Abstract. The development of the climate model MRI-ESM2 (Meteorological Research Institute Earth System Model version 2), which is planned for use in the sixth phase of the Coupled Model Intercomparison Project (CMIP6) simulations, involved significant improvements to the representation of clouds from the previous version MRI-CGCM3 (Meteorological Research Institute Coupled Global Climate Model version 3), which was used in the CMIP5 simulations. In particular, the serious lack of reflection of solar radiation over the Southern Ocean in MRI-CGCM3 was drastically improved in MRI-ESM2. The score of the spatial pattern of radiative fluxes at the top of the atmosphere for MRI-ESM2 is better than for any CMIP5 model. In this paper, we set out comprehensively the various modifications related to clouds that contribute to the improved cloud representation and the main impacts on the climate of each modification. The modifications cover various schemes and processes including the cloud scheme, turbulence scheme, cloud microphysics processes, interaction between cloud and convection schemes, resolution issues, cloud radiation processes, interaction with the aerosol model, and numerics. In addition, the new stratocumulus parameterization, which contributes considerably to increased low-cloud cover and reduced radiation bias over the Southern Ocean, and the improved cloud ice fall scheme, which alleviates the time-step dependency of cloud ice content, are described in detail.