Overview

A Kabushiki Kaisha (KK) must convene an Annual General Meeting of Shareholders (定時株主総会) at a fixed time after the end of each fiscal year. The AGM approves financial statements (計算書類), elects directors, and resolves dividend distributions. Most companies hold it within 2 months of fiscal year-end.

Schedule

2 months after fiscal year-end (or next business day)

Applicability

• Applicable to: Kabushiki Kaisha (KK)

Authority

Additional Details

The Annual General Meeting (AGM) is the most important governance event for a Kabushiki Kaisha (KK). The Companies Act (会社法) requires it to be convened at a fixed time after each fiscal year-end, with a statutory limit of 3 months after fiscal year-end. Key agenda items include: • Approval of financial statements (計算書類) including balance sheet and income statement • Election and removal of directors (取締役) and auditors (監査役) • Dividend distributions (剰余金の配当) • Determination of director remuneration (役員報酬) • Articles of incorporation amendments (定款変更, special resolution required) In practice, since corporate tax returns must be filed within 2 months of fiscal year-end and require approved financial statements, most companies hold the AGM within 2 months. Companies using the corporate tax filing deadline extension may hold it within 3 months. Minutes of the AGM must be prepared and kept at the head office for 10 years. If directors change, a registration amendment must be filed with the Legal Affairs Bureau (法務局) within 2 weeks.

Penalties for Non-Compliance

Failure to hold the AGM without justifiable reason may result in a non-penal fine (過料) of up to ¥1,000,000 against directors under Companies Act Article 976, Item 1. Failure to prepare minutes or making false entries is also subject to the same non-penal fine. Failing to file registration amendments for changes in directors within 2 weeks (Article 915) may result in a non-penal fine of up to ¥1,000,000 under Article 976, Item 1.

Legal Basis

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