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👶 | Honami Suzuki He said "when child-rearing is over" Last year, he bought XNUMX million yen and steadily established an office.

Photo Takaaki Ishibashi (left), Honami Suzuki

Honami Suzuki said, "When I finish raising my child," I bought XNUMX million yen last year and steadily established an office.

If you write the contents roughly
Suzuki, who was a talent belonging to the office "Arrival" where Ishibashi serves as the representative director, established a new private office in July last year.

Talent Takaaki Ishibashi (59) will be on his YouTube channel "Kichanneruzu" on the 16th, and actress Honami Suzuki ... → Continue reading

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CEO(Daihyo Shiritiku) isLtd.TheRepresentativeHave the authority (representative right) toDirectorSay[1](Article 349 of the Companies Act).

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 representative right and cases where there is no representative right (the chairman as an honorary position). In some rare cases, the president does not have a representative right.

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). 2019/11/21Browse.

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