Unless it is otherwise provided for in this Act, the amount of stated capital of a stock company is the amount of properties contributed by persons who become shareholders at the incorporation or share issue.
株式会社の資本金の額は、この法律に別段の定めがある場合を除き、設立又は株式の発行に際して株主となる者が当該株式会社に対して払込み又は給付をした財産の額とする。
The amount not exceeding half of the amount of the contribution under the preceding paragraph may not be recorded as stated capital.
前項の払込み又は給付に係る額の二分の一を超えない額は、資本金として計上しないことができる。
The amount not recorded as stated capital pursuant to the provisions of the preceding paragraph must be recorded as capital reserves.
前項の規定により資本金として計上しないこととした額は、資本準備金として計上しなければならない。
If a stock company pays dividends of surplus, it must record an amount equivalent to one tenth of the amount of the deduction from surplus as a result of the payment of relevant dividends of surplus as capital reserves or retained earnings reserves (hereinafter referred to as "reserves"), pursuant to the provisions of Ministry of Justice Order.
剰余金の配当をする場合には、株式会社は、法務省令で定めるところにより、当該剰余金の配当により減少する剰余金の額に十分の一を乗じて得た額を資本準備金又は利益準備金（以下「準備金」と総称する。）として計上しなければならない。
The amount to be recorded as stated capital or reserves at mergers, absorption-type company splits, incorporation-type company splits, share exchanges, share transfers or partial share exchanges is prescribed by Ministry of Justice Order.
The amount to be recorded as stated capital or reserves from issuing shares pursuant provisions on the matters set forth in Article 361, paragraph (1), item (iii), item (iv), or item (v),(b) pursuant to the articles of incorporation or a resolution of the shareholders meeting or pursuant to a decision by the remuneration committee on the matters provided in Article 409, paragraph (3), item (iii), item (iv) or item (v),(b) is prescribed by Ministry of Justice Order.
定款又は株主総会の決議による第三百六十一条第一項第三号、第四号若しくは第五号ロに掲げる事項についての定め又は報酬委員会による第四百九条第三項第三号、第四号若しくは第五号ロに定める事項についての決定に基づく株式の発行により資本金又は準備金として計上すべき額については、法務省令で定める。
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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
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
reserves
「準備金」
Capital reserves and retained earnings reserves taken together: amounts a stock company keeps on its books apart from its capital, including the one tenth of each dividend of surplus it must set aside when it pays one.
Short name set inArticle 445, paragraph (4)
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.