Continuity in leadership can be vital for the stable operation and strategic direction of any organization, including Japanese Social Welfare Corporations (Shakai Fukushi Hojin, or SWFs). When the term of an incumbent President (理事長 - Rijichō) of an SWF expires, often concurrently with the terms of other directors, the SWF may wish to reappoint that individual to continue leading the organization. While seemingly straightforward, this reappointment (重任 - Jūnin) process involves specific internal governance steps and subsequent legal registration with the Legal Affairs Bureau (Hōmukyoku) to ensure its validity and public record accuracy. This article details the registration procedures for a President's reappointment following the expiration of their term as a director.

I. The Context: Presidential Reappointment Linked to Director Term Expiration

The position of President in an SWF is intrinsically tied to their status as a Director; only a serving Director can be selected as President. The terms of office for Directors (and Auditors) in an SWF are generally stipulated by the Social Welfare Act (Article 45) as being up to two years, typically concluding at the end of the regular Councillor Council meeting (定時評議員会 - teiji hyōgiinkai) for the fiscal year in which their term ends.

Therefore, the scenario this article addresses is when the terms of the entire Board of Directors, or a significant portion thereof – including the individual currently serving as President (in their capacity as a Director) – are due to expire. For the incumbent President to continue in their role, they must navigate a two-step reappointment pathway:

1. Re-election as a Director: First, the individual must be re-elected as a Director by the SWF's Councillor Council.
2. Re-selection as President: Second, the newly constituted (or re-constituted with re-elected members) Board of Directors must then re-select this individual to serve as President.

Only after these internal governance steps are successfully completed can the reappointment be formally registered.

II. Internal Procedures for Presidential Reappointment

The reappointment process is typically integrated into the SWF's regular governance cycle, primarily occurring around the time of its annual regular Councillor Council meeting.

A. The Regular Councillor Council Meeting (Teiji Hyōgiinkai)

This meeting, usually held after the close of the SWF's fiscal year, handles several key items, including the approval of financial statements and, crucially, the election or re-election of Directors whose terms are expiring.

• Agenda Item: One of the primary agenda items will be the "Election/Re-election of Directors due to Term Expiry."
• Resolution: If the incumbent President is to be reappointed, they must first be successfully re-elected as a Director by a formal resolution of the Councillor Council. This vote would typically occur alongside the election or re-election of other Directors whose terms are also concluding.
• Acceptance as Director: The individual must formally accept this re-election to the position of Director. This acceptance can be documented in a separate Letter of Acceptance (就任承諾書 - Shūnin Shōdaku Sho) or, if their acceptance (including their residential address) is clearly recorded in the minutes of the Councillor Council meeting, it may be incorporated by reference.

B. Subsequent Board of Directors Meeting (Rijikai)

Following the Councillor Council meeting where Directors are newly elected or re-elected, the reconstituted Board of Directors will convene.

• Composition: This Board meeting will consist of the Directors who were just elected or re-elected by the Councillor Council.
• Agenda Item: A key item will be the "Selection of the President."
• Resolution: The Board of Directors will then pass a resolution to re-select the re-elected Director (the former incumbent President) to continue serving as the President of the SWF.
• Acceptance as President: The individual must also formally accept this re-selection to the role of President, again, either through a separate Letter of Acceptance or by having their acceptance explicitly recorded in the Board meeting minutes.

III. Registration of Presidential Reappointment with the Legal Affairs Bureau

Once the internal reappointment process is complete, the change must be registered to update the SWF's official records. Many of the general requirements for registering a change in President (as detailed in Q35 of the reference material concerning changes due to resignation, death, etc.) also apply here, with some specific nuances for reappointments.

A. Applicant and Registration Deadline

The reappointed President is responsible for filing the registration application. This must be done at the Legal Affairs Bureau governing the SWF's principal office within two weeks from the date the reappointment became effective (e.g., the date of their re-selection as President and assumption of duties for the new term) (Order for Registration of Cooperatives, etc. [組合等登記令 - Kumiai-tō Tōki Rei], Art. 3(1)).

B. Scope of Registration (Tōki Subeki Jikō)

The primary matter to be registered concerning the President will be their reappointment. The registration entry will typically state:

• "Matters concerning officers" (役員に関する事項 - Yakuin ni Kansuru Jikō)
• "Qualification: President" (資格: 理事長 - Shikaku: Rijichō)
• "Address: [President's Residential Address]" (住所 - Jūsho)
• "Name: [President's Full Name]" (氏名 - Shimei)
• "Date and Reason: [Date of reappointment] Reappointment" (原因年月日: 平成○年○月○日 重任 - Gen'in Nengappi: Heisei X nen X gatsu X nichi Jūnin).

If other directors were also re-elected or newly elected at the same Councillor Council meeting, their appointments/reappointments would typically be registered concurrently. This article, however, focuses on the specifics related to the President's reappointment.

C. Essential Attachments for the Registration Application

The following documents are generally required to support the registration of a presidential reappointment:

1. Minutes of the Regular Councillor Council Meeting (定時評議員会議事録 - Teiji Hyōgiinkai Gijiroku): Evidencing the re-election of the individual (who is being reappointed as President) to the position of Director, along with the election/re-election of other directors whose terms were expiring.
2. Minutes of the Board of Directors Meeting (理事会議事録 - Rijikai Gijiroku): Evidencing the re-selection of this re-elected Director to continue serving as President of the SWF.
3. Letters of Acceptance (就任承諾書 - Shūnin Shōdaku Sho) from the Reappointed President:
   • A letter confirming acceptance of re-election to the role of Director.
   • A separate letter confirming acceptance of re-selection to the role of President.
   • As previously noted, these may be incorporated by reference ("en'yō" - 援用) if acceptance (along with their current registered residential address) is unequivocally recorded in the respective official meeting minutes.
4. Seal Certificates (印鑑証明書 - Inkan Shōmeisho) for Board of Directors Minutes (Conditional Requirement):
   • The requirement for municipal seal certificates for the signatories of the Board minutes (attending Directors and Auditors) is nuanced in the case of reappointments.
   • If the reappointed President chairs the Board meeting and signs the minutes using the SWF's official representative seal that is already registered with the Legal Affairs Bureau, their personal municipal seal certificate for that signature on the Board minutes may not be required. The logic is that the seal itself is already verified by the registry.
   • Similarly, if other re-elected Directors or Auditors sign the minutes using personal seals that are already known to the registry for them in their capacity as officers of that SWF (and are identical to previously filed ones), their municipal seal certificates might also be waived in some instances.
   • However, as a general rule, and for utmost certainty, or if the President (or other signatories) uses their personal registered seal (実印 - jitsuin) instead of an already-on-file SWF representative seal, or if there's any doubt about the continuity of registered seals, it is best practice to attach municipal seal certificates for all signatories who used their personal registered seals on the Board minutes. The reference material notes that if the President's registered SWF seal cannot be used on the minutes (e.g., if they are not present to sign with it), then all signatories must use their personal registered seals and provide corresponding municipal certificates.
5. Articles of Incorporation (Teikan) (Conditionally Required):
   The SWF's Teikan must be attached if:
   • It uniquely allows the President to be selected directly by the Councillor Council (rather than the Board).
   • It imposes higher-than-statutory quorum or voting majority requirements for the Councillor Council or Board of Directors meetings where the re-election/re-selection decisions were made (to verify these stricter internal rules were met).
   • It specifies that only the President (and Auditors) are required to sign or seal the Board of Directors minutes (as this affects whose signatures and potential seal certificates are needed).
   • The President was re-selected via a "deemed resolution" of the Board (i.e., a unanimous written/electronic consent procedure), if such a procedure is permitted by the Teikan.
6. Power of Attorney (委任状 - Ininjō): If a judicial scrivener or other authorized agent is filing the application.
7. Seal Registration Form (印鑑届書 - Inkan Todoke-sho): This is generally not required for a straightforward reappointment if the President continues to use the same official representative seal for the SWF that is already registered with the Legal Affairs Bureau and remains unchanged. It would only be necessary if the SWF's official seal or the President's designated representative seal itself is being changed concurrently with the reappointment.

D. Considerations for Previously Registered Pre-Marital Name (婚姻前の氏の記録 - Kon'in Mae no Uji no Kiroku)

If the reappointed President had previously chosen to have their pre-marital name registered alongside their current legal name on the corporate register, specific actions might be needed depending on their current preference:

• To Continue Registration of Pre-Marital Name: If they wish for this dual-name registration to continue, typically no new declaration is required with the reappointment filing. The existing registration status is presumed to carry forward unless stated otherwise.
• To Discontinue Registration of Pre-Marital Name: If, upon reappointment, the President wishes to stop having their pre-marital name displayed on the register, a formal declaration or request to that effect must be included as part of the reappointment registration application (as per Various Corporation Registration Rules Art. 5; Commercial Registration Rule Art. 81-2, Paragraphs 4 and 5).

IV. Distinguishing Reappointment from a New Appointment After an Unscheduled Vacancy

While the list of attachments for registering a presidential reappointment shares many similarities with registering a new President after an unscheduled vacancy (e.g., due to resignation or death, as covered in Q35), there are key contextual differences:

• Planned Transition vs. Unforeseen Event: Reappointment linked to term expiry is usually a planned, cyclical governance event. This often allows for smoother preparation of documentation.
• Focus of Documentation: The evidentiary documents center on re-election as a director and re-selection as President, demonstrating continuity rather than filling an unexpected void. Critically, there is no "termination document" (like a resignation letter or death certificate) for the "outgoing" President because their term expires and they are immediately reappointed to a new term.
• Seal Continuity: There is a higher likelihood of continuity in the use of official seals, particularly the SWF's representative seal by the reappointed President. This can simplify some aspects of seal verification for the registration, as discussed regarding Board minute signatories.

V. Importance of Adherence to Due Process

Even for what might seem like a routine reappointment of an incumbent President, it is imperative that all internal governance procedures are strictly followed and meticulously documented. This includes:

• Ensuring the Councillor Council meeting for director re-elections is properly convened, achieves quorum, and passes resolutions by the required majority.
• Ensuring the subsequent Board of Directors meeting for President re-selection is also properly convened, achieves quorum, and correctly documents its resolution.
• Obtaining and retaining all necessary letters of acceptance.

Any procedural shortcomings could potentially call into question the legal validity of the President's continued term of office.

Conclusion

The reappointment of a Social Welfare Corporation's President, typically occurring in conjunction with the renewal of the Board of Directors' terms, is a formal legal process that reaffirms the leadership structure of the organization. It requires a two-step internal approval pathway – re-election as a Director by the Councillor Council, followed by re-selection as President by the Board of Directors – and culminates in a mandatory registration with the Legal Affairs Bureau. While sharing many documentary requirements with other types of presidential changes, reappointments have specific nuances, particularly concerning the evidence of transition (term expiry rather than resignation/death) and potentially simplified seal verification procedures. Adhering carefully to these procedures ensures that leadership continuity is legally sound, properly documented, and accurately reflected in the SWF's public corporate register, thereby maintaining its compliance and public accountability.