Article 399-7Representative of a Company in Actions between a Company with Audit and Supervisory Committee and Directors
第三百九十九条の七（監査等委員会設置会社と取締役との間の訴えにおける会社の代表等）
Notwithstanding the provisions of Article 349, paragraph (4), Article 353, and Article 364, if a company with audit and supervisory committee files an action against its directors (including persons who were directors; hereinafter the same applies in this Article), or the directors file an action against the company with audit and supervisory committee, the person specified in each of those items represents the company with audit and supervisory committee depending on the category of cases set forth in the following items:
第三百四十九条第四項、第三百五十三条及び第三百六十四条の規定にかかわらず、監査等委員会設置会社が取締役（取締役であった者を含む。以下この条において同じ。）に対し、又は取締役が監査等委員会設置会社に対して訴えを提起する場合には、当該訴えについては、次の各号に掲げる場合の区分に応じ、当該各号に定める者が監査等委員会設置会社を代表する。
if audit and supervisory committee members are party to the suit relating to relevant action:the person designated by the board of directors (if the shareholders meeting designates a person to represent the company with audit and supervisory committee with respect to the action, that person); and
監査等委員が当該訴えに係る訴訟の当事者である場合 取締役会が定める者（株主総会が当該訴えについて監査等委員会設置会社を代表する者を定めた場合にあっては、その者）
in cases other than the case set forth in the preceding item:the audit and supervisory committee member appointed by the audit and supervisory committee.
Notwithstanding the provisions of the preceding paragraph, if directors file an action against the company with audit and supervisory committee, the service of complaint on the audit and supervisory committee members (excluding those filing that action) is effective on the company with audit and supervisory committee.
前項の規定にかかわらず、取締役が監査等委員会設置会社に対して訴えを提起する場合には、監査等委員（当該訴えを提起する者であるものを除く。）に対してされた訴状の送達は、当該監査等委員会設置会社に対して効力を有する。
Notwithstanding the provisions of Article 349, paragraph (4), Article 353, and Article 364, if a stock company set forth in the following items is a company with audit and supervisory committee, when filing an action specified in those items, audit and supervisory committee members appointed by the audit and supervisory committee represent the company with audit and supervisory committee with respect to the action:
第三百四十九条第四項、第三百五十三条及び第三百六十四条の規定にかかわらず、次の各号に掲げる株式会社が監査等委員会設置会社である場合において、当該各号に定める訴えを提起するときは、当該訴えについては、監査等委員会が選定する監査等委員が当該監査等委員会設置会社を代表する。
a wholly owning parent company resulting from the share exchange, etc. (meaning a wholly owning parent company resulting from the share exchange, etc. as prescribed in Article 849, paragraph (2), item (i); the same applies in item (i) of the following paragraph and paragraph (5), item (iii)):an action to enforce liabilities (limited to those for which the fact of the cause occurred by the time when the act set forth in items of Article 847-2, paragraph (1) becomes effective) of directors, executive officers (including a person who was an executive officer; hereinafter the same applies in this Article), or liquidators (including a person who was a liquidator; hereinafter the same applies in this Article) of its wholly owned subsidiary company resulting from the share exchange, etc. (meaning a wholly owned subsidiary company resulting from the share exchange, etc. as prescribed in Article 847-2, paragraph (1); the same applies in paragraph (5), item (iii));
株式交換等完全親会社（第八百四十九条第二項第一号に規定する株式交換等完全親会社をいう。次項第一号及び第五項第三号において同じ。） その株式交換等完全子会社（第八百四十七条の二第一項に規定する株式交換等完全子会社をいう。第五項第三号において同じ。）の取締役、執行役（執行役であった者を含む。以下この条において同じ。）又は清算人（清算人であった者を含む。以下この条において同じ。）の責任（第八百四十七条の二第一項各号に掲げる行為の効力が生じた時までにその原因となった事実が生じたものに限る。）を追及する訴え
an ultimate, wholly owning parent company, etc. (meaning an ultimate, wholly owning parent company, etc. as prescribed in Article 847-3, paragraph (1); the same applies in item (ii) of the following paragraph and paragraph (5), item (iv)):An action to enforce specific liability (meaning an action to enforce specific liability as prescribed in paragraph (1) of the same Article) of directors, executive officers, or liquidators of a stock company which is its wholly owned subsidiary company, etc. (meaning a wholly owned subsidiary company, etc. as prescribed in paragraph (2), item (ii) of the same Article and including anything that is deemed to be such a wholly owned subsidiary company, etc. pursuant to the provisions of paragraph (3) of the same Article; the same applies in paragraph (5), item (iv)).
Notwithstanding the provisions of Article 349, paragraph (4), if a stock company set forth in the following items is a company with audit and supervisory committee, when making a request specified in the following items, an audit and supervisory committee member appointed by the audit and supervisory committee represents the company with audit and supervisory committee:
第三百四十九条第四項の規定にかかわらず、次の各号に掲げる株式会社が監査等委員会設置会社である場合において、当該各号に定める請求をするときは、監査等委員会が選定する監査等委員が当該監査等委員会設置会社を代表する。
a wholly owning parent company resulting from the share exchange, etc.:request pursuant to the provisions of Article 847, paragraph (1) (limited to a request to file an action as prescribed in item (i) of the preceding paragraph); and
株式交換等完全親会社 第八百四十七条第一項の規定による請求（前項第一号に規定する訴えの提起の請求に限る。）
an ultimate, wholly owning parent company, etc.:request pursuant to the provisions of Article 847, paragraph (1) (limited to the request to file an action to enforce specific liabilities as prescribed in item (ii) of the preceding paragraph).
最終完全親会社等 第八百四十七条第一項の規定による請求（前項第二号に規定する特定責任追及の訴えの提起の請求に限る。）
Notwithstanding the provisions of Article 349, paragraph (4), in the following cases, audit and supervisory committee members represent the company with audit and supervisory committee:
第三百四十九条第四項の規定にかかわらず、次に掲げる場合には、監査等委員が監査等委員会設置会社を代表する。
if a company with audit and supervisory committee receives a request (limited to a request to file an action to enforce the liabilities of directors) pursuant to the provisions of Article 847, paragraph (1), Article 847-2, paragraph (1) or (3) (including cases where it is applied mutatis mutandis pursuant to paragraphs (4) and (5) of the same Article), or Article 847-3, paragraph (1) (excluding cases where the audit and supervisory committee members become the party to the suit concerning the action);
監査等委員会設置会社が第八百四十七条第一項、第八百四十七条の二第一項若しくは第三項（同条第四項及び第五項において準用する場合を含む。）又は第八百四十七条の三第一項の規定による請求（取締役の責任を追及する訴えの提起の請求に限る。）を受ける場合（当該監査等委員が当該訴えに係る訴訟の相手方となる場合を除く。）
if a company with audit and supervisory committee receives a notice of suit under Article 849, paragraph (4) (limited to those related to actions that enforce the liability of directors) and a notice or demand (limited to those related to the settlement of a suit relating to an action that enforces the liability of directors) pursuant to the provisions of Article 850, paragraph (2) (excluding cases where the audit and supervisory committee members are the party to the suit concerning these actions);
監査等委員会設置会社が第八百四十九条第四項の訴訟告知（取締役の責任を追及する訴えに係るものに限る。）並びに第八百五十条第二項の規定による通知及び催告（取締役の責任を追及する訴えに係る訴訟における和解に関するものに限る。）を受ける場合（当該監査等委員がこれらの訴えに係る訴訟の当事者である場合を除く。）
if a company with audit and supervisory committee which is a wholly owning parent company resulting from the share exchange, etc. receives a notice (limited to those related to an action to enforce the liabilities of directors, executive officers, or liquidators of its wholly owned subsidiary company resulting from the share exchange, etc.) pursuant to the provisions of Article 849, paragraph (6); and
株式交換等完全親会社である監査等委員会設置会社が第八百四十九条第六項の規定による通知（その株式交換等完全子会社の取締役、執行役又は清算人の責任を追及する訴えに係るものに限る。）を受ける場合
if a company with audit and supervisory committee which is an ultimate, wholly owning parent company, etc. receives a notice (limited to those related to an action to enforce the liability of directors, executive officers, or liquidators of a stock company that constitutes its wholly owned subsidiary company, etc.) pursuant to the provisions of Article 849, paragraph (7).
最終完全親会社等である監査等委員会設置会社が第八百四十九条第七項の規定による通知（その完全子会社等である株式会社の取締役、執行役又は清算人の責任を追及する訴えに係るものに限る。）を受ける場合
Read this with the articles around it
company with audit and supervisory committee
「監査等委員会設置会社」
A stock company that has an audit and supervisory committee, made up of directors.
Defined inArticle 2, paragraph (1), item (xi-2)· applies throughout the law
audit and supervisory committee membermachine translation
「監査等委員」
A member of the audit and supervisory committee of a company with audit and supervisory committee.
Defined inArticle 38, paragraph (2)
wholly owned subsidiary company resulting from the share exchange, etc.machine translation
「株式交換等完全子会社」
A stock company that certain former shareholders (旧株主) may still ask, under Article 847-2, to file an action to enforce the liability of its officers and others for causes that arose before the change: the company itself, where its share exchange or share transfer gave those shareholders shares of its wholly owning parent company that they still hold, or the stock company that survived an absorption-type merger in which their company disappeared, where they received and still hold shares of the survivor's wholly owning parent company.
Defined inArticle 399-7, paragraph (3), item (i)· applies only in this provision and in Article 399-7, paragraph (5), item (iii)
wholly owning parent company resulting from the share exchange, etc.machine translation
「株式交換等完全親会社」
The wholly owning parent company (完全親会社) of a wholly owned subsidiary company resulting from the share exchange, etc. (株式交換等完全子会社) in the cases Article 847-2, paragraph (1) or paragraph (3), item (i) or (ii) covers, leaving out a parent that itself had a wholly owning parent when the share exchange, share transfer or merger took effect, and any parent after whose own share exchange or share transfer, or a merger in which it disappears, a stock company has become the wholly owning parent company (Article 849, paragraph (2), item (i)).
Defined inArticle 399-7, paragraph (3), item (i)· applies only in this provision and in Article 399-7, paragraph (4), item (i); and Article 399-7, paragraph (5), item (iii)
wholly owned subsidiary company, etc.machine translation
「完全子会社等」
A wholly owned subsidiary company, etc. as defined in Article 847-3, paragraph (2), item (ii) — a corporation all of whose shares or equity interests a stock company holds — including a corporation deemed one under paragraph (3) of that Article because the stock company and its wholly owned subsidiary companies, etc., or those subsidiaries alone, hold all of its shares or equity interests.
Defined inArticle 399-7, paragraph (3), item (ii)· applies only in this provision and in Article 399-7, paragraph (5), item (iv)
ultimate, wholly owning parent company, etc.machine translation
「最終完全親会社等」
The company at the top of a chain of full ownership over a stock company: a wholly owning parent company, etc. of that stock company that itself has no wholly owning parent company, etc. (Article 847-3, paragraph (1)).
Defined inArticle 399-7, paragraph (3), item (ii)· applies only in this provision and in Article 399-7, paragraph (4), item (ii); and Article 399-7, paragraph (5), item (iv)
action to enforce specific liability
「特定責任追及の訴え」
A lawsuit to enforce specific liability against those running a subsidiary company, which shareholders holding at least one hundredth of the votes or shares of its ultimate, wholly owning parent company, etc. may demand that the subsidiary bring.
Short name set inArticle 847-3, paragraph (1)· applies only in this section
board of directors
取締役会
The body made up of all of a stock company's directors (Companies Act, Article 362, paragraph (1)). It decides how the company's business is carried out, supervises the directors, and appoints and removes the representative directors (代表取締役) (Article 362, paragraphs (2) and (3)) — except in a company with a nominating committee and the other committees (指名委員会等設置会社), where it appoints representative executive officers (代表執行役) instead (Articles 416 and 420). Some decisions, such as disposing of important assets or borrowing a large amount, it normally may not hand to the directors (Article 362, paragraph (4)). A company with an audit and supervisory committee (監査等委員会設置会社) can hand more of them to directors (Article 399-13, paragraphs (5) and (6)), and a company with the committees hands them to executive officers (執行役) rather than directors (Article 416, paragraphs (3) and (4)). A company chooses in its articles of incorporation whether to have one (Article 326, paragraph (2)), but a public company (公開会社), among others, must (Article 327, paragraph (1)): a public company is one whose articles of incorporation let at least some of its shares change hands without the company's approval (Article 2, item (v)). A company with a board must have at least three directors (Article 331, paragraph (5)).
Written by AI using Companies Act, Arts. 2, 326, 327, 331, 362, 399-13, 416, 420 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.
service
送達
The delivery of a document in a court proceeding, such as a lawsuit, to the person it is for, by a procedure the law lays down: unless a provision says otherwise, the court carries it out of its own motion, the court clerk handles the work (Code of Civil Procedure, Article 98), and the person who effects it reports on it to the court in writing (Article 100, paragraph (1)); the complaint must be served on the defendant (Article 138, paragraph (1)), and the judgment on the parties (Article 255, paragraph (1)). A document is served by post or by a court enforcement officer (執行官) (Article 101, paragraph (1)), as a rule by handing it to the person (Article 102-2), at their address, residence, place of business or office, or at their workplace where those are unknown or service there meets an obstacle (Article 103); each party, legal representative and litigation representative (訴訟代理人) must tell the court a place in Japan where they are to be served (Article 104, paragraph (1)), and service abroad is made at the presiding judge's request to that country's authorities or to a Japanese ambassador, minister or consul there (Article 108). If the person is not found at a place other than their workplace, the document may be handed to an employee or a person living with them who can be trusted to receive it, and if it is refused without a legitimate reason it may be left there (Article 106, paragraphs (1) and (3)); where it cannot be served in those ways, the court clerk may send it by registered mail, and it counts as served when it is sent (Article 107, paragraphs (1) and (3)). An electronic record can also be served through the courts' electronic system on a person who has registered for it, by making it available to them and sending them a notice, and that service takes effect when they view it or save it to their computer, or one week after the notice was sent, whichever comes first (Articles 109-2, paragraph (1), and 109-3, paragraph (1)); a person who must make filings online, such as a litigation representative (訴訟代理人) entrusted with the case, can be served this way even without registering, and without a notice, the week then running from when the record was made available (Articles 109-4 and 132-11, paragraph (1)). Where a party's address or other place for service is unknown, among other cases, the court clerk may serve by publication (公示送達), on petition or where the court orders it, and serves the same party by publication again of the clerk's own motion, as a rule (Article 110, paragraphs (1) to (3)): that the clerk holds the document and will hand it over at any time is made available for anyone to view, by a method the Supreme Court's rules (最高裁判所規則) set, and posted on the court's notice board or shown on a screen at the court (Article 111), and service takes effect two weeks after that begins, or six weeks for service to be made abroad, though one made again of the clerk's own motion takes effect the day after it begins (Article 112, paragraphs (1) and (2)). Some time limits run from service: an appeal to the court of second instance (控訴), for one, must be filed within two weeks of the day the judgment is served (Article 285).
Written by AI using Code of Civil Procedure, Arts. 98, 100 to 104, 106 to 112, 132-11, 138, 255, 285 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.