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
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
Agentfs 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
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)
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.)
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
46. (Examinations by Establishment
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)
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
56. (Liability
When the Corporation is Not Established)
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
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
62. (Subscription to Shares to be Subscribed to at the time of Incorporation)
Article
64. (Certification
of Institutions Handling Subscription Payments)
Article
73. (Resolutions
of the General Meeting of Establishment)
Article
74. (Proxy
Exercise of Voting Rights)
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-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
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)
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)
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
125 (Storage and Viewing of
Shareholders Registry)
Article
126. (Notices to Shareholders.)
Section 3. 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-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
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)
Sub-Section 1. General
Provisions
Article
155. (Permissible Acquisitions of
a Kabushiki Kaishafs 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.)
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-Section 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-Section 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-Section 2. Stock Splits
Article
184. (Occurrence
of Legal Validity)
Sub-Section 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-Section 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-Section 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-Section 3. Demand For Sale
to the Holder of Unit Deficient Shares
Article
194. (Demand For Sale by Holders
of Unit Deficient Shares)
Article
195. (Changes, etc. to the Number
of Unit Shares)
Article
196. (Omission of Notice to
Shareholders)
Article
197. (Auction
of Shares)
Article
198. (Protests
of Interested Parties.)
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)
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)
Article
208. (Investment Performance)
Article
209. (Timing
of Becoming a Shareholder)
Article
210. (Demands to Cease the
Issuance of Shares of the Offering)
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)
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)
Article
236. (The
Substance of New Share Subscription Rights (Warrants))
Article
237. (Exercise
of Rights by Joint Owners)
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)
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)
Article
248. (Miscellaneous
Provisions)
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 Kaishafs 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)
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)
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 Onefs 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)
Article
276. (Elimination
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)
Article
284. (Investment
of Assets Other Than Cash Monies)
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)
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)
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)
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)
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)
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)
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)
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)
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.)
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.)
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)
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.)
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)
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)
Article
396. (Authority
of Accounting Auditor)
Article
397. (Reports
to Statutory Auditors)
Article
400. (Election
of Committee Members)
Article
401. (Dismissal
of Committee Members.)
Article
402. (Appointment
of Executive Officers)
Article
403. (Termination
of Executive Officers)
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)
Article
410. (Party
With Right to Convene)
Article
411. (Convocation
Procedures)
Article
412. (Resolutions
of the Committee)
Article
414. (Omission
of Report to 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.)
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)
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. )
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)
Article
450. (Increases
in the Amount of Paid-up Capital)
Article
451. (Increase
in the Amount of Reserves)
Article
452. (Other
Dispositions Concerning the 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)
Article
460. (Restrictions
on Shareholders Rights)
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)
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)
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 Liquidation
Article
475. (Causes
for Initiating Liquidation)
Article
476. (Powers
of a Kabushiki Kaisha in Liquidation)
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)
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)
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. )
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)
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)
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)
Article
507 (Conclusion
of Liquidation Matters)
Article
508. (Preservation
of Ledger Materials)
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)
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)
Article
523. (Liquidators
Obligation of Fairness and Sincerity)
Article
524. (Dismissal
of Liquidators)
Article
525. (Liquidator
Agents)
Article
526. (Liquidator
Compensation)
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)
Article
533. (Appointment
of Investigation Committee Members)
Article
534. (Mutatis
Mutandis Application of Supervisory Committee Members Provisions)
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)
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)
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)
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)
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)
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.)
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)
Article
604. (Addition
of Corporate Members)
Article
605. (Liability
of Added 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)
Article
615. (Preparation
& Storage of Accounting Ledgers)
Article
616. (Order
to Submit Accounting Ledgers)
Article
617. (Preparation
& Storage of Accounting Documents)
Article
618. (Viewing
of Accounting Documents)
Article
619. (Order
to Submit Accounting Documents)
Article
620. (Decrease,
etc. in the Amount of Paid-up Capital)
Article
621. (Profit
Dividends)
Article
622. (Ratio
of Distribution of Corporate Members' Earnings)
Article
623. (Liability
Concerning Profit Dividends of Limited Liability Corporate Members)
Article
624. (Refunding
the Investment)
Section 7. Special Principles
Concerning the Accounting, etc. of godo kaisha (gLLCh limited liability
corporations)
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)
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)
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)
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)
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)
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)
Article
658. (Preparation,
etc. of Inventory of Assets)
Article
659. (Order
to Submit Inventory of Assets, etc.)
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)
Article
666. (Ratio
of Distribution of Surplus Assets)
Article
667. (Conclusion
of Liquidation Duties)
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)
Article
672. (Preservation
of Ledger Materials)
Article
673. (Timing
of Extinguishing of Corporate Member Liability)
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)
Article
702. (Installation
of Bond Administrator)
Article
703. (Qualifications
of Bonds Rights Holders)