Chapter VI Mercantile Employees
第六章 商業使用人
第二十条（支配人）
Article 21Manager's Authority to Act as Agent
第二十一条（支配人の代理権）
A manager has the authority to engage in all acts in and out of court on behalf of the merchant in connection with the merchant's business.
支配人は、商人に代わってその営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 and dismiss other employees.
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。
A limitation on a manager's authority to act as the merchant's agent may not 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 22Registration of Managers
第二十二条（支配人の登記）
Article 23Non-Competition by Managers
第二十三条（支配人の競業の禁止）
A manager must not engage in any of the following conduct without the permission of the merchant:
支配人は、商人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。
carrying on an independent business;
自ら営業を行うこと。
conducting a transaction that is in the merchant's line of business for the benefit of the manager or a third party;
自己又は第三者のためにその商人の営業の部類に属する取引をすること。
becoming the employee of another merchant or of a company or foreign company;
他の商人又は会社若しくは外国会社の使用人となること。
becoming the director, executive officer, or executive managing member of a company.
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 has engaged in the conduct set forth in item (ii) of the preceding paragraph in violation of the provisions of that paragraph, the amount of profit that the manager or third party has earned as a result of the conduct is presumed to be the amount of damage that the merchant has incurred.
第二十四条（表見支配人）
An employee with a title indicating that employee to be responsible for operations at a merchant's place of business is deemed to have the authority to engage in all acts out of court in connection with the operations of that place of business; provided, however, that this does not apply if the other party knows this not to be the case.
商人の営業所の営業の主任者であることを示す名称を付した使用人は、当該営業所の営業に関し、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。
第二十五条（ある種類又は特定の事項の委任を受けた使用人）
An employee that is delegated with performing functions of a certain type, or with performing specific functions, that are connected with the merchant's business has the authority to engage in all acts out of court in connection with those functions.
商人の営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。
A limitation on the authority of the employee referred to in the preceding paragraph to represent the merchant may not be asserted against a third party in good faith.
前項の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 26Employees of Stores at Which It Is Intended That Goods Will Be Sold
第二十六条（物品の販売等を目的とする店舗の使用人）
The employee of a store at which it is intended that goods will be sold or otherwise transferred (meaning sold, rented out, or subject to any other similar action; hereinafter the same applies in this Article) is deemed to have the authority to sell or otherwise transfer the goods located in the store; provided, however, that this does not apply if the other party knows this not to be the case.
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。
merchant
「商人」
A person who, in their own name, carries on commercial transactions (商行為) as a business.
Defined inArticle 4, paragraph (1)· 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 26, paragraph (1)· applies only in this article
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.
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.
registration
登記
Entry in a public register kept by a registry office (登記所) — a Legal Affairs Bureau or one of its branch offices — so that the matter is made public (Real Property Registration Act, Articles 1 and 6, paragraph (1)). Rights in land and buildings, such as ownership, a superficies (地上権), a statutory lien (先取特権), a mortgage and a right of lease (賃借権), can be registered under that Act (Article 3), and matters the Commercial Code, the Companies Act and other Acts require to be registered are registered under the Commercial Registration Act (Article 1). Registration also lets a right be asserted against third parties: acquiring, losing or changing a right in rem (物権) in land or a building, such as ownership, cannot be asserted against third parties until it is registered (Civil Code, Article 177), and a matter the Companies Act requires to be registered cannot be asserted against a third party who does not know of it until it has been registered, nor, even after that, against one who had a justifiable reason for not knowing of the registration (Companies Act, Article 908, paragraph (1)).
Written by AI using Real Property Registration Act, Arts. 1, 3, 6, Commercial Registration Act, Art. 1, Civil Code, Art. 177 and Companies Act, Art. 908 as a reference.