Companies Act

If notices or demands from a stock company do not reach a shareholder for five consecutive years or more, the stock company is no longer required to give notices or issue demands to relevant shareholder.

In the cases provided for in the preceding paragraph, the address of the stock company is to be the place where the obligation of the stock company with regard to the shareholder under that paragraph is performed.

The provisions of the preceding two paragraphs apply mutatis mutandis to registered pledgees of shares.

A stock company may sell shares that fall under both of the following items by auction and tender the proceeds thereof to the shareholders of relevant shares:

that there is no requirement to give notice or issue a demand to the shareholder of relevant shares pursuant to the provisions of paragraph (1) of the preceding Article, or Article 294, paragraph (2); and

that the shareholders of those shares have not received dividends of surplus for consecutive five years.

In lieu of sale by auction under the provisions of the preceding paragraph, a stock company may sell shares under that paragraph with a market price in an amount calculated by the method prescribed by Ministry of Justice Order as the market price thereof, and shares under that paragraph without a market price using a method other than auction with the permission of the court. In these cases, if there are two or more directors, the petition for the permission must be filed with the consent of all directors.

The stock company may purchase some or all of the shares sold under the provisions of the preceding paragraph. In these cases, the stock company must prescribe the following matters:

the number of shares to be purchased (or, for a company with class shares, the classes of shares and the number of shares for each class);

the total amount of the monies to be delivered in exchange for the purchase of the shares in the preceding item.

A company with board of directors must determine the matters set forth in each item of the preceding paragraph by a resolution at a board of directors meeting.

Notwithstanding the provisions of paragraph (1) and paragraph (2), if there are registered pledgees of shares, the stock company may effect the auction under the provisions of paragraph (1), or the sale pursuant to the provisions of paragraph (2), only if relevant registered pledgees of shares are the persons who fall under both of the following items:

that there is no requirement to give notice or issue a demand to those persons under the provisions paragraph (1) of the preceding Article applied mutatis mutandis under paragraph (3) of that paragraph; and

that the persons have not received the dividends of surplus to which they are entitled under the provisions of Article 154, paragraph (1) for consecutive five years.

If a stock company effects an auction under the provisions of paragraph (1) of the preceding Article, or a sale under the provisions of paragraph (2) of that Article, the stock company must give public notice to the effect that interested parties, including the shareholders of the shares provided for in paragraph (1) of that Article, may state their objections during a certain period of time, and other matters prescribed by Ministry of Justice Order, and must issue separate demands seeking the objections, if any, to each shareholder of relevant shares and each registered pledgee of shares thereof; provided, however, that the period cannot be less than three months.

Notwithstanding the provisions of Article 126, paragraph (1) and Article 150, paragraph (1), the demands under the provisions of the preceding paragraph must be sent to the addresses of relevant shareholders and registered pledgees of shares which have been entered or recorded in the shareholder register (or, if relevant shareholders or registered pledgees of shares notify relevant stock company of a different place or contact address for the receipt of notices or demands, to that place or contact address).

Notwithstanding the provisions of Article 126, paragraphs (3) and (4), if a share is co-owned by two or more persons, the demand pursuant to the provisions of paragraph (1) must be sent to the address of the co-owners which has been entered or recorded in the shareholder register (or, if relevant co-owners notify relevant stock company of a different place or contact address for the receipt of notices or demands, to that place or contact address).

The provisions of Article 196, paragraph (1) (including cases where it is applied mutatis mutandis under paragraph (3) of that paragraph) do not apply to demands under the provisions of paragraph (1).

If public notice is given under the provisions of paragraph (1) (limited to cases where share certificates representing the shares under paragraph (1) of the preceding Article have been issued), and no interested party raises any objection within the period under paragraph (1), the share certificates representing those shares become invalid on the last day of that period.