Article 43. Methods of Dismissing Establishment officers

1. The dismissal of establishment officers shall be made by a majority vote of the incorporators. (In the case of the dismissal of a statutory auditor, a two-thirds or greater vote).

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 to dismiss 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 dismissing establishment directors.

4. The provisions of the previous paragraph apply mutatis mutandis concerning the dismissal 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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