Article 44Special Provisions on Method of Dismissal of Directors at Incorporation
第四十四条（設立時取締役等の解任の方法の特則）
Notwithstanding the provisions of paragraph (1) of the preceding Article, the dismissal of director at incorporation (excluding a director at incorporation who is an audit and supervisory committee member at incorporation; the same applies in the following paragraph and paragraph (4)) who is elected pursuant to the provisions of Article 41, paragraph (1) is determined by a majority of the votes of the incorporators relating to the election.
Notwithstanding the provisions of the preceding paragraph, if there are provisions in the articles of incorporation to the effect that a director (excluding a director who is an audit and supervisory committee member; the same applies in paragraph (4)) who is elected pursuant to the provisions of Article 41, paragraph (1), or is elected at an organizational meeting of class shareholders (referring to organizational meeting of class shareholders provided for in Article 84) or at a general meeting of class shareholders may be dismissed by a resolution at the shareholders meeting, the dismissal of the director at incorporation who is elected pursuant to Article 41, paragraph (1) is determined by a majority of the votes of the incorporators.
In the cases provided for in the preceding paragraph, an incorporator is entitled to one vote for each one share issued at incorporation of that class for which the performance of contributions is fulfilled; provided, however, that, if the share unit is provided for in the articles of incorporation, an incorporator is entitled to one vote for each one unit of the shares issued at incorporation of that class.
Notwithstanding the provisions of the preceding paragraph, if a director at incorporation is to be dismissed pursuant to the provisions of paragraph (2) above, and shares issued at incorporation of a class for which it is provided that the voting rights may not be exercised in connection with the dismissal of some or all of the directors are to be issued, with respect to relevant class of the shares issued at incorporation, the incorporators may not exercise voting rights in connection with the dismissal of the directors at incorporation who are to become relevant directors.
The provisions of the preceding four paragraphs apply mutatis mutandis to the dismissal of directors at incorporation who are audit and supervisory committee members at incorporation elected pursuant to the provisions of Article 41, paragraph (1) and company auditors at incorporation who are elected pursuant to the provisions of paragraph (3) of that Article which are applied mutatis mutandis under paragraph (3) of that Article. In these cases, the term "majority" in paragraph (1) and paragraph (2) is deemed to be replaced with "majority of two thirds or more".
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general 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
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
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)
performance of contributions
「出資の履行」
Paying in the money, or handing over the property other than money, that a person has undertaken to contribute in exchange for shares, whether at a company's incorporation or when subscribing for shares it offers.
Short name set inArticle 35, paragraph (1)· applies only in this chapter
director at incorporation
「設立時取締役」
A person who is to become a director when the stock company is formed.
Defined inArticle 38, paragraph (1)
audit and supervisory committee membermachine translation
「監査等委員」
A member of the audit and supervisory committee of a company with audit and supervisory committee.
Defined inArticle 38, paragraph (2)
audit and supervisory committee member at incorporationmachine translation
「設立時監査等委員」
A person who is to become a member of the audit and supervisory committee when the stock company is formed.
Defined inArticle 38, paragraph (2)
company auditor at incorporationmachine translation
「設立時監査役」
A person who is to become a company auditor when the stock company is formed.
Defined inArticle 38, paragraph (3), item (ii)
organizational meeting of class shareholdersmachine translation
「種類創立総会」
A meeting of the shareholders at incorporation who hold one class of the shares issued at incorporation, whose resolution may be needed as well as the organizational meeting's.
Defined inArticle 84, 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.
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.