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📊 | Valor HD / President Satoru Yokoyama resigns, Director Takayuki Koike becomes acting president


Valor HD President Satoru Yokoyama resigns, director Takayuki Koike becomes acting president

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In addition, a successor representative director was selected at Actos' extraordinary shareholders' meeting and Valormax's board meeting held on the same day.

Valor Holdings announced on August 8 that the company, its consolidated subsidiary, will be transferred from President Satoru Yokoyama due to personal reasons. → Continue reading

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General Meeting of Shareholders

General Meeting of Shareholders(Kabunushi-sokai) isLtd.The highest ofDecision makingorgan.ShareholderTo determine the basic policy and important matters of the corporation.Shareholders are the effective owners of a corporation, in other wordsbankruptcyUnless it is time, since he is the holder of the residual claim, important decisions are left to the general meeting of shareholders.

The idea that shareholders can resolve any matter through the general meeting of shareholders as long as it is related to the company (universal institution of the general meeting of shareholders) isSeparation of ownership and managementDue to the reality such as, it is not shared by all types of corporations.Japanese law,The United States of America OfState Law,German law,French lawEven in the above, matters that cannot be decided by the general meeting of shareholders are reserved on the management side to a certain extent.

General Meeting of Shareholders in Japan

Japan OfCompany lawOnly the number of articles is described below.

in Japan,Company law-Volume 2 Co., Ltd. Chapter 4 Organization Section 1 General Meeting of Shareholders andClass Shareholders' Meeting(295 articleから328 article).


Under the Companies Act of Japan, the institutional structure is made more flexible, but the general meeting of shareholders is held.DirectorIt is also a necessary institution.On the other hand, the board of directors,Statutory Auditor(381 article), Board of Corporate Auditors (390 article) Etc. are voluntary institutions, and if they are not set up, the general meeting of shareholders directly has a substitute function for these institutions.Especially in companies without a board of directors, directors can now perform legal and non-legal acts under the direction of a general meeting of shareholders ().362 articleItem 4). with this,Closed company(Co., Ltd. that is not a public company:107 article), It is understood that the provisions of the Articles of Incorporation that "directors are limited to shareholders" are also valid.

The scope of authority for general meetings of shareholders differs between companies without a board of directors and companies with a board of directors. In the former, it is said that the organization, operation, management and all other matters related to the corporation can be decided, but the latter (362 article), It is said that resolutions can be made only for matters stipulated by law and matters stipulated in the articles of incorporation. The provisions of the Articles of Incorporation, which state that directors, executive officers, the board of directors and other organizations other than the general meeting of shareholders can decide on matters that require a resolution at the general meeting of shareholders pursuant to the provisions of the law, have no effect. (295 article).

As mentioned above, the members of the general meeting of shareholders are shareholders, and one or more shares (Articles of IncorporationIn 1Unit1 unit or more if the number of shares is specified)stockHaveShareholderConsists of.


The general meeting of shareholders depends on the time of the meeting.SettlementApproval and accompanying resolution to distribute surplus and resolution to appoint officersOrdinary General Meeting of ShareholdersAnd the so-called extraordinary opening when a serious decision such as a merger, company split, or share exchange occurs.Extraordinary general meeting of shareholdersIt is divided into

In the case of companies with financial statements for the fiscal year ending March, which are common in JapanBase date systemIt is necessary to hold an ordinary general meeting of shareholders by the latter half of June (because the expiration date of the record date is set to 3 months or less by the custom of setting the settlement date).124 article2), so-calledConcentrated dayThe business day before the last business day of June called (however, if this is Monday, the Friday of the previous week)[1]There is a tendency for many companies to hold annual shareholders meetings on specific days.This concentrates the general meeting on a specific dayextortionistThe purpose was to reduce the number of general meetings that can be attended byShanshan General AssemblyWill be described later.Tokyo Stock ExchangeAccording to (TSE), about 2022 companies listed on the Tokyo Stock Exchange will hold a general meeting of shareholders on the concentration day (June 3) of companies that settle accounts for the fiscal year ending March 6, and the concentration rate is 29%, which is significantly higher than 600% in 26. It declined and became the lowest since the start of counting in 1995.[2].

2006 years(Heisei18 years) was enforced in DecemberCompany lawIs delegated by the lawLegal affairsMinisterial Ordinance(Corporate law enforcement regulations),Public companyHolds a general meeting on a concentrated day of a general meeting of shareholders (also held by a public company but only on a concentrated day), or even for other companies, held in the past without the provisions of the articles of incorporation or the consent of all shareholders. In the case of holding a general meeting at a place significantly distant from the place where the meeting was held, it was obligatory to explain the reason in the convocation notice (Company Law Enforcement Regulations Article 63, Item 1 (b), Article 63, Item 2).This put a certain institutional restraint on holding intensive days.

National Police AgencyAccording to the total number of people, the number of sokaiyas, which was about 1983 in 1700, decreased to about 2021 as of the end of 180.[3], The idea that the activity is a little weaker than before, and that the general meeting of shareholders is regarded as a stage to appeal the company (Investor Relations= IR) has become widespread, and an increasing number of companies are holding annual general meetings of shareholders on days other than concentrated days, including Saturdays and Sundays, to make it easier for general individual shareholders to attend.

If for some reason the settlement of accounts and audit work cannot be completed by the expiration date of the record date, a continuation meeting will be held at a later date.[4]In April 2021Shinsei BankDue to the influence of the company, it took time to prepare related documents, and the business report could not be made by the general meeting of shareholders held in June 2022.SBI HoldingsThis case is occurring in[5].

Convocation procedure

In principle, in the old company edition of the Commercial Code before the revision in 2005 (Heisei 17),board of directorsBased on the resolution ofCEOWas usually convened, but the Companies Act only stipulates that directors convene (because the establishment of the board of directors itself is voluntary).296 article3).

Has more than three-hundredths of the voting rights of all shareholders since six months agoMinority shareholders(In the case of a public company. It is possible for multiple shareholders to meet the holding requirements.) The purpose of the meeting and the reason for the convocation can be submitted to the director in writing to request the convocation (in the case of a public company).297 articleItem 1). The requirement for holding period can be shortened by the articles of incorporation. If the director fails to convene a general meeting of shareholders after requesting the convocation, the shareholders themselves may convene the general meeting with the permission of the court (297 article(Section 4)

A convocation notice must be issued two weeks prior to the date of the meeting to give shareholders the opportunity to attend and time to prepare (299 articleItem 1) (Written voting and electronic voting are not adoptedA corporation that is not a public companyIn 1 week). In addition, it should be notedAll attendance general meetingIn the case of, the defect in the convocation procedure does not become a problem after the fact (Supreme CourtPrecedentShowaJune 60, 12Minshu』Vol. 39, No. 8, p. 1869).

Items to be stated in the convocation notice (298 articleItem 1,299 article4)

  1. Date and place of the general meeting of shareholders
  2. If there are matters that are the purpose of the general meeting of shareholders, those matters
  3. If shareholders who do not attend the general meeting of shareholders are allowed to exercise their voting rights in writing, to that effect
  4. If shareholders who do not attend the general meeting of shareholders can exercise their voting rights by electromagnetic means, to that effect
  5. Matters specified by the Ministry of Justice Ordinance

In the Companies Act, there is a clear provision that the convocation procedure is not required if the consent of all shareholders is obtained at the general meeting of shareholders (300 article

Shareholders who hold one-hundredth or more of the voting rights of a joint-stock company or all shareholders shall inspect the court prior to the general meeting of shareholders in order to investigate the procedure for convening the general meeting of shareholders and the method of resolution. You can apply for the appointment of a role (306 articleItem 1).

In a company with a board of directors, the directors received approval from the shareholders when notifying the convocation of the ordinary general meeting of shareholders.Financial documentsAnd business report must be provided (437 article).

If the convocation procedure violates laws and regulations or the Articles of Incorporation, or is extremely unfair, shareholders, etc. may request the cancellation of the resolution by appeal within three months from the date of the resolution of the general meeting of shareholders, etc. (831 article).


The venue was limited to the municipality where the head office (head office) is located or the adjacent municipality according to the provisions of the former Commercial Code (Article 233 of the Commercial Code before revision), but it is held anywhere under the Companies Act. It became possible (298 articleItem 1) (A company headquartered in Osaka can hold a general meeting in Tokyo or in a foreign country. However, the venue can be limited by the articles of incorporation). However, as mentioned above, due to the provisions of the Companies Act Enforcement Regulations, directors may be required to explain the reasons for selecting a venue for a different general meeting of shareholders.

Especially in the case of a listed company with a large number of shareholders, if the venue is a facility inside the company (large conference room, gymnasium of the head office factory, etc.) or if there is not enough space inside the company, a large space can be secured nearby.HotelIt is often held in banquet halls and event halls.

Shareholders' meeting Some companies allow you to listen or even ask and answer questions.New coronavirusIs on the rise to prevent infection[2].

Shareholder proposal rights

Agenda proposal right (303 article
More than 6% or 1 of voting rights for more than 300 monthsUnitShareholders who have continued to hold the above (it is not necessary for a company with a private board of directors to continue to hold it) may request the directors to make certain matters the purpose of the general meeting of shareholders.
Right to propose bills (304 article
Shareholders with voting rights may submit proposals to be voted at a general meeting of shareholders at a general meeting of shareholders, with exceptions such as re-proposal of proposals for less than 10% in favor within the past three years.
Notification request right (305 article
Shareholders who have exercised Article 303 may request that the notice of convocation of the general meeting of shareholders include the outline of the proposal eight weeks before the general meeting.

In the pastNomura HoldingsShareholders make more than 100 proposals to the company, etc.[6][7]In December 2019, the Diet passed the revised Companies Act, which limits the number of proposals that the same proposer can submit to a single general meeting to 12 in principle, saying that there were cases where the right to propose was abused. Established[8][9]..However, even after the revision of the Companies Act, in May 2020, one shareholder submitted multiple bills.Mitsui Mining & SmeltingIt has been pointed out that it has not reached a fundamental solution, such as being submitted to[10].

Resolution method (exercise of voting rights)

Shareholders may exercise their voting rights by proxy, but there is a limit to the number of proxy who can attend.

Shareholders' meeting resolution

Each shareholder (excluding voting-restricted shareholders and the company itself) has one vote for each share or unit, and usually decides the proceedings by majority vote (excluding voting rights-restricted shareholders and the company itself).308 article,309 article). However, certain matters stipulated by the Companies Act are decided by a special majority (Special resolution(Article 309, Paragraph 2)) orSpecial resolutionIs required (Article 309, Paragraph 3, Paragraph 4). The "4/3 special resolution (paragraph 4 special resolution)" is the first resolution method stipulated by the Companies Act.

  • Omission of resolutions at general meetings of shareholders (319 article)
Types of resolutions
NamequorumResolution requirements
Ordinary resolution
(Article 309, Paragraph 1)

"The voting rights of shareholders who can exercise their voting rightsmajorityAttendance by shareholders with
* The articles of incorporation may stipulate otherwise (generally, many listed companies have lifted the majority requirement) * However, in the case of appointment or dismissal of officersOne thousandthMust be above

"The voting rights of the shareholders in attendancemajority'
* The articles of incorporation may provide otherwise.

Resolution for appointment and dismissal of officers (directors, accounting advisors, corporate auditors)
(341 article)

"The voting rights of shareholders who can exercise their voting rightsmajorityAttendance by shareholders with
* Although the articles of incorporation may provide otherwise,One thousandthMust be above.

"The voting rights of the shareholders in attendancemajority'
* Although the articles of incorporation may provide otherwise,majorityMust exceed.

Special resolution
(Article 309, Paragraph 2)
(Dismissal of Audit & Supervisory Board Members, etc.)

"The voting rights of the shareholders in attendanceOne thousandthMany of the above
* Although the articles of incorporation may provide otherwise,One thousandthMust exceed.

Special resolution
(Article 309, Paragraph 3)
(For example, when a public company changes its articles of incorporation to a private company)
No regulation

"Shareholders who can exercise their voting rightsHalfAbove and the voting rights of the shareholdersOne thousandththat's all"
* Although other provisions may be made in the articles of incorporation, the ratio must exceed this.

Special resolution
(Article 309, Paragraph 4)
(When a private company has provisions for different treatment of surplus dividends, residual property distribution, etc. for each shareholder)
No regulation

"Of all shareholdersMore than halfAnd the voting rights of all shareholdersOne thousandththat's all"
* Although other provisions may be made in the articles of incorporation, the ratio must exceed this.

Exercise of voting rights by electromagnetic means

Regarding voting for exercising voting rights, the revision of the Commercial Code in 2002 (14)インターネットIt became possible to vote by, and it was inherited by the Companies Act.会社が容認すればIf the company allowsインターネットYou can also vote by (310 article), 2004 (Heisei 16)Sony,Kawasaki Heavy Industries,NTT,NTT DoCoMo,Nikko Cordial Group,Mitsui Trust Holdings14 companies such asMobile / Internet terminalVoting by etc. has come to be accepted.

However, participation in (a system for institutional investors that started operation in 2006 (18). Only individuals can vote on the Internet due to the revision of the Commercial Code in 2002) is 14 in total. Situations that do not reach a percentage (for exampleToyota,CanonHowever, even if you see that you have not participated), you can see that the exercise of voting rights via the Internet is not widespread.[11].


The proceedings of the general meeting of shareholders shall be specified by the Ordinance of the Ministry of Justice (b: Article 72 of the Companies Act Enforcement RegulationsHowever, the minutes must be prepared and kept at the head office for 10 years from the day of the general meeting of shareholders, and a copy of the minutes must be kept at the branch office for 5 years ().318 article).

Management of general meeting of shareholders


A person who seeks to obtain unfair profits from a company by utilizing his / her status as a shareholder at a general meeting of shareholders.Profit from the company, strive to make adjustments and roots to finish the general meeting of shareholders in a short timeRuling party general assembly shopAnd try to profit from the company by foretelling the obstruction of the general meeting of shareholders, and if not, try to obstruct the general meeting of shareholdersOpposition general assembly shopare categorized.

The existence of these sokaiyas is rooted in the unique circumstances of Japan, where many listed companies believed that the successful reporting and approval of their financial statements at a general meeting of shareholders would indicate the trust of shareholders in the current directors. At one point, it was discussed as a "so-called special shareholder" to see if it would interfere with the exercise of the rights of general shareholders, and "normalization of the general meeting of shareholders" was regarded as a problem. Prohibition of providing profits based on exercise / non-exercise (970 article) Was enacted by the revision of the Commercial Code in 1981 (Showa 56), and the unit shareholder system (currently the unit shareholder system) introduced at the same time eliminated the voting rights of shareholders under the unit, and is now heading toward calming down. ing.However, just by not giving and receiving money to the Sokaiya blatantly, the profits to the Sokaiya continue to be provided in an invisible form such as requesting advertisements in specific economic magazines and renting foliage plants. There is also a view that it is doing.

Shanshan General Assembly

A common name for a general meeting that deliberately accelerates the proceedings in order to take measures against the general meeting shop or to avoid criticizing the company's policies by shareholders.The ruling party shareholders of the company (convened by the employee stockholding association staff and the general affairs department) took the front seat of the general meeting and gave a big applause to the company's explanation and loud voices such as "Agree!" And "Proceedings!" Proceed with the proceedings quickly.Opinions of other shareholders are drowned out, and the general meeting often ends within 30 minutes.

Such general meetings are often found in owner companies, and are unique to Japan because shareholders other than the owner are only interested in the gains on fluctuations in stock prices, but they deviate significantly from the original meaning of the general meetings of shareholders. It was regarded as a problem.There is also an opinion that it is worse than the general assembly shop.

In recent years, in many cases, we have taken a lot of time to ask questions to reflect the opinions of shareholders who attended on weekdays, and conversely submitted proposals requesting disclosure of executive compensation for directors, and social gatherings with management. The number of companies that give preferential treatment to individual shareholders is increasing, such as by establishing a general meeting after the general meeting, and the holding time of the general meeting of shareholders has tended to be slightly longer since the 1990s.また、アクティビスト(後述)の登場により、従来は安定株主とされてきたIn addition, with the advent of activists (described later), it has traditionally been regarded as a stable shareholder.Institutional investorHowever, there are many cases in which dissenting opinions are being cast mainly on measures to prevent takeovers, amendments to the articles of incorporation related to exemption from liability, and proposals for retirement benefits for officers.

Shareholder democracy

There is no absolute major shareholderListed companyAfter acquiring a large amount of shares inShareholder valueRegarding events such as improvement of profits and return of profits to shareholders, other than the general meeting of shareholders, that is, the managementIR activitiesSince 2003, there have been many direct activities in Japan to guide the intentions of the management team in the direction of further improving the market stock price in places such as "" and "".ActivistCalled.

Many activists are fund managers, and in the olden daysMurakamiLeadMACWas a representative activist in Japan,Shoei,Tokyo styleIt was hard to say that it was always successful in individual investment projects such as.しかし、2003年12月にBut in December XNUMXSoto, Worked on investment projectsWarren Liechtenstein (Warren Lichtenstein)Steel PartnersWith the success of the activist, the influence of activists on business owners has come to the forefront. As such a foreign-affiliated fund that has been active since 2003,Carlyle,Unison Capitaland so on.Inspired by these movements of some shareholders, a major Japanese investor organization, which had shown a management-oriented attitude at general meetings of shareholders, formulated a proposal for improving shareholder value in 2003. Since then, it has been announced.

These activists propose measures to further improve shareholder value by the management based on the correct theory from the standpoint of shareholders such as "improvement of shareholder value" and the abundant financial power (mainly in the business).M&AThroughChoice and concentration(There are many rough contents such as), while being aware of the timing of the general meeting of shareholders, the previous "silent shareholders" as "speaking shareholders" at the general meeting of shareholders, such as surplus disposal plans (dividends) It is not uncommon to take action, including exercising shareholder proposal rights, on proposals for the appointment of officers.

Until now, with regard to the general meeting of shareholders submitted by management, important proposals were usually resolved according to the company's intentions, but in 2006, both were listed companies.Osaka SteelByWholly owned subsidiaryThe proposal was rejected by the investment fund's opposition (Ichigo Asset called on other shareholders to vote against it because it was unreasonably low).

In addition, there is a civil war in the management team or a conflict between the management and the founder (House riot), The intentions of investment funds and voting advisory companies have begun to increase significantly from the latter half of the 2010s, depending on the voting of bills issued by each (conflicting) camp.[12][13][14].

The phenomenon in which a fund with a certain investment policy and amount of funds has a great influence on the decision-making of Japanese shareholders' meetings and management is called "shareholder democracy."

Obstacles to participation

On the other hand, the following obstacles have been pointed out in order for institutional investors to attend the general meeting of shareholders in Japan.[11].

  • General Assembly Concentrates on Specific Weeks-General Assembly dates tend to be dispersed from specific days, but are solidified on a weekly basis.Furthermore, the average time from the arrival of the general meeting proposal to the return is very short, 3 days.そのため、機関投資家は短期間で大量の判断を行わなければならないTherefore, institutional investors have to make a lot of decisions in a short period of time.[11].
  • The amount of information on the agenda is small-there is little material for making decisions[11].
  • Most of the voting rights are exercised on paper.電子投票であれば、上述の議案への返送における期間の短さはかなり改善されるWith electronic voting, the short period of time for returning to the above-mentioned bill is significantly improved.[11].

Although “speaking shareholders” who actively exercise their voting rights have come to the forefront, the hurdles to exercising their voting rights are high in the first place, and it is hard to say that shareholder democracy is widespread. It is a mistake to judge that "shareholders' rights have become too strong"[11]It can be said.

Services to shareholders at general meetings of shareholders

At the general meeting of shareholders of a company that emphasizes individual shareholders, various benefits are prepared to appeal the company's corporate activities, and services are provided so that shareholders can participate.However, regarding this point, there is an issue of whether it will provide profits related to the exercise of voting rights of shareholders, and at the same time, the fund has pointed out that "Japan's shareholder benefit program, etc. disregards large shareholders." ..

The main services are as follows.

In many companies, their products and tea confectionery are distributed as souvenirs to the shareholders who attend. Called "car fee"Gift certificates,prepaid cardSuch asCash voucherSome companies distribute to attendees[15]..However, many companies have abolished it since the mid-2010s.
Holding of company financial results briefing
After the general meeting, there may be a place to explain the business activities and organization to individual shareholders who do not have much knowledge about the business contents of the company.とりわけ、一般Above all, the generalconsumerNot familiar (contact)Production goods-Intermediate goodsManufacturers are actively doing this.
Holding a social gathering
After the general meeting, eat and drinkReceptionTo do.In many cases, each officer has a direct dialogue with each shareholder on the spot.Also,Restaurant business(Restaurant industry-Lunch industry), In some cases, it is offered to have customers sample their own products, mainly new products.Game softwareAt the company, accompanying children can enjoy playing their own software during the general meeting, and new products can be tried after the end.
MusicRelated companies (Record company,Entertainment officeEtc.), produced by the companymusician(ミ ュ ー ジ シ ャ ン) May be held.
Some companies offer childcare services for accompanying children during the General Assembly.

General meeting at the company where the scandal occurred

ScandalThe general meeting of shareholders at the company where the event has occurred becomes a place for shareholders to condemn the company, and the management on the stage is criticized with swearing. Naturally, the general meeting does not end smoothly, and the questions of shareholders are concentrated on the directors, and the general meeting is long. In some cases, it may lead to the above-mentioned dismissal resolution / emergency motion submission of officers.


[How to use footnotes]
  1. ^ News from the Tokyo Stock Exchange / TSE - archive.today(For archived March 2012, 12)
  2. ^ a b Decreasing "Sokaiya" Dispersing Shareholders' Meeting Once the concentration rate was 96%"Asahi Shimbun』Evening edition April 2022, 6, page 29 (viewed May 1, 2022)
  3. ^ "40/10 Police Agency in 1 years""Asahi Shimbun" evening edition June 2022, 6, page 29 (viewed July 1, 2022) Decreasing "Sokaiya" Articles related to the scattered shareholders' meeting
  4. ^ Atsushi Yokoyama (May 2020, 5). “Guidance on "Continuing Meeting" at General Meeting of Shareholders". Daiwa Institute of Research. p. 1. April 2022, 6Browse.
  5. ^ "SBI, Shareholders' Meeting "Continuing Meeting" on July 7". Newsletter (September 2022, 6). April 2022, 6Browse.
  6. ^ "Changed the company name to "Vegetable Holdings"". 東洋 経 済 オ ン ラ イ ン (September 2012, 6). April 2022, 7Browse.
  7. ^ "Make all the toilets Japanese style and train your legs. Individual shareholders give Nomura HD a "super ironic proposal"". J-CAST News (September 2012, 6). April 2022, 7Browse.
  8. ^ Deletion of restrictions on shareholder proposals Amendment to the Companies Act Amendment passed-House of Representatives Committee - Wayback machine(For archived March 2019, 11)
  9. ^ "The revised Companies Act, which restricts shareholder proposals, was enacted.". Weekly friday (September 2020, 1). April 2022, 7Browse.
  10. ^ Takuya Furuta (September 2020, 5). “"Use newspaper as a toilet" ... The reason why the monster shareholder's bill is not gone". ITmedia Business online. April 2020, 11Browse.
  11. ^ a b c d e f Yo Makino (June 2008, 6). “Is the day when shareholder democracy will be established?”. Nikkei Business (Nikkei BP). http://business.nikkeibp.co.jp/article/money/20080618/162646/ April 2017, 4Browse. 
  12. ^ "Otsuka Kagu's house turmoil, US investment fund to president”. Asahi Shimbun (September 2015, 3). April 2019, 7Browse.
  13. ^ "LIXIL's major shareholder Australian fund announces support for dismissal”. Nihon Keizai Shimbun (May 2019, 4). April 2019, 7Browse.
  14. ^ "Is it true that shareholders have chosen the president?". NHK (September 2019, 7). April 2019, 7Browse.
  15. ^ "I'll show you everything! Shareholders' Meeting Souvenirs Latest Information December 17-January 12 Settlement Company Edition”. Editorial department (August 2018, 2). April 2019, 6Browse.

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CEO(Daihyo Shiritiku) isLtd.TheRepresentativeHave the authority (representative right) toDirectorSay[1](Article 349 of the Companies Act).Representative director is appointed from among the directors by a resolution of the board of directors[2]do.In this section belowCompany lawOnly the title of the regulation should be entered.


Representative director is a decision-making bodyGeneral Meeting of Shareholders,board of directorsBased on the resolution ofRepresentativeYou can then perform contracts and other acts. At the same time, the representative director executes the business of the company. It is believed that the Board of Directors has delegated the authority to make decisions regarding daily operations, and it also makes its own decisions and executes them.

The representative director has the authority to carry out all actions related to business outside the court or in court (349 articleHowever, it is also possible to set restrictions internally (such as requiring a resolution of the Board of Directors for certain actions). However, this internal restriction is not limited to third parties (A well-meaning third party) Cannot be countered (Article 349, paragraph 5) and the contract cannot be retired because of restrictions.

Establishment of representative director

A company with a board of directorsIn this case, a representative director must be selected from among the directors (362 article3).

Company without Board of DirectorsIn principle, each director has the business execution right and representative right of the company (348 articleItem 1,349 articleTherefore, it is not always necessary to select a representative director from among the directors. In this case, each director is also a representative director at the same time. However, even a company without a board of directors may choose a representative director from among the directors.Articles of IncorporationCan be determined at.

There is no limit to the number of representative directors, and it is not limited to one. In addition, in a company with a board of directors, all directors can be selected as representative directors.

In addition, Company with Nominating Committee, The board of directors has a representative right because it is devoted to decision-making and supervision of operations and has no authority to execute operations.PositionIs not the representative directorRepresentative Executive OfficerBecomes The point that representative executive officers are exempted by resolution of the board of directorsStatutory AuditorThe company's representative director is different.

Selection procedure, etc.

  • At a company with a board of directors, the representative director isboard of directorsSelected by the resolution of (362 articleSection 3, oldCommercial lawSimilar to Article 261, paragraph 1).
  • In a company without a board of directors, if a representative person is stipulated in the articles of incorporation, that person becomes that person, and if the appointment method is stipulated in the articles of association, mutual election of directors orGeneral Meeting of ShareholdersA representative director may be appointed by the method stipulated in the articles of incorporation of any of the resolutions of (349 article3).
  • When vacancy occurs.
    If the number of members is insufficient, the representative director who retired due to the expiration of his term of office or resignation still has the right and obligation as a representative director until the newly elected representative director takes office (351 article1).
    If it finds it necessary, the court appoints a representative director's representative on behalf of the interested party (paragraph 2).

Executive directors and representative rights

The president,President,Vice president,Managing director,Managing directorDirectors with titles such as so-called directors often have a representative right (that is, a representative director). However, these titles are not legally stipulated and are not necessarily representative directors. In many cases, he is not a representative director in particular, although he may be a representative director (see below).PresidentThere are cases where there is a right to represent and there are cases where there is no right to represent (chairman as an honorary position).

Although extremely rare, there are cases where the president does not have the right of representation.Some of the main examples are:

Representative Director

Hyoken's system of representative directors means that if a director who is not a representative director is given a title that is misunderstood as having the president, vice president, or other representative right, that director's actions have no representative right. It is assumed that the company will be liable to a third party who did not know this (a well-meaning third party) as if it had a representative right354 article, Former Commercial Code Article 262). This protects the person who made the transaction by believing that the other party has the authority to represent the company, and secures the transaction (Right appearance theory).

The oldCommercial lawStipulates that in addition to the president and vice-president, the titles of managing director and managing director are stipulated. Therefore, the Companies Act has excluded the two from the provisions of the representative director. In the Company Law, the president and vice president exemplified in Article 354, as well as the chairman, president, president, president, acting representative director, etc. are applicable.

Moreover, since Article 354 is a system approved for the purpose of protecting legitimate trust in transactions, it does not apply to litigation.

Former Joint Representative Director System

Normally, the representative right can be exercised independently, but it was a system of joint representative directors that it cannot be exercised unless it is jointly executed by several people (former Commercial Code 261 paragraph 2). However, joint representative directors are rarely actually present because of the lack of mobility in joint representatives and the fact that the inability to exercise representative power by one person is a profession of being half a person. .. There is a strong idea that it should be deleted as a legislative theory, and it is not emphasized in court. Therefore, under the Corporate Law that came into effect in May 2006, the system of joint representative directors was abolished. However, it is often mistaken that there are multiple representative directors, and this is not called a joint representative. It's just a matter of having multiple representative directors, in which case each one has full representation rights and each can sign a contract with their own name only. Even under the current company law, it is possible to stipulate in the Articles of Incorporation that the representative right cannot be exercised unless a few people collaborate, but it is not possible to oppose a well-meaning third party (Article 349 paragraph 5).


[How to use footnotes]


  1. ^ "Meaning of representative director”. Goo Japanese Dictionary (December 2019, 12). April 2019, 11Browse.
  2. ^ [Kabu.com Securities]Representative Director Financial Securities GlossaryRetrieved February 2021, 12

Related item

  • Officer (company)
  • Manager revolution
  • Site agent - Construction work OfContractIn (XNUMX), a person who has been authorized to exercise the legal acts based on the contract provisions of the contractor in the position of the contractor on behalf of the contractor. In the case of a corporation, the contractor is the representative director of the corporation.

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