The accounting for a stock company is to be subject to the business accounting practices generally accepted as fair and appropriate.

①A stock company must prepare accurate account books in a timely manner pursuant to Ministry of Justice Order.

②A stock company must retain its account books and important materials regarding its business for ten years from the time of the closing of the account books.

①Shareholders having not less than three hundredths (or, if lesser proportion is prescribed in the articles of incorporation, the proportion) of the votes of all shareholders (excluding shareholders who may not vote on all matters which may be resolved at a shareholders meeting) or shareholders having not less than three hundredths (or, if lesser proportion is prescribed in the articles of incorporation, the proportion) of the issued shares (excluding treasury shares) may make the following requests at any time during the business hours of the stock company. In these cases, the reasons for relevant requests must be disclosed:

②If a request referred to in the preceding paragraph is made, the stock company may not refuse the request unless it is found that any of the following apply:

③If it is necessary for the purpose of exercising the rights of a member of the parent company of a stock company, the relevant member of the parent company may, with the permission of the court, make the request set forth in each item of paragraph (1) with respect to the account books or materials relating thereto. In these cases, the reasons for relevant request must be disclosed.

④The court may not grant the permission referred to in the preceding paragraph if there are any of the facts provided for in each item of paragraph (2) with respect to the member of the parent company referred to in the preceding paragraph.

The court may, in response to a petition or ex officio, order the parties to a suit to submit account books, in whole or in part.

①A stock company must prepare a balance sheet as at the day of its formation pursuant to the provisions of Ministry of Justice Order.

②A stock company must prepare financial statements (meaning balance sheets, profit and loss statements and other statements prescribed by Ministry of Justice Order as necessary and appropriate in order to indicate the status of the assets and profits and losses of a stock company; hereinafter the same applies in this Chapter) and business reports for each business year and annexed detailed statements accompanying them pursuant to the provisions of Ministry of Justice Order.

③Financial statements and business reports and annexed detailed statements accompanying them may be prepared as electronic or magnetic records.

④A stock company must retain its financial statements and the annexed detailed statements accompanying them for ten years from the time of preparation of the financial statements.

①At companies with company auditor (including stock companies the articles of incorporation of which provide that the scope of the audit is limited to an audit related to accounting, and excluding the companies with financial auditor), the financial statements, business reports, and annexed detailed statements accompanying them which are referred to in paragraph (2) of the preceding Article must be audited by company auditors pursuant to the provisions of Ministry of Justice Order.

②At companies with financial auditor, the documents set forth in the following items must be audited by the persons specified in each of those items pursuant to the provisions of Ministry of Justice Order:

③At companies with board of directors, the financial statements, business reports, and annexed detailed statements accompanying them which are referred to in paragraph (2) of the preceding Article (or, if the provisions of paragraph (1) or the preceding paragraph apply, those which have been audited as provided for in paragraph (1) and the preceding paragraph) must be approved by the board of directors.

At companies with board of directors, directors must, when giving notice to call annual shareholders meetings, provide to shareholders pursuant to the provisions of Ministry of Justice Order the financial statements and business reports that have been approved as provided for in paragraph (3) of the preceding paragraph (if the provisions of paragraph (1) or paragraph (2) of the same Article apply, including audit reports and financial audit reports).

①At stock companies set forth in the following items, directors must submit or provide the financial statements and business reports provided for in each relevant item to annual shareholders meetings:

②Financial statements that have been submitted or provided pursuant to the provisions of the preceding paragraph must be approved by the annual shareholders meeting.

③Directors must report the contents of the business reports submitted or provided pursuant to the provisions of paragraph (1) to the annual shareholders meeting.

With respect to companies with financial auditor, if the financial statements that have been approved pursuant to Article 436, paragraph (3) satisfy the requirements prescribed by Ministry of Justice Order as statements that accurately indicate the status of the assets and profits and losses of a stock company in compliance with laws and regulations and the articles of incorporation, the provisions of paragraph (2) of the preceding Article do not apply. In these cases, directors must report the contents of relevant financial statements to the annual shareholders meeting.

①A stock company must give public notice of its balance sheet (or, for a large company, its balance sheet and profit and loss statement) without delay after the conclusion of the annual shareholders meeting pursuant to the provisions of Ministry of Justice Order.

②Notwithstanding the provisions of the preceding paragraph, with respect to a stock company for which the means of public notice is a method set forth in Article 939, paragraph (1), item (i) or (ii), it is sufficient to give public notice of a summary of the balance sheet provided for in the preceding paragraph.

③A stock company referred to in the preceding paragraph may, without delay after the conclusion of the annual shareholders meeting, pursuant to the provisions of Ministry of Justice Order, take measures to make the information contained in the balance sheet provided for in paragraph (1) available to the general public continually by electronic or magnetic means until the day on which five years have elapsed from the day of the conclusion of the annual shareholders meeting. In these cases, the provisions of the preceding two paragraphs do not apply.

④The provisions of the preceding three paragraphs do not apply to stock companies that must submit their annual securities reports to the Prime Minister pursuant to the provisions of Article 24, paragraph (1) of the Financial Instruments and Exchange Act.

①Stock companies may prepare the following documents (hereinafter referred to as "provisional financial statements") pursuant to the provisions of Ministry of Justice Order in order to grasp the financial status of relevant stock company as at a certain day (hereinafter in this paragraph referred to as "provisional account closing day") included in the business year immediately following the most recent business year:

②At companies with company auditor or companies with financial auditor provided for in Article 436, paragraph (1), provisional financial statements must be audited by company auditors or financial auditors (or, for companies with audit and supervisory committee, by audit and supervisory committee and financial auditors, and for companies with nominating committee, etc., by the audit committee and financial auditors) pursuant to the provisions of Ministry of Justice Order.

③At companies with board of directors, provisional financial statements (or, if the provisions of the preceding paragraph apply, the statements audited under that paragraph) must be approved by the board of directors.

④At stock companies set forth in the following items, the provisional financial statements provided for in relevant item must be approved by a shareholders meeting;provided, however, that this does not apply if the provisional financial statements satisfy the requirements prescribed by Ministry of Justice Order as statements that accurately indicate the status of the assets and profits and losses of a stock company in compliance with laws and regulations and the articles of incorporation:

①Stock companies must keep the things set forth in the each of the following items (hereinafter in this Article referred to as "financial statements, etc.") at its head office for the period provided for in each relevant item:

②A stock company must keep copies of the financial statements, etc. set forth in the following items at its branch offices for the period provided for in each relevant item;provided, however, that this does not apply to the cases where the financial statements, etc. have been prepared as an electronic or magnetic record and the stock company adopts the measures prescribed by Ministry of Justice Order as measures enabling its branch offices to respond to the request set forth in item (iii) and item (iv) of the following paragraph:

③The shareholders and creditors may submit the following requests at any time during the business hours of the stock company;provided, however, that the fees designated by relevant stock company are required to be paid in order to submit the requests set forth in item (ii) or (iv):

④If it is necessary for the purpose of exercising the rights of a member of the parent company of a 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 financial statements, etc. of relevant stock company;provided, however, that, in order to make the requests set forth in item (ii) or (iv) of that paragraph, the fees designated by relevant stock company are required to be paid.

The court may, in response to a petition or ex officio, order the parties to a suit to submit financial statements and the annexed detailed statements accompanying them, in whole or in part.

①A company with financial auditor may, pursuant to the provisions of Ministry of Justice Order, prepare consolidated financial statements (meaning statements prescribed by Ministry of Justice Order as necessary and appropriate in order to indicate the status of the assets and profits and losses of a group of enterprises comprised of relevant company with financial auditor and its subsidiary companies; the same applies hereinafter) for each business year.

②Consolidated financial statements may be prepared as an electronic or magnetic record.

③An entity that is a large company as at the last day of a business year and must submit an annual securities report to the Prime Minister pursuant to the provisions of Article 24, paragraph (1) of the Financial Instruments and Exchange Act must prepare consolidated financial statements for relevant business year.

④Consolidated financial statements must be audited by the company auditors (or, audit and supervisory committee for a company with audit and supervisory committee, and for a company with nominating committee, etc., by the audit committee) and financial auditors pursuant to the provisions of Ministry of Justice Order.

⑤If a company with financial auditor is a company with board of directors, the consolidated financial statements audited as provided for in the preceding paragraph must be approved by the board of directors.

⑥If a company with financial auditor is a company with board of directors, directors must, when giving notice to call annual shareholders meetings, provide to shareholders, pursuant to the provisions of Ministry of Justice Order, consolidated financial statements that have been approved as provided for in the preceding paragraph.

⑦At companies with financial auditor set forth in the following items, directors must submit or provide the consolidated financial statements provided for in each relevant item to the annual shareholders meetings. In these cases, the contents of the consolidated financial statements provided for in each relevant item and the results of the audit under paragraph (4) must be reported to the annual shareholders meeting:

①Unless it is otherwise provided for in this Act, the amount of stated capital of a stock company is the amount of properties contributed by persons who become shareholders at the incorporation or share issue.

②The amount not exceeding half of the amount of the contribution under the preceding paragraph may not be recorded as stated capital.

③The amount not recorded as stated capital pursuant to the provisions of the preceding paragraph must be recorded as capital reserves.

④If a stock company pays dividends of surplus, it must record an amount equivalent to one tenth of the amount of the deduction from surplus as a result of the payment of relevant dividends of surplus as capital reserves or retained earnings reserves (hereinafter referred to as "reserves"), pursuant to the provisions of Ministry of Justice Order.

⑤The amount to be recorded as stated capital or reserves at mergers, absorption-type company splits, incorporation-type company splits, share exchanges, share transfers or partial share exchanges is prescribed by Ministry of Justice Order.

⑥The amount to be recorded as stated capital or reserves from issuing shares pursuant provisions on the matters set forth in Article 361, paragraph (1), item (iii), item (iv), or item (v),(b) pursuant to the articles of incorporation or a resolution of the shareholders meeting or pursuant to a decision by the remuneration committee on the matters provided in Article 409, paragraph (3), item (iii), item (iv) or item (v),(b) is prescribed by Ministry of Justice Order.

The amount of the surplus of a stock company is the amount obtained by subtracting the sum of the amounts set forth in item (v) through (vii) from the sum of the amounts set forth in item (i) through (iv):

①A stock company may reduce the amount of its stated capital. In these cases, the following matters must be decided by a resolution at a shareholders meeting:

②The amount under item (i) of the preceding paragraph may not exceed the amount of stated capital as at the day under item (iii) of that paragraph.

③If a stock company reduces the amount of stated capital concurrently with a share issue, and the amount of stated capital after the day on which relevant reduction in the amount of stated capital takes effect is not less than the amount of stated capital before relevant day, for the purpose of the application of the provisions of paragraph (1), the phrase "resolution at a shareholders meeting" in that paragraph is deemed to be replaced with "decision of the directors (or, for a company with board of directors, a resolution of the board of directors meeting)".

①A stock company may reduce the amount of its reserves. In these cases, the following matters must be decided by a resolution at a shareholders meeting:

②The amount under item (i) of the preceding paragraph may not exceed the amount of the reserves as at the day under item (iii) of that paragraph.

③If a stock company reduces the amount of the reserves concurrently with a share issue, and the amount of the reserves after the day on which relevant reduction in the amount of the reserves takes effect is not less than the amount of the reserves before relevant day, for the purpose of the application of the provisions of paragraph (1), the phrase "resolution at a shareholders meeting" in that paragraph is deemed to be replaced with "decision of the directors (or, for a company with board of directors, a resolution of the board of directors meeting)".

①If a stock company reduces the amount of its stated capital or reserves (hereinafter in this Article referred to as "stated capitals, etc.") (excluding cases where the whole of the amount by which the reserves are reduced is appropriated to the stated capital), creditors of relevant stock company may state their objections to the reduction in the amount of the capitals, etc.; provided, however, that this does not apply to cases where only the amount of the reserves is reduced and all of the following apply:

②If creditors of a stock company may state their objections pursuant to the provisions of the preceding paragraph, relevant stock company must give public notice of the matters set forth below in the Official Gazette and must give notices inviting objections separately to each known creditor, if any;provided, however, that the period under item (iii) may not be less than one month:

③Notwithstanding the provisions of the preceding paragraph, if a stock company gives public notice under that paragraph by means of public notice set forth in Article 939, paragraph (1), item (ii) or (iii) in accordance with the provisions of the articles of incorporation pursuant to the provisions of that paragraph in addition to the Official Gazette, the stock company is not required to give separate notices under the provisions of the preceding paragraph.

④If creditors do not raise any objections within the period under paragraph (2), item (iii), relevant creditors are deemed to have approved relevant reduction in the amount of the capitals, etc.

⑤If creditors raise objections within the period under paragraph (2), item (iii), the stock company must make payment or provide equivalent security to relevant creditors, or entrust equivalent property to a trust company, etc. (meaning trust companies and financial institutions that engage in trust business (meaning financial institutions approved under Article 1, paragraph (1) of the Act on the Concurrent Undertaking of Trust Business by Financial Institutions (Act No. 43 of 1943)); the same applies hereinafter) for the purpose of making relevant creditors receive the payment;provided, however, that this does not apply if there is no risk of harm to relevant creditors by relevant reduction in the amount of capitals, etc.

⑥The actions set forth in the following items take effect on the day provided for in each relevant item;provided, however, that this does not apply if the procedures pursuant to the provisions of paragraph (2) through the preceding paragraph have not been completed:

⑦A stock company may change the day provided for in each item of the preceding paragraph at any time before relevant day.

①A stock company may increase the amount of its stated capital by reducing the amount of its surplus. In these cases, the following matters must be decided:

②Decisions on the matters set forth in each of the items of the preceding paragraph must be made by a resolution at a shareholders meeting.

③The amount under paragraph (1), item (i) may not exceed the amount of surplus as at the day under item (ii) of that paragraph.

①A stock company may increase the amount of its reserves by reducing the amount of its surplus. In these cases, the following matters must be decided:

②Decisions on the matters set forth in the items of the preceding paragraph must be made by a resolution at a shareholders meeting.

③The amount under paragraph (1), item (i) may not exceed the amount of surplus as at the day under item (ii) of that paragraph.

A stock company may, by a resolution at a shareholders meeting, make the appropriation of its surplus, including, but not limited to, the disposition of loss and funding of voluntary reserves (excluding those provided for in the preceding Division and those which dispose of the property of the stock company, including, but not limited to, dividends of surplus). In these cases, the stock company must decide on the amount of relevant appropriation of surplus and other matters prescribed by Ministry of Justice Order.

A stock company may distribute dividends of surplus to its shareholders (excluding relevant stock company).

①Whenever a stock company intends to distribute dividends of surplus pursuant to the provisions of the preceding Article, it must specify the following matters by a resolution at a shareholders meeting:

②In the cases provided for in the preceding paragraph, if a stock company issues two or more classes of shares with different features as to dividends of surplus, the stock company may decide the following matters as the matters set forth in item (ii) of that paragraph in accordance with the features of relevant classes of shares:

③The decisions on the matters set forth in paragraph (1), item (ii) must provide that the dividend property is assigned in proportion to the number of the shares (or, if there are decisions on the matters set forth in item (ii) of the preceding paragraph, the number of the shares of each class) held by the shareholders (excluding the relevant stock company and shareholders of the class of shares referred to in item (i) of the preceding paragraph).

④If the dividend property consists of property other than monies, the stock company may decide the following matters by a resolution at a shareholders meeting;provided, however, that the last day of the period referred to in item (i) must be the day that is or precedes the day referred to in paragraph (1), item (iii):

⑤A company with board of directors may provide in the articles of incorporation that it may distribute a dividend of surplus only once during a business year by a resolution of the board of directors meeting (limited to that where the dividend property consists of monies. It is referred to as "interim dividend" hereinafter in this Chapter). For the purpose of the application of the provisions of paragraph (1) to the interim dividend in these cases, the term "shareholders meeting" in that paragraph is deemed to be replaced with "board of directors meeting".

①In the cases provided for in paragraph (4), item (i) of the preceding Article, the stock company must notify shareholders of the matters set forth in that item no later than 20 days prior to the last day of the period referred to in that item.

②A stock company must pay to shareholders who have exercised the right to demand distribution of monies, in lieu of the dividend property assigned to relevant shareholders, the monies equivalent to the value of relevant dividend property. In cases, the amounts provided for in each of the following items for the case categories set forth in each relevant item are the value of relevant dividend property:

If the number referred to in Article 454, paragraph (4), item (ii) (hereinafter in this Article referred to as "minimum number of shares") is prescribed, a stock company must pay to shareholders having shares in a number less than the minimum number of shares (hereinafter in this Article referred to as "disqualified shares") monies equivalent to the amount obtained by multiplying the amount prescribed as the value of the dividend property assigned to shareholders having shares in the minimum number of shares in accordance with the applicable provisions of the second sentence of paragraph (2) of the preceding Article by the ratio of the number of relevant disqualified shares to the minimum number of shares.

①The dividend property (including monies paid pursuant to the provisions of Article 455, paragraph (2) and monies paid pursuant to the provisions of the preceding Article; hereinafter the same applies in this Article) must be delivered at the address of the shareholders (including registered pledgees of shares; hereinafter the same applies in this Article) which have been entered or recorded in the shareholder register, or at any other place of which the shareholders have notified the stock company (in paragraph (3) referred to as "address, etc.").

②The cost of the delivery of dividend property pursuant to the provisions of the preceding paragraph is borne by the stock company;provided, however, that, if relevant cost increases due to reasons attributable to shareholders, relevant increased amount is borne by the shareholders.

③The provisions of the preceding two paragraphs do not apply to the delivery of dividend property to shareholders who do not have address, etc. in Japan.

The provisions of Article 453 through the preceding Article do not apply if the amount of the net assets of the stock company is less than 3,000,000 yen.

①A company with financial auditor (excluding companies for which the last day of the term of office of directors (directors other than directors who are audit and supervisory committee members for a company with company audit and supervisory committee) falls on a day after the day of the conclusion of the annual shareholders meeting for the last business year ending within one year from the time of their election, and companies with company auditor that are not companies with board of company auditors) may provide in the articles of incorporation that the board of directors (for matters set forth in item (ii), limited to the board of directors under Article 436, paragraph (3)) may decide the following matters:

②The provisions of the articles of incorporation pursuant to the provisions of the preceding paragraph are effective only if the financial statements for the most recent business year satisfy the requirements prescribed by Ministry of Justice Order as accurately indicating the status of the assets and profits and losses of a stock company in compliance with laws and regulations and the articles of incorporation.

③For the purpose of the application of the provisions of Article 449, paragraph (1), item (i) if there are provisions in the articles of incorporation pursuant to the provisions of paragraph (1), the term "annual shareholders meeting" in that item is deemed to be replaced with "annual shareholders meeting or board of directors under Article 436, paragraph (3)".

①If there are provisions in the articles of incorporation pursuant to the provisions of paragraph (1) of the preceding Article, a stock company may provide in the articles of incorporation that the matters set forth in each item of that paragraph are not decided by a resolution at a shareholders meeting.

②The provisions of the articles of incorporation pursuant to the provisions of the preceding paragraph are effective only if the financial statements for the most recent business year satisfy the requirements prescribed by Ministry of Justice Order as accurately indicating the status of the assets and profits and losses of a stock company in compliance with laws and regulations and the articles of incorporation.

①The total book value of the monies, etc. (excluding shares of the relevant stock company; hereinafter the same applies in this Section) delivered to shareholders as a result of the following acts may not exceed the distributable amount as at the day on which relevant act takes effect:

②The "distributable amount" provided for in the preceding paragraph means the amount obtained by subtracting the sum of the amounts set forth in items (iii) through (vi) from the sum set forth in item (i) and item (ii) (hereinafter the same applies in this Section):

①If a stock company carries out an act set forth in any item of paragraph (1) of the preceding Article in violation of the provisions of that paragraph, persons who received monies, etc. as a result of relevant act, as well as any executives (meaning executive directors (or, for a company with nominating committee, etc., executive officers; hereinafter the same applies in this paragraph) and other persons prescribed by Ministry of Justice Order as persons involved, in performing their duties, in the execution of the operations by relevant executive directors; hereinafter the same applies in this Section) who performed duties regarding relevant act and, if that act is any of the acts set forth below, the persons specified in each of those items are jointly and severally liable to relevant stock company for payment of monies in an amount equivalent to the book value of the monies, etc. delivered to the persons who were delivered relevant monies, etc.:

②Notwithstanding the provisions of the preceding paragraph, executives and the persons specified in each of those items of that paragraph are not liable under relevant paragraph if relevant persons prove that they did not fail to exercise due care with respect to the performance of their duties.

③An exemption from the obligations assumed by executives and the persons specified in each of those items of paragraph (1) pursuant to the provisions of that paragraph may not be given;provided, however, that this does not apply if all shareholders consent to the exemption from relevant obligations to the extent of the distributable amount as at the time of the act set forth in each item of paragraph (1) of the preceding Article.

①In the cases provided for in paragraph (1) of the preceding Article, shareholders without knowledge with respect to the fact that the total book value of the monies, etc. delivered to shareholders as a result of the acts set forth in each item of Article 461, paragraph (1) exceeds the distributable amount as at the day when relevant act takes effect are not obligated to respond to the remedy that the executives who made the payment of monies under paragraph (1) of the preceding Article or the persons specified in each of those items of that paragraph have against relevant shareholders, with respect to the monies, etc. which relevant shareholders received.

②In the cases provided for in paragraph (1) of the preceding Article, creditors of a stock company may have the shareholders who are liable pursuant to the provisions of that paragraph pay monies equivalent to the book value of the monies, etc. they have received (or, if relevant value exceeds the amount that the stock company owes to relevant creditors, the amount).

①If a stock company acquires shares in response to a demand for appraisal pursuant to the provisions of Article 116, paragraph (1) or Article 182-4, paragraph (1), if the amount of the monies paid to the shareholders who made relevant demands exceeds the distributable amount as at the day when relevant payment is made, the executives who performed duties in relation to the acquisition of relevant shares are jointly and severally liable to the stock company for payment of relevant excess amount;provided, however, that this does not apply if relevant persons prove that they did not fail to exercise due care with respect to the performance of their duties.

②Exemption from the obligations under the preceding paragraph may not be given without the consent of all shareholders.

①If a stock company carries out the acts set forth in any of the following items, if the sum of the amounts set forth in Article 461, paragraph (2), items (iii), (iv) and (vi) when approval under Article 438, paragraph (2) (or, in cases provided for in the first sentence of Article 439, approval under Article 436, paragraph (3)) is obtained with respect to the financial statements for the business year that contains the day on which relevant act is carried out (or, if the business year immediately preceding relevant business year is not the most recent business year, the business year immediately preceding the business year) exceeds the amount set forth in item (i) of that paragraph, the executives who performed duties in relation to the acts set forth in each relevant item are jointly and severally liable to relevant stock company for payment of the excess amount (or, if relevant excess amount exceeds the amount set forth in each relevant item, the amount set forth in each relevant item);provided, however, that this does not apply if relevant executives prove that they did not fail to exercise due care with respect to the performance of their duties:

②Exemption from the obligations under the preceding paragraph may not be given without the consent of all shareholders.