Supplementary Provisions, Article 3Transitional Measures Concerning Provisional Dispositions to Suspend the Execution of Business, etc.
第三条（業務執行停止等の仮処分に関する経過措置）
If, before this Act comes into effect, an application was made for a provisional disposition to suspend the execution of the business of a member or the performance of the duties of a director, company auditor, or liquidator, or to appoint a proxy to execute the business of a member or a proxy to perform the duties of a director, company auditor, or liquidator, the provisions then in force continue to govern the provisional disposition case, the registration concerning the provisional disposition, and the authority of that proxy to execute the business or perform the duties, even after this Act comes into effect.
この法律の施行前に社員の業務若しくは取締役、監査役若しくは清算人の職務の執行を停止し、又は社員の業務代行者若しくは取締役、監査役若しくは清算人の職務代行者を選任する仮処分の申請があった場合においては、その仮処分の事件及び仮処分に関する登記並びにその業務代行者又は職務代行者の権限に関しては、この法律の施行後も、なお従前の例による。
company auditor
監査役
An officer of a stock company, elected by the shareholders meeting (Companies Act, Article 329, paragraph (1)), whose job is to audit how the directors carry out their duties and to write an audit report on it (Article 381, paragraph (1)). Not an outside accountant — that is the financial auditor (会計監査人) — and not a director: a company auditor may not also be a director or employee of the company or its subsidiaries (Article 335, paragraph (2)). The term normally runs to the annual shareholders meeting for the last business year ending within four years of election (Article 336, paragraph (1)).
Written by AI using Companies Act, Arts. 329, 335, 336, 381 as a reference.
director
取締役
An officer of a stock company, elected by the shareholders meeting (Companies Act, Article 329, paragraph (1)). Every stock company has at least one (Article 326, paragraph (1)). Where there is no board of directors, the directors run the company's business unless the articles of incorporation say otherwise (Article 348, paragraph (1)), and each of them represents it unless the company has chosen representative directors (代表取締役) or others to do that (Article 349, paragraphs (1) and (3)). Where there is a board (取締役会, board of directors), the directors are its members, and the board decides the business and normally chooses the representative directors from among them (Article 362). The term normally runs to the annual shareholders meeting for the last business year ending within two years of election (Article 332, paragraph (1)).
Written by AI using Companies Act, Arts. 326, 329, 332, 348, 349, 362 as a reference.
registration
登記
Entry in a public register kept by a registry office (登記所) — a Legal Affairs Bureau or one of its branch offices — so that the matter is made public (Real Property Registration Act, Articles 1 and 6, paragraph (1)). Rights in land and buildings, such as ownership, a superficies (地上権), a statutory lien (先取特権), a mortgage and a right of lease (賃借権), can be registered under that Act (Article 3), and matters the Commercial Code, the Companies Act and other Acts require to be registered are registered under the Commercial Registration Act (Article 1). Registration also lets a right be asserted against third parties: acquiring, losing or changing a right in rem (物権) in land or a building, such as ownership, cannot be asserted against third parties until it is registered (Civil Code, Article 177), and a matter the Companies Act requires to be registered cannot be asserted against a third party who does not know of it until it has been registered, nor, even after that, against one who had a justifiable reason for not knowing of the registration (Companies Act, Article 908, paragraph (1)).
Written by AI using Real Property Registration Act, Arts. 1, 3, 6, Commercial Registration Act, Art. 1, Civil Code, Art. 177 and Companies Act, Art. 908 as a reference.