Supplementary Provisions, Article 2Transitional Measures on the Rights of Holders of Fractional Shares
第二条(端株主の権利に関する経過措置)
With regard to a stock company whose articles of incorporation, at the time this Act comes into effect, contain a provision that the right to receive the subscription rights set forth in Article 341-2, paragraph (2), item (vi) and Article 341-8, paragraph (2), item (viii) of the Commercial Code prior to the amendment by this Act (hereinafter referred to as the "Former Commercial Code") is not granted to holders of fractional shares (including one that received certification of the articles of incorporation before this Act comes into effect and is incorporated after this Act comes into effect (hereinafter referred to in this Article as a "company in the process of incorporation")), a resolution for an amendment to the articles of incorporation to the effect that the right to receive the subscription rights set forth in Article 280-20, paragraph (2), item (xii) and Article 341-3, paragraph (1), item (ix) of the Commercial Code as amended by this Act (hereinafter referred to as the "Amended Commercial Code") is not granted to holders of fractional shares is deemed to have been adopted on the day this Act comes into effect (in the case of a company in the process of incorporation, the day of its incorporation).
この法律の施行の際端株主に対してこの法律による改正前の商法(以下「旧商法」という。)第三百四十一条ノ二第二項第六号及び第三百四十一条ノ八第二項第八号の引受権を受ける権利を与えない旨の定款の定めがある株式会社(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もの(以下この条において「設立中の会社」という。)を含む。)については、この法律の施行の日(設立中の会社にあっては、その成立の日)において、端株主に対してこの法律による改正後の商法(以下「新商法」という。)第二百八十条ノ二十第二項第十二号及び第三百四十一条ノ三第一項第九号の引受権を受ける権利を与えない旨の定款の変更の決議があったものとみなす。
Amended Commercial Codemachine translation
「新商法」
This Act as amended by Act No. 128 of 2001.
Short name set inSupplementary Provisions, Article 2, paragraph (1)
Former Commercial Codemachine translation
「旧商法」
This Act as it stood before Act No. 128 of 2001 amended it.
Short name set inSupplementary Provisions, Article 2, paragraph (1)
company in the process of incorporationmachine translation
「設立中の会社」
In Article 2 of the supplementary provisions (附則) of Act No. 128 of 2001, a stock company whose articles of incorporation were certified before that Act came into effect and that is formed after it.
Short name set inSupplementary Provisions, Article 2, paragraph (1)· applies only in this article
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.