フリーランス保護法（2024年施行）— 取引適正化のポイント

The Freelancer Protection Act (formal name: "Act on Promoting Fairness, etc., in Transactions Concerning Specific Contracted Business Operators"; commonly called the "Freelancer-Business Transaction Fairness Act") was promulgated in May 2023 and became effective on November 1, 2024. Until now, freelancers (sole proprietors) were not protected by the Labor Standards Act, and they often fell outside the scope of the Subcontract Act due to its capital requirement, creating a "protection gap." This new law fills that gap.

The law defines two parties: (1) Specific contracted business operator (Art. 2 para. 1): An operator receiving business commissions who employs no staff — either an individual, or a legal entity with only one representative officer and no other officers or employees. In other words, "solo freelancers." (2) Business commissioning entity (Art. 2 para. 5): An operator (company or sole proprietor) that commissions business to a specific contracted business operator.

When commissioning business to a specific contracted business operator, the business commissioning entity must immediately disclose the transaction conditions in writing or electromagnetically (email, chat, cloud service, etc.) (Art. 3). The disclosure items are stipulated by Cabinet Order and include: (1) Work content; (2) Remuneration amount; (3) Payment due date; (4) Payment method; (5) Date for accepting delivery; (6) Location for accepting delivery, etc.

The business commissioning entity must establish a payment due date and pay remuneration within 60 days, counted from the date the delivery from the specific contracted business operator was accepted (Art. 4). This mirrors the Subcontract Act's regulation. Note that the starting date is "the day delivery was accepted," NOT "the day the invoice was received." Delaying payment under the pretext of "acceptance inspection" is not permitted.

Article 5 applies to business commissioning entities that commission work continuously for a certain period (1 month or more), and prohibits the following seven acts. (1) Refusal to accept delivery (Art. 5 para. 1 item 1): Refusing to accept delivery without a reason attributable to the specific contracted business operator. (2) Payment reduction (item 2): Reducing the remuneration amount without a reason attributable to the specific contracted business operator. (3) Returns (item 3): Returning accepted goods without a reason attributable to the specific contracted business operator.

(4) Lowball pricing (item 4): Unfairly setting a remuneration amount remarkably lower than what is normally paid. (5) Forced purchase/use (item 5): Forcing the freelancer to purchase or use designated goods/services in connection with the commissioned work. (6) Demanding provision of unjust economic benefits (item 6): Causing the freelancer to provide money, services, or other economic benefits for the entity's own benefit. (7) Unjust changes or redos of delivery content (item 7): Changing the delivery content or making the freelancer redo accepted delivery without a reason attributable to the specific contracted business operator.

In addition to fair-trade promotion, the law also imposes obligations regarding the work environment of specific contracted business operators. (1) Accurate display of recruitment information (Art. 12): When recruiting via advertisements, etc., false or misleading displays are prohibited. (2) Consideration for balancing work with childcare/nursing care (Art. 13): For continuous business commissions of 6 months or more, the entity has the obligation to provide necessary consideration to allow the specific contracted business operator to balance work with childcare and nursing care.

(3) Establishment of a framework for harassment-related consultation response, etc. (Art. 14): The business commissioning entity has the obligation to develop a framework for receiving and appropriately responding to consultations regarding harassment (sexual, maternity, power) against the specific contracted business operator. This is groundbreaking content that extends the harassment-prevention duty to take measures — previously limited to employees — to freelancers as well.

When mid-term terminating or not renewing a continuous business commission of 6 months or more, the business commissioning entity must, in principle, give advance notice to the specific contracted business operator at least 30 days in advance (Art. 16). This is the same period as the dismissal advance notice under Labor Standards Act Article 20 (30 days), and the purpose is to prevent freelancer livelihood collapse from sudden contract termination.

The law adopts a dual-ministry enforcement framework administered by two agencies. (1) Transaction fairness promotion (Articles 3-5): Under the jurisdiction of the Japan Fair Trade Commission, with joint enforcement by the Small and Medium Enterprise Agency. (2) Work environment development (Articles 12-16): Under the jurisdiction of the Minister of Health, Labour and Welfare. Both have authority over report collection, on-site inspection, guidance, advice, recommendation, and orders.

Violations of orders, refusal/obstruction of inspections, or false reports carry a fine of up to 500,000 yen (Articles 24-25). Under the dual-penalty provision, both the legal entity and the individual actor are subject to punishment (Art. 26). Further, companies that do not comply with recommendations have their company name and violations publicly disclosed (Articles 8 and 18), substantively causing significant damage to corporate reputation.

The Freelancer Protection Act functions complementarily with existing laws. (1) Relationship with the Subcontract Act: When both laws apply, the Freelancer Protection Act in principle takes precedence (special-law priority). (2) Relationship with the Antimonopoly Act: As "abuse of superior position" (Art. 2 para. 9 item 5), the Antimonopoly Act may also apply in parallel. (3) Disguised contracting: When the actual conditions classify the person as a worker, the Labor Standards Act applies — not the Freelancer Protection Act.

To respond to this law, companies must develop the following: (1) Review of business commission contract templates (covering Article 3 disclosure items); (2) Check of payment cycles (framework allowing payment within 60 days of acceptance); (3) Establishment of a harassment relief desk targeted at freelancers; (4) Creation of a list of freelancers in continuous transactions of 6 months or more (managing those targeted for childcare/care consideration and 30-day advance notice); (5) In-house training (targeting ordering officers and managers).