Article 84Cases of Provisions Requiring Resolutions at General Meetings of Class Shareholders
第八十四条（種類株主総会の決議を必要とする旨の定めがある場合）
If the stock company to be incorporated is a company with class shares, if there are provisions, as a feature of a certain class of shares to be issued as at the incorporation, to the effect that, with respect to the matter that is subject to the resolution at a shareholders meeting, in addition to relevant resolution, the resolution at a general meeting of class shareholders constituted by the class shareholders of relevant class of shares is required, relevant matter does not become effective unless the resolution is passed at an organizational meeting of class shareholders (meaning a meeting of class shareholders at incorporation of a certain class of the shares issued at incorporation; the same applies hereinafter) constituted by the class shareholders at incorporation of the shares issued at incorporation of relevant class (meaning the shareholders at incorporation of a certain class of shares issued at incorporation; hereinafter the same applies in this Section) in addition to the resolution at the organizational meeting, consistently with the provisions of articles of incorporation; provided, however, that this does not apply to the case where there exists no class shareholder at incorporation who may vote at relevant organizational meeting of class shareholders.
設立しようとする株式会社が種類株式発行会社である場合において、その設立に際して発行するある種類の株式の内容として、株主総会において決議すべき事項について、当該決議のほか、当該種類の株式の種類株主を構成員とする種類株主総会の決議があることを必要とする旨の定めがあるときは、当該事項は、その定款の定めの例に従い、創立総会の決議のほか、当該種類の設立時発行株式の設立時種類株主（ある種類の設立時発行株式の設立時株主をいう。以下この節において同じ。）を構成員とする種類創立総会（ある種類の設立時発行株式の設立時種類株主の総会をいう。以下同じ。）の決議がなければ、その効力を生じない。ただし、当該種類創立総会において議決権を行使することができる設立時種類株主が存しない場合は、この限りでない。
Read this with the articles around it
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
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)
organizational meeting of class shareholdersmachine translation
「種類創立総会」
A meeting of the shareholders at incorporation who hold one class of the shares issued at incorporation, whose resolution may be needed as well as the organizational meeting's.
Defined inArticle 84, paragraph (1)
class shareholder at incorporationmachine translation
「設立時種類株主」
A shareholder at incorporation who holds a particular class of the shares issued at incorporation.
Defined inArticle 84, 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.
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.