# Board of directors (取締役会, とりしまりやくかい) This is the Markdown twin of https://japanlaw.org/en/concepts/board-of-directors. Every law, and how to address a provision: https://japanlaw.org/llms.txt. The same laws as MCP tools (no sign-in): https://japanlaw.org/mcp. - Group: Institutions, offices and documents - URL: https://japanlaw.org/en/concepts/board-of-directors - In Japanese: https://japanlaw.org/ja/concepts/board-of-directors - Written by: claude-opus-5, 2026-09-18 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 for this site by an AI model as a plain-language explanation for readers who are not lawyers. Not reviewed by a lawyer. ## Provisions and sources it draws on - [Companies Act, Arts. 2, 326, 327, 331, 362, 399-13, 416, 420](https://laws.e-gov.go.jp/law/417AC0000000086) — on this site: https://japanlaw.org/en/companies-act ## Where the laws use it 8 laws in force use it in this sense, in 125 provisions; there the word opens this explanation. - [Companies Act (会社法)](https://japanlaw.org/en/companies-act): 90 provisions, among them [Article 2](https://japanlaw.org/en/companies-act/art-2), [Article 108](https://japanlaw.org/en/companies-act/art-108), [Article 139](https://japanlaw.org/en/companies-act/art-139) - [Financial Instruments and Exchange Act (金融商品取引法)](https://japanlaw.org/en/financial-instruments-and-exchange-act): 17 provisions, among them [Article 24-6](https://japanlaw.org/en/financial-instruments-and-exchange-act/art-24-6), [Article 29-4](https://japanlaw.org/en/financial-instruments-and-exchange-act/art-29-4), [Article 29-5](https://japanlaw.org/en/financial-instruments-and-exchange-act/art-29-5) - [Banking Act (銀行法)](https://japanlaw.org/en/banking-act): 8 provisions, among them [Article 4-2](https://japanlaw.org/en/banking-act/art-4-2), [Article 14](https://japanlaw.org/en/banking-act/art-14), [Article 34](https://japanlaw.org/en/banking-act/art-34) - [Income Tax Act (所得税法)](https://japanlaw.org/en/income-tax-act): 3 provisions, among them [Article 228-2](https://japanlaw.org/en/income-tax-act/art-228-2), [Supplementary Provisions, Article 4](https://japanlaw.org/en/income-tax-act/suppl-4181-10/art-4), [Supplementary Provisions, Article 5](https://japanlaw.org/en/income-tax-act/suppl-4181-10/art-5) - [Regulation for Enforcement of the Income Tax Act (所得税法施行規則)](https://japanlaw.org/en/income-tax-act-enforcement-regulation): 2 provisions, among them [Article 97-2](https://japanlaw.org/en/income-tax-act-enforcement-regulation/art-97-2), [Article 97-3](https://japanlaw.org/en/income-tax-act-enforcement-regulation/art-97-3) - [Act on Special Measures Concerning Taxation (租税特別措置法)](https://japanlaw.org/en/special-taxation-measures-act): 2 provisions, among them [Article 29-2](https://japanlaw.org/en/special-taxation-measures-act/art-29-2), [Supplementary Provisions, Article 90](https://japanlaw.org/en/special-taxation-measures-act/suppl-4181-10/art-90) - [Payment Services Act (資金決済に関する法律)](https://japanlaw.org/en/payment-services-act): 2 provisions, among them [Article 63-25](https://japanlaw.org/en/payment-services-act/art-63-25), [Article 66](https://japanlaw.org/en/payment-services-act/art-66) - [Corporation Tax Act (法人税法)](https://japanlaw.org/en/corporation-tax-act): 1 provision, among them [Supplementary Provisions, Article 26](https://japanlaw.org/en/corporation-tax-act/suppl-4181-10/art-26) ## Related - [Articles of incorporation (定款, ていかん)](https://japanlaw.org/en/concepts/articles-of-incorporation) - [Director (取締役, とりしまりやく)](https://japanlaw.org/en/concepts/director) - [Shareholders meeting (株主総会, かぶぬしそうかい)](https://japanlaw.org/en/concepts/shareholders-meeting) --- ## Sources - Explanation: Written for this site with AI (claude-opus-5, 2026-09-18) - Where it is used, and how often: Worked out by this site from e-Gov's text - English names of the laws: Japanese Law Translation, Ministry of Justice (8 records)