The president has suddenly died — how do the company's wages and social insurance move? The labour-side first response
Joji Uramatsu
Shakai Hoken Roumushi (Certified Social Insurance and Labor Consultant), Gyoseishoshi (Certified Administrative Procedures Legal Specialist), Registered Real Estate Transaction Specialist — 四葉社会保険労務士事務所/四葉行政書士事務所
Even when the president (representative director) suddenly dies, the company as a corporation does not disappear. It is the corporation that employs the staff, pays wages, withholds tax and owes the social-insurance premiums. So what must not be stopped first is the staff's payroll and their social and labour insurance. Meanwhile, for the deceased representative you need a loss-of-status notification and a switch to a successor representative. We set out, as the labour-side first response, how to keep the company running while bridging to the inheritance, registration and tax procedures.
Bottom line first: Even when the president (representative director) suddenly dies, the company as a corporation does not disappear. It is the corporation that employs the staff; the duty to pay wages, to withhold tax and to pay social-insurance premiums also stays with the corporation. So what must not be stopped first is the staff's payroll and their social and labour insurance. Stopping it hits livelihoods and trust directly.
Meanwhile, for the deceased representative you need a loss-of-status notification for social insurance and a switch to the successor representative. We set out, as the labour-side first response, how to bridge to the inheritance, registration and tax procedures while keeping the company's labour running.
Registration, inheritance tax, estate division and disputes are each the field of a different qualified professional. Individual determinations are made by a qualified professional after a consultation.
What labour procedure must not be stopped first when the president dies?
Even when the representative dies, the employer remains the company (the corporation). The employment contracts with staff, and being an applicable workplace for social and labour insurance, both continue. First, pin down what to keep moving.
| What to keep going | Why not to stop it |
|---|---|
| Staff payroll and payment | The party to the employment contract is the corporation. The duty to pay stays even when the representative changes |
| Withholding and special collection of resident tax | The withholding agent is the corporation. Collection and payment continue |
| Staff social and labour insurance | The applicable workplace is the corporation. The duty to pay premiums stays with it |
| Working-time and safety-and-health management | On-site direction continues. Do not leave labour management blank |
At a company with only one representative, account authority and approvals can jam up for a time. Stopping wages there can touch the full-payment rule for wages (Labor Standards Act Article 24) and the payment date. The point is to decide early, in parallel with settling the successor representative, who makes the interim decisions and payments.
How are the deceased representative's own social insurance and wages handled?
The deceased representative, even as an officer, is an insured person of health insurance and employees' pension. Status is lost on the day after the day of death, and the company files a loss-of-status notification.
| Procedure | Content / deadline | Filed with |
|---|---|---|
| Health-insurance and employees'-pension loss-of-status notification | Date of loss = the day after the day of death. Within 5 days of the event | Pension office (and the health-insurance society if there is one) |
| Return of the health-insurance card / eligibility certificate | Returned with the loss-of-status notification | Same as above |
| Officer remuneration up to the day of death | Any unpaid part may become estate property. The tax treatment is for the tax accountant | ── |
Any unpaid officer remuneration fixed up to the day of death, and death retirement pay or condolence money decided after death, involve inheritance-tax and income-tax relations. This is the tax accountant's field, and the labour side plays the part of organising "how much had been paid" and "what the rules and the shareholders' meeting resolution said" and handing it over. Note that officers generally cannot receive workers'-accident-compensation-insurance benefits. On officers and workers' accident insurance, see The president gets no workers' accident cover — and alone, cannot take special enrolment either.
Under whose name do staff wages and social insurance keep being paid?
The paying party stays the company (the corporation). Even when the representative changes, the workplace itself does not change, so there is no need to re-acquire each staff member's status. You file the company's notification that "the representative has changed".
| Procedure | Content / deadline | Filed with |
|---|---|---|
| Health-insurance and employees'-pension workplace-change notification | Representative change. Within 5 days | Pension office |
| Employment-insurance employer-workplace change notification | Representative change. Within 10 days from the day after the change | Hello Work |
| Labour-insurance name and location change notification | Where a change of representative etc. is to be notified | Labour Standards Inspection Office etc. |
These are "rewriting the company's registered information", and the staff's insurance relations continue as they are. Because the labour-insurance relation is established with the corporation as its subject, it does not lapse even when the representative changes. On which notifications to file and by when at set-up, see Once you set up a company, what must you file and by when.
What is needed to stop officer remuneration and switch it to the successor?
The deceased representative's officer remuneration stops as a matter of course. To set or change officer remuneration for the successor representative, a basis for the procedure is needed. A director's remuneration is fixed by a resolution of the shareholders' meeting where the articles of incorporation do not provide for it (Companies Act Article 361).
| Situation | What is needed |
|---|---|
| Stopping the deceased representative's remuneration | Payment ends on death. Any unpaid part up to the day of death is subject to inheritance and tax |
| Selecting the successor representative | At a company with a board, a board resolution; otherwise a shareholders'-meeting resolution etc. |
| Setting the successor representative's officer remuneration | A shareholders'-meeting resolution where the articles do not provide (Companies Act Article 361) |
| Where a staff member rises to officer | Social-insurance and employment-insurance treatment changes on whether they are an employee-cum-officer |
If the officer's remuneration changes, the procedures for that officer's standard monthly remuneration (status acquisition, revised determination, etc.) move with it. Where the successor rises from staff to officer, a labour judgment is needed on such points as whether they lose employment-insurance insured status. This overlaps with an M&A or business-succession situation of keeping the company going; see also When you sell or hand over a company, what happens to the staff.
How are the inheritance, registration and tax procedures split from the labour procedures?
At a representative's death, labour, registration, inheritance and tax move at once. The responsible entity and qualified professional split.
| Issue | In charge |
|---|---|
| The representative's loss-of-status notification, the representative-change notifications, keeping staff wages and social and labour insurance going, social-insurance procedures on changing officer remuneration | Shakai Hoken Roumushi (this office) |
| Inheritance of shares and business assets, preparing the estate-division agreement and the inheritance-relations chart | Gyoseishoshi |
| Registration of the representative-director change and of the share transfer | Judicial scrivener |
| Inheritance-tax return, the quasi-final return, tax on officer remuneration and retirement pay | Tax accountant |
| Where heirs split over direction and it becomes a dispute | Attorney |
A change of representative director is, under the Companies Act, registered in principle within two weeks (Companies Act Article 915). This registration is judicial-scrivener work. Inheritance of shares and business assets and preparing the estate-division agreement is Gyoseishoshi work, and 四葉行政書士事務所 is a business entity independent of this office. The inheritance-tax return and quasi-final return go to a tax accountant, and where it becomes a dispute, an attorney. Where needed, we introduce them under a separate contract that you conclude directly, and this office takes no referral fee. The difference from the notifications when you "wind up" a company is set out in When you wind up a company, what do you do with social and labour insurance.
Consultations are free of charge. Fees are set out in the fee schedule; see also our services and how a consultation proceeds.
Frequently asked questions
Q. If the president dies, do the staff's wages and social insurance stop?
A. They do not. It is the company (the corporation) that employs the staff, and the duty to pay wages, to withhold, and to pay social- and labour-insurance premiums stays with the corporation. Because the employer remains the corporation even when the representative changes, there is no need to re-acquire the staff's status. Stopping it can, on the contrary, touch the full-payment rule for wages (Labor Standards Act Article 24) and the payment date. The point is to decide early who makes the interim payments and approvals.
Q. By when and what must be done for the late president's own social insurance?
A. The representative, even as an officer, is an insured person of health insurance and employees' pension. Status is lost on the day after the day of death, and the company files a loss-of-status notification within 5 days of the event with the pension office (and the health-insurance society if there is one). The card and eligibility certificate are returned with the notification. The tax on unpaid remuneration up to the day of death and on death retirement pay or condolence money is the tax accountant's field.
Q. May we set the successor president's officer remuneration as we like?
A. A director's remuneration is fixed by a shareholders'-meeting resolution where the articles of incorporation do not provide for it (Companies Act Article 361). Selecting the successor representative and setting the remuneration need a basis such as a board or shareholders'-meeting resolution. Where a staff member rises to officer, social-insurance and employment-insurance treatment changes on whether they are an employee-cum-officer, so a labour judgment is also needed.
Q. Can we ask the Shakai Hoken Roumushi for the inheritance and registration together too?
A. The labour and social-insurance procedures are accepted by this office (Shakai Hoken Roumushi). Inheritance of shares and business assets and preparing the estate-division agreement is for the Gyoseishoshi; the representative-director change registration and the share transfer for the judicial scrivener; the inheritance-tax return and quasi-final return for the tax accountant; and disputes among heirs for the attorney. 四葉行政書士事務所 is a business entity independent of this office, and each is contracted separately. This office takes no referral fee.
Basis for this article
- Health Insurance Act and Employees' Pension Insurance Act (loss of insured status) — where an insured person dies, status is lost on the day after the day of death. The company files a health-insurance and employees'-pension loss-of-status notification within 5 days of the event with the pension office (and, where there is a health-insurance society, with the society too). Confirmed at the Japan Pension Service "when a worker retires or dies" (accessed 25 August 2026)
- Representative-change notifications — the health-insurance and employees'-pension workplace-change notification (pension office; within 5 days), the employment-insurance employer-workplace change notification (Hello Work; within 10 days from the day after the change), and the labour-insurance name and location change notification. Even when the representative changes, the employer (the corporation) does not change and the staff's insurance relations continue. Confirmed from Japan Pension Service and Hello Work guidance (accessed 25 August 2026)
- Labor Standards Act (Act No. 49 of 1947) Article 24 — the full-payment rule for wages and the like. The basis for the premise that even when the company's decision-making jams, the staff's wage payment is not stopped
- Companies Act (Act No. 86 of 2005) Article 361 — a director's remuneration etc. is fixed by a shareholders'-meeting resolution where the articles of incorporation do not provide for it. The basis for the procedure to set the successor representative's officer remuneration
- Companies Act Article 915 — where a change arises in a company's registered matters, a change registration is made in principle within two weeks. The deadline for the representative-director change registration (the registration itself is judicial-scrivener work). The content of Articles 915 and 361 confirmed in several public commentaries (accessed 25 August 2026)
- Income Tax Act (Act No. 33 of 1965) Article 125 — the final return where a person dies during the year (the quasi-final return). Heirs file, within four months from the day after the day they learned of the commencement of inheritance, the deceased's income from 1 January to the day of death that year. Confirmed at the National Tax Agency and tax-accountant commentaries (accessed 25 August 2026)
- The specific tax treatment (inheritance tax, income tax) of unpaid officer remuneration, death retirement pay and condolence money differs by case and is the tax accountant's field. Not covered here (unverified)
- The forms and filing points specific to a health-insurance society, and practical handling by industry or municipality, depend on that society or agency. Not covered here (unverified)
This article is general information. Individual determinations are made by a qualified professional after a consultation, in light of individual circumstances. 四葉社会保険労務士事務所 can advise on the representative's loss-of-status notification, the representative-change notifications, keeping staff payroll and social and labour insurance going, and social-insurance procedures on changing officer remuneration. Inheritance of shares and business assets and preparing the estate-division agreement is accepted by 四葉行政書士事務所 as a separate business entity, each contracted separately. The representative-director change registration and share transfer go to a judicial scrivener, the inheritance-tax and quasi-final return to a tax accountant, and disputes among heirs to an attorney. If a different professional is needed, each is contracted separately, and there is no referral fee. Frequently asked questions are collected in the FAQ. Written by Joji Uramatsu (Shakai Hoken Roumushi, Gyoseishoshi, Registered Real Estate Transaction Specialist).
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