Article 322General Meetings of Class Shareholders Where Detriment to Class Shareholders of Certain Class Likely
第三百二十二条(ある種類の種類株主に損害を及ぼすおそれがある場合の種類株主総会)
If a company with class shares carries out an act set forth in the following items, if it is likely to cause detriment to the class shareholders of any class of shares, relevant act does not become effective unless a resolution is passed at a general meeting of class shareholders constituted by the class shareholders of the shares of relevant class (if there are two or more classes of shares relating to relevant class shareholders, referring to the respective general meetings of class shareholders constituted by the class shareholders categorized by the class of relevant two or more classes of shares; hereinafter the same applies in this Article); provided, however, that this does not apply to the case where there exists no class shareholder who may exercise votes at relevant general meeting of class shareholders:
amendment of the articles of incorporation with respect to the following matters (excluding those provided for in Article 111, paragraph (1) or paragraph (2));
creation of a new class of the shares;
株式の種類の追加
change in the features of the shares;
株式の内容の変更
increase of the total number of authorized shares, or total number of authorized shares in a class;
発行可能株式総数又は発行可能種類株式総数の増加
the approval referred to in Article 179-3, paragraph (1);
第百七十九条の三第一項の承認
consolidation of shares or share split;
株式の併合又は株式の分割
allotment of share without contribution provided for in Article 185;
solicitation of persons who subscribe for the shares of relevant stock company (limited to that which prescribes the matters set forth in each item of Article 202, paragraph (1));
当該株式会社の株式を引き受ける者の募集(第二百二条第一項各号に掲げる事項を定めるものに限る。)
solicitation of persons who subscribe for the share options of relevant stock company (limited to that which prescribes the matters set forth in each item of Article 241, paragraph (1));
当該株式会社の新株予約権を引き受ける者の募集(第二百四十一条第一項各号に掲げる事項を定めるものに限る。)
allotment of share option without contribution provided for in Article 277;
第二百七十七条に規定する新株予約権無償割当て
merger;
合併
succession by absorption-type company split to some or all of the rights and obligations held by another company with respect to the company's business;
acquisition of all issued shares of another stock company by share exchange;
A company with class shares may provide in the articles of incorporation that, as a feature of a certain class of shares, a resolution at the general meeting of class shareholders pursuant to the provisions of the preceding paragraph is not required.
The provisions of the paragraph (1) do not apply to general meeting of class shareholders constituted by the class shareholders of the class which is subject to the provisions of the articles of incorporation pursuant to the provisions of the preceding paragraph; provided, however, that this does not apply to the cases where the amendment in the articles of incorporation prescribed in paragraph (1), item (i) (excluding the amendment relating to share unit) is carried out.
After shares of a certain class are issued if it is intended to create provisions pursuant to the provisions of paragraph (2) with respect to the shares of the class by effecting an amendment in the articles of incorporation, the consent of all class shareholders of the class must be obtained.
Read this with the articles around it
company
「会社」
Any of the four kinds of company this Act governs: a stock company (株式会社), a general partnership company (合名会社), a limited partnership company (合資会社) or a limited liability company (合同会社).
Defined inArticle 2, paragraph (1), item (i)· 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
share unit
「単元株式数」
The number of shares that a stock company's articles of incorporation make one unit, carrying one vote at a shareholders meeting.
Defined inArticle 2, paragraph (1), item (xx)· applies throughout the law
share option
「新株予約権」
A right that entitles its holder, by exercising it against a stock company, to receive shares of that company.
Defined inArticle 2, paragraph (1), item (xxi)· applies throughout the law
absorption-type company split
「吸収分割」
A stock company or limited liability company's handing over all or part of the rights and obligations of its business to another existing company, which takes them over.
Defined inArticle 2, paragraph (1), item (xxix)· applies throughout the law
incorporation-type company split
「新設分割」
One or more stock companies or limited liability companies handing over all or part of the rights and obligations of their business to a new company formed by the split.
Defined inArticle 2, paragraph (1), item (xxx)· applies throughout the law
share exchange
「株式交換」
A stock company's having all of its issued shares acquired by another existing stock company or limited liability company, which becomes its sole owner.
Defined inArticle 2, paragraph (1), item (xxxi)· applies throughout the law
issued shares
「発行済株式」
The shares a stock company has issued.
Defined inArticle 2, paragraph (1), item (xxxi)
share transfer
「株式移転」
One or more stock companies having all of their issued shares acquired by a newly formed stock company, which becomes their sole owner.
Defined inArticle 2, paragraph (1), item (xxxii)· applies throughout the law
partial share exchange
「株式交付」
A stock company's acquiring shares of another stock company to make it a subsidiary, handing its own shares to the sellers in exchange; unlike a share exchange, it need not acquire all of them.
Defined inArticle 2, paragraph (1), item (xxxii-2)· applies throughout the law
total number of authorized shares
「発行可能株式総数」
The total number of shares a stock company's articles of incorporation authorize it to issue.
Short name set inArticle 37, paragraph (1)
total number of authorized shares in a classmachine translation
「発行可能種類株式総数」
The total number of shares of one class that a stock company is authorized to issue.
Defined inArticle 101, paragraph (1), item (iii)
allotment of shares without contribution
「株式無償割当て」
A stock company's allotting its own shares to its shareholders without asking them to pay anything.
Short name set inArticle 185, paragraph (1)· applies only in this subsection
allotment of share options without contribution
「新株予約権無償割当て」
A stock company's allotting its share options to its shareholders without asking them to pay anything.
Short name set inArticle 277, paragraph (1)· 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.