Secondment Agreement (出向契約書)
Sends an employee to work at another company while preserving the original employment contract. Covers scope, duration, salary responsibility, day-to-day management, and return conditions.
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The bilingual Secondment Agreement generator (Japanese / English preview, inline editing, PDF export) is in development. In the meantime, the explainer below covers when to issue this notice, what to include, and the legal basis. The structure mirrors how the live generator will ask for input.
Official sources
This template is built on the following primary Japanese government sources. Open each link to verify the underlying rule against the issuing authority.
- MHLW (厚生労働省) - Worker dispatch and 出向 distinction MHLW guidance on the distinction between secondment (出向), worker dispatch (労働者派遣), and contracting (請負).
- e-Gov 法令検索 - Labor Contract Act, Articles 9 & 10 Article 9 prohibits unilateral disadvantageous changes to working conditions; Article 10 sets the reasonableness test for changes via amended work rules.
Reference
What the Secondment Agreement (出向契約書) is
A secondment agreement (出向契約書) is the contract that governs an arrangement where an employee continues to be employed by Company A (the seconding company / 出向元) while working day-to-day at Company B (the receiving company / 出向先). It is distinct from a transfer-of-employment (転籍) where the original contract is terminated and a new one is signed with Company B. Common in group companies, joint ventures, and inter-company collaboration.
When to use
When to issue this notice
- Group company secondment (subsidiary to parent, sister company exchange)
- Joint venture staffing where the JV is a separate legal entity
- Skill-development secondment to an external partner or client
- Restructuring-related secondment to retain employment while reorganizing
- Cross-border secondment from a Japan KK to an overseas affiliate
Mandatory items
What to include in the notice
- Identity of the seconding company (出向元) and receiving company (出向先)
- Employee details and position at both ends
- Secondment period (start, end, renewal terms)
- Scope of work at the receiving company
- Salary structure: who pays directly, any allowances, who bears social-insurance and tax
- Reporting / day-to-day management line at the receiving company
- Return-to-original-role conditions (timing, role on return, compensation re-alignment)
- Confidentiality, IP, and non-compete carve-outs
- Termination conditions: by employee, by either company, by mutual agreement
- Three-way signature: seconding company, receiving company, employee
Legal basis
Legal background and constraints
Secondment requires a clear contractual basis. If the original employment contract or work rules anticipate secondment, the employer can implement it within the disclosed scope. If not, individual employee consent is required. The receiving company has the day-to-day direction-and-supervision right (指揮命令権), but the original employer remains the contractual employer for termination, leave, and other employment-status decisions. Cross-border secondments add tax-residency, work-visa, and social-insurance treaty considerations.
Frequently asked
Common questions about the Secondment Agreement
What's the difference between 出向 and 転籍?
出向 (shukko) preserves the original employment contract; the employee remains contracted with Company A while working at Company B. 転籍 (tenseki) terminates the original contract and starts a new one with Company B. 出向 requires either contractual basis or consent; 転籍 always requires individual consent.
Who pays the seconded employee's salary?
It varies by arrangement. Three common patterns: (1) the seconding company pays directly and bills the receiving company; (2) the receiving company pays directly with the seconding company sending a top-up if needed; (3) split payment, base from one and bonus / allowances from the other. The choice has tax and social-insurance implications and should be set out clearly in the agreement.
Does the employee need to consent to secondment?
If the original employment contract or work rules anticipate secondment with sufficient specificity ("the employer may second the employee to a group company within Japan"), the employer can act on notice. If the original disclosure is silent or vague, individual consent is required. Even within the disclosed scope, secondments with severe personal hardship can be invalidated.
What about social insurance during secondment?
Generally, the company that pays the salary is the company that handles social insurance enrollment. If the seconding company continues to pay, social insurance stays with the seconding company. If the receiving company pays, enrollment moves. Mixed-payment arrangements get more complex, the agreement should specify which company files for which contribution.
Can a secondment be open-ended?
Open-ended secondment is permitted but increasingly viewed as a substitute for transfer-of-employment (転籍). If the secondment runs more than 3 to 5 years with no clear return path, courts may treat it as a de facto 転籍 and reassess whether proper consent was obtained. Best practice is to set a defined period with explicit renewal language.
Important. This template is provided for general planning purposes only and is not a substitute for professional advice. Japanese employment law is complex and case-specific. Before issuing this notice in any non-routine situation, consult a Certified Social Insurance and Labor Consultant (社会保険労務士) or a qualified labor lawyer (弁護士).