Article 438Provision of Financial Statements to Annual Shareholders Meetings
第四百三十八条（計算書類等の定時株主総会への提出等）
At stock companies set forth in the following items, directors must submit or provide the financial statements and business reports provided for in each relevant item to annual shareholders meetings:
次の各号に掲げる株式会社においては、取締役は、当該各号に定める計算書類及び事業報告を定時株主総会に提出し、又は提供しなければならない。
companies with company auditor provided for in Article 436, paragraph (1) (excluding companies with board of directors):financial statements and business reports that have been audited pursuant to Article 436, paragraph (1);
第四百三十六条第一項に規定する監査役設置会社（取締役会設置会社を除く。） 第四百三十六条第一項の監査を受けた計算書類及び事業報告
companies with financial auditor (excluding companies with board of directors):financial statements and business reports that have been audited pursuant to Article 436, paragraph (2);
会計監査人設置会社（取締役会設置会社を除く。） 第四百三十六条第二項の監査を受けた計算書類及び事業報告
companies with board of directors:financial statements and business reports that have been approved pursuant to Article 436, paragraph (3); and
取締役会設置会社 第四百三十六条第三項の承認を受けた計算書類及び事業報告
stock companies other than those set forth in the preceding three items:financial statements and business reports under Article 435, paragraph (2).
前三号に掲げるもの以外の株式会社 第四百三十五条第二項の計算書類及び事業報告
Financial statements that have been submitted or provided pursuant to the provisions of the preceding paragraph must be approved by the annual shareholders meeting.
Directors must report the contents of the business reports submitted or provided pursuant to the provisions of paragraph (1) to the annual shareholders meeting.
取締役は、第一項の規定により提出され、又は提供された事業報告の内容を定時株主総会に報告しなければならない。
Read this with the articles around it
company with board of directors
「取締役会設置会社」
A stock company that has a board of directors, or that this Act requires to have one.
Defined inArticle 2, paragraph (1), item (vii)· applies throughout the law
company with company auditor
「監査役設置会社」
A stock company that has a company auditor whose audit its articles of incorporation do not limit to accounting matters, or that this Act requires to have a company auditor.
Defined inArticle 2, paragraph (1), item (ix)· applies throughout the law
company with financial auditor
「会計監査人設置会社」
A stock company that has a financial auditor, an outside certified public accountant or audit firm that audits its accounts, or that this Act requires to have one.
Defined inArticle 2, paragraph (1), item (xi)· applies throughout the law
financial statements
「計算書類」
The financial statements a stock company must prepare for each business year: the balance sheet, the profit and loss statement and the other statements a Ministry of Justice Order (法務省令) sets as needed to show its assets and its profit and loss.
Defined inArticle 435, paragraph (2)· applies only in this chapter
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.
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.