Article 45. Special Principles
Concerning the Validity of Appointments & Dismissals of Establishment
Officers.
1. In the situations where
the class of shares that can determine the matters listed in Article
108. (Differing
Classes of Shares), Paragraph 1, Item 8 at the time of the
establishment of the kabushiki kaisha, when there are determinations in the
articles of incorporation to the effect that it is necessary to have the vote
of the general meeting of holders of classes of shares concerning the matters
listed in each of the matters listed hereunder, as the details of the said
classes of shares, the matters determined in each of the said items, in accord
with the determinations of articles of incorporation, in addition to the
determinations based on the provisions of Article
40. (Method
of Appointment of Establishment Officers),
Paragraph 1, or Article
43. (Methods
of Dismissing Establishment Officers), Paragraph 1, if the decision is
made without a majority of the votes (limited to the votes concerning the
shares issued on the date of incorporation of the said class) of the
incorporators subscribing to shares issued on the day of incorporation of the
said class, it is not legally valid.
(1) The appointment or dismissal of
all or a part of the directors - then the appointment or dismissal of
establishment directors to be the said directors.
(2) The appointment or dismissal of all or a part
of the accounting referees - then the appointment or dismissal of establishment
accounting referees to be the said
accounting referees
(3) The appointment or dismissal of all or a part
of the statutory auditors - then the appointment or dismissal of establishment
statutory auditors to be the said
statutory auditors.
(4) The appointment or dismissal of all or a part
of the accounting auditors - then
the appointment or dismissal of establishment accounting auditors to be the said accounting auditors
2. In the situation of the previous Paragraph, the incorporators
shall have one vote for every share of the shares issued at establishment in
the performance of investment. Provided, however, in those situations where the
articles of incorporation provide for unit shares, they shall have one vote for
every unit share issued at the time of incorporation.
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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