Kiyoshi Fujita

27/05/2020

Option C: Postpone the AGM to September without changing the March 31 record date.

In Option C, companies will postpone the AGM and the year-end dividend for 2019 fiscal year to sometime beyond 3 months of the year end without changing the record date.This means that the record date for voting rights at the AGM and the year-end dividend will be more than 3 months prior to the date of AGM and resolution of payment of the year-end dividend.

Article 124 provides that a record date is required to be a date not more than 3 months prior to the date on which shareholders may exercise certain shareholders’ rights for which the record date is fixed. Article 124 does not address the issue whether the record date loses validity or not, if 3 months passes sincethe record date before the company sets a date for shareholders to exercise their rights.

Before the 2004 amendments to the Companies Act, companies could use either or both of a record date and closure of register of shareholders in order to determine which shareholders are entitled to exercise certain shareholders’ rights. When the register of shareholders is closed, shareholders who traded their shares were not able to make an entry of name change. In order not to hamper share trading, companies were required to reopen the register of shareholders when 3 months passed since the closing. The record date was also considered to lose validity when 3 months passed since the record date. If a company sets a record date and closes the register of shareholders the next day, and if 3 months passes since the closing day before setting a date for shareholders to exercise their rights, it had to reopen the register and let shareholders make an entry of name change where needed. In this case, names of shareholders in the register were renewed upon the elapse of 3 months. However, the 2004 amendments to the Companies Act abolished the closure of register of shareholders, and setting arecord date does not prevent shareholders from making an entry of name change when shares are transferred after the record date. Under the current Companies Act, there is no such strong need for the 3 months restriction on the recorddate as on the closure of register of shareholders.

When a recorddate is set for certain shareholders’ rights, especially for dividend, it is necessary not to cause shareholders unforeseeable damage, because shareholders may trade shares, usually at a low price, assuming that they are entitled toreceive payment of dividend even after they sold and lost their shares.

Article 124 is based on the principle that it is preferable that shareholders as of the date of exercising shareholders’ rights exercise the shareholders’ rights. The difference between shareholders as of the record date and shareholders as ofthe date of exercising shareholders’ rights should be as small as possible.

However, we think that Article 124 can be construed as meaning that the principle of smaller difference of shareholders does not always have priority over the prevention from causing shareholders unforeseeable damage. We think that underArticle 124, in the event that a company cannot set a date for shareholders to exercise their rights within 3 months of the record date due to an event beyondits control, the record date prescribed in the company’s articles does not lose validity, and the company may set a date for exercising shareholders’ rights ona date beyond 3 months of the record date without changing the record date. Inthe pandemic situation of the new coronavirus, companies may postpone the AGM scheduled in June to September without changing the record date of March 31.

In Option C, the notice of AGM should be sent to the shareholders as of the record date asprescribed in the company’s articles of incorporation. The year-end dividendshould also be paid to the same shareholders. Even if the AGM is postponed to September, companies should send notice to the shareholders as of March 31 as prescribed in the articles of incorporation and should pay dividend to the shareholders as of March 31.

There is a possibility that a shareholder argues that the record date lost validity, and the notice has not been sent to all the shareholders who became shareholders after the record date, and that the shareholder brings a lawsuit requesting thecourts to revoke the resolution made at the AGM held in September. However, wethink that such argument is not tenable, because the shareholders after therecord date cannot be shareholders as of the record date unless the companychanges the record date.

(This information is for informative purposes only and should not be relied upon aslegal advice. Please seek legal advice from professional advisers on a specificcase. We always welcome your questions and comments.)

https://www.kiyoshifujita.jp/2020/05/28/option-c-postpone-the-agm-to-september-without-changing-the-march-31-record-date/

25/05/2020

Option B: Hold and adjourn the AGM in June and hold the adjourned meeting in September.

In Option B, companies will hold the AGM in June to resolve on agenda items that need to be decided in June, for example, elect or re-elect directors or payment of year-end dividend (with the intention of paying the year-end dividend without changing the record date. However, we think that companies may decide payment of dividend in September without changing the record date of March 31 as mentioned in Option C), and adjourn the June meeting, and hold an adjourned meeting in September on the rest of agenda items including approval of financial statements.

If a company choose to pay dividend in June before the general meeting approves the financial statements for 2019 year end, the total amount of dividend to be decided in June is required to be within the distributable amount which is determined by calculation using the amount of retained earnings stated in the financial statements for 2018 financial year that have been already approved by the AGM last year.

For clarification, in Japan, an annual general meeting of shareholders is defined as a general meeting of shareholders approving the financial statements for the last financial year, and the term of office of a director usually expires at the time of conclusion of an annual general meeting of shareholders as provided in law or the company’s articles of incorporation. In short, if the term of office of a director expires at this coming AGM and if the AGM is postponed to September, the term of office of the director will be extended to September. From a legal perspective, in the cases where companies cannot hold the AGM within 3 months of the year end due to an event beyond their control, there is no legal requirement for re-electing the incumbent directors and renewing their terms of office within 3 months of the year end.

Article 317 of the Companies Act provides that in cases where a resolution for postponement or adjournment is passed at a general meeting of shareholders, the provisions of Article 298 and Article 299 do not apply. Article 298 provides, among other things, that when calling a general meeting of shareholders, companies are required to decide, by resolution of the board of directors, on date, time, and place of the meeting and the matters for which the meeting is held. Article 299 provides, among other things, that in the case of a company in which all or part of its shares can be traded without approval of the company, directors must dispatch notice of general meeting to shareholders no later than two weeks prior to the date of meeting. In short, Article 317 provides that if a company decides to postpone or adjourn a general meeting of shareholders by resolution of the meeting, the company is not required to take convening procedures for convening the postponed or adjourned general meeting. It is generally accepted that under Article 317 convening procedures are not required only in the cases where the postponed or adjourned meeting is held in a short time after the first meeting and the company does not have much time to take convening procedure. If a company cannot hold the postponed or adjourned meeting in a short time and the company has much time to take convening procedure, it is required to do so.

Article 317 is not the sole legal restriction on postponement or adjournment of a general meeting of shareholder. Article 831 of the Companies Act provides that in the cases where the procedure for convening or the method of a resolution at a general meeting of shareholders violate laws, regulations, or the company’s articles of incorporation, or are grossly improper, a shareholder may, within 3 months of the day when the resolution is made, request the court to revoke the resolution. Generally speaking, shareholders need information on the financial statements for the last financial year before exercising their voting rights on agenda items for year-end dividend and re-election of directors. In Option B, there is a possibility that a shareholder thinks that the resolution of the general meeting is voidable because it is made without disclosing the financial statements to shareholders and therefore the method of resolution is grossly improper, and brings a lawsuit against the company requesting the court to revoke the resolution of the general meeting. For companies choosing Option B, it is essential that shareholders are well informed of the financial situation of the company for 2019 financial year in exercising their voting rights on agenda items for year-end dividend and re-election of directors. Necessity of choosing Option B is not sufficient.

We think that a company can consider choosing Option B only in the case where it is necessary and all the shareholders are likely to agree to the company’s choosing Option B.

If a company choosing Option B has much time to take convening procedure for the adjourned general meeting after the first general meeting, it is required to do so in order to ensure shareholders rights to participate in and vote at the adjourned general meeting. In the notice of the adjourned meeting, agenda items may not be added to the ones stated in the first notice because the second meeting is a part of the same meeting as the first meeting. Since both meetings constitute an annual general meeting, the second notice should be sent to the shareholders of the same record date as the first notice. We think it is legally possible because the record date prescribed in the company’s articles does not lose validity even if 3 months passes since the record date before the date for exercising shareholders’ rights is set within 3 months of the record date.

(This information is for informative purposes only and should not be relied upon as legal advice. Please seek legal advice from professional advisers on a specific case. We always welcome your questions and comments.)

https://www.kiyoshifujita.jp/2020/05/26/option-b-hold-and-adjourn-the-agm-in-june-and-hold-the-adjourned-meeting-in-september/

24/05/2020

Option A: Postpone the AGM to September by changing the record date to July 1.

It is generally understood that Option A does not violate the provision of a company’s articles providing that the AGM shall be convened within 3 months of the year end, based on the interpretation of the provision that it does not intend to always require the company to hold an AGM within 3 months of the year end even when it is difficult to do so due to an event beyond its control such as natural disaster.

In Option A, companies will change the record date to sometime after the year end in compliance with Article 124 of the Companies Act, and will postpone the AGM to sometime beyond 3 months of the year end. Article 124 provides that a record date is required to be a date not more than 3 months prior to the date on which shareholders may exercise certain shareholders’ rights for which the record date is fixed. Article 124 is based on the principle that it is preferable that shareholders as of the date of exercising shareholders’ rights exercise the shareholders’ rights, and the smaller the difference between shareholders as of the record date and shareholders as of the date of exercising shareholders’ rights is, the better.

If a company sets a record date in its articles for certain shareholders’ rights on a certain date not more than 3 months prior to the date on which the shareholders’ rights are exercised, and if 3 months passes since the record date before the company sets a date for exercising the shareholders’ rights, what should we do? The Companies Act does not address the issue. We do not think the record date prescribed in a company’s articles loses validity upon 3 months passes since the record date. We think that in the event that a company cannot set a date for shareholders to exercise their rights for which a record date is set within 3 months of the record date due to an event beyond its control, it may change the record date prescribed in their articles and that it is lawful under the Companies Act.

If a company chooses Option A, we think that it should notify all the shareholders as of the record date of the change of the record date, in addition to publishing a public notice of the new record date as required by Article 124. We think that the process of notifying all shareholders as of the record date is required because the public notice of the new record date is for the purpose of encouraging the shareholders who have not yet registered their names in the register of shareholders to register and such public notice does not work as an alert to the shareholders who believe that they are the shareholders as of the record date and are entitled to exercise their rights for which the record date is set even when they transfers their stock after the record date.

In Option A, shareholders as of March 31 who transferred and lost their stock after March 31 (and registered the transfer in the register of shareholders) may lose their rights to receive payment of year-end dividend and may suffer unforeseeable damage. There is a possibility that the company might be claimed for damages by former shareholders who transferred and lost their stock after the original record date thinking that they would be granted payment of year-end dividend.
To minimize the company’s liability to pay such damages, we would advise those companies who choose Option A to notify all the shareholders as of the original record date of the change of the record date as soon as the company becomes aware of the possibility that it will have to postpone the AGM to sometime beyond 3 months of the year end.

(This information is for informative purposes only and should not be relied upon as legal advice. Please seek legal advice from professional advisers on a specific case. We always welcome your questions and comments.)

https://www.kiyoshifujita.jp/2020/05/24/option-a-postpone-the-agm-to-september-by-changing-the-record-date-to-july-1/

24/05/2020

Option A: Postpone the AGM to September by changing the record date from March 31 to July 1.

Option B: Hold the AGM in June and adjourn it and hold the adjourned meeting in September.

Option C: Postpone the AGM to September without changing the March 31 record date.

We think that these are options that companies can take under the Japanese Companies Act to postpone or adjourn an AGM scheduled in June 2020 to sometime after the pandemic situation is resolved, if they cannot complete accounts closing and year-end auditing for 2019 financial year end before the AGM due to the restriction on movement to curb the spread of COVID-19.

In Japan, many companies have provisions in their articles of incorporation to the effect that;

The financial year of the Company shall commence on April 1st of each year and end on March 31st of the following year;

AGMs shall be convened within three months of the year end of each financial year;

The record date for determining shareholders who are entitled to exercise their voting rights at an AGM shall be the year end of each financial year; and

The record date for determining shareholders who are entitled to receive payment of year-end dividends, if resolved by a general meeting, shall be the year end of each financial year.

Article 124 of the Japanese Companies Act provides that a record date is required to be a date not more than 3 months prior to the date on which shareholders may exercise certain shareholders’ rights for which the record date is fixed. To comply with Article 124, many Japanese companies provide in their articles that the record date for voting rights at an AGM should be the year end and that AGMs shall be convened within 3 months of the year end.

Under the Japanese Companies Act, a dividend of surplus is required to be approved by the general meeting of shareholders, except that it may be decided by the board of directors in the case of companies in which terms of office of directors are limited to one year and with a board of statutory auditors and an accounting auditor.

Therefore, many Japanese companies, except for the case of companies in which the board of directors may decide payment of dividends, need to approve payment of year-end dividends by an AGM within 3 months of the year end. Even in the case of companies in which the board of directors may decide payment of dividends, if the payment of dividends should be decided based on the financial statements which are required to be approved by the AGM, the board of directors need to decide the payment after the AGM approved the financial statements within 3 months of the year end. In short, if an AGM is postponed, payment of year-end dividends is also postponed.

Under these rules, if a Japanese company with a March 31 financial year end postpone an AGM to sometime after June 30, it is required to change the record dates for voting rights at AGMs and rights to receive year-end dividends to a date after March 31. If the record date is changed, those shareholders as of March 31 who sold their stock after April 1 will lose their rights to receive the year-end dividends.

This is the issue specific to Japan on the postponement of an AGM.

We think that there are three options as stated below, if the accounts closing and year-end auditing are unlikely to be completed before the AGM scheduled in June.

Option A: Postpone the AGM to September by changing the record date from March 31 to July 1.

Option B: Hold the AGM in June and adjourn it and hold the adjourned meeting in September.

Option C: Postpone the AGM to September without changing the March 31 record date.

We think that the health of persons in charge of accounts closing and year-end auditing should be given highest priority, while shareholders’ rights to vote at an AGM and receive payment of year-end dividends should be protected. With the unprecedented situation, we think that these three options should all be regarded as legal under the Japanese Companies Act. However, each option probably has both advantages and disadvantages, and therefore, we should consider a better way for accounting and auditing persons’ health and shareholders’ rights.

(This information is for informative purposes only and should not be relied upon as legal advice. Please seek legal advice from professional advisers on a specific case. We always welcome your questions and comments.)

20/05/2020

Are there any options under the Japanese Companies Act to postpone or adjourn an AGM scheduled in June 2020 to sometime after the pandemic situation is resolved?

We think that there are three options.

https://www.kiyoshifujita.jp/2020/05/21/are-there-any-options-under-the-japanese-companies-act-to-postpone-or-adjourn-an-agm-scheduled-in-june-2020-to-sometime-after-the-pandemic-situation-is-resolved/

Options acceptable under the Japanese Companies Act to postpone or adjourn an AGM scheduled in June 2020 to sometime after the pandemic situation is resolved in order to prevent spread of infection with COVID-19

26/04/2020

Q. I am a shareholder of a company with provisions of its articles of incorporation which provide that annual shareholder meetings shall be called within 3 months from the last day of each business year, and that the company shall fix March 31st of each business year as a record date and determine the shareholders of the record date as the shareholders entitled to vote at annual shareholder meetings and to receive payment of end-of-the-term dividends.
If I sell my shares to someone on or after April 1st and after that the company changes the record date to, for example, June 30, I am not likely to receive the dividend.
Is my understanding correct?

A. Correct
It appears that many companies are planning to hold an annual shareholder meeting within a period of time provided in the articles of incorporation of each company by booking a smaller place of meeting than usual and allowing smaller number of shareholders to enter the meeting place than usual in order to prevent infection spread of the new coronavirus. It is anticipated, however, that inspite of these efforts they might not be able to complete the account settlement work and auditing work by the time when the company send the notice of the shareholder meeting to shareholders due to the call for refraining from going to the office and for teleworking.
If the company decided to postpone the annual shareholder meeting and, for that purpose, changed the record date for voting rights at annual shareholder meetings and rights to receive dividends, those who do not have shares on the new record date cannot exercise the voting rights at the annual shareholder meeting rescheduled nor receive the payment of dividends on the effective date rescheduled.

Q.　私が株式を持っている会社では、定時株主総会は事業年度の終了後３か月以内に招集すること、定時株主総会の議決権と配当については３月３１日を株主名簿を基準日とすることが、定款で定められています。もし私が４月１日以降に株式を売却し、その後、会社が基準日をたとえば６月３０日に変更したら、私は配当を受け取ることができないのでしょうか。

A.　そのとおりです。
新型コロナウイルスの感染拡大を防止するため、株主総会の会場を例年より縮小し、出席できる株主の人数を制限するなどの対策を講じた上で、定款に定められた時期に開催しようとしている会社が多いことと思いますが、出勤自粛などの影響により、決算と監査が例年の定時株主総会の時期に間に合わないことも予想されます。会社が、定時株主総会の時期を延期するために、定時株主総会の議決権と配当の基準日を変更した場合、変更された基準日に株式を保有していなければ、定時株主総会で議決権を行使することも配当を受け取ることもできません。


Q. Isn’t it possible that the annual shareholder meeting be postponed sometime more than 3 months after the record date without changing the record date?

A. We think that in the case of a company with a record date for voting rights at annual shareholder meetings provided in its articles of incorporation, if the company decided, after the record date, to postpone the date of annual shareholder meeting due to an event beyond the company’s reasonable control, the company may postpone the date of annual shareholder meeting to sometime more than 3 months after the record date without changing the record date to a date not more than 3 months prior to the date of annual shareholder meeting postponed.
(This is not, however, a commonly accepted interpretation of law on this issue at themoment. Please seek professional adviser’s opinion on a particular case.)

A record date is required to be, if fixed, a date not more than 3 months prior to the date on which shareholders may exercise certain shareholders’ rights for which the record date is fixed (Japanese Companies Act, Article 124, paragraph2). This is because it is preferable that shareholders as of the date to exercise shareholders’ rights exercise the shareholders’ rights.

On the other hand, it is commonly accepted that a provision of a company’s articles of incorporation to the effect that annual shareholder meetings should be held in certain time of year does not intend to require an annual shareholder meeting be held in such time of year even when it is difficult to hold a shareholder meeting due to an act of God or other events beyond the company’s reasonable control. Additionally, it is commonly accepted that, in the event a company needs to change the record date provided in its articles of incorporation due to an event beyond its reasonable control, the company may change the record date by publishing a public notice of the new record date without amending the provision of the articles of incorporation.

However, changing the record date provided in a company’s articles of incorporation without notifying shareholders of the change before the original record date might cause shareholders suffer unforeseeable damage.

We think that Article 124, paragraph 2, of the Companies Act mentioned above intends to apply to the case where a company fixes a record date for certain shareholders’ rights but does not intend to apply to the case where a company decides, after the record date once fixed, to postpone the date to exercise certain shareholders’ rights for which the record date is fixed to sometime more than 3 months after the record date due to an event beyond the company’s reasonable control. In other words, we think that in the case of a company with a record date provided in its articles of incorporation for certain shareholders’ rights, in order for the company to decide, after the record date, to postpone the date to exercise such shareholders’ rights to sometime more than 3 months after the record date due to an event beyond the company’s reasonable control, the company is not required to change the record date to a date not more than 3 months prior to the new date to exercise such shareholders’ rights. Therefore, in the case of a company with a record date for voting rights at annual shareholder meetings and dividends fixed in its articles of incorporation, the company may, in the event of an act of God or other events beyond the company’s reasonable control such as infection spread of the new coronavirus, postpone the date of an annual shareholder meeting and the effective date of an year-end-dividend to sometime more than 3 months after the record date, without changing the record date to a date not more than 3 months prior to the new date of annual shareholder meeting postponed and the new effective date of the dividends.

(The above is not a commonly accepted interpretation of law on this issue at the moment. Please seek profession aladviser’s opinion on a particular case.)

Q.　基準日を変更しないで、定時株主総会の開催を、基準日から３か月より後に延期することできないのですか。

A.　定款で定時株主総会の議決権について基準日が定められている場合に、基準日より後に、やむを得ない事由により定時株主総会の延期を決定する場合には、当該定時株主総会にかかる基準日を変更しないで、定時株主総会の時期を、基準日から３か月を経過した時期に延期することができると考えられます。
（ただし、これは現時点での確立された解釈ではありません。個別のケースについては専門家にご相談ください。）

株主の権利の行使について会社が株主名簿の基準日を定めるときは、株主が権利を行使できる日から３か月より前の日を基準日とすることはできません（会社法124条2項）。株主の権利が行使される時に株主である者と、実際に権利を行使する者との乖離が大きくなることは、好ましくないからです。

他方で、定時株主総会の開催時期が定款で定められている場合であっても、天災等やむを得ない事由によりその時期に定時株主総会を開催することが困難な場合まで、その時期に定時株主総会を開催することを要求する趣旨ではないと考えられています。また、定款で定められている基準日を、やむを得ない事由により会社が変更する場合には、定款を変更する必要はなく、新たな基準日の２週間前までに公告すればよいとされています。

しかし、いったん定款で定められた基準日を変更する場合には、当初の基準日より前に株主に通知するのでなければ、株主に不測の損害を与えるおそれがあります。

前述の会社法124条2項の規定は、会社が新たに基準日を定める場合を想定したものであって、いったん定められた基準日にかかる株主の権利を行使できる日を、やむを得ない事由により延期する場合に、延期された当該権利を行使できる日の前３か月以内に基準日を変更しなければならないということまでを意味しないと考えられます。言い換えれば、定款で株主の権利の行使について権利行使の日の前３か月以内の日に基準日が定められている場合に、基準日の後に、やむを得ない事由により当該基準日にかかる株主の権利を行使できる日を延期することを決定する場合には、基準日が、延期された当該権利を行使できる日の前３か月以内の日となるように、基準日を変更する必要はないと考えられます。したがって、定款で定時株主総会の議決権と配当について基準日が定められている場合に、基準日より後に、新型コロナウイルスの感染拡大などのやむを得ない事由により定時株主総会の開催と配当を延期することを決定する場合には、当該基準日を変更しないで、定時株主総会の開催と配当の効力発生日を、基準日から３か月を経過した時期に延期することができると考えられます。

（上記は現時点での確立された解釈ではありません。個別のケースについては専門家にご相談ください。）

Q. Is it possible to hold an annual shareholder meeting in 2 separate days, for example, in June for agenda regarding election of directors and in September for agenda regarding approval of financial statements and payment of dividend for the purpose of prevention of infection spread of the new coronavirus?

A. It is possible by sending notice of each shareholder meeting to shareholders, provided that the notice of the adjourned meeting is sent to the same shareholders as those of the 1st meeting without changing the record date if a record date is fixed in the company’s articles of incorporation for voting rights at annual shareholder meetings and dividends. This is because these 2 meeting days constitute an annual shareholder meeting and, therefore, the 2meetings are required to consist of the same shareholders.
(This is not, however, a commonly accepted interpretation of law on this issue at the moment. Please seek professional adviser’s opinion on a particular case.)

To continue an adjourned shareholder meeting after the 1st meeting is adjourned to another time and place (adjourned meeting), the company is not required to take procedure for convening the adjourned meeting (Companies Act, Article 317). However, it is considered that the company is not required to do so only where there is no time for the company to take such procedure between the 1st meeting and the adjourned meeting. In the case where the company has time to take procedure for convening the adjourned meeting after the 1st meeting is adjourned, the company is required to take the procedure for convening the adjourned meeting.

Moreover, the notice of adjourned meeting is required to be sent to the same shareholders as those of the 1st meeting, because both meetings constitute an annual shareholder meeting.

We think that, if a record date is fixed in the company’s articles of incorporation for voting rights at annual shareholder meetings and rights to receive payment of year-end-dividends, the company is required to hold the 1st meeting of the annual shareholder meeting within 3 months from the record date and to hold the adjourned meeting without changing the record date. Although the record date is required to be not more than 3 months prior to the date on which shareholders may exercise certain shareholders’ rights for which the record date is fixed (Companies Act, Article 124, paragraph2) as mentioned above, it is considered that the company may hold the adjourned meeting more than 3 months after the record date as long as the 1st meeting is held within 3 months from the record date.

With regard to dividends, as mentioned above, we think that, in the case of a company with a record date for rights to receive payment of dividends fixed in its articles of incorporation, the company may, in the eventof an act of God or other events beyond the company’s reasonable control, postpone the effective date of dividends to sometime more than 3 months after the record date without changing the record date to a date not more than 3 months prior to the new effective date of the dividends rescheduled.

(The above is not a commonly accepted interpretation of law on this issue at the moment. Please seek professional adviser’s opinion on a particular case.)

Q.　新型コロナウイルスの感染拡大を防止するため、定時株主総会をたとえば６月と９月の２回に分けて、６月に取締役の選任を行い、９月に計算書類の承認と配当の決議を行うことは可能ですか。

A.　可能です。ただし、それぞれの開催期日について、招集手続をとる必要があります。また、定款で定時株主総会の議決権と配当の基準日が定められている場合には、基準日を変更しないで開催する必要があると考えられます。いずれも同一の定時株主総会であるため、同一の株主に対して招集手続をとる必要があるからです。
（ただし、これは現時点での確立された解釈ではありません。個別のケースについては専門家にご相談ください。）

株主総会において、会議をさらに別の日時を設けて続行すること（継続会）を決議した場合には、あらためて招集手続をとる必要はありません（会社法317条）。しかし、継続会についてあらためて招集手続をとる必要がないのは、初めの総会から継続会までの間に、あらためて招集手続をとる時間がない場合に限られると解されています。初めの総会から継続会までの間に、あらためて招集手続をとるのに必要な日数がある場合には、継続会についてあらためて招集手続を採る必要があります。

また、初めの総会と継続会は同一の株主総会ですので、初めの総会と同一の株主に対して継続会の招集手続をとる必要があります。

定款で定時株主総会の議決権と期末配当の基準日が定められている場合には、基準日から３か月以内に初めの定時株主総会を開催し、基準日を変更しないで継続会を開催する必要があると考えられます。前述したように、株主の権利の行使について会社が基準日を定める場合は、株主が権利を行使できる日を、基準日から３か月を過ぎた日とすることはできませんが（会社法124条2項）、初めの総会が基準日から３か月以内であれば、継続会の日が基準日から３か月を超えていても差し支えないと考えられます。

配当については、前述したとおり、定款で配当を受ける権利について基準日が定められている場合に、基準日より後に、天災等のやむを得ない事由により配当を延期する場合には、当該基準日を変更しないで、配当の効力発生日を、基準日から３か月を経過した時期に延期することができると考えられます。

（上記は現時点での確立された解釈ではありません。個別のケースについては専門家にご相談ください。)