A stock company may consolidate its shares.
株式会社は、株式の併合をすることができる。
Whenever a stock company intends to consolidate its shares, it must determine the following matters by a resolution at a shareholders meeting:
株式会社は、株式の併合をしようとするときは、その都度、株主総会の決議によって、次に掲げる事項を定めなければならない。
the ratio of the consolidation;
併合の割合
the day when the consolidation of shares will become effective (hereinafter referred to as "effective day" in this Subsection);
株式の併合がその効力を生ずる日（以下この款において「効力発生日」という。）
if the stock company is a company with class shares, the classes of the shares it will consolidate; and
株式会社が種類株式発行会社である場合には、併合する株式の種類
the total number of authorized shares on the effective day.
The total number of authorized shares under item (iv) of the preceding paragraph may not exceed the number four times the number of total issued shares on the effective day; provided, however, that this does not apply if the stock company is not a public company.
The directors must, at the shareholders meeting referred to in paragraph (2), explain the reasons for the need to consolidate the shares.
取締役は、第二項の株主総会において、株式の併合をすることを必要とする理由を説明しなければならない。
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(Consolidation of Shares)
Whenever a stock company intends to consolidate its shares, it must determine the following matters by a resolution at a shareholders meeting:
株式会社は、株式の併合をしようとするときは、その都度、株主総会の決議によって、次に掲げる事項を定めなければならない。
Open this provision(Consolidation of Shares)
the total number of authorized shares on the effective day.
効力発生日における発行可能株式総数
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
company with class shares
「種類株式発行会社」
A stock company that issues two or more classes of shares with different terms on the matters listed in Article 108, paragraph (1), such as dividends of surplus or voting rights.
Defined inArticle 2, paragraph (1), item (xiii)· 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)
effective day
「効力発生日」
The day on which the corporate action in question takes effect, such as a share consolidation, business transfer, entity conversion, merger, company split, share exchange or partial share exchange.
Short name set inArticle 180, paragraph (2), item (ii)· applies only in this subsection
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.
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.