Companies Act

A non-contentious case under the provisions of this Act (excluding the cases prescribed in the following paragraph to paragraph (6)) is under the exclusive jurisdiction of the district court having jurisdiction over the location of the head office of the company.

A case relating to a petition, filed by a member of the parent company (limited to a shareholder or member of the parent company, which is a company), for permission to inspect or otherwise access, as follows, a document or electronic or magnetic record prepared or kept by a stock company pursuant to the provisions of this Act (meaning to inspect, copy, or be issued a transcript or extract, of it, or to be provided with information or issued a document showing information with regard to it; the same applies in Article 870, paragraph (2), item (i)) is under the exclusive jurisdiction of the district court having jurisdiction over the location of the head office of relent stock company:

to inspect, copy, or be delivered a transcript or extract of the documents; and

to inspect or copy something that presents the information recorded in an electronic or magnetic record, to be provided with that information by electronic or magnetic means, or to be issued a document showing that information.

The case related to the petition to determine the sale price of shares, etc. subject to the cash-out pursuant to the provisions of Article 179-8, paragraph (1) is under the jurisdiction of the district court having jurisdiction over the location of the head office of the subject company.

A case relating to a petition for a judicial decision under the provisions of Article 705, paragraph (4) and Article 706, paragraph (4), the provisions of Article 707, Article 711, paragraph (3), Article 713, and Article 714, paragraphs (1) and (3) (including cases where these provisions apply mutatis mutandis pursuant to Article 714-7), and the provisions of Article 718, paragraph (3), Article 732, Article 740, paragraph (1) and Article 741, paragraph (1) is under the exclusive jurisdiction of the district court having jurisdiction over the location of the head office of the bond-issuing company.

A case relating to liquidation of a foreign company under the provisions of Article 822, paragraph (1) and a case relating to a judicial decision under the provisions of Article 827, paragraph (1) or a provisional order under the provisions of Article 825, paragraph (1) as applied mutatis mutandis pursuant to Article 827, paragraph (2) is under the exclusive jurisdiction of the district court having jurisdiction over the location of relevant foreign company's business office in Japan (or, if no business office is established in Japan, the address of the representative in Japan).

A case in relation to the petition referred to in Article 843, paragraph (4) is under the exclusive jurisdiction of the court in charge of the first instance of an action seeking invalidation of any one of the acts set forth in the items of paragraph (1) of that Article.

In cases of filing a petition for permission under the provisions of this Act, a prima facie showing must be made with regard to the fact that serves as the cause thereof.

When the court makes the judicial decisions set forth in the following items from among judicial decisions relating to non-contentious cases under the provisions of this Act (excluding Part II, Chapter IX, Section 2), it must hear statements by the persons specified in each of those items; provided, however, that this does not apply to cases of making a judicial decision to dismiss the petition as non-conforming or on the grounds that it is obvious that there are no reasons:

a determination of the amount of remuneration for a person who is temporarily to perform the duties of a director (in cases of a company with audit and supervisory committee, a director who is an audit and supervisory committee member or other director), accounting advisor, company auditor, representative director, committee member (meaning members of a nominating committee, audit committee, or remuneration committee; the same applies in Article 874, item (i)), executive officer or representative executive officer appointed pursuant to the provisions of Article 346, paragraph (2), Article 351, paragraph (2) or Article 401, paragraph (3) (including cases where it is applied mutatis mutandis pursuant to Article 403, paragraph (3) or Article 420, paragraph (3)), a liquidator, a person who is temporarily to perform the duties of a liquidator or representative liquidator appointed pursuant to the provisions of Article 346, paragraph (2) as applied mutatis mutandis pursuant to Article 479, paragraph (4) or the provisions of Article 351, paragraph (2) as applied mutatis mutandis pursuant to Article 483, paragraph (6), an inspector, or the administrator set forth in Article 825, paragraph (2) (including cases where it is applied mutatis mutandis pursuant to Article 827, paragraph (2)):the relevant company (in cases of determination of the remuneration amount of the administrator set forth in Article 825, paragraph (2) as applied mutatis mutandis pursuant to Article 827, paragraph (2), the relevant foreign company) and the person receiving the remuneration;

a judicial decision on dismissal of a liquidator, a bond administrator or an assistant bond administrator:relevant liquidator, bond administrator or assistant bond administrator;

a judicial decision under the provisions of Article 33, paragraph (7):a director at incorporation, the person who contributes property other than monies referred to in Article 28, item (i) and the transferor referred to in item (ii) of that Article;

a judicial decision under the provisions of Article 207, paragraph (7) or Article 284, paragraph (7):the relevant stock company and a person who contributes property other than monies pursuant to the provisions of Article 199, paragraph (1), item (iii) or Article 236, paragraph (1), item (iii);

a judicial decision under the provisions of Article 455, paragraph (2), item (ii) or Article 505, paragraph (3), item (ii):the relevant shareholder;

a judicial decision under the provisions of Article 456 or Article 506:the relevant shareholder;

a judicial decision under the provisions of Article 732:an interested party;

a judicial decision upholding a petition under the provisions of Article 740, paragraph (1):the bond-issuing company;

a judicial decision on the petition for permission referred to in Article 741, paragraph (1):the bond-issuing company;

a judicial decision under the provisions of Article 824, paragraph (1):the relevant company; and

a judicial decision under the provisions of Article 827, paragraph (1):the relevant foreign company.

In cases of making the judicial decision prescribed in the following items, the court must set a hearing date and hear statements by the petitioner and the person specified in each of those items; provided, however, that this does not apply when making a judicial decision to dismiss the petition as non-conforming or on the grounds that it is obvious that there are no reasons:

a judicial decision on the petition for permission to inspect, etc. a document or electronic or magnetic record that a stock company prepared or kept pursuant to the provisions of this Act:that stock company;

determination of the price of shares or share options (if the share options are attached to bonds with share options, if a holder thereof demands that the relevant company purchase the bonds constituting those bonds with share options, including those bonds) pursuant to the provisions of Article 117, paragraph (2), Article 119, paragraph (2), Article 182-5, paragraph (2), Article 193, paragraph (2) (including cases as applied mutatis mutandis pursuant to Article 194, paragraph (4)), Article 470, paragraph (2), Article 778, paragraph (2), Article 786, paragraph (2), Article 788, paragraph (2), Article 798, paragraph (2), Article 807, paragraph (2), Article 809, paragraph (2) or Article 816-7, paragraph (2):A person who can file a petition to determine the price (excluding the petitioner);

determination of the sale price of shares pursuant to the provisions of Article 144, paragraph (2) (including cases as applied mutatis mutandis pursuant to paragraph (7) of the same Article) or Article 177, paragraph (2):A person who can file a petition to determine the sale price (excluding the petitioner);

determination of the price of shares pursuant to the provisions of Article 172, paragraph (1):that stock company;

determination of the sale price of shares, etc. subject to the cash-out pursuant to the provisions of Article 179-8, paragraph (1):a special controlling shareholder; and

a judicial decision on the petition referred to in Article 843, paragraph (4):a company who committed the act prescribed in the same paragraph.

When sending a petition for a judicial decision set forth in the items of paragraph (2) of the preceding Article, the court must send a copy of the written petition to the person specified in each of those items.

If it is not possible to send a copy of a written petition pursuant to the provisions of the preceding paragraph, the presiding judge must specify a reasonable period and order to correct defects within the period. The same applies to cases where the cost necessary for sending a copy of a written petition is not prepaid.

In the case referred to in the preceding paragraph, when a petitioner does not correct defects, the presiding judge must dismiss the written petition by an order.

An immediate appeal may be filed against the order referred to in the preceding paragraph.

If a petition referred to in paragraph (1) is filed, when making a judicial decision on the petition, the court must specify the day when proceedings are to be concluded by giving a reasonable grace period, and must notify the petitioner and the person specified in each of those items of paragraph (2) of the preceding Article; provided, however, that the court may declare that the proceedings are concluded immediately on the day when these persons may attend.

When the court concludes proceedings pursuant to the provisions of the preceding paragraph, it must specify the day to make a judicial decision and notify the persons referred to in the same paragraph to that effect.

When the petition referred to in paragraph (1) is non-conforming or when it is obvious that there are no reasons for the petition, the court may dismiss the petition immediately notwithstanding the provisions of the same paragraph and the preceding two paragraphs.

The provisions of the preceding paragraph apply mutatis mutandis to cases where the court to which a petition for judicial decision set forth in items of paragraph (2) of the preceding Article is made, ordered the petition to prepay the costs necessary for issuing a summons for the appearance date to the persons specified in each of those items pursuant to the provisions of the Act on Costs of Civil Procedure (Act No. 40 of 1971) and when the prepayment is not made.

A judicial decision for a non-contentious case under the provisions of this Act must append the reason thereof; provided, however, that this does not apply to the following judicial decisions:

the judicial decision set forth in Article 870, paragraph (1), item (i); and

the judicial decisions set forth in the items of Article 874.

An immediate appeal may be entered against the judicial decisions set forth in the following items only by the persons specified in each of those items:

a judicial decision on a provisional order under the provisions of Article 609, paragraph (3) or Article 825, paragraph (1) (including the cases where it is applied mutatis mutandis pursuant to Article 827, paragraph (2)):an interested party;

a judicial decision on a petition under the provisions of Article 840, paragraph (2) (including the cases where it is applied mutatis mutandis pursuant to Article 841, paragraph (2)):the petitioner, shareholders and the stock company;

a judicial decision on a petition under the provisions of Article 840, paragraph (2) as applied mutatis mutandis pursuant to Article 842, paragraph (2):the petitioner, share option holders and the stock company;

the judicial decisions set forth in the items of Article 870, paragraph (1):the petitioner and the persons specified in each of those items (or, for the judicial decisions set forth in items (i), (iii) and (iv) of the same paragraph, only the persons specified in each of those items); and

judicial decisions set forth in the items of Article 870, paragraph (2):a petitioner and the person specified in each of those items.

When an immediate appeal against the judicial decision set forth in the items of Article 870, paragraph (2) is made, the court must send a copy of the petition for appeal to the petitioner and the persons specified in each of those items (excluding the appellant). In this case, the provisions of Article 870-2, paragraphs (2) and (3) apply mutatis mutandis.

The provisions of Article 870-2, paragraphs (5) through (8) apply mutatis mutandis to cases where an immediate appeal referred to in the preceding paragraph is made.

The immediate appeal referred to in Article 872 has the effect of staying execution; provided, however, that this does not apply to an immediate appeal against the following judicial decisions set forth in Article 870, paragraph (1), items (i) through (iv) and (viii).