Shareholders that have been entered or recorded in the shareholder register on the record date (or, for a company with class shares, class shareholders of the classes provided for in paragraph (2), item (iii) of the preceding Article that have been entered or recorded in the shareholder register on the record date) acquire, on the day provided for in item (ii) of that paragraph, shares in the number obtained by multiplying the number of shares (or, for a company with class shares, shares of the classes provided for in item (iii) of that paragraph; hereinafter the same applies in this paragraph) they hold on the record date, by the ratio provided for in paragraph (2), item (i) of that Article.
Notwithstanding the provisions of Article 466, a stock company (excluding a stock company that in fact issues two or more classes of shares) may, without a resolution at a shareholders meeting, effect an amendment to the articles of incorporation that is intended to increase the total number of authorized shares on the day provided for in paragraph (2), item (ii) of the preceding Article to the extent of the number obtained by multiplying the total number of authorized shares as of the day immediately preceding that day, by the ratio provided for in item (i) of that paragraph.
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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
class shareholders
「種類株主」
A shareholder holding a particular class of shares in a company with class shares.
Defined inArticle 2, paragraph (1), item (xiv)
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)
record date
「基準日」
A date a stock company sets so that the shareholders entered in its shareholder register on that date are the ones who may exercise a shareholder right, such as voting at a meeting or receiving a dividend.
Short name set inArticle 124, paragraph (1)· applies only in this chapter
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.
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.