A stock company may not abolish the provisions on the total number of authorized shares by amending its articles of incorporation.
株式会社は、定款を変更して発行可能株式総数についての定めを廃止することができない。
If it is intended to reduce the total number of authorized shares by amending the articles of incorporation, the total number of authorized shares after the amendment may not be less than the total number of the issued shares at the time when relevant amendment to the articles of incorporation becomes effective.
In the following cases, the total number of authorized shares after relevant amendment in the articles of incorporations may not exceed the number four times the total number of the issued shares at the time when that amendment to the articles of incorporation becomes effective:
if a public company amends the articles of incorporation and increases the total number of authorized shares; or
if a stock company that is not a public company amends the articles of incorporation and becomes a public company.
公開会社でない株式会社が定款を変更して公開会社となる場合
The number of the shares which a holder of share options (excluding share options for which the first day of the period prescribed in Article 236, paragraph (1), item (iv) has not yet arrived) acquire pursuant to the provisions of Article 282, paragraph (1) may not exceed the number obtained by subtracting the total number of the issued shares (excluding treasury shares (meaning shares in a stock company owned by that stock company itself; the same applies hereinafter)) from the total number of authorized shares.
新株予約権（第二百三十六条第一項第四号の期間の初日が到来していないものを除く。）の新株予約権者が第二百八十二条第一項の規定により取得することとなる株式の数は、発行可能株式総数から発行済株式（自己株式（株式会社が有する自己の株式をいう。以下同じ。）を除く。）の総数を控除して得た数を超えてはならない。
Read this with the articles around it
(Features of Share Option)
the period during which relevant share options can be exercised;
当該新株予約権を行使することができる期間
Open this provision(Timing of Shareholder Status)
Share option holders who have exercised share options become shareholders of the shares underlying relevant share options on the day when relevant share options are exercised.
新株予約権を行使した新株予約権者は、当該新株予約権を行使した日に、当該新株予約権の目的である株式の株主となる。
Open this provisionpublic company
「公開会社」
A stock company whose articles of incorporation do not require the company's approval for transfers of at least some of its shares; it need not be listed on a stock exchange.
Defined inArticle 2, paragraph (1), item (v)· applies throughout the law
share option
「新株予約権」
A right that entitles its holder, by exercising it against a stock company, to receive shares of that company.
Defined inArticle 2, paragraph (1), item (xxi)· applies throughout the law
issued shares
「発行済株式」
The shares a stock company has issued.
Defined inArticle 2, paragraph (1), item (xxxi)
total number of authorized shares
「発行可能株式総数」
The total number of shares a stock company's articles of incorporation authorize it to issue.
Short name set inArticle 37, paragraph (1)
treasury sharesmachine translation
「自己株式」
Shares of a stock company that the company itself holds.
Defined inArticle 113, paragraph (4)
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.