Article 51. Restrictions on the Cancellation or Invalidity of Subscriptions

(Compare Article 190 & 191 of the former Commercial Code)

1. The provisions of the proviso of Article 93 and Article 94 of the Civil Code shall not apply concerning the indications of intent related to subscription to shares to be issued at the time of incorporation.

2. Incorporators, after the incorporation of the kabushiki kaisha may not assert the invalidity of the subscription to the shares issued at the incorporation of the kabushiki kaisha based on reasons of mistake, nor may he cancel the subscription to shares issued at the incorporation of the kabushiki kaisha due to reasons of fraud or duress.

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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