Appointing directors is one of the first decisions you make when forming a company in Japan. And it is one of the most consequential — a disqualified director means a rejected registration, wasted fees, and lost time.
These 12 questions cover the eligibility issues that founders encounter most often. Every answer references the applicable provision of the Companies Act (会社法).
The Companies Act does not specify a minimum age for directors. However, since directors must have legal capacity to act, and persons under guardianship are disqualified under Article 331(1)(ii), minors would need parental consent for contracts. In practice, most directors are adults.
No. The Companies Act imposes no upper age limit on directors.
Yes. The Companies Act does not prohibit serving as a director of multiple companies simultaneously. However, Article 356 requires directors to obtain board approval (or shareholder approval for non-board companies) before engaging in competitive business transactions.
Yes. There is no restriction on family members serving together as directors. The Companies Act does not impose any kinship-based disqualification.
Yes, for both KK and GK. A KK without a board of directors needs only one director. A KK with a board of directors (取締役会) requires a minimum of three directors.
The Companies Act does not set a maximum. The number of directors is determined by the company's articles of incorporation.
For a KK, the standard term is two years from appointment (Article 332(1)). The articles of incorporation can shorten this but cannot extend it beyond two years for companies with a board of directors. For KK without a board, the term can be extended to up to ten years. For GK, managing members serve indefinitely unless the operating agreement specifies otherwise.
Yes. A director can resign by giving notice to the company. However, if the resignation reduces the number of directors below the statutory or articles-of-incorporation minimum, the resigning director continues to have the rights and obligations of a director until a replacement is appointed (Article 346(1)).
Personal bankruptcy alone is not a disqualification ground under Article 331. However, if the individual is under guardianship or curatorship as a result of bankruptcy proceedings, that separate court order could trigger disqualification under Article 331(1)(ii).
The Companies Act does not prohibit this. However, the National Public Service Act and Local Public Service Act impose restrictions on government employees engaging in private business activities. A government employee should check their employment rules before accepting a directorship.
Yes. Shareholders can remove a director by ordinary resolution at a general meeting (Article 339(1)). The removed director may claim damages if the removal lacked justifiable cause (Article 339(2)).
The director loses their position immediately by operation of law. The company must file a change registration at the Legal Affairs Bureau to reflect the officer change. If this reduces the number of directors below the required minimum, the company must appoint a replacement promptly.
MmowW's Director Eligibility Checker addresses the statutory disqualification grounds from Article 331 — the core legal requirements. The scenarios above go beyond basic eligibility into governance questions. MmowW Scribe's SaaS modules cover these broader governance topics in depth.
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Try it free →Q: Where can I find the full text of the Companies Act?
A: The Companies Act is published on the e-Gov portal (e-Gov法令検索) maintained by the Japanese government. English translations are available through the Japanese Law Translation Database (日本法令外国語訳データベースシステム).
Q: Do these rules apply to non-profit corporations?
A: Non-profit corporations (一般社団法人, 一般財団法人) are governed by the General Incorporated Association Act and General Incorporated Foundation Act, which have their own officer eligibility provisions. The Companies Act governs KK, GK, and other commercial companies.
Q: Can the articles of incorporation add additional eligibility requirements?
A: Yes. A company's articles of incorporation can impose requirements beyond the statutory minimum — for example, requiring directors to hold a certain number of shares. However, the articles cannot waive statutory disqualification grounds.
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