Section 10 Miscellaneous Provisions
第十節 雑則
Article 234Treatment of Fractional Shares
第二百三十四条（一に満たない端数の処理）
If a stock company delivers shares in relevant stock company to the persons specified in each of those items when any act set forth in the items is carried out, if the number of the shares of relevant stock company that must be delivered to that persons includes a fractional share, the stock company must sell the number of shares equivalent to the total sum of the fractional shares by auction (if the total sum includes a fractional share, that fractional share is to be rounded off) and must deliver the proceeds of that auction to relevant persons in proportion to the fractional shares attributed to them:
次の各号に掲げる行為に際して当該各号に定める者に当該株式会社の株式を交付する場合において、その者に対し交付しなければならない当該株式会社の株式の数に一株に満たない端数があるときは、その端数の合計数（その合計数に一に満たない端数がある場合にあっては、これを切り捨てるものとする。）に相当する数の株式を競売し、かつ、その端数に応じてその競売により得られた代金を当該者に交付しなければならない。
the acquisition of shares under the provisions of Article 170, paragraph (1):the shareholders of relevant stock company;
第百七十条第一項の規定による株式の取得 当該株式会社の株主
the acquisition of shares under the provisions of Article 173, paragraph (1):the shareholders of relevant stock company;
第百七十三条第一項の規定による株式の取得 当該株式会社の株主
the allotment of shares without contribution provided for in the provisions of Article 185:the shareholders of relevant stock company;
the acquisition of share options pursuant to the provisions of Article 275, paragraph (1):the holders of the share options provided for in Article 236, paragraph (1), item (vii), (a);
第二百七十五条第一項の規定による新株予約権の取得 第二百三十六条第一項第七号イの新株予約権の新株予約権者
merger (but only if the stock company survives the merger):the shareholders or members of the company disappearing due to the merger;
合併（合併により当該株式会社が存続する場合に限る。） 合併後消滅する会社の株主又は社員
the issuing of shares to be issued at the time of incorporation under merger contracts:the shareholders or members of the company disappearing due to the merger;
the acquisition of all issued shares of another stock company by share exchange:the shareholders of the stock company that effects the share exchange;
the issuing of shares to be issued at the time of incorporation under share transfer plan:the shareholders of the stock company that effects the share transfer plan.
partial share exchange:the person who, in a partial share exchange, transferred the shares or share options, etc. (meaning share options, etc. provided in Article 774-3, paragraph (1), item (vii)) of a subsidiary company resulting from a partial share exchange (meaning a subsidiary company resulting from a partial share exchange provided in Article 774-3, paragraph (1), item (i) ) to a share delivery parent company (meaning a parent company resulting from a partial share exchange provided in that item).
In lieu of sale by auction under the provisions of the preceding paragraph, a stock company may sell shares under that paragraph with a market price in an amount calculated by the method prescribed by Ministry of Justice Order as the market price thereof, and shares under that paragraph without a market price using a method other than auction with the permission of the court. In these cases, if there are two or more directors, the petition for relevant permission must be filed with the consent of all directors.
For the purpose of the application of the provisions of the preceding paragraph if the shares under paragraph (1) are sold, the phrase "of that auction" in paragraph (1) is deemed to be replaced with "of that sale".
A stock company may purchase some or all of the shares sold pursuant to the provisions of paragraph (2). In these cases, the following matters must be prescribed:
株式会社は、第二項の規定により売却する株式の全部又は一部を買い取ることができる。この場合においては、次に掲げる事項を定めなければならない。
the number of shares to be purchased (or, for a company with class shares, the classes of the shares and the number of shares for each class); and
買い取る株式の数（種類株式発行会社にあっては、株式の種類及び種類ごとの数）
the total amount of the monies to be delivered in exchange for the purchase of the shares under the preceding item.
前号の株式の買取りをするのと引換えに交付する金銭の総額
A company with board of directors must determine the matters set forth in each item of the preceding paragraph by a resolution of the board of directors meeting.
The provisions of paragraphs (1) through (4) apply mutatis mutandis to cases where bonds or share options of relevant stock company are delivered to the persons specified in each of those items of paragraph (1) when any act set forth in relevant items is carried out.
第一項から第四項までの規定は、第一項各号に掲げる行為に際して当該各号に定める者に当該株式会社の社債又は新株予約権を交付するときについて準用する。
第二百三十五条
If a share split or consolidation of shares effected by a stock company produces any fractional share in the number of the shares, the stock company must sell the number of shares equivalent to the total sum of the fractional shares by auction (if the total sum includes a fractional share, relevant fractional share is to be rounded off) and must deliver the proceeds of that auction to the shareholders in proportion to the fractional shares attributed to them:
株式会社が株式の分割又は株式の併合をすることにより株式の数に一株に満たない端数が生ずるときは、その端数の合計数（その合計数に一に満たない端数が生ずる場合にあっては、これを切り捨てるものとする。）に相当する数の株式を競売し、かつ、その端数に応じてその競売により得られた代金を株主に交付しなければならない。
The provisions of paragraphs (2) through (5) of the preceding Article apply mutatis mutandis to the cases provided for in the preceding paragraph.
前条第二項から第五項までの規定は、前項の場合について準用する。
company
「会社」
Any of the four kinds of company this Act governs: a stock company (株式会社), a general partnership company (合名会社), a limited partnership company (合資会社) or a limited liability company (合同会社).
Defined inArticle 2, paragraph (1), item (i)· applies throughout the law
company with board of directors
「取締役会設置会社」
A stock company that has a board of directors, or that this Act requires to have one.
Defined inArticle 2, paragraph (1), item (vii)· applies throughout the law
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 option
「新株予約権」
A right that entitles its holder, by exercising it against a stock company, to receive shares of that company.
Defined inArticle 2, paragraph (1), item (xxi)· applies throughout the law
bond
「社債」
A money claim against a company, arising from an allotment the company makes under this Act, that is to be repaid according to the terms set under Article 676.
Defined inArticle 2, paragraph (1), item (xxiii)· 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
issued shares
「発行済株式」
The shares a stock company has issued.
Defined inArticle 2, paragraph (1), item (xxxi)
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
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)
allotment of shares without contribution
「株式無償割当て」
A stock company's allotting its own shares to its shareholders without asking them to pay anything.
Short name set inArticle 185, paragraph (1)· applies only in this subsection
subsidiary company resulting from a partial share exchangemachine translation
「株式交付子会社」
The stock company whose shares a parent company acquires in a partial share exchange.
Defined inArticle 774-3, paragraph (1), item (i)
parent company resulting from a partial share exchangemachine translation
「株式交付親会社」
The stock company that carries out a partial share exchange, acquiring another stock company's shares in exchange for its own.
Defined inArticle 774-3, paragraph (1), item (i)
share options, etc.
「新株予約権等」
The share options and bonds with share options of the subsidiary in a partial share exchange (where one company pays with its own shares to make another its subsidiary), which the parent company may acquire along with the subsidiary's shares.
Short name set inArticle 774-3, paragraph (1), item (vii)
board of directors
取締役会
The body made up of all of a stock company's directors (Companies Act, Article 362, paragraph (1)). It decides how the company's business is carried out, supervises the directors, and appoints and removes the representative directors (代表取締役) (Article 362, paragraphs (2) and (3)) — except in a company with a nominating committee and the other committees (指名委員会等設置会社), where it appoints representative executive officers (代表執行役) instead (Articles 416 and 420). Some decisions, such as disposing of important assets or borrowing a large amount, it normally may not hand to the directors (Article 362, paragraph (4)). A company with an audit and supervisory committee (監査等委員会設置会社) can hand more of them to directors (Article 399-13, paragraphs (5) and (6)), and a company with the committees hands them to executive officers (執行役) rather than directors (Article 416, paragraphs (3) and (4)). A company chooses in its articles of incorporation whether to have one (Article 326, paragraph (2)), but a public company (公開会社), among others, must (Article 327, paragraph (1)): a public company is one whose articles of incorporation let at least some of its shares change hands without the company's approval (Article 2, item (v)). A company with a board must have at least three directors (Article 331, paragraph (5)).
Written by AI using Companies Act, Arts. 2, 326, 327, 331, 362, 399-13, 416, 420 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.