Article 325-2Provisions in the Articles of Incorporation to the Effect that Measures for Electronic Provision Will be Taken
第三百二十五条の二（電子提供措置をとる旨の定款の定め）
A stock company may provide in its articles of incorporation that when the directors perform shareholders meeting (including general meeting of class shareholders) convocation procedures, measures may be taken for electronic provision (measures so that shareholders (if the general meeting of class shareholders is convened, limited to shareholders of shares of a class) can receive the provision of information by electronic or magnetic means as prescribed in a Ministry of Justice Order; the same applies in this Subsection, Article 911, paragraph (3), item (xii)-2 and Article 976, item (xix)) of the information which is the content of the materials set forth in the following items (hereinafter in this Subsection referred to as " reference documents for shareholders meeting"). In this case, it is sufficient for the articles of incorporation to provide that measures for electronic provision are taken.
株式会社は、取締役が株主総会（種類株主総会を含む。）の招集の手続を行うときは、次に掲げる資料（以下この款において「株主総会参考書類等」という。）の内容である情報について、電子提供措置（電磁的方法により株主（種類株主総会を招集する場合にあっては、ある種類の株主に限る。）が情報の提供を受けることができる状態に置く措置であって、法務省令で定めるものをいう。以下この款、第九百十一条第三項第十二号の二及び第九百七十六条第十九号において同じ。）をとる旨を定款で定めることができる。この場合において、その定款には、電子提供措置をとる旨を定めれば足りる。
financial statements and business reports provided in Article 437; and
第四百三十七条の計算書類及び事業報告
consolidated financial statements provided in Article 444, paragraph (6).
第四百四十四条第六項の連結計算書類
Read this with the articles around it
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
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)
reference documents for shareholders meetings
「株主総会参考書類」
The documents with information useful for voting that directors must give shareholders with the notice of a shareholders meeting when votes may be cast in writing or electronically.
Short name set inArticle 301, paragraph (1)· applies only in this section
voting form
「議決権行使書面」
The form on which a shareholder can cast their vote in writing, which the directors must send with the notice of a shareholders meeting when they have decided that shareholders who do not attend may vote in writing.
Short name set inArticle 301, paragraph (1)· applies only in this section
reference documents for shareholders meeting, etc.machine translation
「株主総会参考書類等」
The materials for a shareholders meeting, such as reference documents, voting forms, financial statements and business reports, that a company whose articles of incorporation so provide may make available online instead of sending them out.
Short name set inArticle 325-2, paragraph (1)· applies only in this subsection
measures for electronic provisionmachine translation
「電子提供措置」
Putting the materials for a shareholders meeting (株主総会) online, by a method set by Ministry of Justice Order (法務省令), so that shareholders can obtain them by electronic means, which a company may choose through its articles of incorporation.
Defined inArticle 325-2, paragraph (1)· applies only in this subsection and in Article 911, paragraph (3), item (xii-2); and Article 976, paragraph (1), item (xix)
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.