Every officer appointment in a Japanese Kabushiki Kaisha must clear the eligibility requirements set out in Article 331 of the Companies Act (会社法第331条). This article is the gatekeeper — if a proposed director falls within any of its disqualification categories, the Legal Affairs Bureau will reject the registration.
Understanding Article 331 is not optional for company founders. It is the legal foundation that determines who can lead your company.
Article 331(1) of the Companies Act lists the following categories of persons who may not serve as a director:
A corporation or other legal entity cannot serve as a director of a KK. Only natural persons (individuals) are eligible. This differs from some other jurisdictions where corporate directors are permitted.
Individuals who are subject to a court order commencing guardianship (成年被後見人) or curatorship (被保佐人) are disqualified. These orders are made under the Civil Code for individuals who lack capacity to manage their own affairs.
Note: The Companies Act was amended to clarify the scope of this provision. Previously, it broadly disqualified persons lacking legal capacity. The current provision is more precisely targeted at those under specific court-ordered protection measures.
Individuals who have been sentenced to a fine or heavier penalty for violations of certain laws — including the Companies Act itself, the General Incorporated Association Act, the Banking Act, the Insurance Business Act, and other specified financial and corporate statutes — and for whom two years have not elapsed since the completion of the sentence or since they ceased to be subject to the sentence.
Individuals who have been sentenced to imprisonment (禁錮) or heavier penalties under any law (not just corporate laws), and who have not completed their sentence or for whom the sentence remains in effect. Once the sentence is completed, there is no additional waiting period under this provision — unlike provision (iii), which imposes a two-year waiting period.
Article 335 incorporates the Article 331 disqualification grounds and adds additional restrictions. Notably, an auditor cannot simultaneously serve as a director, manager (支配人), or other employee of the company or its subsidiaries. This dual-role prohibition ensures auditor independence.
Accounting advisors must be certified public accountants, audit firms, tax accountants, or tax accountant corporations. Article 333 specifies both positive qualifications (professional credentials) and negative disqualifications (similar to Article 331, plus conflicts of interest with the company's auditors).
The disqualification grounds have real-world consequences:
MmowW's Director Eligibility Checker translates each provision of Article 331 into a screening question. The tool:
Use our free tool to check your compliance instantly.
Try it free →Director candidate convicted of a tax offense three years ago: The tool determines whether the offense falls under the specified corporate/financial statutes in Article 331(1)(iii). If it does, the two-year waiting period from sentence completion must have elapsed. If the sentence was completed more than two years ago, the candidate is eligible.
Proposed auditor who is also a director at a group company: Article 335(2) prohibits an auditor from being a director of the company or its subsidiaries. If the group company is a subsidiary, the appointment is blocked. If it is a sister company (not a subsidiary), the prohibition does not apply.
Q: Does Article 331 apply to Godo Kaisha managing members?
A: Article 331 specifically governs KK directors. GK managing members are governed by Article 598, which has a similar but not identical set of provisions. The checker applies the correct article based on your entity type selection.
Q: What about directors of foreign companies establishing Japan branches?
A: The Companies Act provisions on director eligibility apply to Japanese companies (KK, GK, etc.). A foreign company establishing a branch in Japan appoints a representative in Japan, who is subject to different rules under the Companies Act's provisions on foreign companies (Articles 817-823).
Q: Can a disqualified person serve in any capacity at the company?
A: Disqualification under Article 331 prevents service as a director. It does not prevent the individual from being an employee, shareholder, or contractor of the company — unless other specific restrictions apply.
Check every Article 331 disqualification ground in 3 minutes:
Use the Director Eligibility Checker →
Article 331 cleared. Officers confirmed. MmowW Scribe guides the rest — articles of incorporation, registration, and beyond.
Loved for Safety.
Ready to file with confidence? MmowW Scribe guides you step by step — ¥22,000/month.
Try it free — no signup required
Open the free tool →MmowW Scribe SaaS integrates compliance tools, documentation, and team management in one place.
Start 14-Day Free Trial →No credit card required. From 22,000 JPY/month.
Loved for Safety.
Loved for Safety.