Accounting of a membership company is to be subject to the corporate accounting practices that are generally accepted as fair and appropriate.

①A membership company must prepare accurate accounting books in a timely manner as prescribed by Ministry of Justice Order.

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

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

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

②A membership company must prepare financial statements (meaning balance sheet and other statements that are prescribed by Ministry of Justice Order to be necessary and appropriate in order to indicate the status of the property of a membership company; hereinafter the same applies in this Chapter) for each business year pursuant to the provisions of Ministry of Justice Order.

③Financial statements may be prepared as electronic or magnetic records.

④A membership company must retain its financial statements for ten years from the time of the preparation of the same.

①Members of a membership company may submit the following requests at any time during the business hours of relevant membership company:

②The provisions of the preceding paragraph do not preclude provisions to the contrary in the articles of incorporation;provided, however, that even the articles of incorporation may not provide to the effect of restricting the submission of requests set forth in each item of that paragraph at the end of the business year by members.

The court may, in response to a petition or ex officio, order the parties to a lawsuit to submit financial statements, in whole or in part.

①A membership company may reduce the amount of its stated capital to compensate for losses.

②The amount by which the stated capital will be reduced under the provisions of the preceding paragraph cannot exceed the amount calculated in a manner prescribed by Ministry of Justice Order as the amount of the losses.

①Members may demand that the membership company distribute its profit.

②A membership company may prescribe matters regarding the method for demanding the distribution of the profit and other matters on the distribution of profit in the articles of incorporation.

③Attachment on the equity interest of a member is also effective against the right to demand the distribution of the profits.

①If there are no provisions in the articles of incorporation with respect to the proportion of the distribution of profits and losses, those proportions are determined in accordance with the value of each member's contribution.

②If provisions with respect to the proportions of the distribution of either profit or loss alone are provided in the articles of incorporation, it is presumed that relevant proportion is common to distributions of profits and distributions of losses.

①If the book value of the monies, etc. delivered by a membership company to a member with limited liability by the distribution of profit (hereinafter in this paragraph referred to as "distributed amount") exceeds the amount of the profit as at the day when relevant distribution of profit takes place (meaning the amount calculated in a manner prescribed by Ministry of Justice Order as the profit of a membership company; hereinafter the same applies in this Chapter), members with limited liability who received relevant distribution of profit are jointly and severally liable to relevant membership company for the payment of monies equivalent to relevant distributed amount.

②For the purpose of the application of the provisions of Article 580, paragraph (2) to the members that received the distribution of profit under the preceding paragraph in the cases provided for in that paragraph, the phrase "to the extent of the value of their investment (excluding the value of the contributions to the membership company already performed)" in that Article 580, paragraph (2) is deemed to be replaced with "to the extent of the sum of the value of their investment (excluding the value of the contributions to the membership company already performed) and the amount by which the distributed amount under Article 623, paragraph (1) exceeds the amount of the profit under that paragraph".

①Members may demand that the membership company refund the monies, etc. that members have already paid in or delivered as contributions (hereinafter in this Part referred to as "contribution refunds"). In these cases, if relevant monies, etc. consist of any property other than monies, they are not precluded from demanding the refund of monies in an amount equivalent to the value of relevant property.

②Membership company may prescribe matters regarding the method for demanding the contribution refunds and other matters on contribution refunds in its articles of incorporation.

③Attachment of the equity interest of a member is also effective against the rights to demand a contribution refunds.

Creditors of a limited liability company may make the requests set forth in each item of Article 618, paragraph (1) with respect to its financial statements (limited to those prepared within the preceding five years) at any time during the business hours of the limited liability company.

①Beyond the cases under Article 620, paragraph (1), a limited liability company may reduce the amount of its stated capital to effect a contribution refund or partnership interest refund.

②The amount of the stated capital to be reduced pursuant to the provisions of the preceding paragraph may not exceed the amount obtained by subtracting the surplus amount as of the day when the contribution refund is effected from contribution refund amount provided for in Article 632, paragraph (2).

③The amount of the stated capital to be reduced by partnership interest refund amount pursuant to the provisions of the paragraph (1) may not exceed the amount obtained by subtracting the surplus amount as of the day when the refund of equity interests is effected from equity interest refund amount provided for in Article 635, paragraph (1).

④The term "surplus amount" provided for in the preceding two paragraphs means the amount obtained by subtracting the total sum of the amounts set forth in item (ii) through item (iv) from the amount set forth in item (i) (the same applies in Subsection 4 and Subsection 5):

①If a limited liability company reduces the amount of stated capital, creditors of relevant limited liability company may state their objections to the reduction in the stated capital to relevant limited liability company.

②In cases provided for in the preceding paragraph, the limited liability company must give public notice of the matters set forth below in Official Gazette and must give notice of the same separately to each known creditor;provided, however, that the period under item (ii) cannot be less than one month:

③Notwithstanding the provisions of the preceding paragraph, if, in addition to a notice in Official Gazette, a limited liability company effects the public notice under that paragraph in a manner set forth in Article 939, paragraph (1), item (ii) or item (iii) in accordance with the provisions of the articles of incorporation under the provisions of that paragraph, the limited liability company is no longer required to give separate notices under the provisions of the preceding paragraph.

④If the creditors do not raise any objection within the period under paragraph (2), item (ii), relevant creditors are deemed to have approved relevant reduction of the stated capital.

⑤If the creditors raise any objection within the period under paragraph (2), item (ii), the limited liability company must make the payment or provide appropriate security to relevant creditors, or entrust equivalent assets to a qualified trust company for the purpose of assuring the payment to relevant creditors;provided, however, that this does not apply if relevant reduction in the stated capital is unlikely to be detrimental to the relevant creditors.

⑥The reduction in stated capital takes effect on the day when the procedures in each of the preceding paragraphs has ended.

If the book value of the monies, etc. delivered to members of a limited liability company through the distribution of profits (hereinafter in this Subsection referred to as "distributed amount") exceeds the amount of the profit as at the day when relevant distribution of profit takes place, relevant distribution of profit cannot be effected. In these cases, the limited liability company may reject demands under the provisions of Article 621, paragraph (1).

①If a limited liability company effects the distribution of profit in violation of the provisions of the preceding paragraph, the members that executed the operations in connection with relevant distribution of profits are jointly and severally liable to relevant limited liability company, together with the members that received relevant distribution of profits, for payment of the monies in an amount equivalent to relevant distributed amount;provided, however, that this does not apply if relevant members who executed relevant operations have proven that they did not fail to exercise due care with respect to the performance of their duties:

②Exemption from the obligations in the preceding paragraph cannot be given;provided, however, that this does not apply if consent of all members is obtained with respect to the exemption of relevant obligations, to the extent of the amount of profits at the day when the distribution of profits takes place.

①In the cases provided for in paragraph (1) of the preceding Article, if members that received the distribution of profits are without knowledge with respect to the fact that the distributed amount exceeds the amount of the profit at the day when relevant distribution of profit takes place, the members are not obliged to respond to a demand for reimbursement by the members who executed the operations in connection with relevant distribution of profit with respect to relevant distributed amount.

②In the cases provided for in paragraph (1) of the preceding Article, creditors of a limited liability company may have the members that received the distribution of profits pay monies equivalent to the distributed amount (or, if relevant distributed amount exceeds the amount which the limited liability company owes to relevant creditors, relevant amount owed).

③The provisions of Article 623, paragraph (2) do not apply to members in a limited liability company.

①If a limited liability company effects the distribution of profits, if a deficit (meaning the amount calculated by the method prescribed by Ministry of Justice Order as the amount of the deficit of the limited liability company; hereinafter the same applies in this paragraph) occurs at the end of the business year that contains the day on which relevant distribution of profit takes place, members that executed the operations in connection with relevant distribution of profit with respect to relevant distributed amount are jointly and severally liable to relevant limited liability company, together with the members who received relevant distribution of profit, for payment of the amount of that deficit (or, if the amount of relevant deficit exceeds the distributed amount, relevant distributed amount);provided, however, that this does not apply if relevant members who executed relevant operations have proven that they did not fail to exercise due care with respect to the performance of their duties:

②Exemption from the obligations in the preceding paragraph cannot be given without the consent of all members.

①Notwithstanding the provisions of Article 624, paragraph (1), members in a limited liability company may not make the demand under the provisions of the first sentence of that paragraph except if the value of member's contributions will be reduced by changes in the articles of incorporation.

②If the book value of the monies, etc. delivered by a limited liability company to a member by contribution refunds (hereinafter in this Subsection referred to as "amount of contribution refunds") exceeds the amount of surplus as of the day when a demand is made under the provisions of the first sentence of Article 624, paragraph (1) (if the reduction in the stated capital under Article 626, paragraph (1) is effected, the amount of surplus after relevant reduction; hereinafter the same applies in this Subsection), or the reduction in the value of member's contributions in the preceding paragraph, whichever is lower, relevant contribution refunds cannot be effected. In these cases, the limited liability company may reject the demand under the provisions of the first sentence of Article 624, paragraph (1).

①If a limited liability company effects the contribution refunds in violation of the provisions of the preceding paragraph, the members who executed the operations in connection with relevant contribution refunds are jointly and severally liable to relevant limited liability company, together with the members who received relevant contribution refunds, for payment of the monies in an amount equivalent to relevant amount of contribution refunds;provided, however, that this does not apply if relevant members who executed relevant operations have proven 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;provided, however, that this does not apply if consent of all members is obtained with respect to the exemption of relevant obligations to the extent of the surplus as at the day when the contribution refunds take place.

①In the cases provided for in paragraph (1) of the preceding Article, if members who received the contribution refund are without knowledge with respect to the fact that the amount of contribution refunds exceeds the amount of surplus at the day when relevant contribution refunds takes place, relevant members do not have the obligation to respond to the demand for reimbursement by the members that executed the operations in connection with relevant contribution refunds with respect to relevant amount of contribution refunds.

②In the cases provided for in paragraph (1) of the preceding Article, creditors of a limited liability company may have the members that received the contribution refunds pay the monies equivalent to the amount of contribution refunds (or, if relevant amount of contribution refunds exceeds the amount that the limited liability company owes to relevant creditors, relevant amount owed).

①If the book value of the monies, etc. delivered by a limited liability company to members through equity interest refund (hereinafter in this Subsection referred to as "partnership interest refund amount") exceeds the surplus as of the day when relevant equity interest refund takes place, creditors of relevant limited liability company may state their objections as to the equity interest refund to relevant limited liability company.

②In cases provided for in the preceding paragraph, the limited liability company must make the public notice of the matters set forth below in Official Gazette and must give notice of the same separately to each known creditor, if any;provided, however, that the period in item (ii) cannot be less than one month (or, if the partnership interest refund amount exceeds the amount calculated by the method prescribed by Ministry of Justice Order as the amount of the net assets of relevant limited liability company, two months):

③Notwithstanding the provisions of the preceding paragraph, if, in addition to using Official Gazette, a limited liability company effects the public notice in that paragraph in a manner set forth in Article 939, paragraph (1), item (ii) or (iii) in accordance with the provisions of the articles of incorporation under the provisions of that paragraph, the limited liability company is no longer required to give separate notices under the provisions of the preceding paragraph;provided, however, that this does not apply if the partnership interest refund amount exceeds the amount calculated by the method prescribed by Ministry of Justice Order as the amount of the net assets of relevant limited liability company.

④If the creditors do not raise any objection within the period under paragraph (2), item (ii), relevant creditors are deemed to have approved relevant equity interest refund.

⑤If the creditors raise objections within the period under paragraph (2), item (ii), the limited liability company must make the payment or provide appropriate security to relevant creditors, or entrust appropriate assets to a qualified trust company with the purpose of assuring the payment to relevant creditors;provided, however, that this does not apply if, if the partnership interest refund amount does not exceed the amount calculated by the method prescribed by Ministry of Justice Order as the net assets of relevant limited liability company, relevant equity interest refund is unlikely to be detrimental to relevant creditors.

①If a limited liability company effects an equity interest refund in violation of the provisions of the preceding paragraph, the members who executed the operations in connection with relevant equity interest refund are jointly and severally liable to relevant limited liability company, together with the members who received relevant equity interest refund, for payment of the monies in the amount equivalent to relevant partnership interest refund amount;provided, however, that this does not apply if relevant members who executed the operations regarding the refund of equity interest have proven that they did not fail to exercise due care with respect to the performance of their duties:

②Exemptions from the obligations under the preceding paragraph cannot be given;provided, however, that this does not apply if consent of all members is obtained with respect to the exemption of relevant obligations to the extent of the surplus as at the day when the equity interest refund takes place.