Directors (in cases where shareholders call a shareholders meeting pursuant to the provisions of paragraph (4) of the preceding Article, relevant shareholders; the same applies in the main clause of the following paragraph and the following Article to Article 302) must decide the following matters if they call a shareholders meeting:
取締役（前条第四項の規定により株主が株主総会を招集する場合にあっては、当該株主。次項本文及び次条から第三百二条までにおいて同じ。）は、株主総会を招集する場合には、次に掲げる事項を定めなければならない。
the date, time and place of the shareholders meeting;
株主総会の日時及び場所
if there is any matter which is the purpose of the shareholders meeting, relevant matter;
株主総会の目的である事項があるときは、当該事項
that shareholders who do not attend the shareholders meeting may vote in writing, if so arranged;
株主総会に出席しない株主が書面によって議決権を行使することができることとするときは、その旨
that shareholders may vote by electronic or magnetic means, if so arranged;
株主総会に出席しない株主が電磁的方法によって議決権を行使することができることとするときは、その旨
beyond what is set forth in the preceding items, any matters prescribed by Ministry of Justice Order.
前各号に掲げるもののほか、法務省令で定める事項
If the number of the shareholders (excluding shareholders who may not vote on all matters which may be resolved at a shareholders meetings; the same applies in the following Article to Article 302) is one thousand or more, the directors must decide the matters set forth in item (iii) of the preceding paragraph; provided, however, that this does not apply to the cases where relevant stock company is a stock company which issues the shares set forth on the financial instruments exchange provided for in Article 2, paragraph (16) of the Financial Instruments and Exchange Act and is an entity prescribed by Ministry of Justice Order.
取締役は、株主（株主総会において決議をすることができる事項の全部につき議決権を行使することができない株主を除く。次条から第三百二条までにおいて同じ。）の数が千人以上である場合には、前項第三号に掲げる事項を定めなければならない。ただし、当該株式会社が金融商品取引法第二条第十六項に規定する金融商品取引所に上場されている株式を発行している株式会社であって法務省令で定めるものである場合は、この限りでない。
For the purpose of the application of the provisions of the preceding paragraph to a company with board of directors, the phrase "matters which may be resolved at the shareholders meetings" in that paragraph is deemed to be replaced with "matters set forth in item (ii) of the preceding paragraph".
At a company with board of directors, the decision of the matters set forth in each item of paragraph (1) must be made by the resolution of the board of directors meeting, except for the cases where the shareholders call the company pursuant to the provisions of paragraph (4) of the preceding Article.
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
electronic or magnetic means
「電磁的方法」
A method that uses an electronic data processing system or other information and communications technology, of a kind set by Ministry of Justice Order (法務省令).
Defined inArticle 2, paragraph (1), item (xxxiv)
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.