Board of directors is composed of all directors.
取締役会は、すべての取締役で組織する。
Board of directors performs the following duties:
取締役会は、次に掲げる職務を行う。
deciding the execution of the operations of the company with board of directors;
取締役会設置会社の業務執行の決定
supervising the execution of the duties by directors; and
取締役の職務の執行の監督
appointing and removing representative directors.
代表取締役の選定及び解職
Board of directors must appoint representative directors from among the directors.
取締役会は、取締役の中から代表取締役を選定しなければならない。
Board of directors may not delegate the decision on the execution of important operations such as the following matters to directors:
取締役会は、次に掲げる事項その他の重要な業務執行の決定を取締役に委任することができない。
the disposal of and acceptance of transfer of important assets;
重要な財産の処分及び譲受け
borrowing in a significant amount;
多額の借財
the appointment and dismissal of an important employee including managers;
支配人その他の重要な使用人の選任及び解任
the establishment, changes or abolition of important structures including branch offices;
支店その他の重要な組織の設置、変更及び廃止
matters prescribed by Ministry of Justice Order as important matters regarding the solicitation of persons who subscribe for bonds such as the matters set forth in Article 676, item (i);
第六百七十六条第一号に掲げる事項その他の社債を引き受ける者の募集に関する重要な事項として法務省令で定める事項
the development of systems necessary to ensure that the execution of duties by directors complies with laws and regulations and the articles of incorporation, and other systems prescribed by Ministry of Justice Order as systems necessary to ensure the properness of operations of a stock company and operations of group of enterprises consisting of the stock company and its subsidiary companies; or
取締役の職務の執行が法令及び定款に適合することを確保するための体制その他株式会社の業務並びに当該株式会社及びその子会社から成る企業集団の業務の適正を確保するために必要なものとして法務省令で定める体制の整備
exemption from liability under Article 423, paragraph (1) pursuant to provisions of the articles of incorporation under the provisions of Article 426, paragraph (1).
第四百二十六条第一項の規定による定款の定めに基づく第四百二十三条第一項の責任の免除
In cases of a company with board of directors that is a large company, the board of directors must decide the matters set forth in item (vi) of the preceding paragraph.
Read this with the articles around it
(Authority of Board of Directors)
the development of systems necessary to ensure that the execution of duties by directors complies with laws and regulations and the articles of incorporation…
取締役の職務の執行が法令及び定款に適合することを確保するための体制その他株式会社の業務並びに当該株式会社及びその子会社から成る企業集団の業務の適正を確保するために必要なものとして法務省令で定める体制の整備
Open this provision(Liability of Officers to Stock Companies for Damages)
If a director, accounting advisor, company auditor, executive officer or financial auditor (hereinafter in this Chapter referred to as "officers, etc.") neglects their duties…
取締役、会計参与、監査役、執行役又は会計監査人（以下この章において「役員等」という。）は、その任務を怠ったときは、株式会社に対し、これによって生じた損害を賠償する責任を負う。
Open this provision(Provisions of Articles of Incorporation on Exemption by Directors)
Notwithstanding the provisions of Article 424, companies with company auditor (limited to cases where there are two or more directors), companies with audit and supervisory committee…
第四百二十四条の規定にかかわらず、監査役設置会社（取締役が二人以上ある場合に限る。）、監査等委員会設置会社又は指名委員会等設置会社は、第四百二十三条第一項の責任について、当該役員等が職務を行うにつき善意でかつ重大な過失がない場合において、責任の原因となった事実の内容…
Open this provision(Determination of Matters on Bonds for Subscription)
the total amount of bonds for subscription;
募集社債の総額
Open this provisionsubsidiary company
「子会社」
A stock company in which a company holds a majority of the votes, or any other corporation whose management a company controls, as set out by Ministry of Justice Order (法務省令).
Defined inArticle 2, paragraph (1), item (iii)· applies throughout the law
large company
「大会社」
A stock company whose balance sheet for its most recent business year shows stated capital of 500 million yen or more, or total liabilities of 20 billion yen or more.
Defined inArticle 2, paragraph (1), item (vi)· applies throughout the law
company with board of directors
「取締役会設置会社」
A stock company that has a board of directors, or that this Act requires to have one.
Defined inArticle 2, paragraph (1), item (vii)· applies throughout the law
bond
「社債」
A money claim against a company, arising from an allotment the company makes under this Act, that is to be repaid according to the terms set under Article 676.
Defined inArticle 2, paragraph (1), item (xxiii)· applies throughout the law
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)
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.
board of directors
取締役会
The body made up of all of a stock company's directors (Companies Act, Article 362, paragraph (1)). It decides how the company's business is carried out, supervises the directors, and appoints and removes the representative directors (代表取締役) (Article 362, paragraphs (2) and (3)) — except in a company with a nominating committee and the other committees (指名委員会等設置会社), where it appoints representative executive officers (代表執行役) instead (Articles 416 and 420). Some decisions, such as disposing of important assets or borrowing a large amount, it normally may not hand to the directors (Article 362, paragraph (4)). A company with an audit and supervisory committee (監査等委員会設置会社) can hand more of them to directors (Article 399-13, paragraphs (5) and (6)), and a company with the committees hands them to executive officers (執行役) rather than directors (Article 416, paragraphs (3) and (4)). A company chooses in its articles of incorporation whether to have one (Article 326, paragraph (2)), but a public company (公開会社), among others, must (Article 327, paragraph (1)): a public company is one whose articles of incorporation let at least some of its shares change hands without the company's approval (Article 2, item (v)). A company with a board must have at least three directors (Article 331, paragraph (5)).
Written by AI using Companies Act, Arts. 2, 326, 327, 331, 362, 399-13, 416, 420 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.