Article 41. Special Methods of
Appointment of Establishment Officers.
(Compare Article 170 of the
former Commercial Code)
1. Notwithstanding the provisions of the previous Article (Article
40. (Method
of Appointment of Establishment Officers)), Paragraph 1, at the time of the establishment of
the kabushiki kaisha, in the situation where shares are issued of a class which
decide matters listed in the items of Article 108, paragraph 1, (limited to
those concerning directors ) the appointment of the establishment directors, in
accord with provisions of the articles of incorporation, concerning matters
provided for in Article
108. (Differing
Classes of Shares),
paragraph 2, item 9, shall be decided by the majority of votes of incorporators
subscribing to shares issued at the time of incorporation of the said class
(limited to the votes concerning the shares issued at the time of incorporation
of the said class of shares)
2. In
the situation of the previous paragraph, the incorporators shall have one vote
for every share of the shares issued at the time of incorporation of the class
of the investment performed. 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. The
provisions of the previous two paragraphs, shall apply mutatis mutandis
considering those situations where shares of the class to make determinations
on matters listed in Article 108, Paragraph 1, item 9 (limited to those
concerning statutory auditors) are to be issued.
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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