Yes, but the rule works differently depending on which body is resolving. A KK (株式会社) or GK (合同会社) shareholders' meeting can be replaced entirely by unanimous written or electronic consent under the Companies Act (会社法), with no special provision required anywhere. A board of directors can do the same only if the articles of incorporation (定款) expressly authorize it in advance, and only with full director and auditor consent.
Can Shareholders Approve a Resolution Without Holding a Meeting?#
Yes. Under the Companies Act (会社法), if every shareholder entitled to vote on a proposal gives written or electronic consent to it, the proposal is deemed passed without any meeting taking place. No clause in the articles of incorporation (定款) is needed to use this mechanism; it is available to every KK by default.
Two conditions matter in practice. The consent must be in writing or electronic form: an email, a signed consent letter, or an electronic record all qualify, but a verbal yes on a call does not. And the consent has to be unanimous among shareholders entitled to vote on that specific matter, so a single non-responsive minority shareholder blocks the route entirely and forces an actual meeting or a proxy.
A separate rule covers reporting items rather than resolution items, such as the business report presented at an ordinary general meeting. There, a different provision lets all shareholders be deemed to have received the report once distributed, rather than relying on the consent-based deemed-resolution mechanism. The two routes solve different problems: one dispenses with a vote, the other dispenses with a live reading of a report. For the wider governance picture around annual filings, see Japan Annual General Meeting (定時株主総会) Requirements.
Can the Board of Directors Pass Resolutions in Writing Too?#
Only if the articles of incorporation (定款) say so in advance. Unlike the shareholder mechanism, a board of directors cannot use a written deemed-resolution procedure by default under the Companies Act (会社法); the articles must expressly authorize omitting the board meeting before the company can rely on it.
Where the articles do authorize it, the mechanical requirements mirror the shareholder version but add one more party. Every director entitled to vote on the matter must give written or electronic consent, and if the company has a company auditor (監査役), that auditor must not object to the proposal. A silent auditor is fine; an objecting auditor blocks the deemed resolution and forces an actual board meeting.
One carve-out worth knowing before relying on this for every board matter: resolutions reserved for a committee of special directors (特別取締役) are excluded from the written procedure under a separate provision of the Companies Act. That committee structure is rare outside large KKs with big boards, so most foreign-owned KKs and GKs running lean boards will not encounter it, but it is worth ruling out before assuming every board decision qualifies.
Why Do Shareholders and the Board Follow Different Rules?#
This asymmetry is the single most important fact for a remote founder group to internalize. The shareholder written-consent mechanism is available automatically to every KK; the board written-consent mechanism is available only if the company opted in through its articles beforehand. A founder who assumes both bodies work the same way discovers the gap only when a board decision is needed and the articles never addressed it.
The practical consequence is that a company incorporated without the authorizing clause can still pass every shareholder resolution in writing, but cannot pass a single board resolution without convening an actual meeting, even if every director would happily consent by email. For background on how KK governance bodies sit together, see Japan Corporate Governance for Foreign-Owned KK.
Should the Written-Resolution Clause Be Added at Incorporation or Later?#
Add it at incorporation. The authorizing clause for board written resolutions is far cheaper to include in the original articles of incorporation (定款) than to add afterward, because adding it later requires a special resolution of the shareholders to amend the articles, with its own notice, vote, and (for a KK) registration formalities.
A founder group drafting the articles for a new KK or GK should raise this clause explicitly with whoever is preparing the incorporation documents, rather than assuming it is implied by the general governance language. It costs nothing extra to include at drafting stage and closes a gap that otherwise surfaces at the worst moment, typically when a time-sensitive board decision needs to be made and half the directors are in different time zones. See Japan Company Incorporation - Complete 2026 Guide for Non-Residents for how this fits into the broader incorporation sequence, and Aplash's company incorporation service for drafting support on the articles themselves.
Does This Apply to Virtual or Hybrid Shareholders' Meetings Too?#
Not the same mechanism, but related context worth knowing. A 2022 reform under the Industrial Competitiveness Act (産業競争力強化法) separately allows virtual-only shareholders' meetings for METI-designated listed companies, and hybrid (in-person plus online) meetings for any company. That reform concerns how a meeting is held when one is held; the written deemed-resolution mechanism in this post concerns dispensing with a meeting altogether.
For an ordinary unlisted KK or GK, which is the structure most foreign founders actually run, the written-consent route under the Companies Act is the more relevant tool day to day, since it avoids the logistics of scheduling any meeting, virtual or physical, for routine resolutions.
Key points:
(a) Shareholders can pass any resolution by unanimous written or electronic consent with no articles provision required; a single non-consenting shareholder blocks the route.
(b) The board can only use the equivalent written-consent mechanism if the articles of incorporation expressly authorize it, and even then every director must consent and a company auditor, if one exists, must not object.
(c) Build the board authorization clause into the articles at incorporation rather than adding it later, since a later addition requires a special shareholder resolution to amend the articles.
What Does This Mean for Non-Resident Founders Running a KK or GK Remotely?#
It means routine governance does not require flying anyone to Japan or scheduling a synchronized video call across time zones, provided the paperwork is set up correctly from the start. Shareholder resolutions work by email consent out of the box. Board resolutions work the same way only if the articles were drafted with the authorizing clause, which is why reviewing the articles before relying on remote governance matters more than most founders assume.
Keep the consent records (emails, signed PDFs, or electronic signature logs) on file, since they are the evidentiary basis for the deemed resolution rather than minutes of a meeting that never happened. Where the company's day-to-day representative structure is also split across jurisdictions, for example a non-resident director or a GK with an overseas 代表社員, the governance mechanics interact with who actually has authority to sign on the company's behalf. See Does a Japan GK Need a 職務執行者 If Its 代表社員 Is an Individual? for that adjacent question, and Aplash's company incorporation service for getting the articles drafted correctly before the asymmetry becomes a live problem.
Frequently Asked Questions#
Do we need to amend our articles of incorporation to pass shareholder resolutions by email?
No. The shareholder written-consent mechanism under the Companies Act (会社法) is available to every KK and GK automatically, with no articles provision required. You only need unanimous written or electronic consent from every shareholder entitled to vote on the specific matter.
Our articles do not mention written board resolutions. Can we still try it if every director agrees by email?
No. Without an express authorizing clause in the articles of incorporation, the board written-consent mechanism is not available, regardless of how unanimous the directors are. You would need an actual board meeting (which can be held by video call) until the articles are amended to add the clause, and that amendment itself requires a special shareholder resolution.
Does a company auditor have to approve every board written resolution?
Only if the company has a company auditor (監査役) in the first place. Where one exists, the written board resolution is valid only if that auditor does not object to the proposal; many small foreign-owned KKs and GKs have no company auditor at all, in which case this condition simply does not apply.
Conclusion#
A remote founder or director group does not need to convene a physical or video meeting for most KK or GK governance if the paperwork is structured correctly. Shareholder resolutions can go entirely in writing by default; board resolutions can too, but only where the articles of incorporation were drafted to allow it. Getting that clause into the articles at incorporation, rather than retrofitting it later, is the detail that determines whether remote governance actually works in practice.
This article is informational only and does not constitute legal, tax, or regulatory advice. Consult a qualified advisor before acting on the content. Last updated: October 2026.