Academic | The Confusion Between “Investment” and “Immigration”: An Analysis of the Highly Skilled Professional Visa Trap in Japanese Tokumei Kumiai Real Estate Schemes

I. Introduction

In recent years, the Japanese government has actively attracted international high-level talent through the Highly Skilled Professional visa system in order to promote domestic industrial upgrading and the enhancement of innovation capacity. At the same time, in Japan’s real estate market, a contract-type investment model represented by Tokumei Kumiai (anonymous partnership) has emerged, gradually becoming an important structured tool for overseas capital allocation into Japanese real estate.

Against this background, some market institutions have “combined” these two systems and promoted externally that “investing in real estate can increase the probability of visa approval,” and even claimed that Highly Skilled Professional visas can be obtained through Tokumei Kumiai or Civil Code-based Nin’i Kumiai (voluntary partnership). For example, the “Minna de Ooyasan Ise II” project reflects such tendencies in its promotion, blurring the boundary between investment activities and immigration qualifications, and giving rise to a series of legal and compliance risks.

Without changing the framework of the cited case, this article, from the perspectives of institutional logic, legal nature, and examination standards, systematically analyzes the legal misunderstandings and potential risks of packaging Tokumei Kumiai investment as an “investment immigration” pathway, and on this basis proposes corresponding countermeasures.

II. Institutional Attributes and Legal Boundaries of Tokumei Kumiai and Nin’i Kumiai

1. Key Points of the “Minna de Ooyasan Ise II” Case

This project raised a total amount of approximately 2.5 billion yen and adopted a layered investment structure consisting of priority (80%) and subordinated (20%) contributions. The project operator is Urban Soken Invest Fund Co., Ltd., which holds a Real Estate Specified Joint Enterprise license (Osaka Governor No. 8) and is responsible for asset operation and management; fundraising is undertaken by Minna de Ooyasan Sales Co., Ltd. The overall structure belongs to a typical collective real estate investment model, in which investors only act as capital providers and enjoy rights to profit distribution, without participating in the actual operation and management of the project.

2. The Nature of Tokumei Kumiai: Complete Separation of Investment and Management

Tokumei Kumiai is established pursuant to Articles 535 to 542 of the Japanese Commercial Code, and its core legal characteristics include:

• Investors only enjoy rights to profit distribution and do not have authority to execute business;
• External legal liability is borne by the business operator, and investors do not bear external responsibility directly;
• The names of investors are not recorded in the real estate registry;
• Rights and obligations are centered on “passive capital contribution” and do not have management functions.

The original purpose of this system design is precisely to strictly distinguish between “capital provision” and “business management” at the legal level, so that investors only assume a limited liability and passive role. Therefore, regardless of legal form or substantive content, Tokumei Kumiai belongs to a purely passive investment tool and does not possess any management attributes.

3. The Appearance of Management and Substantive Determination in Nin’i Kumiai

Nin’i Kumiai is established pursuant to Article 667 of the Civil Code, with the purpose of a joint enterprise. In form, each partner has the authority to execute business; therefore, compared with Tokumei Kumiai, its legal structure is closer to “joint management.” However, in real estate investment practice, most Nin’i Kumiai arrangements remain only at the contractual text level, and investors do not actually participate in business decision-making, management, or daily operations.

When examining such cases, the Immigration Services Agency of Japan strictly follows the principle of “substance over form.” If evidence cannot be provided that investors actually participate in business management (such as authorization documents, meeting records, decision-making processes, personnel and financial authority, etc.), then even if the contractual form is Nin’i Kumiai, the capital contribution will still be recognized as passive investment rather than genuine business management activity.

III. Why Tokumei Kumiai Investment Cannot Support a Highly Skilled Professional Visa

1. Core of Examination: Points Are Formal, Substance of Activities Is Key

Although the Highly Skilled Professional visa adopts a points-based system as a screening mechanism, meeting the points threshold is only a necessary but not sufficient condition. In the final examination stage, the Immigration Bureau focuses on whether the applicant is actually engaged in “highly specialized” or “business management” activities that match the applicant’s professional background and capabilities.

In other words, accumulation of points is only the threshold; what truly determines the success or failure of the visa is the substantive content of the activities in which the applicant engages. Since Tokumei Kumiai investors do not participate in business management, the nature of their activities is passive investment and cannot reflect the professional or management attributes required by the Highly Skilled Professional visa.

2. The Non-Substitutability Between Passive Investment and Business Management

The “Business Management” category under the Highly Skilled Professional visa requires the applicant to actually hold decision-making authority in the enterprise, assume management responsibility, and continuously participate in management. Under the Tokumei Kumiai structure, investors have no management authority; and for Nin’i Kumiai, sufficient proof of participation in management must be provided, otherwise it is highly likely to be recognized by the Immigration Bureau as “disguised management.”

In recent years, the Immigration Bureau has become increasingly strict in examining cases that use investment structures to disguise actual management. Once it is found that the applicant’s actual activities do not conform to the status of residence requirements, it will directly lead to visa denial or inability to renew the status of residence thereafter.

3. Investment Amount Is Not Counted Toward Points: The Main Source of Misleading Promotion

Some institutions claim that “investment amount can be counted toward Highly Skilled Professional points.” Such statements are seriously inconsistent with the design of the system. The indicators recognized in the points system include educational background, work experience, annual income, research achievements, language ability, and specific contributions, all of which are intended to measure the applicant’s “human capital value.”

Income generated from Tokumei Kumiai is passive income and does not reflect the applicant’s professional ability, management capability, or labor contribution, and therefore cannot serve as a basis for points. Pure capital investment lacking “human capital attributes” runs counter to the fundamental purpose of Japan’s Highly Skilled Professional policy, which is to attract capability-based talent rather than capital-based investors.

IV. Judicial Views and Regulatory Trends: Continuous Strengthening of Institutional Boundaries

1. Court Position: Misleading Promotion Must Bear Legal Liability

In recent judicial precedents represented by the Osaka region, courts have gradually strengthened the obligations of disclosure and risk notification by fundraising institutions. If, in the course of promotion, the fundraising party implies or expressly states that Tokumei Kumiai or Nin’i Kumiai investment can serve as a means of obtaining a status of residence, without fully disclosing the legal risks involved, this may constitute misleading representation and require the assumption of corresponding civil liability.

Judicial practice consistently holds that Tokumei Kumiai and Nin’i Kumiai investment are not equivalent to business management activities and do not have a legal basis for applying for Highly Skilled Professional or Business Management visas.

2. Extended Risks in Permanent Residence Applications

When applying for permanent residence, the examining authority focuses on the stability and continuity of income and its degree of contribution to Japanese society. Income from Tokumei Kumiai is usually greatly affected by market fluctuations, and due to its passive nature, it is difficult to be recognized as stable income obtained through continuous labor or management.

From the perspective of long-term residence management, if the applicant relies on passive investment as the main activity in Japan for a long time, not only will it face difficulties in permanent residence applications, but it may also be questioned regarding the legitimacy and continuity of its activities when renewing or changing the status of residence, thereby bringing additional legal uncertainty.

V. Compliance Recommendations: Returning to the Nature of the System

1. For Investors: Clarify Expectations and Choose Lawful Paths

Investors should clearly recognize that Tokumei Kumiai is essentially a financial investment tool and has no direct connection with immigration systems. If the primary objective is to reside in Japan or obtain a status of residence, one should choose a compliant path such as establishing a company in accordance with the law, genuinely conducting business, performing management responsibilities, and satisfying relevant tax and employment requirements.

2. For Practitioners: Strengthen Compliance Disclosure and Risk Warnings

Fundraising institutions should strictly comply with the Financial Instruments Sales Act and the Act against Unjustifiable Premiums and Misleading Representations, ensuring that promotional content is truthful, accurate, and unambiguous. In relevant explanatory documents, clear warning clauses should be included, such as: “Investment in Tokumei Kumiai and Nin’i Kumiai does not constitute a direct basis for applying for a status of residence,” in order to effectively prevent compliance risks and potential civil disputes.

VI. Conclusion

Tokumei Kumiai and the Highly Skilled Professional visa belong to different policy systems in Japan: the former focuses on capital flow and investment structures, while the latter aims to introduce talent with high-level professional capabilities or business management abilities. The two differ fundamentally in policy objectives, legal logic, and applicable subjects.

What is reflected in the “Minna de Ooyasan Ise II” case is precisely the common phenomenon in the current market of conflating “investment” with “immigration.” Investors should start from the origin of the system and avoid misunderstanding passive investment as a shortcut to immigration. Only through real business operations, fulfillment of management responsibilities, and compliance with legal requirements can a long-term compliant residence goal in Japan be achieved.