Article 186Determination of Matters Concerning Allotment of Shares without Contribution
第百八十六条（株式無償割当てに関する事項の決定）
Whenever a stock company intends to effect the allotment of shares without contribution, it must prescribe the following matters:
株式会社は、株式無償割当てをしようとするときは、その都度、次に掲げる事項を定めなければならない。
the number of shares the stock company will allot to shareholders (or, for a company with class shares, the classes of shares and the number of shares for each class), or the method for calculating that number;
株主に割り当てる株式の数（種類株式発行会社にあっては、株式の種類及び種類ごとの数）又はその数の算定方法
the day when that allotment of shares without contribution becomes effective; and
当該株式無償割当てがその効力を生ずる日
if the stock company is a company with class shares, the classes of shares held by the shareholders entitled to that allotment of shares without contribution.
The provisions regarding the matters set forth in item (i) of the preceding paragraph must stipulate that the shares under item (i) of that paragraph will be allotted in proportion to the number of shares (or, for a company with class shares, shares of the classes under item (iii) of that paragraph) held by shareholders (or, for a company with class shares, class shareholders of shares of the classes under item (iii) of that paragraph) other than that stock company.
The determination of the matters set forth in each item of paragraph (1) must be made by a resolution at a shareholders meeting (or of a board of directors meeting for a company with board of directors); provided, however, that this does not apply if it is otherwise provided in the articles of incorporation.
Read this with the articles around it
company 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
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)
allotment of shares without contribution
「株式無償割当て」
A stock company's allotting its own shares to its shareholders without asking them to pay anything.
Short name set inArticle 185, paragraph (1)· applies only in this subsection
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.