JAPAN Law and Practice Contributed by: Akira Matsushita and Hideki Ben, Mori Hamada
the end of each business year; usually, a company’s articles of incorporation specify the timing of the AGM. In order to hold an AGM, generally a company must give a convocation notice to shareholders two weeks before the date of the AGM. However, the Companies Act stipulates the following exceptions: • if the company obtains the consents of all the shareholders and the company does not use voting cards or electronic voting cards, the notice can be omitted; or • if the company is a private company (other than private companies that adopt the electronic provi- sion of materials for general meetings of sharehold- ers) and does not use voting cards or electronic voting cards, the notice period will be one week before the date of the AGM, provided that, if the company does not have a board of directors, the period may be shortened by a provision in the company’s articles of incorporation. The convocation notice must provide: • the date, time and place of the meeting; • the agendas of the meeting; • whether voting cards or electronic voting cards are used; and • other matters prescribed by the Ministry of Justice of Japan. Upon the enforcement of the amendment to the Com- panies Act and other relevant acts on 1 September 2022, listed companies are required to upload infor- mation and materials for the AGM and other such shareholders’ meetings to a web page three weeks before the meeting to ensure that shareholders can download them. Other companies that adopt the elec- tronic provision of materials for general shareholders’ meetings must do the same. Common agenda items at an AGM include: • elections of directors and statutory auditors; • distribution of dividends; • compensation of directors and statutory auditors; and • the approval of financial statements.
However, with respect to the financial statements, if the company has an accounting auditor and the accounting auditor opines that the financial state- ments are accurate and appropriate, only the report of the financial statement to the AGM is required (ie, the approval by the AGM is not required). A stock company may hold other general sharehold- ers’ meetings (apart from the AGM), if necessary. 2.2 Notice of Shareholders’ Meetings There are no significant differences between the con- vocation notices delivered for an AGM and other gen- eral shareholders’ meetings. 2.3 Procedure and Criteria for Calling a General Meeting Directors, as well as certain shareholders, can call a general shareholders’ meeting. A shareholder of a public company who owns at least 3% of the voting rights of all shareholders in the company, consecutive- ly for the preceding six months or more, may demand that the directors call a general shareholders’ meeting regarding any matter that the shareholder calling the meeting is entitled to vote on, unless otherwise pro- vided for in the articles of incorporation (Article 297 of the Companies Act). The holding period requirement does not apply to shareholders of a private company. If the calling procedure for a general shareholders’ meeting is not implemented without delay after the demand by the shareholder, or if the notice calling the general shareholders’ meeting to be held within eight weeks of the date of demand is not dispatched, the shareholder who made the demand may call the general shareholders’ meeting with the permission of the court. In this case, the shareholder can prepare and send the convocation notice to all shareholders on behalf of the company. 2.4 Information and Documents Relating to the Meeting All shareholders are entitled to receive the convoca- tion notice for a general shareholders’ meeting except for shareholders who do not have the right to vote on any matter to be voted on at such meeting. In connec- tion with the AGM, directors must provide a business report and financial statements to the shareholders.
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