Chief Executive Officer in Japan

Chief Executive Officer
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The Chief Executive Officer (is to be, the hail it does to take, the ball anther), home management of business right of the company, the authority which foreign represents the company (right of representation) the director whom it possesses it is, (company law 349 provision).
Table of contents
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* 1 general statements
* 2 elections
* 3 authorities
* 4 apparent Chief Executive Officers
* 5 old joint Chief Executive Officer systems
* 6 related items

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General statement

Regarding company law, as a general rule each director possesses the management of business right and right of representation of the company, unlike old commercial law, (the company law 348 provision 1 section, 349 provision 1 sections binary) for the sake of, the Chief Executive Officer must be installed, it is not the case. But, the Chief Executive Officer must be installed regarding the board of directors installation company, (the company law 362 provision 3 section). In addition, regarding the board of directors non installation company, it is possible to decide the installation of the Chief Executive Officer in the articles of association. To the number of Chief Executive Officers it is not, 1 people does not limit restriction.

Generally known president and the vice president, there is many a thing where the special duty and the routine work are the Chief Executive Officer. But, these position names are not the case that it is stipulation with respect to commercial law, there is no right of representation, concerning the especially routine work (it is plugged and the Chief Executive Officer is not) when it is many, (however, can hit against the below-mentioned apparent Chief Executive Officer). Furthermore, when there is a right of representation concerning the chairman and there is no right of representation, the chairman (as a honorable job) it is with when. At the old limited company, when the group of directors are, because each director has the right of representation of the company, the Chief Executive Officer is not decided and also the [te] is good, but really when the Chief Executive Officer is decided is many, (old limited company method 27th provision).

In addition, board of directors devotes to the decision and supervision of business regarding the commission installation company which is provided with 2002 amendment commercial law, from the fact that it does not have the execution authority of business, the position where is suitable to the Chief Executive Officer in the usual corporation becomes typical execution part. But, as for typical execution part the point where you are appointed and dismissed by the resolution of board of directors, former corporation organization (the corporation where auditor is placed) differs from the Chief Executive Officer.
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Election

* Regarding the board of directors installation company, the Chief Executive Officer is elected by the resolution of board of directors (similar to the company law 362 provision 3 section and the old commercial law 261st provision 1 section).
* Regarding the board of directors non installation company, when the representative is decided in the articles of association, that person becomes, when election method is decided in the articles of association, is elected by the method in the articles of association inside in each case of resolution of mutual election of the director or general meeting of shareholders of deciding (the company law 349 provision 3 section).

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Authority

The Chief Executive Officer executes business on the basis of the resolution of general meeting of shareholders and the board of directors which are the decision making system. In addition that the decisive authority is transferred from board of directors, concerning day-to-day business it is thought, decides personally, executes. Foreign, representing the company independently as a typical system of the company, it is possible to make a contract and the like.

Management of business authority of the Chief Executive Officer reaches to all behavior outside the judgment regarding business or in regard to judgment, it is possible e.g., (the company law 349 provision 4 section), inside providing restriction (needs the resolution of board of directors in fixed behavior,). However, restriction inside as for the this the third party who does not know that it is restriction (the third parties in good faith) it is not possible and (the company law 349 provision 5 section), to oppose, being restriction it is not possible kind of, in the reason to make contract the counter old.
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Apparent Chief Executive Officer

The apparent (hail [ke] it is) the system of the Chief Executive Officer, behavior of the director who can give the kind of title which is misunderstood that in the director who is not the Chief Executive Officer, the president, the vice president, the executive director and the managing director, in addition has right of representation is handled as those which have right of representation the third party who does not know that it is not right of representation (the third parties in good faith) vis-a-vis the company means to owe responsibility, (company law 354 provision and old commercial law 262 provision). Because of this, believing, that there is an authority which represents the company in the partner the person who transacts is protected, safety of transaction is assured, (right appearance theory).
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Old joint Chief Executive Officer system

Usually, it can use right of representation independently, but it was the system, what we assume that if it does not cooperate with several people, it cannot use that, joint Chief Executive Officer, (the old commercial law 261 provision binary). But in cooperation representation it is lacking in mobility, in addition cannot use right of representation alone namely, there is also a circumstance that, it is kind of something which declares the fact that it is incompetent, it is rare for the joint Chief Executive Officer really to put. As a legislative theory thought is strong, that it should delete, either in regard to judgment is not seriously considered. Then, the system of the joint Chief Executive Officer was abolished in the company law of 2006 May enforcement.
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Related item

* Position
* Official (company)
* Commercial law
* Company law
* Corporation
* Board of directors
* Commission installation company

From “http://ja.wikipedia.org/wiki/%E4%BB%A3%E8%A1%A8%E5%8F%96%E7%B7%A0%E5%BD%B9” compilation

Category: Commercial law | enterprise