Translation Note: Kabushiki Kaisha = joint stock corporation (gCo.h gInc.h). Equity company = all other corporations provided for in this law

SUMMARY INTRODUCTION

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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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 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fs 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 164. (Provisions of the Articles of Incorporation Concerning Acquisitions from Designated Shareholders)

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 174. (Determinations of the Articles of Incorporation Concerning Demands to Sale on Heirs, Successors, etc.)

Article 175. (Decision to Demand Sale)

Article 176. (Demand to 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 183. (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)

 

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)

Article 213. (Liability of Directors, etc. in Situations Where the Value of the Assets, etc. Invested is Deficient.)

 

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 218. (Abolition of Provisions of the Articles of Incorporation Providing for the Issuance of Shares)

 

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)

Article 241. (Granting the Right to Receive an Allotment of New Share Subscription Rights to Shareholders.)

 

 

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 244. (Special Cases for Applications for and Allotments of New Shares 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 250. (Delivery of Documents in Which are Entered the New Shares Subscription Rights Ledger Entry Matters)

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

Shares Subscription Rights)

Article 257. (Requirements for the Opposition to the Transfer of New Shares Subscription Rights)

Article 258. (Presumption of Rights)

Article 259. (Entry or Recording of New Shares Subscription Rights Ledger Matters Not Due to the Demand of New Shares Subscription Rights Holders)

Article 260. (Entries or Recordings of New Shares Subscription Rights Ledger Matters Due to the Demand of the New Shares Subscription Rights Holder)

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 270. (The Exchange of Documents in Which are Entered the New Shares Subscription Rights Ledger Matters.)

 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.)

Article 279. (The Occurrence of the Legal Validity of the Gratis Allotment 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 293. (Public Announcements Concerning the Submission of 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 306. (Appointment of Inspectors in Relation to Convocation Procedures of the General Shareholders Meeting)

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 318. (Minutes)

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 323. (Where There Are Provisions to the Effect That the Resolution of the General Meeting of Classes of Shares is Required.)

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 329. (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 339. (Dismissals)

Article 340. (Dismissal of the Accounting Auditor by the Statutory Auditor)

 

Sub-Section 3. Special Cases Concerning Procedures for Appointments and Dismissals

 

Article 341. (Resolutions of the General Shareholders Meeting for the Appointment or Dismissal of Executives)

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 347. (The Appointment of Directors and Statutory Auditors to Corporations with Classes of Shares)

 

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 353. (Representation of the Corporation in Litigation Between the Kabushiki Kaisha and Directors.)

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.)

Article 364. (Representation of the Corporation in Litigation Between the Corporation with Directors and the Directors.)

Article 365. (Restrictions on Competing Businesses and Transactions with the Corporation 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 386. (Representative of the Corporation When There is Litigation between the Corporation with Statutory Auditors and the Directors)

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 394. (Minutes)

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)

Article 398. (Opinion of the Accounting Auditor in the Regularly Scheduled General Shareholders Meeting.)

Article 399. (Statutory Auditors Contribution on Determination of Remuneration of Accounting 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 408. (Representative of the Corporation When There is Litigation between the Corporation with Committees and Executive Officers or  Directors)

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 413. (Minutes)

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 438. (Submitting the Accounting Documents to the Regularly Scheduled General Shareholders Meeting)

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)

Article 458. (Exceptions)

 

Section 5. Special Principles for Institutions Determining Dividends of Surplus

 

Article 459. (Provisions of the Articles of Incorporation Providing to the Effect that the Board of Directors Shall Determine 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 Liquidation

 

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 486. (Liability for Compensatory Damages to the Kabushiki Kaisha in Liquidation by the Liquidator)

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 497. (Submission of the Balance Sheet, etc. to the Regularly Scheduled General Shareholders Meeting.)

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)

Article 539. (Designation of the Time Period When the Security Rights Holder Should Make Dispositions)

 

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 550. (Delivery of the Creditors Meeting Reference Documents and Voting Rights Exercise Documents)

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 561. (Minutes)

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 578. (Performance of Investment at Incorporation of Godo Kaisha (Limited Liability Corporations)

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 588. (Liability of Limited Liability Corporate Members Who Caused the Misconception that they are Unlimited Liability Corporate Members)

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 591. (Where the Articles of Incorporation Determine the Corporate Member to Execute the Business.)

Article 592. (Investigation of the Condition of the Equity Company's Business and Assets by Corporate Members)

 

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 596. (Liability of Corporate Member Managing the Business for  Compensatory Damages to the Equity Company.)

Article 597. (Liability of Limited Liability Corporate Members Executing the Business to Third Parties for Compensatory Damages)

Article 598. (Special Principles Where the Corporate Member Who Executes the Business is a Juridical Person)

Article 599. (Representative of the Equity Company)

Article 600. (Liability for Compensatory Damages for Acts of the Corporate Member Representing the Equity Company.)

Article 601. (Representing the Corporation in Litigation Between the Equity Company and the Corporate Member)

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 639. (Deemed Amendment of the Articles of Incorporation by Retirement of Goshi Kaisha Corporate Member)

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 652. (Liability of the Liquidator for Compensatory Damages to the 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 681. (Bond Registry)

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 690. (Entries or Recordings of Bond Registry Entry Matters Not Based on the Demands of the Bonds Rights Holders).

Article 691. (Entries or Recordings of Bond Registry Entry Matters Based on the Demands of the Bonds Rights Holders)

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 695. (Delivery of Documents in Which are Entered Matters Entered in the Bond Registry Concerning the 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)