Review of Current Legal Framework Regarding Pre-General Meeting Disclosure

Listed companies basically face no restrictions under the current legal framework when conducting pre-meeting disclosure. The Financial Services Agency has curated all relevant documents on a single web page, and the following is the translation of the overview.

Financial Instruments and Exchange Act

• The deadline for submitting the annual report is within three months after the end of the fiscal year.
• The annual report does not need to be approved at the ordinary general meeting of shareholders, and the business report that must be attached to the annual report does not need to be approved at the ordinary general meeting of shareholders.

Corporate Law - Record Date

• If a record date is set and shareholders on the record date are designated as the exercisers of voting rights, the rights that can be exercised are limited to those exercised within three months from the record date, and the annual general meeting of shareholders must be held within three months from the record date.
• If a record date that is not specified in the articles of incorporation is set, the record date and the details of the rights that can be exercised must be publicly announced at least two weeks prior to the record date.

Corporate Law - Resolution Matters (For Listed Companies)

• Materials for the shareholders' meeting (business reports, etc.) must be provided electronically at least 3 weeks before the meeting, and meeting convocation notices must be sent at least 2 weeks before the meeting.
• Financial statements require approval at the ordinary general meeting of shareholders, but when financial statements are appropriate (requiring an unqualified audit opinion), reporting is sufficient.
• Distribution of surplus is subject to resolution by the shareholders' meeting, but when the term of office of directors is one year, it can be made a matter for board of directors resolution by provisions in the articles of incorporation. However, this is limited to cases where financial statements are appropriate (requiring an unqualified audit opinion).

Corporate Tax Law

• For companies with accounting auditors where ordinary general meetings of shareholders are not customarily convened within 3 months after the end of the business year due to provisions in articles of incorporation, the filing deadline can be extended up to a maximum of 6 months after the end of the business year by designation of the tax office director.