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The representative director is a type of director with the company's highest authority and possesses the right to enter into business and sign legal contracts on behalf of the corporation in Japan. The person holding this position is registered publicly on the official corporate register. [3] His or her statements legally bind the corporation.
Representative Director (代表取締役, daihyō-torishimariyaku) is the position of the most senior executive in charge of managing a corporation which is registered in Japan. As regulated by the Companies Act of Japan, joint-stock companies based in Japan must have a Representative Director. The Representative Director typically reports to the company’s board of directors and is ...
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- Usage in Language
- History
- Formation
- Structure
- Other Legal Issues
In Latin script, kabushiki kaisha, with a ⟨k⟩, is often used, but the original Japanese pronunciation is kabushiki gaisha, with a ⟨g⟩, owing to rendaku. A kabushiki gaisha must include "株式会社" in its name (Article 6, paragraph 2 of the Companies Act). In a company name, "株式会社" can be used as a prefix (e.g. 株式会社電通, kabushiki gaisha Dentsū, a style ca...
The first kabushiki gaisha was the Dai-ichi Bank, incorporated in 1873. Rules regarding kabushiki gaisha were set out in the Commercial Code of Japan, and was originally based on laws regulating German Aktiengesellschaft (which also means share company). However, during the United States-led Allied Occupation of Japan following World War II, the oc...
A kabushiki gaisha may be started with capital as low as ¥1, making the total cost of a K.K. incorporation approximately ¥240,000 (about US$2,500) in taxes and notarization fees. Under the old Commercial Code, a K.K. required starting capital of ¥10 million (about US$105,000); a lower capital requirement was later instituted, but corporations with ...
Board of directors
Under present law, a K.K. must have a board of directors(取締役会, torishimariyaku kai) consisting of at least three individuals. Directors have a statutory term of office of two years, and auditors have a term of four years.[citation needed] Small companies can exist with only one or two directors, with no statutory term of office, and without a board of directors(取締役会非設置会社, torishimariyaku-kai hi-setchi-gaisha). In such companies, decisions are made via shareholder meeting and the decision-maki...
Auditing and reporting
Every K.K. with multiple directors must have at least one statutory auditor(監査役, kansayaku). Statutory auditors report to the shareholders, and are empowered to demand financial and operational reports from the directors. K.K.s with capital of over ¥500m, liabilities of over ¥2bn and/or publicly traded securities are required to have three statutory auditors, and must also have an annual audit performed by an outside CPA. Public K.K.s must also file securities law reports with the Ministry of...
Officers
Japanese law does not designate any corporate officer positions. Most Japanese-owned kabushiki gaisha do not have "officers" per se, but are directly managed by the directors, one of whom generally has the title of president(社長, sha-chō). The Japanese equivalent of a corporate vice president is a department chief(部長, bu-chō). Traditionally, under the lifetime employment system, directors and department chiefs begin their careers as line employees of the company and work their way up the manag...
Taxation
Kabushiki gaisha are subject to double taxation of profits and dividends, as are corporations in most countries. In contrast to many other countries, however, Japan also levies double taxes on close corporations (yugen gaisha and gōdō gaisha). This makes taxation a minor issue when deciding how to structure a business in Japan. As all publicly traded companies follow the K.K. structure, smaller businesses often choose to incorporate as a K.K. simply to appear more prestigious.[citation needed...
Derivative litigation
Generally, the power to bring actions against the directors on the corporation's behalf is granted to the statutory auditor.[citation needed] Historically, derivative suits by shareholders were rare in Japan. Shareholders have been permitted to sue on the corporation's behalf since the postwar Americanization of the Commercial Code; however, this power was severely limited by the nature of court costs in Japan. Because the cost to file a civil action is proportional to the amount of damages b...
Nov 11, 2021 · The representative director will usually hold the title of president, CEO, or president and CEO in English. Note that these terms are interchangeable and simply denote the individual’s position at the top of the corporate hierarchy. In Japanese corporate hierarchies, the executive vice president (“EVP”) is second to the president in ...
Apr 11, 2024 · Notes: List of the In-House Groups in the House In-House Group: A group of House Members who engage in joint activities within the House. Usually, a political party forms an in-House group inside the House, but occasionally there are cases where a group is formed by (1) House Members who do not belong to a particular political party, (2) a political party and a House Member or Members who do ...
Jun 19, 2015 · Japanese corporations are legally led by the 代表取締役 (Representative Director). 社長 is an informal title for the same position, and 経営最高責任者 is a translation for CEO which may be used in name cards. 会長 (Chair [man]) is a separate position that is usually given to retired founders. – user145. Jun 19, 2015 at 8:19.
