Thu, Nov 05, 2026中文About
Filings today 535 / Covered 20
Source: TDnet timely disclosures
Updated 11/05 16:00M&A / TOB 6 Guidance 59 Buybacks 25 Dividends 9 Capital 3 Earnings 159 People 3

Japanese Share Buybacks Explained: Board Resolutions, Methods, Limits and Cancellation

Last checked against the sources: 2026-11-05

What a buyback is

A Japanese listed company buying its own shares from shareholders is called 自己株式の取得 (acquisition of treasury shares). Shares the company holds are treasury shares (自己株式, often called 金庫株): they carry no votes and receive no dividends. Companies usually present buybacks as shareholder returns or as a way to improve capital efficiency.

Who decides, and what

Under Article 156 of the Companies Act, a company buying its own shares by agreement with shareholders must first set three things by shareholder resolution: the maximum number of shares, the maximum total amount, and the period (no longer than one year). Most listed companies' articles let the board decide instead (Article 165 for on-market and tender offer purchases; Article 459 for qualifying companies), so the TDnet filing is usually a board resolution.

The share count and amount in the filing are caps, not commitments. How much was actually bought shows up in later progress filings.

How the shares are bought

  • On-market: bought on the exchange over the period. The most common route.
  • ToSTNeT-3: the TSE's off-auction treasury share purchase. The price is announced the day before (usually that day's close) and the purchase is done the next morning. Often used when a large holder wants to sell in one block.
  • Self-tender offer: a tender offer under Article 27-22-2 of the FIEA, at one price for all shareholders. Common when a parent or major holder is selling.

How much can be bought: the distributable amount

Article 461 of the Companies Act caps what a company may pay for its own shares at its distributable amount (分配可能額) at the time. Dividends share the same cap.

Afterwards: cancel or hold

The company can cancel (消却) treasury shares by board resolution (Article 178), reducing shares outstanding, or keep them for uses such as employee stock compensation or share-exchange deals. A cancellation filing is titled "自己株式の消却".

TDnet filings to watch

Title containsMeaning
自己株式取得に係る事項の決定に関するお知らせBoard approves a buyback: share cap, amount cap, period, method
自己株式の取得状況に関するお知らせMonthly progress during the period
自己株式の取得結果及び取得終了に関するお知らせBuyback completed or period ended
自己株式立会外買付取引(ToSTNeT-3)による自己株式の買付けに関するお知らせToSTNeT-3 purchase the next morning
自己株式の公開買付けの開始に関するお知らせSelf-tender offer
自己株式の消却に関するお知らせCancellation

Kabuto's buyback stories are under Buybacks, each linked to the TDnet original.

Sources