Article 37. Determining the Total
Number of Shares That Can be Issued.
(Compare Article 166 of the
former Commercial Code)
1. In the situation where the number of shares that a kabushiki
kaisha can issue (hereinafter
“total number of shares that can be issued”) has not been determined in the
articles of incorporation, with the agreement of all the incorporators, by the
time of the establishment of the kabushiki kaisha, the incorporators must amend
the articles of incorporation and determine the “total number of shares that can be issued”
2. In
the situation where the “total
number of shares that can be issued”
has been determined in the articles of incorporation, the incorporators
may, with the agreement of all incorporators, amend the articles of
incorporation concerning the “total number of shares that can be issued” by the
time of the establishment of the corporation.
3. The
number of shares to be issued at the time of incorporation can not fall below
1/4th of the “total number of shares that can be issued.” Provided, however,
this shall not apply where the kabushiki kaisha to be established is not to be
a public corporation.
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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