Article 38. Appointment of Directors at the Time of Establishment

(Compare Article 170 of the former Commercial Code)

1. Without delay, after the completion of the investment performance, the incorporators must appoint establishment directors (meaning persons becoming directors at the time of the establishment of the kabushiki kaisha. Hereinafter the same).

2. In the situations listed in the items below, without delay, after the completion of the investment performance, the incorporators must appoint the persons listed in each of the items below:

(1) In the situation where the kabushiki kaisha that is to be established is to be corporation with accounting referees, then the establishment accounting referee. (meaning the person who is to become the accounting referee at the time of the establishment of the kabushiki kaisha. Hereinafter, the same).

(2) In the situation where the kabushiki kaisha that is to be established is to be corporation with a statutory auditor (including kabushiki kaisha with provisions in the articles of incorporation where the scope of audit of the statutory auditor is limited to accounting), the establishment statutory auditor (meaning the person who is to become the statutory auditor at the time of the establishment of the kabushiki kaisha. Hereinafter, the same).

(3) In the situation where the kabushiki kaisha that is to be established is to be a corporation with an accounting auditor, then the establishment accounting auditor (meaning the person who is to become the accounting auditor at the time of establishment of the kabushiki kaisha. Hereinafter the same.

3. Persons who, based on the articles of incorporation, are to become the establishment directors, the establishment accounting referees, the establishment statutory auditors or the establishment accounting auditors, upon the completion of the investment performance shall be regarded as appointed as , respectively, the establishment directors, the establishment accounting referees, the establishment statutory auditors or the establishment accounting auditors

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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