If a stock company receives a request under Article 138, item (i), (c) or item (ii), (c), if it makes a determination to not give approval under Article 136 or Article 137, paragraph (1), it must purchase the shares with restriction on transfer relating to relevant requests for approval of transfer (hereinafter in this Subsection referred to as "subject shares"). In these cases, the following matters must be prescribed:
a statement to the effect that the stock company will purchase the subject shares;
対象株式を買い取る旨
the number of the subject shares that will be purchased by the stock company (or, for a company with class shares, the classes of the subject shares and the number of shares for each class).
The determination of the matters set forth in the items of the preceding paragraph must be made by a resolution at a shareholders meeting.
前項各号に掲げる事項の決定は、株主総会の決議によらなければならない。
Requesters for approval of transfer may not exercise voting right at the shareholders meeting referred to in the preceding paragraph; provided, however, that this does not apply if all shareholders other than relevant requesters for approval of transfer may not exercise voting right at the shareholders meeting referred to in that paragraph.
Notwithstanding the provisions of paragraph (1), in the cases provided for in that paragraph, a stock company may designate a person to purchase some or all of the subject shares (hereinafter in this subsection referred to as "designated purchaser").
The designation pursuant to the provisions of the preceding paragraph must be made by a resolution at the shareholders meeting (or at a board of directors meeting for a company with board of directors); provided, however, that this does not apply if it is otherwise provided for in the articles of incorporation.
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(Requests for Approval by Shareholders)
If shareholders of shares with restriction on transfer intend to transfer the shares with restriction on transfer held by the same to others…
譲渡制限株式の株主は、その有する譲渡制限株式を他人（当該譲渡制限株式を発行した株式会社を除く。）に譲り渡そうとするときは、当該株式会社に対し、当該他人が当該譲渡制限株式を取得することについて承認をするか否かの決定をすることを請求することができる。
Open this provision(Request for Approval by Acquirers of Shares)
Acquirers of shares who have acquired shares with restriction on transfer may request that the stock company make a determination as to whether or not to approve the acquisition of relevant shares…
譲渡制限株式を取得した株式取得者は、株式会社に対し、当該譲渡制限株式を取得したことについて承認をするか否かの決定をすることを請求することができる。
Open this provision(Method for Requests for Approval of Transfer)
requests pursuant to the provisions of Article 136: the following matters:
第百三十六条の規定による請求 次に掲げる事項
Open this provision(Method for Requests for Approval of Transfer)
the request pursuant to the provisions of paragraph (1) of the preceding Article: the following matters:
前条第一項の規定による請求 次に掲げる事項
Open this provision(Purchase by Stock Company or Designated Purchaser)
If a stock company receives a request under Article 138, item (i), (c) or item (ii), (c), if it makes a determination to not give approval under Article 136 or Article 137, paragraph (1)…
株式会社は、第百三十八条第一号ハ又は第二号ハの請求を受けた場合において、第百三十六条又は第百三十七条第一項の承認をしない旨の決定をしたときは、当該譲渡等承認請求に係る譲渡制限株式（以下この款において「対象株式」という。）を買い取らなければならない。この場合においては、次に掲げる事項を定めなければならない。
Open this provision(Purchase by Stock Company or Designated Purchaser)
The determination of the matters set forth in the items of the preceding paragraph must be made by a resolution at a shareholders meeting.
前項各号に掲げる事項の決定は、株主総会の決議によらなければならない。
Open this provision(Purchase by Stock Company or Designated Purchaser)
Notwithstanding the provisions of paragraph (1), in the cases provided for in that paragraph, a stock company may designate a person to purchase some or all of the subject shares…
第一項の規定にかかわらず、同項に規定する場合には、株式会社は、対象株式の全部又は一部を買い取る者（以下この款において「指定買取人」という。）を指定することができる。
Open this provisioncompany with board of directors
「取締役会設置会社」
A stock company that has a board of directors, or that this Act requires to have one.
Defined inArticle 2, paragraph (1), item (vii)· applies throughout the law
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
shares with restriction on transfer
「譲渡制限株式」
Shares whose terms require the company's approval for anyone to acquire them by transfer.
Defined inArticle 2, paragraph (1), item (xvii)· applies throughout the law
requests for approval of transfer
「譲渡等承認請求」
A request that a stock company approve the acquisition of its shares with restriction on transfer, made either by the shareholder who wants to transfer them or by the person who has acquired them.
Short name set inArticle 138, paragraph (1)· applies only in this subsection
requester for approval of transfer
「譲渡等承認請求者」
The person who has asked a company to approve the acquisition by transfer of its shares with restriction on transfer.
Short name set inArticle 139, paragraph (2)· applies only in this subsection
subject shares
「対象株式」
The shares with restriction on transfer that a stock company, or a purchaser it designates, must buy when the company refuses to approve their transfer.
Short name set inArticle 140, paragraph (1)· applies only in this subsection
designated purchaser
「指定買取人」
A person a stock company designates to buy some or all of the shares with restriction on transfer whose transfer it has refused to approve.
Short name set inArticle 140, paragraph (4)· applies only in this subsection
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.
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.