Article 46. Examinations by
Establishment Directors
(Compare
Article 173-2 of the former Commercial Code)
1. Establishment directors
(in the situation where the kabushiki kaisha is to be a corporation with
statutory auditors, establishment directors and establishment statutory
auditors. Hereinafter in this Article, the same.) must make an investigation of
the following matters without delay after appointment.
(1) Contribution in kind assets (in the situations listed in Article
33. (Appointment
of Inspector Concerning Matters Entered or Recorded in the Articles of
Incorporation), paragraph 10, item 2,
limited to the securities of the same item) in the situations listed in Article
33, paragraph 10, item 1 or item 2, have values entered or recorded in the
articles of incorporation that are appropriate.
(2) The
certifications provided for in Article 33, paragraph 10, item 3 are
appropriate.
(3) The
investment performance has been completed.
(4) In
addition to the matters listed in the previous 3 items, the procedures in the
incorporation of the kabushiki kaisha are not in violation of laws and
regulations and the articles of incorporation.
2. When the establishment directors have recognized that based on the inspection of the previous
paragraph matters listed in any of
the items of the previous paragraph are in violation of law or the articles of
incorporation, or there are inappropriate matters, they must give notice to
that effect to the incorporators.
3. In the situation where the kabushiki kaisha to be established is a Corporation with Committees, the establishment directors, when they have finished the examinations based on the provisions of paragraph 1, they must give notice to that effect to establishment representative managing director (meaning the establishment representative managing director provided for in Article 48. (Appointment of Establishment Committee Members), paragraph 1, item 3) as well as when there has been notice based on the provisions of previous paragraph, then notice to that effect and the substance thereof given to the establishment representative managing director.
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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