Companies Act

If, notwithstanding the presence of misconduct or material facts in violation of laws and regulations or the articles of incorporation in connection with the execution of the duties of an officer (meaning the officer prescribed in Article 329, paragraph (1); hereinafter the same applies in this Section), a proposal to dismiss relevant officer is rejected at the shareholders meeting or a resolution at the shareholders meeting to dismiss relevant officer fails to become effective pursuant to the provisions of Article 323, the following shareholders may demand dismissal of relevant officer by filing an action within thirty days from the day of relevant shareholders meeting:

a shareholder (excluding the following shareholders) holding consecutively for the preceding six months or more (or, if a shorter period is prescribed in the articles of incorporation, the period or more) not less than three-hundredths (or, if a lesser proportion is prescribed in the articles of incorporation, the proportion) of the voting rights of all shareholders (excluding the following shareholders):

a shareholder who is unable to exercise a voting right with respect to the proposal to dismiss relevant officer; and

a shareholder who is the officer related to relevant demand; and

a shareholder (excluding the following shareholders) holding consecutively for the preceding six months or more (or, if a shorter period is prescribed in the articles of incorporation, the period or more) not less than three-hundredths (or, if a lesser proportion is prescribed in the articles of incorporation, the proportion) of the issued shares (excluding the shares held by the following shareholders):

a shareholder who is relevant stock company; and

a shareholder who is the officer related to relevant demand.

With regard to application of the provisions of the items of the preceding paragraph to a stock company that is not a public company, the phrase "holding consecutively for the preceding six months or more (or, if a shorter period is prescribed in the articles of incorporation, that period or more)" in those provisions is deemed to be replaced with "holding".

With regard to application of the provisions of paragraph (1) if the class of shares for which there are provisions on the matters set forth in Article 108, paragraph (1), item (ix) (limited to those relating to directors (in cases of a company with audit and supervisory committee, directors who are audit and supervisory committee members or other directors)) have been issued, the term "shareholders meeting" in that paragraph is deemed to be replaced with "shareholders meeting (including the general meeting of class shareholders referred to in Article 339, paragraph (1) as applied following the deemed replacement of terms pursuant to the provisions of Article 347, paragraph (1))".

With regard to application of the provisions of paragraph (1) if the class of shares for which there are provisions on the matters set forth in Article 108, paragraph (1), item (ix) (limited to those relating to company auditors) have been issued, the term "shareholders meeting" in that paragraph is deemed to be replaced with "shareholders meeting (including the general meeting of class shareholders set forth in Article 339, paragraph (1) as applied following the deemed replacement of terms pursuant to the provisions of Article 347, paragraph (2))".

With regard to the action referred to in paragraph (1) of the preceding Article (referred to as an "action seeking dismissal of an officer of a stock company" in the following Article and Article 937, paragraph (1), item (i), (j)), the relevant stock company and the officer referred to in paragraph (1) of the preceding Article are to be the defendants.

An action seeking dismissal of an officer of a stock company is under the exclusive jurisdiction of the district court having jurisdiction over the location of the head office of the relevant stock company.

The action referred to in Article 544, paragraph (2) is under the exclusive jurisdiction of the special liquidation court (meaning the special liquidation court prescribed in Article 880, paragraph (1); the same applies in paragraph (3) of the following Article).

A person who is dissatisfied with a ruling evaluating a subject officer's liability (meaning the ruling evaluating a subject officer's liability prescribed in Article 545, paragraph (1); hereinafter the same applies in this Article) may file an action for objection within the unextendable period of one month from the day of receiving the service under the provisions of Article 899, paragraph (4).

With regard to the action set forth in the preceding paragraph, the liquidating stock company must be the defendant if the person filing the action is the subject officer (meaning the subject officer prescribed in Article 542, paragraph (1); hereinafter the same applies in this paragraph), and the subject officer must be the defendant if that person is the liquidating stock company.

The action set forth in paragraph (1) is under the exclusive jurisdiction of the special liquidation court.

A judgment for the action set forth in paragraph (1) approves, changes or revokes the ruling evaluating the subject officer's liability, except in cases of dismissing the action as being unlawful.

A judgment that has approved or changed the ruling evaluating the subject officer's liability has the same effect as a judgment ordering performance, with regard to judicial enforcement.

With regard to a judgment that has approved or changed the ruling evaluating the subject officer's liability, the court in charge of the case may make a declaration of provisional execution pursuant to the provisions of Article 259, paragraph (1) of the Code of Civil Procedure.

If any one of the following grounds applies to a member of a membership company (hereinafter referred to as the "subject member" in this Article and Article 861, item (i)), relevant membership company may demand removal of the subject member by filing an action, based on a resolution adopted by a majority of the members other than the subject member:

a failure to perform the obligation of contribution;

a violation of the provisions of Article 594, paragraph (1) (including the cases where it is applied mutatis mutandis pursuant to Article 598, paragraph (2));

engagement in misconduct in executing duties or involvement in execution of duties when having no right to execute the duties;

engagement in misconduct in representing the membership company or conducting an act by representing the membership company when having no authority of representation; or

beyond what is set forth in the preceding items, a failure to fulfill an important obligation.

If any one of the following grounds apply to a member executing the business of a membership company (hereinafter referred to as the "subject managing member" in this Article and item (ii) of the following Article), relevant membership company may demand extinguishment of the right to execute business or the authority of representation of the subject managing member by filing an action, based on a resolution adopted by a majority of the members other than the subject managing member:

when there are any of the grounds set forth in the items of the preceding Article; or

when the member is too incompetent to execute the business of the membership company or to represent the membership company.

With regard to the actions set forth in the following items, the persons specified in each of those items are to be the defendants:

the action referred to in Article 859 (referred to as an "action seeking removal of a member of a membership company" in the following Article and Article 937, paragraph (1), item (i), (k)):the subject member; and

the action referred to in the preceding Article (referred to as an "action seeking extinguishment of a right to execute business or authority of representation of a member executing business of a membership company" in the following Article and Article 937, paragraph (1), item (i), (l)):the subject managing member.

An action seeking removal of a member of a membership company and an action seeking extinguishment of a right to execute business or authority of representation of member executing business of a membership company are under the exclusive jurisdiction of the district court having jurisdiction over the location of the head office of the relevant membership company.

When a liquidating membership company (limited to a general partnership company or a limited partnership company; hereinafter the same applies in this paragraph) commits any one of the acts set forth in the following items, the persons specified in each of those items may demand rescission of relevant act by filing an action; provided, however, that this does not apply if there is no risk of harm to these persons by relevant acts:

disposition of property of the liquidating membership company in violation of the provisions of Article 670:a creditor of the liquidating membership company; or

disposition of property of the liquidating membership company in violation of the provisions of Article 671, paragraph (1):a creditor who has attached the equity interest of a member of the liquidating membership company.

The provisions of the proviso to Article 424, paragraph (1), Article 424-5, Article 424-7, paragraph (2), and Article 425 through Article 426 of the Civil Code apply mutatis mutandis to the cases set forth in the preceding paragraph. In these cases, the phrase "from relevant act" in the proviso to Article 424, paragraph (1) of the Civil Code is deemed to be replaced with "from any one of the acts set forth in the items of Article 863 of the Companies Act (Act No. 86 of 2005), " the term "debtor" in Article 424-5, item (i) of the Civil Code is deemed to be replaced with "liquidating membership company(meaning a liquidating membership company provided in Article 645 of the Companies Act, limited to a general partnership company or a limited partnership company; hereinafter the same applies), and the term "debtor" in item (ii) of the Article, Article 424-7, paragraph (2) and Article 425 through Article 426 of the Civil Code is deemed to be replaced with "liquidating membership company."

With regard to the action set forth in paragraph (1) of the preceding Article, the counterparties to the acts set forth in the items of that paragraph or the subsequent purchasers are to be the defendants.

When a bond-issuing company's payment to a bondholder, settlement effected with a bondholder, or other act conducted against or with a bondholder is grossly improper, the bond administrator may demand rescission of relevant act by filing an action.

The action referred to in the preceding paragraph may not be filed when six months have elapsed from the time when the bond administrator learned about the fact that serves as the cause for the rescission of the act referred to in that paragraph. The same applies when one year has elapsed from the time of the act referred to in that paragraph.

In the cases prescribed in paragraph (1), if there is a resolution at a bondholders meeting, a representative bondholder or a resolution administrator (meaning the resolution administrator prescribed in Article 737, paragraph (2)) may also demand rescission of the act referred to in paragraph (1) by filing an action; provided, however, that this does not apply when one year has elapsed from the time of the act referred to in that paragraph.

The provisions of the proviso to Article 424, paragraph (1), Article 424-5, Article 424-7, paragraph (2), and Article 425 through Article 425-4 of the Civil Code apply mutatis mutandis to the cases referred to in paragraph (1) and the main clause of the preceding paragraph. In these cases, the phrase "from relevant act" in the proviso to Article 424, paragraph (1) of that Act is deemed to be replaced with "from the act prescribed in Article 865, paragraph (1) of the Companies Act", the phrase " that the obligee is prejudiced" in that paragraph is deemed to be replaced with "that relevant act is grossly improper", the phrase "the obligee is prejudiced" in each item of Article 424-5 of the Civil Code is deemed to be replaced with "that relevant act is grossly improper," and the term "obligees" in Article 425 is deemed to be replaced with "bondholders".

With regard to the action set forth in paragraph (1) or paragraph (3) of the preceding Article, the counterparty to the act referred to in paragraph (1) of that Article or the subsequent purchaser is to be the defendant.

The action referred to in Article 865, paragraph (1) or paragraph (3) is under the exclusive jurisdiction of the district court having jurisdiction over the location of the head office of the bond-issuing company.