Article 2Definitions

一"company" means any stock company, general partnership company, limited partnership company or limited liability company;

二"foreign company" means such any corporation incorporated under the law of a foreign country or relevant other foreign organization that is of the same kind as the company or is similar to a company;

三"subsidiary company" means any entity which is prescribed by Ministry of Justice Order as the corporation the management of which is controlled by a company, including, but not limited to, a stock company in which a majority of all voting rights are owned by the company;

三の二"subsidiary company, etc." means a person corresponding to any of the following:

イsubsidiary company; or

ロAny entity which is prescribed by Ministry of Justice Order as the corporation for which management is controlled by a person other than a company;

四"parent company" means any entity which is prescribed by Ministry of Justice Order as a corporation who controls the management of a stock company, including, but not limited to, a company which has a stock company as its subsidiary company;

四の二"parent company, etc." means a person corresponding to any of the following:

イparent company; or

ロany entity which is prescribed by Ministry of Justice Order as a person who controls the management of a stock company (excluding entities who are corporations);

五"public company" means any stock company in which the articles of incorporation of which do not require, as a feature of all or part of its shares, the approval of the stock company for the acquisition of relevant shares by transfer;

六"large company" means any stock company which satisfies any of the following requirements:

イthat the amount of the stated capital in the balance sheet as of the end of its most recent business year (meaning the balance sheet reported to the annual shareholders meeting under the provisions of Article 439 in cases provided for in the first sentence of that Article, and referring to the balance sheet under Article 435, paragraph (1) if the first annual shareholders meeting after the incorporation of the stock company has not yet been held; the same applies in (b)) is 500,000,000 yen or more; or

ロthat the total sum of the amounts in the liabilities section of the balance sheet as of the end of its most recent business year is 20,000,000,000 yen or more;

七"company with board of directors" means any stock company which has a board of directors, or any stock company which is required to have a board of directors under the provisions of this Act;

八"company with accounting advisor" means any stock company which has accounting advisor;

九"company with company auditor" means any stock company which has company auditor (excluding any stock company the articles of incorporation of which provide that the scope of the audit by its company auditor is limited to an audit related to accounting), or any stock company which is required to have company auditor under the provisions of this Act;

十"company with board of company auditors" means any stock company which has a board of company auditors, or any stock company which is required to have a board of company auditors under the provisions of this Act;

十一"company with financial auditor" means any stock company which has financial auditor, or any stock company which is required to have financial auditor under the provisions of this Act;

十一の二"company with audit and supervisory committee" means any stock company which has an audit and supervisory committee;

十二"company with nominating committee, etc." means any stock company which has a nominating committee, an audit committee and a remuneration committee (hereinafter referred to as "nominating committees, etc.");

十三"company with class shares" means any stock company which issues two or more classes of shares with different features as to the matters set forth in the items of Article 108, paragraph (1), including, but not limited to, the dividend of surplus;

十四"general meeting of class shareholders" means a meeting of class shareholders (meaning shareholders of any class of shares of a company with class shares; the same applies hereinafter);

十五"outside director" means a director of any stock company who satisfies all of the following requirements:

イa person who is not an executive director (meaning a director as set forth in the items of Article 363, paragraph (1) of a stock company or other directors who execute the operations of the stock company; the same applies hereinafter) or executive officer, manager, or other employee (hereinafter collectively referred to as "executive directors, etc.") of the stock company or its subsidiary company and has not been an executive directors, etc. of the stock company or its subsidiary company for ten years prior to assuming office;

ロif a person who has been a director, accounting advisor (if the accounting advisor is a corporation, a member who is in charge of the affairs), or company auditor of the stock company or its subsidiary company (excluding a person who has been an executive directors, etc.) at the time within ten years prior to assuming office, a person who has not been an executive directors, etc. of the stock company or its subsidiary company for ten years prior to assuming office as director, accounting advisor, or company auditor;

ハa person who is not a parent company, etc. of the relevant stock company (limited to a natural person) or director or executive officer, manager, or other employee of a parent company, etc.;

ニa person who is not an executive directors, etc. of a subsidiary company, etc. of the parent company, etc. of relevant stock company (excluding relevant stock company and its subsidiary company); and

ホa person who is not a spouse or relative within the second degree of kinship of a director or executive officer, manager, or other important employee of relevant stock company, or its parent company, etc. (limited to a natural person);

十六"outside company auditor" means a company auditor of any stock company who satisfies all of the following requirements:

イa person who has not been a director, accounting advisor (if the accounting advisor is a corporation, a member who is in charge of the affairs; the same applies in (b)), or executive officer, manager, or other employee of relevant stock company or its subsidiary company for ten years prior to assuming office;

ロif a person who has been a company auditor of relevant stock company or its subsidiary company at the time within ten years prior to assuming office, the person who has not been a director, accounting advisor, or executive officer, manager, or other employee of relevant stock company or its subsidiary company for ten years prior to assuming office as company auditor;

ハa person who is not a parent company, etc. of the relevant stock company (limited to a natural person) or director or executive officer, manager, or other employee of a parent company, etc.;

ニa person who is not an executive directors, etc. of a subsidiary company, etc. of parent company, etc. of relevant stock company (excluding the stock company and its subsidiary company); and

ホa person who is not a spouse or relative within the second degree of kinship of a director, manager, or other important employee of relevant stock company, or its parent company, etc. (limited to a natural person);

十七"shares with restriction on transfer" means the shares if a stock company provides, as a feature of all or part of its shares, that the approval of the stock company is required for the acquisition of relevant shares by transfer;

十八"shares with put options" means the shares if a stock company provides, as a feature of all or part of its shares, that a shareholder may demand the stock company to redeem relevant shares;

十九"shares subject to call" means the shares if a stock company provides, as a feature of all or part of its shares, that relevant stock company may redeem relevant shares upon the occurrence of specified event;

二十"share unit" means the certain number if a stock company provides in its articles of incorporation that certain number of shares it issues constitute one unit of shares which entitles a shareholder to cast one vote in a shareholders meeting or general meeting of class shareholders;

二十一"share option" means any right which entitles the holder to acquire shares in a stock company by exercising the right against relevant stock company;

二十二"bonds with share options" means any bond with attached share options;

二十三"bond" means any monetary claim owed by a company by allotment under the provisions of this Act and which will be redeemed in accordance with the provisions on the matters set forth in the items of Article 676;

二十四"most recent business year" means the latest of business years for which approval under Article 438, paragraph (2) (or any approval under Article 436, paragraph (3) in cases provided for in the first sentence of Article 439) is obtained with respect to the financial statements provided in Article 435, paragraph (2) relating to each business year;

二十五"dividend property" means the property to be distributed if a stock company pays the dividend of surplus;

二十六"entity conversion" means any change, through conversion, from a company set forth in (a) or (b) below, respectively, to another form of company prescribed immediately thereafter in the following (a) or (b):

イfrom a stock company to a general partnership company, limited partnership company or limited liability company;

ロfrom a general partnership company, limited partnership company or limited liability company to a stock company;

二十七"absorption-type merger" means a merger that a company effects with another company which causes the company surviving the merger to succeed to all of the rights and obligations of the company that disappears in the merger;

二十八"consolidation-type merger" means a merger effected by two or more companies which causes the company incorporated in the merger to succeed to all of the rights and obligations of the companies that disappear in the merger;

二十九"absorption-type company split" means the action of causing another company to succeed to all or part of the rights and obligations that a stock company or limited liability company holds in connection with its business undertakings;

三十"incorporation-type company split" means the action of causing the company incorporated in a company split to succeed to all or part of the rights and obligations that one or multiple stock companies or limited liability companies hold in connection with their business undertakings;

三十一"share exchange" means any exchange of shares whereby stock company cause all of its issued shares (meaning shares issued by a stock company; the same applies hereinafter) to be acquired by another stock company or limited liability company;

三十二"share transfer" means any transfer whereby one or multiple stock companies cause all of its issued shares to be acquired by a newly incorporated stock company;

三十二の二"partial share exchange" means the acceptance by a stock company of the shares of another stock company and the delivery of the shares of the stock company to the transferor as consideration for the accepted shares in order to make that other stock company a subsidiary (limited to a subsidiary prescribed by Ministry of Justice Order; the same applies in Article 774-3, paragraph (2)) of the stock company;

三十四"electronic public notice" means a means of giving public notice prescribed by Ministry of Justice Order which enables the general public to access the public notice by electronic or magnetic means (meaning that it enables the general public to access that public notice through the use of an electronic data processing system or through any other application of information and communications technology which is specified by Ministry of Justice Order; the same applies hereinafter).