Section 6 Accounting Advisors
第六節 会計参与
Article 374Authority of Accounting Advisors
第三百七十四条（会計参与の権限）
Accounting advisors, together with the directors, prepare financial statements (meaning financial statements as provided in Article 435, paragraph (2); hereinafter the same applies in this Chapter) and the annexed detailed statements accompanying them, provisional financial statements (meaning provisional financial statements as provided in Article 441, paragraph (1); hereinafter the same applies in this Chapter), and consolidated financial statements (meaning consolidated financial statements as provided in Article 444, paragraph (1); the same applies in Article 396, paragraph (1)). In these cases, the accounting advisors must prepare accounting advisor's report pursuant to the provisions of Ministry of Justice Order.
会計参与は、取締役と共同して、計算書類（第四百三十五条第二項に規定する計算書類をいう。以下この章において同じ。）及びその附属明細書、臨時計算書類（第四百四十一条第一項に規定する臨時計算書類をいう。以下この章において同じ。）並びに連結計算書類（第四百四十四条第一項に規定する連結計算書類をいう。第三百九十六条第一項において同じ。）を作成する。この場合において、会計参与は、法務省令で定めるところにより、会計参与報告を作成しなければならない。
Accounting advisors may at any time inspect or copy the following things or request reports on accounting from directors and managers or other employees:
会計参与は、いつでも、次に掲げるものの閲覧及び謄写をし、又は取締役及び支配人その他の使用人に対して会計に関する報告を求めることができる。
if the account books or the materials relating thereto are prepared in writing, relevant documents; and
会計帳簿又はこれに関する資料が書面をもって作成されているときは、当該書面
if an account book or material relating thereto has been prepared as an electronic or magnetic record, anything that is used in a manner prescribed by Ministry of Justice Order to display the information recorded in that electronic or magnetic record.
会計帳簿又はこれに関する資料が電磁的記録をもって作成されているときは、当該電磁的記録に記録された事項を法務省令で定める方法により表示したもの
If it is necessary for the purpose of performing duties of an accounting advisor, an accounting advisor may request reports on accounting from a subsidiary company of the company with accounting advisor, or investigate the status of the operations and financial status of the company with accounting advisor or of its subsidiary company.
The subsidiary company under the preceding paragraph may refuse the report or investigation under that paragraph if there are justifiable grounds.
Accounting advisors may not employ a person set forth in Article 333, paragraph (3), item (ii) or item (iii) in performing their duties.
会計参与は、その職務を行うに当たっては、第三百三十三条第三項第二号又は第三号に掲げる者を使用してはならない。
For the purpose of the application of the provisions of paragraph (1) and paragraph (2) to a company with nominating committee, etc., the term "directors" in paragraph (1) is deemed to be replaced with "executive officers", and the phrase "directors and" in paragraph (2) is deemed to be replaced with "executive officers and directors, and".
指名委員会等設置会社における第一項及び第二項の規定の適用については、第一項中「取締役」とあるのは「執行役」と、第二項中「取締役及び」とあるのは「執行役及び取締役並びに」とする。
Article 375Accounting Advisor's Duty to Report
第三百七十五条（会計参与の報告義務）
If an accounting advisor detects, during the performance of their duties, misconduct or material facts in violation of laws and regulations or the articles of incorporation in connection with the execution of the duties of the directors, they must report the same to the shareholders (or, for a company with company auditor, to the company auditors) without delay.
会計参与は、その職務を行うに際して取締役の職務の執行に関し不正の行為又は法令若しくは定款に違反する重大な事実があることを発見したときは、遅滞なく、これを株主（監査役設置会社にあっては、監査役）に報告しなければならない。
For the purpose of the application of the provisions of the preceding paragraph to a company with board of company auditors, the phrase "shareholders (or, for a company with company auditor, to the company auditors)" in that paragraph is deemed to be replaced with "board of company auditors".
For the purpose of application of the provisions of paragraph (1) to a company with audit and supervisory committee, the phrase "shareholders (or, for a company with company auditor, to the company auditors)" is deemed to be replaced with "audit and supervisory committee".
監査等委員会設置会社における第一項の規定の適用については、同項中「株主（監査役設置会社にあっては、監査役）」とあるのは、「監査等委員会」とする。
For the purpose of the application of the provisions of paragraph (1) to a company with nominating committee, etc., the phrase "directors" in that paragraph is deemed to be replaced with "executive officers or directors" and "shareholders (or, for a company with company auditor, to the company auditors)" in the same paragraph is deemed to be replaced with "audit committee".
指名委員会等設置会社における第一項の規定の適用については、同項中「取締役」とあるのは「執行役又は取締役」と、「株主（監査役設置会社にあっては、監査役）」とあるのは「監査委員会」とする。
Article 376Attendance at Board of Directors Meetings
第三百七十六条（取締役会への出席）
Accounting advisors (if accounting advisors are audit corporation or tax accountancy corporation, the members who are to perform the duties of the accounting advisors; hereinafter the same applies in this Article) of a company with board of directors must attend the board of directors meetings that effect the approval under Article 436, paragraph (3), Article 441, paragraph (3) or Article 444, paragraph (5). In these cases, accounting advisors must state their opinions if they regard it necessary.
取締役会設置会社の会計参与（会計参与が監査法人又は税理士法人である場合にあっては、その職務を行うべき社員。以下この条において同じ。）は、第四百三十六条第三項、第四百四十一条第三項又は第四百四十四条第五項の承認をする取締役会に出席しなければならない。この場合において、会計参与は、必要があると認めるときは、意見を述べなければならない。
At a company with accounting advisor, a person who is to call the board of directors meetings under the preceding paragraph must dispatch the notice thereof to each accounting advisor no later than one week (or if a shorter period of time is provided for in the articles of incorporation, that shorter period of time) prior to the day of the board of directors meeting.
In order to hold a board of directors meeting under paragraph (1) without the calling procedures pursuant to the provisions of Article 368, paragraph (2) at a company with accounting advisor, the consent of all accounting advisors must be obtained.
会計参与設置会社において、第三百六十八条第二項の規定により第一項の取締役会を招集の手続を経ることなく開催するときは、会計参与の全員の同意を得なければならない。
Article 377Statement of Opinions at Shareholders Meetings
第三百七十七条（株主総会における意見の陳述）
If an accounting advisor's opinion on matters regarding the preparation of the statements provided for in Article 374, paragraph (1) differs from those of the directors, the accounting advisor (if the accounting advisors are audit corporation or tax accountancy corporations, referring to the members who are to perform the duties of the accounting advisors) may state opinions at the shareholders meeting.
第三百七十四条第一項に規定する書類の作成に関する事項について会計参与が取締役と意見を異にするときは、会計参与（会計参与が監査法人又は税理士法人である場合にあっては、その職務を行うべき社員）は、株主総会において意見を述べることができる。
For the purpose of the application of the provisions of the preceding paragraph to a company with nominating committee, etc., the term "directors" in that paragraph is deemed to be replaced with "executive officers".
指名委員会等設置会社における前項の規定の適用については、同項中「取締役」とあるのは、「執行役」とする。
Article 378Keeping and Inspection of Financial Statements by Accounting Advisors
第三百七十八条（会計参与による計算書類等の備置き等）
Accounting advisors must keep the things set forth in the following items at the place designated by the accounting advisors for the period provided for in each relevant item, pursuant to the provisions of Ministry of Justice Order:
会計参与は、次の各号に掲げるものを、当該各号に定める期間、法務省令で定めるところにより、当該会計参与が定めた場所に備え置かなければならない。
financial statements and annexed detailed statements accompanying them, and the accounting advisor's report for each business year:five years from the day one week (or, for a company with board of directors, two weeks) prior to the day of the annual shareholders meeting (or, in the case provided for in Article 319, paragraph (1), from the day when the proposal under that paragraph was submitted); and
provisional financial statements and the accounting advisor's report:five years from the day when the provisional financial statement was prepared.
臨時計算書類及び会計参与報告 臨時計算書類を作成した日から五年間
The shareholders and creditors of a company with accounting advisor may submit the following request to the accounting advisors at any time during the business hours of the company with accounting advisor (except for cases prescribed by Ministry of Justice Order as cases where it is difficult for the accounting advisor to response to the request); provided, however, that the fees designated by relevant accounting advisors are required to be paid in order to submit the requests set forth in item (ii) or item (iv):
if the statements set forth in each item of the preceding paragraph are prepared in writing, a request to inspect the statements;
前項各号に掲げるものが書面をもって作成されているときは、当該書面の閲覧の請求
a request for a transcript or extract of the statements referred to in the preceding item;
前号の書面の謄本又は抄本の交付の請求
if a statement set forth in one of the items of the preceding paragraph has been prepared as an electronic or magnetic record, a request to inspect anything that is used in a manner prescribed by Ministry of Justice Order to display the information recorded in that electronic or magnetic record; or
a request to be provided with the information recorded in an electronic or magnetic record as referred to in the preceding item by an electronic or magnetic means that the accounting advisor has designated, or a request to be issued a document showing that information.
If it is necessary for the purpose of exercising the rights of a member of the parent company of a company with accounting advisor, 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 things of relevant company with financial auditor set forth in each item of paragraph (1); provided, however, that in order to make the requests set forth in item (ii) or item (iv) of the preceding paragraph, the fees designated by relevant accounting advisor are required to be paid.
Article 379Remunerations for Accounting Advisors
第三百七十九条（会計参与の報酬等）
The remunerations for accounting advisors are fixed by a resolution at a shareholders meeting if the amount thereof is not prescribed in the articles of incorporation.
会計参与の報酬等は、定款にその額を定めていないときは、株主総会の決議によって定める。
If there are two or more accounting advisors, and there are no provisions in the articles of incorporation or no resolution at a shareholders meeting with respect to the remunerations for each accounting advisor, relevant remunerations are fixed by discussion by the accounting advisors within the extent of the remunerations referred to in the preceding paragraph.
Accounting advisors (or, if accounting advisors are audit corporation or tax accountancy corporation, the members who are to perform the duties of accounting advisors) may state their opinions on remunerations for the accounting advisors at a shareholders meeting.
会計参与（会計参与が監査法人又は税理士法人である場合にあっては、その職務を行うべき社員）は、株主総会において、会計参与の報酬等について意見を述べることができる。
Article 380Requests for Indemnification of Expenses
第三百八十条（費用等の請求）
If accounting advisors make the following requests to a company with accounting advisor with respect to the execution of their duties, relevant company with accounting advisor may not refuse relevant request except if it proves that the expense or debt relating to that request is not necessary for the execution of the duties of the accounting advisors:
会計参与がその職務の執行について会計参与設置会社に対して次に掲げる請求をしたときは、当該会計参与設置会社は、当該請求に係る費用又は債務が当該会計参与の職務の執行に必要でないことを証明した場合を除き、これを拒むことができない。
requests for advancement of expenses;
費用の前払の請求
requests for indemnification of the expenses paid and interests thereon from and including the day of the payment; or
支出した費用及び支出の日以後におけるその利息の償還の請求
requests for payment (or, if relevant debt is not yet due, the provision of reasonable security) to the creditor of a debt incurred.
負担した債務の債権者に対する弁済（当該債務が弁済期にない場合にあっては、相当の担保の提供）の請求
subsidiary company
「子会社」
A stock company in which a company holds a majority of the votes, or any other corporation whose management a company controls, as set out by Ministry of Justice Order (法務省令).
Defined inArticle 2, paragraph (1), item (iii)· applies throughout the law
company with board of directors
「取締役会設置会社」
A stock company that has a board of directors, or that this Act requires to have one.
Defined inArticle 2, paragraph (1), item (vii)· applies throughout the law
company with accounting advisor
「会計参与設置会社」
A stock company that has an accounting advisor, an officer who prepares the financial statements jointly with the directors.
Defined inArticle 2, paragraph (1), item (viii)· applies throughout the law
company with company auditor
「監査役設置会社」
A stock company that has a company auditor whose audit its articles of incorporation do not limit to accounting matters, or that this Act requires to have a company auditor.
Defined inArticle 2, paragraph (1), item (ix)· applies throughout the law
company with board of company auditors
「監査役会設置会社」
A stock company that has a board of company auditors, or that this Act requires to have one.
Defined inArticle 2, paragraph (1), item (x)· applies throughout the law
company with audit and supervisory committee
「監査等委員会設置会社」
A stock company that has an audit and supervisory committee, made up of directors.
Defined inArticle 2, paragraph (1), item (xi-2)· applies throughout the law
company with nominating committee, etc.machine translation
「指名委員会等設置会社」
A stock company with a nominating committee, an audit committee and a remuneration committee, each made up of directors.
Defined inArticle 2, paragraph (1), item (xii)· applies throughout the law
electronic or magnetic means
「電磁的方法」
A method that uses an electronic data processing system or other information and communications technology, of a kind set by Ministry of Justice Order (法務省令).
Defined inArticle 2, paragraph (1), item (xxxiv)
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)
remunerations
「報酬等」
The pay, bonuses and any other financial benefit that directors and other officers receive from a stock company in return for doing their job.
Short name set inArticle 361, paragraph (1)· applies only in this chapter
provisional financial statements
「臨時計算書類」
The balance sheet and profit and loss statement that a stock company may draw up under Article 441, paragraph (1) as of a day partway through a business year.
Defined inArticle 374, paragraph (1)· applies only in this chapter
financial statements
「計算書類」
The financial statements a stock company must prepare for each business year: the balance sheet, the profit and loss statement and the other statements a Ministry of Justice Order (法務省令) sets as needed to show its assets and its profit and loss.
Defined inArticle 374, paragraph (1)· applies only in this chapter
consolidated financial statementsmachine translation
「連結計算書類」
Financial statements, of kinds set by Ministry of Justice Order (法務省令), showing the assets and profit and loss of the group made up of a company with financial auditor and its subsidiaries.
Defined inArticle 374, paragraph (1)· applies only in this provision and in Article 396, paragraph (1)
articles of incorporation
定款
A company's own basic rules, written by its founders when it is formed: at least its purpose, its trade name, where its head office is, the value of the property contributed at incorporation and who the founders are (Companies Act, Article 27). A stock company's must be certified by a notary before it takes effect (Article 30, paragraph (1)), and can later be changed by a resolution of the shareholders meeting (Article 466). Many rules in the Act apply "unless the articles of incorporation provide otherwise", so a company's articles decide a great deal of how the Act applies to it.
Written by AI using Companies Act, Arts. 26, 27, 30, 466, 575 as a reference.
board of directors
取締役会
The body made up of all of a stock company's directors (Companies Act, Article 362, paragraph (1)). It decides how the company's business is carried out, supervises the directors, and appoints and removes the representative directors (代表取締役) (Article 362, paragraphs (2) and (3)) — except in a company with a nominating committee and the other committees (指名委員会等設置会社), where it appoints representative executive officers (代表執行役) instead (Articles 416 and 420). Some decisions, such as disposing of important assets or borrowing a large amount, it normally may not hand to the directors (Article 362, paragraph (4)). A company with an audit and supervisory committee (監査等委員会設置会社) can hand more of them to directors (Article 399-13, paragraphs (5) and (6)), and a company with the committees hands them to executive officers (執行役) rather than directors (Article 416, paragraphs (3) and (4)). A company chooses in its articles of incorporation whether to have one (Article 326, paragraph (2)), but a public company (公開会社), among others, must (Article 327, paragraph (1)): a public company is one whose articles of incorporation let at least some of its shares change hands without the company's approval (Article 2, item (v)). A company with a board must have at least three directors (Article 331, paragraph (5)).
Written by AI using Companies Act, Arts. 2, 326, 327, 331, 362, 399-13, 416, 420 as a reference.
company auditor
監査役
An officer of a stock company, elected by the shareholders meeting (Companies Act, Article 329, paragraph (1)), whose job is to audit how the directors carry out their duties and to write an audit report on it (Article 381, paragraph (1)). Not an outside accountant — that is the financial auditor (会計監査人) — and not a director: a company auditor may not also be a director or employee of the company or its subsidiaries (Article 335, paragraph (2)). The term normally runs to the annual shareholders meeting for the last business year ending within four years of election (Article 336, paragraph (1)).
Written by AI using Companies Act, Arts. 329, 335, 336, 381 as a reference.
director
取締役
An officer of a stock company, elected by the shareholders meeting (Companies Act, Article 329, paragraph (1)). Every stock company has at least one (Article 326, paragraph (1)). Where there is no board of directors, the directors run the company's business unless the articles of incorporation say otherwise (Article 348, paragraph (1)), and each of them represents it unless the company has chosen representative directors (代表取締役) or others to do that (Article 349, paragraphs (1) and (3)). Where there is a board (取締役会, board of directors), the directors are its members, and the board decides the business and normally chooses the representative directors from among them (Article 362). The term normally runs to the annual shareholders meeting for the last business year ending within two years of election (Article 332, paragraph (1)).
Written by AI using Companies Act, Arts. 326, 329, 332, 348, 349, 362 as a reference.
shareholders meeting
株主総会
The meeting of a stock company's shareholders, and the body through which they decide the company's basic matters. It elects the directors and company auditors (Companies Act, Article 329, paragraph (1)) and changes the articles of incorporation (Article 466). In a company without a board of directors it may decide any matter about the company; in one with a board, only what the Act or the articles of incorporation leave to it (Article 295). An annual shareholders meeting must be called after the end of every business year, and another may be called whenever needed (Article 296). A resolution normally passes by a majority of the votes present, with holders of a majority of the votes entitled to vote attending (Article 309, paragraph (1)).
Written by AI using Companies Act, Arts. 295, 296, 309, 329, 466 as a reference.