On May 8, the Hachirogata Town Assembly in Akita Prefecture passed a no-confidence motion against Mayor Kikuo Hatakeyama , who has been unconscious following a cerebral hemorrhage, by a majority vote. As described below, because the only legally available means of removing an incapacitated mayor from office is to wait out the term (Mayor Hatakeyama’s term runs until September 2028), the assembly’s decision was an agonizing one.
This article examines this news alongside what would happen if a similar situation occurred at a Japanese company.
Waiting out the term: the only available recourse when a Japanese politician becomes incapacitated
Mayor Hatakeyama has been unconscious and unable to carry out his duties since collapsing while on official business on February 6 of this year. In April, his wife submitted a letter to the assembly, leaving the matter of his tenure in its hands, and stating: “It cannot be his intention to cause disruption to the administration of the town. We have determined that resigning from the mayoral post is the best course of action.”
Before the vote, Assembly Speaker Yuuhei Yanagida stated:“This is an agonizing choice made to prevent the town’s administration from stagnating. We express our deep gratitude forMayor Hatakeyama’smany contributions.”The assembly made clear that it was not its true wish to remove an incapacitated mayor by means of a no-confidence vote.
Under Japan’s Local Autonomy Act, when a municipal assembly passes a no-confidence vote against a mayor, the mayor has the right to dissolve the assembly within 10 days. If no dissolution takes place, Mayor Hatakeyama will be removed from office on May 19.
According to Kyodo News, the National Association of Town and Village Assembly Speakers commented that it had “never heard of such a case”. Yet similar situations have arisen in Japan’s national politics.
In November 2021, Toranosuke Katayama, then a member of the House of Councillors (the equivalent of an upper house in other countries), was taken to hospital after suffering cardiac arrest and lost consciousness (he died in 2025).
The question that then arose was how to handle his resignation from the House of Councillors. Katayama had told those around him before his collapse that “I want to resign when parliamentary activity becomes difficult for me,”and his family and theJapan Innovation Party explored ways to effect his resignation. However, the House of Councillors refused to accept the resignation on the grounds that his wishes could not be confirmed, and Katayama remained in his seat until his term expired in 2022.
It is worth noting that Katayama had previously served as Minister for Internal Affairs and Communications during his time in theLiberal Democratic Party, and was a veteran political figure.
Whether at the national or local level, forcing an unconscious politician out of office through the actions of those around them carries its own risks. Other politicians seeking to shape the direction of their party, municipality, or the national government could exploit the situation to push for that removal.
This is therefore a matter that warrants broader public debate, yet the events in Hachirogata Town have not attracted particularly widespread attention within Japan, and there is little momentum for the discussion to advance.
What happens at a kabushiki kaisha and a godo kaisha when a representative becomes unable to execute their duties
So what happens when a situation like Hachirogata Town’s occurs in a business context — that is, when the representative of a Japanese company is rendered unable to execute their duties?
In the case of a kabushiki kaisha (KK, or joint-stock company), all rights relating to the company are held by the daihyo torishimariyaku (representative director). Since a company may have more than one representative director, if one becomes unable to execute duties due to unconsciousness or other causes, operations are less likely to be disrupted.
The problem arises when there is only one representative director. If that sole representative director becomes unable to execute their duties, it becomes necessary to have a courtadjudicate the representative as award requiring a guardian (hi-koken-nin) — that is, to obtain a rulingthat a guardian (koken-nin) is required. The guardian/ward framework is a system established under the Civil Code that assigns a support role (koken-nin, or guardian) to a person whose decision-making capacity is deemed insufficient (the hi-koken-nin, or ward). Even non-Japanese nationals (i.e., foreign nationals) may be eligible for this system if they have an address or habitual residence in Japan. Once a representative director becomes a ward under the system, their representative authority — and directorship itself — is extinguished by operation of law.
The process then moves to appointing a new representative director at a shareholders’ meeting (including an extraordinary general meeting).
While it is rare for a representative director to become unable to execute their duties, one option for those seeking to minimize risk when establishing a kabushiki kaisha in Japan is to appoint two or more representative directors.
Foreign companies establishing a Japanese subsidiary sometimes register it as a godo kaisha (GK) — a corporate form modeled on the U.S. LLC. To reduce operating costs, even globally prominent companies have been known to incorporate their Japanese operations as a godo kaisha rather than a kabushiki kaisha (ExxonMobil Japan being one example).
The challenge with a godo kaisha is that each member (shain, or equity contributor) holds considerable authority. In a kabushiki kaisha, voting power is proportional to shareholding, so resolutions can be passed by a majority of shares. In a godo kaisha, however, unanimous approval of all members may be required regardless of their capital contribution.
The same applies when a daihyo shain (representative member) has been designated in the articles of incorporation and a change is required: unanimous member approval may again be needed. One way to prepare for this is, for example, to specify in the articles of incorporation that “a change of representative member may be made with the consent of two-thirds or more of all members” or similar provisions. Another option is to stipulate in the articles of incorporation that where a member is unable to express their wishes, that member’s consent shall not be required.
A godo kaisha may also be structured so that no daihyo shain or gyomu shikko shain (business-executing member) is designated in the articles of incorporation, giving all members representative authority — but if any problem arises under such an arrangement, decision-making becomes paralyzed and confusion is likely to follow. As noted above, while it is not uncommon for foreign companies to incorporate their Japanese subsidiaries as a godo kaisha, it is worth bearing in mind that this structure carries the risks described here.
