If the stock company to be incorporated is a company with board of directors (excluding a company with nominating committees, etc.), the directors at incorporation must appoint among the directors at incorporation (if the stock company to be incorporated is a company with audit and supervisory committee, excluding a director at incorporation who is an audit and supervisory committee member at incorporation) a person who is to be the representative director (meaning the director who represents the stock company; the same applies hereinafter) as at incorporation of the stock company (hereinafter referred to as "representative director at incorporation").
設立時取締役は、設立しようとする株式会社が取締役会設置会社(指名委員会等設置会社を除く。)である場合には、設立時取締役(設立しようとする株式会社が監査等委員会設置会社である場合にあっては、設立時監査等委員である設立時取締役を除く。)の中から株式会社の設立に際して代表取締役(株式会社を代表する取締役をいう。以下同じ。)となる者(以下「設立時代表取締役」という。)を選定しなければならない。
The directors at incorporation may remove the representative director at incorporation at any time prior to the formation of the stock company.
The appointment and removal of the representative director at incorporation pursuant to the provisions of the preceding two paragraphs are determined by a majority of the directors at incorporation.
Read this with the articles around it
company with board of directors
「取締役会設置会社」
A stock company that has a board of directors, or that this Act requires to have one.
Defined inArticle 2, paragraph (1), item (vii)· applies throughout the law
company with audit and supervisory committee
「監査等委員会設置会社」
A stock company that has an audit and supervisory committee, made up of directors.
Defined inArticle 2, paragraph (1), item (xi-2)· applies throughout the law
company with nominating committee, etc.machine translation
「指名委員会等設置会社」
A stock company with a nominating committee, an audit committee and a remuneration committee, each made up of directors.
Defined inArticle 2, paragraph (1), item (xii)· applies throughout the law
director at incorporation
「設立時取締役」
A person who is to become a director when the stock company is formed.
Defined inArticle 38, paragraph (1)
audit and supervisory committee member at incorporationmachine translation
「設立時監査等委員」
A person who is to become a member of the audit and supervisory committee when the stock company is formed.
Defined inArticle 38, paragraph (2)
representative director
「代表取締役」
A director who represents a stock company, acting in its name toward everyone else.
Defined inArticle 47, paragraph (1)
representative director at incorporation
「設立時代表取締役」
The director at incorporation chosen to become the representative director when the stock company is formed.
Short name set inArticle 47, paragraph (1)
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.