Notwithstanding the provisions of Article 466, a stock company may effect an amendment to the articles of incorporation that will increase the size of the share unit (or, for a company with class shares, the size of the share unit for the shares of each class; hereinafter the same applies in this Article) or create the provisions in the articles of incorporation with respect to the share unit without a resolution at a shareholders meeting, in cases that fall under both of the following items:
that the amendment will increase the size of the share unit simultaneously with a share split, or create the provisions in the articles of incorporation with respect to the share unit; and
株式の分割と同時に単元株式数を増加し、又は単元株式数についての定款の定めを設けるものであること。
that the number provided for in (a) below is not less than the number provided for in (b) below:
イに掲げる数がロに掲げる数を下回るものでないこと。
the number obtained by dividing the number of the shares held by each shareholder after the amendment to the articles of incorporation by the share unit;
当該定款の変更後において各株主がそれぞれ有する株式の数を単元株式数で除して得た数
the number of the shares held by each shareholder before relevant amendment to the articles of incorporation (or, if the share unit is prescribed, the number obtained by dividing the number of relevant shares by the share unit).
当該定款の変更前において各株主がそれぞれ有する株式の数（単元株式数を定めている場合にあっては、当該株式の数を単元株式数で除して得た数）
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
share unit
「単元株式数」
The number of shares that a stock company's articles of incorporation make one unit, carrying one vote at a shareholders meeting.
Defined inArticle 2, paragraph (1), item (xx)· applies throughout the law
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.