Translation Note: Kabushiki Kaisha = joint stock corporation (“Co.” “Inc.”). Equity company = all other corporations provided for in this law

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BOOK I. GENERAL PROVISIONS

CHAPTER 1. GENERAL PRINCIPLES

Article 1. (Purport)

Article 2. (Definitions)

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 10. (Managers)

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’s 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 22. (Liability of Transferee Corporation When Using of Trade Name of Transferring Corporation)

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

Article 25. (Incorporation)

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 33. (Appointment of Inspector Concerning Matters Entered or Recorded in the Articles of 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. (Establishment Officers)

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)

Article 45. (Special Principles Concerning the Validity of Appointments & Dismissals 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 63. (Paying In the Amount of Subscription Monies for Shares to be Subscribed to at the Time of Incorporation)

Article 64. (Certification of Institutions Handling Subscription Payments)

Sub-Section 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 70. (Delivery of the General Meeting of Establishment Reference Documents and Vote Exercise Documents)

Article 71. (Reference Documents and Vote Exercise Documents)

Article 72. (Number of Votes)

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 81. (Minutes)

Article 82. (Abbreviation of Resolutions of the General Meeting of Establishment)

Article 83. (Abbreviation of Reports to the General Meeting of Establishment)

Article 84. (Determinations to the Effect that the Resolutions of Shareholders Meeting of Classes Are Necessary)

Article 85. (Convocation & Resolutions of General Meeting of Establishment of Classes)

Article 86. (Mutatis Mutandis Application of Provisions Concerning the General Meeting of Establishment).

Sub-Section 3. Reports on Matters Concerning Incorporation

Article 87. (Sub-section 3. Reports on Matters Concerning Incorporation)

Sub-Section 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-Section 5. Inspections by Establishment Directors, etc.

Article 93. (Inspections by Establishment Directors, etc.)

Article 94. (Special Case of Establishment Directors Being Incorporators)

Sub-Section 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 98. (Determining the Total Number of Shares that can be Issued By the Resolution of the General Meeting of Establishment.)

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 111. (Special Procedures for Amending the Articles of Incorporation for Crporations with Classes of Shares)

Article 112. (Special Abolition of Provisions of the Articles of Incorporation of Classes of Shares Concerning the Appointment of Directors)

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)

Section 2. Shareholders Registry

Article 121. (Shareholders Registry)

Article 122. (Delivery of Documents Related to the Shareholders Registry Matters)

Article 123. (Shareholders Registry Administrator)

Article 124. (Record Date)

Article 125 (Storage and Viewing of Shareholders Registry)

Article 126. (Notices to Shareholders.)

Section 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 132. (Entering or Recording Matters in the Shareholders Registry Not Based on the Demand of the Shareholder.)

Article 133. (Entering or Recording Matters in the Shareholder Registry Based on the Demand of the Shareholder.)

Article 134. (Acquisition of Transfer Restricted Shares)

Article 135. (Prohibition of Acquisition of Parent Corporation Shares)

Sub-Section 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-Section 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 149. (Delivery of Documents in Which are Recorded Matters Recorded in 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-Section 1. General Provisions

Article 155. (Permissible Acquisitions of a Kabushiki Kaisha’s Own Shares)

Sub-Section 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.)