Supplementary Provisions, Article 8Transitional Measures on Fractional Share Certificates
第八条（端株券に関する経過措置）
With regard to the fractional share certificates of a stock company that, before this Act comes into effect, amended its articles of incorporation pursuant to Article 230-8-2, paragraph (1) of the Former Commercial Code and provided that fractional share certificates would not be issued, the provisions then in force continue to govern until March 31, 2003.
この法律の施行前に旧商法第二百三十条ノ八ノ二第一項の規定により、定款を変更して、端株券を発行しない旨の定めをした株式会社の端株券に関しては、平成十五年三月三十一日までは、なお従前の例による。
In the case where the provisions then in force continue to govern pursuant to the provisions of the preceding paragraph, the phrase "within a certain period" in Article 351, paragraph (1) of the Former Commercial Code is deemed to be replaced with "within a certain period ending on a day on or before March 31, 2003", and a public notice made before this Act comes into effect pursuant to that paragraph with a day on or after April 1, 2003 as the end of the certain period in that paragraph is deemed to have been made with March 31, 2003 as the end of that certain period.
前項の規定によりなお従前の例によることとされる場合については、旧商法第三百五十一条第一項中「一定ノ期間内」とあるのは、「平成十五年三月三十一日以前ノ日ヲ終期トスル一定ノ期間内」とし、この法律の施行前に同項の規定により平成十五年四月一日以後の日を同項の一定の期間の終期としてされた公告については、平成十五年三月三十一日をその一定の期間の終期としてされたものとみなす。
Fractional share certificates (excluding those issued by a stock company set forth in paragraph (1); the same applies hereinafter in this paragraph through paragraph (7)) for which the submission under the proviso to the following paragraph has not been made by March 31, 2003 become invalid at the end of that day; provided, however, that a stock company may, by resolution of the board of directors, invalidate the fractional share certificates it has issued as of a certain date on or before that day.
With regard to fractional share certificates issued prior to the enforcement of this Act, the provisions then in force continue to govern until March 31, 2003 (or, if a resolution under the proviso to the preceding paragraph has been made, the certain date determined by that resolution); provided, however, that this does not preclude a person who holds a fractional share certificate from submitting it to the company and requesting that the matters set forth in Article 220-2, paragraph (1), items (i), (ii) and (iv) of the Amended Commercial Code be entered in the fractional share register, or from making a request under Article 220-6, paragraph (1) of the Amended Commercial Code.
この法律の施行前に発行されている端株券に関しては、平成十五年三月三十一日（前項ただし書の決議をした場合にあっては、その決議により定められた一定の日）までは、なお従前の例による。ただし、端株券を有する者がその端株券を会社に提出して新商法第二百二十条ノ二第一項第一号、第二号及び第四号に掲げる事項を端株原簿に記載すべき旨の請求をすること又は新商法第二百二十条ノ六第一項の規定による請求をすることを妨げない。
If a resolution under the proviso to paragraph (3) has been made, the stock company must give public notice, one month prior to the certain date referred to in the proviso to that paragraph, to the effect that fractional share certificates are to be submitted to that stock company by that date and that fractional share certificates not submitted by that date will become invalid on that date.
In the cases referred to in the proviso to paragraph (4) and the preceding paragraph, when a fractional share certificate is submitted, the stock company must enter the matters set forth in Article 220-2, paragraph (1), items (i), (ii) and (iv) of the Amended Commercial Code in the fractional share register.
In the cases referred to in the proviso to paragraph (4) and paragraph (5), if there is a person who is unable to submit a fractional share certificate, the stock company may, at the request of that person, give public notice to interested persons to the effect that any objection is to be stated within a certain period, and make the entry referred to in the preceding paragraph after the expiration of that period.
A stock company that has issued fractional share certificates prior to the enforcement of this Act must not make the provisions of the articles of incorporation under Article 220-2, paragraph (2) and Article 221, paragraph (1) of the Amended Commercial Code until after the day on which fractional share certificates not submitted pursuant to the provisions of paragraphs (1) through (3) are made invalid.
この法律の施行前に端株券を発行している株式会社は、第一項から第三項までの規定により提出されなかった端株券が無効とされる日後でなければ、新商法第二百二十条ノ二第二項及び第二百二十一条第一項の規定による定款の定めをしてはならない。
The provisions of Article 498, paragraph (1), item (ii) of the Amended Commercial Code apply mutatis mutandis to the case where a person fails to give public notice in violation of paragraph (5) or gives false public notice, and the provisions of the proviso to Article 216, paragraph (1) and Article 216, paragraph (2) of the Amended Commercial Code apply mutatis mutandis to the case where public notice under paragraph (7) is given, respectively.
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)
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)
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.