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
Can You Commercially Use Generative AI Output in Japan? Copyright Article 30-4 and Output-Stage Risk
Whether you can commercially use generative AI output in Japan, from a copyright standpoint: how Article 30-4 relaxes the training stage and its proviso, the distinction between training and output, the reliance-plus-similarity test that applies at the output stage, mixed enjoyment purposes, the Agency for Cultural Affairs’ view, and practical steps.
Foreign Company Entering Japan: Choosing an Entity Type and the Governing Law of Your Contracts
How a foreign company can enter Japan: the differences among a representative office, a branch, and a subsidiary; comparing the KK and GK company forms; designing the governing law and dispute resolution of local contracts; inward direct investment filings under the Foreign Exchange Act; industry-specific licenses; and the practical steps.
Japan APPI Data Breach Reporting: A Guide for Foreign Companies (Deadlines & Notification)
How Japan’s APPI data breach reporting obligations apply to foreign companies handling the personal data of individuals in Japan, including extraterritorial reach, the four reportable breach categories, PPC two-stage reporting deadlines, individual notification, penalties, and the 2026 reform.
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
Q. How much does it cost to establish a company in Japan?
Q. Can directors be personally liable for damages?
Q. Is a shareholders' agreement legally binding in Japan?
Q. How enforceable are non-compete clauses after leaving a company?
Q. Can you terminate a business contract before it expires?
Q. How much does trademark registration cost and how long does it take?
Related Legal Terms
Recommended Articles
See allCorporate Law
Starting a Business in Japan: KK vs LLC Comparison
Comparing stock corporations (KK) and limited liability companies (GK/LLC) for business formation in Japan.
Read moreCorporate LawDirector Liability in Japan: Duties, Obligations, and Risks
Guide to director duties and liability in Japanese corporate law, including fiduciary duties and shareholder derivative suits.
Read moreCorporate LawLabor Compliance for Japanese Companies: Key Regulations and Penalties
Comprehensive guide to labor compliance for Japanese companies, covering key regulations and penalties.
Read moreCorporate LawIntellectual 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 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