If a stock company gives the title of president, vice president or other title regarded as having authority to represent the stock company to a director who is not a representative director, the stock company is liable to third parties in good faith for the acts of relevant director.
株式会社は、代表取締役以外の取締役に社長、副社長その他株式会社を代表する権限を有するものと認められる名称を付した場合には、当該取締役がした行為について、善意の第三者に対してその責任を負う。
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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)
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.