Article 39. Establishment Officers

(Compare Article 255 & 18 of the former Commercial Code)

1. In the situation where the kabushiki kaisha is a corporation with directors, the number of establishment directors must be 3 or more.

2. In the situation where the kabushiki kaisha is a corporation with statutory auditors, the number of establishment statutory auditors must be 3 or more.

3. A party who can not become a director, accounting referee, statutory auditor or accounting auditor of a kabushiki kaisha after incorporation based on the provisions of Article 331. (Qualifications of Directors), Paragraph 1, (including those situations which apply mutatis mutandis in Article 335. (Qualifications of Statutory Auditors), Paragraph 1), Paragraphs 1 or 3 of Article 333. (Qualifications of Accounting Referees), or Paragraphs 1 or 3 of Article 337. (Qualifications of Accounting Auditors), can not become respectively an establishment director, establishment accounting referee, an establishment statutory auditor or establishment accounting auditor (hereinafter in this Section called “establishment officers, etc.”)

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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