Sample Articles of Incorporation Template
ARTICLE XVII (Resolution)
A special resolution by a general meeting of shareholders (which refers to a
resolution stipulated in the Companies Act, Article 309, Paragraph 2) shall be
adopted when, at a general meeting of shareholders where shareholders with
voting rights surpassing 1/3 of the aggregate voting rights of the total
shareholders capable of exercising such rights are present, it is approved by a
vote of 2/3 or more of the voting rights present.
All resolutions other than those provided for in the preceding paragraph shall
be adopted by a majority vote of the shareholders present, unless otherwise
provided for by laws or ordinances or by the Articles of Incorporation.
CHAPTER IV Directors, Board of Directors
and Executive Officers
ARTICLE XVIII (Election of Directors)
Directors shall be elected by resolutions of a general meeting of shareholders.
With respect to resolutions for the election provided for in the preceding
paragraph, the attendance of shareholders owning not less than one-third of
total voting rights of qualified shareholders shall be required.
Resolutions for the election of Directors shall not be conducted by cumulative
ARTICLE XIX (Term of Office of Directors)
The term of office of each of the Directors shall expire at the close of the
ordinary general meeting of shareholders held for the last business year that
ends within one year from assumption of office.
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