japan corporations law ---Deceptive Names (original) (raw)
Translation Note: Kabushiki Kaisha = joint stock corporation (�gCo.�h �gInc.�h). Equity company = all other corporations provided for in this law
===============================================================
BOOK I. GENERAL PROVISIONS
CHAPTER 1. GENERAL PRINCIPLES
Article 1. (Purport)
Article 3. (Corporate Status)
Article 4. (Address)
Article 5. (Commercial Acts)
CHAPTER 2. TRADE NAMES OF CORPORATIONS
Article 6. (Trade Names of Corporations)
Article 7. (Prohibition on the Use of Names Causing Misconception about Corporate Status)
Article 8. (Prohibition on the Use of Names Causing Misconception about Corporate Status)
Article 9. (Liability of Corporations Permitting Others to Use Its Own Trade Name.)
CHAPTER 3. CORPORATE EMPLOYEES, ETC.
Section 1. Corporate Employees
Article 11. (Rights of Representation by Managers)
Article 12. (Prohibition on Competition by Managers)
Article 13. (Appearance as Manager)
Article 14. (Employees Delegated with Certain Matters, or Designated Matters)
Article 15. (Employees of a Store Selling Goods)
Article 16. (Obligation of Notice)
Article 17. (Prohibition on Competition by Commercial Agent)
Article 18. (Authority to Receive Notice)
Article 19. (Cancellation of Contracts)
Article 20 (Commercial Agent�fs Right to Retain)
CHAPTER 4. PROHIBITIONS OF COMPETITION WHEN THERE HAS BEEN TRANSFERS OF BUSINESS
Article 21. (Prohibition of Competition by Transferor of a Business)
Article 23. (Acceptance of Liability by Transferee Corporation)
Article 24. (Transfer of Business Between Merchants)
BOOK II. KABUSHIKI KAISHA (JOINT STOCK CORPORATION)
CHAPTER 1. INCORPORATION
Section 1. General Provisions
Section 2. Preparation of Articles of Incorporation
Article 26. (Preparation of Articles of Incorporation)
Article 27. (Matters to be Entered or Recorded in the Articles of Incorporation)
Article 28. (Other Articles of Incorporation Entries)
Article 29. (Articles of Incorporation Optional Entries)
Article 30. (Notarization of Articles of Incorporation)
Article 31. (Location and Viewing of the Articles of Incorporation)
Section 3. Investments
Article 32. (Determinations of Matters Concerning Share Issues at Incorporation)
Article 34. (Investment Performance)
Article 35. (Transfer of Rights to be Holders of Shares to be Issued at the Time of Incorporation.)
Article 36. (Loss of Rights to be Holders of Shares to be Issued at the Time of Incorporation.)
Article 37. (Determining the Total Number of Shares That Can be Issued.)
Section 4. Appointment & Dismissal of Directors at the Time of Incorporation
Article 38. (Appointment of Directors at the Time of Establishment)
Article 39. (EstablishmentOfficers)
Article 40. (Method of Appointment of Establishment Officers)
Article 41. (Special Methods of Appointment of Establishment Officers.)
Article 42. (Dismissal of Establishment officers)
Article 43. (Methods of Dismissing Establishment Officers)
Article 44. (Special Methods of Dismissal of Establishment Officers)
Section 5. Examinations by Establishment Directors
Article 46. (Examinations by Establishment Directors)
Section 6. Appointment, etc. of Establishment Representative Directors
Article 47. (Appointment, etc. of Establishment Representative Directors.)
Article 48. (Appointment of Establishment Committee Members)
Section 7. Incorporation of Kabushiki Kaisha (Joint Stock Corporation)
Article 49. (Incorporation of Kabushiki Kaisha.)
Article 50. (Rights of Subscribers to Shares)
Article 51. (Restrictions on the Cancellation or Invalidity of Subscriptions)
Section 8. Liability of Incorporators
Article 52. (Liability Where the Value of Invested Assets is Inadequate)
Article 53. (Liability of Incorporators, etc for Compensatory Damages)
Article 54. (Joint and Several Liability of Incorporators, etc.)
Article 55. (Release of Incorporators from Liability)
Article 56. (Liability When the Corporation is Not Established)
Section 9. Incorporation by Solicitation
Sub-Section 1. Solicitation of Subscribers of Shares to Be Issued at the Time of Incorporation
Article 57. (Solicitation of Subscribers of Shares to Be Issued at the Time of Incorporation)
Article 58. (Determinations on Matters Concerning Subscription to Shares at the Time of Incorporation)
Article 59. (Application for Shares to be Subscribed to at the Time of Incorporation)
Article 60. (Allotment of Shares to be Subscribed to at the Time of Subscription)
Article 61. (Special Principles Concerning Applications & Allotments to be Subscribed to at the Time of Incorporation)
Article 62. (Subscription to Shares to be Subscribed to at the time of Incorporation)
Article 64. (Certification of Institutions Handling Subscription Payments)
Sub- S ection 2. General Meeting for Establishment
Article 65. (General Meeting for Establishment)
Article 66. (Authority of the General Meeting of Establishment)
Article 67. (Decisions on Calling the General Meeting of Establishment)
Article 68. (Notice of Calling of General Meeting of Establishmen)t
Article 69. (Abbreviation of Convocation Proceedings)
Article 71. (Reference Documents and Vote Exercise Documents)
Article 73. (Resolutions of the General Meeting of Establishment)
Article 74. (Proxy Exercise of Voting Rights)
Article 75. (Exercise of Voting Rights by Document)
Article 76. (Exercise of Voting Rights by Electromagnetic Methods)
Article 77. (Disunited Exercise of Voting)
Article 78. (Explanation Duties of Incorporators)
Article 79. (Authority of Chairman)
Article 80. (Extension & Continuance Votes)
Article 82. (Abbreviation of Resolutions of the General Meeting of Establishment)
Article 83. (Abbreviation of Reports to the General Meeting of Establishment)
Article 85. (Convocation & Resolutions of General Meeting of Establishment of Classes)
Sub- S ection 3. Reports on Matters Concerning Incorporation
Article 87. (Sub-section 3. Reports on Matters Concerning Incorporation)
Sub- S ection 4. The Appointment and Dismissal of Establishment Directors, etc.
Article 88. (The Appointment of Establishment Directors, etc).
Article 89. (Appointment of Establishment Directors by Cumulative Voting)
Article 90. (The Appointment of Directors)
Article 91. (Dismissal of Establishment Directors, etc.)
Article 92. (Dismissal of Establishment Directors, etc. By Classes of Shares)
Sub- S ection 5. Inspections by Establishment Directors, etc.
Article 93. (Inspections by Establishment Directors, etc.)
Article 94. (Special Case of Establishment Directors Being Incorporators)
Sub- S ection 6. Amendment of the Articles of Incorporation
Article 95. (Prohibition of Amendment of Articles of Incorporation by Incorporators)
Article 96. (Amendment of the Articles of Incorporation at the General Meeting of Establishment)
Article 97. (Cancellation of Subscription to Shares to be Issued at the Time of Incorporation)
Article 99. (Special Procedures for the Amendment of the Articles of Incorporation)
Article 100. (Amendment of Articles of Incorporation for Corporations with Classes of Shares)
Article 101. (Amendment of Articles of Incorporation for Corporations with Classes of Shares)
Sub-section 7. Special Cases of Incorporation Procedures
Article 102. (Special Cases of Incorporation Procedures)
Article 103. (Liability of Incorporators)
CHAPTER 2. SHARES
Section 1. General Provisions
Article 104. (Liability of Shareholders)
Article 105. (Rights of Shareholders)
Article 106. (Exercise of Rights Based on Joint Ownership)
Article 107. (Special Determinations Concerning the Contents of Shares.)
Article 108. (Differing Classes of Shares)
Article 109. (Equality of Shareholders)
Article 110. (Special Procedures for Amending the Articles of Incorporation)
Article 113. (The Total number of Shares that Can be Issued.)
Article 114. (The Total Number of Shares of a Class that Can be Issued)
Article 115. (The Number of Shares with Restricted Voting to be Issued)
Article 116. (Opposing Shareholders Demand to Have Shares Purchased)
Article 117. (Determination of the Price of Shares)
Article 118. (Demand to Have New Share Subscription Rights Purchased.)
Article 119. (Determination of the Price of the New Share Subscription Rights)
Article 120. (The Provision of Benefits in Relation to the Exercise of Shareholder Rights)
S ection 2. Shareholders Registry
Article 121. (Shareholders Registry)
Article 122. (Delivery of Documents Related to the Shareholders Registry Matters)
Article 123. (Shareholders Registry Administrator)
Article 125 (Storage and Viewing of Shareholders Registry)
Article 126. (Notices to Shareholders.)
S ection 3. Transfers of Shares
Sub-Section 1. Transfers of Shares
Article 127. (Transfers of Shares).
Article 128. (Transfers of Shares of Corporations Issuing Share Certificates)
Article 129. (Special Cases Concerning the Disposition of Treasury Stock)
Article 130. (Requirements for Opposing the Transfer of Shares)
Article 131. (Presumption of Rights)
Article 134. (Acquisition of Transfer Restricted Shares)
Article 135. (Prohibition of Acquisition of Parent Corporation Shares)
Sub- S ection 2. Approval Procedures in relation to Share Transfers.
Article 136. (Demand for Approval from Shareholders)
Article 137. (Demand for Approval from the Share Acquirer)
Article 138. (Methods of Demanding Approval of Transfers, etc.)
Article 139. (Decisions, etc. Approving Transfers, etc.)
Article 140. (Purchases by the Kabushiki Kaisha or Designated Purchasers)
Article 141. (Purchase Notification by a Kabushiki Kaisha)
Article 142. (Notice of Purchase by Designated Purchaser)
Article 143. (Retraction of Demand for Transfer, etc. Approval)
Article 144. (Determination of Sales Price)
Article 145. (Situations Where the Approval of the Kabushiki Kaisha is Deemed Given)
Sub- S ection 3. Pledging of Shares
Article 146. (Pledging of Shares)
Article 147. (Requirements for Opposing the Pledging of Shares)
Article 148. (Pledge Recordings, etc. of the Shareholders Registry)
Article 150. (Notice, etc. to Registered Share Pledgee)
Article 151. (Effect of Pledging Shares)
Article 152. (Pledgee Recording)
Article 153. (Pledging Share Certificates)
Article 154. (Priority of Share Pledges)
Section 4. Acquisition by the Kabushiki Kaisha of Its Own Shares
Sub- S ection 1. General Provisions
Article 155. (Permissible Acquisitions of a Kabushiki Kaisha�fs Own Shares)
Sub- S ection 2 Acquisition Based on Shareholder Agreement
Article 156. (Determination of Matters Concerning the Acquisition of Shares)
Article 157. (Determination of Acquisition Price, etc.)
Article 158. (Notice, etc to Shareholders)
Article 159. (Transfer Applications)
Article 160. (Acquisition from Designated Shares)
Article 161. (Special Cases for the Acquisition of Shares with Market Prices)
Article 162. (Special Case of Acquisitions from Successors.)
Article 163. (Acquisition of Shares from Subsidiaries)
Article 165. (Obtaining Shares Based on Market Transactions)
Sub-Section 3. Acquisition of Share With Rights to Demand Acquisition and Conditional Acquisition Shares
Article 166. (Demand for Acquisition of Shares with Rights to Demand Acquisition)
Article 167. (Occurrence of Legal Validity)
Article 168. (Determination of Date of Acquisition of Conditional Acquisition Shares)
Article 169. (Decisions on Conditional Acquisition Shares)
Article 170. (Occurrence of Legal Validity)
Sub- S ection 4. Acquisition of Conditional Total Acquisition Shares
Article 171. (Decisions Concerning the Acquisition of Conditional Total Acquisition Shares)
Article 172. (Court Petition for Price Determination)
Article 173. (Occurrence of Legal Validity)
Sub-Section 5. Demand to Sale on Heirs, Successors, etc.
Article 175. (Decision to Demand Sale)
Article 177. (Determination of Sales Prices)
Sub- S ection 6. Shares Cancellation
Article 178. (Shares Cancellation)
Article 179. Deleted
Section 5. Share Mergers, etc.
Sub-Section 1. Share Mergers, etc.
Article 180. (Merger of Shares)
Article 181. (Notice, etc. to Shareholders)
Article 182. (Occurrence of Legal Validity)
Sub- S ection 2. Stock Splits
Article 184. (Occurrence of Legal Validity)
Sub- S ection 3. Gratis Share Allotments
Article 185. (Gratis Share Allotments)
Article 186. (Decision of Matters Concerning Gratis Share Allotments)
Article 187. (Occurrence of Legal Validity of Gratis Share Allotments)
Section 6. Number of Unit Shares
Sub- S ection 1. General Provisions
Article 188. (Number of Unit Shares)
Article 189. (Restrictions on Rights Concerning Shares Less than Unit Shares)
Article 190. (Disclosure of Reasons)
Article 191. (Special Procedures for Amending the Articles of Incorporation)
Sub- S ection 2. Demand for Purchase by the Holder of Unit Deficient Shares
Article 192. (Demand for Purchase by the Holder of Unit Deficient Shares)
Article 193. (Determination of the Price of Unit Deficient Shares)
Sub- S ection 3. Demand For Sale to the Holder of Unit Deficient Shares
Article 194. (Demand For Sale by Holders of Unit Deficient Shares)
Sub-Section 4. Changes, etc. to the Number of Unit Shares
Article 195. (Changes, etc. to the Number of Unit Shares)
Section 7. Omission of Notice to Shareholders
Article 196. (Omission of Notice to Shareholders)
Article 197. (Auction of Shares)
Article 198. (Protests of Interested Parties.)
Section 8. Issuance, etc. of Shares in an Offering
Sub-Section 1. Determination, etc. of Offering Matters.
Article 199. (Determination of Offering Matters)
Article 200. (Delegating Determinations on Solicitation Matters)
Article 201. (Special Principles on Determinations of Solicitation Matters in Public Corporations)
Article 202. (Granting Rights to Receive Allotments of Shares to Shareholders)
Sub-Section 2. Share Offering Allotments
Article 203. (Share Offering Applications)
Article 204. (Allotment of Share Offering)
Article 205. (Special Principles Concerning Applications for Allotments of Share Offerings)
Article 206. (Subscriptions to Share Offerings)
Sub-Section 3. Investment of Assets Other Than Monies (Investment in Kind)
Article 207. (Investment in Kind)
Sub-Section 4. Investment Performance
Article 208. (Investment Performance)
Article 209. (Timing of Becoming a Shareholder)
Sub-Section 5. Demands to Cease the Issuance of Shares of the Offering
Article 210. (Demands to Cease the Issuance of Shares of the Offering)
Sub-Section 6. Liability in Relation to Solicitations
Article 211. (Restrictions on the Invalidity or Cancellation of Subscriptions)
Article 212. (Liability of Subscribers to Shares Due to Unfair Pay-ins)
Section 9. Share Certificates
Sub-Section 1. General Principles
Article 214. (Provisions in the Articles of Incorporation for Issuing Share Certificates)
Article 215. (Issuance of Share Certificates)
Article 216. (Matters Entered in the Share Certificate)
Article 217. (Petition for Non-Holding of Share Certificate)
Sub-Section 2. Submission, etc. of Share Certificates
Article 219. (Public Announcements, etc Concerning the Submission of Share Certificates)
Article 220. (Where the Share Certificates Can Not Be Submitted)
Article 221. (Registration of Lost Share Certificates)
Article 222. (Delegation of Duties Concerning the Registration of Lost Certificates)
Article 223. (Demand for Registration of Lost Share Certificate)
Article 224. (Notice to Legal Holder)
Article 225. (Petition for Erasure by Owner of Share Certificate)
Article 226. (Petition for Erasure by the Lost Share Certificate Registrant)
Article 227. (Erasure of Lost Share Certificate Registrations Where Provisions in the
Articles of Incorporation for Issuing Share Certificates Have been Abolished)
Article 228. (Invalidity of Share Certificates)
Article 229. (Relationship with Warning of Objection Procedures)
Article 230. (The Legal Validity of Lost Share Certificate Registration)
Article 231. (Location and Viewing of the Lost Share Certificates Registry)
Article 232. (Notice to the Lost Share Certificate Registrant)
Article 233. (Exclusion from Application)
Article 234. (Handling of Fractional Shares)
Article 235. (Fractional Shares)
CHAPTER 3. NEW SHARE SUBSCRIPTION RIGHTS (WARRANTS)
Section 1. General Principles
Article 236. (The Substance of New Share Subscription Rights (Warrants))
Article 237. (Exercise of Rights by Joint Owners)
Section 2. Issuance of New Share Subscription Rights
Sub-Section 1. Determinations of Solicitation Matters.
Article 238. (Determination of Solicitation Matters)
Article 239. (Delegation of Solicitation Matters Decisions)
Article 240. (Special Principles for Solicitation Matters Decisions for Public Corporations)
Sub-Section 2. Allotments of New Shares Subscription Rights Offered
Article 242. (Applications for a New Shares Subscription Rights Offering)
Article 243. (Allotments of New Share Subscription Rights being Offered)
Article 245. (The Date of Becoming A New Shares Subscription Rights Holder)
Sub-Section 3. Payments in Relation to New Shares Subscription Rights
Article 246. (Payments in Relation to New Shares Subscription Rights)
Sub-Section 4 Demands to Stop the Issuance of the New Shares Subscription Rights Being Offered
Article 247. (Demands to Stop the Issuance of the New Shares Subscription Rights Being Offered)
Sub-Section 5. Miscellaneous Provisions
Article 248. (Miscellaneous Provisions)
Section 3. New Shares Subscription Rights Ledger
Article 249. (New Shares Subscription Rights Ledger)
Article 251. (Administration of the New Shares Subscription Rights Ledger)
Article 252. (Location and Viewing of New Shares Subscription Rights Ledger)
Article 253. (Notices, etc., to New Shares Subscription Rights Holders)
Section 4. Transfers, etc. of New Shares Subscription Rights
Sub-Section 1. Transfers, etc. of New Shares Subscription Rights
Article 254. (Transfers, etc. of New Shares Subscription Rights)
Article 255. (The Transfer of Securities Issued New Shares Subscription Rights)
Article 256. (Special Cases Concerning Disposition of the Kabushiki Kaisha�fs Own New
Article 257. (Requirements for the Opposition to the Transfer of New Shares Subscription Rights)
Article 258. (Presumption of Rights)
Article 261. (Transfer Restricted New Share Subscription Rights)
Sub-Section 2. Restrictions on the Transfer of New Shares Subscription Rights
Article 262. (Demand for Approval from the New Shares Subscription Rights Holder)
Article 263. (Demand for Approval from the New Shares Subscription Rights Acquiring Party)
Article 264. (Methods of Demanding Transfer, etc. Approval)
Article 265. (Transfer Approval Decisions)
Article 266. (Where the Kabushiki Kaisha is Deemed to have Given Approval)
Sub-Section 3. Pledge of New Shares Subscription Rights
Article 267 (Pledge of New Shares Subscription Rights)
Article 268. (Requirements for Opposing Pledges in New Shares Subscription Rights)
Article 269. (Entries of the New Shares Subscription Rights Ledger)
Article 271. (Notice to the Registered New Shares Subscription Rights Pledge Rights Holder)
Article 272. (The Effect of New Shares Subscription Rights Pledges)
Section 5. Acquisition of One�fs Own New Shares Subscription Rights by the Kabushiki Kaisha
Sub-Section 1. Acquisition of New Shares Subscription Rights Based on the Determinations of the Solicitation Matters
Article 273. (Determination of the Date of Acquisition)
Article 274. (Decisions on New Shares Subscription Rights to be Acquired)
Article 275. (Occurrence of Legal Validity)
Sub-Section 2. Elimination of New Shares Subscription Rights
Article 276. (Elimination of New Shares Subscription Rights)
Section 6. Gratis Allotment of New Shares Subscription Rights
Article 277 (Gratis Allotment of New Shares Subscription Rights)
Article 278. (Decisions on Matters Concerning Gratis Allotments of New Shares Subscription Rights.)
Section 7. Exercise of New Shares Subscription Rights
Sub-Section 1. General Provisions
Article 280. (Exercise of New Shares Subscription Rights.)
Article 281. (Pay-in at the Time of the Exercise of the New Shares Subscription Rights)
Article 282. (The Timing of Becoming a Shareholder)
Article 283. (Disposition of Fractional Shares Less Than One Share)
Sub-Section 2. Investment of Assets Other Than Cash Monies
Article 284. (Investment of Assets Other Than Cash Monies)
Sub-Section 3. Liability
Article 285. (Liability of Subscribers, etc of New Shares Subscriber Rights for Unfair Pay-ins)
Article 286. (Liability of Directors, etc When the Value of the Assets Invested is Deficient)
Sub-Section 4. Miscellaneous Provisions
Article 287. (Other Eliminations of New Shares Subscription Rights)
Section 8. Securities Concerning New Shares Subscription Rights
Sub-Section 1. New Shares Subscription Rights Securities
Article 288. (Issuance of New Shares Subscription Rights Securities)
Article 289. (Matters to be Entered in the New Shares Subscription Rights Securities)
Article 290. (Changes between Registered and Bearer Types)
Article 291. (Loss of New Shares Subscription Rights Securities)
Sub-Section 2. Bond Certificates for Bonds with New Shares Subscription Rights
Article 292. (Bond Certificates for Bonds with New Shares Subscription Rights)
Sub-Section 3. Submitting New Shares Subscription Rights Securities.
Article 294. (When Bearer New Shares Subscription Rights Are Not Submitted)
CHAPTER 4. INSTITUTIONS
Section 1. General Shareholders Meetings & General Meeting of Holders of Classes of Shares
Sub-Section 1. General Shareholders Meeting
Article 295. (Authority of General Shareholders Meeting)
Article 296. (Convocation of a General Shareholders Meeting)
Article 297. (Demand for Convocation by Shareholders)
Article 298. (Decision to Convene a General Shareholders Meeting)
Article 299. (Notice of Convocation of the General Shareholders Meeting)
Article 300. (Abbreviation of Convocation Procedures)
Article 301. (Delivery of General Shareholders Meeting Reference Documents and Voting Documents)
Article 302. (General Shareholders Meetings Reference and Voting Documents)
Article 303. (Shareholders Right to Make Proposals)
Article 304. (Shareholder Proposals)
Article 305. (Shareholder Proposals)
Article 307. (Decision by a Court to Convene a General Shareholders Meeting)
Article 308. (Number of Votes)
Article 309. (Resolutions of the General Shareholders Meeting)
Article 310. (Proxy Exercise of Voting Rights)
Article 311. (Voting by Document)
Article 312. (Exercise of Voting Rights by Electromagnetic Means)
Article 313. (Non-Uniform Exercise of Votes)
Article 314. (Explanation Obligation of Directors, etc)
Article 315. (Authority of Chairman)
Article 316. (Inspection of the Materials Submitted to the General Shareholders Meeting)
Article 317. (Resolutions to Postpone or Continue)
Article 319. (Abbreviation of Resolutions of the General Shareholders Meeting)
Article 320. (Abbreviation of the Report to the General Shareholders Meeting)
Sub-Section 2 - General Meeting of Holders of Classes of Shares
Article 321. (Authority of General Meeting of Holders of Classes of Shares)
Article 322. (The General Meeting of Holders of Classes of Shares When There is Concern
Over Damage to the Shareholders of a Class of Shares)
Article 324. (Resolutions of the General Meeting of Classes of Shares)
Article 325. (Application for the Provisions Concerning General Shareholders Meetings)
Section 2. Establishment of Institutions Other than the General Shareholders Meeting
Article 326. (Establishment of Institutions Other than the General Shareholders Meeting)
Article 327. (Board of Directors, etc. Establishment Obligations)
Article 328. (Obligation of Large Corporations to Establish a Board of Statutory Auditors)
Section 3. Appointment and Dismissal of Executives & Accounting Auditors
Sub-Section 1. Appointments
Article 330. (Relationship Between Kabushiki Kaisha and Executives)
Article 331. (Qualifications of Directors)
Article 332. (Term of Directors)
Article 333. (Qualifications of Accounting Referees)
Article 334. (Term of Accounting Referees)
Article 335. (Qualifications of Statutory Auditors)
Article 336. (Term of Statutory Auditors)
Article 337. (Qualifications of Accounting Auditors)
Article 338. (Term of Accounting Auditor)
Sub-Section 2. Dismissals
Article 340. (Dismissal of the Accounting Auditor by the Statutory Auditor)
Sub-Section 3. Special Cases Concerning Procedures for Appointments and Dismissals
Article 342. (Election of Directors by Cumulative Voting)
Article 343. (Agreement of Statutory Auditors Concerning the Election of Directors.)
Article 344. (Agreement of Statutory Auditors Concerning the Election of Accounting Auditors)
Article 345. (Expressing Opinions Concerning the Accounting Auditors)
Article 346. (Measures for When There are Executive Vacancies)
Section 4. Directors
Article 348. (Execution of the Business)
Article 349. (Representation of the Kabushiki Kaisha)
Article 350. (Liability for Compensatory Damages Concerning the Acts of Representatives)
Article 351. (Measures for When There is a Vacancy for Representative Director)
Article 352. (Authority of the Person Acting on Behalf of Directors in Their Occupational Duties)
Article 354. (Manifested Representative Director)
Article 355. (Obligation of Fidelity)
Article 356. (Restrictions on Competing Business and Self-Dealing Transactions)
Article 357. (Director's Obligation to Report)
Article 358. (Election of Inspectors in Relation to the Execution of the Business)
Article 359. (Decision by the Court to Convene a General Shareholders Meeting)
Article 360. (Suspension of Directors' Acts by Shareholders)
Article 361. (Compensation of Directors, etc.)
Section 5. Board of Directors
Sub-Section 1. Authority, etc.
Article 362. (Authority, etc. of the Board of Directors)
Article 363. (Authority of Directors of Corporations with a Board of Directors.)
Sub-Section 2. Administration
Article 366. (Parties With the Right to Convene)
Article 367. (Demand for Convening the Board of Directors by Shareholders)
Article 368. (Convocation Procedures)
Article 369. (Resolutions of the Board of Directors)
Article 370. (Abbreviation of the Resolution of the Board of Directors.)
Article 371. (Minutes of the Board of Directors Meetings)
Article 372. (Abbreviation of Reports to the Board of Directors.)
Article 373. (Resolutions of the Board of Directors by Special Directors)
Section 6. Accounting Referee
Article 374. (Authority of Accounting Referee)
Article 375. (Reporting Obligations of Accounting Referees)
Article 376. (Attendance at Board of Directors Meetings)
Article 377. (Expressing Opinions on Accounting at the General Shareholders Meeting)
Article 378. (Storage of Accounting Documents by the Accounting Referee)
Article 379. (Compensation of Accounting Referees)
Article 380. (Demand for Expenses, etc.)
Section 7. Statutory Auditors
Article 381. (Authority of Statutory Auditors)
Article 382. (Duty to Report to Directors)
Article 383. (Obligation to Attend the Board of Directors Meeting)
Article 384. (Obligation to Report to the General Shareholders Meeting)
Article 385. (Suspending the Acts of Directors by Statutory Auditors)
Article 387. (Compensation of Statutory Auditors)
Article 388. (Demand for Expenses, etc)
Article 389. (Limitations on the Scope of Audit by the Articles of Incorporation.)
Section 8. Board of Statutory Auditors
Sub-Section 1. Authority
Article 390 (Board of Statutory Auditors Duties)
Sub-Section 2 Administration
Article 391. (Party with the Authority to Convene)
Article 392. (Convening Statutory Auditor Board Meetings)
Article 393. (Resolutions of the Board of Statutory Auditors)
Article 395. (Omission of Report to Board of Statutory Auditors)
Section 9. Accounting Auditor
Article 396. (Authority of Accounting Auditor)
Article 397. (Reports to Statutory Auditors)
Section 10. Committees & Executive Officer
Sub-Section 1. Election of Committee Members, Appointment of Executive Officers
Article 400. (Election of Committee Members)
Article 401. (Dismissal of Committee Members.)
Article 402. (Appointment of Executive Officers)
Article 403. (Termination of Executive Officers)
Sub-Section 2. Authority of Committees
Article 404. (Authority of Committees)
Article 405. (Investigations by Audit Committees)
Article 406. (Duty to Report to Directors)
Article 407. (Stopping the Acts of Executive Officers by Audit Committee Members)
Article 409. (Methods of Remuneration Determined by the Remuneration Committee)
Sub-Section 3. Committee Administration
Article 410. (Party With Right to Convene)
Article 411. (Convocation Procedures)
Article 412. (Resolutions of the Committee)
Article 414. (Omission of Report to Committees)
Sub-Section 4. Authority of Directors at Corporations with Committees
Article 415. (Authority of Directors at Corporations with Committees)
Article 416. (Authority of Board of Directors at Corporations with Committees)
Article 417. (Administration of the Board of Directors of the Corporation with Committees.)
Sub-Section 5 The Authority of Executive Officers
Article 418. (The Authority of Executive Officers)
Article 419. (Obligation of the Executive Officer to Report to the Audit Committee Member)
Article 420. (Representative Executive Officers)
Article 421. (Manifested Representative Executive Officers)
Article 422. (Suspension of the Acts of Executive Officers by Shareholders)
Section 11. Liability of Executives, etc. for Compensatory Damages
Article 423. (Liability of Executives, etc. to the Kabushiki Kaisha for Compensatory Damages)
Article 424. (Exemption from Liability for Compensatory Damages to the Kabushiki kaisha)
Article 425. (Partial Exemption from Liability)
Article 426. (Provisions of the Articles of Incorporation Concerning Exemptions by Directors)
Article 427. (Liability Limiting Contracts)
Article 428. (Special Principles Concerning Transactions Directors Made for Their Own Benefit)
Article 429. (Liability of Executives, etc. to Third Parties for Compensatory Damages.)
Article 430. (Joint & Several Liability of Executives, etc.)
CHAPTER 5. ACCOUNTS, ETC.
Section 1. Accounting Principles
Article 431. (Accounting Principles)
Section 2. Accounting Ledgers, etc.
Sub-Section 1. Accounting Ledgers
Article 432. (Preparation & Preservation of Accounting Ledgers)
Article 433. (Demand to View, etc. Accounting Ledgers)
Article 434. (Accounting Ledger Submission Order)
Sub-Section 2. Accounting Documents, etc.
Article 435. (Preparation and Preservation of Accounting Documents, etc.)
Article 436. (Audit of Accounting Documents, etc.)
Article 437. (Providing the Accounting Documents, etc. to Shareholders)
Article 439. (Special Principles of Corporations with Accounting Auditors)
Article 440. (Public Announcement of Accounting Documents)
Article 441. (Extraordinary Accounting Documents)
Article 442. (Location and Viewing, etc. of Accounting Documents, etc.)
Article 443. (Submission Order for the Accounting Documents, etc. )
Sub-Section 3. Consolidated Accounting Documents
Article 444. (Consolidated Accounting Documents)
Section 3. Amount of Paid-up Capital, etc.
Sub-Section 1. General Principles
Article 445. (Amount of Paid-up Capital and Amount of Reserves)
Article 446. (Amount of Surplus)
Sub-Section 2. Decrease, etc. in the Amount of Paid-up Capital
Class 1. Decrease, etc. in the Amount of Paid-up Capital
Article 447. (Decrease in the Amount of Paid-up Capital)
Article 448. (Decrease in Amount of Reserves)
Article 449. (Creditors' Objections)
Class 2. Increases, etc. in the Amount of Paid-up Capital
Article 450. (Increases in the Amount of Paid-up Capital)
Article 451. (Increase in the Amount of Reserves)
Class 3. Other Dispositions Concerning the Surplus
Article 452. (Other Dispositions Concerning the Surplus)
Section 4. Dividends of Surplus
Article 453. (Dividends of Surplus to Shareholders)
Article 454. (Determinations of Matters Concerning Dividends of Surplus)
Article 455. (Exercise of the Right to Demand Cash Distributions)
Article 456. (Dispositions Where the Number of Stardard Shares has been Decided)
Article 457. (Method of Delivery of Dividend Assets)
Section 5. Special Principles for Institutions Determining Dividends of Surplus
Article 460. (Restrictions on Shareholders Rights)
Section 6. Liability Related to Dividends of Surplus
Article 461. (Restrictions on Dividends, etc.)
Article 462. (Liability Concerning Dividends, etc. of Surplus)
Article 463. (Restrictions, etc. on the Rights to Demand Compensation Against Shareholders)
Article 464. (Liability Where Shares were Purchased in Response to Demands to Purchase)
Article 465. (Liability Where Losses Arise)
CHAPTER 6. AMENDMENT OF ARTICLES OF INCORPORATION
Article 466. (Amendment of Articles of Incorporation)
CHAPTER 7. BUSINESS TRANSFERS, ETC.
Article 467. (Approvals of Transfers. etc. of Business)
Article 468. (Situations Not Requiring the Approval of Business Transfers, etc.)
Article 469. (Demand to Purchase Shares by Opposing Shareholders)
Article 470. (Determination of the Price of the Shares)
CHAPTER 8. DISSOLUTION
Article 471. (Reasons for Dissolution)
Article 472. (Deemed Dissolution of Dormant Corporations)
Article 473. (Continuance of Kabushiki Kaisha)
Article 474. (Restrictions on the Mergers, etc. of Dissolved Kabushiki Kaisha)
CHAPTER 9. LIQUIDATION
Section 1. General Principles
Sub-Section 1. Initiation of Liquida t ion
Article 475. (Causes for Initiating Liquidation)
Article 476. (Powers of a Kabushiki Kaisha in Liquidation)
Sub-Section 2. Institutions of Corporations in Liquidation
Class 1. Establishment of Institutions Other Than the General Shareholders Meeting
Article 477. (Establishment of Institutions Other Than the General Shareholders Meeting)
Class 2. Appointment & Dismissal of Liquidators and Resignations of Statutory Auditors
Article 478. (Appointment of Liquidators)
Article 479. (Dismissal of Liquidators)
Article 480. (Retirement of Statutory Auditors)
Class 3. Occupational Duties of Liquidators
Article 481. (Occupational Duties of Liquidators)
Article 482. (Execution of Business)
Article 483. (Representation of Kabushiki Kaisha in Liquidation)
Article 484. (Initiation of Liquidation Procedures Concerning Kabushiki Kaisha in Liquidation)
Article 485. (Compensation for Liquidators Appointed by the Court)
Article 487. (Liability of Liquidator to Third Parties for Compensatory Damages)
Article 488. (Joint and Several Liability of Liquidators and Statutory Auditors)
Class 4. Board of Liquidators
Article 489. (Authority, etc. of Liquidators)
Article 490. (Operations of Board of Liquidators)
Class 5. Application of Provisions Concerning Directors, etc.
Article 491. (Application of Provisions Concerning Directors, etc to Liquidators, etc. )
Sub-Section 3. Inventory of Assets
Article 492. (Preparation of Inventory of Assets & Balance Sheet)
Article 493. (Order to Submit Inventory of Assets, etc.)
Article 494. (Preparation and Preservation of the Balance Sheet, etc. )
Article 495. (Audit, etc. of the Balance Sheet, etc.)
Article 496. (Location & Viewing of Balance Sheets, etc.)
Article 498. (Balance Sheet, etc. Submission Order)
Sub-Section 4. Repayment, etc. of Obligations
Article 499. (Public Announcement, etc. to Creditors)
Article 500. (Restrictions on Repayment of Obligations)
Article 501. (Repayment of Obligations Related to Conditional Credits)
Article 502. (Restrictions on the Distribution of Surplus Assets Prior to Repayment of Obligations)
Article 503. (Exclusion from Liquidation)
Sub-Section 5. Distribution of Surplus Assets
Article 504. (Decisions on Matters Concerning the Distribution of Surplus Assets)
Article 505. (Where the Surplus Assets are Assets Other Than Cash Monies)
Article 506. (Disposition of Situations Determining the Standard Number of Shares)
Sub-Section 6. Conclusion of Liquidation Matters
Article 507 (Conclusion of Liquidation Matters)
Sub-Section 7. Preservation of Ledger Materials
Article 508. (Preservation of Ledger Materials)
Sub-Section 8. Exclusion from Application
Article 509. (Exclusion from Application)
Section 2. Special Liquidation
Sub-Section 1. Initiation of Special Liquidation
Article 510. (Causes for Initiating Special Liquidation)
Article 511. (Petition to Initiate Special Liquidation)
Article 512. (Order Suspending Other Proceedings)
Article 513. (Restrictions on Withdrawals of Petitions to Initiate Special Liquidation Procedures)
Article 514. (Order Initiating Special Liquidation)
Article 515. (Suspension of Other Procedures)
Article 516. (Order Suspending Execution on Collateral (Security) Rights)
Article 517. (Prohibition of Set-offs)
Article 518. (Acquisition of Agreement Claims)
Sub-Section 2. Supervision & Investigations by Courts
Article 519. (Audit by Courts)
Article 520. (Investigations by the Court)
Article 521. (Submission of the Inventory of Assets, etc. to the Court)
Article 522. (Investigation Order)
Sub-Section 3. Liquidators
Article 523. (Liquidators Obligation of Fairness and Sincerity)
Article 524. (Dismissal of Liquidators)
Article 525. (Liquidator Agents)
Article 526. (Liquidator Compensation)
Sub-Section 4. Supervisory Committee Member
Article 527. (Appointment of Supervisory Committee Members)
Article 528. (Supervision, etc. of Supervisory Committee Members)
Article 529. (Execution of Occupational Duties of Two or More Supervisory Committee Members)
Article 530. (Investigations, etc. by Supervisory Committee Members)
Article 531. (Duty of Care of Supervisory Committee Members)
Article 532. (Compensation of Supervisory Committee Members)
Sub-Section 5. Investigation Committee Members
Article 533. (Appointment of Investigation Committee Members)
Article 534. (Mutatis Mutandis Application of Supervisory Committee Members Provisions)
Sub-Section 6. Restrictions on the Acts of Kabushiki Kaisha in Liquidation
Article 535. (Restrictions on the Acts of Kabushiki Kaisha in Liquidation)
Article 536. (Restrictions on Transfer of Business)
Article 537. (Restrictions on the Repayment of Obligations)
Article 538. (Methods of Conversion)
Sub-Section 7. Dispositions Necessary for Supervision of the Liquidation
Article 540. (Preservation Dispositions Concerning Assets of a Kabushiki Kaisha in Liquidation)
Article 541. (Prohibition of Entries, etc. in the Shareholders Registry)
Article 542. (Preservation Dispositions Against the Assets of Executives, etc.)
Article 543. (Prohibitions on Exemption from Liability of Executives, etc.)
Article 544. (Cancellation of Exemptions from Liability of Executives, etc).
Article 545. (Executive, etc. Liability Assessment Decision)
Sub-Section 8. Creditors Meeting
Article 546. (Convening a Creditors Meeting)
Article 547. (Demand for Convocation by the Creditors)
Article 548. (Decision to Convene a Creditors Meeting)
Article 549. (Notice of Convocation of Creditors Meeting)
Article 551. (Electromagnetic Notice)
Article 552. (Creditors Meeting Supervision)
Article 553. (Handling of Protest Votes)
Article 554. (Resolutions of the Creditors Meeting)
Article 555. (Proxy Exercise of Voting Rights)
Article 556. (Voting by Written Documents)
Article 557. (Exercise of Votes by Electromagnetic Means)
Article 558. (Non-Uniform Votes)
Article 559. (Attendance of Secured Creditors)
Article 560. (Resolutions to Extend or Continue)
Article 562. (Report to the Creditors Meeting on Liquidator's Investigation Results)
Sub-Section 9. Agreement
Article 563. (Agreement Proposal)
Article 564. (Provisions of the Agreement)
Article 565. (Changes of Rights by Agreement.)
Article 567. (Agreement Adoption Requirements)
Article 568. (Petition for Approval)
Article 569. (Court Decision to Approve or Not Approve the Agreement)
Article 570. (Time of Occurrence of Legal Validity of Agreement)
Article 571. (Scope of Legal Validity of the Agreement)
Article 572. (Amending the Contents of Agreement)
Sub-Section 10. Conclusion of Special Liquidation
Article 573. (Court Decision to Conclude Special Liquidation)
Article 574. (Court Decision to Initiate Bankruptcy Proceedings)
BOOK 3. EQUITY COMPANIES
Chapter 1. Incorporation
Article 575. (Preparation of Articles of Incorporation)
Article 576. (Matters to be Entered or Recorded in the Articles of Incorporation)
Article 577. (Articles of Incorporation -- Not Contrary to Law)
Article 579. (Incorporation of Equity Companies)
Chapter 2. Corporate Members
Section 1. Liability of Corporate Members
Article 580. (Liability of Corporate Members)
Article 581. (Defense of Corporate Members)
Article 582. (Liability Related to the Investment of Corporate Members)
Article 583. (Special Principles For Amending Corporate Member Liability)
Article 584. (Legal Act Capacity of Minors Permitted to Become Unlimited Liability Corporate Members)
Section 2. Transfers, etc. of Equity Holdings
Article 585. (Transfers of Equity Holdings)
Article 586. (Liability of Corporate Members Transferring All of their Equity Holdings)
Article 587. (Equity Holdings Acquired by Equity Company)
Article 589. (The Liability of the Party Causing the Misconception That He is a Corporate Member)
CHAPTER 3. ADMINISTRATION
Section 1. General Principles
Article 590. (Execution of the Business.)
Section 2. Corporate Member Executing the Business
Article 593. (Relationship Between the Equity Company and the Corporate Member Executing Business)
Article 594. (Prohibitions of Competing Businesses)
Article 595. (Restrictions on Self-Dealing)
Article 599. (Representative of the Equity Company)
Article 602. (Litigation Against Corporate Member)
Section 3. Agents Performing the Occupational Duties of Corporate Members Executing the Business
Article 603. (Agents Performing the Occupational Duties of Corporate Members Executing the Business)
CHAPTER 4. ADDITION OF AND RETIREMENT OF CORPORATE MEMBERS
Section 1. Addition of Corporate Members
Article 604. (Addition of Corporate Members)
Article 605. (Liability of Added Corporate Members)
Section 2. Withdrawal of Corporate Members
Article 606. (Voluntary Withdrawal of Corporate Members)
Article 607. (Retirement by Legal Provisions)
Article 608. (Special Principles for Succession & Merger)
Article 609. (Withdrawal Based on Creditors Attachment of Equity Holdings)
Article 610. (Deemed Amendment of the Articles of Incorporation by Retirement)
Article 611. (Reimbursement of Equity Holdings in Line with Retirement)
Article 612. (Liability of Retiring Corporate Members)
Article 613. (Demand to Change Trade Name)
CHAPTER 5. ACCOUNTING
Section 1. Accounting Principles
Article 614. (Accounting Principles)
Section 2. Accounting Ledgers
Article 615. (Preparation & Storage of Accounting Ledgers)
Article 616. (Order to Submit Accounting Ledgers)
Section 3. Accounting Documents
Article 617. (Preparation & Storage of Accounting Documents)
Article 618. (Viewing of Accounting Documents)
Article 619. (Order to Submit Accounting Documents)
Section 4. Decrease, etc. in the Amount of Paid-up Capital
Article 620. (Decrease, etc. in the Amount of Paid-up Capital)
Section 5. Profit Dividends
Article 621. (Profit Dividends)
Article 622. (Ratio of Distribution of Corporate Members' Earnings)
Article 623. (Liability Concerning Profit Dividends of Limited Liability Corporate Members)
Section 6. Refunding the Investment
Article 624. (Refunding the Investment)
Section 7. Special Principles Concerning the Accounting, etc. of godo kaisha (�gLLC�h limited liability corporations)
Sub-Section 1. Special Principles Concerning the Viewing of Accounting Documents
Article 625. (Special Principles Concerning the Viewing of Accounting Documents)
Sub-Section 2. Special Principles Concerning Reductions in the Amount of Paid-up Capital
Article 626. (Reduction in the Amount of Paid-up Capital When There is an Investment Refund)
Article 627. (Creditor Objections)
Sub-Section 3. Special Principles Concerning Profit Dividends
Article 628. (Restrictions on Profit Dividends)
Article 629. (Liability Concerning Profit Dividends)
Article 630. (Restrictions on the Right to Demand Compensation from Corporate Members)
Article 631. (Liability Where There have Been Losses)
Sub-Section 4. Special Cases For Investment Reimbursement
Article 632. (Restrictions on Investment Reimbursement)
Article 633. (Liability of Corporate Members Concerning Investment Reimbursement)
Article 634. (Restrictions on the Right to Demand Compensation from Corporate Members.)
Sub-Section 5 Special Principles for Reimbursement of Equity Holdings in Retirements
Article 635. (Creditors Objections)
Article 636. (Liability of Corporate Members Executing the Business)
CHAPTER 6. AMENDMENT OF THE ARTICLES OF INCORPORATION
Article 637. (Amendment of the Articles of Incorporation)
Article 638. (Changing the Type of Equity Company by Amending the Articles of Incorporation)
Article 640. (Execution of Investment at Time of Articles of Incorporation Amendment)
CHAPTER 7. DISSOLUTION
Article 641. (Reasons for Dissolution)
Article 642. (Continuance of the Equity Company.)
Article 643. (Restrictions on the Merger, etc. of the Dissolved Equity Company)
CHAPTER 8. LIQUIDATION
Section 1. Initiation of Liquidation
Article 644. (Causes of Initiation of Liquidation)
Article 645. (Powers of an Equity Company in Liquidation)
Section 2. Liquidators
Article 646. (Installation of Liquidator)
Article 647. (Assumption of Office of Liquidator)
Article 648. (Dismissal of Liquidator)
Article 649. (Occupational Duties of Liquidators)
Article 650. (Execution of Business)
Article 651. (Relationship Between Liquidator and Equity Company in Liquidation)
Article 653. (Liability of the Liquidator for Compensatory Damages to Third Parties)
Article 654. (Special Principles Where the Liquidator is a Juridical Person.)
Article 655. (Representation of the Equity Company in Liquidation)
Article 656. (Initiation of Bankruptcy Procedures Against the Equity Company in Liquidation.)
Article 657. (Compensation of Liquidators Appointed by Court)
Section 3. Inventory of Assets
Article 658. (Preparation, etc. of Inventory of Assets)
Article 659. (Order to Submit Inventory of Assets, etc.)
Section 4. Repayment of Obligations
Article 660. (Public Announcements, etc. to Creditors)
Article 661. (Restrictions on Repayment of Obligations)
Article 662. (Repayment of Obligations Related to Conditional Credits)
Article 663. (Demand to Fulfill Investment)
Article 664. (Restrictions on the Distribution of Surplus Assets Prior to Repayment of Obligations)
Article 665. (Exclusion from Liquidation)
Section 5. Distribution of Surplus Assets
Article 666. (Ratio of Distribution of Surplus Assets)
Section 6. Conclusion of Liquidation Duties
Article 667. (Conclusion of Liquidation Duties)
Section 7. Voluntary Liquidation
Article 668. (Method of Distribution of Assets)
Article 669. (Preparation of the Inventory of Assets)
Article 670. (Creditors Objection)
Article 671. (Agreement of Creditors Attaching Equity Holdings)
Section 8. Preservation of Ledger Materials
Article 672. (Preservation of Ledger Materials)
Section 9. Timing of Extinguishing of Corporate Member Liability
Article 673. (Timing of Extinguishing of Corporate Member Liability)
Section 10. Exclusion from Application
Article 674. (Exclusion from Application)
Article 675. (Special Principles of Retirement by Inheritance & Merger)
BOOK 4. BONDS
CHAPTER 1. GENERAL PRINCIPLES
Article 676. (Determining Matters Concerning Bond Solicitation)
Article 677. (Bond Subscription Application)
Article 678. (Allotment of Solicited Bond)
Article 679. (Special Principles Concerning the Application & Allotment of Solicited Bonds)
Article 680. (Bond Rights Holders of the Solicited Bonds)
Article 682. (Delivery of Documents in Which are Entered Matters Entered in the Bond Registry)
Article 683. (Bond Registry Administrator)
Article 684. (Bond Registry Storage & Viewing)
Article 685. (Notices to Bond Rights Holders)
Article 686. (Exercise of Rights by Joint Owners)
Article 687. (Transfer of Bonds Where Bond Certificates Have Been Issued.)
Article 688. (Requirements for Opposing Bond Transfers)
Article 689. (Presumption of Rights, etc.)
Article 692. (The Pledging of Bonds When Bond Certificates are Issued)
Article 693. (Requirements for Opposing the Pledge of Bonds)
Article 694. (Bond Registry Entries Concerning Pledge Rights)
Article 696. (Issuance of Bond Certificates)
Article 697. (Bond Certificate Entry Matters)
Article 698. (Conversion between Bearer and Non-Bearer Bonds)
Article 699. (Loss of Bond Certificate)
Article 700. (Redemption of Bonds Where Interest Coupons are Gone)
Article 701. (Expiration of Prescription Time Period of the Right to Demand Bond Redemption)
CHAPTER 2. BOND ADMINISTRATOR
Article 702. (Installation of Bond Administrator)
Article 703. (Qualifications of Bonds Rights Holders)
Article 704. (Obligations of Bonds Rights Holders)
Article 705. (Authority of Bond Administrator)
Article 706. (Restrictions on Authority of Bond Administrator)
Article 707. (Appointment of Special Representative)
Article 708. (Method of Acts of the Bond Administrator)
Article 709. (Special Principles Where Bond Administrators are Two or More)
Article 710. (Liability of Bond Administrators)
Article 711. (Resignation of Bond Administrator.)
Article 712. (Liability of Resigned Bond Administrator)
Article 713. (Dismissal of Bond Administrator)
Article 714. (Succession to the Duties of the Bond Administrator)
CHAPTER 3. BOND HOLDERS MEETING
Article 715. (Organization of the Bond Holders Meeting)
Article 716. (Authority of the Bond Holders Meeting)
Article 717. (Convocation of a Bond Holders Meeting)
Article 718. (Demand to Convene by Bond Rights Holders)
Article 719. (Decision to Convene Bond Holders Meeting)
Article 720. (Notice of Convocation of Bond Holders Meeting)
Article 722. (Electronic Delivery of Voting Documents)
Article 723. (Amount for Voting Rights)
Article 724. (Resolutions of the Bond Holders Meeting)
Article 725. (Usage of Proxy for Resolutions)
Article 726. (Exercise of Vote by Document)
Article 727. (Exercise of Vote by Electronic Means)
Article 728. (Non-Uniform Exercise of Votes)
Article 729. (Attendance of the Representative of the Bond Issuing Company, etc.)
Article 730. (Resolutions for Extension of Continuance)
Article 732. (Petition for Recognition of Bond Holders Meeting Resolution)
Article 733. (Non-Recognition of Resolutions of the Bond Holders Meeting)
Article 734. (Legal Validity of Resolutions of the Bond Holders Meeting)
Article 736. (Appointment of a Bond Righs Holder Representative)
Article 737. (Execution of Resolutions of the Bond Holders Meetings)
Article 738. (Dismissal of Bond Rights Holders Representatives)
Article 739. (Loss of Benefit of the Term By Failures to Pay Bond Interest, etc.)
Article 740. (Special Principles of Procedure for Creditors Objections)
Article 741. (Compensation of Bond Administrators, etc.)
Article 742. (Bearing the Expenses of the Bond Holders Meeting)
BOOK 5. CHANGES IN ORGANIZATION, MERGER, CORPORATE DEMERGER, SHARE EXCHANGES AND SHARE TRANSFERS
CHAPTER 1. CHANGES IN ORGANIZATION
Section 1. General Principles
Article 743. (Preparation of Plans for Changes in Organization)
Section 2. Changes in the Organization of Kabushiki Kaisha
Article 744. (Organizational Change Plans of Kabushiki Kaisha)
Article 745. (Date Producing Legal Validity of the Organizational Change of Kabushiki Kaisha)
Section 3. Organizational Change of Equity Companies
Article 746. (Organizational Change Plans of Equity Companies into Kabushiki Kaisha)
Article 747. (Date Producing Legal Validity for Organizational Changes of Equity Companies.)
CHAPTER 2. MERGER
Section 1. General Provisions
Article 748. (Conclusion of Merger Contract)
Section 2. Absorption-Type Merger
Sub-Section 1. Absorption-Type Merger with Continuing Kabushiki Kaisha
Article 749. (Absorption Type Merger Contract of Continuing Kabushiki Kaisha.)
Article 750. (Date Producing Legal Validity of Absorption Type Merger of Continuing Kabushiki Kaisha)
Sub-Section 2. Absorption-Type Merger of Continuing Equity Company
Article 751. (Absorption-Type Merger Contract of Continuing Equity Company.)
Section 3. New Establishment-Type Merger
Sub-Section 1. New Establishment-Type Merger Establishing a Kabushiki Kaisha
Article 753. (Contract of New Establishment-Type Merger Establishing a Kabushiki Kaisha)
Sub-Section 2. New Establishment-Type Merger Establishing an Equity Company
Article 755. (New Establishment -Type Merger Contract Establishing an Equity Company)
CHAPTER 3. CORPORATE DEMERGER
Section 1. Absorption-Type Demerger
Sub-Section 1. General Provisions
Article 757. (Conclusion of Absorption Type Demerger Contract)
Sub-Section 2. Kabushiki Kaisha Succeeding to Rights & Obligations by Absorption-Type Demerger
Sub-Section 3. Absorption-Type Demerger Where Rights and Obligations are Succeeded to by Equity Company
Section 2. New Establishment type Demerger
Sub-Section 1. General Principals
Article 762. (Preparation of New Establishment Type Demerger Plan)
Sub-Section 2. A New Establishment Type Demerger Establishing a Kabushiki Kaisha
Article 763. (New Establishment type Demerger Plan Establishing a Kabushiki Kaisha)
Sub-Section 3. New Establishment Type Demerger Establishing an Equity Company
Article 765. (New Establishment Type Demerger Plan Establishing an Equity Company)
CHAPTER 4. SHARE EXCHANGES & SHARE TRANSFERS
Section 1. Share Exchanges
Sub-Section 1. General Principles
Article 767. (Conclusion of Share Exchange Contract)
Sub-Section 2. Exchange of Shares With Kabushiki Kaisha Acquiring the Issued and Outstanding Shares
Sub-Section 3. Exchange of Shares With Godo Kaisha Acquiring the Issued and Outstanding Shares
Section 2. Share Transfers
Article 772. (Preparation of Share Transfer Plans)
Article 773. (Share Transfer Plan)
Article 774. (Date Producing Legal Validity of the Transfer of Shares)
CHAPTER 5. PROCEDURES FOR STRUCTURAL RE-ORGANIZATION, MERGERS, CORPORATE DEMERGERS, SHARE EXCHANGES AND SHARE TRANSFERS
Section 1. Procedures for Structural Re-Organization
Sub-Section 1. Kabushiki Kaisha Procedures
Article 776. (Approval of Kabushiki Kaisha Structural Reorganization Plan)
Article 777. Demand to Buy Back New Shares Subscription Rights
Article 778. (Determination of the Price of the New Shares Subscription Rights)
Article 779. (Creditors' Objections)
Article 780. (Change of Date Producing Legal Validity for Structural Reorganization)
Sub-Section 2. Equity Company Procedures
Article 781. (Equity Company Procedures)
Section 2. Procedures for Absorption-Type Mergers
Sub-Section 2. Procedures for Absorption-Type Merger Eliminated Companies, Absorption-Type Merger Companies and Complete Share Exchange Subsidiaries
Class 1. Procedures for Kabushiki Kaisha
Article 782. (Location & Storage of Documents, etc. Concerning Absorption-Type Merger Contracts)
Article 783. (Approval of Absorption-Type Contract, etc.)
Article 784. (Where Approval of Absorption-Type Merger Contract, etc. is Not Required)
Article 785. (Demand to Purchase Shares by Opposing Shareholders.)
Article 786. (Determinations, etc. of the Share PriceArticle 787. New Shares Subscription Rights Buy Back Demands)
Article 787. (New Shares Subscription Rights Buy Back Demands)
Article 788. (Determination, etc. of the Price of the New Shares Subscription Rights.)
Article 789. (Creditors Objections)
Article 790. (Change of the Date Producing Legal Validity of the Absorption-type Merger, etc.)
Article 792. (Special Principles Concerning Dividend of Surplus & Share Acquisitions)
Class 2. Procedures of Equity Companies
Article 793. (Procedures of Equity Companies)
Sub-Section 2. Procedures for Absorption-Type Merger Continuing Corporations, Absorption-Type Demerger Succession Corporations or Complete Share Exchange Parent Corporations
Class 1 -- Procedure for Kabushiki Kaisha
Article 794. (Location and Viewing of Documents, etc. Concerning Absorption-Type Merger Contracts)
Article 795. (Approval, etc. of Absorption-Type Merger Contract, etc.)
Article 796. (Where the Authorization of Absorption-Type Merger Contracts, etc. is Not Required.)
Article 797. (Demand to Buy Back Shares of Opposing Shareholders)
Article 798. (Determination, etc. of the Price of the Shares)
Article 799. (Creditors Objections)
Class 2. Procedures for Equity Companies
Article 802. (Procedures for Equity Companies)
Section 3. Procedures for New Establishment Mergers, etc.
Sub-Section 1. Procedures for New Establishment Merger Eliminated Corporations, New Establishment Demerger Companies and Share Transfer Complete Subsidiary Corporation
Class 1. Procedures for Kabushiki Kaisha
Article 804. (Approval of of New Establishment Merger Contract, etc.)
Article 805. (New Establishment Merger Plans Which do Not Require Approval)
Article 806. (Share Buy Back Demands of Opposing Shareholders)
Article 807. (Determination, etc. of Share Price)
Article 808. (New Shares Subscription Rights Buy Back Demand)
Article 809. (Determination of Prices of New Shares Subscription Rights)
Article 810. (Creditors' Objections)
Article 812. (Dividends of Surplus & Acquisitions of Shares)
Class 2. Equity Company Procedures
Article 813. (Equity Companies Mergers & Demergers)
Sub-Section 2. New Establishment Merger Established Corporation, New Establishment Demerger Establishment Corporation and Share Transfer Established Complete Parent Corporation Procedures
Class 1. Kabushiki Kaisha Procedures
Article 814. (Special Principles for Establishing Kabushiki Kaisha)
Class 2. Procedures of Equity Companies
Article 816. (Special Principles for Incorporating Equity Companies)
BOOK 6. FOREIGN CORPORATIONS
Article 817. (Representatives in Japan of Foreign Corporations)
Article 818. (Prohibition of Continuous Transactions Prior to Registration)
Article 819. (Public Announcement of Balance Sheet Equivalents)
Article 820. (Retirement of the Representative in Japan who has a Japan Address)
Article 821. (Sham Foreign Corporations)
Article 822. (Liquidation of Assets of Foreign Corporations in Japan.)
Article 823. (Application of Other Laws)
BOOK 7. MISCELLANEOUS PROVISIONS
CHAPTER 1. CORPORATE DISSOLUTION ORDERS, ETC.
Section 1. Corporate Dissolution Order
Article 824. (Corporate Dissolution Order)
Article 825. (Preservative Measures Concerning Corporate Assets)
Article 826. (Obligation to Notify the Minister of Justice by Governmental Agencies, etc.)
Section 2. Order for Foreign Corporations Banning Continuous Transactions or Closing Business Offices
CHAPTER 2. LITIGATION
Section 1. Litigation Concerning Corporation Organization
Article 828. (Litigation for the Invalidity of Acts Concerning Corporate Organization)
Article 831. (Litigation to Cancel a Resolution of the General Shareholders Meeting, etc.)
Article 832. (Litigation to Cancel the Incorporation of an Equity Company)
Article 833. (Litigation for Corporate Dissolution)
Article 835. (Litigation Jurisdiction & Transfer of Venue)
Article 836. (Order to Post Collateral)
Article 837. (Necessary Merger of Arguments)
Article 838. (The Scope of Parties That are Affected by the Acknowledgment Decision)
Article 839. (Legal Validity of Decisions of Invalidity or Cancellation)
Article 840. (Validity of Decisions Invalidating Court Decisions)
Article 841. (Validity of Decision to Invalidate the Disposition of Treasury Stock)
Article 842. (Validity of a Decision to Invalidate a New Shares Subscription Rights Issue)
Article 843. (Validity of a Decision to Invalidate a Merger or Corporate Demerger)
Article 844. (Validity of Decision Invalidating Share Exchanges or Share Transfers)
Article 845. (Validity of Decision to Cancel or Invalidate the Incorporation of an Equity Company)
Article 846. (Liability for Compensatory Damages Where the Plaintiff Has Lost His Case)
Section 2. Litigation Pursuing Liability etc. at the Corporation
Article 847. (Litigation Pursuing Liability)
Article 848. (Litigation Jurisdiction)
Article 849. (Participation in Litigation)
Article 851. (Liability Pursuing Litigation by Non-Shareholders)
Article 852. (Winning Party's Demand for Litigation Expenses, etc.)
Article 853. (Demand for Rehearing)
Section 3. Suit for Dismissal of Kabushiki Kaisha Officers
Article 854. (Suit for Dismissal of Kabushiki Kaisha Officers)
Section 4. Litigation Concerning Special Liquidation
Article 857. (Jurisdiction Over Litigation Canceling Liability Waivers of Executives, etc.)
Article 858. (Litigation Protesting an Executive, etc. Liability Assessment Decision)
Section 5. Litigation to Exclude Corporate Members of Equity Companies
Article 859. (Litigation to Exclude Corporate Members of Equity Companies)
Article 862. (Jurisdiction Over Litigation)
Section 6. Litigation to Cancel the Disposition of Assets of Equity Companies in Liquidation
Article 863. (Litigation to Cancel the Disposition of Assets of Equity Companies in Liquidation)
Section 7. Litigation to Cancel the Repayments of Bond Issuing Corporations
Article 865. (Litigation to Cancel the Repayments of Bond Issuing Corporations)
Article 867. (Jurisdiction Over Litigation)
CHAPTER 3. NON-LITIGATION
Section 1. General Provisions
Article 868. (Jurisdiction Over Non-Litigious Cases)
Article 870. (Hearing Testimony)
Article 871. (Entry of Reasons)
Article 872. (Immediate Appeals)
Article 873. (Suspension of Execution of Original Judgment)
Article 874. (Limitations on Petitions of Dissatisfaction)
Article 875. (Exclusion from Application of the Non-Litigious Cases Procedure Law)
Article 876. (Supreme Court Rules)
Section 2. Special Principles Concerning Procedures for Changing the Pay-back After a Decision to Invalidate a New Share Issue
Article 877. (Necessary Combination of Hearings, etc.)
Article 878. (Validity of Judgments)
Section 3. Special Principles Concerning Procedures of Special Liquidation
Sub-Section 1. General Rules
Article 879. (Jurisdiction Over Special Liquidation Cases)
Article 882. (Entry of Reasons)
Article 883. (Delivery of Judgment Documents)
Article 884. (Petitions of Dissatisfaction)
Article 885. (Public Announcements)
Article 886. (Viewing of Documents Related to the Case)
Article 887. (Restrictions on Viewing, etc. Troublesome Portions)
Sub-Section 2. Special Principles Concerning Procedures to Initiate Special Liquidation
Article 888. (Petition to Initiate Special Liquidation)
Article 889. (Suspension Order for Other Procedures)
Article 890. (Order to Initiate Special Liquidation)
Article 891. (Suspension Orders on the Execution of Collateral Rights)
Sub-Section 3. Special Principles Concerning Procedures for Executing Special Liquidation
Article 892. (Examination Order)
Article 893. (Dismissal and Compensation of Liquidators)
Article 894. (Dismissal and Compensation of Audit Committee Members)
Article 895. (Dismissal and Compensation of Investigation Committee Members)
Article 896. (Petition for Approval of Transfer of Business)
Article 897. (Designated Period of Time for Collateral Rights Holders to Make Dispositions)
Article 898. (Preservation Dispositions Concerning Assets of Kabushiki Kaisha in Liquidation)
Article 899. (Executive Liability Assessment Decision)
Article 900. (Judgment Concerning Petitions for Approval of Convening a Creditors Meetings)
Article 901. (Decision to Approve or Disapprove of Agreements)
Sub-Section 4. Special Principles Concerning Procedures for Conclusion of Special Liquidation
Article 902. (Judgment Concerning Petitions for Conclusion of Special Liquidation)
Section 4. Special Principles Concerning Foreign Corporation Liquidation Procedures
Article 903. (Mutatis Mutandis Application Concerning Special Liquidation Procedures)
Section 5. Special Principles Concerning Corporate Liquidation Order Procedures
Article 904. (Contribution of Minister of Justice)
Article 905. (Special Principles Concerning Preservation Dispositions Concerning Corporate Assets)
Article 906. (Viewing Reports and Accounting Materials)
CHAPTER 4. REGISTRATION
Section 1. General Principles
Article 908. (Validity of Registrations)
Article 909. (Registration Amendments and Eliminations)
Article 910. (Term of Registration)
Section 2. Corporate Registration
Article 911. (Registration of Incorporation of Kabushiki Kaisha)
Article 912. (Registration of Incorporation of Gomei Kaisha (partnership companies))
Article 913. (Registration of the Incorporation of a Goshi Kaisha (Limited Partnerships))
Article 914. (Registration of Incorporation Godo Kaisha (�gLLC�h limited liability corporations))
Article 915. (Registration Amendment)
Article 916. (Change of Head Office Registration to Registration in Another Jurisdiction)
Article 918. (Registration of Managers)
Article 919. (Registration of Equity Company's Change of Type)
Article 920. (Registration of Structural Reorganization)
Article 921. (Registration of Absorption-type Merger)
Article 922. (Registration of New Establishment Merger)
Article 923. (Registration of Absorption-Type Demerger)
Article 924. (Registration of New Establishment Demerger)
Article 925. (Registration of Transfer of Shares)
Article 926. (Dissolution Registration)
Article 927. (Registration of Continuing in Existence)
Article 928. (Registration of Liquidation)
Article 929. (Registration of Conclusion of Liquidation)
Sub-Section 2. Registration of Location of Branches
Article 930. (Registration in Locality of Branches)
Article 931. (Registration of Transfers of Branches to the Jurisdictional Area of Another Registrar.)
Article 932. (Registration of Changes at Branches)
Sub-Section 3. Registration of Foreign Corporations
Article 933. (Registration of Foreign Corporations)
Article 934. (Registration of Appointment of Representative in Japan)
Article 935. (Registration of Transfer of Address of the Representative in Japan)
Article 936. (Registration of Establishment of Business Office in Japan)
Sub-Section 4. Entrusted Registration
Article 937. (Registration Entrusted by a Court)
Article 938. (Commissioned Registration by Judgment Concerning Special Liquidations)
CHAPTER 5. PUBLIC ANNOUNCEMENTS
Section 1. General Principles
Article 939. (Method of Public Announcement of Corporations)
Article 940. (Time Period of Public Announcement of the Electronic Public Announcements)
Section 2. Electronic Public Announcement Investigation Institution
Article 941. (Electronic Public Announcement Investigations)
Article 943. (Reasons for Lack of Qualifications)
Article 944. (Registration Standards)
Article 945. (Renewal of Registration)
Article 946. (Obligation of Investigation)
Article 947. (Where the Electronic Public Announcement Investigation Can Not be Conducted)
Article 948. (Reporting Changes of Business Place)
Article 950. (Suspension & Discontinuation of Business)
Article 951. (Location and Viewing of Financial Statements, etc. )
Article 952. (Compliance Order)
Article 953. (Improvement Orders)
Article 954. (Cancellation of Registration)
Article 955. (Investigation Records Ledger Entries)
Article 956. (Transfer of the Investigation Records Ledger)
Article 958. (Reports and Examinations)
Article 959. (Official Notices)
BOOK 8. PUNITIVE PROVISIONS
Article 960. (Directors, etc. Special Liability Crime)
Article 961. (Representative Bond Creditors, etc. Special Liability Crime)
Article 962. (Attempted Crimes)
Article 963. (Crimes Endangering Corporate Assets)
Article 964. (Crimes Exercising Fraudulent Documents)
Article 965. (The Crime of Cross Deposit)
Article 966. (The Crime of Excess Issuance of Shares)
Article 967. (Crime of Corruption by Directors, etc. )
Article 968. (Crime of Corruption in Relation to the Exercise of Shareholder Rights, etc. )
Article 969. (Bribe Confiscation, Penalty Collection)
Article 970. (The Crime of Providing Interests in Relation to the Exercise of Shareholders Rights)
Article 971. (Crimes Outside the Country)
Article 972. (Application of Punitive Provisions to Juridical Persons)
Article 973. (The Crime of Violating an Order to Stop Business)
Article 974. (The Crime of False Reports)
Article 975. (Joint Punishment Provisions)
Article 976. (Acts for Which Civil Fines Are Imposed.)
Article 977. (Reporting Violations)
Article 978. (Deceptive Names)
Article 979. (Pre-Incorporation Transactions)
Disclaimer: This translation is for general reference purposes only and is provided on an �gas is�h basis with no warranties made whatsoever. Attorney Roderick H. Seeman (licensed in the USA) shall not be responsible for any consequences resulting from the use of this translation. Reliance must be placed on the original Japanese text of the laws. In the text of the translation article headings are added in parenthesis that are not in the Japanese language original and are added only for the purposes of enhanced comprehension.
Click hereto see a copy of Attorney Seeman�fs Japanese stockbroker�fs license that he passed on the first attempt in Japanese (becoming the first qualifying Westerner). The exam is now available in English due to claims that it was too difficult in Japanese.
Computerized translations of financial statements from securities reports on 4000++ Japanese corporations?