Notwithstanding the provisions of paragraphs (2) and (4) of the preceding Article, at a shareholders meeting, the determination of the subscription requirements may be delegated to the directors by a resolution at the relevant shareholders meeting (or, for a company with board of directors, the board of directors) by a resolution. In these cases, the shareholders meeting must prescribe the following matters:
the features and maximum number of share options for subscription for which the subscription requirements may be determined under the delegation; and
if it is arranged that there will be no requirement to pay monies in with respect to the share options for subscription under the preceding item, a statement to that effect;
in cases other than those prescribed in the preceding item, the minimum amount to be paid in for share options for subscription.
In the following cases, the directors must explain at the shareholders meeting referred to in the preceding paragraph the reasons for the need to solicit subscribers for share options for subscription with the offer of the conditions under item (i) or in the amount under item (ii):
in the cases provided for in item (ii) of the preceding paragraph, if the absence of a requirement for the payment in of monies is particularly favorable to relevant persons; or
前項第二号に規定する場合において、金銭の払込みを要しないこととすることが当該者に特に有利な条件であるとき。
if, in the cases provided for in item (iii) of the preceding paragraph, the minimum amount to be paid in under that paragraph is particularly favorable to relevant persons.
A resolution under paragraph (1) is effective with respect only to solicitation under paragraph (1) of the preceding Article whose day of allotment falls within one year from the day of relevant resolution.
For a company with class shares, if some or all of the classes of the shares underlying the share options for subscription are shares with restriction on transfer, the determination of the subscription requirements regarding relevant share options for subscription 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 referred to in paragraph (4) of the preceding Article; provided, however, that this does not apply to the case where there is no class shareholder who can exercise a voting right at relevant general meeting of class shareholders.
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)
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
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 238, paragraph (1)· applies only in this section
share options for subscription
「募集新株予約権」
Share options that a stock company allots to the persons who applied for them in response to its invitation to subscribe.
Defined inArticle 238, paragraph (1)· applies only in this chapter
amount to be paid inmachine translation
「払込金額」
The amount of money to be paid in exchange for each share option for subscription.
Defined inArticle 238, paragraph (1), item (iii)· applies only in this chapter
day of allotment
「割当日」
The day on which shares for subscription, or share options for subscription, are allotted to the persons who applied for them.
Short name set inArticle 238, paragraph (1), item (iv)· 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.
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.
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.