Companies Act

A stock company must prepare a shareholder register and enter or record the following information (hereinafter referred to as "information required to be entered in the shareholder register") in the same:

the names and addresses of shareholders;

the number of shares held by the shareholders referred to in the preceding item (or the classes of shares and number for each class for a company with class shares);

the days when the shareholders referred to in item (i) acquired the shares; and

if the stock company is a share certificate-issuing company, the serial numbers of share certificates representing the shares (limited to those for which share certificates are issued) under item (ii).

A shareholder as referred to in item (i) of the preceding Article may file a request with the stock company to be issued a document showing the information required to be entered in the shareholder register which has been entered or recorded in the shareholder register with respect to that shareholder, or to be provided with the electronic or magnetic record in which the information required to be entered in the shareholder register has been recorded.

The documents referred to in the preceding paragraph must be affixed with the signature, or name and seal, of the representative director of the stock company (referring to the representative executive officer for a company with nominating committee, etc.; the same applies in the following paragraph).

With respect to an electronic or magnetic record referred to in paragraph (1), the representative director of the stock company must implement measures in lieu of the affixing of the signature, or name and seal that is prescribed by Ministry of Justice Order.

The provisions of the preceding three paragraphs do not apply to a share certificate-issuing company.

A stock company, in its articles of incorporation, may provide for the hiring of a shareholder register administrator (meaning a person to prepare, keep, and otherwise administer the shareholder register on behalf of the stock company; the same applies hereinafter), and may entrust that administrator with administering the same.

A stock company may, by prescribing a certain date (hereinafter in this Chapter referred to as a "record date"), prescribe the shareholders that have been entered or recorded in the shareholder register as of the record date (hereinafter in this Article referred to as "shareholders as of the record date") as the persons that may exercise their rights.

If a record date is to be established, the stock company must prescribe the content of the rights which the shareholders on the record date may exercise (limited to those which are exercised within three months from the record date).

If a stock company has prescribed a record date, it must give public notice of relevant record date and the matters prescribed pursuant to the provisions of the preceding paragraph no later than two weeks prior to relevant record date; provided, however, that this does not apply if the articles of incorporation provide for relevant record date and relevant matters.

If the rights that the shareholders on the record date may exercise are voting right at a shareholders meeting or general meeting of class shareholders, the stock company may prescribe some or all persons who acquire shares on or after relevant record date as persons who may exercise relevant right; provided, however, that these provisions may not prejudice the rights of the shareholders on the record date of relevant shares.

The provisions of paragraph (1) to paragraph (3) apply mutatis mutandis to the registered pledgees of shares provided for in Article 149, paragraph (1).

A stock company must keep the shareholder register at its head office (or, if it has a shareholder register administrator, at its business office).

Shareholders and creditors may make the following requests at any time during the business hours of the stock company. In these cases, the reasons for relevant requests must be disclosed:

if the shareholder register is prepared in writing, a request for the inspection or copying of relevant document;

if the shareholder register has been prepared as an electronic or magnetic record, a request to inspect or copy anything that is used in a manner prescribed by Ministry of Justice Order to display the information recorded in that electronic or magnetic record.

If a request in the preceding paragraph is made, a stock company may not refuse the request, except cases it falls under any of the following:

the shareholder or creditor who made relevant request (hereinafter in this paragraph referred to as the "requestor") made the request for other purposes than research on securing or exercising the requestor's rights;

the requestor made the request with the purpose of interfering with the execution of the operations of relevant stock company or prejudicing the common benefit of the shareholders;

the requestor made the request in order to notify the facts learned by inspecting or copying the shareholder register to third parties for profit; or

the requestor is a person who has notified the facts learned by inspecting or copying the shareholder register to third parties for profit in the immediately preceding two years.

If it is necessary for the purpose of exercising the rights of a member of the parent company of a stock company, the relevant member of the parent company may, with the permission of the court, make the requests in each item of paragraph (2) with respect to the shareholder register of relevant stock company. In these cases, the reasons for the requests must be disclosed.

The court may not grant the permission in the preceding paragraph if grounds provided for in any item of paragraph (3) apply to the member of the parent company in the preceding paragraph.

It is sufficient for a notice or demand to shareholders to be sent by a stock company to the addresses of relevant shareholders stated or recorded in the shareholder register (or, if relevant shareholders notify relevant stock company of a different place or contact address for the receipt of notices or demands, to that place or contact address).

The notices or demand in the preceding paragraph are deemed to have arrived at the time when that notice or demand should normally have arrived.

If a share is co-owned by two or more persons, the co-owners must specify one person to receive the notices or demand sent by the stock company to shareholders and notify relevant stock company of the name of that person. In these cases, that person is deemed to be the shareholder and the provisions of the preceding two paragraphs apply.

If there is no notice by co-owners under the provisions of the preceding paragraph, it is sufficient for a notice or demand sent by a stock company to the co-owners of the shareholders if it is sent to one of them.

The provisions of each of the preceding two paragraphs apply mutatis mutandis to cases where, when the notice referred to in Article 299, paragraph (1) (including the case where it is applied mutatis mutandis in Article 325) is given, a document is delivered to shareholders or matters to be stated in relevant document are provided to shareholders by electronic or magnetic means. In these cases, the phrase "to have arrived" in paragraph (2) is deemed to be replaced with "to have been effected by delivery of relevant documents or the provision of relevant matters by electronic or magnetic means".