Article 201Special Provisions on Determination of Subscription Requirements for Public Company
第二百一条（公開会社における募集事項の決定の特則）
Except for cases provided for in Article 199, paragraph (3), for the purpose of the application of the provisions of paragraph (2) of that Article to a public company, the term "shareholders meeting" in that paragraph is deemed to be replaced with "board of directors meeting". In these cases, the provisions of the preceding Article do not apply.
If subscription requirements are determined by a resolution at the board of directors meeting provided for in Article 199, paragraph (2) applied following the deemed replacement of terms pursuant to the provisions of the preceding paragraph, if a public company solicits subscribers for shares with a market price, it may prescribe, in lieu of the matters set forth in paragraph (1), item (ii) of that Article, the method for determining the amount to be paid in that is appropriate to realize payment in at a fair value.
If a public company has determined subscription requirements by a resolution at the board of directors meeting provided for in Article 199, paragraph (2) applied following the deemed replacement of terms pursuant to the provisions of paragraph (1), that public company must notify the shareholders of relevant subscription requirements (if the method for determining the amount to be paid in has been prescribed, including that method; hereinafter the same applies in this Section) no later than two weeks prior to the day referred to in paragraph (1), item (iv) of that Article (or, if a period has been prescribed under that item, no later than two weeks prior to the first day of that period).
A public notice may be substituted for the notice under 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。
The provisions of paragraph (3) do not apply in cases prescribed by Ministry of Justice Order as cases where it is unlikely that the protection of shareholders is compromised, including cases where, with respect to subscription requirements, the stock company has submitted, no later than two weeks prior to the date provided for in that paragraph, a notice under Article 4, paragraphs (1) through (3) of the Financial Instruments and Exchange Act.
第三項の規定は、株式会社が募集事項について同項に規定する期日の二週間前までに金融商品取引法第四条第一項から第三項までの届出をしている場合その他の株主の保護に欠けるおそれがないものとして法務省令で定める場合には、適用しない。
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public company
「公開会社」
A stock company whose articles of incorporation do not require the company's approval for transfers of at least some of its shares; it need not be listed on a stock exchange.
Defined inArticle 2, paragraph (1), item (v)· applies throughout the law
subscription requirements
「募集事項」
The terms a stock company must decide each time it invites subscriptions for its shares or share options, such as the number offered and the amount to be paid for them.
Short name set inArticle 199, paragraph (2)· applies only in this section
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.