①A stock company may be incorporated by either of the following methods:

②Each incorporator must subscribe for one or more shares issued at incorporation in the incorporation of a stock company.

①In order to incorporate a stock company, incorporator must prepare articles of incorporation, and all incorporators must sign or affix the name and seal to it.

②Articles of incorporation referred to in the preceding paragraph may be prepared in the form of an electronic or magnetic record (meaning a record that Ministry of Justice Order prescribes as being used in computerized information processing and created in electronic form, magnetic form, or any other form that cannot be perceived by the human senses; the same applies hereinafter). In these cases, actions prescribed by Ministry of Justice Order must be taken in lieu of the signing or the affixing of the names and seals, with respect to the data recorded in such an electronic or magnetic record.

Articles of incorporation of a stock company must specify or record the following matters:

If a stock company is to be incorporated, the following matters do not become effective unless they are specified or recorded in the articles of incorporation referred to in Article 26, paragraph (1):

Beyond the matters set forth in each item of Article 27 and each item of the preceding Article, articles of incorporation of a stock company may specify or record the matters which, pursuant to the provisions of this Act, may not become effective unless provided for in the articles of incorporation, or other matters which do not violate any provisions of this Act.

①Articles of incorporation referred to in Article 26, paragraph (1) do not become effective unless they are certified by a notary public.

②Articles of incorporation that are certified by a notary public pursuant to the preceding paragraph may not be amended before the formation of the stock company except when they are amended under the provisions of Article 33, paragraph (7) or (9), or Article 37, paragraph (1) or (2).

①The incorporator (or the stock company after the formation of relevant stock company) must keep articles of incorporation at the place designated by the incorporator (or at the head office or branch office of the stock company after the formation of that stock company).

②The incorporator (or, after the formation of that stock company, the shareholder and creditor of that stock company) may submit the following request at any time during the hours designated by the incorporator (or, after the formation of the stock company, during the business hours of relevant stock company);provided, however, that the fees designated by the incorporator (or, after the formation of the stock company, relevant stock company) are required to be paid in order to submit the requests set forth in item (ii) or item (iv):

③After the formation of a stock company, if it is necessary for the purpose of exercising the rights of a member of the parent company (meaning the shareholders and other members of the parent companies; the same applies hereinafter) 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 articles of incorporation of relevant stock company;provided, however, that, in order to make the requests set forth in item (ii) or item (iv) of that paragraph, the fees designated by relevant stock company is required to be paid.

④If articles of incorporation are prepared as an electronic or magnetic record, for the purpose of the application of the provisions of paragraph (1) with respect to a stock company which adopts the measures prescribed by Ministry of Justice Order as the measures that enable its branch offices to respond to the request set forth in paragraph (2), item (iii) and item (iv), the phrase "head office and branch office" in paragraph (1) is deemed to be replaced with "head office".

①When incorporator determine the following matters at the incorporation of the stock company (excluding matters provided for in the articles of incorporation), the incorporator must obtain the consent of all incorporators:

②If the stock company to be incorporated is a company with class shares, if the shares issued at incorporation referred to in item (i) of the preceding paragraph are those which are provided for in the articles of incorporation under the provisions of the first sentence of Article 108, paragraph (3), the incorporator must, with the consent of all incorporators, determine the features of relevant shares issued at incorporation.

①If articles of incorporation specify or record the matters set forth in each item of Article 28, the incorporator must, without delay after the certification by the notary public under Article 30, paragraph (1), file a petition for the appointment of an inspector with the court in order to have the inspector investigate relevant matters.

②If the petition referred to in the preceding paragraph has been filed, the court must appoint the inspector except in case it dismisses the petition as non-conforming.

③If the court has appointed the inspector referred to in the preceding paragraph, it may fix the amount of the remuneration that the stock company after the formation pays to relevant inspector.

④The inspector referred to in paragraph (2) must conduct the necessary investigation and submit a report to the court by providing it with a document detailing the results of the investigation or with an electronic or magnetic record (limited to one as prescribed by Ministry of Justice Order) in which these have been recorded.

⑤If the court finds it necessary for the purpose of clarification of the contents of the report referred to in the preceding paragraph or of confirmation of the grounds supporting that report, it may request the inspector stated in paragraph (2) a further report stated in the preceding paragraph.

⑥When the inspector referred to in paragraph (2) reports pursuant to paragraph (4), the inspector must deliver a copy of the document referred to in that paragraph to the incorporators or use a means prescribed by Ministry of Justice Order to provide them with the information recorded in the electronic or magnetic record referred to in that paragraph.

⑦If the court receives a report under paragraph (4), if it finds the provisions in articles of incorporation relating to matters set forth in each item of Article 28 (excluding any matters not subjected to the investigation by the inspector under paragraph (2)) to be improper, it must make a ruling amending the same.

⑧If some or all of the provisions in articles of incorporation relating to matters set forth in each item of Article 28 are amended by a ruling stated in the preceding paragraph, the incorporator may rescind the manifestation of intention relating to subscription for the relevant shares issued at incorporation within one week from the finalization of relevant ruling.

⑨In the cases prescribed in the preceding paragraph, the incorporator may, with the consent of all incorporators, amend articles of incorporation repealing the provisions which have been amended by relevant ruling, within one week from the finalization of the ruling referred to in paragraph (7).

⑩The provisions of the preceding nine paragraphs do not apply to the matters prescribed in following items:

⑪None of the following persons may provide the verification prescribed in item (iii) of the preceding paragraph:

①An incorporator must, without delay after subscription for shares issued at incorporation, pay in the entire sum of monies relating to the incorporator's contribution, or deliver all properties other than monies relating to the incorporator's contribution fully in money or in kind, with respect to the shares issued at incorporation for which the incorporator has subscribed;provided, however, that, if the consent of all incorporators is obtained, the foregoing provisions do not preclude an incorporator from performing registration, recording or other acts necessary to assert the creation or transfer of rights against third parties after the formation of the stock company.

②The contribution in money pursuant to the provisions of the preceding paragraph must be paid at the bank, etc. (meaning a bank (meaning a bank as defined in Article 2, paragraph (1) of the Bank Act (Act No. 59 of 1981); the same applies in Article 703, item (i)), a trust company (meaning a trust company as defined in Article 2, paragraph (2) of the Trust Business Act (Act No. 154 of 2004); the same applies hereinafter) and other entities prescribed by Ministry of Justice Order as entities equivalent to the same; the same applies hereinafter) designated for payment by the incorporator.

The transferring of a right to become a holder of the shares issued at incorporation by contribution pursuant to the provisions of paragraph (1) of the preceding Article (hereinafter in this Chapter referred to as "performance of contributions") may not be asserted against the stock company after the formation.

①If not all of the incorporators fulfill the performance of contributions, the incorporators must set a date and notify any incorporator who does not fulfill the performance of contributions that the incorporator must fulfill the performance of contributions by that date.

②The notice under the provisions of the preceding paragraph must be given no later than two weeks prior to the date provided for in that paragraph.

③Incorporator who is notified pursuant to the provisions of paragraph (1) will forfeit the right to become the holder of shares issued at incorporation by fulfilling the performance of contributions if the same fail to fulfill the performance of contributions by the date provided for in that paragraph.

①If the total number of shares that may be issued by a stock company (hereinafter referred to as "total number of authorized shares") is not provided for in the articles of incorporation, the incorporators must, with the consent of all incorporators, amend the articles of incorporation and create a provision on the total number of authorized shares prior to the formation of the stock company.

②If the total number of authorized shares is provided for in the articles of incorporation, the incorporators may, with the consent of all incorporators, amend the articles of incorporation with respect to the total number of authorized shares at any time prior to the formation of the stock company.

③The total number of shares issued at incorporation may not be less than one quarter of the total number of authorized shares;provided, however, that this does not apply if the stock company to be incorporated is not a public company.

①The incorporator must elect the director at incorporation (meaning person who becomes director at the incorporation; the same applies hereinafter) without delay after the fulfillment of the performance of contributions.

②If the stock company to be incorporated is a company with audit and supervisory committee, the election of directors at incorporation pursuant to the provisions of the preceding paragraph must be implemented by distinguishing the election of a director at incorporation who is an audit and supervisory committee member at incorporation (meaning a person who becomes an audit and supervisory committee member (meaning an member of the audit and supervisory committee; the same applies hereinafter) at incorporation of a stock company; the same applies hereinafter) from among other directors at incorporation.

③In the cases set forth in the following items, the incorporator must elect the persons specified in each of those items without delay after the fulfillment of the performance of contributions:

④Persons who are prescribed in articles of incorporation as directors at incorporation (if the stock company to be incorporated is a company with audit and supervisory committee, directors at incorporation who are audit and supervisory committee members at incorporation or other directors at incorporation; hereinafter the same applies in this paragraph), accounting advisors at incorporation, company auditors at incorporation, and financial auditors at incorporation are deemed to be elected as directors at incorporation, accounting advisors at incorporation, company auditors at incorporation, and financial auditors at incorporation, respectively, upon the fulfillment of the performance of contributions.

①If a stock company to be incorporated is a company with board of directors, there must be three or more directors at incorporation.

②If a stock company to be incorporated is a company with board of company auditors, there must be three or more company auditors at incorporation.

③If the stock company to be incorporated is a company with audit and supervisory committee, directors at incorporation who are audit and supervisory committee members at incorporation must be three persons or more.

④A person who may not be a director (in cases of a company with audit and supervisory committee, a director who is an audit and supervisory committee member or other director), accounting advisor, company auditor or financial auditor of a stock company after formation pursuant to the provisions of Article 331, paragraph (1) (including the case where it is applied mutatis mutandis pursuant to Article 335, paragraph (1)), Article 333, paragraph (1) or (3), or Article 337, paragraph (1) or (3) may not become a director at incorporation (if a stock company after incorporation is a company with audit and supervisory committee, a director at incorporation who is an audit and supervisory committee member at incorporation or other director at incorporation), an accounting advisor at incorporation, a company auditor at incorporation, or a financial auditor at incorporation (hereinafter in this Section referred to as "officers, etc. at incorporation"), respectively.

⑤The provisions of Article 331-2 apply mutatis mutandis to directors at incorporation and company auditors at incorporation.

①The election of the officers, etc. at incorporation is determined by a majority of the votes of the incorporators.

②In the cases provided for in the preceding paragraph, an incorporator is entitled to one vote for each one share issued at incorporation for which the performance of contributions has been fulfilled;provided, however, that, if the share unit is provided for in the articles of incorporation, an incorporator is entitled to one vote for each one unit of the shares issued at incorporation.

③Notwithstanding the provisions of the preceding paragraph, if the stock company to be incorporated is a company with class shares, and it issues shares issued at incorporation of a class for which it is provided that the voting rights may not be exercised in connection with the election of some or all of the directors, with respect to relevant class of the shares issued at incorporation, the incorporators may not exercise voting rights in connection with the election of the directors at incorporation who are to become relevant directors.

④For the purpose of the application of the provisions of the preceding paragraph if the stock company to be incorporated is a company with audit and supervisory committee, the phrase", director" in the same paragraph is deemed to be replaced with ", director who is an audit and supervisory committee member or other director", and the term "relevant director" is deemed to be replaced with "these directors".

⑤The provisions of paragraph (3) apply mutatis mutandis to the election of accounting advisors at incorporation, company auditors at incorporation and financial auditors at incorporation.

①Notwithstanding the provisions of paragraph (1) of the preceding Article, if, at the incorporation of a stock company, it issues shares of a class for which the matters set forth in Article 108, paragraph (1), item (ix) (limited to those relating to directors (in cases of a company with audit and supervisory committee, a director who is an audit and supervisory committee member or other director)) are provided, the election of the directors at incorporation (if the stock company to be incorporated is a company with audit and supervisory committee, a director at incorporation who is an audit and supervisory committee member at incorporation or other director at incorporation) is determined by a majority of the votes (limited to the votes with respect to relevant class of the shares issued at incorporation) of the incorporators who subscribed for relevant class of the shares issued at incorporation, consistently with the provisions of articles of incorporation with respect to the matters provided for in paragraph (2), item (ix) of that Article.

②In the cases provided for in the preceding paragraph, an incorporator is entitled to one vote for each one share issued at incorporation of that class for which the performance of contributions is fulfilled;provided, however, that, if the share unit is provided for in the articles of incorporation, an incorporator is entitled to one vote for each one unit of the shares issued at incorporation of that class.

③The provisions of the preceding two paragraphs apply mutatis mutandis to the cases where the shares of a class for which matters set forth in Article 108, paragraph (1), item (ix) (limited to those relating to company auditors) are provided are issued at incorporation of the stock company.

The incorporators may dismiss the officers, etc. at incorporation elected by the incorporators (including those deemed to be elected as the officers, etc. at incorporation pursuant to the provisions of Article 38, paragraph (4)) at any time prior to the formation of the stock company.

①Dismissal of the officers, etc. at incorporation is determined by a majority of the votes of the incorporators (or by a majority of two thirds or more in case of dismissal of a director at incorporation who is an audit and supervisory committee member at incorporation or a company auditor at incorporation).

②In the cases provided for in the preceding paragraph, an incorporator is entitled to one vote for each one share issued at incorporation for which the performance of contributions has been fulfilled;provided, however, that, if the share unit is provided for in the articles of incorporation, an incorporator is entitled to one vote for each one unit of the shares issued at incorporation.

③Notwithstanding the provisions of the preceding paragraph, if the stock company to be incorporated is a company with class shares , and it issues shares issued at incorporation of a class for which it is provided that the voting rights may not be exercised in connection with the dismissal of some or all of the directors, with respect to relevant class of the shares issued at incorporation, the incorporators may not exercise voting rights in connection with the dismissal of the directors at incorporation who are to become relevant directors.

④For the purpose of the application of the provisions of the preceding paragraph if the stock company to be incorporated is a company with audit and supervisory committee, the phrase", director" in the same paragraph is deemed to be replaced with ", director who is an audit and supervisory committee member or other director", and the term "relevant director" is deemed to be replaced with "these directors".

⑤The provisions of paragraph (3) apply mutatis mutandis to the dismissal of accounting advisors at incorporation, company auditors at incorporation and financial auditors at incorporation.

①Notwithstanding the provisions of paragraph (1) of the preceding Article, the dismissal of director at incorporation (excluding a director at incorporation who is an audit and supervisory committee member at incorporation; the same applies in the following paragraph and paragraph (4)) who is elected pursuant to the provisions of Article 41, paragraph (1) is determined by a majority of the votes of the incorporators relating to the election.

②Notwithstanding the provisions of the preceding paragraph, if there are provisions in the articles of incorporation to the effect that a director (excluding a director who is an audit and supervisory committee member; the same applies in paragraph (4)) who is elected pursuant to the provisions of Article 41, paragraph (1), or is elected at an organizational meeting of class shareholders (referring to organizational meeting of class shareholders provided for in Article 84) or at a general meeting of class shareholders may be dismissed by a resolution at the shareholders meeting, the dismissal of the director at incorporation who is elected pursuant to Article 41, paragraph (1) is determined by a majority of the votes of the incorporators.

③In the cases provided for in the preceding paragraph, an incorporator is entitled to one vote for each one share issued at incorporation of that class for which the performance of contributions is fulfilled;provided, however, that, if the share unit is provided for in the articles of incorporation, an incorporator is entitled to one vote for each one unit of the shares issued at incorporation of that class.

④Notwithstanding the provisions of the preceding paragraph, if a director at incorporation is to be dismissed pursuant to the provisions of paragraph (2) above, and shares issued at incorporation of a class for which it is provided that the voting rights may not be exercised in connection with the dismissal of some or all of the directors are to be issued, with respect to relevant class of the shares issued at incorporation, the incorporators may not exercise voting rights in connection with the dismissal of the directors at incorporation who are to become relevant directors.

⑤The provisions of the preceding four paragraphs apply mutatis mutandis to the dismissal of directors at incorporation who are audit and supervisory committee members at incorporation elected pursuant to the provisions of Article 41, paragraph (1) and company auditors at incorporation who are elected pursuant to the provisions of paragraph (3) of that Article which are applied mutatis mutandis under paragraph (3) of that Article. In these cases, the term "majority" in paragraph (1) and paragraph (2) is deemed to be replaced with "majority of two thirds or more".

①If, at the incorporation of a stock company, it issues shares of a class for which the matters set forth in Article 108, paragraph (1), item (viii) are provided, and there are provisions in the articles of incorporation to the effect that a resolution at the general meeting of class shareholders is required with respect to the matters set forth in the following items as the features of the shares of relevant class, the matters provided for in each of those items do not become effective unless, in addition to the determination pursuant to the provisions of Article 40, paragraph (1) or Article 43, paragraph (1), there is a determination by a majority of the votes (limited to the votes with respect to the shares issued at incorporation of relevant class) of the incorporators who subscribe for the shares issued at incorporation of relevant class in accordance with the applicable provisions of the articles of incorporation:

②In the cases provided for in the preceding paragraph, an incorporator is entitled to one vote for each one share issued at incorporation of that class for which the performance of contributions is fulfilled;provided, however, that, if the share unit is provided for in the articles of incorporation, an incorporator is entitled to one vote for each one unit of the shares issued at incorporation of relevant class.

①The directors at incorporation (referring to the directors at incorporation and company auditor at incorporation if the stock company to be incorporated is a company with company auditor; hereinafter the same applies in this Article) must investigate the following matters without delay after their election:

②If, as a result of the investigation pursuant to the preceding paragraph, the directors at incorporation find that there is any violation of laws and regulations or articles of incorporation or there is any inappropriate matter in a matter set forth in any item of that paragraph, directors must give notice to that effect to the incorporator;

③If the stock company to be incorporated is a company with nominating committee, etc., the director at incorporation must give the representative executive officer at incorporation (referring to the representative executive officer at incorporation provided for in Article 48, paragraph (1), item (iii)) notice to the effect that the investigation under paragraph (1) has been completed, or, if the notice under the preceding paragraph has been given, notice to that effect and a description of the contents.

①If the stock company to be incorporated is a company with board of directors (excluding a company with nominating committees, etc.), the directors at incorporation must appoint among the directors at incorporation (if the stock company to be incorporated is a company with audit and supervisory committee, excluding a director at incorporation who is an audit and supervisory committee member at incorporation) a person who is to be the representative director (meaning the director who represents the stock company; the same applies hereinafter) as at incorporation of the stock company (hereinafter referred to as "representative director at incorporation").

②The directors at incorporation may remove the representative director at incorporation at any time prior to the formation of the stock company.

③The appointment and removal of the representative director at incorporation pursuant to the provisions of the preceding two paragraphs are determined by a majority of the directors at incorporation.

①If the stock company to be incorporated is a company with nominating committee, etc., the director at incorporation must take the following measures:

②At any time prior to the formation of the stock company, the directors at incorporation may remove the committee members at incorporation or the representative executive officers at incorporation, or dismiss the executive officers at incorporation.

③The decision pursuant to the provisions of the preceding two paragraphs is made by a majority of the directors at incorporation.

A stock company is formed by the registration of the incorporation at the location of its head office.

①As at formation of a stock company, the incorporator becomes a shareholder for the shares issued at incorporation for which the performance of contributions has been fulfilled.

②The transferring of a right to become a shareholder pursuant to the provisions of the preceding paragraph may not be asserted against the stock company after the formation.

①The provisions of the proviso to Article 93, paragraph (1) and the provisions of Article 94, paragraph (1) of the Civil Code (Act No. 89 of 1896) do not apply to the manifestation of intention relating to the subscription for shares issued at incorporation.

②After the formation of the stock company, the incorporator may not rescind the subscription for shares issued at incorporation on the grounds of mistake, fraud or duress.

①If the value of the property contributed in kind at formation of a stock company is substantially short of the value specified or recorded in the articles of incorporation with respect to relevant property contributed in kind (or if there is any amendment of the articles of incorporation, the value so amended), the incorporators and directors at incorporation are jointly and severally liable to relevant stock company for the payment of the amount of relevant shortfall.

②Notwithstanding the provisions of the preceding paragraph, the incorporators (excluding those who contributed in kind under Article 28, item (i) or the transferor of the property under item (ii) of the same Article; the same applies in item (ii)) and directors at incorporation are not held liable in accordance with that paragraph with respect to the property contributed in kind in the following cases:

③In the cases set forth in paragraph (1), the person who carried out the verification provided for in Article 33, paragraph (10), item (iii) (hereinafter in this paragraph referred to as "verifying person") is jointly and severally liable with the person who assumes the liability under paragraph (1) for the payment of the amount of the shortfall under that paragraph; provided, however, that this does not apply if relevant verifying person prove that the verifying person did not fail to exercise due care with respect to the carrying out relevant verification.

①In the cases set forth in the following items, incorporators are liable to perform the act specified in those items for a stock company:

②In 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.

③If 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.

④In 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.

⑤A 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.

①If an incorporator, director at incorporation or company auditor at incorporation neglects their duties with respect to the incorporation of a stock company, they are liable to relevant stock company for damages arising as a result thereof.

②If an incorporator, director at incorporation or company auditor at incorporation has acted in bad faith or with gross negligence in performing their duties, relevant incorporator, director at incorporation or auditor at incorporation is liable to a third party for damages arising as a result thereof.

If an incorporator, a director at incorporation or a company auditor at incorporation is liable for damages arising in the stock company or a third party, if other incorporators, directors at incorporation or company auditors at incorporation are also liable, relevant persons will be joint and several obligors.

An exemption from the obligations assumed by an incorporator or director at incorporation pursuant to the provisions of Article 52, paragraph (1), obligations assumed by an incorporator pursuant to the provisions of Article 52-2, paragraph (1), obligations assumed by an incorporator or director at incorporation pursuant to the provisions of paragraph (2) of that Article, and the liability assumed by an incorporator, director at incorporation or company auditor at incorporation pursuant to the provisions of Article 53, paragraph (1) may not be given without the consent of all shareholders.

If the formation of a stock company fails, the incorporator is jointly and severally liable for any act committed in connection with the incorporation of the stock company, and bears the costs expended in connection with the incorporation of the stock company.

①Pursuant to the provisions of this Subsection, the incorporators may provide to the effect that persons will be solicited to subscribe for the shares issued at incorporation.

②Incorporators intending to provide to the effect that the solicitation under the preceding paragraph be carried out must obtain the consent of all incorporators.

①Whenever the incorporator intends to carry out the solicitation under paragraph (1) of the preceding Article, the incorporator must decide the following matters with respect to the shares solicited at incorporation (meaning the shares issued at incorporation that are allotted to the persons who accept the solicitation under that paragraph and apply to subscribe for the shares issued at incorporation; hereinafter the same applies in this Section):

②If the incorporator intends to determine the matters set forth in any item of the preceding paragraph, the incorporator must obtain the consent of all incorporators.

③The conditions for the solicitation under paragraph (1) of the preceding Article, such as the amount to be paid in for shares solicited at incorporation, must be decided uniformly for each relevant solicitation (or, if the stock company to be incorporated is a company with class shares, for each that class and solicitation).

①The incorporator must notify the person who, in response to the solicitation under Article 57, paragraph (1), intends to apply to subscribe for the shares solicited at incorporation of the following matters:

②If not all of the incorporators fulfill the performance of contributions, the incorporators may not give the notice pursuant to the provisions of the preceding paragraph until after the date provided for in Article 36, paragraph (1).

③A person who intends to apply to subscribe for shares solicited at incorporation in response to a solicitation under Article 57, paragraph (1) must deliver a document giving the following information to the incorporators:

④A person who submits the application referred to in the preceding paragraph may, in lieu of delivering a document as referred to in that paragraph, provide the information that is required to be detailed in the document referred to in that paragraph by electronic or magnetic means, with the approval of the incorporators and pursuant to the provisions of Cabinet Order. In these cases, the person who submitted the application is deemed to have given a document under that paragraph.

⑤If there are changes in the matters set forth in any item of paragraph (1), the incorporators must immediately notify persons who submitted applications under paragraph (3) (hereinafter in this Subsection referred to as "applicants") thereof and of the matters so changed.

⑥It would be sufficient for a notice or demand to an applicant by the incorporators to be sent to the address under paragraph (3), item (i) (or, if relevant applicant notifies the incorporators of a different place or contact address for the receipt of notices or demand, to the place or contact address).

⑦The notice or demand referred to in the preceding paragraph is deemed to have arrived at the time when that notice or demand should normally have arrived.

①The incorporators must specify from among the applicants the persons to whom the shares solicited at incorporation are allotted, and specify the number of the shares solicited at incorporation that are allotted to relevant persons. In these cases, the incorporators may reduce the number of the shares solicited at incorporation to be allotted to relevant applicants to less than the number referred to in paragraph (3), item (ii) of the preceding Article.

②The incorporator must notify the Applicant, no later than the day immediately preceding the date referred to in Article 58, paragraph (1), item (iii) (or, in case a period is specified under that item, no later than the day immediately preceding the first day of that period), of the number of the shares solicited at incorporation that are allotted to relevant applicant.

The provisions of the preceding two Articles do not apply if persons who intend to subscribe for shares solicited at incorporation execute contracts for subscriptions for the total number of those shares.

The persons set forth in the following items will be the subscribers for the number of the shares solicited at incorporation provided for in each item with respect to the shares solicited at incorporation:

①The subscribers for the shares solicited at incorporation must pay fully the amount to be paid in for shares solicited at incorporation for which the subscribers subscribed, at the bank, etc. designated for payment by the incorporator, no later than the date set forth in Article 58, paragraph (1), item (iii) or within the period under that item.

②Transferring of the right to become a holder of the shares issued at incorporation by effecting payment pursuant to the preceding paragraph may not be asserted against the stock company after formation.

③If a subscriber for the shares solicited at incorporation fails to make payment pursuant to the provisions of paragraph (1), the subscriber will forfeit the right to become the holder of the shares solicited at incorporation by making relevant payment.

①If solicitation under Article 57, paragraph (1) has been carried out, the incorporators may request the bank, etc. that handled the payment pursuant to the provisions of Article 34, paragraph (1) and paragraph (1) of the preceding Article to issue a certificate of deposit of a money amount paid in pursuant to the provisions.

②The bank, etc. that issued the certificate referred to in the preceding paragraph may not assert against the stock company after formation any misstatement in relevant certificate or the existence of restrictions regarding the return of money paid in pursuant to the provisions of Article 34, paragraph (1) or paragraph (1) of the preceding Article.

①If solicitation under Article 57, paragraph (1) is to be carried out, the incorporator must call a meeting of the shareholders at incorporation (meaning shareholders who are to be the shareholders of the stock company pursuant to the provisions of Article 50, paragraph (1) or Article 102, paragraph (2); the same applies hereinafter) without delay on and after either the date under Article 58, paragraph (1), item (iii) or the last day of the period under that item, whichever comes later (relevant meeting is referred to as an "organizational meeting" hereinafter).

②In the cases referred to in the preceding paragraph, the incorporators may call an organizational meeting at any time when the incorporators find it necessary.

At an organizational meeting, only the matters provided for in this Section and matters regarding the incorporation of a stock company, such as the discontinuation of the incorporation of a stock company and the conclusion of an organizational meeting, may be resolved.

①The incorporators must decide the following matters if the incorporators call an organizational meeting:

②If the number of the shareholders at incorporation (excluding shareholders at incorporation who may not exercise votes on all matters which may be resolved at organizational meetings; the same applies in the following Article through Article 71) is one thousand or more, the incorporators must decide the matters set forth in item (iii) of the preceding paragraph.

①In order to call an organizational meeting, incorporators must dispatch notice thereof to the shareholders at incorporation no later than two weeks (or one week if the stock company to be incorporated is not a public company, except if the matters set forth in paragraph (1), item (iii) or item (iv) of the preceding Article are decided (or if a shorter period of time is provided for in the articles of incorporation if the stock company to be incorporated is a stock company other than a company with board of directors, relevant shorter period of time)) prior to the day of the organizational meeting.

②The notice referred to in the preceding paragraph must be in writing in the following cases:

③In lieu of the dispatch of the written notice referred to in the preceding paragraph, the incorporators may dispatch the notice by electronic or magnetic means, with the consent of the shareholders at incorporation, in accordance with the provisions of Cabinet Order. In these cases, relevant incorporators are deemed to have dispatched the written notice under that paragraph.

④The notice under the preceding two paragraphs must specify or record the matters set forth in each item of paragraph (1) of the preceding Article.

⑤It would be sufficient for a notice or demand to a shareholder at incorporation by the incorporators to be sent to the address under Article 27, item (v), or Article 59, paragraph (3), item (i) (or, if relevant shareholder at incorporation notifies the incorporator of a different place or contact address for the receipt of notices or letters of demand, to that place or contact address).

⑥The notice or demand referred to in the preceding paragraph is deemed to have arrived at the time when the notice or demand should normally have arrived.

⑦The provisions of the preceding two paragraphs apply mutatis mutandis to cases where a writing is given to the shareholders at incorporation when giving the notice referred to in paragraph (1), or to cases where the information to be detailed in relevant writing is provided by electronic or magnetic means. In these cases, the term "to have arrived" in the preceding paragraph is deemed to be replaced with "to have been given in relevant writing or to have been provided by electronic or magnetic means with the information".

Notwithstanding the provisions of the preceding Article, organizational meetings may be held without the procedures of calling if the consent of all shareholders at incorporation is obtained;provided, however, that this does not apply if the matters set forth in Article 67, paragraph (1), item (iii) or item (iv) are decided.

①If the matters set forth in Article 67, paragraph (1), item (iii) are decided, the incorporators must, when dispatching a notice under Article 68, paragraph (1), give the shareholders at incorporation documents stating matters of reference for voting (hereinafter in this Subsection referred to as " reference documents for an organizational meeting") and documents to be used by the shareholders at incorporation to exercise votes (hereinafter in this Subsection referred to as "voting form"), as prescribed by Ministry of Justice Order.

②If the incorporators dispatch notices by electronic or magnetic means as referred to in Article 68, paragraph (3) to shareholders at incorporation who have given consent under the same paragraph, the incorporators may provide, in lieu of the giving of reference documents for an organizational meeting and voting form pursuant to the provisions of the preceding paragraph, the information to be detailed in these documents by electronic or magnetic means;provided, however, that, if requested by any shareholder at incorporation, the incorporators must give these documents to relevant shareholder at incorporation.

①If the matters set forth in Article 67, paragraph (1), item (iv) are decided, the incorporators must, when dispatching notice under Article 68, paragraph (1), give the shareholders at incorporation the reference documents for an organizational Meeting as prescribed by Ministry of Justice Order.

②If the incorporators dispatch notices by electronic or magnetic means as referred to in Article 68, paragraph (3) to shareholders at incorporation who have given consent under the same paragraph, the incorporators may provide, in lieu of the giving of reference documents for an organizational meeting pursuant to the provisions of the preceding paragraph, the information to be detailed in these documents by electronic or magnetic means;provided, however, that, if requested by any shareholder at incorporation, the incorporators must give the reference documents for an organizational meeting to relevant shareholders at incorporation.

③In the cases provided for in paragraph (1), when using electronic or magnetic means as referred to in Article 68, paragraph (3) to notify shareholders at incorporation that have given the consent referred to in that paragraph, the incorporators must use those electronic or magnetic means to provide the shareholders at incorporation with the information that is required to be detailed in the voting form, as prescribed by Ministry of Justice Order.

④In the cases provided for in paragraph (1), if any shareholder at incorporation who has not given consent under Article 68, paragraph (3) requests, no later than one week prior to the day of the organizational meeting, to be provided with the information that is required to be detailed in the voting form by electronic or magnetic means, the incorporators must use electronic or magnetic means to immediately provide the shareholder at incorporation with that information, as prescribed by Ministry of Justice Order.

①Shareholders at incorporation (excluding shareholders at incorporation prescribed by Ministry of Justice Order as entities in a relationship that may allow the stock company after the formation to have substantial control of the entity through the holding of one quarter or more of the votes of all shareholders of the entity or other reasons) are entitled to one vote for each one share issued at incorporation for which they subscribed at organizational meetings;provided, however, that, if a share unit is provided for in the articles of incorporation, they are entitled to one vote for each one unit of the shares issued at incorporation.

②If the stock company to be incorporated is a company with class shares, if it issues shares issued at incorporation of a class that has restrictions on matters for which votes may be exercised at the shareholders meeting, the shareholders at incorporation may exercise, at the organizational meeting, votes with respect to relevant shares issued at incorporation only in relation to matters that are equivalent to the matters for which they may vote at the shareholders meeting.

③Notwithstanding the provisions of the preceding paragraph, shareholders at incorporation may exercise votes with respect to the shares issued at incorporation for which they subscribed in relation to the discontinuation of the incorporation of the stock company.

①Resolutions at an organizational meeting will be passed by a majority of the votes of the shareholders at incorporation entitled to vote at relevant organizational meeting, being a majority of two thirds or more of the votes of relevant shareholders at incorporation who are present at the meeting.

②Notwithstanding the provisions of the preceding paragraph, if the articles of incorporation are amended creating provisions to the effect that, as a feature of all shares issued by a stock company, the approval of relevant stock company is required for the acquisition of relevant shares by transfer (excluding cases where the stock company to be incorporated is a company with class shares), the resolution at the organizational meeting with respect to relevant amendment in the articles of incorporation must be passed by a majority of the shareholders at incorporation entitled to vote at relevant organizational meeting, being a majority of two thirds or more of the votes of relevant shareholders at incorporation.

③If it is intended to create, as a feature of all shares issued by a stock company, any provisions in articles of incorporation with respect to the matters set forth in Article 107, paragraph (1), item (iii) by amending the articles of incorporation, or to effect any amendment (excluding that which repeals provisions of the articles of incorporation with respect to relevant matters) in the articles of incorporation with respect to relevant matters (excluding cases where the stock company to be incorporated is a company with class shares), the consent of all shareholders at incorporation must be obtained.

④At an organizational meeting, matters other than the matters set forth in Article 67, paragraph (1), item (ii) may not be resolved;provided, however, that this does not apply to amendment in the articles of incorporation or discontinuation of the incorporation of a stock company.

①Shareholders at incorporation may vote by proxy. In these cases, the shareholders at incorporation or proxies must submit to the incorporators a document evidencing the authority of proxy.

②The grant of the authority of proxy under the preceding paragraph must be made for each organizational meeting.

③The shareholders at incorporation or proxies referred to in paragraph (1) may, in lieu of submitting a document evidencing the authority of proxy, use electronic or magnetic means to provide the incorporators with the information that is required to be detailed in such a document, with the approval of the incorporators and pursuant to the provisions of Cabinet Order. In these cases, the shareholders at incorporation or proxies are deemed to have submitted relevant document.

④If the shareholders at incorporation are persons who gave consent under Article 68, paragraph (3), the incorporators may not refuse to grant the approval under the preceding paragraph without justifiable reasons.

⑤The incorporators may restrict the number of proxies who may attend the organizational meeting.

⑥The incorporators (or the stock company after the formation of relevant stock company; the same applies in paragraph (3) of the following Article and Article 76, paragraph (4)) must keep the documents evidencing the authority of proxy and any electronic or magnetic record in which the information with which it has been provided by electronic or magnetic means as referred to in paragraph (3) has been recorded at a place designated by the incorporators (or at the head office of the stock company after the formation of relevant stock company; the same applies in paragraph (3) of the following Article and Article 76, paragraph (4)) for the period of three months from the day of the organizational meeting.

⑦The shareholders at incorporation (or the shareholders of the stock company after the formation of relevant stock company; the same applies in paragraph (4) of the following Article and Article 76, paragraph (5)) may submit the following request at any time during the hours designated by the incorporators (or during the business hours of the stock company after the formation of relevant stock company; the same applies in paragraph (4) of the following Article and Article 76, paragraph (5)):

①The exercise of voting rights in writing is effected by entering the voting form with the necessary matters and submitting it to the incorporators no later than the time prescribed by Ministry of Justice Order.

②The number of the votes exercised in writing pursuant to the provisions of the preceding paragraph is included in the number of the votes of the shareholders at incorporation who are present at the meeting.

③The incorporators must keep the voting forms submitted pursuant to the provisions of paragraph (1) at a place designated by the incorporators for the period of three months from the day of the organizational meeting.

④The shareholders at incorporation may make requests for the inspection or copying of the voting forms submitted pursuant to the provisions of paragraph (1) at any time during the hours designated by the incorporators.

①The exercise of voting rights by electronic or magnetic means is effected by using electronic or magnetic means to provide the incorporators with the information that is required to be entered in the voting form no later than the time prescribed by Ministry of Justice Order, with the approval of the incorporators and pursuant to the provisions of Cabinet Order.

②If the shareholders at incorporation are persons who have given consent under Article 68, paragraph (3), the incorporators may not refuse to give the approval under the preceding paragraph without justifiable reasons.

③The number of the votes exercised by electronic or magnetic means pursuant to the provisions of paragraph (1) is included in the number of the votes of the shareholders at incorporation who are present at the meeting.

④The incorporators must keep any electronic or magnetic record in which the information with which they have been provided pursuant to the provisions of paragraph (1) is recorded at a place designated by the incorporators for the period of three months from the day of the organizational meeting.

⑤The shareholders at incorporation may, at any time during the hours designated by the incorporators, request to inspect or copy anything that is used in a manner prescribed by Ministry of Justice Order to display the data recorded in the electronic or magnetic record referred to in the preceding paragraph.

①Shareholders at incorporation may diversely exercise the voting rights they hold. In these cases, the shareholders must notify the incorporators to that effect and of the reasons for the same no later than three days prior to the day of the organizational meeting.

②If the shareholders at incorporation referred to in the preceding paragraph are not persons who subscribed for the shares issued at incorporation on behalf of others, the incorporators may refuse the diverse exercise of voting rights held by relevant shareholders at incorporation pursuant to the provisions of the preceding paragraph.

If incorporators are requested by the shareholders at incorporation to provide explanations on certain matters at an organizational meeting, the incorporators must provide necessary explanations with respect to relevant matters;provided, however, that this does not apply if relevant matters are not relevant to the matters that are the purpose of the organizational meeting, or if relevant explanations are to the serious detriment of the common interest of the shareholders at incorporation, or in other cases prescribed by Ministry of Justice Order as cases where there are justifiable grounds.

①The chairperson of an organizational meeting maintains the order of relevant organizational meeting and organize the business of the meeting.

②The chairperson of an organizational meeting may require anyone who does not comply with the orders of the chairperson or who otherwise disturbs the order of relevant organizational meeting to leave the room.

If a resolution for the postponement or adjournment is passed at an organizational meeting, the provisions of Article 67 and Article 68 do not apply.

①Minutes must be prepared with respect to the business of organizational meetings pursuant to the provisions of Ministry of Justice Order.

②The incorporators (or the stock company after the formation of relevant stock company; the same applies in paragraph (2) of the following Article) must keep the minutes referred to in the preceding paragraph at a place designated by the incorporators (or at the head office of the stock company if after the incorporation of relevant stock company; the same applies in paragraph (2) of the same Article) for the period of ten years from the day of the organizational meeting.

③The shareholders at incorporation (or the shareholders and creditors of the stock company after the formation of relevant stock company; the same applies in paragraph (3) of the following Article) may submit the following requests at any time during the hours designated by the incorporators (or during the business hours of relevant stock company if after the incorporation of relevant stock company; the same applies in the same paragraph):

④If, 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 minutes referred to in paragraph (1).

①If 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.

②The 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.

③The shareholders at incorporation may submit the following requests at any time during the hours designated by the incorporators:

④If, 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).

If the incorporators notify all shareholders at incorporation of any matter that is to be reported to an organizational meeting, if all shareholders at incorporation manifest in writing or using an electronic or magnetic record their intention to agree that it is not necessary to report relevant matter to the organizational meeting, it is deemed that relevant matter has been reported to the organizational meeting.

If the stock company to be incorporated is a company with class shares, if there are provisions, as a feature of a certain class of shares to be issued as at the incorporation, to the effect that, with respect to the matter that is subject to the resolution at a shareholders meeting, in addition to relevant resolution, the resolution at a general meeting of class shareholders constituted by the class shareholders of relevant class of shares is required, relevant matter does not become effective unless the resolution is passed at an organizational meeting of class shareholders (meaning a meeting of class shareholders at incorporation of a certain class of the shares issued at incorporation; the same applies hereinafter) constituted by the class shareholders at incorporation of the shares issued at incorporation of relevant class (meaning the shareholders at incorporation of a certain class of shares issued at incorporation; hereinafter the same applies in this Section) in addition to the resolution at the organizational meeting, consistently with the provisions of articles of incorporation;provided, however, that this does not apply to the case where there exists no class shareholder at incorporation who may vote at relevant organizational meeting of class shareholders.

①If a resolution is to be passed at an organizational meeting of class shareholders pursuant to the provisions of the preceding Article, Article 90, paragraph (1) (including the case where it is applied mutatis mutandis under paragraph (2) of the same Article), Article 92, paragraph (1) (including the case where it is applied mutatis mutandis under paragraph (4) of the same Article), Article 100, paragraph (1) or Article 101, paragraph (1), the incorporators must call an organizational meeting of class shareholders.

②Resolutions at an organizational meeting of class shareholders will be passed by a majority of the votes of the class shareholders at incorporation who are entitled to vote at relevant organizational meeting of class shareholders, being a majority of two thirds or more of the votes of relevant class shareholders at incorporation who are present at the meeting.

③Notwithstanding the provisions of the preceding paragraph, resolutions under Article 100, paragraph (1) must be passed by a majority of the class shareholders at incorporation who are entitled to vote at relevant organizational meeting of class shareholders, being a majority of two thirds or more of the votes of relevant class shareholders at incorporation.

The provisions of Article 67 through Article 71, Article 72, paragraph (1), and Article 74 through Article 82 apply mutatis mutandis to organizational meetings of class shareholders. In these cases, the term "shareholders at incorporation" in Article 67, paragraph (1), item (iii) and item (iv) and paragraph (2) of the same Article, Article 68, paragraph (1) and paragraph (3), Article 69 through Article 71, Article 72, paragraph (1), Article 74, paragraph (1), paragraph (3) and paragraph (4), Article 75, paragraph (2), Article 76, paragraph (2) and paragraph (3), Article 77, the main clause of Article 78 and Article 82, paragraph (1) is deemed to be replaced with as "class shareholders at incorporation (meaning shareholders at incorporation for a certain class of shares issued at incorporation)".

①The incorporators must report matters regarding the incorporation of a stock company to an organizational meeting.

②In the cases set forth in the following items, the incorporators must submit or provide to an organizational meeting a document or an electronic or magnetic record in which the information provided for in these items has been detailed or recorded:

①If the solicitation under Article 57, paragraph (1) is carried out, the election of the directors at incorporation, accounting advisors at incorporation, company auditors at incorporation and financial auditors at incorporation must be made by the resolution at an organizational meeting.

②If the stock company to be incorporated is a company with audit and supervisory committee, election of a director at incorporation pursuant to the provisions of the preceding paragraph must be implemented by distinguishing a director at incorporation who is an audit and supervisory committee member at incorporation and other directors.

①If the purpose of an organizational meeting is the election of two or more directors at incorporation (if the stock company to be incorporated is a company with audit and supervisory committee, a director at incorporation who is an audit and supervisory committee member at incorporation or other director at incorporation; hereinafter the same applies in this Article), the shareholders at incorporation (limited to the shareholders at incorporation entitled to vote with respect to the election of the directors at incorporation; hereinafter the same applies in this Article) may request the incorporators that the directors at incorporation be elected pursuant to the provisions of paragraph (3) through paragraph (5), except as otherwise provided in the articles of incorporation.

②The request under the provisions of the preceding paragraph must be made no later than five days prior to the day of the organizational meeting referred to in the same paragraph.

③Notwithstanding the provisions of Article 72, paragraph (1), if a request is made pursuant to the provisions of paragraph (1), a shareholder at incorporation is entitled to relevant number of votes as is equal to the number of the directors at incorporation to be elected in relevant organizational meeting, for each one share issued at incorporation for which the shareholder at incorporation subscribed (or, if the share unit is provided for in the articles of incorporation, for each one unit of the shares issued at incorporation) with respect to the resolution of the election of the directors at incorporation. In these cases, the shareholder at incorporation may exercise the votes of the shareholder at incorporation by casting votes for only one candidate or for two or more candidates.

④In the cases referred to in the preceding paragraph, the directors at incorporation are to be elected in the order of the votes obtained by respective candidates.

⑤Beyond what is specified in the preceding two paragraphs, necessary matters regarding the election of directors at incorporation if a request has been made pursuant to the provisions of paragraph (1) are prescribed by Ministry of Justice Order.

①Notwithstanding the provisions of Article 88, if, at incorporation of the stock company, it issues shares of a class for which the matters set forth in Article 108, paragraph (1), item (ix) (limited to those relating to directors (if the stock company to be incorporated is a company with audit and supervisory committee, directors who are audit and supervisory committee members or other directors)) are provided, the directors at incorporation (if the stock company to be incorporated is a company with audit and supervisory committee, directors at incorporation who are audit and supervisory committee members at incorporation or other directors at incorporation) must be elected by a resolution at an organizational meeting of class shareholders constituted by the class shareholders at incorporation of relevant class of shares issued at incorporation, consistently with the provisions of articles of incorporation with respect to the matters provided for in paragraph (2), item (ix) of that Article.

②The provisions of the preceding paragraph apply mutatis mutandis to the cases where the shares of a class for which matters set forth in Article 108, paragraph (1), item (ix) (limited to those relating to company auditors) are provided are issued at incorporation of the stock company.

Directors at incorporation, accounting advisors at incorporation, company auditors at incorporation or financial auditors at incorporation who are elected pursuant to the provisions of Article 88 may be dismissed by a resolution at an organizational meeting at any time prior to the formation of the stock company.

①Directors at incorporation who are elected pursuant to the provisions of Article 90, paragraph (1) may be dismissed by a resolution at a general meeting of class shareholders constituted by the class shareholders at incorporation of relevant class of shares issued at incorporation relating to relevant election at any time prior to the formation of the stock company.

②Notwithstanding the provisions of the preceding paragraph, if there are provisions in articles of incorporation to the effect that a director who is elected pursuant to the provisions of Article 41, paragraph (1), or at an organizational meeting of class shareholders or at a general meeting of class shareholders may be dismissed by a resolution at the shareholders meeting, a director at incorporation who is elected pursuant to the provisions of Article 90, paragraph (1) may be dismissed by a resolution at an organizational meeting at any time prior to the formation of the stock company.

③When applying provisions of the preceding paragraph if the stock company to be incorporated is a company with audit and supervisory committee, the term "a director" in the same paragraph is deemed to be replaced with "a director who is an audit and supervisory committee member or other directors", and the term "a director at incorporation" is deemed to be replaced with "a director at incorporation who is an audit and supervisory committee member at incorporation or other directors at incorporation" respectively.

④The provisions of paragraphs (1) and (2) apply mutatis mutandis to a company auditor at incorporation who is elected pursuant to the provisions of Article 90, paragraph (1) applied mutatis mutandis under paragraph (2) of that Article.

①The directors at incorporation (referring to the directors at incorporation and company auditors at incorporation if the stock company to be incorporated is a company with company auditor; hereinafter the same applies in this Article) must investigate the following matters without delay after their election: