Company Law Column Part 8: General Meeting of Shareholders (3)
1. QuorumIn the absence of a quorum, the resolution shall not be passed at the Shareholders Meeting. The resolution shall be invalid if the resolution was passed in the absence of a quorum. （New Company Law Paragraph 4, Article 328）.
The New Law defines; 1. In the case of only one of the shareholders, the said shareholder shall be present at any meeting (Paragraph 1, Article 328) 2. In the case of more than two shareholders (including his proxy) at least two shareholders shall be present at any meeting.
In the event that the Articles of Incorporation defines more than two shareholders, more than two shareholders shall be present at any meeting (Article 328). In the case of more than two shareholders, the Articles of Incorporation shall not define one quorum.
In the event that a company is a shareholder, It shall be considered one representative even the company appoints more than two representatives (Paragraph3, Article 328 (a)). In addition, In case one shareholder appoints some proxies using a letter of a proxy, it shall be considered one proxy (Article 328 (b)). Unless provided otherwise in the Article of Incorporation, the shareholder meeting shall be dissolved in the case of the absence of a quorum within 30 minutes after the meeting starts or the meeting is held by the shareholder’s decision (Paragraph 5, Article 328 (a)). In the event that the meeting is not held by the shareholder’s decision, the meeting shall be postponed to the same day, same time of the following week (Article 328, Paragraph 5 (b)). In the event that the date and the place are determined separately by a Director, the meeting shall be held at the date and the place specified (Paragraph 5, Article 328 (b)).
2．Preparation or retention of a shareholder’s meeting minute
（１）Retention of the recordsA company shall retain the records of the shareholding meeting under Paragraph 1, Article 341; 1. All resolutions including resolution in writing 2. Shareholders meeting minute 3. the information made available to the company
The retention period shall be more than 7 years after the date resolution is passed or the meeting is held (Paragraph 2, Article 328).
The above records shall be retained at the registered address (Paragraph 1 and 2, Article 342). These records can be viewed by shareholders at the place of retention (Paragraph 3, Article 328).
（２）Preparation of recordsIn the event that the shareholder’s meeting is held, a chairman of the said meeting or a chairman of the next meeting shall sign on the meeting minute. The signed meeting minute shall define procedures performed being effective (Paragraph 3, Article 343).
Records other than a shareholder’s meeting (including resolution in written) shall define it is a sufficient proof that the said resolution is passed in case a director or company secretary signs (Paragraph 1, Article 328).
Note: This translation has been prepared by eeevo malaysia Sdn Bhd. In the event of a discrepancy between the English version and the Japanese version of the Terms, the Japanese-language version shall prevail.
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