Supplementary Provisions, Article 3Transitional Measures on the Purchase of Own Shares Until the Close of the Ordinary General Meeting Concerning the Next Account Closing Day
第三条（次期決算期に関する定時総会の終結の時までの自己の株式の買受けに関する経過措置）
A stock company that, at the ordinary general meeting concerning the last account closing day that arrived before this Act comes into effect (hereinafter referred to as the "last account closing day"), adopted the resolutions under Article 210-2, paragraph (2) of the Former Commercial Code (including cases where it is deemed to remain in force pursuant to the following paragraph; hereinafter the same applies in this paragraph, Article 5, paragraph (2) and Article 13 of the Supplementary Provisions) and Article 212-2, paragraph (1) of the Former Commercial Code (including cases where it is deemed to remain in force pursuant to the following paragraph; hereinafter the same applies in this paragraph) may, notwithstanding Article 210, paragraph (1) of the Commercial Code as amended by this Act (hereinafter referred to as the "Amended Commercial Code"), purchase its own shares, within the scope of the class of shares, total number and total amount of acquisition price of the shares to be purchased as determined in those resolutions, until the close of the ordinary general meeting concerning the first account closing day to arrive after this Act comes into effect (hereinafter referred to as the "next account closing day").
この法律の施行前に到来した最終の決算期（以下「直前決算期」という。）に関する定時総会において、旧商法第二百十条ノ二第二項（次項の規定によりなおその効力を有するものとされる場合を含む。以下この項並びに附則第五条第二項及び第十三条において同じ。）及び第二百十二条ノ二第一項（次項の規定によりなおその効力を有するものとされる場合を含む。以下この項において同じ。）の決議をした株式会社は、この法律による改正後の商法（以下「新商法」という。）第二百十条第一項の規定にかかわらず、その決議において定めた買い受けるべき株式の種類、総数及び取得価額の総額の範囲内で、この法律の施行後最初に到来する決算期（以下「次期決算期」という。）に関する定時総会の終結の時までの間、自己の株式を買い受けることができる。
With regard to a resolution on the purchase of own shares to be adopted after this Act comes into effect at an ordinary general meeting concerning the last account closing day for which procedures for convening have commenced before this Act comes into effect, the provisions of Article 210-2 of the Former Commercial Code (excluding paragraph (10)) and Article 212-2, paragraphs (1) through (3) and paragraph (4) (excluding the part applying mutatis mutandis Article 210-2, paragraph (10) of the Former Commercial Code) of the Former Commercial Code remain in force. In this case, until the close of that ordinary general meeting, Article 210, paragraphs (1) through (7) of the Amended Commercial Code do not apply.
この法律の施行前に招集の手続が開始された直前決算期に関する定時総会においてこの法律の施行後にする自己の株式の買受けに関する決議については、旧商法第二百十条ノ二（第十項を除く。）並びに第二百十二条ノ二第一項から第三項まで及び第四項（旧商法第二百十条ノ二第十項を準用する部分を除く。）の規定は、なおその効力を有する。この場合においては、その定時総会の終結の時までは、新商法第二百十条第一項から第七項までの規定は、適用しない。
In the case where a company with a provision in its articles of incorporation to the effect that the approval of the board of directors is required for the transfer of shares purchases shares that an heir of a shareholder obtained by inheritance, where the inheritance commenced before this Act comes into effect, from that heir, the provisions of Article 210-3 of the Former Commercial Code (excluding the proviso to paragraph (1)) remain in force until the close of the ordinary general meeting concerning the next account closing day.
株式の譲渡につき取締役会の承認を要する旨の定款の定めがある会社が、この法律の施行前に開始した相続に係る株主の相続人からその相続によって得た株式を買い受ける場合については、旧商法第二百十条ノ三（第一項ただし書を除く。）の規定は、次期決算期に関する定時総会の終結の時までは、なおその効力を有する。
A stock company that, at the time this Act comes into effect, actually has a provision in its articles of incorporation under Article 3, paragraph (1) of the Former Share Cancellation Special Provisions Act may, notwithstanding Article 210, paragraph (1) of the Amended Commercial Code, until the close of the ordinary general meeting concerning the next account closing day, purchase its own shares out of profits to be distributed to shareholders by the board of directors adopting a resolution on the class of shares, number and total amount of acquisition price of the shares to be purchased, within the number obtained by deducting the total number of shares determined in its articles of incorporation pursuant to Article 3-2, paragraph (2) of the Former Share Cancellation Special Provisions Act from the total number of shares determined in its articles of incorporation pursuant to Article 3, paragraph (2) of the Former Share Cancellation Special Provisions Act. In this case, the total amount of acquisition price of the shares that may be purchased by the close of the ordinary general meeting concerning the next account closing day and the liability of directors are governed by the provisions of Article 3, paragraph (5) and Article 6 of the Former Share Cancellation Special Provisions Act.
この法律の施行の際現に旧消却特例法第三条第一項の定款の定めがある株式会社は、新商法第二百十条第一項の規定にかかわらず、次期決算期に関する定時総会の終結の時までの間、旧消却特例法第三条第二項の規定によりその定款で定められていた株式の総数から旧消却特例法第三条の二第二項の規定によりその定款で定められていた株式の総数を控除した数の範囲内で、取締役会において買い受けるべき株式の種類、数及び取得価額の総額について決議することにより、株主に配当すべき利益をもって自己の株式を買い受けることができる。この場合において、次期決算期に関する定時総会の終結の時までに買い受けることができる株式の取得価額の総額及び取締役の責任については、旧消却特例法第三条第五項及び第六条の規定の例による。
In the case where shares are purchased after this Act comes into effect pursuant to paragraph (1) or the preceding paragraph, Article 210, paragraph (9) of the Amended Commercial Code is applied with the phrase "with regard to the matters listed in paragraph (2), item (ii)" in that paragraph deemed to be replaced with "with regard to the seller of shares with no market price".
With regard to the application of Article 210-2, paragraph (1) of the Amended Commercial Code in the case where shares are purchased after this Act comes into effect pursuant to the provisions of paragraph (1) or (4), the provisions of the main clause of Article 210-3, paragraph (1) of the Former Commercial Code that remain in force pursuant to the provisions of paragraph (3), or the provisions of Article 3, paragraph (1) of the Former Share Cancellation Special Provisions Act for which the provisions then in force continue to govern pursuant to the provisions of Article 24, paragraph (1) of the Supplementary Provisions (hereinafter referred to in this Article and paragraph (2) of the following Article as the "post-effective-date purchase provisions"), the phrase "or Article 211-3, paragraph (1)" in Article 210-2, paragraph (1) of the Amended Commercial Code is deemed to be replaced with ", Article 211-3, paragraph (1), or the post-effective-date purchase provisions prescribed in Article 3, paragraph (6) of the Supplementary Provisions of the Act Partially Amending the Commercial Code, etc. and Other Matters (Act No. 79 of 2001)".
Former Commercial Codemachine translation
「旧商法」
This Act as it stood before Act No. 79 of 2001 amended it.
Short name set inSupplementary Provisions, Article 2, paragraph (1)
Former Share Cancellation Special Provisions Actmachine translation
「旧消却特例法」
Short name for the law on special provisions of the Commercial Code for the procedure of cancelling shares (株式の消却の手続に関する商法の特例に関する法律), which Act No. 79 of 2001 abolished.
Short name set inSupplementary Provisions, Article 2, paragraph (1)
Amended Commercial Codemachine translation
「新商法」
This Act as amended by Act No. 79 of 2001.
Short name set inSupplementary Provisions, Article 3, paragraph (1)
next account closing daymachine translation
「次期決算期」
The first account closing day (決算期) to arrive after Act No. 79 of 2001 came into effect, until whose annual shareholders' meeting ends a stock company may still buy back its own shares within the limits set under the former rules.
Short name set inSupplementary Provisions, Article 3, paragraph (1)
last account closing daymachine translation
「直前決算期」
The last account closing day (決算期) that arrived before Act No. 79 of 2001 came into effect, at whose annual shareholders' meeting a stock company may have resolved to buy back its own shares.
Short name set inSupplementary Provisions, Article 3, paragraph (1)
post-effective-date purchase provisionsmachine translation
「施行後買受規定」
The provisions under which a stock company buys shares after Act No. 79 of 2001 comes into effect: Article 3, paragraphs (1) and (4) of that Act's supplementary provisions (附則), Article 210-3, paragraph (1), main clause of the Commercial Code as it stood before that Act amended it (kept in force by paragraph (3)), and Article 3, paragraph (1) of the former special law on cancelling shares (旧消却特例法), applied under Article 24, paragraph (1) of those supplementary provisions.
Short name set inSupplementary Provisions, Article 3, paragraph (6)· applies only in this article and in Supplementary Provisions, Article 4, paragraph (2)
articles of incorporation
定款
A company's own basic rules, written by its founders when it is formed: at least its purpose, its trade name, where its head office is, the value of the property contributed at incorporation and who the founders are (Companies Act, Article 27). A stock company's must be certified by a notary before it takes effect (Article 30, paragraph (1)), and can later be changed by a resolution of the shareholders meeting (Article 466). Many rules in the Act apply "unless the articles of incorporation provide otherwise", so a company's articles decide a great deal of how the Act applies to it.
Written by AI using Companies Act, Arts. 26, 27, 30, 466, 575 as a reference.
board of directors
取締役会
The body made up of all of a stock company's directors (Companies Act, Article 362, paragraph (1)). It decides how the company's business is carried out, supervises the directors, and appoints and removes the representative directors (代表取締役) (Article 362, paragraphs (2) and (3)) — except in a company with a nominating committee and the other committees (指名委員会等設置会社), where it appoints representative executive officers (代表執行役) instead (Articles 416 and 420). Some decisions, such as disposing of important assets or borrowing a large amount, it normally may not hand to the directors (Article 362, paragraph (4)). A company with an audit and supervisory committee (監査等委員会設置会社) can hand more of them to directors (Article 399-13, paragraphs (5) and (6)), and a company with the committees hands them to executive officers (執行役) rather than directors (Article 416, paragraphs (3) and (4)). A company chooses in its articles of incorporation whether to have one (Article 326, paragraph (2)), but a public company (公開会社), among others, must (Article 327, paragraph (1)): a public company is one whose articles of incorporation let at least some of its shares change hands without the company's approval (Article 2, item (v)). A company with a board must have at least three directors (Article 331, paragraph (5)).
Written by AI using Companies Act, Arts. 2, 326, 327, 331, 362, 399-13, 416, 420 as a reference.
director
取締役
An officer of a stock company, elected by the shareholders meeting (Companies Act, Article 329, paragraph (1)). Every stock company has at least one (Article 326, paragraph (1)). Where there is no board of directors, the directors run the company's business unless the articles of incorporation say otherwise (Article 348, paragraph (1)), and each of them represents it unless the company has chosen representative directors (代表取締役) or others to do that (Article 349, paragraphs (1) and (3)). Where there is a board (取締役会, board of directors), the directors are its members, and the board decides the business and normally chooses the representative directors from among them (Article 362). The term normally runs to the annual shareholders meeting for the last business year ending within two years of election (Article 332, paragraph (1)).
Written by AI using Companies Act, Arts. 326, 329, 332, 348, 349, 362 as a reference.