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Corporate LawLast updated: 2026-03-131 min readLawyer-Reviewed

Shareholders' Meeting Procedures in Japan: From Notice to Resolution

Key Takeaways

  • ✓Notice of convocation must be sent at least 2 weeks before the meeting
  • ✓Ordinary resolutions require a majority; special resolutions require two-thirds
  • ✓Shareholders meeting certain holding requirements can exercise proposal rights
  • ✓Defective resolutions may be subject to rescission or nullification

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Shareholders' meetings require notice 2 weeks prior for public companies (Companies Act Art. 299). Resolution types: ordinary (majority of attending votes for director elections), special (2/3 for amendments, mergers; Art. 309(2)), and super-special (majority + 2/3 of all votes). Shareholder proposals limited to 10 per person (Art. 305(4), 2021 reform). Resolution defects: cancellation suit within 3 months (Art. 831), nullity/non-existence suits have no deadline.

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This article provides general legal information and does not constitute legal advice. For specific legal issues, please consult with a qualified attorney.

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