If officers, etc. have acted in bad faith or with gross negligence in performing their duties, relevant officers, etc. are liable to a third party for damages arising as a result thereof.
役員等がその職務を行うについて悪意又は重大な過失があったときは、当該役員等は、これによって第三者に生じた損害を賠償する責任を負う。
The provisions of the preceding paragraph also apply if the persons set forth in the following items carry out the acts provided for in each item; provided, however, that this does not apply if those persons prove that they did not fail to exercise due care with respect to the performance of their duties:
次の各号に掲げる者が、当該各号に定める行為をしたときも、前項と同様とする。ただし、その者が当該行為をすることについて注意を怠らなかったことを証明したときは、この限りでない。
directors and executive officers: the following acts:
取締役及び執行役 次に掲げる行為
the giving of false notice with respect to important matters, notice of which must be given when soliciting persons to subscribe for shares, share options, bonds or bonds with share option, or the making of false statements or records with respect to materials used for explanations regarding the business of the relevant stock company and other matters for the purpose of that solicitation;
the making of false statements or records with respect to important matters to be specified or recorded in financial statements and business reports as well as the annexed detailed statements thereof and provisional financial statements;
the false registration; and
虚偽の登記
the false public notice (including the measures provided for in Article 440, paragraph (3));
虚偽の公告（第四百四十条第三項に規定する措置を含む。）
accounting advisors:the making of false statements or records with respect to important matters to be specified or recorded in financial statements or in the annexed detailed statements accompanying them, provisional financial statements and accounting advisor's reports;
company auditors, audit and supervisory committee members, and audit committee members:the making of false statements or records with respect to important matters to be specified or recorded in audit reports;
financial auditor:the making of false statements or records with respect to important matters to be specified or recorded in financial audit reports.
会計監査人 会計監査報告に記載し、又は記録すべき重要な事項についての虚偽の記載又は記録
Read this with the articles around it
share option
「新株予約権」
A right that entitles its holder, by exercising it against a stock company, to receive shares of that company.
Defined inArticle 2, paragraph (1), item (xxi)· applies throughout the law
bonds with share options
「新株予約権付社債」
A bond with share options attached to it.
Defined inArticle 2, paragraph (1), item (xxii)· applies throughout the law
bond
「社債」
A money claim against a company, arising from an allotment the company makes under this Act, that is to be repaid according to the terms set under Article 676.
Defined inArticle 2, paragraph (1), item (xxiii)· 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)
provisional financial statements
「臨時計算書類」
The balance sheet and profit and loss statement that a stock company may draw up under Article 441, paragraph (1) as of a day partway through a business year.
Defined inArticle 374, paragraph (1)· applies only in this chapter
financial statements
「計算書類」
The financial statements a stock company must prepare for each business year: the balance sheet, the profit and loss statement and the other statements a Ministry of Justice Order (法務省令) sets as needed to show its assets and its profit and loss.
Defined inArticle 374, paragraph (1)· applies only in this chapter
audit committee member
「監査委員」
A member of the audit committee of a company with nominating committee, etc., who may not at the same time be an executive officer or executive director of the company or its subsidiaries.
Short name set inArticle 400, paragraph (4)
officers, etc.
「役員等」
The directors, accounting advisors, company auditors, executive officers and financial auditor of a stock company, who are liable to it for damages if they neglect their duties.
Short name set inArticle 423, paragraph (1)· applies only in this chapter
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.
registration
登記
Entry in a public register kept by a registry office (登記所) — a Legal Affairs Bureau or one of its branch offices — so that the matter is made public (Real Property Registration Act, Articles 1 and 6, paragraph (1)). Rights in land and buildings, such as ownership, a superficies (地上権), a statutory lien (先取特権), a mortgage and a right of lease (賃借権), can be registered under that Act (Article 3), and matters the Commercial Code, the Companies Act and other Acts require to be registered are registered under the Commercial Registration Act (Article 1). Registration also lets a right be asserted against third parties: acquiring, losing or changing a right in rem (物権) in land or a building, such as ownership, cannot be asserted against third parties until it is registered (Civil Code, Article 177), and a matter the Companies Act requires to be registered cannot be asserted against a third party who does not know of it until it has been registered, nor, even after that, against one who had a justifiable reason for not knowing of the registration (Companies Act, Article 908, paragraph (1)).
Written by AI using Real Property Registration Act, Arts. 1, 3, 6, Commercial Registration Act, Art. 1, Civil Code, Art. 177 and Companies Act, Art. 908 as a reference.