If incorporators submit a proposal with respect to any matter that is the purpose of an organizational meeting, if all shareholders at incorporation (limited to those who may vote with respect to relevant matter) manifest their intention to agree to relevant proposal in writing or using an electronic or magnetic record, it is deemed that a resolution to approve relevant proposal has been passed at an organizational meeting.
The incorporators must keep the documents or an electronic or magnetic record as referred to in the provisions of the preceding paragraph at a place designated by the incorporators for the period of ten years from the day when the resolution at the organizational meeting is deemed to have been passed pursuant to the provisions of the preceding paragraph.
The shareholders at incorporation may submit the following requests at any time during the hours designated by the incorporators:
設立時株主は、発起人が定めた時間内は、いつでも、次に掲げる請求をすることができる。
requests for inspection or copying of the documents under the preceding paragraph; and
前項の書面の閲覧又は謄写の請求
requests to inspect or copy anything that is used in a manner prescribed by Ministry of Justice Order to display the information recorded in the electronic or magnetic record referred to in the preceding paragraph.
If, after the formation of a stock company, it is necessary for the purpose of exercising the rights of a member of the parent company of relevant stock company, the relevant member of the parent company may, with the permission of the court, make the requests set forth in each item of the preceding paragraph with respect to the documents or an electronic or magnetic record as referred to in paragraph (2).
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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)
member of the parent companymachine translation
「親会社社員」
A shareholder or other member of a company's parent company, who may, with the court's permission, inspect records of the subsidiary where needed to exercise their rights.
Defined inArticle 31, paragraph (3)
organizational meeting
「創立総会」
The meeting of the shareholders at incorporation that the incorporators must call when a stock company is being formed with outside subscribers for its shares.
Short name set inArticle 65, paragraph (1)
shareholders at incorporation
「設立時株主」
A person who is to become a shareholder of the stock company when it is formed, having subscribed and paid for shares issued at incorporation.
Defined inArticle 65, paragraph (1)
manifestation of intention
意思表示
A person's expression of an intention to which the law gives a legal effect, such as an offer to conclude a contract, which shows its terms and forms the contract once the other party accepts it (Civil Code, Article 522, paragraph (1)), the acceptance itself (Article 527), or the notice to the other party by which a party rescinds (取消し) an act or cancels (解除) a contract (Articles 123 and 540, paragraph (1)). One made to another person takes effect when notice of it reaches that person, or when it would normally have reached them if they blocked it without good reason (Article 97, paragraphs (1) and (2)), and does not lose its effect because the person who made it dies, loses mental capacity (意思能力) or comes under legal limits on what they can do alone after sending the notice (Article 97, paragraph (3)); where the person making it cannot find out who the other party is or where they are, it can be made by public notice (Article 98, paragraph (1)). It is not void just because the person making it knew it was not their true intention, unless the other party knew or could have known that (Article 93, paragraph (1)); a false one made in collusion with the other party is void (Article 94, paragraph (1)); and neither voidness can be asserted against a third party who did not know of it (善意) (Articles 93, paragraph (2), and 94, paragraph (2)). One based on a mistake that is material in light of the purpose of the juridical act (法律行為) and accepted views in dealings may be rescinded — one based on a mistaken view of the circumstances behind the act only if it had been shown that the act was based on them, and as a rule not where the mistake came from the gross negligence of the person who made it (Article 95, paragraphs (1) to (3)) — and so may one made under fraud or duress, though one induced by a third party's fraud only if the other party knew of the fraud or could have known of it (Article 96, paragraphs (1) and (2)); a rescission for mistake or fraud cannot be relied on against a third party who did not know and was not careless in not knowing (Article 95, paragraph (4), and Article 96, paragraph (3)). One that an agent makes within the agent's authority, showing that it is made for the principal, takes effect directly for the principal (Article 99, paragraph (1)). The Consumer Contract Act lets a consumer rescind an offer or acceptance of a consumer contract made because the business, when soliciting it, told them something untrue about an important matter and they believed it, among other grounds (Consumer Contract Act, Article 4, paragraph (1), item (i)), and the Act on Specified Commercial Transactions does the same where, in a door-to-door sale, the seller or service provider told them something untrue about such matters as the goods or the price (Article 6, paragraph (1), and Article 9-3, paragraph (1), item (i)).
Written by AI using Civil Code, Arts. 93, 94, 95, 96, 97, 98, 99, 123, 522, 527, 540, Consumer Contract Act, Art. 4 and Act on Specified Commercial Transactions, Arts. 6, 9-3 as a reference.