When incorporator determine the following matters at the incorporation of the stock company (excluding matters provided for in the articles of incorporation), the incorporator must obtain the consent of all incorporators:
発起人は、株式会社の設立に際して次に掲げる事項（定款に定めがある事項を除く。）を定めようとするときは、その全員の同意を得なければならない。
the number of the shares issued at incorporation that is to be allotted to each incorporator;
発起人が割当てを受ける設立時発行株式の数
the amount of money to be paid in exchange for the shares issued at incorporation set forth in the preceding item; and
matters regarding the amount of the stated capital and capital reserves of the stock company after the formation.
成立後の株式会社の資本金及び資本準備金の額に関する事項
If the stock company to be incorporated is a company with class shares, if the shares issued at incorporation referred to in item (i) of the preceding paragraph are those which are provided for in the articles of incorporation under the provisions of the first sentence of Article 108, paragraph (3), the incorporator must, with the consent of all incorporators, determine the features of relevant shares issued at incorporation.
Read this with the articles around it
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 issued at incorporationmachine translation
「設立時発行株式」
The shares a stock company issues when it is formed.
Defined inArticle 25, paragraph (1), item (i)
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.