Assuming that Mr. A and Ms. B are executive officers(業務執行社員) of a limited liability company (LLC＝合同会社＝GK) in Japan.
There are no other members besides Mr. A and Ms. B.
Mr. A and Ms. B invested 50 yen each to incorporate the LLC.
So, the registered capital amount is 100 yen.
An executive officer is equivalent to a director (取締役) of a stock company (KK Company=株式会社) in Japan.
There are several ways to remove Mr. A from the executive officer position.
1. Mr. A and Ms. B can agree that Mr. A should be removed from the executive officer position.
So, if Mr. A does not agree to it, this way is not possible.
2. If Mr. A resigns from being a member (a shareholder of the LLC), he also loses his position as an executive officer.
In the case of an LLC, a shareholder has two roles, status. One is a person who has a voting right (like a person who exercises their voting right in the general meeting of members) and the other is executing and managing the business of the company.
In the case of a KK Company, even if a person becomes a shareholder of the company, he will not automatically become a director of the company.
But in the case of an LLC, the roles of shareholder and officer are adhered in principle.
So, if Mr. A transfers his shares to Ms.B, he loses his position as an officer of the LLC.
3. Mr.B can resign from the executive officer position.
Even if he resigns from the executive officer position, he can still keep his role as a shareholder of the company.
In order to become an officer of an LLC, he needs to be a shareholder of the company.
But even if he is a shareholder of the LLC, he does not need to be an officer of the company.
In that case, the LLC can appoint an executive officer.
Assuming that Mr. A and Ms. B are shareholders of the LLC. Then, it is possible that they appoint only Ms. B as an officer of the LLC.
4. It is possible to dismiss Mr. A from the position of executive officer.
If Ms. B consents (without consent of Mr. A), it is possible to dismiss Mr. A from the position of executive officer.
Then, even if he loses the position of executive officer, he still has his role as a shareholder of the LLC.
So, Ms. B will need to purchase Mr. A’s shares from him.
Then, if Mr. A does not agree to sell his shares to Ms. B, she will need to file a court process.
In the case that a person purchases a share of KK company, they will not lose their shares without their consent. Therefore, this rule also applies to the case of GK.
