Drafting Shareholders’ and Board Meeting Minutes in Japan

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Corporate minutes are legal records, not merely meeting summaries. Defects may become visible when the company files a registration, raises capital, undergoes legal due diligence or responds to a shareholder request. Shareholders’ meeting minutes and board minutes have different statutory content, execution and access rules.

Shareholders’ meeting minutes

The minutes should record the required meeting details, the course and result of deliberations, and other matters prescribed by the Companies Act Enforcement Regulations. A unanimous written resolution also requires minutes reflecting the deemed resolution, in addition to retention of the shareholders’ written or electronic consents.

Shareholders’ meeting minutes are generally retained at the head office for ten years. Rules concerning copies at branches and electronic availability should be reviewed for the company’s actual record format.

Board meeting minutes

Board minutes should identify the date and method of the meeting, attending directors and auditors, matters deliberated, the result, and interested directors where relevant. Required directors and auditors execute the minutes or apply the appropriate electronic signature. A deemed board resolution requires its own record and must be supported by the company’s articles and the required consents.

Board minutes are also retained at the head office for ten years, but access rights and procedures differ from those for shareholders’ meeting minutes.

Registration and due diligence

Minutes used for a commercial registration may require particular seals and supporting seal certificates depending on the decision, attendees and use of the registered company seal. The registration analysis should therefore begin while the minutes are being drafted rather than after signatures have been collected.

For due diligence, maintain an index showing the date, corporate body, agenda, attendees, execution status and related registration. This allows the company to detect missing records before a financing or transaction timetable makes remediation difficult.

Electronic records

Electronic storage must preserve authenticity, retrievability and access throughout the applicable retention period. A cloud folder without an index, clear permissions or a reliable execution record may make compliance and later production unnecessarily difficult.