An officer record that does not quietly lapse
An outline of the steps for one appointment, re-election or resignation, with a term schedule that keeps the next deadline in view.
All notesWhat the note covers
- How long a director's term runs under the Act, and what a non-public company may extend it to by its articles (Art. 332).
- Why a director whose term has ended can still be in office until a successor is appointed (Art. 346).
- Which resolution elects or removes a director, and who passes it (Arts. 329 and 339).
- The minimum number of directors a board-established company needs (Art. 331).
- The steps of the registration that follows an officer change, and the two-week window for it (Art. 915).
Why it comes up
A director's term is two years in the ordinary case, and up to ten in a non-public company whose articles say so. In companies where the same people have held the same seats for years, the date passes unnoticed. The trouble shows up when a registry application is turned back, or when a lender asks who currently holds office and the honest answer takes an afternoon to work out. A late registration can also draw an administrative fine of up to one million yen under Art. 976.
How it is prepared
The outline starts from the officer history you send: who was elected when, under what term, and what the articles say about terms. Against that it sets the statutory rules for the change you are making and lists, in order, what the company must resolve and what it must then register. Registration applications are filed by the company itself or by a judicial scrivener or lawyer; the outline lists what the application will need and leaves the preparation and filing to them.
What you receive, and the price
You receive
- A written outline by e-mail for the one change you are making.
- A term schedule: each officer, term start, the meeting at which the term ends.
- A checklist of the records and the registry steps that follow the resolution.
- A short list of the points where a judicial scrivener or lawyer should be asked.
Scope and price
from ¥19,500
Scope: one officer change. Several simultaneous changes can be scoped together on request. The fee is confirmed in writing before work begins.
Limits of the note
- Not legal advice, and not a filing service: Helix Clinic does not prepare or submit registration applications for clients.
- Not a statement of whether a past registration was valid. That is a question for a judicial scrivener or lawyer.
- Companies with a nominating committee or an audit and supervisory committee follow partly different term rules, which the outline only flags.
- No outcome is promised: the outline describes the rules, and the registry decides on the application.
Provisions the note relies on
- Art. 329 (election of officers), Art. 331 (qualifications and number), Art. 332 (term of office of directors), Art. 336 (term of auditors).
- Art. 339 (removal), Art. 346 (a director who continues after the term ends).
- Art. 915 (registration of changes within two weeks) and Art. 976 (administrative fine for failure to register).
Statutes are amended. Check the current text on e-Gov and your own articles of incorporation before acting.
How to ask for it
Write to the office describing the change, an appointment, a re-election or a resignation, and when the current term began or when the change is planned. A copy of the articles helps. Scope and fee are confirmed in writing before the outline is started.