signature,Time stampAgainst the background of technological infrastructure development such asElectronic signatureandTime stamp"Electronic file with"インターネットAnd agreement to exchange via a dedicated line, and the contract form of long-term storage of electronic files on a server etc. is especially between companies (B to B) Contracts are increasing rapidly.This is an electronic contract.

Benefits of electronic contracts

Reduction of stamp duty, postage, storage space, etc.

Documents taxable under Article 2 of the Stamp Duty Act refer to written documents, not electronic files.[1][2]..Therefore, stamp duty is not levied on electronic files exchanged under electronic contracts.For this reason, for companies that make contracts using taxable documents such as contract contracts and real estate sales contracts, a significant tax saving effect can be expected by adopting electronic contracts.Furthermore, in addition to reducing stamp duty, mailing costs and contract storage space, which normally requires 7 years, are no longer required, so it can be said that the cost reduction effect of adopting electronic contracts is extremely large.

Improvement of contract work efficiency

The digitization and paperless contract work will eliminate the printing, stamping, encapsulation, posting, mailing, and storage work required for written contracts, and will streamline contract work.For example, when considering the ordering business between companies, the ordering company has a purchasing system, and the ordering company has a sales system, but the ordering business is performed in writing, so the order form and ordering There was a lot of work involved in handling paper, such as printing, stamping, mailing, and inputting into the system.By adopting an electronic contract, the work of handling this paper will be greatly reduced, and it can be expected that the work load associated with the contract will be reduced and the contract speed will be improved.

Strengthen compliance

Through its economic activities, ordinary private companies have different departments continuously enter into numerous contracts with different parties.With conventional written contracts, it has been difficult to confirm that each contract document is exchanged at the right time without missing or leaking for a huge number of contracts made by a company.By adopting an electronic contract, you can easily search, view, and share the contract documents that have been exchanged, so it is related to contract progress management, contract document management, and voucher management.complianceCan be strengthened.

Improvement of legal environment

Electronic signature method

By stipulating in Article 3 of the same law, "... when an electronic signature (...) is made by the person himself / herself, it is presumed that the electronic signature has been genuinely established." He acknowledged that "granting" and "stamping or signing a document" have the same legal effect.The enactment of this law recognizes that electronic contracts have the same legal effect as traditional written contracts, and that electronic files with electronic signatures have the same evidence as stamped or signed documents. Was done.

Electronic book preservation method

According to Article 10 of the law and laws such as the enforcement regulations of the law, as a special case of the tax law, when electronic transactions are conducted, the national tax book documents are stored as electronic data instead of documents on the premise that the requirements specified by the Ordinance of the Ministry of Finance are met. I admitted to doing it.With the enactment of this law, it has become possible to respond to tax audits as electronic data on the premise that certain requirements are met when conducting electronic transactions.

Improvement of technical environment

Compared to written files, electronic files are said to have weaknesses such as being easy to forge and tamper with, and not knowing who created them.On the other hand, by adding an electronic signature / time stamp using technology such as public key cryptography and hash function to the electronic file, the electronic file is "created by the signer himself, exists at the time of signature, and then tampered with". It is now possible to prove that it has not been done.Furthermore, in recent years, various electronic signature services and time stamp services have been provided on a commercial basis, and the technical basis for making electronic contracts has been established.


  1. ^ "Answers to Questions Regarding Stamp Duty: Cabinet Participation No. XNUMX-XNUMX". www.sangiin.go.jpHouse of Councilors (May 2005, 3). 2021/11/16Browse. "As you have pointed out, stamp duty, which is a document tax, is not taxed on items created by electromagnetic records."
  2. ^ "Regarding the taxation of stamp duty when the order confirmation related to the contract contract is converted into electromagnetic records and sent by e-mail (Attachment 1-3)". www.nta.go.jpNational Tax Agency (October 2008, 10). 2021/11/16Browse. "However, even if the order confirmation was prepared, as long as the actual order confirmation was not delivered, even if the medium in which the order confirmation was converted into electromagnetic records was sent by e-mail, it was sent by facsimile communication. As with the case, it does not mean that a taxable document has been created, so it is considered that there will be no cause for stamp duty. "

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