24. Definition of Directors in Japan 役員の範囲

役員の定義を英語にしました（国税庁ホームページ）。

Corporate tax law in Japan (as of 1 April 2020) defines directors as follows. For more about Japanese tax, click HERE:

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Japanese corporate tax law (as of 1 April 2020) defines directors as follows:

 
I. A director, officer, accounting advisor, internal auditor, and liquidator of a company

II. The following persons:

A. A person who is not an employee of a company, but who is engaged in the management of the company, including, but not limited to, the following:

1. A person who is not a director, but has assumed a role equivalent to the role of a director
2. A member of a Gomei Kaisha, Goshi Kaisha, or Godo Kaisha (see below for definitions) who manages the business
3. The representative, or the manager of the assets of, a shadan, i.e., an association without juridical personality
4. A person who is not a director under tax law but who is appointed as such in the articles of corporation
5. A person whose title is not a director, but who is deemed to be substantially engaged in the management of the company as a director considering his or her position or duties

• Gomei Kaisha - a company which is similar to a general partnership
• Goshi Kaisha - a company which is similar to a limited partnership
• Godo Kaisha - a company which is similar to an LLC, often referred to as "GK"

B. An employee of a family company who satisfies all of the following and who is engaged in the management of the company:

1. The employee belongs to (i) a Group (see Note 1 for a definition) whose ownership percentage (see Note 2) is more than 50%; (ii) either of the largest two Groups whose combined shareholding is more than 50%; or (iii) one of the largest three Groups whose combined shareholding is more than 50%.
2. The ownership percentage of the Group to which the employee belongs is more than 10%.
3. The ownership percentage of the employee (and his or her spouse and corporations in which more than 50% are owned by the employee and/or the spouse) is more than 5%.

Notes:

1. A Group is a group of a shareholder of the company and individuals and corporations with special relationship with that shareholder, such as relatives.
2. An ownership percentage is defined as follows:

• If the company is a family company under the shareholding test (see this for details): % of the number of shares or the amount of capital contributions of the Group to total outstanding shares or capital contributions of the company
• If the company is a family company under the voting rights test (see this for details): % of the number of voting rights (excluding those owned by shareholders who cannot exercise the rights) of the Group to total number of voting rights of the company
• If the company is a family company under the number-of-partners test (see this for details): % of the number of (managing) partners of the Group to total number of such partners of the company

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