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Share certificate of corporation in Japan

In the case she ( incorporator of corporation, stock company ) set up corporation (kabushiki gaisha ), she can decide whether her corporation issues share certificate or not.

In the case, her company issues share certificate ( Kabuken ), when shareholder transfers shares, the shareholder needs to deliver the share certificate to assignee.

Otherwise, transfer of shares does not become effective.

Then, when shareholder of her corporation transfers shares to other person, she can decide whether she and new shareholder need to obtain permit of her company.

On the other hand, she cannot prohibit from transfer of shares completely. 

Convocation general meeting of shareholders

Her company needs to convene the ordinary general meeting of shareholders within three months after the end of each business year, and an extraordinary general meeting of shareholders may be convened whenever necessary.

She needs to convene  shareholders meeting at least once a year.

She needs to make register of shareholders =  kabunushi meibo and register name and address of shareholders, the number of shares etc.

Based on register of shareholders, she will issue letter to convene shareholders.

In the case the consent of all shareholders is obtained, she can convene general meeting of shareholders without prior notice. 

Basically all resolutions of a general meeting of shareholders is be made by a majority of votes held by the attending shareholders entitled to exercise their voting rights.

Quorum of general shareholders meeting etc

Resolutions provided for in Article 309, Paragraph 2 of the Company Law ( important resolution, for example resolution to dismissal director, issue of shares etc. ) may be made by not less than two-thirds of the votes held by the attending shareholders who hold not less than one-third of the votes of shareholders entitled to exercise their voting rights.

Assumed that the number of shareholder is 100 and the number of shares with voting right is 100.

If 34 share holders attend the meeting of shareholders and 23 shareholders approve the resolution, the resolution is valid. 


Exercise of voting rights by Proxy

When a shareholder or its legal representative is not able to attend a general meeting of shareholders personally, he may entrust his voting rights to an attending shareholder who has voting rights.

However, a document evidencing the authority of a proxy must be filed with the Corporation.

Term of directors of corporation in Japan(You may need to change directors every 2 years )  ➡

Return to Incorporation of Stock company in Japan ➡

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