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 To-dos and schedule for the annual general meeting of shareholders, etc.

Up until now, ​ has not been able to hold board of directors meetings or general meetings of shareholders very properly, but the company is planning to improve it in the future for reasons such as aiming for listing. I think there are many.

I'm sure you have some understanding of the process of closing financial statements, holding a board of directors meeting, and then holding a general meeting of shareholders.
・Company with board of directors
・Companies without accounting auditors
・Private company
・The articles of incorporation stipulate that the deadline for convening a board of directors meeting is three days in advance.
I will give an example based on the assumption that this is likely to occur in many non-listed companies.


3/31 End of fiscal year
4/21 Preparation of financial statements, business reports, and accompanying statements (*)
5/19 Audit report creation (*)
5/22 Board of Directors meeting convocation notice issued
5/25 Board of Directors meeting (convening of the regular general meeting of shareholders, approval of financial statements, business reports, and supplementary statements, resolution of director election, remuneration resolution)
6/8 Start keeping financial documents, etc. (from 2 weeks before the regular general meeting of shareholders)
6/15 Notice of convocation of the regular general meeting of shareholders (actually sent earlier due to proxy acquisition)
6/22 Ordinary General Meeting of Shareholders (Report of business report contents, approval of financial statements, election of directors, discretionary resolution of board of directors regarding director remuneration)
6/22 Board of Directors meeting (resolution on election of representative director, substitution order of directors, discretionary decision on compensation of representative director)


Is it something like that? If it is a relatively small company, I think it would be possible to respond without holding an extraordinary board meeting to approve the financial results.

(*)Enforcement Regulations of the Companies Act
(Deadline for notification of auditor audit report, etc.)

Article 132 Specified corporate auditors shall submit an audit report to specified directors (in the case of a company with a board of corporate auditors, Article 130, Paragraph 1) by the later of the following dates: (limited to the audit report of the board of corporate auditors prepared pursuant to the provisions of (the same shall apply hereinafter in this article)) shall be notified.
(1) The day on which four weeks have passed from the date of receipt of the business report.
(ii) The day on which one week has passed from the date of receipt of the attached details of the business report.
(iii) The date agreed upon between the specified directors and specified corporate auditors.


(*)Company calculation rules
(Audit report notification deadline, etc.)
Article 124 Specified corporate auditors shall report the audits listed in the following items (in the case of a company with a board of corporate auditors, limited to the audit report of the board of corporate auditors prepared pursuant to the provisions of paragraph 1 of the preceding article. The same shall apply in this article.) The specified directors must be notified of the contents of the audit report by the date specified in each item.
(1) Audit report on the financial statements and their annexed specifications for each business year: The later of the following dates:
B. The day on which four weeks have passed from the date on which all of the relevant financial statements were received.
(b) The day on which one week has passed from the date of receipt of the attached detailed statement of the relevant financial statements.
C. If there is a day agreed upon by the specified directors and specified auditors, that day.

 

Although we endeavor to ensure the accuracy of the information contained herein, it may be subject to change due to legal revisions, etc. It may also contain the author's personal views.

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