Article 2. Definitions
(Compare
Articles 53, 211-2, 260 & 280-19
of the former Commercial Code)
In
this Law, the meaning of the terminology listed in the items hereunder shall be
as provided for in each of the said items:
1. “Corporations” shall mean kabushiki kaisha (“kk” stock
corporation), gomei kaisha (partnership companies) , goshi kaisha (limited
partnerships) or godo kaisha (“LLC” limited liability corporations)
2. “Foreign
corporations” shall mean shall mean juridical persons established based on the
laws and regulations of foreign countries or otherwise are organizations of
foreign countries which are the same as corporations or similar to
corporations.
3. “Subsidiaries”
shall mean a juridical person which is a kabushiki kaisha in which a
corporation holds a majority of the voting rights of all the shareholders or
otherwise controls the management of a corporation, as provided by the
ordinance of the Ministry of Justice.
4. “Parent
corporation” shall mean a juridical person which is a corporation which has
made a kabushiki kaisha into a subsidiary or otherwise controls the management
of the said kabushiki kaisha, as provided by the ordinance of the Ministry of
Justice.
5. “Public
corporation” shall mean a kabushiki kaisha with articles of incorporation that
do NOT provide to the effect that the approval of the kabushiki kaisha is
required concerning the acquisition of shares acquired based on the transfer of all or part of the issued
shares.
6. “Large
corporations” shall mean kabushiki kaisha which satisfy any of the following
requirements:
(a) In the most recent business year having paid up capital of 500
million yen or more in the balance sheet (in the situations provided for in the
provisions of the first part of Article 439, meaning the balance sheet reported
to the regular annual shareholders meeting based on the provisions of the same
Article, meaning the balance sheet of Article 435, paragraph 1 in those
situations in the period up to the first regular annual shareholders meeting
after the establishment of the corporation.
(b) In
the most recent business year, having total liabilities entered in the balances
sheet of 20 billion yen or more.
7. “Corporation with Board of Directors” shall mean a kabushiki
kaisha with a board of directors or a kabushiki kaisha in which the
establishment of the board of directors is required based on the provisions of
this Law.
8. “Corporation
with Accounting Referee” shall mean a corporation in which is established an
accounting referee.
9. “Corporation
with Statutory Auditor” shall mean a kabushiki kaisha which has a statutory
auditor (excluding those with articles of incorporation which purport to
restrict the scope of the audit of the statutory auditor to the accounting) or a kabushiki kaisha in which the
establishment of a statutory auditor is required based on the provisions of
this Law.
10. “Corporation
with a Board of Auditors” shall mean a kabushiki kaisha which has established a
Board of Auditors or a kabushiki kaisha in which the establishment of a Board
of Auditors is required based on the provisions of this Law.
11. “Corporation
with an Accounting Auditor” shall
mean a kabushiki kaisha which has an Accounting Auditors or a kabushiki kaisha
in which the establishment of an Accounting Auditors is required based on the provisions of this Law.
12. “Corporation
with Committees” shall mean a kabushiki kaisha which has established a
nomination committee, an audit committee and a compensation committee
(hereinafter “the committees”)
13. “Corporation
Issuing Classes of Shares” shall mean a kabushiki kaisha which issues two or
more classes of shares which differ as to distribution of surpluses or such
other matters as listed in any of the items of Article 108, Paragraph 1.
14. “General
Meeting of Holders of Classes of Shares” shall mean a meeting by classes of shareholders (meaning
shareholders who hold the classes of shares in a Corporation Issuing Classes of
Shares. Hereinafter the same.)
15. “Outside
Director” shall mean a director of a kabushiki kaisha who is not a director
managing the business of the said kabushiki kaisha or the subsidiaries thereof
(meaning a kabushiki kaisha’s director falling under any of the items of
Article 363, paragraph 1 or any other director managing the business of the
said kabushiki kaisha. Hereinafter the same) nor an executive, manager or
employee, nor a party who in the past has served as a director managing the
business of the said kabushiki kaisha or of its subsidiaries, or as an
executive, manager or employee thereof.
16. “Outside
Statutory Auditor” shall mean a statutory auditor of a corporation that has not
served in the past as a director, accounting referee (when the accounting
referee is a juridical person, an employee who performed such duties),
executive, manager or employee of the said kabushiki kaisha or its
subsidiaries,
17. “Transfer
Restricted Shares” shall mean shares for which restrictions have been
established with respect to their
own transfer, requiring the approval of the kabushiki kaisha for the
acquisition thereof, for all or a part of the shares issued by the said
kabushiki kaisha.
18. “Shares
with Redemption Rights” shall mean shares, constituting all or part of the
shares issued by kabushiki kaisha,
established with provisions to the effect that the holders thereof can
demand the buy back thereof from the said kabushiki kaisha
19. “Mandatory
Share Purchase Restricted Shares” shall mean shares, constituting all or part
of the shares issued by a kabushiki kaisha, established with provisions to the
effect that the said shares can be acquired by the said kabushiki kaisha upon
the occurrence of certain fixed events.
20. “Unit
Shares Number” shall mean, in those situations where a kabushiki kaisha has
provided in its articles of incorporation to the effect that, with respect to
the shares issued by the kabushiki kaisha, a fixed number of shares which can exercise one vote at the
shareholders meeting or at the general meeting of holders of classes of
shares shall be a unit of shares, then that fixed number.
21. “New
Share Subscription Rights (warrants)” shall mean rights against a kabushiki
kaisha to receive shares of the said kabushiki kaisha based on the issuance
thereof.
22. “Bonds
with New Share Subscription Rights (warrant bonds)” shall mean corporate bonds
with new share subscription rights.
23. “Corporate
Bonds” shall mean monetary rights arising based an allotment made by the
corporation based on the provisions of this Law, with the said corporation as
an obligor thereto, and which are to be redeemed in accordance with the
determinations of the matters listed in the items of Article 676.
24. “Most
Recent Business Year” shall mean the most recent of the business years from
among the business years which have received the approval of Article 438,
Paragraph 2 (for those situations provided for in the first part of Article
439, the approval of Article 436, paragraph 3) with respect to the accounting
documents provided for in Article 435, Paragraph 2, in relation to each business year.
25. “Dividend
Assets” shall mean the assets to be distributed in those situations where a
kabushiki kaisha is to distribute surpluses.
26. “Organizational
Changes” shall, where a corporation in falls in a or b below, makes changes in
its organization making it a corporation of a or b.
a. Kabushiki kaisha, gomei kaisha, goshi kaisha, or godo kaisha
(LLC)
b. Gomei
kaisha, goshi kaisha, godo kaisha (LLC).
27. “Acquisition
Merger” shall mean a corporation merging with another corporation and all of
the rights and obligations of the corporation disappearing based on the merger
succeeded to by the corporation continuing in existence after the merger.
28. “New
Establishment Merger” shall mean two or more corporations merging and the new corporation established by the
merger succeeding to all the
rights and obligations of the corporations disappearing based on the merger.
29. “Absorption
Type De-merger” shall mean having
all or a part of the rights and obligations of a kabushiki kaisha or godo
kaisha (LLC) held in relation to their business, succeeded to by another corporation after de-merger.
30. “Corporate
Establishment by Corporate De-merger”
shall mean establishing a corporation based on one or two or more kabushiki kaisha or godo kaisha
(LLC) splitting off all or part of the rights and obligations held in relation
to their business and the new corporation succeeding thereto.
31. “Exchange
of Shares” shall mean having all of the issued and outstanding shares (meaning
the shares issued by the kabushiki kaisha. Hereinafter the same) issued by a
kabushiki kaisha acquired by another kabushiki kaisha or godo kaisha (LLC)
32. “Share
Transfer” shall mean having all of the issued and outstanding shares of a one
or two or more kabushiki kaisha acquired by a newly established kabushiki
kaisha.
33. “Method
of Public Announcement” shall mean the method of public announcement of
corporations (including foreign corporations) (excluding those which must be
made in the KANPO (Official Gazette) based on the provisions of this Law or
other laws).
34. “Electronic
Public Announcement” shall mean, from the among the methods of public
announcement, electromagnetic methods (methods the electronic data processing
organization utilizes or such other methods using data transmission
technologies as provided for by Ministry of Justice Ordinance) that are methods
provided for in Ministry of Justice Ordinance that are measures in a condition
such that information the substance of which unspecified and many parties
should be notified, can be received.
Disclaimer: This translation is for general reference purposes only and is provided on an “as is” basis with no warranties made whatsoever. Attorney Roderick H. Seeman (licensed in the USA) shall not be responsible for any consequences resulting from the use of this translation. Reliance must be placed on the original Japanese text of the laws. In the text of the translation article headings are added in parenthesis are not in the Japanese language original and are added only for the purposes of enhanced comprehension.
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Attorney Seeman’s Japanese stockbroker’s license that he passed on the first
attempt in Japanese (becoming the first qualifying Westerner). The exam is now
available in English due to claims that it was too difficult in Japanese.
Computerized translations of financial statements from securities
reports on 4000++ Japanese corporations?
