Companies Act

A stock company may provide in the articles of incorporation to the effect that it issues share certificates relating to its shares (or, for a company with class shares, the shares of all classes).

A share certificate-issuing company must, without delay after the day of a share issue, issue share certificates representing those shares.

If a share certificate-issuing company consolidates shares, it must issue share certificates representing those consolidated shares without delay after the day provided for in Article 180, paragraph (2), item (ii).

If a share certificate-issuing company splits shares, it must issue share certificates representing those split shares (excluding those which have been already issued) without delay after the day provided for in Article 183, paragraph (2), item (ii).

Notwithstanding the provisions of the preceding three paragraphs, a share certificate-issuing company that is not a public company may elect to not deliver share certificates under those paragraphs until shareholders so request.

A stock company must state the following matters and the serial number on a share certificate, and the representative director of the share certificate-issuing company (or the representative executive officer for a company with nominating committee, etc.) must affix the representative director's signature, or name and seal:

the trade name of the share certificate-issuing company;

the number of shares represented by relevant share certificates;

if it is provided that the approval of the stock company is required for the acquisition of shares which are represented by relevant share certificates by transfer, a statement to that effect; and

for a company with class shares, the class and features of the shares represented by relevant share certificates.

Shareholders of a share certificate-issuing company may make an offer to relevant share certificate-issuing company to the effect that they do not wish to hold share certificates representing the shares that they hold.

The offer pursuant to the provisions of the preceding paragraph must be made by disclosing the number of shares relating to the offer (or, for a company with class shares, the classes of shares and the number of shares for each class). In these cases, if share certificates representing those shares have been issued, relevant shareholders must submit relevant share certificates to the share certificate-issuing company.

A share certificate-issuing company that has received an offer under the provisions of paragraph (1) must enter or record in the shareholder register, without delay, a statement that it will not issue share certificates representing the shares referred to in the first sentence of the preceding paragraph.

If a share certificate-issuing company has stated or recorded the statement pursuant to the provisions of the preceding paragraph, it may not issue share certificates representing the shares referred to in the first sentence of paragraph (2).

Share certificates submitted pursuant to the provisions of the second sentence of paragraph (2) become ineffective when a statement is stated or recorded pursuant to the provisions of paragraph (3).

A shareholder who has made an offer pursuant to the provisions of paragraph (1) may at any time demand that the share certificate-issuing company issue share certificates for the shares referred to in the first sentence of paragraph (2). In these cases, if there are any share certificates that have been submitted pursuant to the provisions of the second sentence of paragraph (2), the cost for the issuing of the share certificates is borne by relevant shareholder.

If a share certificate-issuing company intends to effect an amendment to the articles of incorporation to abolish provisions of the articles of incorporation to the effect that it issues share certificates for its shares (or, for a company with class shares, shares of all classes), it must give public notice of the following matters, and give separate notice thereof to each shareholder and each registered pledgee of shares no later than two weeks prior to the day on which relevant amendment to the articles of incorporation takes effect:

a statement to the effect that the stock company abolishes the provisions of the articles of incorporation to the effect that it issues share certificates for its shares (or, for a company with class shares, shares of all classes);

the day on which the amendment to the articles of incorporation will take effect; and

a statement to the effect that the share certificates of relevant stock company become invalid on the day provided for in the preceding item.

Share certificates representing the shares of a share certificate-issuing company become invalid on the day provided for in item (ii) of the preceding paragraph.

Notwithstanding the provisions of paragraph (1), if a share certificate-issuing company that does not issue share certificates for any of its shares intends to effect an amendment to the articles of incorporation to abolish provisions of the articles of incorporation to the effect that it issues share certificates for its shares (or, for a company with class shares, shares of all classes), it is sufficient to notify the shareholders and registered pledgees of shares of the matters set forth in item (i) and item (ii) of that paragraph no later than two weeks prior to the day provided for in item (ii) of that paragraph.

A public notice may be substituted for the notice under the provisions of the preceding paragraph.

In the cases provided for in paragraph (1), pledgees of shares (excluding registered pledgees of shares) may, no later than the day immediately preceding the day provided for in item (ii) of that paragraph, demand that the share certificate-issuing company state or record the matters set forth in each item of Article 148 in the shareholder register.

If a share certificate-issuing company carries out an act set forth in the following items, it must, more than one month prior to the day when relevant act takes effect (in cases of performing the act set forth in item (iv)-2, the acquisition day prescribed in Article 179-2, paragraph (1), item (v); hereinafter the day is referred to as the "share certificate submission day"), give public notice to the effect that share certificates representing the shares provided for in each of these items be submitted to relevant share certificate-issuing company before the share certificate submission day, and a separate notice to that effect to each shareholder and each registered pledgee of shares thereof; provided, however, that this does not apply if the share certificate-issuing company does not issue share certificates for any of its shares:

amendments to the articles of incorporation to create provisions of the articles of incorporation with respect to the matters set forth in Article 107, paragraph (1), item (i):all shares (or, for a company with class shares, the class shares that have provisions with respect to relevant matters);

consolidation of shares:all shares (or, for a company with class shares, the class shares under Article 180, paragraph (2), item (iii));

acquisitions of shares subject to class-wide call provided for in Article 171, paragraph (1):relevant shares subject to class-wide call;

acquisitions of shares subject to call:relevant shares subject to call;

approval set forth in Article 179-3, paragraph (1):shares subject to the cash-out;

entity conversion:all shares;

merger (but only if the stock company disappears in the merger):all shares;

share exchanges:all shares;

share transfers:all shares.

If a share certificate-issuing company performs the acts set forth in the following items, if a person fails to submit the share certificates to the share certificate-issuing company by the share certificate submission day the person specified in each of those items may refuse to deliver monies, etc. to the shareholders of the shares that are subject of the share certificates by relevant act (in cases of performing acts set forth in item (ii), acquisition of shares subject to cash-out related to demand for cash-out) until the share certificates are submitted:

acts set forth in the items (i) through (iv) of the preceding paragraph:the share certificate-issuing company;

approval set forth in Article 179-3, paragraph (1):special controlling shareholders;

entity conversion:membership company after entity conversion prescribed in Article 744, paragraph (1), item (i);

merger (but only if the stock company disappears in the merger):the company surviving the absorption-type merger as prescribed in Article 749, paragraph (1) or the company incorporated in the consolidation-type merger as prescribed in Article 753, paragraph (1);

share exchange:the wholly owning parent company resulting from the share exchange as prescribed in Article 767; and

share transfer:the wholly owning parent company incorporated in a share transfer as prescribed in Article 773, paragraph (1), item (i).

Share certificates representing the shares provided for in each item of paragraph (1) become invalid on the share certificate submission day.

The cost of public notice and notice pursuant to the provisions of paragraph (1), item (iv)-2 is paid by the special controlling shareholder.

If the acts set forth in each item of paragraph (1) of the preceding Article are carried out, and a person cannot submit share certificates, the share certificate-issuing company may, at the request of that person, give public notice to interested parties to the effect that they can state their objections, if any, during a certain period of time; provided, however, that the period cannot be less than three months.

If a share certificate-issuing company makes public notice pursuant to the provisions of the preceding paragraph, if no interested party states an objection during the period of time under that paragraph, the person specified in each of those items of paragraph (2) of the preceding Article may deliver monies, etc. under paragraph (2) of the same Article to the person who made the request under the preceding paragraph.

The costs of the public notice under the provisions of paragraph (1) are borne by the person who makes the request under that paragraph.