Companies Act

A company (including a foreign company; hereinafter the same applies in this Part) may appoint managers and have them carry out its business at its head office or branch office.

A manager has authority to do any and all judicial and non-judicial acts on behalf of a company in connection with its business.

A manager may appoint or dismiss other employee.

No limitation on a manager's authority of representation may be asserted against a third party in good faith.

A manager may not commit any of the following acts without the permission of the company:

engage in the manager's own enterprise;

carry out, for themselves or for a third party, any transaction which is in the line of business of the company;

become an employee of any other company or merchant (excluding any company; the same applies in Article 24);

become a director, executive officer or any member who executes the operation of any other company.

If a manager commits any act set forth in item (ii) of the preceding paragraph in violation of the provisions of that paragraph, the amount of the profit obtained by the manager or any third party as a result of relevant act is presumed to be amount of the damage suffered by the company.

Employees with a title which holds them out as the chief of the business of the head office or any branch office of a company are deemed to have the authority to do any and all non-judicial acts in connection with the business of relevant head office or branch office; provided, however, that this does not apply to the cases where the counterparty acts with knowledge of the counterparty's actual authority.

Any employee to whom the authority of a certain kind of matter or a specific matter in connection with the business is delegated has the authority to do any and all non-judicial acts in connection with relevant matter.

No limitation on the authority of representation of the employee provided in the preceding paragraph may be asserted against a third party in good faith.

Any employee of a store the purpose of which is the sale, etc. (meaning sale, lease or any other act similar to the foregoing; hereinafter the same applies in this Article) of goods is deemed to have authority to conduct the sale, etc. of the goods located in that store; provided, however, that this does not apply to the cases where the counterparty acts with knowledge of the counterparty's actual authority.

When any commercial agent (meaning a person who acts on behalf of a company as an agent or intermediary in any transaction in the ordinary line of business of the company, and is not an employee of the company; hereinafter the same applies in this Section) undertakes any transaction as an agent or intermediary, the commercial agent must give notice of that fact to the company without delay.

A commercial agent may not carry out any of the following acts without the permission of the company:

carry out, for themselves or for a third party, any transaction which is in the line of business of the company;

become a director, executive officer or any member who executes operation of any other company which carries out the same kind of business as the company.

If a commercial agent commits any act set forth in item (i) of the preceding paragraph in violation of provisions of that paragraph, the amount of the profit obtained by the commercial agent or any third party as a result of relevant act is presumed to be amount of the damage suffered by the company.

A commercial agent to whom the authority of the sale of goods or the role of intermediary in the same is delegated has authority to receive the notice regarding the sale and purchase including, but not limited to, the notice under Article 526, paragraph (2) of the Commercial Code (Act No. 48 of 1899).

A company or the commercial agent may, when they did not define the period of the commercial agency contract, cancel the contract by giving an advance notice more than two months in advance.

Notwithstanding the provisions of the preceding paragraph, if there is any compelling reason, the company or its commercial agent may cancel the commercial agency contract at any time.

If any claim arising from acting as an agent or intermediary in any transaction is due, the commercial agent can retain any property or negotiable instruments of value which it possesses on behalf of the company until the satisfaction of the claim; provided, however, that this does not apply to the cases where the parties otherwise manifest their intention.