Supplementary Provisions, Article 5Transitional Measures Concerning the Restriction on the Amount of Capital of Stock Companies
第五条（株式会社の資本の額の制限に関する経過措置）
With respect to a stock company existing at the time this Act comes into effect, or a stock company that, having obtained certification of the articles of incorporation before this Act comes into effect, is established after this Act comes into effect, whose amount of capital is less than 10 million yen, the provisions of Article 168-4 of the Commercial Code as amended do not apply for five years after this Act comes into effect.
この法律の施行の際現に存する株式会社又はこの法律の施行前に定款の認証を受け、この法律の施行後に成立する株式会社で、その資本の額が千万円に満たないものについては、改正後の商法第百六十八条ノ四の規定は、この法律の施行後五年間は、適用しない。
A stock company prescribed in the preceding paragraph may, only within the period in that paragraph, change its organization to a general partnership company or limited partnership company by a resolution of a shareholders meeting.
When the period in paragraph (1) has expired, the Minister of Justice must give public notice in the Official Gazette that a stock company whose registered amount of capital is less than 10 million yen will be deemed to have been dissolved under paragraph (1) of the following Article if it does not file the written application for registration prescribed in that paragraph. In this case, the registry office must send to that stock company a notice that the public notice has been given.
The provisions of Article 100 of the Commercial Code, Article 61, paragraph (1) and Article 66 of the Limited Liability Companies Act, and the proviso to Article 64, paragraph (1), Article 64, paragraphs (2), (3), and (5), Article 64-2, and Article 64-3 of the Limited Liability Companies Act as amended apply mutatis mutandis to a change of organization under the provisions of paragraph (2). In this case, the phrase "the registration prescribed in Article 13, paragraph (2) for a limited company" in Article 66 of the Limited Liability Companies Act is deemed to be replaced with "the registration prescribed in Article 64, paragraph (1) of the Commercial Code for a general partnership company, and the registration prescribed in Article 149, paragraph (1) of that Code for a limited partnership company".
商法第百条、有限会社法第六十一条第一項及び第六十六条並びに改正後の有限会社法第六十四条第一項ただし書、第二項、第三項及び第五項、第六十四条ノ二並びに第六十四条ノ三の規定は、第二項の規定による組織変更について準用する。この場合において、有限会社法第六十六条中「有限会社ニ付テハ第十三条第二項ニ定ムル登記」とあるのは、「合名会社ニ付テハ商法第六十四条第一項ニ定ムル登記、合資会社ニ付テハ同法第百四十九条第一項ニ定ムル登記」と読み替えるものとする。
The provisions of Article 210, item (iv) of the Commercial Code as amended and Article 211 of the Commercial Code apply mutatis mutandis to the purchase of shares under the provisions of Article 64-2 of the Limited Liability Companies Act as amended, as applied mutatis mutandis in the preceding paragraph.
改正後の商法第二百十条第四号及び商法第二百十一条の規定は、前項において準用する改正後の有限会社法第六十四条ノ二の規定による株式の買取りについて準用する。
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.
registration
登記
Entry in a public register kept by a registry office (登記所) — a Legal Affairs Bureau or one of its branch offices — so that the matter is made public (Real Property Registration Act, Articles 1 and 6, paragraph (1)). Rights in land and buildings, such as ownership, a superficies (地上権), a statutory lien (先取特権), a mortgage and a right of lease (賃借権), can be registered under that Act (Article 3), and matters the Commercial Code, the Companies Act and other Acts require to be registered are registered under the Commercial Registration Act (Article 1). Registration also lets a right be asserted against third parties: acquiring, losing or changing a right in rem (物権) in land or a building, such as ownership, cannot be asserted against third parties until it is registered (Civil Code, Article 177), and a matter the Companies Act requires to be registered cannot be asserted against a third party who does not know of it until it has been registered, nor, even after that, against one who had a justifiable reason for not knowing of the registration (Companies Act, Article 908, paragraph (1)).
Written by AI using Real Property Registration Act, Arts. 1, 3, 6, Commercial Registration Act, Art. 1, Civil Code, Art. 177 and Companies Act, Art. 908 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.