A meeting that leaves a record behind it
One written note for one shareholder meeting cycle, so that the notice, the resolutions and the minutes hold together afterward.
All notesWhat the note covers
- The notice period that applies to your company form, and whether the notice has to be in writing (Art. 299).
- What a convocation notice has to state, and when notice can be skipped because every shareholder consents (Arts. 298 and 300).
- For each agenda item, whether an ordinary or a special resolution is needed, and the quorum and majority that go with it (Art. 309).
- How proxies and written resolutions work, and what the articles may change (Arts. 310 and 319).
- What the minutes must contain and how long they are kept (Art. 318 and Art. 72 of the Ordinance for Enforcement of the Companies Act).
Why it comes up
In companies where the shareholders are relatives, the annual meeting often turns into a conversation. Decisions are made, but the notice period is skipped, the resolution type is never quite named, and the minutes, if they exist, are written weeks later from memory. It rarely matters on the day. It matters when a bank, a buyer or the registry asks for a paper that was never created, and the paper cannot be rebuilt honestly after the fact.
How it is prepared
The note is built from the articles of incorporation and a short description of the meeting that you send. The articles are read for clauses that change the default rule: a shorter notice period, a lower quorum, a different place for the vote. The agenda items you list are then matched one by one to the resolution type the Act sets for them. Nothing is drafted for a particular dispute or counterparty, and the wording samples in the note are general forms to adapt, not company-specific legal drafting.
What you receive, and the price
You receive
- A written note by e-mail, sorted by agenda item.
- A notice-period table filled in for your company form.
- A blank minutes outline listing the items the Ordinance expects.
- A one-page checklist of what to file away after the meeting.
Scope and price
from ¥24,500
Scope: one meeting cycle. The fee for your matter is confirmed in writing before work begins, and anything beyond that scope is agreed first.
Limits of the note
- Not legal advice and not an opinion on your company. Helix Clinic is not a law firm.
- The note does not attend, chair or run the meeting, and does not write to shareholders on your behalf.
- Disputed resolutions, challenges to a meeting and similar contested questions are for a lawyer.
- No outcome is promised: the note explains the rules, and what follows from them depends on your articles and your facts.
Provisions the note relies on
- Art. 296 (annual general meeting), Arts. 298 and 299 (convocation and notice), Art. 300 (consent to skip convocation).
- Art. 309 (ordinary and special resolutions), Art. 310 (proxies), Art. 319 (written resolution).
- Art. 318 (minutes of the shareholders' meeting) and Art. 72 of the Ordinance for Enforcement of the Companies Act.
Statutes are amended. Check the current text on e-Gov and your own articles of incorporation before acting.
How to ask for it
Write to the office with the date of the meeting, whether it has been held yet, and roughly what is to be decided. A copy of the articles helps and can follow by e-mail. A written confirmation of scope and fee comes back before anything starts.