Chapter III Employees of a Company
第三章 会社の使用人等
Section 1 Employees of a Company
第一節 会社の使用人
第十条（支配人）
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.
Article 11Manager's Authority of Representation
第十一条（支配人の代理権）
A manager has authority to do any and all judicial and non-judicial acts on behalf of a company in connection with its business.
支配人は、会社に代わってその事業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。
A manager may appoint or dismiss other employee.
支配人は、他の使用人を選任し、又は解任することができる。
No limitation on a manager's authority of representation may be asserted against a third party in good faith.
支配人の代理権に加えた制限は、善意の第三者に対抗することができない。
Article 12Non-Competition by Manager
第十二条（支配人の競業の禁止）
A manager may not commit any of the following acts without the permission of the company:
支配人は、会社の許可を受けなければ、次に掲げる行為をしてはならない。
engage in the manager's own enterprise;
自ら営業を行うこと。
carry out, for themselves or for a third party, any transaction which is in the line of business of the company;
自己又は第三者のために会社の事業の部類に属する取引をすること。
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.
他の会社の取締役、執行役又は業務を執行する社員となること。
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.
第十三条（表見支配人）
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.
会社の本店又は支店の事業の主任者であることを示す名称を付した使用人は、当該本店又は支店の事業に関し、一切の裁判外の行為をする権限を有するものとみなす。ただし、相手方が悪意であったときは、この限りでない。
第十四条（ある種類又は特定の事項の委任を受けた使用人）
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.
事業に関するある種類又は特定の事項の委任を受けた使用人は、当該事項に関する一切の裁判外の行為をする権限を有する。
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.
前項に規定する使用人の代理権に加えた制限は、善意の第三者に対抗することができない。
Article 15Employees of Stores for the Purpose of Selling Goods
第十五条（物品の販売等を目的とする店舗の使用人）
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.
物品の販売等（販売、賃貸その他これらに類する行為をいう。以下この条において同じ。）を目的とする店舗の使用人は、その店舗に在る物品の販売等をする権限を有するものとみなす。ただし、相手方が悪意であったときは、この限りでない。
Section 2 Commercial Agents of the Companies
第二節 会社の代理商
Article 16Obligation to Give Notice
第十六条（通知義務）
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.
代理商（会社のためにその平常の事業の部類に属する取引の代理又は媒介をする者で、その会社の使用人でないものをいう。以下この節において同じ。）は、取引の代理又は媒介をしたときは、遅滞なく、会社に対して、その旨の通知を発しなければならない。
Article 17Non-Competition by Commercial Agents
第十七条（代理商の競業の禁止）
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;
自己又は第三者のために会社の事業の部類に属する取引をすること。
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.
会社の事業と同種の事業を行う他の会社の取締役、執行役又は業務を執行する社員となること。
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.
Article 18Authority to Receive Notice
第十八条（通知を受ける権限）
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).
物品の販売又はその媒介の委託を受けた代理商は、商法（明治三十二年法律第四十八号）第五百二十六条第二項の通知その他の売買に関する通知を受ける権限を有する。
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.
Article 20Right of Retention of Commercial Agent
第二十条（代理商の留置権）
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.
company
「会社」
Any of the four kinds of company this Act governs: a stock company (株式会社), a general partnership company (合名会社), a limited partnership company (合資会社) or a limited liability company (合同会社).
Defined inArticle 2, paragraph (1), item (i)· applies throughout the law
foreign company
「外国会社」
A corporation or other body formed under a foreign country's law that is of the same kind as, or similar to, a company under this Act.
Defined inArticle 2, paragraph (1), item (ii)· applies throughout the law
sale, etc. of goodsmachine translation
「物品の販売等」
Selling, leasing or similar dealings in goods, which an employee of a store run for that purpose is treated as authorized to carry out for the goods in the store.
Defined inArticle 15, paragraph (1)· applies only in this article
commercial agent
「代理商」
A person, not an employee of the company, who regularly acts as agent or intermediary for a company in transactions in its ordinary line of business.
Defined inArticle 16, paragraph (1)· applies only in this section
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.
cancellation
解除
Ending a contract by one party's notice to the other, where the contract or the law gives that party a right to cancel (Civil Code, Article 540, paragraph (1)). The Civil Code lets a party cancel for the other's failure to perform: after a demand to perform within a reasonable time that is not met, unless what is still missing is minor (Article 541), or at once where performance has become wholly impossible, or the other party has clearly refused to perform, among other cases where performance clearly will not come (Article 542, paragraph (1)). On cancellation each party must put the other back in the position before the contract, and damages can still be claimed (Article 545, paragraphs (1) and (4)); a lease, though, ends only from then on (Article 620). Cancellation differs from rescission (取消し), after which the act is treated as void from the start (Article 121).
Written by AI using Civil Code, Arts. 121, 540, 541, 542, 545, 620 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.
manifestation of intention
意思表示
A person's expression of an intention to which the law gives a legal effect, such as an offer to conclude a contract, which shows its terms and forms the contract once the other party accepts it (Civil Code, Article 522, paragraph (1)), the acceptance itself (Article 527), or the notice to the other party by which a party rescinds (取消し) an act or cancels (解除) a contract (Articles 123 and 540, paragraph (1)). One made to another person takes effect when notice of it reaches that person, or when it would normally have reached them if they blocked it without good reason (Article 97, paragraphs (1) and (2)), and does not lose its effect because the person who made it dies, loses mental capacity (意思能力) or comes under legal limits on what they can do alone after sending the notice (Article 97, paragraph (3)); where the person making it cannot find out who the other party is or where they are, it can be made by public notice (Article 98, paragraph (1)). It is not void just because the person making it knew it was not their true intention, unless the other party knew or could have known that (Article 93, paragraph (1)); a false one made in collusion with the other party is void (Article 94, paragraph (1)); and neither voidness can be asserted against a third party who did not know of it (善意) (Articles 93, paragraph (2), and 94, paragraph (2)). One based on a mistake that is material in light of the purpose of the juridical act (法律行為) and accepted views in dealings may be rescinded — one based on a mistaken view of the circumstances behind the act only if it had been shown that the act was based on them, and as a rule not where the mistake came from the gross negligence of the person who made it (Article 95, paragraphs (1) to (3)) — and so may one made under fraud or duress, though one induced by a third party's fraud only if the other party knew of the fraud or could have known of it (Article 96, paragraphs (1) and (2)); a rescission for mistake or fraud cannot be relied on against a third party who did not know and was not careless in not knowing (Article 95, paragraph (4), and Article 96, paragraph (3)). One that an agent makes within the agent's authority, showing that it is made for the principal, takes effect directly for the principal (Article 99, paragraph (1)). The Consumer Contract Act lets a consumer rescind an offer or acceptance of a consumer contract made because the business, when soliciting it, told them something untrue about an important matter and they believed it, among other grounds (Consumer Contract Act, Article 4, paragraph (1), item (i)), and the Act on Specified Commercial Transactions does the same where, in a door-to-door sale, the seller or service provider told them something untrue about such matters as the goods or the price (Article 6, paragraph (1), and Article 9-3, paragraph (1), item (i)).
Written by AI using Civil Code, Arts. 93, 94, 95, 96, 97, 98, 99, 123, 522, 527, 540, Consumer Contract Act, Art. 4 and Act on Specified Commercial Transactions, Arts. 6, 9-3 as a reference.