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Procedures for Changing the Executing Person in a Limited Liability Company in Japan

I assume you are considering setting up a company in Japan. And you are probably considering whether you should establish a Kabushiki Kaisha or a Godo Kaisha.

In that case, the following information may be useful to you.

🌸What is an Executing Person in a Japanese limited liability company ?

The members (社員) of a limited liability company in Japan execute the business of the limited liability company(合同会社), except as otherwise provided in the articles of incorporation.

These members are not employees, but owners (shareholders) of the company.

If you made a capital contribution to form a limited liability company, you are a member.

And in the case of a limited liability company, you are both an owner and an officer (役員)of the corporation (in principle), since members execute the business.

A corporation (法人)can also be an officer of a limited liability company.

In other words, unlike in the case of a joint stock company(株式会社), a corporation can be an officer of a limited liability company.

However, a corporation has no arms or legs and cannot speak. Therefore, they cannot attend meetings and discuss the management of the company.

Therefore, when a corporation becomes an officer of a limited liability company, it is necessary to appoint a person from among the corporation to attend the general meeting of members of the limited liability company and perform other actual activities.

This person is called the “”Executing Person=職務執行者=Shokumu Sikkosha.””

🌻Executing Person and Registration

When you incorporate a limited liability company, information about the company is registered with the Legal Affairs Bureau. Anyone can obtain a certificate for the registered information (履歴事項証明書)by paying 600 yen.

The certificate includes the name and address of the representative member.

Assume that a corporation (New York 1-1  XY Corporation) is the representative member (代表社員)of Hayashi limited liability company.

In this case, the registration information of Hayashi limited liability company includes the following information as the representative member

“”Representative member : New York 1-1  XY Corporation.””

In addition, the address and name of the Executing Person is also registered.

The name of the managing partner(業務執行社員), who is not the representative partner, is also registered with the Legal Department in the registration information of the limited liability company.

An executive member is similar to a director who is not the representative director of a stock company.

🌻Change of Executing Person

When the Executing Person of a Hayashi LLC resigns, it is necessary to register a change in the name of the Executing Person.

To register that change, you need a document that proves that the Executing Person (Nancy) has resigned.

So, you provide a letter of resignation from Nancy.

“”To XY Corporation, I, Nancy, hereby resign as Executing Person of Hayashi LLC”” and sign it.

XY Corporation will then appoint the next Executing Person.

To certify this appointment, the minutes of XY Corporation and a letter of acceptance of the appointment from the next Executing Person are required.

Since XY Corporation is not a Japanese company, it is necessary to prove by official documents that it has the actual status as a company.

So, prepare a notarized document that proves the actual status of XY Corporation.

Example

“”Trade name XY Corporation
Head office: New York 1-1
Purpose Hotel business
Etc.”””

🐡Executing person and Company seal in Japan

Nancy, the Executing Person, had registered her corporate seal with the Legal Department.a

“I, Nancy, use this seal as my company seal (実印).”

and the seal was registered with the Legal Department.

So, when Nancy resigned and the next Executing Person took over, a seal needs to be registered again.

The seal that Nancy had registered as the company seal can be registered as the company seal to be used by the next Executing Person.

At this time, a personal signature certificate of the next Executing Person is required.

A signature certificate of the representative director of XY Corporation as a company is also required.

You can also see “”Differences between a Joint Stock Company and a Limited Liability Company in Japan“”

“”Necessary documents to make a limited liability company in Japan“”

If you have any support to change an Executing person of LLC in Japan, you can contact me.  akiyama(a)japan-law-tax.com

Regarding “Change of Executive Office in Japan”, you can see the page.