Japan's Logistics Efficiency Act and Freight Contracts: Shipper Duties and Contract Reviews

Hello, I am Noriaki Asato, representative attorney at LegalAgent.

Manufacturers and e-commerce businesses that outsource deliveries also face legal requirements concerning waiting time and written freight contracts. Japan's 2024 logistics legislation introduced measures for improving logistics efficiency and requirements to provide documents when entering into carriage contracts. A business whose cargo volume is too small for designation as a specified shipper may still need to exchange contract documents. Logistics and legal teams should identify the company's role before reviewing its contracts and operating procedures.

The reforms and their phased commencement

The legislation enacted in 2024 amended two statutes. Amendments to the Logistics Efficiency Act introduced duties to endeavor for shippers and logistics operators, together with regulatory obligations for businesses above specified thresholds. Amendments to the Motor Truck Transportation Business Act introduced written-document requirements and other rules concerning truck operators' transactions.

According to the Ministry of Land, Infrastructure, Transport and Tourism's logistics reform portal, the duties to endeavor began in fiscal 2025, while medium- to long-term plans, periodic reports and other requirements for specified businesses began in fiscal 2026. The current Japanese title of the Logistics Efficiency Act is 物資の流通の効率化に関する法律. That title is useful when searching current legislation.

The written-document requirement began on April 1, 2025 for transactions between truck operators and actual shippers, among others. Further legislation enacted in 2025 extended the requirements to freight forwarding businesses from April 1, 2026. MLIT's amendment guidance explains this additional reform. Outsourcing to a logistics company without its own trucks does not, by itself, take the transaction outside the requirements.

Shipper duties and designated businesses

The Logistics Efficiency Act focuses on improving vehicle loading efficiency and reducing waiting, loading, unloading and related handling time. The ministry's portal identifies measures for first-category shippers, such as arranging delivery times with consolidated transport in mind and avoiding concentrations of trucks beyond a site's receiving capacity. Making pallets and other handling equipment available to drivers is another example. Second-category shippers are also expected to cooperate on delivery schedules and consider measures such as more efficient inspections.

These are duties to endeavor; insufficient efforts alone do not immediately result in a penalty. The government's target of reducing drivers' annual working constraints by 125 hours is an overall policy objective, distinct from a uniform duty requiring every shipper to achieve that reduction. Even so, a shipper needs to understand actual waiting and handling conditions to explain how its measures contribute to shorter hours.

The designation thresholds are at least 90,000 tonnes of cargo handled for specified shippers and specified chain business operators, at least 150 vehicles for relevant specified truck operators, and at least 700,000 tonnes of cargo stored for specified warehouse operators. Businesses whose preceding-year figures meet or exceed the applicable threshold must notify the competent minister. Equality with the threshold is sufficient. Cargo weights must be calculated separately for first-category shipper, second-category shipper and chain business roles, rather than simply combining all company-wide logistics volumes.

Specified businesses must prepare medium- to long-term plans and submit periodic reports, among other obligations. The requirement to appoint a chief logistics officer, or CLO, applies to specified shippers and specified chain business operators. It does not extend to specified warehouse operators and truck operators on the same basis. A designated business that continues to meet the threshold need not repeat its designation notification every year. The initial notification and the subsequent planning and reporting obligations should therefore be managed separately.

Written documents for freight contracts

For transactions covered by Article 12(1) of the Motor Truck Transportation Business Act, the actual shipper and the relevant transport operator exchange documents with each other. When a transport operator subcontracts carriage to another operator, Article 24(2) and related provisions require the commissioning operator to issue the document to its contractor. An actual shipper is a person commissioning carriage for its own business, other than a motor truck transportation business or freight forwarding business. Ordinary consumers are excluded, while sole proprietors may qualify. This assessment is separate from the size thresholds for specified shippers under the Logistics Efficiency Act.

Questions 2-1 and 2-2 on printed page 4 of MLIT's Q&A dated March 31, 2026 explain the difference between these issuance arrangements. Exceptions include the exclusion of the statutory category of specified motor truck transportation businesses and unavoidable emergencies such as disasters. The contractor's business category and the transaction should be checked. An ordinary spot shipment does not qualify as an emergency merely because it is arranged at short notice.

The document must cover six matters:

• The transport services and their price.
• Loading, unloading and ancillary services and their price, where included in the contract.
• Charges for separately arising costs, such as expressway tolls and fuel surcharges.
• The parties' names and addresses.
• The method of payment for freight and charges.
• The date on which the document is issued.

Electronic delivery, including email, is permitted with the other party's consent. The required information may appear in an email itself rather than only in an attached PDF. Copies of the documents issued must be retained for one year. Where initially undetermined matters are later documented, the original document and the supplement must both be retained for one year from issuance of the supplement.

Where the Act on Appropriate Transactions between SMEs and Entrusting Enterprises, commonly called the Torihiki Tekiseika Act, also applies, transaction records are subject to a separate two-year retention requirement. Question 2-14 on printed page 7 of the Q&A explains the relationship between the statutes. Records should not be deleted solely by reference to the one-year period under the transport legislation.

The required matters may be made clear through linked documents, such as a master agreement, shipment order and rate schedule. Even where the final total is undetermined, the recorded unit rates, quantities or hours must allow the price to be calculated unambiguously. If ancillary services are initially undetermined, a supplementary document must be issued when they are settled and no later than before carriage begins.

Telephone-only orders are insufficient: a document must be issued promptly after the telephone arrangement. A master agreement alone does not dispense with shipment documents when ancillary services or their scope vary by shipment. Conversely, the Q&A recognizes that individual shipment documents may be unnecessary where the master agreement contains all statutory matters and the service content does not vary.

Reviewing contracts and on-site practices

Shippers should begin by understanding actual waiting time. If a site does not record the interval between a truck's arrival and the start of handling, a contractual waiting-time charge alone provides little evidence for negotiations. Recording arrival and handling start times at major locations is a practical first step.

Ancillary tasks also need to be defined. Contracts and order documents should distinguish whether inspection, shelving, sorting and labeling are included in the freight or separately compensated. Ambiguity makes it harder for a shipper to assess or dispute an additional invoice. Our article on reviewing logistics service agreements addresses related questions about service scope and responsibility.

The distinction between freight and other charges also needs attention. Loading and unloading charges should generally be separated from freight. However, Question 2-4 on printed page 5 of the Q&A permits loading and unloading within the relevant time to be included in a time-based freight rate. The document must still state that those tasks will occur. A bundled quotation should therefore be assessed in light of that exception.

Check where each required matter appears across the master agreement, rate schedules and daily orders. The procedure should also identify who may request additional work on site, how its price is confirmed and how supplemental documents are issued. Comparing contracts with actual operations is also central to the permit and destination checks discussed in our article on industrial waste collection and transport agreements.

Contract formats and legal support

Professional advice can help where cargo volumes approach a designation threshold or inconsistent contracts with multiple carriers make compliance difficult to assess.

LegalAgent's contract services cover written-document requirements and revisions addressing waiting time and ancillary work. Our legal outsourcing service also supports reviews across multiple sites and carriers, and ongoing work for businesses without an in-house legal function.