Article 59. Application for
Shares to be Subscribed to at the Time of Incorporation
(Compare
Article 175 & 224 of the former Commercial Code)
1. Incorporators must give notice of the matters listed hereunder
to those parties seeking to apply to subscribe to shares to be subscribed to at
the time of incorporation in response to the solicitation of Article
57. (Solicitation of Subscribers of Shares to Be Issued at the Time of
Incorporation), Paragraph 1:
(1) The date of notarization of the articles of incorporation and name
of the notary public who notarized the articles of incorporation.
(2) The
matters listed in the items of Article
27. (Matters
to be Entered or Recorded in the Articles of Incorporation), Article
32. (Determinations of Matters
Concerning Share Issues at Incorporation), paragraph 1 and the previous Article (Article
58. (Determinations on Matters Concerning Subscription to Shares at the Time of
Incorporation)), Paragraph 1.
(3) The
value of assets invested by incorporators
(4) Locations
handling the paying in provided for in Article
63. (Paying
In the Amount of Subscription Monies for Shares to be Subscribed to at the Time
of Incorporation),
Paragraph 1.
(5) In
addition to the matters listed in the previous items, matters provided for by
Ministry of Justice ordinance.
2. In the situation where some among the incorporators have not
performed their investment, the incorporators may not give the notice based on
the provisions of the previous paragraph, unless after the date provided for in
Article 36, Paragraph 1.
3. Parties
seeking to apply to subscribe to shares to be subscribed to at the time of
incorporation in response to the solicitation of Article
57. (Solicitation of Subscribers of Shares to Be Issued at the Time of
Incorporation), Paragraph 1, must deliver to the incorporators the documents in which
the matters listed hereunder are entered:
(a) The full name and address of the applicant,
(b) The
number of shares to be subscribed to at incorporation to which they seek to subscribe
4. The party making the application of the previous
paragraph, in substitution for the
document of the previous paragraph, based on the determinations set out by
Cabinet Order, with the consent of the incorporators, can supply the matters
entered in the document of the previous paragraph by electromagnetic means. In
that situation, the said applicant will be regarded as having delivered the
document of the same paragraph.
5. When
there has been changes in the matters listed in paragraph 1, the incorporator must
immediately give notice to that effect the party making the application
(hereinafter in this sub-section “applicant”) of paragraph 3 and the matters that have been changed.
6. It
is sufficient if the the notice or warning of the incorporator to the applicant
is sent to the address of Paragraph 3, item 1 (where the applicant has
separately given notice to the incorporator of an address to receive notices or
warnings or other contact point, then that address or contact point.)
7.
The notice or warning of the previous paragraph shall be regarded as
having been delivered at the time such notice or warning should be delivered.
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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