Article 68. Notice of Calling of General Meeting of Establishment

(Compare Article 180 of the former Commercial Code)

1. In calling a general meeting of establishment, the incorporators must give notice to the establishment shareholders 2 weeks prior to the date of the general meeting of establishment. (excluding when the matters listed in the previous Article (Article 67. (Decisions on Calling the General Meeting of Establishment)), paragraph 1, item 3 or item 4 have been decided, 1 week where the kabushiki kaisha to be established is not a public corporation (in the situation where the kabushiki kaisha to be established is other than a corporation with a board of directors, where the articles of incorporation provide for a shorter period of time, then that period of time)).

2. In the situations listed hereunder, the notice of the previous paragraph, must be in a document (in writing)

(1) When there have been the determinations of the matters listed in the previous Article (Article 67. (Decisions on Calling the General Meeting of Establishment)), Paragraph 1, items 3 & 4.

(2) In the situation where the kabushiki kaisha to be established is a corporation with a board of directors.

3. In substitution for the written notice of the previous paragraph, in accord with the provisions of Cabinet Order, and with the consent of the establishment shareholders, the incorporators can give notice by electromagnetic methods. In this situation, the written notice of the same paragraph shall be regarded as having been sent.

4. The notice of the previous two paragraphs, must have entered or recorded therein, the matters listed in the items of previous Article (Article 67. (Decisions on Calling the General Meeting of Establishment)), paragraph 1.

5. It is sufficient if the incorporators send the notice or warning to establishment shareholders to the address of Article 27. (Matters to be Entered or Recorded in the Articles of Incorporation), item 5 or Article 59. (Application for Shares to be Subscribed to at the Time of Incorporation), Paragraph 3, item 1 (where the establishment shareholders have notified the incorporators separately of a place or contact point where notices or warnings can be received, then that place or contact point).

6. The notices or warnings of the previous paragraph shall be regarded as having been delivered at a time when such notice or warning would ordinarily be delivered.

7. The provisions of the previous two paragraphs, shall apply mutatis mutandis to delivering documents to the establishment shareholders at the time of the notice of paragraph 1 or providing the information noted in the said written document via electromagnetic means. In this situation, the “delivered” of the previous paragraph, shall be reread as “documents delivered, or the said matters provided by electromagnetic means”

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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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