Article 389Limitation of Scope of Audit by Provisions of Articles of Incorporation
第三百八十九条（定款の定めによる監査範囲の限定）
A stock company which is not a public company (excluding a company with board of company auditors and company with financial auditor) may provide in the articles of incorporation that the scope of the audit by its company auditors is limited to an audit related to accounting, notwithstanding the provisions of Article 381, paragraph (1).
公開会社でない株式会社（監査役会設置会社及び会計監査人設置会社を除く。）は、第三百八十一条第一項の規定にかかわらず、その監査役の監査の範囲を会計に関するものに限定する旨を定款で定めることができる。
company auditors of a stock company that has the provisions of the articles of incorporation under the provisions of the preceding paragraph must prepare audit reports pursuant to the provisions of Ministry of Justice Order.
前項の規定による定款の定めがある株式会社の監査役は、法務省令で定めるところにより、監査報告を作成しなければならない。
The company auditors under the preceding paragraph must investigate the proposals, documents and other items prescribed by Ministry of Justice Order that are related to accounting which the directors intend to submit to a shareholders meeting, and report the results of that investigation to a shareholders meeting.
前項の監査役は、取締役が株主総会に提出しようとする会計に関する議案、書類その他の法務省令で定めるものを調査し、その調査の結果を株主総会に報告しなければならない。
The company auditors under paragraph (2) may at any time inspect or copy the following things, or request reports on accounting from directors and accounting advisors as well as managers or other employees:
第二項の監査役は、いつでも、次に掲げるものの閲覧及び謄写をし、又は取締役及び会計参与並びに支配人その他の使用人に対して会計に関する報告を求めることができる。
if the account books or the materials relating thereto are prepared in writing, relevant documents; or
会計帳簿又はこれに関する資料が書面をもって作成されているときは、当該書面
if an account book or material relating thereto has been prepared as an electronic or magnetic record, anything that is used in a manner prescribed by Ministry of Justice Order to display the information recorded in that electronic or magnetic record.
会計帳簿又はこれに関する資料が電磁的記録をもって作成されているときは、当該電磁的記録に記録された事項を法務省令で定める方法により表示したもの
If it is necessary for the purpose of performing duties of a company auditor under paragraph (2), a company auditor may request reports on accounting from a subsidiary company of the stock company, or investigate the status of the operations and financial status of the stock company or of its subsidiary company.
The subsidiary company under the preceding paragraph may refuse the report or investigation under that paragraph if there are justifiable grounds.
The provisions from Article 381 through Article 386 do not apply to a stock company which has provisions of the articles of incorporation pursuant to the provisions of paragraph (1).
第三百八十一条から第三百八十六条までの規定は、第一項の規定による定款の定めがある株式会社については、適用しない。
subsidiary company
「子会社」
A stock company in which a company holds a majority of the votes, or any other corporation whose management a company controls, as set out by Ministry of Justice Order (法務省令).
Defined inArticle 2, paragraph (1), item (iii)· applies throughout the law
public company
「公開会社」
A stock company whose articles of incorporation do not require the company's approval for transfers of at least some of its shares; it need not be listed on a stock exchange.
Defined inArticle 2, paragraph (1), item (v)· applies throughout the law
company with board of company auditors
「監査役会設置会社」
A stock company that has a board of company auditors, or that this Act requires to have one.
Defined inArticle 2, paragraph (1), item (x)· applies throughout the law
company with financial auditor
「会計監査人設置会社」
A stock company that has a financial auditor, an outside certified public accountant or audit firm that audits its accounts, or that this Act requires to have one.
Defined inArticle 2, paragraph (1), item (xi)· applies throughout the law
electronic or magnetic record
「電磁的記録」
A record made in electronic, magnetic or any other form people cannot perceive directly, of a kind that Ministry of Justice Order (法務省令) specifies as used in computer processing.
Defined inArticle 26, paragraph (2)
articles of incorporation
定款
A company's own basic rules, written by its founders when it is formed: at least its purpose, its trade name, where its head office is, the value of the property contributed at incorporation and who the founders are (Companies Act, Article 27). A stock company's must be certified by a notary before it takes effect (Article 30, paragraph (1)), and can later be changed by a resolution of the shareholders meeting (Article 466). Many rules in the Act apply "unless the articles of incorporation provide otherwise", so a company's articles decide a great deal of how the Act applies to it.
Written by AI using Companies Act, Arts. 26, 27, 30, 466, 575 as a reference.
company auditor
監査役
An officer of a stock company, elected by the shareholders meeting (Companies Act, Article 329, paragraph (1)), whose job is to audit how the directors carry out their duties and to write an audit report on it (Article 381, paragraph (1)). Not an outside accountant — that is the financial auditor (会計監査人) — and not a director: a company auditor may not also be a director or employee of the company or its subsidiaries (Article 335, paragraph (2)). The term normally runs to the annual shareholders meeting for the last business year ending within four years of election (Article 336, paragraph (1)).
Written by AI using Companies Act, Arts. 329, 335, 336, 381 as a reference.
director
取締役
An officer of a stock company, elected by the shareholders meeting (Companies Act, Article 329, paragraph (1)). Every stock company has at least one (Article 326, paragraph (1)). Where there is no board of directors, the directors run the company's business unless the articles of incorporation say otherwise (Article 348, paragraph (1)), and each of them represents it unless the company has chosen representative directors (代表取締役) or others to do that (Article 349, paragraphs (1) and (3)). Where there is a board (取締役会, board of directors), the directors are its members, and the board decides the business and normally chooses the representative directors from among them (Article 362). The term normally runs to the annual shareholders meeting for the last business year ending within two years of election (Article 332, paragraph (1)).
Written by AI using Companies Act, Arts. 326, 329, 332, 348, 349, 362 as a reference.
shareholders meeting
株主総会
The meeting of a stock company's shareholders, and the body through which they decide the company's basic matters. It elects the directors and company auditors (Companies Act, Article 329, paragraph (1)) and changes the articles of incorporation (Article 466). In a company without a board of directors it may decide any matter about the company; in one with a board, only what the Act or the articles of incorporation leave to it (Article 295). An annual shareholders meeting must be called after the end of every business year, and another may be called whenever needed (Article 296). A resolution normally passes by a majority of the votes present, with holders of a majority of the votes entitled to vote attending (Article 309, paragraph (1)).
Written by AI using Companies Act, Arts. 295, 296, 309, 329, 466 as a reference.