Supplementary Provisions, Article 9Transitional Measures Concerning the Acquisition Price of Securities
第九条（有価証券の取得価額に関する経過措置）
The provisions of Article 109, paragraph (1), items (i) and (ii) (Acquisition Price of Securities) of the New Order apply to Securities listed in those provisions that an individual acquires on or after the Effective Date of the Companies Act, and the provisions then in force continue to govern Securities listed in Article 109, paragraph (1), items (i) and (ii) (Acquisition Price of Securities) of the Former Order that an individual acquired before the Effective Date of the Companies Act.
新令第百九条第一項第一号及び第二号（有価証券の取得価額）の規定は、個人が会社法施行日以後に取得をするこれらの規定に掲げる有価証券について適用し、個人が会社法施行日前に取得をした旧令第百九条第一項第一号及び第二号（有価証券の取得価額）に掲げる有価証券については、なお従前の例による。
The provisions of Article 109, paragraph (1), item (iii) of the New Order apply to Securities listed in that item that an individual acquires on or after the Effective Date of the Companies Act.
新令第百九条第一項第三号の規定は、個人が会社法施行日以後に取得をする同号に掲げる有価証券について適用する。
The provisions of Article 111, paragraph (1) (Acquisition Price of Shares Acquired by Allotment to Shareholders) of the New Order apply to cases where shares prescribed in that paragraph are acquired due to an event prescribed in that paragraph that arose on or after the Effective Date of the Companies Act, and the provisions then in force continue to govern cases where shares prescribed in Article 111 (Acquisition Price of Shares Acquired by Capital Increase) of the Former Order are acquired due to an event prescribed in that Article that arose before the Effective Date of the Companies Act.
新令第百十一条第一項（株主割当てにより取得した株式の取得価額）の規定は、会社法施行日以後に生じた同項に規定する事実により同項の株式を取得する場合について適用し、会社法施行日前に生じた旧令第百十一条（増資により取得した株式の取得価額）に規定する事実により同条の株式を取得する場合については、なお従前の例による。
The provisions of Article 111, paragraph (2) of the New Order apply to cases where shares prescribed in that paragraph are acquired through a gratis allotment of shares prescribed in that paragraph that took place on or after the Effective Date of the Companies Act.
新令第百十一条第二項の規定は、会社法施行日以後に生じた同項に規定する株式無償割当てにより同項の株式を取得する場合について適用する。
The provisions of Article 112 (Acquisition Price of Shares Acquired by Merger) and Article 113, paragraph (1) (Acquisition Price of Shares Acquired by Company Split by Split-Off) of the New Order apply to cases where a merger prescribed in Article 112 of the New Order occurs, and cases where a company split by split-off prescribed in Article 113, paragraph (1) of the New Order occurs, on or after the Effective Date of the Companies Act, and the provisions then in force continue to govern cases where a merger prescribed in Article 112 (Acquisition Price of Shares Acquired by Merger) of the Former Order occurs, and cases where a company split by split-off prescribed in Article 113, paragraph (1) (Acquisition Price of Shares Acquired by Company Split by Split-Off) of the Former Order occurs, before the Effective Date of the Companies Act.
The provisions of Article 114, paragraph (1) (Acquisition Price of Shares or Similar Interests in the Case of a Return of Capital, etc.) of the New Order apply, except for what is provided for in the following paragraph, to a return of capital prescribed in paragraph (1) of that Article for which the base date is on or after the Effective Date of the Companies Act, and the provisions then in force continue to govern a reduction of capital prescribed in Article 114, paragraph (1) (Acquisition Price of Shares or Similar Interests in the Case of a Capital Reduction, etc.) of the Former Order for which the base date is before the Effective Date of the Companies Act.
新令第百十四条第一項（資本の払戻し等があった場合の株式等の取得価額）の規定は、次項に定めるものを除き、同条第一項に規定する資本の払戻しに係る基準日が会社法施行日以後であるものについて適用し、旧令第百十四条第一項（減資等があった場合の株式等の取得価額）に規定する資本の減少に係る基準日が会社法施行日前であるものについては、なお従前の例による。
The provisions of Article 114 of the New Order apply to a return of capital prescribed in paragraph (1) of that Article that is made by a resolution under Article 454, paragraph (1) or (5) (Decisions on Matters Regarding Dividends of Surplus) of the Companies Act, or by a resolution of the board of directors in the case where there is a provision of the articles of incorporation under Article 459, paragraph (1) (Provisions of Articles of Incorporation That Board of Directors Determines Dividends of Surplus) of that Act, even where the base date pertaining to that return of capital is before the Effective Date of the Companies Act.
会社法第四百五十四条第一項若しくは第五項（剰余金の配当に関する事項の決定）の決議又は同法第四百五十九条第一項（剰余金の配当等を取締役会が決定する旨の定款の定め）の規定による定款の定めがある場合における取締役会の決議による新令第百十四条第一項に規定する資本の払戻しについては、当該資本の払戻しに係る基準日が会社法施行日前であるものであっても、同条の規定を適用する。
The provisions of Article 114, paragraph (2) of the New Order apply to cases where a refund of contribution prescribed in that paragraph is made on or after the Effective Date of the Companies Act.
新令第百十四条第二項の規定は、会社法施行日以後に同項に規定する出資の払戻しがあった場合について適用する。
The provisions of Articles 115 (Acquisition Price of Shares or Similar Interests When There Is an Entity Conversion) and 116 (Acquisition Price of Share Options, etc. When There Is a Merger, etc.) of the New Order apply to cases where an entity conversion prescribed in Article 115 of the New Order occurs, and cases where a merger, etc. prescribed in Article 116 of the New Order occurs, on or after the Effective Date of the Companies Act.
The provisions of Article 117 (Previous Acquisition Price per Old Share, etc.) of the New Order apply to cases where an event prescribed in that Article arises on or after the Effective Date of the Companies Act, and the provisions then in force continue to govern cases where a capital increase, etc. prescribed in Article 117 (Previous Acquisition Price per Old Share) of the Former Order arises before the Effective Date of the Companies Act.
gratis allotment of sharesmachine translation
「株式無償割当て」
In Article 111, paragraph (2), a corporation's allotting its own shares to its shareholders or other members without having them make any new payment.
Defined inArticle 111, paragraph (2)· applies only in this paragraph
return of capitalmachine translation
「資本の払戻し」
A dividend of surplus on shares that reduces capital surplus, other than one made through a company split by split-off (分割型分割) or a share distribution (株式分配), or a distribution that reduces contributions (出資等減少分配), as Article 25, paragraph (1), item (iv) of the Income Tax Act defines it.
Defined inArticle 114, paragraph (1)· applies only in this provision
merger, etc.machine translation
「合併等」
In Article 116, a merger, company split, share exchange or share transfer in which the corporation that issued a resident's share options or bonds with share options (新株予約権付社債) is the merged corporation, the splitting corporation or the wholly owned subsidiary.
Short name set inArticle 116, paragraph (1)· applies only in this article
eventmachine translation
「事実」
Any of the events set out in Articles 110 to 116 — a share split or consolidation, an allotment of shares to shareholders, a merger, a company split, a return of capital, an entity conversion and the like — that change the acquisition cost of the shares, investment units or trust beneficial interests a resident holds.
Short name set inArticle 117, paragraph (1)· applies only in this article
New Ordermachine translation
「新令」
This Cabinet Order as amended by Cabinet Order No. 124 of 2006.
Short name set inSupplementary Provisions, Article 2, paragraph (1)
Effective Date of the Companies Actmachine translation
「会社法施行日」
The day set in Article 1, item (iii) of the supplementary provisions (附則) of Cabinet Order No. 124 of 2006: the day the Companies Act (Act No. 86 of 2005) came into effect.
Short name set inSupplementary Provisions, Article 3, paragraph (1)
Former Ordermachine translation
「旧令」
This Cabinet Order as it stood before Cabinet Order No. 124 of 2006 amended it.
Short name set inSupplementary Provisions, Article 3, paragraph (1)
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.
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.