How to hold a director’s meeting in Japan remotely ?
Assumed that there are 3 directors in your company in Japan. Though address of the company is located in Tokyo, you (director Mr.O) is living in Osaka and Ms. S is in Sigapore and Ms. U is in USA. In this case in order to hold a legal Director’s Meeting, following information may be useful.
If you and Ms.S and Ms.U hold the meeting on 23rd September 2022, you do not need to meet with Ms.S and Ms.U in person, physically. However you still need to determine the venue, place of the Director’s Meeting (I know it is not important for you, though).
You can communicate with them via ZOOM or skype etc.
So you will say the venue of the meeting is your residential address. Because when you talk with Ms.S and Ms.U via ZOOM, you will use your computer at your residence.
Then Ms.S and Ms.U will attend the Director’s Meeting via ZOOM. In this case you need to write on minutes of Director’s meeting that they attended the meeting by video conference system.
According to company law of Japan, you need to clarify the date and time, venue of the Director’s Meeting on the minutes of the meeting of the board directors.
So you will write like this on the minutes.
『Date and Time : 23rd September 2022 at 4:00 p.m
Venue : 1-1, Osaka city, Japan
Director Ms. S, Director Ms. U attended this Director’s Meeting through video conferencing which enables all the persons participating in a Director’s Meeting to communicate concurrently with each other without an intermediary and to participate effectively in the Director’s Meeting.』
When you use minutes of Director’s Meeting for registration process in Japan, meeting minutes written in only foreign language is not available even if you submit translation at the same time.
On the other side, if you use Japanese language and foreign language on the minutes parallelly , you can use the meeting minutes for registration purpose.
When a representative director has been appoint at the meeting of board directors, his name should be registered with authority in Japan. And you need to file registration of change of representative director within 2 weeks from the appointment.
And when you file the registration, you need to submit the minutes of the board of directors to the legal affairs bureau.
So, you will make the minutes like this.
Date and Time : 23rd September 2022 at 4:00 p.m
Venue : 1-1, Osaka City, Japan
Total number of directors of the Company : 3
Number of directors present : 3
Number of corporate auditor : 1
Number of corporate auditor present : 0 』
Though you and other directors do not need to meet in person, all directors present need to affix their seal or signature physically on the minutes (when the minutes are used for registration process).
So after you affix your seal on the minutes of Director’s Meeting, you will send them to Ms.S and Ms.U by post.
However, you may hope to hold a Director’s Meeting without talking each other.
Assumed that you want to appoint Ms. S as a next representative director and inform other director by email.
You will think that you do not need to communicate with other directors simultaneously.
However in order to hold a Director’s Meeting only by paper or email, you need to fulfill following requirements.
1) It is stipulated in articles of incorporation.
2) You or other directors propose an agenda to be discussed at the Director’s Meeting.
3) All directors indicate their consent by paper or email.
4) Corporate auditor does not indicate disagreement.
And when you conduct the meeting of director based on paper (without discussion verbally), you need to make a “Written agreement” in lieu of ordinary minutes of director’s meeting.
Tomohiko AKIYAMA akiyama(a)japan-law-tax.com