Article 28. Other Articles of Incorporation Entries

(Compare Article 168 of the former Commercial Code)

1. Where a kabushiki kaisha is being incorporated, the articles of incorporation of Article 26. (Preparation of Articles of Incorporation), paragraph 1 shall not have legal validity if the following mattes are not entered or recorded in the articles of incorporation:

2. The full names of parties making contributions in kind, other than cash, the asset which is the subject matter of the investment, the value thereof, and the type and number of shares given therefore (in the situation where the kabushiki kaisha to be incorporated is to be a kabushiki kaisha with classes of shares, then the classes of shares issued at the time of incorporation and the number of shares for each such class)

3. Assets promised to be transferred after incorporation and the value thereof and the full name of the transferring party.

4. The amount of the compensation that the incorporators receive, other special benefits received and the full name of the incorporators.

5. Establishment expenses that are to be borne by the kabushiki kaisha (excluding articles of incorporation notarization fees and other matters over which there is concern about damaging the kabushiki kaisha, as provided by Ministry of Justice ordinance).

Disclaimer: This translation is for general reference purposes only and is provided on an “as is” basis with no warranties made whatsoever. Attorney Roderick H. Seeman (licensed in the USA) shall not be responsible for any consequences resulting from the use of this translation. Reliance must be placed on the original Japanese text of the laws. In the text of the translation article headings are added in parenthesis are not in the Japanese language original and are added only for the purposes of enhanced comprehension.

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