This paper analyzes the formation and modification of yakuin-shoyo in Japan. Yakuin signifies directors and auditors in these days. Soon after the Meiji Restoration, however, yakuin signified directors and white-collar workers, because National Bank Act of 1872 used this term in this way and many companies were established in accordance with the act. White-collar workers were stipulated in company's articles. Moreover, bonuses were paid not only to directors but also to white-collar workers, of which amounts were determined as a certain percentage of profits in some companies. White-collar workers were under the scheme of profit-sharing. After the commercial code, which was enforced in 1893, however, the influence of National Bank Act became weak and today's usage of yakuin prevailed very fast. Stipulations of articles on white-collar workers disappeared and bonuses to them were paid as costs after the reform of the commercial code of 1899.