Article 52-2Responsibility in Cases of Falsifying Performance of Contributions
第五十二条の二（出資の履行を仮装した場合の責任等）
In the cases set forth in the following items, incorporators are liable to perform the act specified in those items for a stock company:
発起人は、次の各号に掲げる場合には、株式会社に対し、当該各号に定める行為をする義務を負う。
in cases of falsifying payment pursuant to the provisions of Article 34, paragraph (1):payment of all monies related to the contributions for which the payment is falsified; or
第三十四条第一項の規定による払込みを仮装した場合 払込みを仮装した出資に係る金銭の全額の支払
in cases of falsifying the delivery pursuant to the provisions of Article 34, paragraph (1):delivery of all properties other than monies related to the contributions for which the delivery is falsified (if a stock company demands payment of monies equivalent to the value of the properties in lieu of the payment, the payment of the entire amount of the monies).
第三十四条第一項の規定による給付を仮装した場合 給付を仮装した出資に係る金銭以外の財産の全部の給付（株式会社が当該給付に代えて当該財産の価額に相当する金銭の支払を請求した場合にあっては、当該金銭の全額の支払）
In the cases set forth in items of the preceding paragraph, incorporators who are involved in falsifying the performance of the contributions or persons who are prescribed by Ministry of Justice Order as a director at incorporation are liable to make the payments prescribed in those items to the stock company;provided, however, that this does not apply if the persons (excluding the person who falsified the performance of the contributions) prove that they did not fail to exercise due care with respect to the performance of their duties.
If incorporators are liable to make the payments prescribed in the items of paragraph (1), when the persons prescribed in the preceding paragraph assume the obligation set forth in that paragraph, the persons will be joint and several obligors.
In the cases set forth in each item of paragraph (1), incorporators may exercise the rights of shareholders at incorporation (meaning shareholders at incorporation as prescribed in Article 65, paragraph (1); the same applies in the following paragraph) and holders of the shares issued at incorporation falsified the performance of contribution only after the payment or delivery specified in those items or the payment prescribed in paragraph (2) is made.
A person who accepts transfer of shares issued at incorporation as referred to in the preceding paragraph or a right to become their shareholders may exercise the right of shareholders at incorporation and holders regarding relevant shares issued at incorporation;provided, however, that this does not apply to cases where the person has acted in bad faith or with gross negligence.