Article 831Action Seeking Revocation of a Resolution at a Shareholders Meeting
第八百三十一条（株主総会等の決議の取消しの訴え）
In the cases set forth in the following items, a shareholder, etc. (or, if the shareholders meeting, etc. set forth respectively in each the item is an organizational meeting or an organizational meeting of class shareholders, a shareholder, etc., a shareholder at incorporation, a director at incorporation or a company auditor at incorporation) may, within three months from the day of resolution at the shareholders meeting, etc., claim revocation of the resolution by filing an action. The same applies to a person who becomes a shareholder (or, if that resolution is the resolution at an organizational meeting, shareholders at incorporation) or director (or, in cases of a company with audit and supervisory committee, directors who are audit and supervisory committee members or other directors; hereinafter the same applies in this paragraph), company auditor or liquidator (or, if relevant resolution is a resolution at a shareholders meeting or general meeting of class shareholders, it includes a person who has the rights and obligations of a director, company auditor or liquidator pursuant to the provisions of Article 346, paragraph (1) (including cases where it is applied mutatis mutandis pursuant to Article 479, paragraph (4)), and if relevant resolution is a resolution at an organizational meeting or organizational meeting of class shareholders, a director at incorporation (if a stock company to be incorporated is a company with audit and supervisory committee, directors at incorporation who are audit and supervisory committee members at incorporation or other directors at incorporation) or company auditor at incorporation) by rescission of relevant resolution:
次の各号に掲げる場合には、株主等（当該各号の株主総会等が創立総会又は種類創立総会である場合にあっては、株主等、設立時株主、設立時取締役又は設立時監査役）は、株主総会等の決議の日から三箇月以内に、訴えをもって当該決議の取消しを請求することができる。当該決議の取消しにより株主（当該決議が創立総会の決議である場合にあっては、設立時株主）又は取締役（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又はそれ以外の取締役。以下この項において同じ。）、監査役若しくは清算人（当該決議が株主総会又は種類株主総会の決議である場合にあっては第三百四十六条第一項（第四百七十九条第四項において準用する場合を含む。）の規定により取締役、監査役又は清算人としての権利義務を有する者を含み、当該決議が創立総会又は種類創立総会の決議である場合にあっては設立時取締役（設立しようとする株式会社が監査等委員会設置会社である場合にあっては、設立時監査等委員である設立時取締役又はそれ以外の設立時取締役）又は設立時監査役を含む。）となる者も、同様とする。
when the calling procedures or the methods of a resolution at the shareholders meeting, etc. violate laws and regulations or the articles of incorporation or are grossly improper;
株主総会等の招集の手続又は決議の方法が法令若しくは定款に違反し、又は著しく不公正なとき。
when the contents of the resolution at the shareholders meeting, etc. violate the articles of incorporation; or
株主総会等の決議の内容が定款に違反するとき。
when a grossly improper resolution is passed as a result of a person with a special interest in the resolution at the shareholders meeting, etc. exercising a voting right.
株主総会等の決議について特別の利害関係を有する者が議決権を行使したことによって、著しく不当な決議がされたとき。
If an action referred to in the preceding paragraph is filed, even if the calling procedures or the methods of a resolution at the shareholders meeting, etc. are in violation of laws and regulations or the articles of incorporation, the court may dismiss the claim prescribed in that paragraph if it finds that the facts in violation are not serious and will not affect the resolution.
Read this with the articles around it
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
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
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
「創立総会」
The meeting of the shareholders at incorporation that the incorporators must call when a stock company is being formed with outside subscribers for its shares.
Short name set inArticle 65, paragraph (1)
shareholders at incorporation
「設立時株主」
A person who is to become a shareholder of the stock company when it is formed, having subscribed and paid for shares issued at incorporation.
Defined inArticle 65, paragraph (1)
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)
shareholder, etc.machine translation
「株主等」
In the actions to invalidate a company's incorporation or other acts concerning its organization (Article 828 onward), a stock company's shareholders, directors and liquidators, together with its company auditors where it has them, or its executive officers where it is a company with a nominating committee, etc.
Defined inArticle 828, paragraph (2), item (i)· applies only in this section
shareholders meeting, etc.
「株主総会等」
In the section on lawsuits about a company's organization and Article 937, paragraph (1), item (i)(g), a shareholders meeting (株主総会), class shareholders meeting (種類株主総会), organizational meeting (創立総会) or class organizational meeting (種類創立総会).
Short name set inArticle 830, paragraph (1)· applies only in this section and in Article 937, paragraph (1), item (i), (g)
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.
company auditor
監査役
An officer of a stock company, elected by the shareholders meeting (Companies Act, Article 329, paragraph (1)), whose job is to audit how the directors carry out their duties and to write an audit report on it (Article 381, paragraph (1)). Not an outside accountant — that is the financial auditor (会計監査人) — and not a director: a company auditor may not also be a director or employee of the company or its subsidiaries (Article 335, paragraph (2)). The term normally runs to the annual shareholders meeting for the last business year ending within four years of election (Article 336, paragraph (1)).
Written by AI using Companies Act, Arts. 329, 335, 336, 381 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.