Section 9 Financial Auditors
第九節 会計監査人
Article 396Authority of Financial Auditors
第三百九十六条（会計監査人の権限等）
Financial auditors audit the financial statements and the annexed detailed statements thereof, the provisional financial statements as well as the consolidated financial statements of a stock company pursuant to the provisions of the following Chapter. In these cases, financial auditors must prepare financial audit reports pursuant to the provisions of Ministry of Justice Order.
Financial auditors may at any time inspect and copy the following things or request reports on accounting from directors and accounting advisors as well as managers or other employees:
会計監査人は、いつでも、次に掲げるものの閲覧及び謄写をし、又は取締役及び会計参与並びに支配人その他の使用人に対し、会計に関する報告を求めることができる。
if account books or 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 the 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
Financial auditors may, if it is necessary for the purpose of performing duties of the financial auditors, request reports on accounting from a subsidiary company of the company with financial auditor, or investigate the status of the operations and financial status of the company with financial auditor 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.
Financial auditors may not employ a person set forth in any of the following items in performing their duties:
会計監査人は、その職務を行うに当たっては、次のいずれかに該当する者を使用してはならない。
a person set forth in Article 337, paragraph (3), item (i) or item (ii);
第三百三十七条第三項第一号又は第二号に掲げる者
a person who is a director, accounting advisor, company auditor, executive officer or employee, including a manager, of a company with financial auditor or of its subsidiary company; or
a person who is in continuous receipt of remuneration from a company with financial auditor or its subsidiary company for operations other than the operations of the certified public accountant or audit corporation.
For the purpose of the application of the provisions of paragraph (2) to a company with nominating committee, etc., the term "directors" in that paragraph is deemed to be replaced with "executive officers, directors".
指名委員会等設置会社における第二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、取締役」とする。
Article 397Report to Company Auditors
第三百九十七条（監査役に対する報告）
If financial auditors detect, 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 company auditors without delay.
会計監査人は、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、これを監査役に報告しなければならない。
If it is necessary for the purpose of performing their duties, company auditors may request reports on the financial auditors' audits from the financial auditors.
監査役は、その職務を行うため必要があるときは、会計監査人に対し、その監査に関する報告を求めることができる。
For the purpose of the application of the provisions of paragraph (1) to a company with board of company auditors, the term "company auditors" in that paragraph is deemed to be replaced with "board of company auditors".
For the purpose of application of the provisions of paragraphs (1) and (2) to a company with audit and supervisory committee, the term "company auditor" in paragraph (1) is deemed to be replaced with "audit and supervisory committee" and the term "company auditor" in paragraph (2) is deemed to be replaced with "audit and supervisory committee member appointed by the audit and supervisory committee".
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 or directors", the term "company auditors" in the same paragraph is deemed to be replaced with "audit committee", and the term "company auditors" in paragraph (2) is deemed to be replaced with "committee members of the audit committee who are appointed by the audit committee".
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「執行役又は取締役」と、「監査役」とあるのは「監査委員会」と、第二項中「監査役」とあるのは「監査委員会が選定した監査委員会の委員」とする。
Article 398Statement of Opinions of Financial Auditors at Annual Shareholders Meeting
第三百九十八条（定時株主総会における会計監査人の意見の陳述）
If a financial auditor's opinion on whether or not the statements provided for in Article 396, paragraph (1) comply with laws and regulations or the articles of incorporation differs from those of the company auditors, the financial auditor (if financial auditors are audit corporation or tax accountancy corporations, referring to the members who are to perform their duties; the same applies in the following paragraph) may attend the annual shareholders meeting and state their opinion.
第三百九十六条第一項に規定する書類が法令又は定款に適合するかどうかについて会計監査人が監査役と意見を異にするときは、会計監査人（会計監査人が監査法人である場合にあっては、その職務を行うべき社員。次項において同じ。）は、定時株主総会に出席して意見を述べることができる。
If a resolution that requires the attendance of financial auditors is passed at an annual shareholders meeting, the financial auditors must attend the shareholders meeting and state their opinions.
定時株主総会において会計監査人の出席を求める決議があったときは、会計監査人は、定時株主総会に出席して意見を述べなければならない。
For the purpose of the application of the provisions of paragraph (1) to a company with board of company auditors, the term "company auditors" in that paragraph is deemed to be replaced with "board of company auditors or company auditors".
For the purpose of the application of the provisions of paragraphs (1) to a company with audit and supervisory committee, the term "company auditor" in the same paragraph is deemed to be replaced with "audit and supervisory committee or audit and supervisory committee members".
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「監査役」とあるのは、「監査等委員会又は監査等委員」とする。
For the purpose of the application of the provisions of paragraph (1) to a company with nominating committee, etc., the term "company auditors" in that paragraph is deemed to be replaced with "audit committee or its committee members".
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「監査役」とあるのは、「監査委員会又はその委員」とする。
Article 399Involvement of Company Auditors in Decision on Remunerations for Financial Auditors
第三百九十九条（会計監査人の報酬等の決定に関する監査役の関与）
Directors must obtain the consent of the company auditor (if there are two or more company auditors, the majority of the company auditors) if the directors fix the remunerations for financial auditors or persons who are to temporarily perform the duties of financial auditors.
取締役は、会計監査人又は一時会計監査人の職務を行うべき者の報酬等を定める場合には、監査役（監査役が二人以上ある場合にあっては、その過半数）の同意を得なければならない。
For the purpose of the application of the preceding paragraph to a company with board of company auditors, the phrase "company auditor (if there are two or more company auditors, the majority of the company auditors)" in that paragraph is deemed to be replaced with "board of company auditors".
For the purpose of the application of the provisions of paragraphs (1) to a company with audit and supervisory committee, the phrase "company auditor (if there are two or more company auditors, the majority of the company auditors)" in the same paragraph 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「監査役（監査役が二人以上ある場合にあっては、その過半数）」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 "company auditor (if there are two or more company auditors, the majority of the company auditors)" in that 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「監査役（監査役が二人以上ある場合にあっては、その過半数）」とあるのは、「監査委員会」とする。
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 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 financial auditor
「会計監査人設置会社」
A stock company that has a financial auditor, an outside certified public accountant or audit firm that audits its accounts, or that this Act requires to have one.
Defined inArticle 2, paragraph (1), item (xi)· 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 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)
audit and supervisory committee membermachine translation
「監査等委員」
A member of the audit and supervisory committee of a company with audit and supervisory committee.
Defined inArticle 38, paragraph (2)
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.
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.