第三章 外國法制之介紹
第三節 日本
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第三節 日本
日本於1950 年始，為使股價低於面額之股份有限公司得以便利籌 措資金235，遂仿效美國制度，修正商法引進授權資本制和無面額股236。 此時面額股與無面額股地位相同，並無所謂何者原則，何者例外，只要 章程無特別規定，原則上得由董事會決定發行何者237。
然而，日本雖引進無面額股制度，但企業已習慣發行面額股，迄 1999 年底，東京證券交易所第一、二部上市公司共有 1838 家，一部無 面額股者僅有 2 家，全部無面額股者則僅有 9 家238。實務雖然不否認 無面額制度的優點，但作出改變的進度緩慢。
日本遂於2001 年 6 月放棄了任選制度，改行完全的無面額制度239， 強制所有股份公司採用無面額股制度，且並未限制最低發行價格。其中 主要理由，即為促使股份分割更為便利240。
資本與資本公積之處理
而資本與資本公積之因應方面，由於過去日本法就一直採取「股東 所繳納股款必須半數以上撥充為資本」之作法，故資本及資本公積之規 定，並不會因全面改採無面額股制度而有變動241。另，因是以股款繳納
235 邱秋芳，邱秋芳，化解股價低於面額公司籌資之困境--面額股與無票面金額股，證交資料，471
期，2001 年 7 月，http://www.twse.com.tw/ch/products/publication/download/0001000102.htm，最後瀏 覽日：2016.6.29。
236 鄧學修，同前註 11，頁 151。
237 邱秋芳，同前註 235，最後瀏覽日：2016.6.29。
238 邱秋芳，同前註 235，最後瀏覽日：2016.6.29。
239 同前註 9，頁 13。
240 黃銘傑，2015 年政治大學法學院財經法新趨勢座談會—公司資本制度與回顧與前瞻，會議手冊，
頁28-29，2015 年 6 月 17 日。
241 黃銘傑，同前註 240，頁 28。
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而現行會社法(Companies Act)244第445 條關於資本之撥充，原則上 凡是股東所繳納之股款，皆須計入資本，從而不可能發生股東繳納每股 http://www.japaneselawtranslation.go.jp/law/detail/?printID=&id=2035&re=&vm=03( 最 後 瀏 覽 日 ： 2017/1/23)
245 黃銘傑，同前註 16，頁 70。
246 Companies Act, Article 183 (Share Split) A Stock Company may split its shares.
Whenever a Stock Company intends to split its shares, it shall prescribe the following matters by resolution of a shareholders meeting (or of a board of directors meeting for a Company with Board of Directors):
The ratio of the total number of shares after the increase as a result of the Share Split to the total number of Issued Shares (or, for a Company with Class Shares, Issued Shares of the classes under item (iii)) immediately before the Share Split, and the Record Date relating to such Share Split;
The day when the Share Split will become effective;
In cases where the Stock Company is a Company with Class Shares, the classes of the shares it splits.
247 Companies Act, Article 184 (Effectuation)
(1) Shareholders stated or recorded in the shareholder registry on the Record Date (or, for a Company with Class Shares, Class Shareholders of the classes provided for in item (iii), paragraph (2) of the preceding article who are stated or recorded in the shareholder registry on the Record Date) shall acquire, on the day provided for in item (ii) of that paragraph, shares in the number obtained by multiplying the number of shares (or, for a Company with Class Shares, shares of the classes provided for in item (iii) of that paragraph.
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The same shall apply hereinafter in this paragraph.) they hold on the Record Date, by the ratio provided for in item (i), paragraph (2) of that article.
248 Companies Act, Article 183 (Share Split) (1) A Stock Company may split its shares
(2) Whenever a Stock Company intends to split its shares, it shall prescribe the following matters by resolution of a shareholders meeting (or of a board of directors meeting for a Company with Board of Directors):
(i) The ratio of the total number of shares after the increase as a result of the Share Split to the total number of Issued Shares (or, for a Company with Class Shares, Issued Shares of the classes under item (iii)) immediately before the Share Split, and the Record Date relating to such Share Split;
(ii) The day when the Share Split will become effective ;
(iii) In cases where the Stock Company is a Company with Class Shares, the classes of the shares it splits.
249 Companies Act, Article 184 (Effectuation)
(1) Shareholders stated or recorded in the shareholder registry on the Record Date (or, for a Company with Class Shares, Class Shareholders of the classes provided for in item (iii), paragraph (2) of the preceding article who are stated or recorded in the shareholder registry on the Record Date) shall acquire, on the day provided for in item (ii) of that paragraph, shares in the number obtained by multiplying the number of shares (or, for a Company with Class Shares, shares of the classes provided for in item (iii) of that paragraph.
The same shall apply hereinafter in this paragraph.) they hold on the Record Date, by the ratio provided for in item (i), paragraph (2) of that article.
250 Companies Act Article 180(Consolidation of Shares) (1)A Stock Company may consolidate its shares.
(2)Whenever a Stock Company intends to consolidate its shares, it shall determine the following matters by resolution of a shareholders meeting:
(i) The ratio of the consolidation;
(ii) The day when the consolidation of shares will become effective;
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(iii) In cases where the Stock Company is a Company with Class Shares, the classes of the shares it will consolidate.
(3)The directors shall, at the shareholders meeting under the preceding paragraph, explain the reasons for the need to consolidate the share.
251 Companies Act Article 181 (Notices to Shareholders)
(1) No later than two weeks prior to the : the day under item (ii), paragraph (2) of the preceding article, the Stock Company shall notify the shareholders (or, for a Company with Class Shares, referring to the Class Shareholders of the classes of shares under item (iii) of that paragraph. The same shall apply in the following article.) and the Registered Pledgees of the Shares thereof of the matters listed in each item of that paragraph.
(2) A public notice may be substituted for the notice under the provisions of the preceding paragraph.
252 第百八十二条の四 （反対株主の株式買取請求） 株式会社が株式の併合をすることにより株
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257 Companies Act, Article §199 (Determination of Subscription Requirements)
(1) Whenever a Stock Company intends to solicit persons to subscribe for shares it issues or for Treasury Shares it disposes of, the Stock Company shall prescribe the following matters with respect to the Shares for Subscription (meaning shares the Stock Company allots to persons who subscribed for those shares in response to such solicitation. The same shall apply hereinafter in this Section.):
(i) The number of Shares for Subscription (or, for a Company with Class Shares, the classes and the number of the Shares for Subscription. The same shall apply hereinafter in this Section.);
(ii) The Amount To Be Paid In (meaning the amount of the monies to be paid in in exchange for one of the Shares for Subscription, or the amount of any property other than monies to be contributed. The same shall apply hereinafter in this Section.) for the Shares for Subscription or the method for calculating such amount;
(iii) If property other than monies will be the subject of the contribution, a statement to such effect and the description and value of such property;
(iv) The day or period for the payment of the monies in exchange for the Shares for Subscription, or the contribution of the property under the preceding item;
(v) If shares are issued, matters regarding the capital and capital reserves that is to be increased.
(2) The determination of the matters listed in each item of the preceding paragraph (hereinafter in this Section referred to as "Subscription Requirements") shall be made by resolution of a shareholders meeting.
(3) In cases where the Amount To Be Paid In under item (ii) of paragraph (1) is particularly favorable to subscribers for the Shares for Subscription, the directors shall, at the shareholders meeting under the
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Requirements regarding such class of shares shall not become effective without a resolution of the relevant Class Meeting, except in cases where there is a provision in the articles of incorporation to the effect that, with respect to the solicitation of subscribers for such class shares, a resolution of the Class Meeting constituted by the Class Shareholders of such class shares is not required; provided, however, that this shall not apply to cases where there is no Class Shareholder who can exercise his/her voting right at such Class Meeting.(5) The Subscription Requirements shall be uniform for each solicitation under paragraph (1).
258 Companies Act, Article 199
The determination of the matters listed in each item of the preceding paragraph (hereinafter in this Section referred to as "Subscription Requirements") shall be made by resolution of a shareholders meeting.
259 黃銘傑，2015 政治大學法學院財經法新趨勢座談會—<閉鎖性公司座談會>會議手冊，2015 年 9 月21 日，頁 30。
260 Companies Act, Article201
(3) If a Public Company has determined Subscription Requirements by a resolution of the board of directors meeting provided for in Article 199(2) applied by the reading of terms pursuant to the provisions of the preceding paragraph, that Public Company shall notify the shareholders of such Subscription Requirements (in cases where the method for determining the Amount To Be Paid In has been prescribed, including that method. The same shall apply hereinafter in this Section.) no later than two weeks prior to the day referred to in item (iv), paragraph (1) of that article (or, in cases where a period has been prescribed under that item, no later than two weeks prior to the first day of that period).
(4) A public notice may be substituted for the notice under the provisions of the preceding paragraph.
261 Companies Act, Article201
(3) If a Public Company has determined Subscription Requirements by a resolution of the board of directors meeting provided for in Article 199(2) applied by the reading of terms pursuant to the provisions of the preceding paragraph, that Public Company shall notify the shareholders of such Subscription Requirements (in cases where the method for determining the Amount To Be Paid In has been prescribed,
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including that method. The same shall apply hereinafter in this Section.) no later than two weeks prior to the day referred to in item (iv), paragraph (1) of that article (or, in cases where a period has been prescribed under that item, no later than two weeks prior to the first day of that period).
262 Companies Act, Article212
In the cases listed in the following items, subscribers for Shares for Subscription shall be liable to a Stock Company for payment of the amount provided for in such items
(ii) In cases where the value of the Properties Contributed in Kind that the subscriber tendered when he/she became a shareholder of the Shares for Subscription pursuant to the provisions of Article 209 is extremely short of the value provided for under Article 199(1)(iii) with respect to the Properties Contributed in Kind: The amount of such shortfall.
263 Companies Act, Article212
(2) In the cases provided for in item (ii) of the preceding paragraph, if the subscriber for Shares for Subscription who tendered the Properties Contributed in Kind is without knowledge and is not grossly negligent as to the fact that the value of such Properties Contributed in Kind is extremely short of the value prescribed under Article 199(1)(iii) with respect to the Properties Contributed in Kind, that subscriber may rescind his/her application for subscription for Shares for Subscription or his/her manifestation of intention relating to the contract provided for in Article 205.
264 邱秋芳，同前註 127，頁 9。
265 邱秋芳，同前註 127，頁 9。
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法施行後，原則上新發行之股票不記載每股金額，但考慮到通常公司為 股份分割及污損毀損等事先準備有相當程度的備用股票，若使其不能 使用，徒增公司之股票印刷等費用，而且每股金額之記載，亦不會妨害 股票之流通，因而即使新發行之股票記載每股金額亦無妨266。
266 邱秋芳，同前註 127，頁 9。
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