Article 591Where Articles of Incorporation Provide for Members Who Execute Business
第五百九十一条（業務を執行する社員を定款で定めた場合）
If members who execute the business are provided for in the articles of incorporation, and there are two or more members who execute the business, the business of the membership company is determined by a majority of the members who execute the operations, unless otherwise provided for in the articles of incorporation. For the purpose of the application of the provisions of paragraph (3) of the preceding Article to these cases, "member" in that paragraph is deemed to be replaced with "member who executes the business".
Notwithstanding the provisions of the preceding paragraph, in the cases provided for in that paragraph, the appointment and dismissal of managers are determined by a majority of the members; provided, however, that this does not preclude the provisions to the contrary in the articles of incorporation.
If members who execute the business are provided for in the articles of incorporation, and all members who execute the operations leave the company, relevant provisions of the articles of incorporation become ineffective.
業務を執行する社員を定款で定めた場合において、その業務を執行する社員の全員が退社したときは、当該定款の定めは、その効力を失う。
If members who execute the business are provided for in the articles of incorporation, members who execute the business may not resign without justifiable grounds.
業務を執行する社員を定款で定めた場合には、その業務を執行する社員は、正当な事由がなければ、辞任することができない。
Members who execute the business under the preceding paragraph may be dismissed with the unanimous consent of other members, limited to cases where there are justifiable grounds.
前項の業務を執行する社員は、正当な事由がある場合に限り、他の社員の一致によって解任することができる。
The provisions of the preceding two paragraphs do not preclude the provisions to the contrary in the articles of incorporation.
前二項の規定は、定款で別段の定めをすることを妨げない。
membership company
「持分会社」
General partnership companies, limited partnership companies and limited liability companies taken together: the three kinds of company under this Act that are owned by members rather than by shareholders.
Short name set inArticle 575, paragraph (1)
articles of incorporation
定款
A company's own basic rules, written by its founders when it is formed: at least its purpose, its trade name, where its head office is, the value of the property contributed at incorporation and who the founders are (Companies Act, Article 27). A stock company's must be certified by a notary before it takes effect (Article 30, paragraph (1)), and can later be changed by a resolution of the shareholders meeting (Article 466). Many rules in the Act apply "unless the articles of incorporation provide otherwise", so a company's articles decide a great deal of how the Act applies to it.
Written by AI using Companies Act, Arts. 26, 27, 30, 466, 575 as a reference.