If there are provisions with respect to the matters set forth in Article 107, paragraph (2), item (iii), (c), if a stock company intends to acquire shares subject to call, it must determine the shares subject to call that it intends to acquire.
株式会社は、第百七条第二項第三号ハに掲げる事項についての定めがある場合において、取得条項付株式を取得しようとするときは、その取得する取得条項付株式を決定しなければならない。
The shares subject to call under the preceding paragraph must be determined by a resolution at a shareholders meeting (or at a board of directors meeting for a company with board of directors); provided, however, that this does not apply if it is otherwise provided for in the articles of incorporation.
If a stock company makes the determination pursuant to the provisions of paragraph (1), the stock company must immediately notify the shareholders of the shares subject to call who are identified pursuant to the provisions of that paragraph and the registered pledgees of shares thereof to the effect that the stock company will acquire the shares subject to call.
A public notice may be substituted for the notice pursuant to the provisions of the preceding paragraph.
前項の規定による通知は、公告をもってこれに代えることができる。
Read this with the articles around it
(Special Provisions on Features of Shares)
regarding the fact that relevant stock company may acquire relevant shares on condition of certain grounds arising: the matters set forth below:
当該株式について、当該株式会社が一定の事由が生じたことを条件としてこれを取得することができること 次に掲げる事項
Open this provision(Determination of Shares to Be Acquired)
If there are provisions with respect to the matters set forth in Article 107, paragraph (2), item (iii), (c), if a stock company intends to acquire shares subject to call…
株式会社は、第百七条第二項第三号ハに掲げる事項についての定めがある場合において、取得条項付株式を取得しようとするときは、その取得する取得条項付株式を決定しなければならない。
Open this provision(Determination of Shares to Be Acquired)
If a stock company makes the determination pursuant to the provisions of paragraph (1), the stock company must immediately notify the shareholders of the shares subject to call who are identified…
第一項の規定による決定をしたときは、株式会社は、同項の規定により決定した取得条項付株式の株主及びその登録株式質権者に対し、直ちに、当該取得条項付株式を取得する旨を通知しなければならない。
Open this provisioncompany with board of directors
「取締役会設置会社」
A stock company that has a board of directors, or that this Act requires to have one.
Defined inArticle 2, paragraph (1), item (vii)· applies throughout the law
shares subject to call
「取得条項付株式」
Shares whose terms let the company acquire them from the shareholder when a specified event occurs.
Defined inArticle 2, paragraph (1), item (xix)· applies throughout the law
registered pledgee of shares
「登録株式質権者」
A person holding a pledge over shares who is entered as pledgee in the company's shareholder register.
Short name set inArticle 149, 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.
shareholders meeting
株主総会
The meeting of a stock company's shareholders, and the body through which they decide the company's basic matters. It elects the directors and company auditors (Companies Act, Article 329, paragraph (1)) and changes the articles of incorporation (Article 466). In a company without a board of directors it may decide any matter about the company; in one with a board, only what the Act or the articles of incorporation leave to it (Article 295). An annual shareholders meeting must be called after the end of every business year, and another may be called whenever needed (Article 296). A resolution normally passes by a majority of the votes present, with holders of a majority of the votes entitled to vote attending (Article 309, paragraph (1)).
Written by AI using Companies Act, Arts. 295, 296, 309, 329, 466 as a reference.