In the cases set forth in the following items, dissenting shareholders may demand that the stock company purchase, at a fair price, the shares prescribed in these items that they hold:
次の各号に掲げる場合には、反対株主は、株式会社に対し、自己の有する当該各号に定める株式を公正な価格で買い取ることを請求することができる。
if it is intended to effect an amendment to the articles of incorporation to create a provision on matters set forth in Article 107, paragraph (1), item (i) as a feature of all shares issued by a stock company:All shares;
その発行する全部の株式の内容として第百七条第一項第一号に掲げる事項についての定めを設ける定款の変更をする場合 全部の株式
if it is intended to effect an amendment to the articles of incorporation to create provisions on matters set forth in Article 108, paragraph (1), item (iv) or (vii) as the feature of a certain class of shares:the shares prescribed in each item of Article 111, paragraph (2);
ある種類の株式の内容として第百八条第一項第四号又は第七号に掲げる事項についての定めを設ける定款の変更をする場合 第百十一条第二項各号に規定する株式
if any act set forth below is to be performed, and any detriment is likely to be suffered by class shareholders who hold a certain class of shares (limited to those provided for in the articles of incorporation under the provisions of Article 322, paragraph (2)): the shares of the class:
次に掲げる行為をする場合において、ある種類の株式（第三百二十二条第二項の規定による定款の定めがあるものに限る。）を有する種類株主に損害を及ぼすおそれがあるとき 当該種類の株式
consolidation of shares or splitting of shares;
株式の併合又は株式の分割
allotment of shares without contribution provided for in Article 185;
amendment to the articles of incorporation on the share unit;
単元株式数についての定款の変更
solicitation of persons to subscribe for the shares of relevant stock company (limited to solicitation for which the stock company provides for the matters set forth in each item of Article 202, paragraph (1));
当該株式会社の株式を引き受ける者の募集（第二百二条第一項各号に掲げる事項を定めるものに限る。）
solicitation of persons to subscribe for the share options of relevant stock company (limited to solicitation for which the stock company provides for the matters set forth in each item of Article 241, paragraph (1));
当該株式会社の新株予約権を引き受ける者の募集（第二百四十一条第一項各号に掲げる事項を定めるものに限る。）
allotment of share options without contribution provided for in Article 277.
第二百七十七条に規定する新株予約権無償割当て
The "dissenting shareholders" provided for in the preceding paragraph means the shareholders provided for in the following items in the cases set forth in the same items:
前項に規定する「反対株主」とは、次の各号に掲げる場合における当該各号に定める株主をいう。
if a resolution at a shareholders meeting (including a general meeting of class shareholders) is required to perform an act in any item of the preceding paragraph: the following shareholders:
shareholders who gave notice to relevant stock company to the effect that they dissented from relevant act prior to relevant shareholders meeting and who dissented from relevant act at relevant shareholders meeting (limited to those who can exercise voting right at relevant shareholders meetings);
当該株主総会に先立って当該行為に反対する旨を当該株式会社に対し通知し、かつ、当該株主総会において当該行為に反対した株主（当該株主総会において議決権を行使することができるものに限る。）
shareholders who cannot exercise voting right at relevant shareholders meetings;
当該株主総会において議決権を行使することができない株主
in cases other than those prescribed in the preceding item:all shareholders.
前号に規定する場合以外の場合 すべての株主
A stock company that intends to perform an act in any item of paragraph (1) must give notice to the shareholders of the shares provided for in each item of that paragraph to the effect that it intends to perform relevant act, no later than twenty days prior to the day when relevant act becomes effective (hereinafter in this Article and in the following Article referred to as "effective day").
A public notice may be substituted for the notice pursuant to the provisions of the preceding paragraph.
前項の規定による通知は、公告をもってこれに代えることができる。
To make a demand under the provisions of paragraph (1) (hereinafter in this Section referred to as the "exercise of appraisal rights"), a dissenting shareholder must indicate the number of shares with regard to which the shareholder is exercising appraisal rights (or, for a company with class shares, the classes of the shares and the number of shares for each class), between twenty days prior to the effective day and the day immediately preceding the effective day.
When intending to exercise appraisal rights of shares for which share certificates have been issued, a shareholder of relevant shares must submit the share certificates representing those shares to the stock company; provided, however, that this does not apply to a person who makes a request pursuant to the provisions of Article 223 concerning relevant shares.
Shareholders exercising appraisal rights may withdraw their demands for appraisal only with the approval of the stock company.
株式買取請求をした株主は、株式会社の承諾を得た場合に限り、その株式買取請求を撤回することができる。
The demands of the shareholders exercising appraisal rights lose effect if the stock company cancels the action referred to in the items of paragraph (1).
The provisions of Article 133 do not apply to shares that are subject of the exercise of appraisal rights.
Read this with the articles around it
company with class shares
「種類株式発行会社」
A stock company that issues two or more classes of shares with different terms on the matters listed in Article 108, paragraph (1), such as dividends of surplus or voting rights.
Defined inArticle 2, paragraph (1), item (xiii)· applies throughout the law
class shareholders
「種類株主」
A shareholder holding a particular class of shares in a company with class shares.
Defined inArticle 2, paragraph (1), item (xiv)
general meeting of class shareholders
「種類株主総会」
A meeting of the shareholders who hold a particular class of shares in a company with class shares.
Defined inArticle 2, paragraph (1), item (xiv)· applies throughout the law
share unit
「単元株式数」
The number of shares that a stock company's articles of incorporation make one unit, carrying one vote at a shareholders meeting.
Defined inArticle 2, paragraph (1), item (xx)· applies throughout the law
share option
「新株予約権」
A right that entitles its holder, by exercising it against a stock company, to receive shares of that company.
Defined inArticle 2, paragraph (1), item (xxi)· applies throughout the law
dissenting shareholders
「反対株主」
The shareholders who may demand that the company buy their shares at a fair price when it carries out a major action such as a merger, a business transfer or a share consolidation: chiefly those who gave notice of their opposition and voted against it, and those who could not vote on it.
Defined inArticle 116, paragraph (2)
effective day
「効力発生日」
The day on which the corporate action in question takes effect, such as a share consolidation, business transfer, entity conversion, merger, company split, share exchange or partial share exchange.
Short name set inArticle 116, paragraph (3)· applies only in this article and in Article 117
exercise of appraisal rights
「株式買取請求」
A dissenting shareholder's demand that the company buy their shares at a fair price when it carries out a major action such as a share consolidation, a business transfer, a merger, a company split or a share exchange.
Short name set inArticle 116, paragraph (5)· applies only in this section
allotment of shares without contribution
「株式無償割当て」
A stock company's allotting its own shares to its shareholders without asking them to pay anything.
Short name set inArticle 185, paragraph (1)· applies only in this subsection
allotment of share options without contribution
「新株予約権無償割当て」
A stock company's allotting its share options to its shareholders without asking them to pay anything.
Short name set inArticle 277, paragraph (1)· applies only in this section
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.
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.