Annual General Meeting (AGM) Basics for a KK

Every kabushiki kaisha (KK) must hold a regular shareholders' meeting after each fiscal year-end under Companies Act Article 296. The statutory deadline is 3 months, but most companies aim for 2 months to align with the corporate tax filing deadline — for a March 31 fiscal year-end, that means an AGM by end of May. Standard agenda items: approval of financial statements (balance sheet, income statement, changes in equity, notes — Article 438), reappointment or replacement of directors if their term has expired (private KKs can extend director terms up to 10 years), officer remuneration (requires a shareholder resolution unless the articles of incorporation already fix it), and dividend distribution (also requires shareholder approval). Financial statements are usually prepared by a tax accountant during year-end closing. For companies with few shareholders, Article 319 allows a deemed resolution (みなし決議): if all voting shareholders give unanimous written consent to a proposal, no physical meeting is needed. This applies to every KK, not just single-shareholder ones, and works for both ordinary and special resolutions. Article 320 goes further and allows matters that would otherwise be reported at a meeting to be handled via written notice instead, so a company can in principle skip physical meetings entirely. Minutes (株主総会議事録) are mandatory for every shareholders' meeting under Article 318, including deemed resolutions, and must record the resolution matter, who proposed it, the date it passed, and who prepared the minutes. Minutes must be in Japanese. A company seal is generally not legally required for minutes under the Companies Act — the main exception is registering a new representative director without the cooperation of the outgoing one — though the articles of incorporation can impose their own seal requirement. Templates are available from the Legal Affairs Bureau. Minutes must be kept at the head office for 10 years (5 years at branch offices). There's no routine requirement to submit them to any government office — they only come up during a director-change registration, and tax accountants sometimes attach copies to the corporate tax return as a matter of practice, though this isn't legally required. Shareholders and creditors can request to inspect and copy them during business hours. Any director reappointment or replacement — even reappointing the exact same person — requires registration with the Legal Affairs Bureau within 2 weeks of the change taking effect. Missing this is a real risk: fines up to 1,000,000 yen, and for private companies, 12+ years without any registered change can trigger a deemed dissolution. For a one-person company (single shareholder, single director), the deemed resolution is trivial — the sole shareholder's consent is automatically unanimous, and the proposal and consent are typically combined into a single document signed in both capacities by the same person. Backdating minutes to an earlier date is technically possible but not advisable — preparing them contemporaneously protects the company if it's ever audited. Practical checklist for each fiscal year-end: prepare financial statements (with the tax accountant), draft the proposal document listing the agenda items, collect written shareholder consent (self-signed for a one-person company), prepare the deemed-resolution minutes with all required elements, store the minutes at the head office, file a director-change registration within 2 weeks if any term expired, and file the corporate tax return using the approved financial statements. Example timeline for a March 31 fiscal year-end: fiscal year ends March 31, financial statements prepared April to early May, deemed resolution and minutes executed mid-May, tax returns filed and taxes paid by end of May, director-change registration (if any) filed within 2 weeks of the resolution.