Article 164Provisions of Articles of Incorporation Regarding Acquisition from Specific Shareholders
第百六十四条(特定の株主からの取得に関する定款の定め)
If a stock company intends to make a determination under the provisions of Article 160, paragraph (1) with respect to the acquisition of shares (or, for a company with class shares , shares of a certain class; the same applies in the following paragraph), it may provide in the articles of incorporation to the effect that the provisions of paragraph (2) and paragraph (3) of that Article do not apply.
If, after the shares are issued, it is intended to create provisions in the articles of incorporation under the provisions of the preceding paragraph with respect to relevant shares by amending the articles of incorporation, or to effect any amendment (excluding that which abolishes the provisions of the articles of incorporation under that paragraph) in the articles of incorporation with respect to relevant provisions, the consent of all shareholders who hold relevant shares must be obtained.
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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
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.