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.
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
Free Tools for This Area
This article provides general legal information and does not constitute legal advice. For specific legal issues, please consult with a qualified attorney.
Related Articles
Starting a Business in Japan: KK vs LLC Comparison
Comparing stock corporations (KK) and limited liability companies (GK/LLC) for business formation in Japan.
Director Liability in Japan: Duties, Obligations, and Risks
Guide to director duties and liability in Japanese corporate law, including fiduciary duties and shareholder derivative suits.
Labor Compliance for Japanese Companies: Key Regulations and Penalties
Comprehensive guide to labor compliance for Japanese companies, covering key regulations and penalties.
Related Q&A
Related Legal Terms
Recommended Articles
See allCorporate Law
Intellectual Property Basics in Japan: Patents, Trademarks, and Copyrights
Overview of intellectual property rights in Japan: patents, trademarks, designs, and copyrights.
Read moreCorporate LawBusiness Succession in Japan: Family, M&A, and MBO Options
Guide to business succession options for Japanese SMEs, including tax benefits and the Business Succession Facilitation Act.
Read moreCorporate LawNon-Compete Agreements in Japan: Validity and Enforceability After Resignation
Enforceability of non-compete clauses after resignation in Japan based on court precedents.
Read moreCorporate LawWhistleblower Protection Act in Japan: Employee Rights and Corporate Obligations
Japan's Whistleblower Protection Act (2022 reform): employee protections and corporate compliance obligations.
Read moreCorporate LawCorporate Liability for Data Breaches in Japan: Response Obligations and Damages
Corporate legal obligations when personal data breaches occur in Japan under the APPI.
Read moreCorporate LawAntitrust and Cartel Regulation in Japan: Violations and Penalties
Japan's Antimonopoly Act: prohibited conduct, surcharges, and criminal penalties for cartels.
Read moreLawyer-Reviewed
Consult a Legal Professional Early
This article provides general information; outcomes vary by specific circumstances. Contact your local bar association for case-specific advice.
- Statutes & case law
- Free legal calculators
- Lawyer-reviewed