A register kept in two hands
What the Companies Act requires of a shareholder meeting, a director appointment or a share transfer, set beside what a company actually does when the moment arrives. Helix Clinic writes these notes in plain English for the people who run small Japanese kabushiki kaisha.
The name comes from the domain: Helix Clinic is a desk for corporate-governance information and is not a medical clinic. Nothing on this site concerns health, treatment or patients.
Write to the office See the three notesInformation, not legal advice
Helix Clinic is not a law firm. Nobody here is presented as a lawyer (bengoshi), judicial scrivener (shiho-shoshi) or administrative scrivener (gyosei-shoshi). The notes explain general rules of the Companies Act in plain words; they do not give an opinion on your company, and they do not replace a qualified professional. Registration filings, disputes and anything contested belong with one.
What the notes are for
Governance in a small or family-held company is rarely dramatic. It is a matter of notices sent on time, resolutions worded the way the statute expects, and minutes kept where somebody can find them later. Each note sets one requirement beside the step it calls for, so that a company secretary or a director can see both on the same sheet and keep the sheet.
Register index
Shareholder meeting procedure
Convening, notice periods, agenda items, ordinary and special resolutions, and the minutes that follow (Companies Act Arts. 296 to 320).
Director appointment and removal
Election, terms of office, the director who stays on after a term ends, and the two-week registration window (Arts. 329 to 346 and 915).
Board resolutions and minutes
What a board of directors decides, how a quorum is counted, and how the decision is recorded and kept (Arts. 362 to 371).
Share transfer restrictions
Approval under the articles, the company's two-week reply period, and the entry in the shareholder register (Arts. 107, 108, 130 to 145).
Dividend decisions
Who decides on a dividend, and the distributable-amount limit that sits behind the resolution (Arts. 453 to 461).
How a note is put together
-
01
You write to the office with a short description and, where relevant, a copy of the articles of incorporation.
-
02
The statutory provision is set out beside the step it calls for, and the articles are read for clauses that change the default rule.
-
03
You receive a written note by e-mail, with blank outlines you can fill in yourselves and keep on file.
Notice periods, for reference
| Company form | Minimum notice | Form of notice |
|---|---|---|
| Public company (a company whose shares are not all subject to a transfer restriction) | 2 weeks before the meeting | In writing, because a public company must have a board |
| Non-public company with a board of directors | 1 week; the articles cannot shorten it | In writing |
| Non-public company without a board | 1 week, or the shorter period the articles set | Oral notice is enough unless shareholders may vote in writing or electronically |
The period depends on the company form, not on whether the meeting is ordinary or extraordinary. Notice can be skipped altogether when every shareholder consents (Art. 300), except where written or electronic voting is allowed. Reference only: read the current text on e-Gov and your own articles before relying on it.
Three ways to begin
Shareholder Meeting Notes
One written note for one meeting, from notice to minutes.
from ¥24,500
About the meeting notes
Director Appointment Outline
An outline of the steps for one appointment, re-election or resignation.
from ¥19,500
About the director outline
Share Transfer Briefing
A ninety-minute session on the routes a transfer can take.
from ¥13,800
About the transfer briefingContact the office
E-mail to info@helix-clinic.com or a call to +81 276-67-5428 reaches the office directly. The form below carries the same fields. Please keep confidential documents and other people's personal data out of a first message.
Office details
Operator
The operator of Helix Clinic. Name and registration details are given on request, and in the commercial notice.
Address
1-6-7 Higashihoncho, Ota, Gunma 373-0026, Japan
Phone