Article 68Notices of Calling Organizational Meetings
第六十八条（創立総会の招集の通知）
In order to call an organizational meeting, incorporators must dispatch notice thereof to the shareholders at incorporation no later than two weeks (or one week if the stock company to be incorporated is not a public company, except if the matters set forth in paragraph (1), item (iii) or item (iv) of the preceding Article are decided (or if a shorter period of time is provided for in the articles of incorporation if the stock company to be incorporated is a stock company other than a company with board of directors, relevant shorter period of time)) prior to the day of the organizational meeting.
The notice referred to in the preceding paragraph must be in writing in the following cases:
次に掲げる場合には、前項の通知は、書面でしなければならない。
if the matters set forth in paragraph (1), item (iii) or item (iv) of the preceding Article are decided; or
if the stock company to be incorporated is a company with board of directors.
設立しようとする株式会社が取締役会設置会社である場合
In lieu of the dispatch of the written notice referred to in the preceding paragraph, the incorporators may dispatch the notice by electronic or magnetic means, with the consent of the shareholders at incorporation, in accordance with the provisions of Cabinet Order. In these cases, relevant incorporators are deemed to have dispatched the written notice under that paragraph.
The notice under the preceding two paragraphs must specify or record the matters set forth in each item of paragraph (1) of the preceding Article.
It would be sufficient for a notice or demand to a shareholder at incorporation by the incorporators to be sent to the address under Article 27, item (v), or Article 59, paragraph (3), item (i) (or, if relevant shareholder at incorporation notifies the incorporator of a different place or contact address for the receipt of notices or letters of demand, to that place or contact address).
発起人が設立時株主に対してする通知又は催告は、第二十七条第五号又は第五十九条第三項第一号の住所（当該設立時株主が別に通知又は催告を受ける場所又は連絡先を発起人に通知した場合にあっては、その場所又は連絡先）にあてて発すれば足りる。
The notice or demand referred to in the preceding paragraph is deemed to have arrived at the time when the notice or demand should normally have arrived.
前項の通知又は催告は、その通知又は催告が通常到達すべきであった時に、到達したものとみなす。
The provisions of the preceding two paragraphs apply mutatis mutandis to cases where a writing is given to the shareholders at incorporation when giving the notice referred to in paragraph (1), or to cases where the information to be detailed in relevant writing is provided by electronic or magnetic means. In these cases, the term "to have arrived" in the preceding paragraph is deemed to be replaced with "to have been given in relevant writing or to have been provided by electronic or magnetic means with the information".
Article 69Omission of Calling Procedures
第六十九条（招集手続の省略）
Notwithstanding the provisions of the preceding Article, organizational meetings may be held without the procedures of calling if the consent of all shareholders at incorporation is obtained; provided, however, that this does not apply if the matters set forth in Article 67, paragraph (1), item (iii) or item (iv) are decided.
前条の規定にかかわらず、創立総会は、設立時株主の全員の同意があるときは、招集の手続を経ることなく開催することができる。ただし、第六十七条第一項第三号又は第四号に掲げる事項を定めた場合は、この限りでない。
Article 70Giving of Reference Documents for Organizational Meetings and Voting Forms
第七十条（創立総会参考書類及び議決権行使書面の交付等）
If the matters set forth in Article 67, paragraph (1), item (iii) are decided, the incorporators must, when dispatching a notice under Article 68, paragraph (1), give the shareholders at incorporation documents stating matters of reference for voting (hereinafter in this Subsection referred to as " reference documents for an organizational meeting") and documents to be used by the shareholders at incorporation to exercise votes (hereinafter in this Subsection referred to as "voting form"), as prescribed by Ministry of Justice Order.
発起人は、第六十七条第一項第三号に掲げる事項を定めた場合には、第六十八条第一項の通知に際して、法務省令で定めるところにより、設立時株主に対し、議決権の行使について参考となるべき事項を記載した書類（以下この款において「創立総会参考書類」という。）及び設立時株主が議決権を行使するための書面（以下この款において「議決権行使書面」という。）を交付しなければならない。
If the incorporators dispatch notices by electronic or magnetic means as referred to in Article 68, paragraph (3) to shareholders at incorporation who have given consent under the same paragraph, the incorporators may provide, in lieu of the giving of reference documents for an organizational meeting and voting form pursuant to the provisions of the preceding paragraph, the information to be detailed in these documents by electronic or magnetic means; provided, however, that, if requested by any shareholder at incorporation, the incorporators must give these documents to relevant shareholder at incorporation.
第七十一条
If the matters set forth in Article 67, paragraph (1), item (iv) are decided, the incorporators must, when dispatching notice under Article 68, paragraph (1), give the shareholders at incorporation the reference documents for an organizational Meeting as prescribed by Ministry of Justice Order.
発起人は、第六十七条第一項第四号に掲げる事項を定めた場合には、第六十八条第一項の通知に際して、法務省令で定めるところにより、設立時株主に対し、創立総会参考書類を交付しなければならない。
If the incorporators dispatch notices by electronic or magnetic means as referred to in Article 68, paragraph (3) to shareholders at incorporation who have given consent under the same paragraph, the incorporators may provide, in lieu of the giving of reference documents for an organizational meeting pursuant to the provisions of the preceding paragraph, the information to be detailed in these documents by electronic or magnetic means; provided, however, that, if requested by any shareholder at incorporation, the incorporators must give the reference documents for an organizational meeting to relevant shareholders at incorporation.
In the cases provided for in paragraph (1), when using electronic or magnetic means as referred to in Article 68, paragraph (3) to notify shareholders at incorporation that have given the consent referred to in that paragraph, the incorporators must use those electronic or magnetic means to provide the shareholders at incorporation with the information that is required to be detailed in the voting form, as prescribed by Ministry of Justice Order.
In the cases provided for in paragraph (1), if any shareholder at incorporation who has not given consent under Article 68, paragraph (3) requests, no later than one week prior to the day of the organizational meeting, to be provided with the information that is required to be detailed in the voting form by electronic or magnetic means, the incorporators must use electronic or magnetic means to immediately provide the shareholder at incorporation with that information, as prescribed by Ministry of Justice Order.
第七十二条（議決権の数）
Shareholders at incorporation (excluding shareholders at incorporation prescribed by Ministry of Justice Order as entities in a relationship that may allow the stock company after the formation to have substantial control of the entity through the holding of one quarter or more of the votes of all shareholders of the entity or other reasons) are entitled to one vote for each one share issued at incorporation for which they subscribed at organizational meetings; provided, however, that, if a share unit is provided for in the articles of incorporation, they are entitled to one vote for each one unit of the shares issued at incorporation.
If the stock company to be incorporated is a company with class shares, if it issues shares issued at incorporation of a class that has restrictions on matters for which votes may be exercised at the shareholders meeting, the shareholders at incorporation may exercise, at the organizational meeting, votes with respect to relevant shares issued at incorporation only in relation to matters that are equivalent to the matters for which they may vote at the shareholders meeting.
Notwithstanding the provisions of the preceding paragraph, shareholders at incorporation may exercise votes with respect to the shares issued at incorporation for which they subscribed in relation to the discontinuation of the incorporation of the stock company.
Article 73Resolutions at Organizational Meetings
第七十三条（創立総会の決議）
Resolutions at an organizational meeting will be passed by a majority of the votes of the shareholders at incorporation entitled to vote at relevant organizational meeting, being a majority of two thirds or more of the votes of relevant shareholders at incorporation who are present at the meeting.
Notwithstanding the provisions of the preceding paragraph, if the articles of incorporation are amended creating provisions to the effect that, as a feature of all shares issued by a stock company, the approval of relevant stock company is required for the acquisition of relevant shares by transfer (excluding cases where the stock company to be incorporated is a company with class shares), the resolution at the organizational meeting with respect to relevant amendment in the articles of incorporation must be passed by a majority of the shareholders at incorporation entitled to vote at relevant organizational meeting, being a majority of two thirds or more of the votes of relevant shareholders at incorporation.
If it is intended to create, as a feature of all shares issued by a stock company, any provisions in articles of incorporation with respect to the matters set forth in Article 107, paragraph (1), item (iii) by amending the articles of incorporation, or to effect any amendment (excluding that which repeals provisions of the articles of incorporation with respect to relevant matters) in the articles of incorporation with respect to relevant matters (excluding cases where the stock company to be incorporated is a company with class shares), the consent of all shareholders at incorporation must be obtained.
定款を変更してその発行する全部の株式の内容として第百七条第一項第三号に掲げる事項についての定款の定めを設け、又は当該事項についての定款の変更（当該事項についての定款の定めを廃止するものを除く。）をしようとする場合（設立しようとする株式会社が種類株式発行会社である場合を除く。）には、設立時株主全員の同意を得なければならない。
At an organizational meeting, matters other than the matters set forth in Article 67, paragraph (1), item (ii) may not be resolved; provided, however, that this does not apply to amendment in the articles of incorporation or discontinuation of the incorporation of a stock company.
創立総会は、第六十七条第一項第二号に掲げる事項以外の事項については、決議をすることができない。ただし、定款の変更又は株式会社の設立の廃止については、この限りでない。
第七十四条（議決権の代理行使）
Shareholders at incorporation may vote by proxy. In these cases, the shareholders at incorporation or proxies must submit to the incorporators a document evidencing the authority of proxy.
設立時株主は、代理人によってその議決権を行使することができる。この場合においては、当該設立時株主又は代理人は、代理権を証明する書面を発起人に提出しなければならない。
The grant of the authority of proxy under the preceding paragraph must be made for each organizational meeting.
The shareholders at incorporation or proxies referred to in paragraph (1) may, in lieu of submitting a document evidencing the authority of proxy, use electronic or magnetic means to provide the incorporators with the information that is required to be detailed in such a document, with the approval of the incorporators and pursuant to the provisions of Cabinet Order. In these cases, the shareholders at incorporation or proxies are deemed to have submitted relevant document.
If the shareholders at incorporation are persons who gave consent under Article 68, paragraph (3), the incorporators may not refuse to grant the approval under the preceding paragraph without justifiable reasons.
The incorporators may restrict the number of proxies who may attend the organizational meeting.
発起人は、創立総会に出席することができる代理人の数を制限することができる。
The incorporators (or the stock company after the formation of relevant stock company; the same applies in paragraph (3) of the following Article and Article 76, paragraph (4)) must keep the documents evidencing the authority of proxy and any electronic or magnetic record in which the information with which it has been provided by electronic or magnetic means as referred to in paragraph (3) has been recorded at a place designated by the incorporators (or at the head office of the stock company after the formation of relevant stock company; the same applies in paragraph (3) of the following Article and Article 76, paragraph (4)) for the period of three months from the day of the organizational meeting.
The shareholders at incorporation (or the shareholders of the stock company after the formation of relevant stock company; the same applies in paragraph (4) of the following Article and Article 76, paragraph (5)) may submit the following request at any time during the hours designated by the incorporators (or during the business hours of the stock company after the formation of relevant stock company; the same applies in paragraph (4) of the following Article and Article 76, paragraph (5)):
requests for the inspection or copying of the documents evidencing the authority of proxy; and
代理権を証明する書面の閲覧又は謄写の請求
requests to inspect or copy anything that is used in a manner prescribed by Ministry of Justice Order to display the information recorded in the electronic or magnetic record referred to in the preceding paragraph.
第七十五条（書面による議決権の行使）
The exercise of voting rights in writing is effected by entering the voting form with the necessary matters and submitting it to the incorporators no later than the time prescribed by Ministry of Justice Order.
書面による議決権の行使は、議決権行使書面に必要な事項を記載し、法務省令で定める時までに当該議決権行使書面を発起人に提出して行う。
The number of the votes exercised in writing pursuant to the provisions of the preceding paragraph is included in the number of the votes of the shareholders at incorporation who are present at the meeting.
The incorporators must keep the voting forms submitted pursuant to the provisions of paragraph (1) at a place designated by the incorporators for the period of three months from the day of the organizational meeting.
The shareholders at incorporation may make requests for the inspection or copying of the voting forms submitted pursuant to the provisions of paragraph (1) at any time during the hours designated by the incorporators.
Article 76Voting by Electronic or Magnetic Means
第七十六条（電磁的方法による議決権の行使）
The exercise of voting rights by electronic or magnetic means is effected by using electronic or magnetic means to provide the incorporators with the information that is required to be entered in the voting form no later than the time prescribed by Ministry of Justice Order, with the approval of the incorporators and pursuant to the provisions of Cabinet Order.
If the shareholders at incorporation are persons who have given consent under Article 68, paragraph (3), the incorporators may not refuse to give the approval under the preceding paragraph without justifiable reasons.
The number of the votes exercised by electronic or magnetic means pursuant to the provisions of paragraph (1) is included in the number of the votes of the shareholders at incorporation who are present at the meeting.
The incorporators must keep any electronic or magnetic record in which the information with which they have been provided pursuant to the provisions of paragraph (1) is recorded at a place designated by the incorporators for the period of three months from the day of the organizational meeting.
The shareholders at incorporation may, at any time during the hours designated by the incorporators, request to inspect or copy anything that is used in a manner prescribed by Ministry of Justice Order to display the data recorded in the electronic or magnetic record referred to in the preceding paragraph.