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Searched the Japanese text of the laws as today. Type English to search the English translations instead.

Terms

取締役会(とりしまりやくかい)

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,…

Written by AI using Companies Act, Arts. 2, 326, 327, 331, 362, 399-13, 416, 420 as a reference.

株主総会(かぶぬしそうかい)

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, Arti…

Written by AI using Companies Act, Arts. 295, 296, 309, 329, 466 as a reference.

取締役(とりしまりやく)

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)). W…

Written by AI using Companies Act, Arts. 326, 329, 332, 348, 349, 362 as a reference.

company with board of directors

取締役会設置会社(とりしまりやくかいせっちがいしゃ)

A stock company that has a board of directors, or that this Act requires to have one.

取締役会を置く株式会社又はこの法律の規定により取締役会を置かなければならない株式会社

proposing director at a board of directors meeting

取締役会議案提案取締役(とりしまりやくかいぎあんていあんとりしまりやく)

A director (or, in a company with nominating committee, etc., a director or executive officer) named by Ministry of Justice Order (法務省令) as having put to the board of directors a share buyback that paid out more than the distributable amount, and who is therefore liable to the company for that payout.

当該取締役会に議案を提案した取締役(指名委員会等設置会社にあっては、取締役又は執行役)として法務省令で定めるもの

most recent business year

最終事業年度(さいしゅうじぎょうねんど)

The latest business year whose financial statements have been approved, at a shareholders meeting or, where the Act allows it, by the board of directors.

各事業年度に係る第四百三十五条第二項に規定する計算書類につき第四百三十八条第二項の承認(第四百三十九条前段に規定する場合にあっては、第四百三十六条第三項の承認)を受けた場合における当該各事業年度のうち…

executive director

業務執行取締役(ぎょうむしっこうとりしまりやく)

A director who runs a stock company's business: the representative director, any director chosen by the board to execute its business under Article 363, paragraph (1), and any other director who has in fact executed its business.

株式会社の第三百六十三条第一項各号に掲げる取締役及び当該株式会社の業務を執行したその他の取締役

each special director

各特別取締役(かくとくべつとりしまりやく)

In Articles 366 and 368 as Article 373, paragraph (2) has them read, each of the special directors (特別取締役): the three or more directors a board of directors selects in advance under Article 373, paragraph (1) to adopt its resolutions on disposing of and acquiring important property and on large borrowings.

第三百七十三条第一項に規定する特別取締役

share option

新株予約権(しんかぶよやくけん)

A share option (新株予約権), of a kind a Cabinet Order (政令) specifies, that a person is to be granted under a resolution under Article 238, paragraph (2) of the Companies Act (including a decision on offering matters delegated under Article 239, paragraph (1) and a board resolution under Article 240, paragraph (1)).

grant resolution

付与決議(ふよけつぎ)

The resolution under Article 238, paragraph 2 of the Companies Act (including a decision on offering terms under a delegation by resolution under Article 239, paragraph 1 and a board resolution under Article 240, paragraph 1) by which a person is made a recipient of share options (新株予約権) of a kind a Cabinet Order (政令) specifies, as used in Article 29-2 on income from exercising such options.

report on repurchase

自己株券買付状況報告書(じこかぶけんかいつけじょうきょうほうこくしょ)

The report that an issuer of listed share certificates, etc. (上場株券等) must submit to the Prime Minister by the 15th of the following month for each month covered by a shareholders' meeting or board resolution to acquire its own shares (Article 24-6, paragraph (1)), stating how it bought its own shares that month and other matters a Cabinet Office Order (内閣府令) specifies.

special directors

特別取締役(とくべつとりしまりやく)

Three or more directors chosen in advance by the board of a company meeting the conditions in Article 373, who may decide on disposing of or acquiring important assets and on large borrowings without the full board.

convenor

招集権者(しょうしゅうけんしゃ)

The director, or liquidator, designated in the articles of incorporation or by the board to call meetings of the board of directors, or of the board of liquidators.

each committee

各委員会(かくいいんかい)

In Articles 400 and 401 and Article 911, paragraph (3), item (xxiii)(b), each of a company's nominating committee, audit committee and compensation committee, each of which must have at least three members.

directors, etc.

取締役等(とりしまりやくとう)

The directors and executive officers involved in an issue of shares (Article 213) or of share options (Article 286) who must pay the company the shortfall when property contributed in kind turns out to be worth far less than the value set on it.

minutes

議事録等(ぎじろくとう)

The minutes of a board of directors meeting, or the written or electronic consents by which a board resolution was passed without a meeting, which the company must keep at its head office for ten years.

resolution at a shareholders meeting, etc.

株主総会決議等(かぶぬしそうかいけつぎとう)

In Article 166, paragraph (6), item (iv)-2, a listed company's resolution of a shareholders meeting or board of directors under Article 156, paragraph (1) of the Companies Act on acquiring its own shares (including a decision of a director or executive officer under authority the board delegated), a resolution of an investment corporation's board of officers under Article 80-2, paragraph (3) of the Act on Investment Trusts and Investment Corporations on acquiring its own investment units, or a resolution or decision under equivalent foreign laws and regulations.

resolution, etc.

決議等(けつぎとう)

In Article 24-6, paragraph (1), a resolution of a shareholders meeting or board of directors under Article 156, paragraph (1) of the Companies Act (including as applied under Article 165, paragraph (3) of that Act) on acquiring the company's own shares, or a decision of a body a Cabinet Order (政令) specifies as equivalent.

representative director at incorporation

設立時代表取締役(せつりつじだいひょうとりしまりやく)

The director at incorporation chosen to become the representative director when the stock company is formed.

business adaptation for reducing environmental load through energy use

エネルギー利用環境負荷低減事業適応(えねるぎーりようかんきょうふかていげんじぎょうてきおう)

A business adaptation (事業適応) as defined in the Act on Strengthening Industrial Competitiveness that responds to changes in international competitive conditions on reducing the environmental load of energy use, such as cutting energy consumption or using non-fossil energy sources; Articles 10-5-5 and 42-12-6 give tax relief for equipment in an approved plan for one.

reporting month

報告月(ほうこくづき)

In Article 24-6, paragraph (1), each month from the month in which the shareholders' meeting, board meeting or equivalent that resolved on buying the issuer's own shares ended, to the month in which the period set under Article 156, paragraph (1), item (iii) of the Companies Act, or an equivalent day a Cabinet Order (政令) sets, ends; the issuer reports its purchases for each such month.

electronic provision measures commencement date

電子提供措置開始日(でんしていきょうそちかいしび)

The day from which a company must post its shareholders meeting materials online: three weeks before the meeting, or the day the notice of the meeting is sent if that is earlier.

interim dividend

中間配当(ちゅうかんはいとう)

A dividend of surplus paid in money that a company with a board of directors may, if its articles of incorporation allow, pay once partway through a business year on a resolution of the board instead of the shareholders meeting.