A 支配人 (Registered Manager) is a person given registry-visible general agency over a Japan GK's (合同会社) head office or a branch, appointed under Companies Act Article 10 (会社法第10条) without becoming a member and without any capital contribution. It is the option to reach for when a non-resident individual holds the sole representative member (代表社員) seat and the company still needs someone in Japan with registered authority to act, since that structure has no business execution officer (職務執行者) seat to fill in the first place.
Why Is There No 職務執行者 Seat When the 代表社員 Is an Individual?#
There is no 職務執行者 seat because the seat exists to solve a problem that only a corporate representative member has: a body corporate cannot physically sign, so Companies Act Article 598 (会社法第598条) requires it to designate a natural person to act on its behalf and notify the other members of that person's name and address. An individual who is 代表社員 already is the natural person who acts, so there is nothing left for a 職務執行者 to do and nothing for the Legal Affairs Bureau (法務局) to register in that role. This is the exact mechanism covered in Does a Japan GK Need a 職務執行者 If Its 代表社員 Is an Individual?, and it holds regardless of whether the individual has a Japan address. Since the Ministry of Justice's practice change of March 16, 2015, GK formation and the appointment of a 代表社員 or 職務執行者 are accepted where none of those persons has an address in Japan, so a non-resident individual can hold the 代表社員 seat alone as a matter of company law. What remains is a filing and operations question, not a corporate-law gap, and 支配人 is one answer to it.
What Is a 支配人 and How Does It Differ from a 職務執行者?#
A 支配人 is a registered general agent appointed under Companies Act Article 10, Article 591 Paragraph 2, and Article 918 (会社法第10条・第591条第2項・第918条); a 職務執行者 is the natural-person designee a corporate business-executing member must appoint under Article 598. They serve different structural roles and are not interchangeable substitutes for each other. A 職務執行者 exists only because a corporate member cannot act itself; a 支配人 exists as a separate, standing registrable agency seat open to any GK, corporate-member or individual-member, alongside the 業務執行社員 / 代表社員 seats.
Appointment and removal of a 支配人 are decided by a majority of the members (社員) unless the 定款 (Articles of Incorporation) provides otherwise, and both the appointment and the specific office at which the 支配人 acts are registered at the head office. That registry entry is what gives a bank, landlord, or counterparty something concrete to check: a named, Japan-based person with broad statutory agency over the business at that office, distinct from the offshore 代表社員 who holds ultimate representative authority. Because the authority is broad and set by statute rather than a scoped grant, scope the appointment deliberately and brief the appointee on what they are and are not expected to bind the company to.
What Are the Other Options Besides 支配人?#
支配人 is one of four substitutes available once a client establishes there is no 職務執行者 seat to fill; it happens to be the closest functional analogue in registry terms, but it is not the only route and not always the right one.
The other three, in descending order of formality: (1) adding a Japan-resident 業務執行社員, which is operationally the cleanest but structurally the most expensive, since the person becomes a member with 持分 (equity interest) and that opens up transfer-consent mechanics, profit allocation, and exit terms; the seat cannot be filled by a non-member, which is precisely why 支配人 exists as an alternative. The full mechanics of that seat, including the silent-定款 trap where an incoming member automatically acquires business-execution authority, are in Can You Appoint a 業務執行社員 Without Making Them a Full GK Member?. (2) A 委任 (mandate) with a scoped 代理権 (power of agency) under Civil Code Article 643 and Article 99 (民法第643条・第99条): no registration, no member status, no officer status, just a named agent authorized for defined acts such as expense payment, banking correspondence, or a specific filing. This is the lightest-touch and correct default where the need is transactional rather than representative. (3) A 納税管理人 (tax administrator) under Act on General Rules for National Taxes Article 117 (国税通則法第117条): mandatory rather than optional once the company or a non-resident taxpayer must file, requiring a person with an address or residence in Japan to handle tax matters, no 税理士 (Licensed Tax Accountant) qualification required. It is a tax-procedure appointment, not a company-law seat, and does not confer business-execution authority; do not present it as an answer to the corporate-authority question.
Key points:
(a) 支配人 gives registry-visible general agency without membership or contribution, closest in registry function to a 職務執行者 but resting on a different statutory basis (Companies Act Article 10, not Article 598). (b) A Japan-resident 業務執行社員 is the only route that brings in a genuine economic participant; it requires equity and full member consent mechanics and should not be used solely to solve an authority problem. (c) 委任 with scoped 代理権 and 納税管理人 are lighter-touch, non-officer routes: the first for transactional authority, the second a mandatory tax-procedure appointment that carries no business-execution power.
How Is a 支配人 Registered for a Non-Resident Individual 代表社員?#
Registration runs on a signature certificate (署名証明 / サイン証明) rather than a Japanese registered seal certificate (印鑑証明書), because a non-resident individual has no 印鑑証明書 to produce. Companies Act Enforcement Regulations Article 61 (商業登記規則第61条) governs the acceptance-of-office and related documents on this basis for the individual 代表社員 making the appointment, and the same signature-certificate mechanism applies to the appointed 支配人 if that person is also signing from abroad.
The place of authentication for an individual's signature certificate follows a relaxed rule: officials of the applicant's country of residence are acceptable, per the Ministry of Justice notice of June 28, 2016. This is the opposite of the strict home-country-only rule that governs a foreign company's affidavit in a corporate-代表社員 filing, a distinction covered in detail in Notarizing a Foreign Company's Affidavit for a Japan GK: The Consul-in-Japan Route. Do not carry the corporate-affidavit rule over to the individual signature-certificate case: the two run on different statutory tracks with different acceptable-authenticator lists, and applying the stricter corporate rule to an individual filing adds an authentication step the law does not require.
One practical point survives all of the above: banks and landlords in Japan routinely expect a Japan-resident representative to deal with even where company law does not require one. A registered 支配人 is often exactly what satisfies that commercial expectation, separate from whatever the company-law analysis says is legally mandatory. Structuring the right combination of registered seats and practical local presence for a specific GK is company setup work, not a template answer.
Frequently Asked Questions#
Can a 支配人 sign contracts on behalf of the GK?
Yes, within the general agency conferred by the appointment; a 支配人's authority is broad by statute rather than narrowly scoped like a 委任 agent's, which is why the appointment should be defined deliberately at the outset and the appointee briefed on the practical limits the company wants observed. The precise contours of that agency for a given contract should be confirmed against the current registration and the company's internal instructions before relying on it.
Do we need a 支配人 if our GK's 代表社員 already has a Japan address?
Not necessarily. The need for a 支配人 or one of the other three substitutes arises from wanting a registered, Japan-based point of authority for banking, leasing, or day-to-day operations, not from the 代表社員's residence status; a resident 代表社員 can often act personally, and the analysis should start from what the bank, landlord, or specific filing actually requires.
Is appointing a 支配人 the same cost and complexity as appointing a 職務執行者?
No, and the comparison does not really apply, since a 職務執行者 seat is not available at all where the 代表社員 is an individual. Against the other three substitutes, a 支配人 sits in the middle: more formal than a scoped 委任 mandate because it is a public registry entry with broad statutory agency, but far less structurally involved than admitting a Japan-resident 業務執行社員, which requires equity and full member consent.
Conclusion#
A non-resident individual 代表社員 does not create a gap in Japan company law; it removes a seat (職務執行者) that never applied to that fact pattern and leaves four separate routes to registered or delegated authority in its place. 支配人 is the one that most resembles the corporate-代表社員 pattern clients are used to, but 業務執行社員, scoped 委任, and 納税管理人 each answer a different version of the underlying question, and picking the wrong one adds cost or authority the situation does not need.
This article is informational only and does not constitute legal, tax, or regulatory advice. Consult a qualified advisor before acting on the content. Last updated: September 2026.