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Types of resolution methods for general meetings of shareholders –BUSINESS LAWYERS

Types of shareholders’ meeting resolutions

The general meeting of shareholders is the highest decision-making body of a joint-stock company, and as long as it is a joint-stock company, it is held at least once a year (see Article 295, Paragraph 1 and Article 296, Paragraph 1 of the Companies Act).

Regarding the method of resolution of this general meeting of shareholders, the minimum percentage of shares or shareholders sufficient for the general meeting of shareholders to be established is “.quorum“, Which is the percentage of shares that decide for or against.”Number of votesByOrdinary resolution,Special resolution,Special resolutionIt can be roughly divided into three.

Due to the large number of resolutions at a general meeting of shareholders, the law sets the requirements for resolutions different depending on their importance.

Ordinary resolution

Unless otherwise specified in the resolution method, in principleIt is resolved by an ordinary resolution that is attended by a shareholder with a majority of the voting rights that can be exercised and requires a majority of the voting rights of the shareholders present.(Article 309, Paragraph 1 of the Companies Act).

Special resolution / special resolution

The Companies Act imposes stricter requirements than ordinary resolutions when resolving certain important matters.Special resolution,Special resolutionIt’s called.

 Special resolutionteeth,Shareholders with a majority of the voting rights that can be exercised are present and require a large number of approvals by at least two-thirds of the voting rights of the attending shareholders.(Article 309, Paragraph 2 of the Companies Act).

 Special resolutionteeth,More than half of the shareholders who can exercise their voting rights and need a large number of approvals, which is more than two-thirds of the voting rights of the shareholders.(Article 309, Paragraph 3 of the Companies Act).

The table below summarizes the quorum and quorum.

[Quorum / decision number at general meeting of shareholders]

Quorum / decision number at general meeting of shareholders

Special Provisions Ordinary Resolutions / Special Special Resolutions

In addition, there are special provisions ordinary resolutions and special special resolutions.

 Special provisions ordinary resolutionIsWhereas ordinary ordinary resolutions can exclude the quorum by the articles of incorporation, the articles of incorporation also do not allow the quorum to be less than one-third.Say (Article 341 of the Companies Act).

 Special special resolutionIsMore than half of all shareholders (more than this can be specified in the articles of incorporation) (number of heads requirement), and more than 3/4 of the voting rights of all shareholders (more than this can be specified in the articles of incorporation) To be resolved by(Company Law, Article 309, Paragraph 4).

Consent of all shareholders

In addition, some resolutions require the consent of all shareholders.

Resolutions of various resolutions

See the table below for resolution requirements and matters.
As mentioned above, resolution requirements are set in stages according to the importance of the matters to be resolved.

It is difficult to remember everything because there are many matters to be resolved at a general meeting of shareholders, but it takes time and money to hold a general meeting of shareholders. It is a good idea to know in advance the matters that require a resolution at a general meeting of shareholders, and among those that require a special resolution, the basic ones.

The election and dismissal of officers (directors, accounting advisors, corporate auditors) is basically a special ordinary resolution, but it should be noted that the dismissal of corporate auditors requires a special resolution.

Resolution requirements Resolutions
Ordinary resolution
(Article 309, Paragraph 1)
  1. Appointment of accounting auditor (Article 329, Paragraph 1), dismissal (Article 339, Paragraph 1), non-reappointment (Article 338, Paragraph 2)
  2. Remuneration for officers (Article 361, Paragraph 1, Article 379, Paragraph 1, Article 387, Paragraph 1)
  3. Dividend of surplus (Article 454, Paragraph 1)
  4. Acquisition of treasury stock by agreement (Article 156, Paragraph 1)
  5. Decrease in the amount of stated capital determined at the Ordinary General Meeting of Shareholders within the range not exceeding the amount of deficit (Article 447, Paragraph 1, Article 309, Paragraph 2, Item 9)
  6. Reduction of reserve amount (Article 448, Paragraph 1)
  7. Increase in capital stock and capital reserve due to a decrease in the amount of surplus (Article 450, Paragraph 2, Article 451, Paragraph 2)
  8. Other disposal of surplus (Article 452)
  9. Approval of competitive transactions of directors in companies without a board of directors (Article 356, Paragraph 1, Article 365, Paragraph 1)
  10. Compensation contracts for directors and determination of D & O insurance in companies without a board of directors (Article 430-2, Article 430-3)
Special provisions ordinary resolution
(Article 341)
  1. Appointment of Directors, Accounting Advisors, and Audit & Supervisory Board Members (Article 329)
  2. Dismissal of directors (excluding those appointed by cumulative voting) and accounting advisors (Article 339, Paragraph 1, Article 342, Paragraph 6)
Special resolution
(Article 309, Paragraph 2)
  1. Decision of purchase by the company in response to a request for approval of transfer, etc. (Article 140, Paragraph 2), designation of a designated purchaser in a company without a board of directors (Article 140, Paragraph 5)
  2. Acquisition of treasury stock by agreement (Article 156, Paragraph 1 and Article 160, Paragraph 1)
  3. Acquisition of all class shares with all acquisition clause (Article 171, Paragraph 1), Request for sale to heirs, etc. (Article 175, Paragraph 1)
  4. Reverse stock split (Article 180, Paragraph 2)
  5. Determination of offering items for issuance of offered shares (Article 199, Paragraph 2), delegation of offering decisions to the Board of Directors (Article 200, Paragraph 1), determination of allocation of shares to shareholders (Directors and directors of transfer-restricted companies) (When there is no delegation to the board of directors) (Article 202, Paragraph 3, Item 4), Allocation of restricted shares in a company without a board of directors (Article 204, Paragraph 2), Approval of total underwriting contract (Article 205, Paragraph 2)
  6. Decisions on offering matters related to issuance of stock acquisition rights (Article 238, Paragraph 2), delegation of decisions on offering matters to directors (Article 239, Paragraph 1), decisions on allocation of stock acquisition rights to shareholders (private company) (When there is no delegation to the directors / board of directors) (Article 241, Paragraph 3, Item 4), Allotment of offered stock acquisition rights and transfer-restricted stock acquisition rights for the purpose of transfer-restricted shares in companies without a board of directors (Article 243 2) Paragraph) ・ Approval of total underwriting contract (Article 244, Paragraph 3)
  7. Dismissal of directors (those appointed by the cumulative voting system (excluding directors who are audit and supervisory committee members)), directors who are audit and supervisory committee members, and corporate auditors (Article 339, paragraph 1)
  8. Partial exemption from liability for damages to officers (Article 425, Paragraph 1)
  9. Decrease in the amount of stated capital (except when the amount of deficit is not exceeded at the ordinary general meeting of shareholders) (Article 447, Paragraph 1)
  10. In-kind distribution that does not give the right to claim money distribution (Article 454, Paragraph 4)
  11. Dissolution of articles of incorporation, business transfer, etc.
  12. Merger, company split, stock swap, stock transfer, stock delivery
Special resolution
(Article 309, Paragraph 3)
  1. Amendment of Articles of Incorporation to impose transfer restrictions on all shares
  2. Approval of absorption-type merger agreement / share exchange agreement for a company extinguished in an absorption-type merger or a wholly-owned subsidiary in a share exchange is a public company and all or part of the consideration is restricted shares, etc. (Article 783, Paragraph 1)
  3. Approval of a new merger agreement / stock transfer plan for a company that has been extinguished in a new merger or a wholly-owned subsidiary for stock transfer is a public company and all or part of the consideration is restricted shares, etc. (Article 804, Paragraph 1)
Special special resolution
(Article 309, Paragraph 4)
Amendments to the Articles of Incorporation (Article 109, Paragraph 2) to the effect that each shareholder in a private company will be treated differently (excluding those that abolish the provisions of the Articles of Incorporation)
Consent of all shareholders
  1. Exemption from liability of founders, directors at the time of establishment, corporate auditors at the time of establishment, officers, etc., business executors, etc.
  2. Amendment of Articles of Incorporation (excluding cases where the company is a class share issuer) to add an acquisition clause to all shares or change the content of the acquisition clause (excluding those that abolish the provisions of the Articles of Incorporation) (Article 110)
  3. The Articles of Incorporation shall be amended after the issuance of shares to establish or amend the Articles of Incorporation to the effect that additional claims of other shareholders will not be granted when treasury stock is acquired from a specific shareholder (in the Articles of Incorporation). Amendment of Articles of Incorporation for (excluding those that abolish provisions) (Article 164, Paragraph 2)
  4. Omission of procedures for convening a general meeting of shareholders (Article 300)
  5. Omission of resolutions at shareholder meetings (requires written consent of all shareholders who can exercise their voting rights in this matter) (Article 319, Paragraph 1)
  6. Omission of reporting to general meeting of shareholders (Article 320)
  7. Organizational change (Article 776, Paragraph 1)
  8. Approval of absorption-type merger agreement / share exchange agreement for a company extinguished in an absorption-type merger or a wholly-owned subsidiary in a share exchange when the company is not a class share issuer and all or part of the consideration is equity, etc. (Article 783, Paragraph 2)
  9. Approval of new merger agreement when the founding company is an equity company (Article 804, Paragraph 2)

(Reference: Tetsu Aizawa et al., “Explanation of Issues, New Corporate Law,” p. 263 (Commercial Legal Affairs, 2006))

* In the table, the numbers in parentheses are the Article Numbers of the Companies Act.

* Notes in bold

[Related BUSINESS LAWYERS LIBRARY books]

“Reiwa First Year Revision Response Illustrated Mechanism of the New Companies Act (4th Edition)”
Release date: April 24, 2020
Publisher: Toyo Keizai Inc.
Edited and written by: Yoichiro Hamabe
Read in BUSINESS LAWYERS LIBERARY


“Company Law Practice Manual, 2nd Edition-Practice and Format of Management of Co., Ltd.-Volume 2 General Meeting of Shareholders, Directors, Audit & Supervisory Board Members”
Release date: January 20, 2017
Publisher: Gyosei
Edited and written by: Corporate Law Practice Study Group, Toru Fukayama
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December 1, 2017: 1. Of the types of resolutions at general meetings of shareholders, , the description of the number of votes for special resolutions has been revised.

March 1, 2021: In line with the enforcement of the “Law for Partial Amendment of the Companies Act” (Reiwa 1st Year Law No. 70), it was revised and revised through the article.


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