Article 459Provisions of Articles of Incorporation That Board of Directors Determines Dividends of Surplus
第四百五十九条（剰余金の配当等を取締役会が決定する旨の定款の定め）
A company with financial auditor (excluding companies for which the last day of the term of office of directors (directors other than directors who are audit and supervisory committee members for a company with company audit and supervisory committee) falls on a day after the day of the conclusion of the annual shareholders meeting for the last business year ending within one year from the time of their election, and companies with company auditor that are not companies with board of company auditors) may provide in the articles of incorporation that the board of directors (for matters set forth in item (ii), limited to the board of directors under Article 436, paragraph (3)) may decide the following matters:
会計監査人設置会社（取締役（監査等委員会設置会社にあっては、監査等委員である取締役以外の取締役）の任期の末日が選任後一年以内に終了する事業年度のうち最終のものに関する定時株主総会の終結の日後の日であるもの及び監査役設置会社であって監査役会設置会社でないものを除く。）は、次に掲げる事項を取締役会（第二号に掲げる事項については第四百三十六条第三項の取締役会に限る。）が定めることができる旨を定款で定めることができる。
the matters set forth in each item of Article 156, paragraph (1) in cases other than cases where a decision pursuant to the provisions of Article 160, paragraph (1) is made;
the matters set forth in Article 448, paragraph (1), items (i) and (iii) in cases that fall under Article 449, paragraph (1), item (ii);
第四百四十九条第一項第二号に該当する場合における第四百四十八条第一項第一号及び第三号に掲げる事項
the matters set forth in the second sentence of Article 452; and
第四百五十二条後段の事項
the matters set forth in each item of Article 454, paragraph (1) and each item of paragraph (4) of that Article; provided, however, that the cases where the dividend property consists of property other than monies and no right to demand distribution of monies are granted to shareholders are excluded.
第四百五十四条第一項各号及び同条第四項各号に掲げる事項。ただし、配当財産が金銭以外の財産であり、かつ、株主に対して金銭分配請求権を与えないこととする場合を除く。
The provisions of the articles of incorporation pursuant to the provisions of the preceding paragraph are effective only if the financial statements for the most recent business year satisfy the requirements prescribed by Ministry of Justice Order as accurately indicating the status of the assets and profits and losses of a stock company in compliance with laws and regulations and the articles of incorporation.
For the purpose of the application of the provisions of Article 449, paragraph (1), item (i) if there are provisions in the articles of incorporation pursuant to the provisions of paragraph (1), the term "annual shareholders meeting" in that item is deemed to be replaced with "annual shareholders meeting or board of directors under Article 436, paragraph (3)".
第一項の規定による定款の定めがある場合における第四百四十九条第一項第一号の規定の適用については、同号中「定時株主総会」とあるのは、「定時株主総会又は第四百三十六条第三項の取締役会」とする。
Read this with the articles around it
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 board of company auditors
「監査役会設置会社」
A stock company that has a board of company auditors, or that this Act requires to have one.
Defined inArticle 2, paragraph (1), item (x)· 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
company with audit and supervisory committee
「監査等委員会設置会社」
A stock company that has an audit and supervisory committee, made up of directors.
Defined inArticle 2, paragraph (1), item (xi-2)· applies throughout the law
most recent business year
「最終事業年度」
The latest business year whose financial statements have been approved, at a shareholders meeting or, where the Act allows it, by the board of directors.
Defined inArticle 2, paragraph (1), item (xxiv)· applies throughout the law
dividend property
「配当財産」
The money or other property a stock company hands out when it pays a dividend of surplus.
Defined inArticle 2, paragraph (1), item (xxv)· applies throughout the law
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)
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
right to demand distribution of moniesmachine translation
「金銭分配請求権」
A shareholder's right, where a dividend of surplus is paid in property other than money, to demand money from the stock company instead of that property.
Defined inArticle 454, paragraph (4), item (i)· applies only in this chapter
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.
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.
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.