Representative Partners

In a Godo-Kaisha (limited liability company), unless otherwise stipulated in the Articles of Incorporation, all partners become executive partners and representative partners. If an Articles of Incorporation stipulates executive partners, all of such executive partners shall be representative partners.

On the other hand, there are cases where a specific person/entity among executive partners is to be elected as a representative partner.

e.g.) When a resident of the U.S. and a resident of Japan jointly establish a Godo-Kaisha, both parties can keep their authorities of business execution (i.e., the authorities to decide business operations), while only the resident of Japan to have the authorities of representation (i.e., the authority to execute business operations, etc.).

There are the following two methods to have a specific representative partner appointed from among the executive partners.

(1) By directly stipulating representative partners in the Articles of Incorporation
(2) By mutual election of the executive partners (with such special provision in the Articles of Incorporation)

In case of directly stipulating in the Articles of Incorporation

Sample Case
Partners A, B, and C
Executive partners A and B
Currently Representative Partner A
☆In the case where B is to be added as a new representative partner.

In principle, with the consent of all partners A, B, and C, the Articles of Incorporation are amended to add the name of B in the Articles of Incorporation as a representative partner. If the B is an entity, it is the representative of B who shall consent to the amendment.

Example of the amended Articles of Incorporation
“Article X (Representative Partners) Partners A and B shall be the representative partners of the Company.”

Application for Registration

When representative partners are to be newly appointed, an application for registration is required.

The following documents are required when the representative partners are directly stipulated in the Articles of Incorporation.

　1. Letter of Consent
2. Power of Attorney (to the judicial scrivener)

In the case of mutual election of (executive) partners in accordance with the Articles of Incorporation

Sample Case
Partners A, B, and C
Executive partners A and B
Currently Representative Partner A
☆In the case where B is to be added as a new representative partner.

In principle, B is selected as a new representative partner based on the decision of the executive partners A and B.

Note: In order to avoid confusion as to whether the current Representative Partner A remains or retires, it is recommended that the following information be included in the document.

Determination of Executive Partners

In addition to the current Representative Partner A, the following partner shall be elected as a new representative partner of the Company.

Address: Tokyo XXX
N a m e : B

We duly decided as above.

Date:
ABC Godo-Kaisha
Seal or signature of executive partner A
Seal or signature of executive partner B

*When executive partners is an entity, it is executive managers who sign the letter.

Application for Registration

The following documents are required when representative partners are to be elected by mutual vote of the executive partners in accordance with the Articles of Incorporation.

If B is a person

　1. Written Determination of Executive Partners A and B
2. Letter of Acceptance of Assumption of Office by Representative Partner B
3. Power of attorney (to judicial scrivener)

If B is an entity (addition to 1-3 above)

4. Corporate Registry of B
5. Appointment letter of Executive Manager X
(e.g., Minutes of the board of directors of B)
6. Letter of Acceptance of Assumption of Office by the Executive Person X

◇In the case of an overseas entity, an affidavit containing the contents of 4 and 5 above can be used instead.

Registration of Corporate Seal

If Representative Partner B newly registers a corporate seal, it is necessary to submit the registration form at the same time or separately.

If B is a person

　1. Application Form of Corporate Seal Registration
2. Application Form of the issuance of a Corporate Seal Registration Card
3. Personal Seal Registration Certificate or Certified Signature Certificate

If B is an entity, and the representative of B becomes an executive manager

　1. Application Form of Corporate Seal Registration
2. Application Form of the issuance of a Corporate Seal Registration Card
3. Corporate Seal Certificate or Affidavit of the corporation B
(☆ above can be used)