You have received this notice in accordance with the Japanese Companies Act, which governs corporate practices in Japan. Unlike in some jurisdictions, such as the United States, Japanese law requires that all shareholders be notified of and given the opportunity to participate in shareholders meetings, regardless of their location or the number of shares they hold.
Key Points of the Japanese Companies Act:
Notice Requirement: Companies must provide notice of shareholders meetings to all shareholders (Article 299).
Equal Treatment: All shareholders must be treated equally (Article 109).
Voting Rights: All shareholders have the right to vote on resolutions presented at meetings (Article 308).
Proxy Voting: Shareholders can exercise voting rights by proxy if unable to attend in person (Article 310).
Deemed Resolutions: Companies can pass resolutions without a physical meeting if all voting shareholders provide written consent (Article 319).
Corporate Governance: Japan vs. US:
In the US, most corporate decisions are made at the board level, with shareholders voting only on major issues like mergers or director elections. In Japan, a wider range of matters requires approval at shareholders meetings, including:
Equity finance (issuing new shares or stock acquisition rights)
Dividends
Executive compensation
Some aspects of business strategy
This reflects Japan’s emphasis on direct shareholder involvement in corporate governance.
Common Practices in Japanese Startups:
Normal Shareholders Meetings:
Require 8 days’ notice before the meeting date.
Shareholders can vote using proxy forms without attending in person.
Deemed Shareholders Meetings:
Used when decisions need to be made quickly (faster than the 8-day notice period).
Require consent forms from ALL shareholders agreeing to ALL agenda items.
If even one shareholder’s consent is missing or late, resolutions cannot be passed.
Anticipated Approval:
While shareholders always have the right to vote against resolutions, startups often expect approval, especially for growth-aligned decisions discussed with major shareholders in advance.
Important Considerations:
Your timely response to any request for consent, especially for deemed shareholders meetings, is crucial for the company’s efficient operation and decision-making.
You retain all your legal rights as a shareholder, including the right to ask questions, seek clarifications, and vote according to your judgment.