A stock company may sell shares that fall under both of the following items by auction and tender the proceeds thereof to the shareholders of relevant shares:
株式会社は、次のいずれにも該当する株式を競売し、かつ、その代金をその株式の株主に交付することができる。
that there is no requirement to give notice or issue a demand to the shareholder of relevant shares pursuant to the provisions of paragraph (1) of the preceding Article, or Article 294, paragraph (2); and
その株式の株主に対して前条第一項又は第二百九十四条第二項の規定により通知及び催告をすることを要しないもの
that the shareholders of those shares have not received dividends of surplus for consecutive five years.
その株式の株主が継続して五年間剰余金の配当を受領しなかったもの
In lieu of sale by auction under the provisions of the preceding paragraph, a stock company may sell shares under that paragraph with a market price in an amount calculated by the method prescribed by Ministry of Justice Order as the market price thereof, and shares under that paragraph without a market price using a method other than auction with the permission of the court. In these cases, if there are two or more directors, the petition for the permission must be filed with the consent of all directors.
The stock company may purchase some or all of the shares sold under the provisions of the preceding paragraph. In these cases, the stock company must prescribe the following matters:
株式会社は、前項の規定により売却する株式の全部又は一部を買い取ることができる。この場合においては、次に掲げる事項を定めなければならない。
the number of shares to be purchased (or, for a company with class shares, the classes of shares and the number of shares for each class);
買い取る株式の数（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）
the total amount of the monies to be delivered in exchange for the purchase of the shares in the preceding item.
前号の株式の買取りをするのと引換えに交付する金銭の総額
A company with board of directors must determine the matters set forth in each item of the preceding paragraph by a resolution at a board of directors meeting.
Notwithstanding the provisions of paragraph (1) and paragraph (2), if there are registered pledgees of shares, the stock company may effect the auction under the provisions of paragraph (1), or the sale pursuant to the provisions of paragraph (2), only if relevant registered pledgees of shares are the persons who fall under both of the following items:
that there is no requirement to give notice or issue a demand to those persons under the provisions paragraph (1) of the preceding Article applied mutatis mutandis under paragraph (3) of that paragraph; and
that the persons have not received the dividends of surplus to which they are entitled under the provisions of Article 154, paragraph (1) for consecutive five years.
継続して五年間第百五十四条第一項の規定により受領することができる剰余金の配当を受領しなかった者
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
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)
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.
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.