Article 33Appointment of Inspector of Information Specified or Recorded in the Articles of Incorporation
第三十三条（定款の記載又は記録事項に関する検査役の選任）
If articles of incorporation specify or record the matters set forth in each item of Article 28, the incorporator must, without delay after the certification by the notary public under Article 30, paragraph (1), file a petition for the appointment of an inspector with the court in order to have the inspector investigate relevant matters.
If the petition referred to in the preceding paragraph has been filed, the court must appoint the inspector except in case it dismisses the petition as non-conforming.
前項の申立てがあった場合には、裁判所は、これを不適法として却下する場合を除き、検査役を選任しなければならない。
If the court has appointed the inspector referred to in the preceding paragraph, it may fix the amount of the remuneration that the stock company after the formation pays to relevant inspector.
裁判所は、前項の検査役を選任した場合には、成立後の株式会社が当該検査役に対して支払う報酬の額を定めることができる。
The inspector referred to in paragraph (2) must conduct the necessary investigation and submit a report to the court by providing it with a document detailing the results of the investigation or with an electronic or magnetic record (limited to one as prescribed by Ministry of Justice Order) in which these have been recorded.
If the court finds it necessary for the purpose of clarification of the contents of the report referred to in the preceding paragraph or of confirmation of the grounds supporting that report, it may request the inspector stated in paragraph (2) a further report stated in the preceding paragraph.
When the inspector referred to in paragraph (2) reports pursuant to paragraph (4), the inspector must deliver a copy of the document referred to in that paragraph to the incorporators or use a means prescribed by Ministry of Justice Order to provide them with the information recorded in the electronic or magnetic record referred to in that paragraph.
If the court receives a report under paragraph (4), if it finds the provisions in articles of incorporation relating to matters set forth in each item of Article 28 (excluding any matters not subjected to the investigation by the inspector under paragraph (2)) to be improper, it must make a ruling amending the same.
If some or all of the provisions in articles of incorporation relating to matters set forth in each item of Article 28 are amended by a ruling stated in the preceding paragraph, the incorporator may rescind the manifestation of intention relating to subscription for the relevant shares issued at incorporation within one week from the finalization of relevant ruling.
In the cases prescribed in the preceding paragraph, the incorporator may, with the consent of all incorporators, amend articles of incorporation repealing the provisions which have been amended by relevant ruling, within one week from the finalization of the ruling referred to in paragraph (7).
The provisions of the preceding nine paragraphs do not apply to the matters prescribed in following items:
前各項の規定は、次の各号に掲げる場合には、当該各号に定める事項については、適用しない。
if the total value specified or recorded in the articles of incorporation with respect to the property under Article 28, item (i) and item (ii) (hereinafter in this Chapter referred to as "property contributed in kind") does not exceed 5,000,000 yen:matters set forth in item (i) and item (ii) of that Article;
if the value specified or recorded in the articles of incorporation with respect to property contributed in kind that constitutes securities (meaning the securities provided for in Article 2, paragraph (1) of the Financial Instruments and Exchange Act (Act No. 25 of 1948), including rights deemed to be securities pursuant to the provisions of paragraph (2) of that Article; the same applies hereinafter) with a market price does not exceed the value calculated by the method prescribed by Ministry of Justice Order as the market price of relevant securities:matters set forth in Article 28, item (i) and item (ii) with respect to the securities;
if the verification of an attorney, a legal professional corporation, an attorney and registered foreign lawyer joint corporation, a certified public accountant (including a foreign certified public accountant as defined in Article 16-2, paragraph (5) of the Certified Public Accountant Act (Act No. 103 of 1948); the same applies hereinafter), an audit corporation, a certified public tax accountant or a tax accountancy corporation (if the property contributed in kind consist of any real estate, referring to relevant verification and appraisal by a real estate appraiser; hereinafter the same applies in this item) is obtained with respect to the reasonableness of the value specified or recorded in the articles of incorporation with respect to the property contributed in kind:matters set forth in Article 28, item (i) or item (ii) (limited to those relating to the property contributed in kind for which verification has been obtained).
None of the following persons may provide the verification prescribed in item (iii) of the preceding paragraph:
次に掲げる者は、前項第三号に規定する証明をすることができない。
an incorporator;
発起人
a transferor of property under Article 28, item (ii);
第二十八条第二号の財産の譲渡人
a director at incorporation (referring to a director at incorporation prescribed in Article 38, paragraph (1)) or a company auditor at incorporation (referring to a company auditor at incorporation prescribed for in paragraph (3), item (ii) of that Article);
a person who is subject to the disciplinary action ordering a suspension of operations and for whom the period of that suspension has not yet elapsed; or
業務の停止の処分を受け、その停止の期間を経過しない者
a legal professional company, a lawyer and registered foreign lawyer joint corporation, an audit corporation or a tax accountancy corporation more than half of whose members are any of the persons who fall under items (i) through (iii) above.
弁護士法人、弁護士・外国法事務弁護士共同法人、監査法人又は税理士法人であって、その社員の半数以上が第一号から第三号までに掲げる者のいずれかに該当するもの