Article 911Registration of Incorporation of a Stock Company

一the day on which the investigation under the provisions of Article 46, paragraph (1) ended (or, if the stock company to be incorporated is a company with nominating committee, etc., the day on which the representative executive officer at incorporation received the notice under the provisions of paragraph (3) of that Article); or

二the day specified by the incorporator.

一the day of the conclusion of an organizational meeting;

二if the resolution at an organizational meeting of class shareholders referred to in Article 84 is passed, the day of relevant resolution;

三if the resolution at the organizational meeting referred to in Article 97 is passed, the day on which two weeks have elapsed from the day of relevant resolution;

四if the resolution at an organizational meeting of class shareholders referred to in Article 100, paragraph (1) is passed, the day on which two weeks have elapsed from the day of relevant resolution; or

五if the resolution at an organizational meeting of class shareholders referred to in Article 101, paragraph (1) is passed, the day of relevant resolution.

一the purpose;

二the trade name;

三the addresses of the head office and branch offices;

四if there are provisions in the articles of incorporation with regard to the duration or the grounds for dissolution of the stock company, the provisions;

五the amount of stated capital;

六the total number of authorized shares;

七the details of the shares it issues (or, for a company with class shares, the total number of authorized shares in a class and the details of the shares of each class);

八if there are provisions in the articles of incorporation with regard to the share unit, the share unit;

九the total number of the issued shares and the class and the number of each class of the issued shares;

十if the stock company is a share certificate-issuing company, a statement to that effect;

十一if there is a shareholder register administrator, the name, address and business office thereof;

十二if the stock company has issued share options, the following matters:

イthe number of the share options;

ロthe matters set forth in Article 236, paragraph (1), items (i) through (iv) (in the cases provided in (c), excluding item (ii));

ハif the matters set forth in each item of Article 236, paragraph (3) are provided, those matters;

ニbeyond the matters set forth in (b) and (c), if conditions on the exercise of the share options have been prescribed, the conditions;

ホthe matters set forth in Article 236, paragraph (1), item (vii) and Article 238, paragraph (1), item (ii); and

ヘif the matters set forth in each item of Article 238, paragraph (1), item (iii) are provided, the subscriber share option (meaning subscriber share options provided in that paragraph; hereinafter the same applies in (f)) pay-in amount (meaning the pay-in amount provided in that item; hereinafter the same applies in (f)) (if the method of calculating the pay-in amount for the subscriber share options is provided as a matter set forth in that item and the pay-in amount for the subscriber share options has not been finalized by the time of application for registration, the calculation method).

十二の二if the articles of incorporation contain provisions to the effect that measures for electronic provision set forth in Article 325-2 are to be taken, those provisions.

十三the names of the directors (excluding directors of a company with audit and supervisory committee);

十四the name and address of the representative director (excluding the cases prescribed in item (xxiii));

十五if the stock company is a company with board of directors, a statement to that effect;

十六if the stock company is a company with accounting advisor, a statement to that effect, the name of the accounting advisor and the place referred to in Article 378, paragraph (1);

十七if the stock company is a company with company auditor (including a stock company the articles of incorporation of which provide that the scope of the audit by its company auditors is limited to an audit related to accounting), a statement to that effect and the matters set forth in the following:

イif there is a stock company having provisions of the articles of incorporation to limit the audit range of company auditors to those related to accounting, to that effect; and

ロthe name of company auditor;

十八if the stock company is a company with board of company auditors, a statement to that effect and the fact that those among the company auditors who are outside company auditors are outside company auditors;

十九if the stock company is a company with financial auditor, a statement to that effect and the name of the financial auditor;

二十if the stock company has a person who is temporarily to perform the duties of a financial auditor who has been appointed pursuant to the provisions of Article 346, paragraph (4), the person's name;

二十一if there are provisions on the vote by special directors under the provisions of Article 373, paragraph (1), the following matters:

イa statement to the effect that there are provisions on the vote by special directors under the provisions of Article 373, paragraph (1);

ロthe names of the special directors; and

ハa statement to the effect that those among the directors who are outside directors are outside directors;

二十二if it is a company with audit and supervisory committee, to that effect and the following matters:

イthe names of directors who are audit and supervisory committee members and other directors;

ロwith regard to directors who are outside directors, the fact they are outside directors; and

ハif there are provisions in the articles of incorporation with respect to delegating the determination on execution of important operations to directors pursuant to the provisions of Article 399-13, paragraph (6), to that effect;

二十四if there are provisions in the articles of incorporation with regard to exemption from liability of directors, accounting advisors, company auditors, executive officers or financial auditors under the provisions of Article 426, paragraph (1), the provisions of the articles of incorporation;

二十五if there are provisions in the articles of incorporation with regard to the conclusion of contracts for the limitation of liabilities assumed by non-executive directors, etc. under the provisions of Article 427, paragraph (1), the provisions of the articles of incorporation;

二十六when taking measures under the provisions of Article 440, paragraph (3), the matters prescribed by Ministry of Justice Order which are necessary for making the information contained in the balance sheet provided for in paragraph (1) of that Article available to the general public;

二十七if there are provisions in the articles of incorporation with regard to the method of public notice under the provisions of Article 939, paragraph (1), the provisions of the articles of incorporation;

二十八if the provisions of the articles of incorporation set forth in the preceding item provide that electronic public notice is to be the method of public notice, the following matters:

イthe matters prescribed by Ministry of Justice Order which are necessary for making the information to be publicly notified through electronic public notice available to the general public; and

ロif there are provisions of the articles of incorporation under the provisions of the second sentence of Article 939, paragraph (3), the provisions of the articles of incorporation; and

二十九if there are no provisions of the articles of incorporation referred to in item (xxvii), a statement to the effect that publication in Official Gazette is to be the method of public notice pursuant to the provisions of Article 939, paragraph (4).