Shareholders at incorporation (excluding shareholders at incorporation prescribed by Ministry of Justice Order as entities in a relationship that may allow the stock company after the formation to have substantial control of the entity through the holding of one quarter or more of the votes of all shareholders of the entity or other reasons) are entitled to one vote for each one share issued at incorporation for which they subscribed at organizational meetings; provided, however, that, if a share unit is provided for in the articles of incorporation, they are entitled to one vote for each one unit of the shares issued at incorporation.
If the stock company to be incorporated is a company with class shares, if it issues shares issued at incorporation of a class that has restrictions on matters for which votes may be exercised at the shareholders meeting, the shareholders at incorporation may exercise, at the organizational meeting, votes with respect to relevant shares issued at incorporation only in relation to matters that are equivalent to the matters for which they may vote at the shareholders meeting.
Notwithstanding the provisions of the preceding paragraph, shareholders at incorporation may exercise votes with respect to the shares issued at incorporation for which they subscribed in relation to the discontinuation of the incorporation of the stock company.
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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
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
shares issued at incorporationmachine translation
「設立時発行株式」
The shares a stock company issues when it is formed.
Defined inArticle 25, paragraph (1), item (i)
organizational meeting
「創立総会」
The meeting of the shareholders at incorporation that the incorporators must call when a stock company is being formed with outside subscribers for its shares.
Short name set inArticle 65, paragraph (1)
shareholders at incorporation
「設立時株主」
A person who is to become a shareholder of the stock company when it is formed, having subscribed and paid for shares issued at incorporation.
Defined inArticle 65, paragraph (1)
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.