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Attorney at Law (California)

Kojimachi, Chiyoda

​TomOgawa, Inc.

Preparation of notice of convocation of general meeting of shareholders for NASDAQ listed companies
Please leave it to our company

株主総会

We assist in preparing shareholder meeting notices (narrowly defined Notice of Convocation, Business Report, Financial Statements, and Reference Materials) for Japanese corporations established under Japanese law and listed on the U.S. NASDAQ market. In recent years, an increasing number of Japanese companies are choosing NASDAQ over the Tokyo Stock Exchange, Inc. due to the administrative burden and rising costs associated with listing on the TSE. Experts with approximately 18 years of experience preparing shareholder meeting notices for TSE-listed companies and experience preparing notices for NASDAQ-listed Japanese companies will support your preparation of Notice of Convocation. For NASDAQ-listed companies, after preparing the notice, an English translation must be created and disclosed at SEC. The Company's CEO is a California attorney (the most challenging state in the U.S.), and our high English proficiency is highly valued.

​ The expert is an ex outside director of a listed company, Attorney at Law in California, and an IPO support expert.

I have been involved in preparing Notice of Convocation for four listed companies for approximately 18 years and am thoroughly familiar with the methods for creating legally compliant Notice of Convocation. I am particularly confident in preparing narrowly defined Notice of Convocation, Business Reports, and Reference Documents. For Financial Statements, I will entrust the task to our affiliated certified public accounting firm.

While holding an annual general meeting is mandatory for corporations, non-listed companies may not even prepare convocation notices or hold such meetings. Only after preparing the convocation notice, mailing it to shareholders, and completing the report and resolutions at the annual general meeting can the business report and financial statements for the fiscal year be finalized.

​Remuneration amount: 5,000$ (excluding tax) ~

Reasons why you need to prepare a notice of convocation of a general meeting of shareholders

Holding an ordinary general meeting of shareholders is mandatory for stock companies under the Companies Act, but unlisted companies may not have prepared convocation notices in the first place or have not held an ordinary general meeting of shareholders. .

The business report and financial statements for the business year are finally finalized after the convocation notice is created, sent to shareholders, and reports and resolutions are passed at the regular general meeting of shareholders. If you are a company that has not yet created one, please take this opportunity to consult with us, as it is required under the Companies Act.

Items to be resolved at the general meeting of shareholders

At the general meeting of shareholders, business reports, approval of financial statements, appointment/dismissal of directors, appointment/dismissal of auditors, revision of remuneration amount of directors, revision of remuneration amount of auditors, partial amendment of the articles of incorporation, distribution of surplus , public offering of shares, etc., there are several matters that can only be approved at a general meeting of shareholders. In order to implement these resolutions at a general meeting of shareholders, a convocation notice must first be prepared.

Why do we need experts?

In order to legally prepare this notice of convocation, deep knowledge and experience in corporate law is essential. Additionally, the Company Law has been subject to frequent revisions in recent years, such as once every few years, and unless you are an expert who prepares convocation notices for listed companies every year, it is difficult to keep up with the latest information. Is difficult. Against this backdrop, our office's administrative scriveners have been involved in issuing convocation notices for listed companies for approximately 15 years. I think it is rare to find an expert with such long experience. For financial statements, we partner with a certified public accountant firm that also has extensive experience in preparing convocation notices, so you can rest assured about this as well. If you are a listed or unlisted company and are having trouble preparing a shareholder meeting convocation notice, narrowly defined convocation notice, business report, financial statements, or reference documents, please feel free to contact our office. please.

​Remuneration amount: 5,000 $ (excluding tax) ~

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