Article 40. Method of Appointment
of Establishment Officers
(Compare
Article 170 of the former Commercial Code)
1. Establishment officers are appointed by a majority vote of
incorporators.
2. In
the situation of the previous Paragraph, the incorporators shall have one vote
for every share of the shares issued at establishment in the performance of
investment. Provided, however, in those situations where the articles of
incorporation provide for unit shares, they shall have one vote for every unit
share issued at the time of incorporation.
3. Notwithstanding the provisions of the previous
paragraph, in the situation where the kabushiki kaisha to be established is to
be a corporation with classes of shares, when there has been issued shares at
the time of incorporation of a class for which it has been decided can not vote
for the appointment of all or part of the directors, with respect to shares
issued at the time of incorporation of the said class, the incorporators may
not exercise the votes thereof in appointing establishment directors which are
to become directors.
4. The
provisions of the previous paragraph apply mutatis mutandis concerning the
appointment of establishment accounting referees, establishment accounting
referees, establishment statutory auditor, and 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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