A shareholder (excluding a shareholder who gave the consent provided in Article 299, paragraph (3) (including cases where applied mutatis mutandis under Article 325)) of a stock corporation with articles of incorporation that provide that measures for electronic provision are taken may make a request to the stock company for delivery of documents stating the matters set forth in each item of Article 325-3, paragraph (1) (including cases where applied mutatis mutandis under Article 325-7 (hereinafter referred to in this Article as "electronic provision measures matters")).
電子提供措置をとる旨の定款の定めがある株式会社の株主(第二百九十九条第三項(第三百二十五条において準用する場合を含む。)の承諾をした株主を除く。)は、株式会社に対し、第三百二十五条の三第一項各号(第三百二十五条の七において準用する場合を含む。)に掲げる事項(以下この条において「電子提供措置事項」という。)を記載した書面の交付を請求することができる。
If measures for electronic provision are taken pursuant to the provisions of Article 325-3, paragraph (1), and giving the notice provided in Article 299, paragraph (1), the directors must deliver to shareholders (if a record date (meaning a record date provided in Article 124, paragraph (1)) specifying the persons who can exercise voting rights at the relevant shareholders meeting is set, limited to persons who requested delivery of documents by the record date) who made a request pursuant to the preceding paragraph (hereinafter referred to in this Article as "request for delivery of documents") documents stating the electronic provision measures matters concerning the relevant shareholders meeting.
取締役は、第三百二十五条の三第一項の規定により電子提供措置をとる場合には、第二百九十九条第一項の通知に際して、前項の規定による請求(以下この条において「書面交付請求」という。)をした株主(当該株主総会において議決権を行使することができる者を定めるための基準日(第百二十四条第一項に規定する基準日をいう。)を定めた場合にあっては、当該基準日までに書面交付請求をした者に限る。)に対し、当該株主総会に係る電子提供措置事項を記載した書面を交付しなければならない。
A stock company may provide in its articles of incorporation that all or some of the electronic provision measures matters specified in a Ministry of Justice Order need not be stated in documents delivered pursuant to the provisions of the preceding paragraph.
If a shareholder made a request for delivery of documents, a stock company may, after the lapse of one year from the day of the request for delivery of documents (if the shareholder made an objection pursuant to the provisions of the proviso of the following paragraph, from the day of the objection), serve notice to the shareholder to the effect that it will terminate the delivery of documents pursuant to the provisions of paragraph (2) and provide notification to the effect that if the shareholder has an objection to that termination, the shareholder should make an objection within a certain period (hereinafter referred to in this Article as the "notification period"); provided, however, that the notification period may not be less than one month.
A request for delivery of documents by a shareholder who received notice or notification pursuant to the provisions of the preceding paragraph ceases to be effective when the notification period lapses; provided, however, that this does not apply if the shareholder made an objection within the notification period.
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record date
「基準日」
A date a stock company sets so that the shareholders entered in its shareholder register on that date are the ones who may exercise a shareholder right, such as voting at a meeting or receiving a dividend.
Short name set inArticle 124, paragraph (1)· applies only in this chapter
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)
electronic provision measures matters
「電子提供措置事項」
The matters a company posts online through electronic provision measures for a shareholders meeting, such as reference documents and financial statements, which a shareholder may ask to receive on paper.
Short name set inArticle 325-5, paragraph (1)· applies only in this article
request for delivery of documents
「書面交付請求」
A shareholder's request to be sent on paper the shareholders meeting materials that the company otherwise makes available online through electronic provision measures.
Short name set inArticle 325-5, paragraph (2)· applies only in this article
notification period
「催告期間」
The period, at least one month, within which a shareholder who asked for paper copies of shareholders meeting materials must object after the company announces that it will stop sending them.
Short name set inArticle 325-5, paragraph (4)· applies only in this article
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.