If one or multiple stock companies effect a share transfer, the registration of incorporation must be completed with regard to the stock company that is incorporated in the share transfer, at the location of the head office, within two weeks from whichever of the following days that is the latest:
一又は二以上の株式会社が株式移転をする場合には、次に掲げる日のいずれか遅い日から二週間以内に、株式移転により設立する株式会社について、その本店の所在地において、設立の登記をしなければならない。
the day of the resolution at the shareholders meeting referred to in Article 804, paragraph (1);
第八百四条第一項の株主総会の決議の日
if a resolution at a general meeting of class shareholders is required to effect the share transfer, the day of the resolution;
the day on which twenty days have elapsed from the day of the notice under the provisions of Article 806, paragraph (3) or the public notice referred to in paragraph (4) of that Article;
if there are share option holders who are to receive the notice under the provisions of Article 808, paragraph (3), the day on which twenty days have elapsed from the day of the notice under the provisions of that paragraph or the public notice referred to in paragraph (4) of that Article;
if the procedures under the provisions of Article 810 need to be carried out, the day on which relevant procedures were completed; or
第八百十条の規定による手続をしなければならないときは、当該手続が終了した日
the day decided on by the stock company effecting the share transfer (or, if two or more stock companies jointly effect the share transfer, the day decided on by an agreement between relevant two or more stock companies effecting the share transfer).
株式移転をする株式会社が定めた日(二以上の株式会社が共同して株式移転をする場合にあっては、当該二以上の株式移転をする株式会社が合意により定めた日)
Read this with the articles around it
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 transfer
「株式移転」
One or more stock companies having all of their issued shares acquired by a newly formed stock company, which becomes their sole owner.
Defined inArticle 2, paragraph (1), item (xxxii)· applies throughout the law
registration
登記
Entry in a public register kept by a registry office (登記所) — a Legal Affairs Bureau or one of its branch offices — so that the matter is made public (Real Property Registration Act, Articles 1 and 6, paragraph (1)). Rights in land and buildings, such as ownership, a superficies (地上権), a statutory lien (先取特権), a mortgage and a right of lease (賃借権), can be registered under that Act (Article 3), and matters the Commercial Code, the Companies Act and other Acts require to be registered are registered under the Commercial Registration Act (Article 1). Registration also lets a right be asserted against third parties: acquiring, losing or changing a right in rem (物権) in land or a building, such as ownership, cannot be asserted against third parties until it is registered (Civil Code, Article 177), and a matter the Companies Act requires to be registered cannot be asserted against a third party who does not know of it until it has been registered, nor, even after that, against one who had a justifiable reason for not knowing of the registration (Companies Act, Article 908, paragraph (1)).
Written by AI using Real Property Registration Act, Arts. 1, 3, 6, Commercial Registration Act, Art. 1, Civil Code, Art. 177 and Companies Act, Art. 908 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.