Article 306Appointment of Inspectors on Calling Procedures of Shareholders Meetings
第三百六条（株主総会の招集手続等に関する検査役の選任）
A stock company or shareholders who hold not less than one hundredth (or, if any proportion less than that is provided for in the articles of incorporation, the proportion) of the votes of all shareholders (excluding the shareholders who may not vote on all matters which may be resolved at the shareholders meeting) may file a petition with the court, before a shareholders meeting, for the appointment of an inspector who is to be retained to investigate the calling procedures and method of resolutions relating to relevant shareholders meeting.
株式会社又は総株主（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。）の議決権の百分の一（これを下回る割合を定款で定めた場合にあっては、その割合）以上の議決権を有する株主は、株主総会に係る招集の手続及び決議の方法を調査させるため、当該株主総会に先立ち、裁判所に対し、検査役の選任の申立てをすることができる。
For the purpose of the provisions of the preceding paragraph to a company with board of directors which is a public company, in that paragraph, the phrase "matters which may be resolved at the shareholders meeting" is deemed to be replaced with "matters set forth in Article 298, paragraph (1), item (ii)" and "hold" is deemed to be replaced with "have held, for the consecutive period of six months or more (or, if any period less than that is provided for in the articles of incorporation, the period)"; and for the purpose of the provisions of the preceding paragraph to a company with board of directors which is not a public company, and the phrase "matters which may be resolved at the shareholders meeting" in that paragraph is deemed to be replaced with "matters set forth in Article 298, paragraph (1), item (ii)".
公開会社である取締役会設置会社における前項の規定の適用については、同項中「株主総会において決議をすることができる事項」とあるのは「第二百九十八条第一項第二号に掲げる事項」と、「有する」とあるのは「六箇月（これを下回る期間を定款で定めた場合にあっては、その期間）前から引き続き有する」とし、公開会社でない取締役会設置会社における同項の規定の適用については、同項中「株主総会において決議をすることができる事項」とあるのは、「第二百九十八条第一項第二号に掲げる事項」とする。
If the petition for the appointment of an inspector pursuant to the provisions of the preceding two paragraphs has been filed, the court must appoint the inspector except in case it dismisses relevant petition as non-conforming.
前二項の規定による検査役の選任の申立てがあった場合には、裁判所は、これを不適法として却下する場合を除き、検査役を選任しなければならない。
If the court has appointed the inspector set forth in the preceding paragraph, it may fix the amount of the compensation which the stock company pays to relevant inspector.
裁判所は、前項の検査役を選任した場合には、株式会社が当該検査役に対して支払う報酬の額を定めることができる。
The inspector set forth in paragraph (3) must conduct the necessary investigation and submit a report to the court by providing it with a document detailing the results of the investigation or with an electronic or magnetic record (limited to one prescribed by Ministry of Justice Order) in which these have been recorded.
If the court finds it necessary to for the purpose of clarification of the contents of the report set forth in the preceding paragraph or of confirmation of the grounds supporting the report, it may request the inspector set forth in paragraph (3) a further report set forth in the preceding paragraph.
When the inspector set forth in paragraph (3) reports pursuant to paragraph (5), the inspector must deliver a copy of the document referred to in that paragraph to the stock company (in cases where the person who filed a petition for the appointment of an inspector was not relevant stock company, relevant stock company and that person) or use a means prescribed by Ministry of Justice Order to provide it with the information recorded in the electronic or magnetic record referred to in that paragraph.
Read this with the articles around it
public company
「公開会社」
A stock company whose articles of incorporation do not require the company's approval for transfers of at least some of its shares; it need not be listed on a stock exchange.
Defined inArticle 2, paragraph (1), item (v)· applies throughout the law
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 record
「電磁的記録」
A record made in electronic, magnetic or any other form people cannot perceive directly, of a kind that Ministry of Justice Order (法務省令) specifies as used in computer processing.
Defined inArticle 26, paragraph (2)
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.