Article 189Restriction on Rights in Relation to Shareholdings Less than One Unit
第百八十九条（単元未満株式についての権利の制限等）
Shareholders who hold shares in a number less than one share unit (hereinafter referred to respectively as "holder of shares less than one unit" and "shares less than one unit") may not exercise voting right at a shareholders meeting or general meeting of class shareholders with respect to their shares less than one unit.
A stock company may provide in the articles of incorporation to the effect that holders of shares less than one unit may not exercise some or all rights, other than the following rights, with respect to the relevant shares less than one unit:
the right to take delivery of the consideration for acquisition provided for in Article 171, paragraph (1), item (i);
第百七十一条第一項第一号に規定する取得対価の交付を受ける権利
the right to take delivery of monies, etc. in exchange for the acquisition by the stock company of shares subject to call;
the right to receive the allotment of shares without contribution provided for in Article 185;
the right to demand the purchase of the shares less than one unit pursuant to the provisions of Article 192, paragraph (1);
the right to receive the distribution of residual assets;
残余財産の分配を受ける権利
beyond what is set forth in the preceding items, any matters prescribed by Ministry of Justice Order.
前各号に掲げるもののほか、法務省令で定める権利
A share certificate-issuing company may provide in the articles of incorporation to the effect that it may elect to not issue share certificates representing shares less than one unit.
(Determinations Regarding Acquisition of Shares Subject to Class-Wide Call)
if monies, etc. will be delivered in exchange for the acquisition of the shares subject to class-wide call, the following matters with respect to relevant monies…
全部取得条項付種類株式を取得するのと引換えに金銭等を交付するときは、当該金銭等（以下この条において「取得対価」という。）についての次に掲げる事項
Open this provision(Allotment of Shares without Contribution)
A stock company may allot the shares of that stock company to shareholders (or, for a company with class shares, shareholders of certain classes) without requiring them to make additional…
株式会社は、株主（種類株式発行会社にあっては、ある種類の種類株主）に対して新たに払込みをさせないで当該株式会社の株式の割当て（以下この款において「株式無償割当て」という。）をすることができる。
Open this provision(Restriction on Rights in Relation to Shareholdings Less than One Unit)
the right to take delivery of the consideration for acquisition provided for in Article 171, paragraph (1), item (i);
第百七十一条第一項第一号に規定する取得対価の交付を受ける権利
Open this provision(Restriction on Rights in Relation to Shareholdings Less than One Unit)
the right to take delivery of monies, etc. in exchange for the acquisition by the stock company of shares subject to call;
株式会社による取得条項付株式の取得と引換えに金銭等の交付を受ける権利
Open this provision(Restriction on Rights in Relation to Shareholdings Less than One Unit)
the right to receive the allotment of shares without contribution provided for in Article 185;
第百八十五条に規定する株式無償割当てを受ける権利
Open this provision(Restriction on Rights in Relation to Shareholdings Less than One Unit)
the right to demand the purchase of the shares less than one unit pursuant to the provisions of Article 192, paragraph (1);
第百九十二条第一項の規定により単元未満株式を買い取ることを請求する権利
Open this provision(Restriction on Rights in Relation to Shareholdings Less than One Unit)
the right to receive the distribution of residual assets;
残余財産の分配を受ける権利
Open this provision(Demand for Purchase of Holder of Shares Less than One Unit)
Holders of shares less than one unit may demand that the stock company purchase the shares less than one unit that they hold.
単元未満株主は、株式会社に対し、自己の有する単元未満株式を買い取ることを請求することができる。
Open this provisiongeneral 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
shares subject to call
「取得条項付株式」
Shares whose terms let the company acquire them from the shareholder when a specified event occurs.
Defined inArticle 2, paragraph (1), item (xix)· 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 certificate-issuing company
「株券発行会社」
A stock company whose articles of incorporation provide that it issues share certificates for its shares (for a company with class shares, for shares of every class).
Defined inArticle 117, paragraph (7)
monies, etc.machine translation
「金銭等」
Money and any other property.
Defined inArticle 151, paragraph (1)
consideration for acquisition
「取得対価」
The money or other property a company hands shareholders in exchange for acquiring its shares subject to class-wide call.
Short name set inArticle 171, paragraph (1), item (i)· applies only in this article
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
holder of shares less than one unit
「単元未満株主」
A shareholder who holds shares less than one unit, which carry no vote at shareholders meetings.
Short name set inArticle 189, paragraph (1)
shares less than one unit
「単元未満株式」
Shares fewer in number than one share unit, which carry no vote at shareholders meetings.
Short name set inArticle 189, 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.
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.