Companies Act

When any one of the following persons, for the purpose of promoting the person's own interest or the interest of a third party or inflicting damage on a stock company, commits an act in breach of the person's duties and causes financial damages to relevant stock company, the person is punished by imprisonment for not more than ten years or a fine of not more than ten million yen, or both:

an incorporator;

a director at incorporation or company auditor at incorporation;

a director, accounting advisor, company auditor or executive officer;

a person to perform duties on behalf of a director, company auditor or executive officer who has been appointed based on a provisional disposition order under the provisions of Article 56 of the Civil Provisional Remedies Act;

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 a member of a nominating committee, audit committee, or remuneration committee), 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 the cases where it is applied mutatis mutandis pursuant to Article 403, paragraph (3) and Article 420, paragraph (3));

a manager;

an employee to whom the authority of a certain kind of matter or a specific matter concerning business has been delegated; or

an inspector.

The provisions of the preceding paragraph also apply when any one of the following persons, for the purpose of promoting the person's own interest or the interest of a third party or inflicting damage on a liquidating stock company, commits an act in breach of the person's duties and causes financial damages to relevant liquidating stock company:

a liquidator of the liquidating stock company;

a person to perform duties on behalf of a liquidator of the liquidating stock company who has been appointed based on a provisional disposition order under the provisions of Article 56 of the Civil Provisional Remedies Act;

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 Article 351, paragraph (2) as applied mutatis mutandis pursuant to Article 483, paragraph (6);

a liquidator's agent;

a supervisor; or

an investigator.

When a representative bondholder or a resolution administrator (meaning the resolution administrator prescribed in Article 737, paragraph (2); the same applies hereinafter), for the purpose of promoting the person's own interest or the interest of a third party or inflicting damage on a bondholder, commits an act in breach of the person's duties and causes financial damages to the bondholder, the person is punished by imprisonment for not more than five years or a fine of not more than five million yen, or both.

Attempts of the crimes referred to in the preceding two Articles are punished.

When the person set forth in Article 960, paragraph (1), item (i) or (ii) makes a false statement to or conceals facts from a court, an organizational meeting or an organizational meeting of class shareholders with regard to payment or delivery under the provisions of Article 34, paragraph (1) or Article 63, paragraph (1) or the matters set forth in the items of Article 28, the person is punished by imprisonment for not more than five years or a fine of not more than five million yen, or both.

The provisions of the preceding paragraph also apply when any one of the persons set forth in Article 960, paragraph (1), items (iii) through (v) makes a false statement to or conceals facts from a court, a shareholders meeting or a general meeting of class shareholders with regard to the matters set forth in Article 199, paragraph (1), item (iii) or Article 236, paragraph (1), item (iii).

The provisions of paragraph (1) also apply when an inspector makes a false statement to or conceals facts from a court with regard to the matters set forth in the items of Article 28, Article 199, paragraph (1), item (iii) or Article 236, paragraph (1), item (iii).

The provisions of paragraph (1) also apply when a person elected pursuant to the provisions of Article 94, paragraph (1) makes a false statement to or conceals facts from an organizational meeting with regard to payment or delivery under the provisions of Article 34, paragraph (1) or Article 63, paragraph (1) or the matters set forth in the items of Article 28.

The provisions of paragraph (1) also apply when any one of the persons set forth in Article 960, paragraph (1), items (iii) through (vii) falls under any one of the following items:

when the person, under any name, unlawfully acquires shares of a stock company on the account of the stock company;

when the person pays dividends of surplus in violation of the provisions of laws and regulations or the articles of incorporation; or

when the person disposes of a stock company's property for the purpose of speculative trading outside the scope of the purpose of the stock company.

When any one of the following persons, in soliciting subscribers for shares, share options, bonds or bonds with share options, uses materials providing explanations about the business of the company or any other matters, advertisements for relevant solicitation or any other documents concerning relevant solicitation that contain false statements with regard to important matters or, if an electronic or magnetic record has been prepared in lieu of relevant documents, uses an electronic or magnetic record that contains a false records with regard to important matters for the administration of relevant solicitation, the person is punished by imprisonment for not more than five years or a fine of not more than five million yen, or both:

any one of the persons set forth in Article 960, paragraph (1), items (i) through (vii);

a member who executes the business of a membership company;

a person to perform duties on behalf of a member who executes the business of a membership company, who has been appointed based on a provisional disposition order under the provisions of Article 56 of the Civil Provisional Remedies Act; or

a person to whom solicitation of subscribers for shares, share options, bonds or bonds with share options has been entrusted.

The provisions of the preceding paragraph also apply when a person who carries out the secondary distribution of shares, share options, bonds or bonds with share options uses documents concerning the secondary distribution that contain false statements with regard to important matters or, if an electronic or magnetic record has been prepared in lieu of relevant documents, uses an electronic or magnetic record that contains a false record with regard to important matters for the administration of the secondary distribution.

When any one of the persons set forth in Article 960, paragraph (1), items (i) through (vii) colludes with officers and employees of an institution that handles payments for the purpose of falsifying payments for a share issue, the person is punished by imprisonment for not more than five years or a fine of not more than five million yen, or both. The same applies to any institution that participates in the collusion.

When any one of the following persons issues shares exceeding the total number of shares that may be issued by a stock company, the person is punished by imprisonment for not more than five years or a fine of not more than five million yen:

an incorporator;

a director at incorporation or executive officer at incorporation;

a director or executive officer or a liquidator of a liquidating stock company;

a person to perform duties on behalf of a director or executive officer or a liquidator of a liquidating stock company who has been appointed based on a provisional disposition order under the provisions of Article 56 of the Civil Provisional Remedies Act; or

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), an executive officer or a liquidator of a liquidating stock company appointed pursuant to the provisions of Article 346, paragraph (2) (including the cases where it is applied mutatis mutandis pursuant to Article 479, paragraph (4)) or Article 401, paragraph (3) as applied mutatis mutandis pursuant to Article 403, paragraph (3).

When any one of the following persons accepts, solicits or promises to accept property benefits in connection with the person's duties, in response to a wrongful request, the person is punished by imprisonment for not more than five years or a fine of not more than five million yen:

any one of the persons set forth in the items of Article 960, paragraph (1) or the items of Article 960, paragraph (2);

the person prescribed in Article 961; or

financial auditor or a person who is temporarily to perform the duties of a financial auditor appointed pursuant to the provisions of Article 346, paragraph (4).

A person who has given, offered or promised to give the benefits referred to in the preceding paragraph is punished by imprisonment for not more than three years or a fine of not more than three million yen.