If a membership company effects entity conversion, the membership company must prescribe the following matters in the entity conversion plan:
the purpose, trade name, location of the head office, and total number of authorized shares of the stock company after the entity conversion (hereinafter referred to as the "stock company after entity conversion" in this Article);
beyond what is set forth in the preceding item, the matters provided for in the articles of incorporation of the stock company after entity conversion;
the names of the directors of the stock company after entity conversion;
組織変更後株式会社の取締役の氏名
the matters provided for in (a) through (c) below for the categories of cases set forth respectively therein:
次のイからハまでに掲げる場合の区分に応じ、当該イからハまでに定める事項
if the stock company after entity conversion is a company with accounting advisor:the name of the accounting advisor of the stock company after entity conversion;
if the stock company after entity conversion is a company with company auditor (including any stock company the articles of incorporation of which provide that the scope of the audit by its company auditor is limited to an audit related to accounting):the name of the company auditor of the stock company after entity conversion; and
if the stock company after entity conversion is a company with financial auditor:the name of the financial auditor of the stock company after entity conversion;
the number of shares (or, for a company with class shares, the classes of the shares and the number of the shares for each class) of the stock company after entity conversion to be acquired by members of the membership company effecting entity conversion, when effecting the entity conversion, or the method for calculating the numbers;
matters concerning the allotment of the shares set forth in the preceding item to members of the membership company effecting entity conversion;
if the stock company after entity conversion is to deliver to members of the membership company effecting the entity conversion monies, etc. (excluding the shares of the stock company after entity conversion; hereinafter the same applies in this item and the following item) in lieu of the equity interests thereof when effecting the entity conversion, the following matters concerning relevant monies, etc.:
if relevant monies, etc. are bonds of the stock company after entity conversion (excluding those concerning bonds with share options), the description of the classes of relevant bonds and the total amount for each class of bonds, or the method for calculating that total amount;
if the monies, etc. are share options of the stock company after entity conversion (excluding those attached to bonds with share options), the description of the features and number of relevant share options, or the method for calculating the number;
if the monies, etc. are bonds with share options of the stock company after entity conversion, the matters prescribed in (a) concerning relevant bonds with share options and the matters prescribed in (b) concerning the share options attached to the bonds with share options; and
if the monies, etc. are property other than bonds, etc. (meaning bonds and share options; hereinafter the same applies in this Part) of the stock company after entity conversion, the description of the features and number or amount of relevant property, or the method for calculating the number or amount;
in the case prescribed in the preceding item, matters concerning the allotment of monies, etc. referred to in that item to members of the membership company effecting the entity conversion; and
the effective day.
If a stock company after entity conversion is a company with audit and supervisory committee, the matters set forth in item (iii) of the preceding paragraph must be prescribed by distinguishing directors who are audit and supervisory committee members and other directors.
組織変更後株式会社が監査等委員会設置会社である場合には、前項第三号に掲げる事項は、監査等委員である取締役とそれ以外の取締役とを区別して定めなければならない。