If directors or shareholders submit a proposal with respect to a matter which is the purpose of the shareholders meeting, if all shareholders (limited to those who may vote with respect to relevant matter) manifest their intention to agree to relevant proposal in writing or in an electronic or magnetic record, it is deemed that the resolution to approve relevant proposal has been passed at the shareholders meeting.
取締役又は株主が株主総会の目的である事項について提案をした場合において、当該提案につき株主（当該事項について議決権を行使することができるものに限る。）の全員が書面又は電磁的記録により同意の意思表示をしたときは、当該提案を可決する旨の株主総会の決議があったものとみなす。
The stock company must keep the document or electronic or magnetic record referred to in the preceding paragraph at its head office for a period of ten years from the day when the resolution at the shareholders meeting is deemed to have been passed pursuant to the provisions of the preceding paragraph.
The shareholders and creditors may submit the following requests at any time during the business hours of the stock company:
株主及び債権者は、株式会社の営業時間内は、いつでも、次に掲げる請求をすることができる。
request for inspection or copying of the documents under the preceding paragraph; and
前項の書面の閲覧又は謄写の請求
request to inspect or copy anything that is used in a manner prescribed by Ministry of Justice Order to display the information recorded in an electronic or magnetic record as referred to in the preceding paragraph.
If it is necessary for the purpose of exercising the rights of a member of the parent company of a stock company, the relevant member of the parent company may, with the permission of the court, make the requests set forth in each item of the preceding paragraph with respect to the document or electronic or magnetic record referred to in paragraph (2).
If it is deemed that the resolutions to approve proposals on all matters that are the purpose of the annual shareholders meeting have been passed at the shareholders meeting pursuant to the provisions of paragraph (1), relevant annual shareholders meeting is deemed concluded at that time.
第一項の規定により定時株主総会の目的である事項のすべてについての提案を可決する旨の株主総会の決議があったものとみなされた場合には、その時に当該定時株主総会が終結したものとみなす。
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(Omission of Resolutions at Shareholders Meetings)
If directors or shareholders submit a proposal with respect to a matter which is the purpose of the shareholders meeting, if all shareholders…
取締役又は株主が株主総会の目的である事項について提案をした場合において、当該提案につき株主（当該事項について議決権を行使することができるものに限る。）の全員が書面又は電磁的記録により同意の意思表示をしたときは、当該提案を可決する旨の株主総会の決議があったものとみなす。
Open this provision(Omission of Resolutions at Shareholders Meetings)
The stock company must keep the document or electronic or magnetic record referred to in the preceding paragraph at its head office for a period of ten years from the day when the resolution at the…
株式会社は、前項の規定により株主総会の決議があったものとみなされた日から十年間、同項の書面又は電磁的記録をその本店に備え置かなければならない。
Open this provision(Omission of Resolutions at Shareholders Meetings)
The shareholders and creditors may submit the following requests at any time during the business hours of the stock company:
株主及び債権者は、株式会社の営業時間内は、いつでも、次に掲げる請求をすることができる。
Open this provisionelectronic or magnetic record
「電磁的記録」
A record made in electronic, magnetic or any other form people cannot perceive directly, of a kind that Ministry of Justice Order (法務省令) specifies as used in computer processing.
Defined inArticle 26, paragraph (2)
member of the parent companymachine translation
「親会社社員」
A shareholder or other member of a company's parent company, who may, with the court's permission, inspect records of the subsidiary where needed to exercise their rights.
Defined inArticle 31, paragraph (3)
director
取締役
An officer of a stock company, elected by the shareholders meeting (Companies Act, Article 329, paragraph (1)). Every stock company has at least one (Article 326, paragraph (1)). Where there is no board of directors, the directors run the company's business unless the articles of incorporation say otherwise (Article 348, paragraph (1)), and each of them represents it unless the company has chosen representative directors (代表取締役) or others to do that (Article 349, paragraphs (1) and (3)). Where there is a board (取締役会, board of directors), the directors are its members, and the board decides the business and normally chooses the representative directors from among them (Article 362). The term normally runs to the annual shareholders meeting for the last business year ending within two years of election (Article 332, paragraph (1)).
Written by AI using Companies Act, Arts. 326, 329, 332, 348, 349, 362 as a reference.
manifestation of intention
意思表示
A person's expression of an intention to which the law gives a legal effect, such as an offer to conclude a contract, which shows its terms and forms the contract once the other party accepts it (Civil Code, Article 522, paragraph (1)), the acceptance itself (Article 527), or the notice to the other party by which a party rescinds (取消し) an act or cancels (解除) a contract (Articles 123 and 540, paragraph (1)). One made to another person takes effect when notice of it reaches that person, or when it would normally have reached them if they blocked it without good reason (Article 97, paragraphs (1) and (2)), and does not lose its effect because the person who made it dies, loses mental capacity (意思能力) or comes under legal limits on what they can do alone after sending the notice (Article 97, paragraph (3)); where the person making it cannot find out who the other party is or where they are, it can be made by public notice (Article 98, paragraph (1)). It is not void just because the person making it knew it was not their true intention, unless the other party knew or could have known that (Article 93, paragraph (1)); a false one made in collusion with the other party is void (Article 94, paragraph (1)); and neither voidness can be asserted against a third party who did not know of it (善意) (Articles 93, paragraph (2), and 94, paragraph (2)). One based on a mistake that is material in light of the purpose of the juridical act (法律行為) and accepted views in dealings may be rescinded — one based on a mistaken view of the circumstances behind the act only if it had been shown that the act was based on them, and as a rule not where the mistake came from the gross negligence of the person who made it (Article 95, paragraphs (1) to (3)) — and so may one made under fraud or duress, though one induced by a third party's fraud only if the other party knew of the fraud or could have known of it (Article 96, paragraphs (1) and (2)); a rescission for mistake or fraud cannot be relied on against a third party who did not know and was not careless in not knowing (Article 95, paragraph (4), and Article 96, paragraph (3)). One that an agent makes within the agent's authority, showing that it is made for the principal, takes effect directly for the principal (Article 99, paragraph (1)). The Consumer Contract Act lets a consumer rescind an offer or acceptance of a consumer contract made because the business, when soliciting it, told them something untrue about an important matter and they believed it, among other grounds (Consumer Contract Act, Article 4, paragraph (1), item (i)), and the Act on Specified Commercial Transactions does the same where, in a door-to-door sale, the seller or service provider told them something untrue about such matters as the goods or the price (Article 6, paragraph (1), and Article 9-3, paragraph (1), item (i)).
Written by AI using Civil Code, Arts. 93, 94, 95, 96, 97, 98, 99, 123, 522, 527, 540, Consumer Contract Act, Art. 4 and Act on Specified Commercial Transactions, Arts. 6, 9-3 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.