Introduction#

Every kabushiki kaisha (KK) is required by the Companies Act (会社法) to hold an annual general meeting (AGM) after each fiscal year [21][24]. Article 296 of the Companies Act (会社法) mandates that a regular shareholders' meeting (定時株主総会) must be convened within a fixed period after the end of each fiscal year [1][2].

The statutory deadline is three months after fiscal year-end, but in practice most companies hold the AGM within two months to align with the corporate tax return filing deadline [28][29]. For example, a company with a March 31 fiscal year-end would hold its AGM by the end of May, approve the financial statements, and file the corporate tax return.

Typical AGM Agenda Items#

The following items are typically addressed at an AGM:

• •Approval of financial statements (計算書類) — Under Article 438 of the Companies Act (会社法), the financial statements for each fiscal year must be submitted to and approved by the shareholders' meeting [25][26]. The financial statements (計算書類) comprise the balance sheet (貸借対照表), the income statement (損益計算書), the statement of changes in shareholders' equity (株主資本等変動計算書), and the notes to the financial statements (個別注記表) [27]

• •Director reappointment — If a director's term of office expires, a resolution for reappointment or new appointment is required. For private companies (非公開会社), the articles of incorporation (定款) may extend the term to a maximum of 10 years [3][23]

• •Officer remuneration (役員報酬) — The amount of director compensation must be determined by a shareholders' resolution unless specified in the articles of incorporation (定款) [28]

• •Dividend distribution — If the company distributes dividends, a shareholders' resolution is required

Financial statements are typically prepared by the company's tax accountant as part of the year-end closing.

Deemed Resolution (みなし決議)#

Article 319, paragraph 1 of the Companies Act (会社法) provides that when all shareholders entitled to vote unanimously consent in writing to a proposal concerning a matter to be resolved at a shareholders' meeting, that proposal is deemed to have been approved by a resolution of the shareholders' meeting [1][8]. This mechanism is called a deemed resolution (みなし決議) or written resolution (書面決議).

This mechanism is available to all kabushiki kaisha — not just one-person companies. Any company where all voting shareholders agree in writing can use it to pass resolutions without holding a physical meeting [8][9].

The procedure works as follows: the director prepares a written proposal listing the matters to be resolved, and all shareholders entitled to vote provide written consent to the proposal [8][9]. This method can be used for both ordinary resolutions and special resolutions (特別決議) [10].

Additionally, under Article 320 of the Companies Act (会社法), when a director notifies all shareholders in writing of matters that would otherwise be reported at the shareholders' meeting (such as the business report / 事業報告), those matters are deemed to have been reported [20]. By combining Articles 319 and 320, a company can handle all resolution items and report items without holding any physical meeting whatsoever [11].

Required Documents: Minutes (株主総会議事録)#

Article 318 of the Companies Act (会社法) requires that minutes be prepared for every shareholders' meeting [1][14]. Minutes must be prepared even when the deemed resolution procedure is used.

For deemed resolutions, the Enforcement Rules (会社法施行規則), Article 72, paragraph 4, specify the items that must be recorded in the minutes [15]: (a) the content of the matter deemed resolved, (b) the name of the person who proposed the matter, (c) the date on which the resolution was deemed to have been passed, and (d) the name of the director who prepared the minutes.

The minutes must be prepared in Japanese [30]. Regarding seals (押印), the Companies Act (会社法) does not, as a general rule, require seals on shareholders' meeting minutes [17][18]. However, there is an exception: when registering the election of a new representative director (代表取締役) without the cooperation of the departing representative director, the attending directors' registered seals (実印) and seal certificates (印鑑証明書) are required [18]. The articles of incorporation (定款) may separately require seals on minutes. Note that the 2021 reform of the Commercial Registration Rules (商業登記規則) further reduced seal requirements for registration applications [4][16].

A template for deemed resolution minutes is available from the Legal Affairs Bureau (法務局) website [7].

Storage and Submission Requirements#

The minutes must be stored at the company's head office for 10 years (Article 318, paragraph 2 of the Companies Act / 会社法) [12][14]. If the company has branch offices, copies must be stored at each branch for 5 years (Article 318, paragraph 3).

There is no requirement to regularly submit the minutes to any government office. Minutes are submitted to the Legal Affairs Bureau (法務局) only when filing a director change registration [3][6]. Tax accountants sometimes attach a copy of the minutes to the corporate tax return as a common practice, but this is not a legal obligation.

Shareholders and creditors have the right to request inspection and copying of the minutes during business hours [14].

Director Changes and Legal Affairs Bureau Registration#

If a director is reappointed or replaced, a registration of the change must be filed with the Legal Affairs Bureau (法務局) within two weeks of the effective date (Article 915 of the Companies Act / 会社法) [3][19]. This requirement applies even when the same person is reappointed (重任) — a reappointment still constitutes a registrable change [3][23].

Failure to file the registration may result in a fine of up to 1,000,000 yen (Article 976 of the Companies Act / 会社法) [19]. Furthermore, if a private company (非公開会社) goes 12 or more years without any registration, it risks being deemed dissolved (みなし解散) by the Minister of Justice [19].

Application forms for director change registration are available on the Legal Affairs Bureau (法務局) website [6].

One-Person Companies (一人会社)#

For a one-person KK (一人会社) — where the sole shareholder is also the sole director — the deemed resolution mechanism is especially straightforward [21][22]. Since there is only one shareholder, the unanimous consent requirement is automatically satisfied. You simply propose the agenda items in your capacity as director and consent to them in your capacity as shareholder [21][24].

In practice, the proposal and consent are typically combined into a single document, which the sole director/shareholder signs in both capacities.

It is worth noting that technically nothing prevents you from preparing the minutes after the fact with a backdated resolution date — for example, if you realize months later that you forgot to carry out the deemed resolution. However, this is not recommended. It is much better to complete the procedure on time for proper corporate governance and in case of an audit. If a tax audit or other official inquiry occurs, you will need to have these documents ready, and minutes prepared contemporaneously with the resolution are always the safer approach.

Practical Checklist#

Here is a concrete step-by-step checklist for completing an AGM via deemed resolution:

• •1. Prepare the financial statements (計算書類) — either have your tax accountant prepare the balance sheet (貸借対照表), income statement (損益計算書), statement of changes in shareholders' equity (株主資本等変動計算書), and notes (個別注記表), or prepare them yourself

• •2. Write a proposal document listing the agenda items: approval of financial statements, reappointment of director (if the term expires), determination of officer remuneration (役員報酬), and any other matters

• •3. Obtain written consent from all shareholders (for a one-person company, simply sign the document yourself in both capacities)

• •4. Create the minutes (議事録) documenting the deemed resolution (みなし決議), including all items required by the Enforcement Rules (会社法施行規則)

• •5. Store the minutes at the company's head office for at least 10 years

• •6. If the director's term has expired and reappointment was resolved: file a change registration with the Legal Affairs Bureau (法務局) within two weeks [3]

• •7. File the corporate tax return using the approved financial statements [28]

Example timeline for a March 31 fiscal year-end:

• •March 31: Fiscal year ends
• •April to early May: Prepare financial statements (in coordination with tax accountant)
• •Mid-May: Execute the deemed resolution (みなし決議) and prepare minutes
• •End of May: File corporate and local tax returns and pay taxes due
• •Within 2 weeks of the resolution: File director change registration at the Legal Affairs Bureau (法務局) if applicable