取締役会設置会社（監査役設置会社、監査等委員会設置会社及び指名委員会等設置会社を除く。）の株主は、取締役が取締役会設置会社の目的の範囲外の行為その他法令若しくは定款に違反する行為をし、又はこれらの行為をするおそれがあると認めるときは、取締役会の招集を請求することができる。
If shareholders of a company with board of directors (excluding a company with company auditor, company with audit and supervisory committee, and company with nominating committee, etc.) recognize that a director engages, or is likely to engage, in an act outside the scope of the purpose of the company with board of directors, or other acts in violation of laws and regulations or the articles of incorporation, they may demand the calling of a board of directors meeting.
The demand pursuant to the provisions of the preceding paragraph must be made to the directors (or to the convenor in the case provided for in the proviso to paragraph (1) of the preceding Article) by indicating the matters that are the purpose of the board of directors meeting.
The provisions of paragraph (3) of the preceding Article apply mutatis mutandis to the cases where a demand is made pursuant to the provisions of paragraph (1).
Shareholders who made the demand pursuant to the provisions of paragraph (1) may attend the board of directors meeting which is called pursuant to relevant demand or which they call pursuant to the provisions of paragraph (3) of the preceding Article applied mutatis mutandis under the preceding paragraph and state their opinions.