Appointment of Directors

Appointment of Directors

This article is explaining about the general steps for appointing new directors.

1. General meeting of shareholders
Shareholders have the authority to appoint directors. Therefore, new directors need to be appointed at a general meeting of shareholders.

2. Acceptance of office
Those elected persons will not become directors until he/she accepts the appointment. In other words, a person becomes a director only when both (a) the shareholders’ appointment and (b) the person’s acceptance of the appointment are in order.
>> For more detail: An Assumption of Office, Identification Documents and a Private Seal Certificate

3. Registration
When there is a change in directors, an application for registration of the change must be filed with the Legal Affairs Bureau.

Required documents
　a. Minutes of the general meeting of shareholders
　b. List of shareholders
　c. Letter of Assumption of Office
        If the person to be appointed as a director attends the general meeting of shareholders, it is possible for him or her to express their intention to accept the appointment at the meeting.
        In such a case, it is possible to omit the attachment of the letter by stating in the minutes of the shareholders’ meeting (a. above) that “the appointed person immideatly accept the office”.
　d. Power of Attorney (to a Judicial Scrivener)
(In the case of a company WITHOUT a board of directors)
     e-i. Certificate of Seal Registration or Signature Certificate
         If new directors do not have a registered private seal in Japan, a certificate of signature must be prepared and notarized.
        The signature certificate at least has to contain, (i) name and (ii) residential address (*i and ii need to match the information on the Letter of Assumption of Office)
        (iii) date of birth, (iv) nationality, and (v) hand written signature. If you are not confident about the content, it is recommended to ask your judicial scrivener to prepare a draft.

(In the case of a company WITH a board of directors)       
      e-ii. Identification Documents
        A copy of an official document (e.g., driver’s license, resident certificate, etc.) with a statement “I hereby certify that the above document is a true copy of the original” and signature/ seal.
        Please note that the such document must include  (i) name and (ii) residential address (*i and ii need to match the information on the Letter of Assumption of Office) and (iii) date of birth,
*Note: Documents which do not contain a residential address (e.g., Passports) cannot be used as identification documents by itself. Thus, another official document (e.g., certificate of residence) with the address must be submitted together.