A member who executes the business represents the membership company; provided, however, that this does not apply if members or other persons who represent the membership companies are otherwise designated.
業務を執行する社員は、持分会社を代表する。ただし、他に持分会社を代表する社員その他持分会社を代表する者を定めた場合は、この限りでない。
If there are two or more members who execute the business referred to in the main clause of the preceding paragraph, each member who executes the business represents the membership company individually.
A membership company may appoint members who represent the membership company from among the members who execute the business pursuant to the articles of incorporation, or through the appointment by the members themselves pursuant to the provisions of the articles of incorporation.
持分会社は、定款又は定款の定めに基づく社員の互選によって、業務を執行する社員の中から持分会社を代表する社員を定めることができる。
Members who represent the membership company have authority to do all judicial and non-judicial acts in connection with the operations of the membership company.
持分会社を代表する社員は、持分会社の業務に関する一切の裁判上又は裁判外の行為をする権限を有する。
No limitation on the authority under the preceding paragraph may be asserted against a third party in good faith.
前項の権限に加えた制限は、善意の第三者に対抗することができない。
(Representatives of Membership Companies)
A member who executes the business represents the membership company; provided, however, that this does not apply if members or other persons who represent the membership companies are otherwise…
業務を執行する社員は、持分会社を代表する。ただし、他に持分会社を代表する社員その他持分会社を代表する者を定めた場合は、この限りでない。
Open this provision(Representatives of Membership Companies)
Members who represent the membership company have authority to do all judicial and non-judicial acts in connection with the operations of the membership company.
持分会社を代表する社員は、持分会社の業務に関する一切の裁判上又は裁判外の行為をする権限を有する。
Open this provisionmembership 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.
assert against
対抗
To be able to rely on a right, or on a fact about it, against someone who is not a party to it. Acquiring, losing or changing a right in rem (物権) in land or a building cannot be asserted against third parties until it is registered (登記) (Civil Code, Article 177), and a registered lease of land or a building can be asserted against a person who acquires a right in rem in it, such as a buyer, and against other third parties (Article 605). The Act on Land and Building Leases lets a tenant do without registering the lease itself: a right to use land for a building (借地権) can be asserted against third parties once the tenant owns a registered building on the land (Article 10, paragraph (1)), and a building lease takes effect against anyone who later acquires a right in rem in the building, such as a new owner, once the building has been handed over (Article 31). Some rules protect only a third party who did not know: a rescission for fraud cannot be asserted against a third party who did not know of the fraud and was not careless in not knowing (善意でかつ過失がない) (Civil Code, Article 96, paragraph (3)).
Written by AI using Civil Code, Arts. 96, 177, 605 and Act on Land and Building Leases, Arts. 10, 31 as a reference.