Article 58. Determinations on Matters Concerning Subscription to Shares at the Time of Incorporation

(Compare Article 174 of the former Commercial Code)

1. When incorporators seek the solicitation of the previous Article (Article 57. (Solicitation of Subscribers of Shares to Be Issued at the Time of Incorporation)), Paragraph 1, each time determinations must be made of the matters listed hereunder concerning the shares to be subscribed to at the time of incorporation (Meaning the shares issued at the time of incorporation in allotment to parties applying to subscribe to shares issued at the time of incorporation in response to the solicitation of the same Paragraph. Hereinafter in this section, the same. ) :

(1) The number of shares to be subscribed to at the time of the incorporation (in the situation where the kabushiki kaisha to be established is to be a corporation issuing classes of shares, the class thereof, and the number of shares of each such class.

(2) The amount paid in for the shares solicited on the day of incorporation (meaning the amount to be paid in per share subscribed to at the time of incorporation. Hereinafter in this sub-section, the same.

(3) The date of the paying in of the monies in exchange for the shares solicited on the day of incorporation, or the time period thereof.

(4) In the situation where if there is no registration of the incorporation by a fixed date, the subscription to subscription shares to be issued at the time of incorporation can be cancelled, then to that effect and the fixed date.

2. The incorporators, in making the determinations of the matters listed in the items of the previous paragraph, must be in unanimous agreement.

3. The amount of the monies to be paid in for the shares to be subscribed to at the time of incorporation and the other conditions of solicitation of the previous Article (Article 57. (Solicitation of Subscribers of Shares to Be Issued at the Time of Incorporation)), Paragraph 1, must be decided equally for each solicitation (in the situations where the kabushiki kaisha which is to be established is to be a corporation with classes of shares, for each class and solicitation)

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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