How to Prepare Minutes of Shareholders' Meetings and Board Meetings: Statutory Items and What Is Examined in Registration and Due Diligence

Hello, I'm Noriaki Asato, Representative Attorney at LegalAgent.

You file a registration application with the Legal Affairs Bureau and are asked to make corrections because the board minutes lack required content. Or, in due diligence for a financing, the investor's attorney asks for several years' worth of minutes, and when you check, you find missing seals or meetings for which no minutes were ever prepared. Before you receive such comments, confirm the required content, signatures and the like at the time you prepare the minutes. Minutes are the foundational record proving the procedure and content of a resolution, and it is not easy to recreate them long afterward by relying on the memories of those who attended.

Companies that want to hand off the drafting of shareholders' meeting and board minutes or the development of internal rules can see our legal outsourcing, in which lawyers with corporate legal experience provide continuing support.

Statutory Items in Minutes of Shareholders' Meetings

Minutes must be prepared for the proceedings of a shareholders' meeting as provided by Ordinance of the Ministry of Justice (Article 318(1) of the Companies Act). The specific items are set out in Article 72 of the Regulation for Enforcement of the Companies Act, and include the date, time and place of the meeting (including methods of attendance such as online attendance), as well as a summary of the course of the proceedings and their results. In addition, the minutes state an outline of statutorily required opinions and remarks, and the names of the officers present, the chair and the director who prepared the minutes.

A point often overlooked in practice is that not only the results of resolutions but also "a summary of the course of the proceedings" is a required item. Minutes that briefly record only whether proposals were approved or rejected may be regarded as failing to satisfy the statutory items. There is no obligation to record every question and answer word for word, but recording the reasons for each proposal, the main points of deliberation and the principal questions and answers also serves as material for later verification.

Rules on Signatures and Name-and-Seal for Board Minutes

Minutes of board meetings are likewise prepared in accordance with Article 101 of the Regulation for Enforcement of the Companies Act. They record the date, time and place, the method of remote attendance, a summary of the course of the proceedings and the results, the names of directors with a special interest and of the officers present, statutorily required opinions and so on; the biggest difference from shareholders' meeting minutes lies in the treatment of signatures and seals. Article 369(3) of the Companies Act provides that, for board minutes in paper form, the directors and company auditors present "shall sign or affix their names and seals." Check the signature or name-and-seal for each attendee.

On the other hand, where board minutes are prepared as an electronic record, an electronic signature as prescribed in Article 225 of the Regulation for Enforcement of the Companies Act is required (Article 369(4) of the Companies Act). Electronic storage of a scanned PDF of sealed paper minutes has a different legal status from an electronic record created from the outset with an electronic signature. There is no uniform legal obligation to sign or seal shareholders' meeting minutes, but there are situations in which a seal is required under the articles of incorporation or the requirements of a registration application.

If even one of the directors or company auditors present lacks a signature or name-and-seal, the statutory requirement is not met. That said, the validity of the resolution itself is not immediately denied solely because of that formal defect. However, for matters such as the appointment of a representative director, it bears directly on whether the registration can be made, so it is important to make a habit of checking that all signatures and seals are in place for each meeting.

Special Rules for Minutes of Deemed Resolutions

For deemed resolutions, which proceed without actually meeting, the governing provisions and requirements differ between shareholders' meetings and board meetings. A deemed resolution of a shareholders' meeting (Article 319(1) of the Companies Act) can be used even without a provision in the articles of incorporation, and is established by the consent, in writing or by electronic record, of all shareholders entitled to vote on the matter. In contrast, a deemed resolution of the board of directors (Article 370 of the Companies Act) requires a prior provision in the articles of incorporation, and requires, in response to a director's proposal, the consent in writing or by electronic record of all directors entitled to participate in the vote on the matter, plus, in a company with company auditors, that no company auditor has raised an objection.

Items different from those of ordinary minutes are prescribed for the minutes of deemed resolutions (Article 72(4) and Article 101(4) of the Regulation for Enforcement of the Companies Act). These include the name of the proposer, the content of the matters deemed to have been resolved, the date on which the resolution is deemed to have been adopted, and the name of the director who prepared the minutes. Rather than stating a fictitious meeting place or attendees, prepare the minutes in the format for deemed resolutions.

A frequent source of difficulty in practice is identifying "the date on which the resolution is deemed to have been adopted." This refers to the date on which all statutory requirements have been met, such as the proposal having been received and the consent of all members of the relevant body having been obtained, and, for a board resolution in a company with company auditors, no company auditor having raised an objection. It is not simply the date consent forms were sent or the date some of the consents were obtained, so record when each consent reached the company and keep the consent forms and approval emails as supporting materials.

Attachments for Commercial Registration and What the Legal Affairs Bureau Checks

When registered matters change as a result of the election of officers, the issuance of offered shares or stock acquisition rights, or an amendment to the articles of incorporation, minutes of the shareholders' meeting or board meeting become attachments to the filing with the Legal Affairs Bureau. In this context, the registrar checks that the content of the resolution matches the matters to be registered, that the statutory items are present, and that the seals are genuine.

For board minutes appointing a representative director, the seals of the directors and company auditors present may need to be their registered personal seals, together with seal certificates issued by their respective municipalities (Article 61(6) of the Commercial Registration Regulations). However, where the representative director before the change, whose seal has been submitted to the registry, attends and affixes the company's seal registered with the Legal Affairs Bureau, it is accepted practice that the seal certificates of the other attendees may be omitted. In addition, when using electronic signatures for an online registration application, check the electronic certificate requirements according to the attachment and the signatory. Judge separately whether the electronic signature requirements under the Companies Act are met and whether the record can be used as attached information for registration.

Preparing for Storage and Inspection Requests as Records Go Digital

The rules on keeping and inspecting minutes also differ between shareholders' meetings and board meetings. Minutes of a shareholders' meeting are kept at the head office for 10 years from the date of the meeting, and copies are kept at branch offices for 5 years. Where the minutes are prepared as an electronic record and measures are taken to allow inspection and the like at branch offices as prescribed by law, the copies at branch offices may be omitted (Article 318(2) and (3) of the Companies Act). Shareholders and creditors of the company may request inspection or copying at any time during business hours. Members of a parent company may also make a request with the court's permission when necessary to exercise their rights.

In contrast, board minutes must be kept at the head office for 10 years, but there is no provision for keeping them at branch offices (Article 371(1) and (2) of the Companies Act). The requirements for an inspection request are also more limited than for shareholders' meetings. A shareholder requesting inspection must show the need to exercise their own rights, and in a company with company auditors, a company with an audit and supervisory committee, or a company with a nominating committee, etc., the court's permission is also required. A company with company auditors here does not include a company that has only a company auditor whose audit is limited to accounting matters. Creditors of the company may make a request with the court's permission where necessary to pursue the liability of officers or executive officers, and members of a parent company may do so where necessary to exercise their own rights.

Even when managing minutes as electronic data, it is important to keep them for the specified number of years and in a state that allows prompt response to inspection requests. If, in addition to storing them in folders, you manage them in a register or the like listing the date, agenda, attendees and status of seals, you will not be caught off guard by a sudden inspection request or registration work.

Taking Stock of Past Minutes and Management Procedures

Minutes are documents where legal rules intersect in detail: statutory items, signatures and seals, registration requirements, retention periods and so on. Even if they seem fine when prepared, if a defect is found several years later, it becomes difficult to verify the facts because those who attended may have left office or their memories may have faded. Taking stock of past minutes and checking the status of signatures and seals is a sound way of reducing future risk.

Even if defects such as missing seals are found in past minutes, you must never record meetings that were not actually held or resolutions to which no one consented. Distinguish between the original meeting date and later preparation or correction, and keep the original records that serve as the basis for verification. You need to follow legally appropriate corrective steps, such as adopting a ratifying resolution or adding to the record in accordance with what actually happened at the time. If you set out the routine process for preparing minutes in advance, you can maintain stable management even when the person in charge changes.

Taking stock of minutes and putting a system in place for preparing them going forward is easier to advance when treated as part of the design of internal governance. LegalAgent's Corporate Governance support covers everything from checking the content of minutes to designing the future preparation flow, and you can also use Legal Outsourcing as a point of contact that supports your entire legal framework from outside, including routine preparation of minutes. Board convocation and resolution procedures are covered separately in Board Meeting Operations in Practice, and preparation for the annual shareholders' meeting in Your First Annual Shareholders' Meeting.

If you want to review past minutes across the board or check capital policy procedures ahead of your next financing, please also see Procedures for Issuing Preferred Shares: From Articles Amendments and Class Shareholders' Meetings to Registration and Closing and What Investors Look at in Legal Due Diligence Around Series A.

Frequently asked questions

What matters must be stated in the minutes of a shareholders' meeting?

The minutes must state the date, time and place of the meeting, the outline of the proceedings and their results, and other matters. Article 72 of the Regulation for Enforcement of the Companies Act also requires statements such as the method of attendance, statutory opinions and the names of the officers and others who attended. In practice, it is thought that minutes that briefly state only whether a proposal was approved or rejected may be assessed as failing to meet the statutory items. Recording the reasons for the proposals and the key points of deliberation also serves as material for later verification.

Must board meeting minutes bear the signatures or seals of all attendees?

The directors and company auditors who attended are required to sign, or affix their names and seals to, the minutes. This is because Article 369(3) of the Companies Act so provides. For electronic records, the prescribed electronic signature is applied. If even one person's signature or seal is missing, the statutory requirement is not met. That said, it is thought that the effect of the resolution itself is not immediately denied solely because of that formal defect.

What conditions are required to make a deemed resolution of the board of directors?

The articles of incorporation must provide for it in advance, and all directors must consent in writing or similar form, with no objection from the company auditors. This is because Article 370 of the Companies Act makes it a condition that all directors entitled to vote on a director's proposal consent in writing or by electronic record and, in a company with company auditors, that the company auditors have not raised an objection. This differs from a deemed resolution of a shareholders' meeting, which can be used even without a provision in the articles of incorporation.