The Civil Code is Japan's core private-law statute, covering persons, juridical persons, things, juristic acts, ownership and other real rights, obligations, contracts, management without mandate, unjust enrichment, torts, relatives, and inheritance. Businesses, researchers, and lawyers consult it when checking the default rule behind a contract clause, property right, damages claim, or family-law issue. This article covers selected structural provisions and frequently consulted civil and commercial-law entry points, and does not cover procedural law, tax, registration practice, or the full amendment history of the Code.
Basic Principles, Persons, and Juristic Acts
The General Provisions explain who can hold private rights and how legal acts are evaluated. Articles 1, 2, 3, 3-2, 33, 34, 90, 93, 95, 96, and 120 are the main landmarks for capacity, juridical persons, and defects in manifestation of intention.
Article 1 states three basic principles: private rights must conform to public welfare, rights and duties must be exercised and performed in good faith, and abuse of rights is not permitted. Article 2 requires the Civil Code to be interpreted in line with individual dignity and the essential equality of both sexes. Article 3 provides that enjoyment of private rights begins at birth, and that foreign nationals enjoy private rights except where prohibited by laws, regulations, or treaties.
Article 3-2 provides that a juristic act is void if a party lacked mental capacity when making the manifestation of intention. Article 33 states that a juridical person can be formed only under the Civil Code or another Act, and Article 34 provides that a juridical person has rights and duties within the scope of its purpose as provided by laws and regulations and by its articles of incorporation or other basic rules. These provisions connect the general law of persons to company, association, and foundation legislation.
Article 90 makes a juristic act void if its purpose is against public policy. Article 93 addresses a manifestation of intention where the person knows it does not reflect true intention, Article 95 addresses mistake, and Article 96 addresses fraud or duress. Article 120 identifies persons who may rescind a rescindable act, including a person with limited capacity, a person who made a mistaken manifestation of intention, and a person who made a manifestation of intention through fraud or duress.
Ownership, Possession, and Security Rights
The property-law books provide the default vocabulary for ownership, possession, and security interests. Articles 175, 176, 177, 180, 206, 242, 295, 342, and 369 show how the Code organizes real rights before contract rules are reached.
Article 175 states that real rights cannot be created except under laws including the Civil Code. Article 176 provides that creation and transfer of real rights take effect solely by the manifestations of intention of the parties, except where another law provides otherwise. Article 177 then adds an opposability rule for immovables: acquisition, loss, or change of a real right concerning immovable property may not be asserted against a third party unless registered under the Real Property Registration Act and other registration laws.
Article 180 states that possessory rights are acquired by holding a thing with the intention to do so on one's own behalf. Article 206 defines ownership as the right to freely use, profit from, and dispose of a thing, subject to restrictions by laws and regulations. Article 242 provides an accession rule for immovables by stating that the owner of immovable property acquires ownership of things attached to it, subject to the rights of another person who attached the thing by title.
Article 295 gives a possessor of another person's thing a right of retention if a claim arising with respect to that thing is due, except in the cases stated in that article. Article 342 defines pledge as a right to possess a thing received from an obligor or third party as security and to receive performance of one's claim from that thing in preference to other obligees. Article 369 defines a mortgage as a right for an obligee to receive performance of a claim in preference to other obligees from immovable property that the obligor or third party provides as security without transferring possession.
Obligations, Default, and Damages
The obligation rules are the core background law for commercial contracts. Articles 399, 400, 412, 412-2, 415, 416, 420, 466, 541, and 542 are common checkpoints for performance, default, damages, assignment, and cancellation.
Article 399 states that the subject matter of a claim may be payment of money, delivery of a thing, or another act. Article 400 requires the obligor to deliver a specific thing with the care of a prudent manager until delivery, unless the obligation's subject or party intention requires different care. Article 412 defines delay in performance, including obligations with a fixed due date, obligations with an uncertain due date, and obligations without a fixed due date.
Article 412-2 provides that if performance of an obligation is impossible according to the contract or the socially accepted ideas of transactions, the obligee may not request performance. Article 415 allows the obligee to claim compensation for damage caused by non-performance when the obligor fails to perform in accordance with the obligation's purpose, but excludes liability where non-performance is due to grounds not attributable to the obligor in light of the contract and socially accepted ideas of transactions. Article 416 limits damages to damage that would ordinarily arise from non-performance, while allowing special damages if the party foresaw or should have foreseen the circumstances.
Article 420 allows parties to agree on the amount of damages for non-performance, subject to the court's power under the article. Article 466 states the basic rule that a claim may be assigned, while also giving effect to restrictions and exceptions stated in the article. Article 541 allows cancellation after demand and a reasonable period when a party fails to perform, unless the non-performance is minor in light of the contract and socially accepted ideas of transactions. Article 542 allows cancellation without demand in listed cases, including total impossibility of performance and clear refusal to perform the whole obligation.
Named Contracts and Commercial Defaults
Part III also contains named-contract rules that supply default terms when parties use common transaction forms. Articles 521, 522, 555, 562, 563, 564, 601, 632, 643, and 667 are useful entry points for sales, leases, contracts for work, mandates, and partnerships.
Article 521 provides that a party may freely decide whether to conclude a contract and choose the other party unless a law or regulation provides otherwise. Article 522 states that a contract is formed when one party manifests intention to offer and the other party manifests intention to accept, and that contract formation does not require a written document unless a law or regulation provides otherwise. These provisions are basic formation rules, not a substitute for special form requirements in other legislation.
Article 555 defines sale as a contract in which one party promises to transfer a property right to another party and the other party promises to pay the price. Article 562 gives the buyer a right to demand cure when delivered subject matter does not conform to the contract as to kind, quality, or quantity, subject to the details stated there. Article 563 allows price reduction after notice and a reasonable period in specified non-conformity cases, and Article 564 preserves damages and cancellation rules by referring back to Articles 415 and 541.
Article 601 defines lease as a contract in which one party promises to allow another party to use and profit from a thing, and the other party promises to pay rent and return the thing at the end of the contract. Article 632 defines a contract for work by reference to completion of work and payment of remuneration for the result. Article 643 defines mandate as one party entrusting another with performing a juridical act and the other accepting. Article 667 defines partnership as a contract in which parties agree to make contributions and jointly conduct business.
Torts, Relatives, and Inheritance
The Civil Code is broader than contract and property law. Articles 697, 703, 709, 715, 722, 725, 739, 887, 896, 900, and 915 show where non-contractual obligations and family-property rules enter the statute.
Article 697 addresses management without mandate by requiring a person who begins management of another's business without being obligated to do so to manage that business in a manner suited to the nature of the business and in accordance with the other's interest. Article 703 creates an unjust-enrichment rule: a person who benefits from another person's property or labor without legal cause and thereby causes loss to another must return the benefit to the extent it exists. Article 709 states the basic tort rule that a person who intentionally or negligently infringes another's right or legally protected interest is liable to compensate resulting damage.
Article 715 addresses employer liability for damage caused by an employee in the course of business execution, subject to the exceptions and recourse rule in that article. Article 722 applies specified rules to tort damages and allows the court to consider the injured person's negligence in determining compensation. These provisions do not decide the outcome of any particular case, but identify the statutory basis for non-contractual civil liability.
Article 725 defines relatives as relatives by blood within the sixth degree, spouses, and relatives by affinity within the third degree. Article 739 requires notification for marriage, stating that marriage becomes effective by notification under the Family Register Act. Article 887 states the basic rule that a decedent's child becomes heir, Article 896 provides that an heir succeeds to all rights and duties belonging to the decedent's property from the commencement of inheritance except rights and duties purely personal to the decedent, Article 900 sets statutory shares in inheritance, and Article 915 sets the period for deciding whether to accept or renounce inheritance.