JAPAN Law and Practice Contributed by: Taro Omoto, Yusuke Nakajima and Makoto Sakai, Mori Hamada & Matsumoto
2.6.13 Other Relevant Issues There are no other material issues. 2.7 Lease Assignment/Novation 2.7.1 Recognition of the Concepts of Contractual Assignment and Novation Under Japanese law, it is possible to contractu - ally replace the parties to a contract, which can be achieved through the assignment of contractual sta - tus (and the assignment of claims and assumption of obligations). 2.7.2 Assignment/Novation of Leases Under Foreign Laws Although Japanese conflict of laws rules applicable to the governing law of the assignment of contrac - tual status are not clear, it would arguably be safer if the assignment or novation is made in compliance with the governing law of the lease agreement being assigned or novated. 2.7.3 Enforceability of Lease Assignments/ Novations See 1.1.2 Enforceability Against Domestic Parties . 2.7.4 Filing/Registration of Lease Assignments/ Novations There is no registration system for leases and their assignment or novation. However, if the owner of the aircraft is changed (which occurs at the same time as a change of lessor), such a change must be regis - tered. See also 1.2.4 Registration, Filing and/or Con- sent From Government Entities and 2.3.1 Notation of Owner’s/Lessor’s Interests on Aircraft Register regarding the registration of ownership. 2.7.5 Taxes/Duties Payable on Assignment/ Novation There are no taxes/duties payable in respect of the assignment or novation of a lease agreement. 2.7.6 Recognition of Transfer of Ownership Interests A transfer of the ownership interest of the entity (or the beneficial interest in the trust) owning an aircraft (with the legal title to the asset remaining with that entity) will be treated as a transfer of the ownership interest
or the trust beneficial interest, not as a transfer of the aircraft itself. However, as explained in 2.1.6 Licensing/Qualifica - tion of Lessors , to register an aircraft in Japan, the owner must not meet certain characteristics (in par - ticular, one-third of the owner’s voting rights held by foreigners). If the transfer of ownership results in the requirements no longer being met, the registration will be deleted. 2.8 Aircraft Deregistration and Export 2.8.1 Deregistering Aircraft in This Jurisdiction The owner of an aircraft registered in Japan can apply to the JCAB for deregistration. 2.8.2 Lessee’s/Operator’s Consent Theoretically, an aircraft owner can apply for dereg - istration without the lessee’s or operator’s consent. 2.8.3 Required Documentation The following documents are typically required in an application for deregistration by the JCAB: • application for deregistration; • power of attorney (only in the case of an applica - tion by an agent); • certificate of registered seal; • certificate of residence of the owner (only in the case of individual losing Japanese nationality); • aircraft registration certificate; and • request for telegram of aircraft deregistration certificate (if required for registration in a foreign jurisdiction). 2.8.4 Duration of Deregistration Process The standard processing period is one week from receipt of the application. 2.8.5 Aviation Authority’s Assurances The JCAB does not provide advance assurances to an aircraft owner or mortgagee as to the prompt dereg - istration of the aircraft. 2.8.6 Costs, Fees and Taxes Relating to Deregistration Although the amount is not large, registration tax is payable for the deregistration of the aircraft.
337 CHAMBERS.COM
Powered by FlippingBook