Clarity before shares change hands
A ninety-minute session on the routes a transfer can take and what each one involves, followed by a written summary.
All notesWhat the note covers
- How a transfer restriction in the articles works, and what it makes necessary (Arts. 107 and 108).
- Who decides whether to approve a transfer, and what happens if the company does not answer within two weeks (Arts. 139 and 145).
- What the company can do instead of approving: designate a buyer or buy the shares itself (Arts. 140 to 142).
- Why the shareholder register entry matters once a transfer is approved (Arts. 130 and 133).
- Which records to update afterwards, and where the questions turn into a valuation or a tax matter.
Why it comes up
Share transfers between relatives, or to a shareholder who is leaving, are often treated as informal arrangements, especially when the parties trust each other. Most private companies restrict transfers in their articles, so the company has to approve a transfer before it can be asserted against it. When the step is skipped, the status of the shares can be unclear later, at exactly the moment a bank, a tax office or a buyer looks at the register.
How it is prepared
Before the session you send the articles and the current shareholder register. They are read for the transfer clauses, the body that approves, and any special rule on price or notice. The session itself is spent on your questions and not on a general lecture: it runs about ninety minutes, online or by telephone as arranged, and the written summary follows by e-mail. The briefing sets out the routes the Act allows and their consequences, without steering toward one.
What you receive, and the price
You receive
- One session of about ninety minutes, online or by telephone.
- A written summary of the approval route that applies to your articles.
- A checklist of the records to update once the transfer is decided.
- A short list of the points for a lawyer, a judicial scrivener or a tax accountant.
Scope and price
from ¥13,800
Scope: one session. Drafting for the transfer itself is outside it and, if wanted, is for a lawyer. The fee is confirmed in writing before the session is booked.
Limits of the note
- Not legal advice, and not a valuation. Helix Clinic does not value shares and does not advise on gift or income tax.
- The briefing does not negotiate with the other party or write to them on your behalf.
- A disagreement over price, which the Act sends to the court (Art. 144), is outside the briefing and belongs with a lawyer.
- No outcome is promised: what the articles allow is the articles' business, and the company decides.
Provisions the note relies on
- Arts. 107 and 108 (shares with a transfer restriction), Art. 127 (free transferability as the default).
- Arts. 130 and 133 (register entry), Arts. 136 to 139 (request for approval and who decides).
- Arts. 140 to 142 (designating a buyer or the company's purchase), Art. 144 (price on a court petition), Art. 145 (deemed approval).
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 describing the transfer you are considering, who is transferring to whom, and send the articles and shareholder register if you have them. A time for the session is agreed by e-mail once scope and fee are confirmed in writing.