会社法（かいしゃほう）

The formation, organization, operation and management of companies are governed by the provisions of this Act, except as otherwise provided by other acts.

In this Act, the meanings of the terms set forth in the following items are as prescribed respectively in those items:

"company" means any stock company, general partnership company, limited partnership company or limited liability company;

"foreign company" means such any corporation incorporated under the law of a foreign country or relevant other foreign organization that is of the same kind as the company or is similar to a company;

"subsidiary company" means any entity which is prescribed by Ministry of Justice Order as the corporation the management of which is controlled by a company, including, but not limited to, a stock company in which a majority of all voting rights are owned by the company;

"subsidiary company, etc." means a person corresponding to any of the following:

subsidiary company; or

Any entity which is prescribed by Ministry of Justice Order as the corporation for which management is controlled by a person other than a company;

"parent company" means any entity which is prescribed by Ministry of Justice Order as a corporation who controls the management of a stock company, including, but not limited to, a company which has a stock company as its subsidiary company;

"parent company, etc." means a person corresponding to any of the following:

parent company; or

any entity which is prescribed by Ministry of Justice Order as a person who controls the management of a stock company (excluding entities who are corporations);

"public company" means any stock company in which the articles of incorporation of which do not require, as a feature of all or part of its shares, the approval of the stock company for the acquisition of relevant shares by transfer;

"large company" means any stock company which satisfies any of the following requirements:

that the amount of the stated capital in the balance sheet as of the end of its most recent business year (meaning the balance sheet reported to the annual shareholders meeting under the provisions of Article 439 in cases provided for in the first sentence of that Article, and referring to the balance sheet under Article 435, paragraph (1) if the first annual shareholders meeting after the incorporation of the stock company has not yet been held; the same applies in (b)) is 500,000,000 yen or more; or

that the total sum of the amounts in the liabilities section of the balance sheet as of the end of its most recent business year is 20,000,000,000 yen or more;

"company with board of directors" means any stock company which has a board of directors, or any stock company which is required to have a board of directors under the provisions of this Act;

"company with accounting advisor" means any stock company which has accounting advisor;

"company with company auditor" means any stock company which has company auditor (excluding any stock company the articles of incorporation of which provide that the scope of the audit by its company auditor is limited to an audit related to accounting), or any stock company which is required to have company auditor under the provisions of this Act;

"company with board of company auditors" means any stock company which has a board of company auditors, or any stock company which is required to have a board of company auditors under the provisions of this Act;

"company with financial auditor" means any stock company which has financial auditor, or any stock company which is required to have financial auditor under the provisions of this Act;

"company with audit and supervisory committee" means any stock company which has an audit and supervisory committee;

"company with nominating committee, etc." means any stock company which has a nominating committee, an audit committee and a remuneration committee (hereinafter referred to as "nominating committees, etc.");

"company with class shares" means any stock company which issues two or more classes of shares with different features as to the matters set forth in the items of Article 108, paragraph (1), including, but not limited to, the dividend of surplus;

"general meeting of class shareholders" means a meeting of class shareholders (meaning shareholders of any class of shares of a company with class shares; the same applies hereinafter);

"outside director" means a director of any stock company who satisfies all of the following requirements:

a person who is not an executive director (meaning a director as set forth in the items of Article 363, paragraph (1) of a stock company or other directors who execute the operations of the stock company; the same applies hereinafter) or executive officer, manager, or other employee (hereinafter collectively referred to as "executive directors, etc.") of the stock company or its subsidiary company and has not been an executive directors, etc. of the stock company or its subsidiary company for ten years prior to assuming office;

if a person who has been a director, accounting advisor (if the accounting advisor is a corporation, a member who is in charge of the affairs), or company auditor of the stock company or its subsidiary company (excluding a person who has been an executive directors, etc.) at the time within ten years prior to assuming office, a person who has not been an executive directors, etc. of the stock company or its subsidiary company for ten years prior to assuming office as director, accounting advisor, or company auditor;

a person who is not a parent company, etc. of the relevant stock company (limited to a natural person) or director or executive officer, manager, or other employee of a parent company, etc.;

a person who is not an executive directors, etc. of a subsidiary company, etc. of the parent company, etc. of relevant stock company (excluding relevant stock company and its subsidiary company); and

a person who is not a spouse or relative within the second degree of kinship of a director or executive officer, manager, or other important employee of relevant stock company, or its parent company, etc. (limited to a natural person);

"outside company auditor" means a company auditor of any stock company who satisfies all of the following requirements:

a person who has not been a director, accounting advisor (if the accounting advisor is a corporation, a member who is in charge of the affairs; the same applies in (b)), or executive officer, manager, or other employee of relevant stock company or its subsidiary company for ten years prior to assuming office;

if a person who has been a company auditor of relevant stock company or its subsidiary company at the time within ten years prior to assuming office, the person who has not been a director, accounting advisor, or executive officer, manager, or other employee of relevant stock company or its subsidiary company for ten years prior to assuming office as company auditor;

a person who is not a parent company, etc. of the relevant stock company (limited to a natural person) or director or executive officer, manager, or other employee of a parent company, etc.;

a person who is not an executive directors, etc. of a subsidiary company, etc. of parent company, etc. of relevant stock company (excluding the stock company and its subsidiary company); and

a person who is not a spouse or relative within the second degree of kinship of a director, manager, or other important employee of relevant stock company, or its parent company, etc. (limited to a natural person);

"shares with restriction on transfer" means the shares if a stock company provides, as a feature of all or part of its shares, that the approval of the stock company is required for the acquisition of relevant shares by transfer;

"shares with put options" means the shares if a stock company provides, as a feature of all or part of its shares, that a shareholder may demand the stock company to redeem relevant shares;

"shares subject to call" means the shares if a stock company provides, as a feature of all or part of its shares, that relevant stock company may redeem relevant shares upon the occurrence of specified event;

"share unit" means the certain number if a stock company provides in its articles of incorporation that certain number of shares it issues constitute one unit of shares which entitles a shareholder to cast one vote in a shareholders meeting or general meeting of class shareholders;

"share option" means any right which entitles the holder to acquire shares in a stock company by exercising the right against relevant stock company;

"bonds with share options" means any bond with attached share options;

"bond" means any monetary claim owed by a company by allotment under the provisions of this Act and which will be redeemed in accordance with the provisions on the matters set forth in the items of Article 676;

"most recent business year" means the latest of business years for which approval under Article 438, paragraph (2) (or any approval under Article 436, paragraph (3) in cases provided for in the first sentence of Article 439) is obtained with respect to the financial statements provided in Article 435, paragraph (2) relating to each business year;

"dividend property" means the property to be distributed if a stock company pays the dividend of surplus;

"entity conversion" means any change, through conversion, from a company set forth in (a) or (b) below, respectively, to another form of company prescribed immediately thereafter in the following (a) or (b):

from a stock company to a general partnership company, limited partnership company or limited liability company;

from a general partnership company, limited partnership company or limited liability company to a stock company;

"absorption-type merger" means a merger that a company effects with another company which causes the company surviving the merger to succeed to all of the rights and obligations of the company that disappears in the merger;

"consolidation-type merger" means a merger effected by two or more companies which causes the company incorporated in the merger to succeed to all of the rights and obligations of the companies that disappear in the merger;

"absorption-type company split" means the action of causing another company to succeed to all or part of the rights and obligations that a stock company or limited liability company holds in connection with its business undertakings;

"incorporation-type company split" means the action of causing the company incorporated in a company split to succeed to all or part of the rights and obligations that one or multiple stock companies or limited liability companies hold in connection with their business undertakings;

"share exchange" means any exchange of shares whereby stock company cause all of its issued shares (meaning shares issued by a stock company; the same applies hereinafter) to be acquired by another stock company or limited liability company;

"share transfer" means any transfer whereby one or multiple stock companies cause all of its issued shares to be acquired by a newly incorporated stock company;

"partial share exchange" means the acceptance by a stock company of the shares of another stock company and the delivery of the shares of the stock company to the transferor as consideration for the accepted shares in order to make that other stock company a subsidiary (limited to a subsidiary prescribed by Ministry of Justice Order; the same applies in Article 774-3, paragraph (2)) of the stock company;

"means of giving public notice" means the means which a company (including a foreign company) adopts to give public notice (excluding those which are required to be effected by publishing the notice in Official Gazette pursuant to the provisions of this Act or any other acts);

"electronic public notice" means a means of giving public notice prescribed by Ministry of Justice Order which enables the general public to access the public notice by electronic or magnetic means (meaning that it enables the general public to access that public notice through the use of an electronic data processing system or through any other application of information and communications technology which is specified by Ministry of Justice Order; the same applies hereinafter).

Companies have legal personality.

The address of a company is to be the location of its head office.

Any act which a company (including a foreign company; the same applies in paragraph (1) of the following Article, Article 8 and Article 9) carries out as its business and any act which it carries out for its business constitute a commercial transaction.

The name of a company is its trade name.

A company must use the Japanese characters "株式会社"(pronounced "kabushiki-kaisha", meaning "stock company"),"合名会社"(pronounced" gomei-kaisha" meaning "general partnership company"), "合資会社"(pronounced "goushi-kaisha" meaning "limited partnership company") or " 合同会社" (pronounced "goudou-kaisha", meaning "limited liability company") in its trade name, respectively for stock company, general partnership company, limited partnership company or limited liability company.

A company may not use in its trade name any word which makes it likely that the company may be mistaken for a different form of company.

No person who is not a company may use in its name or trade name any word which makes it likely that the person may be mistaken as a company.

No person may use, with a wrongful purpose, any name or trade name which makes it likely that the person may be mistaken for the other company.

Any company the enterprise interests of which have been, or are likely to be, infringed by the use of any name or trade name in violation of the provisions of the preceding paragraph may seek an injunction suspending or preventing the infringement against the person who infringes, or is likely to infringe, those enterprise interests.

Any company that has permitted others to carry out business or engage in any enterprise by using the company's own trade name is jointly and severally liable, regarding any person who has transacted with relevant others based on misunderstanding that relevant company carries out relevant business, for the performance of any obligations which may arise from relevant transaction.

A company (including a foreign company; hereinafter the same applies in this Part) may appoint managers and have them carry out its business at its head office or branch office.

A manager has authority to do any and all judicial and non-judicial acts on behalf of a company in connection with its business.

A manager may appoint or dismiss other employee.

No limitation on a manager's authority of representation may be asserted against a third party in good faith.

A manager may not commit any of the following acts without the permission of the company:

engage in the manager's own enterprise;

carry out, for themselves or for a third party, any transaction which is in the line of business of the company;

become an employee of any other company or merchant (excluding any company; the same applies in Article 24);

become a director, executive officer or any member who executes the operation of any other company.

If a manager commits any act set forth in item (ii) of the preceding paragraph in violation of the provisions of that paragraph, the amount of the profit obtained by the manager or any third party as a result of relevant act is presumed to be amount of the damage suffered by the company.

Employees with a title which holds them out as the chief of the business of the head office or any branch office of a company are deemed to have the authority to do any and all non-judicial acts in connection with the business of relevant head office or branch office;provided, however, that this does not apply to the cases where the counterparty acts with knowledge of the counterparty's actual authority.

Any employee to whom the authority of a certain kind of matter or a specific matter in connection with the business is delegated has the authority to do any and all non-judicial acts in connection with relevant matter.

No limitation on the authority of representation of the employee provided in the preceding paragraph may be asserted against a third party in good faith.

Any employee of a store the purpose of which is the sale, etc. (meaning sale, lease or any other act similar to the foregoing; hereinafter the same applies in this Article) of goods is deemed to have authority to conduct the sale, etc. of the goods located in that store;provided, however, that this does not apply to the cases where the counterparty acts with knowledge of the counterparty's actual authority.

When any commercial agent (meaning a person who acts on behalf of a company as an agent or intermediary in any transaction in the ordinary line of business of the company, and is not an employee of the company; hereinafter the same applies in this Section) undertakes any transaction as an agent or intermediary, the commercial agent must give notice of that fact to the company without delay.

A commercial agent may not carry out any of the following acts without the permission of the company:

carry out, for themselves or for a third party, any transaction which is in the line of business of the company;

become a director, executive officer or any member who executes operation of any other company which carries out the same kind of business as the company.

If a commercial agent commits any act set forth in item (i) of the preceding paragraph in violation of provisions of that paragraph, the amount of the profit obtained by the commercial agent or any third party as a result of relevant act is presumed to be amount of the damage suffered by the company.

A commercial agent to whom the authority of the sale of goods or the role of intermediary in the same is delegated has authority to receive the notice regarding the sale and purchase including, but not limited to, the notice under Article 526, paragraph (2) of the Commercial Code (Act No. 48 of 1899).

A company or the commercial agent may, when they did not define the period of the commercial agency contract, cancel the contract by giving an advance notice more than two months in advance.

Notwithstanding the provisions of the preceding paragraph, if there is any compelling reason, the company or its commercial agent may cancel the commercial agency contract at any time.

If any claim arising from acting as an agent or intermediary in any transaction is due, the commercial agent can retain any property or negotiable instruments of value which it possesses on behalf of the company until the satisfaction of the claim;provided, however, that this does not apply to the cases where the parties otherwise manifest their intention.

Unless the parties otherwise manifest their intention, a company which transferred its business (hereinafter in this Chapter referred to as "transferor company") may not carry out the same line of business within the area of the same city, town or village (including special wards, and ward or administratively consolidated ward of the cities designated under Article 252-19 paragraph (1) of the Local Autonomy Act (Act No. 67 of 1947); hereinafter the same applies in this paragraph), or within the area of any of its neighboring cities, towns or villages for twenty years from the day of the transfer of the business.

If the transferor company agreed to special provisions to the effect that it will not carry out the same line of the business, the effectiveness of the special provision is limited to the period of thirty years from the day of the transfer of the business.

Notwithstanding the provisions of the preceding two paragraphs, the transferor company may not carry out the same line of business with the purpose of unfair competition.

If any company to which any business is transferred (hereinafter in this Chapter referred to as "transferee company") continues to use the trade name of the transferor company, the transferee company is also liable for the performance of any obligations having arisen from the business of the transferor company.

The provisions of the preceding paragraph do not apply if the transferee company registers, at the location of its head office, without delay after it has accepted the transfer of the business, a statement to the effect that it will not be liable for the performance of the obligations of the transferor company. If the transferee company and transferor company give notice to the above effect to any third party without delay after the transfer of the business, the same applies to the third party who receives that notice.

If the transferee company is liable for the performance of the obligations of the transferor company pursuant to the provisions of paragraph (1), the liability of the transferor company is extinguished upon lapse of two years after the day of the transfer of the business to any obligee who does not demand the performance, or does not give an advance notice of the demand, within that period.

In cases provided for in paragraph (1), any performance made to the transferee company with respect to any claim arising from the business of the transferor company remains effective if the performing party has acted in good faith and without gross negligence.

Even if a transferee company does not continue to use the trade name of the transferor company, if it advertises to the effect that it will assume the obligations that have arisen from the business of the transferor company, the obligees of the transferor company may demand the performance against the transferee company.

If the transferee company is liable for the performance of the obligations of the transferor company pursuant to the provisions of the preceding paragraph, the liability of the transferor company is extinguished upon lapse of two years after the day of the advertisement under that paragraph regarding any obligee who does not demand the performance, or does not give an advance notice of the demand, within that period.

If a transferor company transfers business, with the knowledge that it harms creditors of the obligations that are not succeeded by the transferee company (hereinafter the creditors are referred to as "remaining creditor" in this Article), the remaining creditor may demand from the transferee company the performance of obligations up to the value of the succeeding properties;provided, however, that this does not apply to cases where the transferee company has no knowledge that it harms remaining creditor when the transfer of business becomes effective.

If a transferor company is liable to performance of obligations referred to in the preceding paragraph pursuant to that paragraph, relevant liability for a remaining creditor, who does not demand or give an advance notice of the demand within two years from when the transferee company transferred business with the knowledge that it harms the remaining creditor, extinguishes when that period elapses. The same applies when ten years have elapsed from the day when the transfer of business comes into effect.

When an order of commencement of bankruptcy proceedings, order of commencement of rehabilitation proceedings, or order of commencement of reorganization proceedings is made against the transferor company, the remaining creditor may not exercise the right to demand pursuant to the provisions of paragraph (1) from the transferee company.

If a company transfers its business to a merchant, relevant company is deemed to be the transferee provided for in Article 16, paragraph (1) of the Commercial Code, and the provisions of Articles 17 through 18-2 of the Code apply.In this case, the phrase "or an order of commencement of rehabilitation proceedings" in paragraph (3) of the same Article is deemed to be replaced with "an order of commencement of rehabilitation proceedings or order of commencement of reorganization proceedings".

If a company accepts transfer of the enterprise of any merchant, relevant merchant is deemed to be the transferor company, and the provisions of the preceding three articles apply.In this case, the phrase ", order of commencement of rehabilitation proceedings or order of commencement of reorganization proceedings" in paragraph (3) of the preceding Article is deemed to be replaced with "or an order of commencement of rehabilitation proceedings".

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

the method by which incorporator subscribe for all shares issued at incorporation (meaning the shares which are issued at incorporation of a stock company; the same applies hereinafter) pursuant to the provisions of the following Section through Section 8; or

the method by which, in addition to the subscription by incorporator for the shares issued at incorporation, person who will subscribe for the shares issued at incorporation is solicited pursuant to the provisions of the following Section, Section 3, Article 39 and Section 6 through Section 9.

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

In 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.

Articles 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:

purpose;

trade name;

location of the head office;

value of property to be contributed at the incorporation or the lower limit thereof;

name and address of the incorporator.

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):

name of person who contribute by any property other than money, the description of relevant property and the value thereof, and the number of the shares issued at incorporation that are to be allotted to that person (if the stock company to be incorporated is a company with class shares, referring to the class and the number of each class of the shares issued at incorporation; the same applies in Article 32, paragraph (1), item (i));

property that is agreed to be transferred to the stock company after the formation thereof, the value thereof, and the name of the transferor;

compensation or other special benefit which the incorporator is to obtain by the formation of the stock company, and the name of that incorporator; and

expenses regarding the incorporation that are borne by the stock company (excluding the fees for the certification of the articles of incorporation, and other expenses which are prescribed by Ministry of Justice Order as expenses that are unlikely to cause harm to the stock company).

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.

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

Articles 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).

The 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).

The 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):

if articles of incorporation are prepared in writing, a request to inspect it;

a request for a transcript or extract of the articles of incorporation referred to in the preceding item;

if articles of incorporation have 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 the electronic or magnetic record referred to in the preceding item by an electronic or magnetic means that the incorporators have designated (or, after the formation of the stock company, relevant stock company), or a request to be issued a document showing that information.

After 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.

If 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".

When 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:

the number of the shares issued at incorporation that is to be allotted to each incorporator;

the amount of money to be paid in exchange for the shares issued at incorporation set forth in the preceding item; and

matters regarding the amount of the stated capital and capital reserves of the stock company after the formation.

If 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.

If 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.

If 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.

If 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.

The 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.

If 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.

When 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.

If 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.

If 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.

In 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).

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

if the total value specified or recorded in the articles of incorporation with respect to the property under Article 28, item (i) and item (ii) (hereinafter in this Chapter referred to as "property contributed in kind") does not exceed 5,000,000 yen:matters set forth in item (i) and item (ii) of that Article;

if the value specified or recorded in the articles of incorporation with respect to property contributed in kind that constitutes securities (meaning the securities provided for in Article 2, paragraph (1) of the Financial Instruments and Exchange Act (Act No. 25 of 1948), including rights deemed to be securities pursuant to the provisions of paragraph (2) of that Article; the same applies hereinafter) with a market price does not exceed the value calculated by the method prescribed by Ministry of Justice Order as the market price of relevant securities:matters set forth in Article 28, item (i) and item (ii) with respect to the securities;

if the verification of an attorney, a legal professional corporation, an attorney and registered foreign lawyer joint corporation, a certified public accountant (including a foreign certified public accountant as defined in Article 16-2, paragraph (5) of the Certified Public Accountant Act (Act No. 103 of 1948); the same applies hereinafter), an audit corporation, a certified public tax accountant or a tax accountancy corporation (if the property contributed in kind consist of any real estate, referring to relevant verification and appraisal by a real estate appraiser; hereinafter the same applies in this item) is obtained with respect to the reasonableness of the value specified or recorded in the articles of incorporation with respect to the property contributed in kind:matters set forth in Article 28, item (i) or item (ii) (limited to those relating to the property contributed in kind for which verification has been obtained).

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

an incorporator;

a transferor of property under Article 28, item (ii);

a director at incorporation (referring to a director at incorporation prescribed in Article 38, paragraph (1)) or a company auditor at incorporation (referring to a company auditor at incorporation prescribed for in paragraph (3), item (ii) of that Article);

a person who is subject to the disciplinary action ordering a suspension of operations and for whom the period of that suspension has not yet elapsed; or

a legal professional company, a lawyer and registered foreign lawyer joint corporation, an audit corporation or a tax accountancy corporation more than half of whose members are any of the persons who fall under items (i) through (iii) above.

An 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.

The 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.

If 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.

The 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.

Incorporator 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.

If 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.

If 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.

The 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.

The 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.

If 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.

In 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:

if the stock company to be incorporated is a company with accounting advisor:accounting advisor at incorporation (meaning a person who becomes an accounting advisor at the incorporation; the same applies hereinafter);

if the stock company to be incorporated is a company with company auditor (including any stock company the articles of incorporation of which provide that the scope of the audit by its company auditor is limited to an audit related to accounting):company auditor at incorporation (meaning a person who becomes a company auditor at the incorporation; the same applies hereinafter);

if the stock company to be incorporated is a company with financial auditor:financial auditor at incorporation (meaning a person who becomes a financial auditor at the incorporation; the same applies hereinafter).

Persons 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.

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

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

A 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.

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

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

In 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.

Notwithstanding 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.

For 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".

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

Notwithstanding 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.

In 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.

The 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.

Dismissal 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).

In 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.

Notwithstanding 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.

For 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".

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

Notwithstanding 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.

Notwithstanding 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.

In 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.

Notwithstanding 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.

The 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".

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 (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:

election or dismissal of some or all of the directors (excluding director of a company with audit and supervisory committee):election or dismissal of directors at incorporation who are to become relevant directors;

election or dismissal of some or all of directors who are audit and supervisory committee members or other directors:election or dismissal of directors at incorporation who are to become these directors;

election or dismissal of some or all of the accounting advisors:election or dismissal of accounting advisors at incorporation who are to become relevant accounting advisors;

election or dismissal of some or all of the company auditors:election or dismissal of company auditors at incorporation who are to become relevant company auditors; and

election or dismissal of some or all of the financial auditors:election or dismissal of financial auditors at incorporation who are to become relevant financial auditors.

In 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.

The 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:

that, with respect to the property contributed in kind in the cases set forth in Article 33, paragraph (10), item (i) or item (ii) (if set forth in that item, limited to the securities under that item), the value specified or recorded in the articles of incorporation is reasonable;

that the verification provided for in Article 33, paragraph (10), item (iii) is appropriate;

that the performance of contributions has been fulfilled; and

that, beyond the matters set forth in the preceding three items, the procedures for the incorporation of the stock company do not violate laws and regulations or articles of incorporation.

If, 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;

If 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.

If 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").

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

The 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.

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

appoint the following persons (in the following paragraph referred to as "committee members at incorporation") among the directors at incorporation:

persons who are to be members of the nominating committee at incorporation of the stock company;

persons who are to be committee members of the audit committee at incorporation of the stock company;

persons who are to be committee members of the remuneration committee at incorporation of the stock company;

elect persons who are to be the executive officers at incorporation of the stock company (hereinafter referred to as "executive officers at incorporation"); and

appoint among the executive officers at incorporation the persons who are to be the representative executive officers at incorporation of the stock company (hereinafter referred to as "representative executive officers at incorporation");provided, however, that, if there is only one executive officer at incorporation, the person is deemed to have been appointed as the representative executive officer at incorporation.

At 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.

The 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.

As 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.

The 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.

The 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.

After 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.

If 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.

Notwithstanding 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:

where the investigation by the inspector under Article 33, paragraph (2) has been carried out with respect to the matters set forth in Article 28, item (i) or item (ii); or

where relevant incorporators or directors at incorporation prove that they did not fail to exercise due care with respect to the performance of their duties.

In 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.

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

in cases of falsifying payment pursuant to the provisions of Article 34, paragraph (1):payment of all monies related to the contributions for which the payment is falsified; or

in cases of falsifying the delivery pursuant to the provisions of Article 34, paragraph (1):delivery of all properties other than monies related to the contributions for which the delivery is falsified (if a stock company demands payment of monies equivalent to the value of the properties in lieu of the payment, the payment of the entire amount of the monies).

In 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.

If 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.

In 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.

A 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.

If 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.

If 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.

Pursuant 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.

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

Whenever 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):

the number of the shares solicited at incorporation (if the stock company to be incorporated is a company with class shares, referring to the class and the number of each class of shares solicited at incorporation; hereinafter the same applies in this Subsection);

the amount to be paid in for shares solicited at incorporation (meaning the amount of money which is to be paid in in exchange for one share solicited at incorporation; hereinafter the same applies in this Subsection);

the date by or period during which payment is to be made of the money to be paid in in exchange for the shares solicited at incorporation;

if there is any arrangement that subscriptions for shares solicited at incorporation may be rescinded if the registration of incorporation is not effected by a certain date, a statement of the arrangement and the date.

If 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.

The 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).

The 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:

the date of the certification of the articles of incorporation and the name of the notary public who effected the certification;

the matters set forth in each item of Article 27, each item of Article 28, each item of Article 32, paragraph (1) and each item of paragraph (1) of the preceding Article;

the value of the property contributed by the incorporator;

the place designated for payment pursuant to the provisions of Article 63, paragraph (1);

beyond what is set forth in the preceding items, any other matters provided by Ministry of Justice Order.

If 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).

A 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:

the name and address of the person who intends to apply; and

the number of shares solicited at incorporation that the person intends to subscribe for.

A 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.

If 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.

It 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).

The 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.

The 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.

The 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:

applicants:the number of the shares solicited at incorporation as allotted by the incorporators; or

persons who subscribed for the total number of the shares solicited at incorporation under the contracts referred to in the preceding Article:the number of the shares solicited at incorporation for which the persons have subscribed.

The 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.

Transferring 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.

If 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.

If 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.

The 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.

If 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).

In 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.

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

the date, time and place of the organizational meeting;

the purpose of the organizational meeting;

that shareholders at incorporation who do not attend the organizational meeting may vote in writing, if so arranged;

that shareholders at incorporation who do not attend the organizational meeting may vote by electronic or magnetic means, if so arranged;

beyond what is set forth in the preceding items, any matters prescribed by Ministry of Justice Order.

If 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.

In 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.

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

if the matters set forth in paragraph (1), item (iii) or item (iv) of the preceding Article are decided; or

if the stock company to be incorporated is a company with board of directors.

In 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.

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

It 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).

The 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.

The 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.

If 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.

If 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.

If 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.

If 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.

In 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.

In 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.

Shareholders 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.

If 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.

Notwithstanding 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.

Resolutions 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.

Notwithstanding 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.

If 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.

At 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.

Shareholders 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.

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

The 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.

If 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.

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

The 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.

The 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)):

requests for the inspection or copying of the documents evidencing the authority of proxy; and

requests to inspect or copy anything that is used in a manner prescribed by Ministry of Justice Order to display the information recorded in the electronic or magnetic record referred to in the preceding paragraph.

The 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.

The 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.

The 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.

The 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.

The 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.

If 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.

The 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.

The 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.

The 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.

Shareholders 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.

If 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.

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

The 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.

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

The 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.

The 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):

if the minutes under paragraph (1) are prepared in writing, requests for inspection or copying of relevant documents; and

if the minutes under paragraph (1) have been prepared as an electronic or magnetic record, a request to inspect or copy anything that is used in a manner prescribed by Ministry of Justice Order to display the information recorded in that electronic or magnetic record.

If, 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).

If 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.

The 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.

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

requests for inspection or copying of the documents under the preceding paragraph; and

requests to inspect or copy anything that is used in a manner prescribed by Ministry of Justice Order to display the information recorded in the electronic or magnetic record referred to in the preceding paragraph.

If, 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.

If 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.

Resolutions 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.

Notwithstanding 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)".

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

In 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:

if articles of incorporation provide for the matters set forth in each item of Article 28 (excluding the matters provided for in each item of Article 33, paragraph (10) in cases set forth in these items):the content of the report referred to in Article 33, paragraph (4) of the inspector under paragraph (2) of the that Article; and

in the case set forth in Article 33, paragraph (10), item (iii):the content of the verification provided in that item.

If 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.

If 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.

If 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.

The 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.

Notwithstanding 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.

In 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.

Beyond 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.

Notwithstanding 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.

The 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.

Directors 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.

Notwithstanding 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.

When 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.

The 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.

The 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:

that, with respect to the property contributed in kind in the cases set forth in Article 33, paragraph (10), item (i) or item (ii) (if set forth in that item, limited to the securities under that item), the value specified or recorded in the articles of incorporation is reasonable;

that the verification provided for in Article 33, paragraph (10), item (iii) is appropriate;

that the performance of contributions by the incorporators and the payments pursuant to the provisions of Article 63, paragraph (1) have been fulfilled; and

that, beyond the matters set forth in the preceding three items, the procedures for the incorporation of the stock company do not violate laws and regulations or the articles of incorporation.

The directors at incorporation must report the outcome of the investigations pursuant to the provisions of the preceding paragraph to an organizational meeting.

If incorporators are asked by the shareholders at incorporation to provide explanations on the matters regarding the investigation pursuant to the provisions of the paragraph (1) at an organizational meeting, the incorporators must provide necessary explanations with respect to relevant matters.

If some or all of the directors at incorporation (or the directors at incorporation and company auditors at incorporation if the stock company to be incorporated is a company with company auditor) are incorporators, a person to investigate the matters set forth in each item of paragraph (1) of the preceding Article may be elected by a resolution at the organizational meeting.

A person who is elected pursuant to the provisions of the preceding paragraph must conduct the necessary investigation and report the outcome of relevant investigation to an organizational meeting.

If the solicitation under Article 57, paragraph (1) is carried out, the incorporators may not effect any amendment in the articles of incorporation on and after either the date referred to in Article 58, paragraph (1), item (iii) or the first day of the period referred to in the same item, whichever comes earlier, notwithstanding the provisions of Article 33, paragraph (9) and Article 37, paragraphs (1) and (2).

Notwithstanding the provisions of Article 30, paragraph (2), articles of incorporation may be amended by a resolution at an organizational meeting.

If it is resolved at the organizational meeting to effect an amendment in the articles of incorporation to change the matters set forth in each item of Article 28, the shareholders at incorporation who dissented from that amendment at relevant organizational meeting may rescind the manifestation of their intention relating to the subscription for relevant shares issued at incorporation only within two weeks after relevant resolution.

If, if the solicitation under Article 57, paragraph (1) is carried out, the total number of authorized shares is not provided for in the articles of incorporation, the provisions on the total number of authorized shares must be created by amending the articles of incorporation prior to the formation of the stock company by a resolution at an organizational meeting.

If the stock company to be incorporated is a company with classes shares, and the cases set forth in any of the following items apply, the consent of all class shareholders at incorporation of relevant classes of the shares issued at incorporation in each of relevant items must be obtained:

if it is intended to create, as a feature of a certain class of shares, any provisions in the articles of incorporation with respect to the matters set forth in Article 108, paragraph (1), item (vi), or to effect any amendment in the articles of incorporation with respect to relevant matters (excluding any amendment which repeals the provisions of the articles of incorporation with respect to relevant matters);

if it is intended to create any provisions in the articles of incorporation pursuant to the provisions of Article 322, paragraph (2) with respect to a certain class of shares.

If the stock company to be incorporated is a company with class shares, if it is intended to create, as a feature of a certain class of shares, any provisions in the articles of incorporation with respect to the matters set forth in Article 108, paragraph (1), item (iv) or item (vii) by amending the articles of incorporation, relevant amendment in the articles of incorporation does not become effective unless a resolution is passed at an organizational meeting of class shareholders constituted by the following class shareholders at incorporation (if there are two or more classes of shares issued at incorporation relating to relevant class shareholders at incorporation, referring to the respective organizational meetings of class shareholders constituted by class shareholders at incorporation categorized by the class of relevant two or more classes of shares issued at incorporation; hereinafter the same applies in this Article);provided, however, that this does not apply to cases where there is no class shareholder at incorporation who may exercise votes at relevant organizational meeting of class shareholders:

the class shareholders at incorporation of relevant class of shares issued at incorporation;

the class shareholders at incorporation of shares with put options for which there are provisions that the relevant other shares referred to in Article 108, paragraph (2), item (v), (b) are to be relevant class of share; or

the class shareholders at incorporation of shares subject to call option for which there are a provisions that the relevant other shares referred to in Article 108, paragraph (2), item (vi), (b) are to be relevant class of shares.

The class shareholders at incorporation who, at the organizational meeting of class shareholders referred to in the preceding paragraph, dissented from relevant amendment in the articles of incorporation may rescind the manifestation of their intention relating to the subscription for relevant shares issued at incorporation only within two weeks after the resolution passed at relevant organizational meeting of class shareholders.

If the stock company to be incorporated is a company with class shares, and effecting any amendment in articles of incorporation with respect to any of the following matters is likely to cause detriment to the class shareholders at incorporation of any class of shares issued at incorporation, relevant amendment in the articles of incorporation does not become effective unless a resolution is passed at an organizational meeting of class shareholders constituted by the class shareholders at incorporation of the shares issued at incorporation of relevant class (if there are two or more classes of shares issued at incorporation relating to relevant class shareholders at incorporation, referring to the respective class organizational meetings of class shareholders constituted by the class shareholders at incorporation categorized by the class of relevant two or more classes of shares issued at incorporation);provided, however, that this does not apply to cases where there is no class shareholder at incorporation who may exercise votes at relevant organizational meeting of class shareholders:

creation of a new class of shares;

changes in the features of shares;

increase of the total number of authorized shares, or the total number of authorized shares in a class (meaning the total number of shares in one class that the stock company is authorized to issue; the same applies hereinafter).

If any amendment in the articles of incorporation with respect to the share unit is to be effected and there are provisions in the articles of incorporation pursuant to the provisions of Article 322, paragraph (2) with respect to relevant amendment in the articles of incorporation, the provisions of the preceding paragraph do not apply to the organizational meeting of class shareholders constituted by the class shareholders at incorporation of relevant class of the shares issued at incorporation.

A subscriber for the shares solicited at incorporation may submit the requests set forth in each item of Article 31, paragraph (2) at any time during the hours designated by the incorporators;provided, however, that the fees designated by the incorporators are required to be paid in order to submit the requests set forth in item (ii) or item (iv) of that paragraph.

As at formation of a stock company, the subscriber for the shares solicited at incorporation becomes a shareholder of the shares issued at incorporation for which the relevant subscriber has made payment pursuant to the provisions of Article 63, paragraph (1).

If a subscriber for the shares solicited at incorporation falsified the payment pursuant to the provisions of Article 63, paragraph (1), the subscriber may exercise the right of shareholders at incorporation and shareholders for shares issued at incorporation for which the payment is falsified, only after the payment pursuant to the provisions of paragraph (1) of the following Article or Article 103, paragraph (2) is made.

A person who accepts transfer of shares issued at incorporation as referred to in the preceding paragraph or the right to become their shareholder may exercise the right of shareholders at incorporation and shareholders for 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.

The provisions of the proviso to Article 93, paragraph (1) and the provisions of Article 94, paragraph (1) of the Civil Code do not apply to the manifestation of intention relating to an offer of subscription for and allotment of the shares solicited at incorporation, and relating to contracts under Article 61.

The subscriber for the shares solicited at incorporation may not rescind the subscription for shares issued at incorporation on the grounds of mistake, fraud or duress after the formation of a stock company, or after exercising the subscriber's votes at an organizational meeting or organizational meeting of class shareholders.

In the case prescribed in paragraph (3) of the preceding Article, a subscriber for the shares solicited at incorporation is liable to pay the entire amount of payment for which the payment was falsified, to the stock company.

The obligation assumed by a subscriber for the shares solicited at incorporation pursuant to the provisions of the preceding paragraph may not be exempted without the consent of all shareholders.

If the solicitation under Article 57, paragraph (1) is carried out, for the purpose of the application of the provisions of Article 52, paragraph (2), the phrase "in the following cases" in that paragraph is deemed to be replaced with "in the cases of item (i)".

In the case prescribed in Article 102, paragraph (3), a person prescribed by Ministry of Justice Order as an incorporator or director at incorporation involved in falsifying payment is jointly and severally liable with subscribers referred to in paragraph (1) of the preceding Article to make payment prescribed in that paragraph;provided, however, that this does not apply to cases where the person (excluding those persons who falsified the payment) proves that the person did not fail to exercise due care with respect to the performance of the person's duties.

The obligations assumed by an incorporator or director at incorporation pursuant to the provisions of the preceding paragraph may not be exempted without the consent of all shareholders.

If the solicitation under Article 57, paragraph (1) is carried out, any person (excluding the incorporators) who consents to specifying or recording the person's name and a statement to the effect that the person supports the incorporation of the stock company in a document or an electronic or magnetic record regarding relevant solicitation, including an advertisement for relevant solicitation, is deemed to be an incorporator and the provisions of the preceding Section and the preceding three paragraphs apply.

A shareholder's liability is limited to the amount of the subscription price of the shares the shareholder holds.

A shareholder has the following rights and other rights recognized pursuant to the provisions of this Act with respect to the shares the shareholder holds:

the right to receive dividends of surplus;

the right to receive distribution of residual assets;

the right to cast a vote at shareholders meeting.

Provisions of articles of incorporation that do not give the entirety of the rights set forth in item (i) and item (ii) of the preceding paragraph to shareholders are not effective.

If any share is co-owned by two or more persons, the co-owners may not exercise their rights in relation to relevant share unless they specify one person who exercises the rights in relation to relevant share, and notify the stock company of the name of that person;provided, however, that this does not apply if the stock company agrees to the exercise of relevant rights.

A stock company may determine the matters set forth in the following items as the features of all shares it issues:

that the approval of relevant stock company is required for the acquisition of relevant shares by transfer;

that shareholders may demand, that relevant stock company acquire relevant shares held by relevant shareholders;

that relevant stock company may acquire relevant shares on condition of certain grounds arising.

If a stock company determines the matters set forth in the following items as the features of all shares it issues, it must provide for the matters prescribed in each that item in the articles of incorporation:

regarding the fact that the approval of relevant stock company is required for the acquisition of relevant shares by transfer: the matters set forth below:

a statement to the effect that the acquisition of relevant shares by transfer requires the approval of relevant stock company;

if the stock company is deemed to have effected the approval under Article 136 or Article 137, paragraph (1) under certain circumstances, a statement to that effect and a description of relevant circumstances;

regarding the fact that shareholders may demand that relevant stock company acquire relevant shares held by relevant shareholders: the matters set forth below:

a statement to the effect that shareholders may demand that relevant stock company acquire the shares held by relevant shareholders;

if bonds of relevant stock company (other than those in relation to bonds with share option) are delivered to relevant shareholders in exchange for the acquisition of one of the shares referred to in (a), the description of the classes of relevant bonds (meaning the classes defined in Article 681, item (i); hereinafter the same applies in this Part) and the total amount for each class of bonds, or the method for calculating that total amount;

if share options of relevant stock company (other than those attached to bonds with share option) are delivered to relevant shareholders in exchange for the acquisition of one of the shares referred to in (a), the features and number of relevant share options, or the method for calculating that number;

if bonds with share option of relevant stock company are delivered to relevant shareholders in exchange for the acquisition of one of the shares referred to in (a), the matters prescribed in (b) with respect to relevant bonds with share option, and the matters prescribed in (c) with respect to the share options attached to relevant bonds with share option;

if any property other than shares, etc. (meaning shares, bonds and share options; the same applies hereinafter) of relevant stock company is delivered to relevant shareholders in exchange for the acquisition of one of the shares referred to in (a), the description of the features and number or amount of relevant property, or the method for calculating relevant number or amount;

the period during which the shareholders may demand that relevant stock company acquire relevant shares held by the shareholders;

regarding the fact that relevant stock company may acquire relevant shares on condition of certain grounds arising: the matters set forth below:

a statement to the effect that relevant stock company will acquire its shares on the day when certain grounds arise, and of the grounds;

if the grounds referred to in (a) will arise with the arrival of a day to be separately specified by relevant stock company, a statement to that effect;

if a portion of the shares referred to in (a) will be acquired on the day the grounds referred to in (a) arise, a statement to that effect and of the method for determining the portion of shares to be acquired;

if bonds of relevant stock company (other than those of bonds with share option) are delivered to relevant shareholders in exchange for the acquisition of one of the shares referred to in (a), the classes of relevant bonds and the total amount for each class of bonds, or the method for calculating the total amounts;

if share options of relevant stock company (other than those attached to bonds with share option) are delivered to relevant shareholders in exchange for the acquisition of one of the shares referred to in (a), the features and number of relevant share options, or the method for calculating the number;

if bonds with share option of relevant stock company are delivered to relevant shareholders in exchange for the acquisition of one share of the shares referred to in (a), the matters prescribed in (d) with respect to relevant bonds with share option, and the matters prescribed in (e) with respect to the share options attached to relevant bonds with share option;

if any property other than shares, etc. of relevant stock company is delivered to relevant shareholders in exchange for the acquisition of one of the shares referred to in (a), the features and number or amount of relevant property, or the method for calculating relevant number or amount.

A stock company may issue two or more classes of shares with different features which have different provisions on the following matters;provided, however, that a company with nominating committee, etc. and a public company may not issue shares of a class that has provisions in relation to the matters set forth in item (ix):

dividends of surplus;

distribution of residual assets;

capacity to exercise the right to vote at a shareholders meeting;

that the approval of relevant stock company is required for the acquisition of relevant class shares by transfer;

that shareholders may demand that relevant stock company acquire relevant class shares held by the shareholders;

that relevant stock company may acquire relevant class shares on condition of certain grounds arising;

that relevant stock company acquires all of relevant class shares by a resolution at the shareholders meeting;

regarding the matters to be resolved at a shareholders meeting (or at a shareholders meeting or board of directors meeting for a company with board of directors, or at a shareholders meeting or board of liquidators meeting for a company with board of liquidators (meaning the company with board of liquidators as provided for Article 478, paragraph (8); hereinafter the same applies in this Article)), that require, in addition to relevant resolution, a resolution at a general meeting of class shareholders constituted by the class shareholders of relevant class shares;

that directors (in cases of a company with audit and supervisory committee, a director who is an audit and supervisory committee member or other directors; the same applies in item (ix) of the following paragraph and Article 112, paragraph (1)) or company auditors are elected at a general meeting of class shareholders constituted by the class shareholders of relevant class shares.

If a stock company issues two or more classes of shares with different features that have different provisions on the following matters, it must provide for the matters prescribed in each of these items and the total number of authorized shares in a class in the articles of incorporation:

regarding dividends of surplus:the method for determining the dividend property to be delivered to the shareholders of relevant classes, the conditions for dividends of surplus, and other features relating to dividends of surplus;

regarding the distribution of residual assets:the method for determining the value of the residual assets to be delivered to the shareholders of relevant classes, the kinds of relevant residual assets, and other features of treatment relating to the distribution of residual assets;

regarding the matter of capacity to exercise the right to vote at shareholders meetings: the following matters:

the matters in relation to which the voting right may be exercised at a shareholders meeting; and

if any condition on the exercise of the voting right is to be prescribed for relevant class shares, the condition;

regarding the fact that the approval of relevant stock company is required for the acquisition of relevant class shares by transfer:the matters prescribed in paragraph (2), item (i) of the preceding Article with respect to relevant class shares;

regarding the fact that shareholders may demand that relevant stock company acquire relevant class shares held by the shareholders: the following matters:

the matters prescribed in paragraph (2), item (ii) of the preceding Article with respect to relevant class shares;

if, in exchange for the acquisition of one share of relevant class shares, other shares of relevant stock company are delivered to relevant shareholders, the class of relevant other shares and the total number of each class, or the method for calculating the number;

regarding the fact that relevant stock company may acquire relevant class shares on condition of certain grounds arising: the following matters:

the matters prescribed in paragraph (2), item (iii) of the preceding Article with respect to relevant class shares;

if, in exchange for the acquisition of one share of relevant class shares, other shares of relevant stock company are delivered to relevant shareholders, the class of relevant other shares and the total number of each class, or the method for calculating the number;

regarding the fact that relevant stock company acquires all of relevant class of shares by a resolution at a shareholders meeting: the following matters:

the method for determining the value of the acquisition price prescribed in Article 171, paragraph (1), item (i);

if any condition is to be prescribed on whether or not the resolution at relevant shareholders meeting may be effected, the condition;

regarding the matters to be resolved at a shareholders meeting (or at a shareholders meeting or board of directors meeting for a company with board of directors, or at a shareholders meeting or board of liquidators meeting for a company with board of liquidators), that require, in addition to relevant resolution, a resolution at a general meeting of class shareholders constituted by the class shareholders of relevant class shares: the following matters:

the matters for which the resolution at relevant general meeting of class shareholders is required; and

if any condition for which the resolution at relevant general meeting of class shareholders is required is to be prescribed, the condition;

regarding the fact that directors or company auditors are elected at a general meeting of class shareholders constituted by the class shareholders of relevant class shares: the following matters:

the election of directors or company auditors at a general meeting of class shareholders constituted by relevant class shareholders and the number of directors or company auditors to be elected;

if some or all of the directors or company auditors who may be elected pursuant to the provisions of (a) are elected jointly with other class shareholders, the class of the shares held by relevant other class shareholders, and the number of directors or company auditors to be elected jointly;

if there is any condition that alters the matters set forth in (a) or (b),the condition, and the matters set forth in (a) or (b) after the alternation if that condition is fulfilled; and

beyond what is set forth in (a) through (c), any matter prescribed by Ministry of Justice Order.

Notwithstanding the provisions of the preceding paragraph, with respect to some or all of the matters prescribed in each item of the same paragraph (limited to the amount of dividends which may be received by class shareholders of classes with different features with respect to dividends of surplus, and other matters prescribed by Ministry of Justice Order), it may be provided in the articles of incorporation to the effect that the matters are determined by a resolution at a shareholders meeting (or at a shareholders meeting or board of directors meeting for a company with board of directors, or at a shareholders meeting or board of liquidators meeting for a company with board of liquidators) by the time of the first issue of relevant class shares. In these cases, an outline of the features thereof must be provided for in the articles of incorporation.

A stock company must treat its shareholders equally in accordance with the features and number of the shares they hold.

Notwithstanding the provisions of the preceding paragraph, a stock company that is not a public company may provide in its articles of incorporation to the effect that each shareholder is treated differently with respect to the matters regarding the rights set forth in each item of Article 105, paragraph (1).

If there are provisions in the articles of incorporation that is provided for in the preceding paragraph, the shares held by the shareholders under that paragraph are deemed to be class shares with different features with respect to the matters regarding the rights under that paragraph, and the provisions of this Part and Part V apply.

If it is intended to create, as a feature of all shares to be issued by a stock company, provisions in the 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 abolishes the provisions of the articles of incorporation with respect to relevant matters) in the articles of incorporation with respect to relevant matters (excluding the case where the stock company is a company with class shares), the consent of all shareholders must be obtained.

If a company with class shares intends, after it has issued a certain class of shares, to create, as a feature of relevant class shares, a provision in the articles of incorporation with respect to the matters set forth in Article 108, paragraph (1), item (vi) by amending the articles of incorporation, or to effect any amendment to the articles of incorporation with respect to the matters (excluding any amendment which abolishes the provisions of the articles of incorporation with respect to the matters), the consent of all class shareholders who hold relevant class shares must be obtained.

If a company with class shares intends to create, as a feature of a certain class of shares, provisions in the articles of incorporation with respect to the matters set forth in Article 108, paragraph (1), item (iv) or (vii), relevant amendment to the articles of incorporation does not become effective unless a resolution is passed at a general meeting of class shareholders constituted by the following class shareholders (if there are two or more classes of shares relating to relevant class shareholders, referring to the respective general meetings of class shareholders constituted by class shareholders categorized by the class of relevant two or more classes of shares; hereinafter the same applies in this Article);provided, however, that this does not apply to cases where there is no class shareholder who can exercise voting right at relevant general meeting of class shareholder:

the class shareholders of shares of relevant class;

the class shareholders of shares with put options for which there are provisions that the relevant other shares referred to in Article 108, paragraph (2), item (v), (b) are to be the shares of relevant class; or

the class shareholders of shares subject to call for which there are provisions that the relevant other shares referred to in Article 108, paragraph (2), item (vi), (b) are to be the shares of relevant class.

The provisions in the articles of incorporation on the matters set forth in Article 108, paragraph (2), item (ix) (limited to those on directors) are deemed to have been abolished, if the number of directors is less than the number prescribed in this Act or the articles of incorporation, and hence it is not possible to elect directors in a number sufficient to satisfy the requirement.