Whenever a stock company intends to solicit persons to subscribe for shares it issues or for treasury shares it disposes of, the stock company must prescribe the following matters with respect to the shares for subscription (meaning shares the stock company allots to persons who subscribed for those shares in response to the solicitation; hereinafter the same applies in this Section):
株式会社は、その発行する株式又はその処分する自己株式を引き受ける者の募集をしようとするときは、その都度、募集株式（当該募集に応じてこれらの株式の引受けの申込みをした者に対して割り当てる株式をいう。以下この節において同じ。）について次に掲げる事項を定めなければならない。
the number of shares for subscription (or, for a company with class shares, the classes and the number of the shares for subscription; hereinafter the same applies in this Section);
the amount to be paid in (meaning the amount of the monies to be paid in in exchange for one of the shares for subscription, or the amount of any property other than monies to be contributed; hereinafter the same applies in this Section) for the shares for subscription or the method for calculating the amount;
募集株式の払込金額（募集株式一株と引換えに払い込む金銭又は給付する金銭以外の財産の額をいう。以下この節において同じ。）又はその算定方法
if property other than monies will be the subject of the contribution, a statement to that effect and the description and value of relevant property;
金銭以外の財産を出資の目的とするときは、その旨並びに当該財産の内容及び価額
the day or period for the payment of the monies in exchange for the shares for subscription, or the contribution of the property under the preceding item;
if shares are issued, matters regarding the capital and capital reserves that is to be increased.
株式を発行するときは、増加する資本金及び資本準備金に関する事項
The determination of the matters set forth in each item of the preceding paragraph (hereinafter in this Section referred to as "subscription requirements") must be made by a resolution at a shareholders meeting.
前項各号に掲げる事項（以下この節において「募集事項」という。）の決定は、株主総会の決議によらなければならない。
If the amount to be paid in under paragraph (1), item (ii) is particularly favorable to subscribers for the shares for subscription, the directors must, at the shareholders meeting under the preceding paragraph, explain the reasons for the need to solicit these persons with such an offer of the amount to be paid in.
For a company with class shares, if the class of the shares for subscription under paragraph (1), item (i) is that of shares with restriction on transfer, the determination of the subscription requirements regarding the class of shares does not become effective without a resolution at the relevant general meeting of class shareholders, except if there are provisions in the articles of incorporation to the effect that, with respect to the solicitation of subscribers for relevant class shares, a resolution at the general meeting of class shareholders constituted by the class shareholders of relevant class shares is not required; provided, however, that this does not apply to cases where there is no class shareholder who can exercise voting right at relevant general meeting of class shareholders.
The subscription requirements must be uniform for each solicitation under paragraph (1).
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(Determination of Subscription Requirements)
Whenever a stock company intends to solicit persons to subscribe for shares it issues or for treasury shares it disposes of, the stock company must prescribe the following matters with respect to the…
株式会社は、その発行する株式又はその処分する自己株式を引き受ける者の募集をしようとするときは、その都度、募集株式（当該募集に応じてこれらの株式の引受けの申込みをした者に対して割り当てる株式をいう。以下この節において同じ。）について次に掲げる事項を定めなければならない。
Open this provision(Determination of Subscription Requirements)
the number of shares for subscription (or, for a company with class shares, the classes and the number of the shares for subscription; hereinafter the same applies in this Section);
募集株式の数（種類株式発行会社にあっては、募集株式の種類及び数。以下この節において同じ。）
Open this provision(Determination of Subscription Requirements)
the amount to be paid in (meaning the amount of the monies to be paid in in exchange for one of the shares for subscription, or the amount of any property other than monies to be contributed…
募集株式の払込金額（募集株式一株と引換えに払い込む金銭又は給付する金銭以外の財産の額をいう。以下この節において同じ。）又はその算定方法
Open this provision(Determination of Subscription Requirements)
if property other than monies will be the subject of the contribution, a statement to that effect and the description and value of relevant property;
金銭以外の財産を出資の目的とするときは、その旨並びに当該財産の内容及び価額
Open this provision(Determination of Subscription Requirements)
The determination of the matters set forth in each item of the preceding paragraph (hereinafter in this Section referred to as "subscription requirements") must be made by a resolution at a…
前項各号に掲げる事項（以下この節において「募集事項」という。）の決定は、株主総会の決議によらなければならない。
Open this provisioncompany 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)
general meeting of class shareholders
「種類株主総会」
A meeting of the shareholders who hold a particular class of shares in a company with class shares.
Defined inArticle 2, paragraph (1), item (xiv)· applies throughout the law
shares with restriction on transfer
「譲渡制限株式」
Shares whose terms require the company's approval for anyone to acquire them by transfer.
Defined inArticle 2, paragraph (1), item (xvii)· applies throughout the law
treasury sharesmachine translation
「自己株式」
Shares of a stock company that the company itself holds.
Defined inArticle 113, paragraph (4)
shares for subscription
「募集株式」
Shares, newly issued or held by the company itself, that a stock company allots to the persons who applied for them in response to its invitation to subscribe.
Defined inArticle 199, paragraph (1)· applies only in this section
amount to be paid in for shares for subscriptionmachine translation
「募集株式の払込金額」
The amount of money to be paid in, or the value of other property to be handed over, in exchange for each share for subscription.
Defined inArticle 199, paragraph (1), item (ii)· applies only in this section
subscription requirements
「募集事項」
The terms a stock company must decide each time it invites subscriptions for its shares or share options, such as the number offered and the amount to be paid for them.
Short name set inArticle 199, paragraph (2)· applies only in this section
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.
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.