A new Section 13 governing close companies limited by shares, which was added to the Company Act, was promulgated on 1 July 2015 and took effect on 4 September 2015.

On 29 December 2015, the Ministry of Economic Affairs announced a new ruling on the following advice on issues related to close companies limited by shares:

  1. During the life of a close company limited by shares, transfer of its shares by the shareholders is subject to certain restrictions.  As such, any provision in its Articles of Incorporation which states that the shares may be freely transferred after the restricted period of time for transfer expires will be in violation of the Company Act.
  2. A close company limited by shares cannot concurrently have a part of its shares issued with a par value and the other shares issued without a par value.  However, it may issue all of its shares with a par value and subsequently, pursuant to the relevant laws and regulations, convert them to be without a par value, and vice versa. 
  3. For a shareholder voting trust agreement, the shareholder should transfer the shares to the trustee.  The trustee exercises the voting right on behalf of itself/herself/himself instead of as a proxy for the trustor shareholder.