Registration of Officer Changes Is Due Within 2 Weeks of the End of the Term, Even for ReappointmentA company's "list of people in charge" should be fixed within 2 weeks of a change
When an officer's term ends, a stock company must register the officer change within 2 weeks, even if the officer is reappointed (rejunin). If it fails to do so, the representative director may be fined up to JPY 1 million in a non-penal fine. The Ministry of Justice is calling for attention to this.
Key points
- The registration deadline for a stock company is within 2 weeks of the end of the term (Companies Act, Article 915, paragraph 1). Even if filed after the deadline, the representative director who neglected it may be subject to a non-penal fine of up to JPY 1 million (Companies Act, Article 976).
- A director's term lasts until the close of the ordinary general meeting of shareholders for the last business year ending within 2 years of election (Companies Act, Article 332, paragraph 1). A corporate auditor's term is up to 4 years (Article 336, paragraph 1).
- A stock company that is not a public company can extend the terms of directors and corporate auditors up to 10 years in its articles of incorporation.
- A stock company whose last registration was 12 years ago is subject to dormant company cleanup. A certificate of identity is required for registering a new officer, but not for reappointment.
What to do in practice
- List the term end date of each officer and decide how to register within 2 weeks of the shareholders' meeting.
- If your company has not registered anything for a long time, check whether any officer's term has passed.
The names of a company's president and officers are listed in the government's registry (touki). The Ministry of Justice is reminding companies that when an officer's term ends, the registry must be updated within 2 weeks, even if the same person continues.
- (1) Decide at the meetingChoose the officers (including those who continue)
- (2) Prepare the papersGet the change registration application ready
- (3) Within 2 weeksApply at the Legal Affairs Bureau
- (4) The registry is updatedThe government's registry is rewritten
Points
- Even when the same person continues, the paperwork is needed.
- The deadline is 2 weeks from the day the term ended.
- If you forget, the president may have to pay money of up to JPY 1 million, like a fine (called a "karyo").
What the words mean
- Registration (touki)
- Writing important facts about a company in a government registry so anyone can see them.
- Non-penal fine (karyo)
- Money you pay when you do not follow a rule.
- Ministry of Justice: Ministry of Justice: Have You Forgotten to Register Changes of Officers? Reappointed Officers Need It Too
This article summarizes and explains materials published by government agencies and is not advice on any individual case. Rules can change, so for actual procedures and decisions always check the latest original materials and consult professionals such as tax accountants or labor and social security attorneys. English, Simplified Chinese and Traditional Chinese versions are translations prepared from the Japanese articles for convenience. If anything differs, the Japanese text and the original source take precedence.