Invalidation of the acts set forth in the following items may only be asserted by filing an action during the periods specified respectively in those items:

An action seeking invalidation of the acts set forth in the following items may be filed only by the persons specified in each of those items:

With regard to the acts below, confirmation of the absence of the acts may be claimed by filing an action:

With regard to a resolution at a shareholders meeting, general meeting of class shareholders, organizational meeting or organizational meeting of class shareholders (hereinafter referred to as a "shareholders meeting, etc." in this Section and Article 937, paragraph (1), item (i), (g)), confirmation of the absence of the resolution may be claimed by filing an action.

With regard to a resolution at a shareholders meeting, etc., confirmation of invalidation of the resolution may be claimed by filing an action based on the reason that the contents of the resolution violate laws and regulations.

In the cases set forth in the following items, a shareholder, etc. (or, if the shareholders meeting, etc. set forth respectively in each the item is an organizational meeting or an organizational meeting of class shareholders, a shareholder, etc., a shareholder at incorporation, a director at incorporation or a company auditor at incorporation) may, within three months from the day of resolution at the shareholders meeting, etc., claim revocation of the resolution by filing an action. The same applies to a person who becomes a shareholder (or, if that resolution is the resolution at an organizational meeting, shareholders at incorporation) or director (or, in cases of a company with audit and supervisory committee, directors who are audit and supervisory committee members or other directors; hereinafter the same applies in this paragraph), company auditor or liquidator (or, if relevant resolution is a resolution at a shareholders meeting or general meeting of class shareholders, it includes a person who has the rights and obligations of a director, company auditor or liquidator pursuant to the provisions of Article 346, paragraph (1) (including cases where it is applied mutatis mutandis pursuant to Article 479, paragraph (4)), and if relevant resolution is a resolution at an organizational meeting or organizational meeting of class shareholders, a director at incorporation (if a 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) or company auditor at incorporation) by rescission of relevant resolution:

If an action referred to in the preceding paragraph is filed, even if the calling procedures or the methods of a resolution at the shareholders meeting, etc. are in violation of laws and regulations or the articles of incorporation, the court may dismiss the claim prescribed in that paragraph if it finds that the facts in violation are not serious and will not affect the resolution.

In the cases set forth in the following items, the persons specified in each of those items may claim rescission of the incorporation of the membership company within two years from the day of formation of the membership company:

In the cases set forth below, if there are unavoidable circumstances, a shareholder having not less than one-tenths (or, if a lesser proportion is prescribed in the articles of incorporation, the proportion) of the voting rights of all shareholders (excluding shareholders who are unable to exercise voting rights on all matters which may be resolved at the shareholders meeting) or a shareholder having not less than one-tenth (or, if a lesser proportion is prescribed in the articles of incorporation, the proportion) of the issued shares (excluding treasury shares) may claim dissolution of the stock company by filing an action:

If there are unavoidable circumstances, members of a membership company may claim dissolution of the membership company by filing an action.

With regard to the actions set forth in the following items (hereinafter collectively referred to as an "action concerning organization of company" in this Section), the persons specified in each of those items are to be the defendant:

An action concerning organization of company is under the exclusive jurisdiction of the district court having jurisdiction over the location of the head office of the company which is the defendant.

When two or more district courts have jurisdiction pursuant to the provisions of items (ix) through (xii) of the preceding Article, the actions set forth in those items are under the jurisdiction of the district court with which an action was filed first.

In cases referred to in the preceding paragraph, a court may, even when the suit concerning relevant action is under its jurisdiction, transfer the suit to another court with jurisdiction, in response to a petition or ex officio, if it finds it necessary for avoiding substantial detriment or delay.

With regard to an action concerning organization of company which may be filed by a shareholder or a shareholder at incorporation, the court may, in response to a petition by the defendant, order the shareholder or the shareholder at incorporation who has filed relevant action concerning organization of company to provide reasonable security;provided, however, that this does not apply when relevant shareholder is a director, company auditor, executive officer or liquidator or when relevant shareholder at incorporation is a director at incorporation or a company auditor at incorporation.

The provisions of the preceding paragraph apply mutatis mutandis to actions concerning the organization of a company which may be filed by a creditor or person who delivered shares or share options, etc. of the subsidiary company resulting from a partial share exchange to the parent company resulting from a partial share exchange when the partial share exchange was effected.

In order for a defendant to file the petition referred to in paragraph (1) (including the cases where it is applied mutatis mutandis pursuant to the preceding paragraph), the defendant must make a prima facie showing that the plaintiff filed the action in bad faith.

When several suits relating to an action concerning organization of company for the same claim are pending simultaneously, the oral arguments and judicial decisions thereof must be made in consolidation.

A final and binding judgment upholding a claim relating to an action concerning organization of company is also effective against third parties.

When a judgment upholding a claim relating to an action concerning organization of company (limited to any one of the actions set forth in Article 834, items (i) through (xii)-2, (xviii) and (xix)) becomes final and binding, the act that is held to be invalid or revoked or rescinded by relevant judgment (if a company was incorporated by relevant act, it includes relevant incorporation, and if shares or share options were delivered at the time of relevant act, it includes relevant shares or share options) will become ineffective from then on.

When a judgment upholding a claim relating to an action seeking invalidation of a new share issue becomes final and binding, the relevant stock company must pay, to the shareholders of relevant shares as of the time relevant judgment became final and binding, monies equivalent to the amount of payment received from them or the value of the property delivered by them as of the time of the delivery. In these cases, when relevant stock company is a share certificate-issuing company, the stock company may request relevant shareholders to return the old share certificates representing relevant shares (meaning the share certificates representing the shares that became ineffective pursuant to the provisions of the preceding Article; hereinafter the same applies in this Section) in exchange for the payment of relevant monies.

When the amount of the monies referred to in the preceding paragraph is extremely unreasonable in light of the status of the company property as of the time the judgment referred to in that paragraph became final and binding, the court may, in response to a petition by the stock company or shareholders referred to in the first sentence of that paragraph, order an increase or decrease of relevant amount.

The petition referred to in the preceding paragraph must be filed within six months from the day the judgment set forth in that paragraph became final and binding.

In the cases prescribed in the first sentence of paragraph (1), the pledges on the shares set forth in the first sentence of that paragraph are effective with respect to the monies set forth in that paragraph.

In the cases prescribed in the first sentence of paragraph (1), registered pledgees of shares with respect to the pledges set forth in the preceding paragraph may receive the monies set forth in paragraph (1) from the stock company set forth in the first sentence of that paragraph, and appropriate them as payment to satisfy their own claims in priority to other creditors.

If the claims under the preceding paragraph are not yet due and payable, the registered pledgees of share options may have the stock company set forth in the first sentence of paragraph (1) deposit an amount equivalent to the value of the monies provided for in that paragraph. In these cases, the pledges are effective with respect to the monies so deposited.

When a judgment upholding a claim relating to an action seeking invalidation of a disposition of treasury shares becomes final and binding, the relevant stock company must pay, to shareholders of relevant treasury shares as of the time relevant judgment became final and binding, monies equivalent to the amount of payment received from them or the value of the property delivered by them as of the time of the delivery. In these cases, when relevant stock company is a share certificate-issuing company, the stock company may request relevant shareholders to return the old share certificates representing relevant treasury shares in exchange for the payment of relevant monies.

The provisions of paragraphs (2) through (6) of the preceding Article apply mutatis mutandis to the cases set forth in the preceding paragraph. In these cases, the term "shares" in paragraph (4) of that Article is deemed to be replaced with "treasury shares".

When a judgment upholding a claim relating to an action seeking invalidation of an issuance of share options becomes final and binding, the relevant stock company must pay, to the share option holders as of the time relevant judgment became final and binding, monies equivalent to the amount of payment received from them or the value of the property delivered by them as of the time of the delivery. In these cases, when relevant stock company has issued share option certificates representing relevant share options (or, if relevant share options are those attached to bonds with share options, certificate representing the bond with share options for relevant bonds with share options; hereinafter the same applies in this paragraph), the stock company may request share option holders to return the share option certificates representing the share options that became ineffective pursuant to the provisions of Article 839 in exchange for the payment of relevant monies.

The provisions of Article 840, paragraphs (2) through (6) apply mutatis mutandis to the cases referred to in the preceding paragraph. In these cases, the term "shareholders" in paragraph (2) of that Article is deemed to be replaced with "share option holders", the term "shares" in paragraph (4) of that Article is deemed to be replaced with "share options", and the term "registered pledgees of shares" stated in paragraphs (5) and (6) of that Article is deemed to be replaced with "registered pledgees of share options".

When a judgment upholding a claim relating to an action seeking invalidation of any one of the acts set forth in the following items becomes final and binding, the company that carried out relevant act is liable jointly and severally to perform the obligations assumed by the companies specified respectively in those items after the day on which relevant act became effective:

In the cases prescribed in the preceding paragraph, the property acquired, after the day on which the acts set forth in the items of that paragraph became effective, by the companies specified respectively in those items is co-owned by the companies that carried out relevant acts;provided, however, that if the act set forth in item (iv) of that paragraph has been carried out by a single company, the property acquired by the company specified in that item is owned by the single company that carried out relevant act.

In the cases prescribed in paragraph (1) and the main clause of the preceding paragraph, each company's portion of the obligations to be assumed referred to in paragraph (1) and share of co-ownership of property referred to in the main clause of the preceding paragraph are decided through discussion among the companies.

If no agreement is reached in the discussion set forth in the preceding paragraph with regard to each company's portion of the obligations to be assumed referred to in paragraph (1) and share of co-ownership of property set forth in the main clause of the preceding paragraph, the court comes to a decision, in response to a petition by the companies, by taking into account the amount of property of each company as of the time the act set forth in any one of the items of paragraph (1) became effective and all other circumstances.

If a judgment upholding a claim relating to an action seeking invalidation of a share exchange or share transfer of a stock company has become final and binding, if the stock company acquiring all of the issued shares (hereinafter referred to as the "former wholly owning parent company" in this Article) of the stock company effecting the share exchange or share transfer (hereinafter referred to as the "former wholly owned subsidiary company" in this Article) has delivered the shares of the former wholly owning parent company (hereinafter referred to as the "shares of the former wholly owning parent company" in this Article) at the time of the share exchange or share transfer, the former wholly owning parent company must deliver to holders of the shares of the former wholly owning parent company as of the time relevant judgment became final and conclusive the shares of the former wholly owned subsidiary company (hereinafter referred to as the "shares of the former wholly owned subsidiary company" in this Article) that had been held, at the time of the share exchange or share transfer, by the persons who received delivery of the shares of the former wholly owning parent company. In these cases, when relevant former wholly owning parent company is a share certificate-issuing company, the former wholly owning parent company may request relevant shareholders to return the old share certificates representing relevant shares of the former wholly owning parent company in exchange for the delivery of relevant shares of the former wholly owned subsidiary company.

In the cases prescribed in the first sentence of the preceding paragraph, pledges on the shares of the former wholly owning parent company are effective with respect to the shares of the former wholly owned subsidiary company.

When the pledgees with respect to the pledges set forth in the preceding paragraph are registered pledgees of shares, the former wholly owning parent company must, without delay after the judgment set forth in paragraph (1) became final and binding, notify the former wholly owned subsidiary company of the matters set forth in the items of Article 148 regarding relevant registered pledgees of shares.

A former wholly owned subsidiary company that has received a notice under the provisions of the preceding paragraph must, when it enters or records in the shareholder register the information required to be entered in the shareholder register in connection with the shares underlying the pledges of the registered pledgees of shares referred to in that paragraph, immediately enter or record in the shareholder register the information set forth in the items of Article 148 regarding relevant registered pledgees of shares.

In the cases prescribed in paragraph (3), when the former wholly owned subsidiary company set forth in that paragraph is a share certificate-issuing company, the former wholly owning parent company must deliver the share certificates representing the shares of the former wholly owned subsidiary company referred to in paragraph (2) to its registered pledgees of shares;provided, however, that this does not apply until the old share certificates representing the former wholly owning subsidiary company are submitted if the shareholders referred to in the first sentence of paragraph (1) must submit relevant old share certifications in order to acquire the shares of the former wholly owned subsidiary company.

If a judgment upholding a claim relating to an action seeking invalidation of a partial share exchange becomes final and binding, if the parent company resulting from a partial share exchange delivered shares of the parent company resulting from a partial share exchange (hereinafter referred to in this Article as "shares of the former parent company resulting from a partial share exchange") when effecting the partial share exchange , the parent company resulting from a partial share exchange must return the shares and share options, etc. of the subsidiary company resulting from a partial share exchange (hereinafter referred to in this Article as the "shares, etc. of the former subsidiary company resulting from a partial share exchange ") received from persons who received delivery of the shares of the former parent company resulting from a partial share exchange when the partial share exchange was effected. In these cases, if the parent company resulting from a partial share exchange is a share certificate-issuing company, relevant parent company resulting from a partial share exchange may demand that the shareholders return of the former share certificates relating to relevant shares of the former parent company resulting from a partial share exchange in exchange for return of the shares, etc. of the former subsidiary company resulting from a partial share exchange.

In the cases prescribed in the first sentence of the preceding paragraph, the pledges on the shares of the former parent company resulting from a partial share exchange are effective with respect to the shares, etc. of the former subsidiary company resulting from a partial share exchange.

If a judgment upholding a claim relating to an action seeking invalidation or rescission of the incorporation of a membership company becomes final and binding, if the cause of the invalidation or rescission is attributable only to part of the members, the membership company may continue in existence with the consent of all of the other members. In these cases, the members attributable to the cause are deemed to have withdrawn.

If the plaintiffs who filed actions concerning the organization of a company are defeated, if the plaintiffs have acted in bad faith or with gross negligence, they are jointly and severally liable to compensate the defendant for damages.

Invalidation of acquisition of all shares, etc. subject to the cash-out related to the demand for shares, etc. cash-out may only be asserted in an action filed within six months of the acquisition day (meaning the acquisition day prescribed in Article 179-2, paragraph (1), item (v); hereinafter the same applies in this Article) (if a subject company is not a public company, within one year from the acquisition day).

The action referred to in the preceding paragraph (hereinafter referred to as "action seeing invalidation of acquisition of shares, etc. subject to the cash-out" in this Section) may be filed only by the following persons:

With regard to an action seeking invalidation of acquisition of shares, etc. subject to the cash-out, the special controlling shareholder is to be the defendant.

An action seeking invalidation of acquisition of shares, etc. subject to the cash-out is under the exclusive jurisdiction of the district court having jurisdiction over the location of the head office of the subject company.

With regard to an action seeking invalidation of acquisition of shares, etc. subject to the cash-out, the court may order the shareholder subject to the cash-out who has filed the action seeking invalidation of acquisition of shares, etc. subject to the cash-out to provide reasonable security in response to a petition by the defendant;provided, however, that this does not apply when the shareholder subject to the cash-out is a director, company auditor, executive officer, or liquidator of the subject company.

In order for a defendant to file the petition referred to in the preceding paragraph, the defendant must make a prima facie showing that the plaintiff filed the action in bad faith.

When several suits relating to an action seeking invalidation of acquisition of shares, etc. subject to the cash-out for the same claim are simultaneously pending, the oral arguments and judicial decisions thereof must be made in consolidation.

A final and binding judgment upholding a claim relating to an action seeking invalidation of acquisition of shares, etc. subject to the cash-out is also effective against third parties.

When a judgment upholding a claim relating to an action seeking invalidation of acquisition of shares, etc. subject to the cash-out becomes final and binding, the acquisition of all shares, etc. subject to the cash-out that is held to be invalid by the judgment will become ineffective from then on.

If the plaintiffs who filed the action seeking invalidation of Acquisition of shares, etc. subject to the cash-out are defeated, if the plaintiffs have acted in bad faith or with gross negligence, they are jointly and severally liable to compensate the defendant for damages.

A shareholder (excluding a holder of shares less than one unit who is unable to exercise rights pursuant to the provisions of the articles of incorporation) having the shares consecutively for the preceding six months or more (or, if a shorter period is prescribed in the articles of incorporation, the period or more) may demand the stock company, in writing or by any other method prescribed by Ministry of Justice Order, to file an action to enforce the liability of an incorporator, director at incorporation, company auditor at incorporation, officers, etc. (meaning the officers, etc. prescribed in Article 423, paragraph (1)) or liquidator (hereinafter referred to as "incorporator, etc." in this Section), and an action to demand payment pursuant to the provisions of Article 102-2, paragraph (1), Article 212, paragraph (1), or Article 285, paragraph (1), an action seeking the return of the benefits referred to in Article 120, paragraph (3) or an action seeking payment or delivery under the provisions of Article 213-2, paragraph (1) or Article 286-2, paragraph (1) (hereinafter referred to as an "action to enforce liability" in this Section);provided, however, that this does not apply if the purpose of the action to enforce liability is to seek unlawful benefits of relevant shareholder or a third party or to inflict damages on relevant stock company.

With regard to application of the provisions of the preceding paragraph to a stock company that is not a public company, the phrase "a shareholder (excluding a holder of shares less than one unit who is unable to exercise rights pursuant to the provisions of the articles of incorporation)" in that paragraph is deemed to be replaced with "a shareholder".

When the stock company does not file an action to enforce liability within sixty days from the day of the demand under the provisions of paragraph (1), the shareholder who has made relevant demand may file an action to enforce liability on behalf of the stock company.

If the stock company does not file an action to enforce liability within sixty days from the day of the demand under the provisions of paragraph (1), if there is a request by the shareholder who made relevant demand or the incorporator, etc. set forth in that paragraph, it must, without delay, notify the person who made such a request of the reason for not filing an action to enforce liability in writing or by any other method prescribed by Ministry of Justice Order.

Notwithstanding the provisions of paragraphs (1) and (3), if the stock company is likely to suffer irreparable harm through the elapse of the period set forth in those paragraphs, the shareholder set forth in paragraph (1) may immediately file an action to enforce liability on behalf of the stock company;provided, however, that this does not apply in the cases prescribed in the proviso to that paragraph.

A person who had been a shareholder of a stock company continuously for six months or more (or, if a shorter period is prescribed in the articles of incorporation, the period or more) before the day when the acts set forth in the following items became effective until that day (excluding a holder of shares of less than one unit who was unable to exercise rights pursuant to the provisions of the articles of incorporation set forth in Article 189, paragraph (2); hereinafter referred to as "former shareholder" in this Article) may demand the stock company (in the case prescribed in item (ii), a stock company surviving after the absorption-type merger set forth in the same item; hereinafter referred to as "wholly owned subsidiary company resulting from the share exchange, etc." in this Section), in writing or by any other method prescribed by Ministry of Justice Order, to file an action to enforce liability (limited to those related to liabilities or obligations for which the facts causing them occurred by the time when the acts set forth in the following items became effective; hereinafter the same applies in this Article) in the cases specified in those items even if the person is no longer a shareholder of the stock company;provided, however, that this does not apply if the purpose of the action to enforce liability is to seek unlawful benefits of the former shareholder or a third party or to inflict damages on the wholly owned subsidiary company resulting from the share exchange, etc. or wholly owning parent company set forth in the following items (meaning a stock company having all of the issued shares of a specific stock company or other stock companies specified by Ministry of Justice Order as equivalent thereto; hereinafter the same applies in this Section):

For the purpose of the application of the provisions of the preceding paragraph to a stock company that is not a public company, "continuously from six months or more (or, if a shorter period is prescribed in the articles of incorporation, that period or more) before the day when the acts set forth in the following items until that day" in the same paragraph is read as "on the day when the acts set forth in the following items became effective".

A former shareholder may demand the wholly owned subsidiary company resulting from a share exchange, etc. to file an action to enforce liability in writing or by any other method prescribed by Ministry of Justice Order in the following cases even if the former shareholder is no longer a shareholder of the wholly owning parent company referred to in the items of paragraph (1);provided, however, that this does not apply if the purpose of the action to enforce liability is to seek unlawful benefits of the former shareholder or a third party or to inflict damages on the wholly owned subsidiary company resulting from the share exchange, etc. or a stock company issuing shares as referred to in the following items:

The provisions of the preceding paragraph apply mutatis mutandis to when a former shareholder is no longer a shareholder of shares referred to in item (i) of the same paragraph in the cases set forth in the same item (including cases where it is applied mutatis mutandis pursuant to this paragraph or the following paragraph; hereinafter the same applies in this paragraph).

The provisions of paragraph (3) apply mutatis mutandis to when a former shareholder is no longer a shareholder of shares as referred to in item (ii) of the same paragraph in cases set forth in the same item (including cases where it is applied mutatis mutandis pursuant to the preceding paragraph or this paragraph; hereinafter the same applies in this paragraph).In this case, "the wholly owning parent company" in paragraph (3) (including cases where it is applied mutatis mutandis pursuant to the preceding paragraph or this paragraph) is deemed to be replaced with "a stock company incorporated as a result of a merger or a stock company surviving after the merger or its wholly owning parent company".

When a wholly owned subsidiary company resulting from a share exchange, etc. does not file an action to enforce liability within sixty days from the day of demand (hereinafter referred to as "demand for filing an action" in this Article) pursuant to the provisions of paragraph (1) or paragraph (3) (including cases as applied mutatis mutandis pursuant to the preceding two paragraphs; hereinafter the same applies in this Article), a former shareholder who makes the demand for filing an action may file an action to enforce liability for the wholly owned subsidiary company resulting from the share exchange, etc.

If a wholly owned subsidiary company resulting from a share exchange, etc. does not file an action to enforce liability within sixty days from the day of the demand for filing an action, when it receives a demand from a former shareholder who makes the demand for filing an action or an incorporator, etc. who becomes a defendant of an action to enforce liability related to the demand for filing an action, it must notify the person who made the demand of the reason not to file an action to enforce liability in writing or other method prescribed by Ministry of Justice Order without delay.

Notwithstanding the provisions of paragraphs (1), (3), and (6), if a wholly owned subsidiary company resulting from a share exchange, etc. is likely to suffer irreparable harm through the elapsing of the period set forth in those paragraphs, a former shareholder who can make a demand for filing an action may immediately file an action to enforce liability for a wholly owned subsidiary company resulting from the share exchange, etc.

For the purpose of the application of the provisions of Article 55, Article 102-2, paragraph (2), Article 103, paragraph (3), Article 120, paragraph (5), Article 213-2, paragraph (2), Article 286-2, paragraph (2), Article 424 (including cases as applied mutatis mutandis pursuant to Article 486, paragraph (4)), proviso to Article 462, paragraph (3), Article 464, paragraph (2), and Article 465, paragraph (2) to when exempting a liability or obligations whose causative fact occurred by the time when the acts set forth in the following items of paragraph (1) became effective if there are qualified former shareholders (meaning former shareholders who become able to make a demand for filing an action pursuant to the provisions of main clause of paragraph (1) or main clause of paragraph (3); hereinafter the same applies in this Section) related to a wholly owned subsidiary company resulting from a share exchange, etc., "all shareholders" in these provisions is read as "all shareholders and all qualified former shareholders prescribed in Article 847-2, paragraph (9)".

A shareholder who holds votes of one-hundredths (or, if a lesser proportion is prescribed in the articles of incorporation, that proportion) or more of the votes of all shareholders (excluding shareholders who cannot exercise voting rights for all of matters that can be resolved at the shareholders meeting) of the ultimate, wholly owning parent company, etc. of a stock company (meaning the wholly owning parent company, etc. of the stock company which itself has no wholly owning parent company, etc.; hereinafter the same applies in this Section) continuously over six months (or, if a shorter period is prescribed in the articles of incorporation, that period or more) or a shareholder who holds shares at or more than one-hundredths (or, if a shorter period is prescribed in the articles of incorporation, that period or more) of issued shares (excluding treasury shares) of the ultimate, wholly owning parent company, etc. may demand the stock company to file an action to enforce specific liability (hereinafter referred to as "action to enforce specific liability" hereinafter in this Section) in writing or by any other methods specified by Ministry of Justice Order;provided, however, that this does not apply to cases corresponding to any of the following:

An "ultimate, wholly owning parent company, etc." as prescribed in the preceding paragraph means the stock companies set forth in the following:

In the cases set forth in item (ii) of the preceding paragraph, when another stock company and its wholly owned subsidiary companies, etc. as referred to in that item, or the wholly owned subsidiary companies, etc. of another stock company as referred to in the same item, hold all of the shares or equity interests of another corporation, the relevant other corporation is deemed to be the wholly owned subsidiary company, etc. of that other stock company.

"Specific liability" as prescribed in paragraph (1) means the liability of the incorporator, etc. of a stock company, if the book value of the stock company's shares at the ultimate, wholly owning parent company, etc. and its wholly owned subsidiary companies, etc. (including anything deemed to be the wholly owned subsidiary company, etc. thereof pursuant to the provisions of the preceding paragraph; the same applies in the following paragraph and Article 849, paragraph (3)) exceeds one-fifth (or, if a lesser proportion is prescribed in the articles of incorporation, the proportion) of the value calculated by the method prescribed by Ministry of Justice Order as the total assets of the ultimate, wholly owning parent company, etc. on the day when the fact giving rise to the liability of the incorporator, etc. occurred (the same applies in paragraph (10) and paragraph (7) of the same Article).

If an ultimate, wholly owning parent company, etc. takes, as its wholly owned subsidiary company, etc., a stock company that, on the day when the fact giving rise to the liability of the incorporator, etc. occurred, was an ultimate, wholly owning parent company, etc., the stock company that was formerly an ultimate, wholly owning parent company, etc. is deemed to be the ultimate, wholly owning parent company, etc. set forth in the preceding paragraph and the previsions of that paragraph apply.

For the purpose of the application of the provisions of paragraph (1) to an ultimate, wholly owning parent company, etc. that is not a public company, "a stock company continuously over six months (or, if a shorter period is prescribed in the articles of incorporation, that period or more)" in the same paragraph is read as "stock company".

If a stock company does not file an action to enforce specific liability within sixty days from the day of demand pursuant to the provisions of paragraph (1), shareholders of the ultimate, wholly owning parent company, etc. that made the demand may file an action to enforce specific liability for the stock company.

If a stock company does not file an action to enforce specific liability within sixty days from the day of demand pursuant to the provisions of paragraph (1), when receiving a demand from a shareholder of an ultimate, wholly owning parent company, etc. which has made the demand or an incorporator, etc. who will become a defendant of the action to enforce specific liability related to the demand, the stock company must notify the person who made the demand the reason for not filing an action to enforce specific liability in writing or other method prescribed by Ministry of Justice Order without delay.

Notwithstanding the provisions of paragraphs (1) and (7), if a stock company is likely to suffer irreparable damages due to the elapsing of the period set forth in the same paragraph, the shareholder prescribed in paragraph (1) may file an action to enforce specific liability immediately for the stock company;provided, however, that this does not apply to cases where it is prescribed in the proviso to the same paragraph.

If there is an ultimate, wholly owning parent company, etc. with a stock company, for the purpose of the application of the provisions of Article 55, Article 103, paragraph (3), Article 120, paragraph (5), Article 424 (including cases where it is applied mutatis mutandis pursuant to Article 486, paragraph (4)), proviso to Article 462, paragraph (3), Article 464, paragraph (2), and Article 465, paragraph (2) to cases of exempting specific liability, "all shareholders" in these provisions is read as "all shareholders and all shareholders of an ultimate, wholly owning parent company, etc. as prescribed in Article 847-3, paragraph (1)".

An action to enforce liability set forth in Article 847, paragraph (3) or (5), Article 847-2, paragraph (6) or (8), or paragraph (7) or (9) of the preceding Article is deemed as an action bringing a claim that is not on a property right as to the calculation of value of the subject matter of the suit.

When a shareholder, etc. (meaning a qualified former shareholder or a shareholder of an ultimate, wholly owning parent company, etc.; hereinafter the same applies in this Section) files an action to enforce liability, a court may order the shareholder, etc. to provide reasonable security in response to a petition by the defendant.

When a defendant intends to file the petition set forth in the preceding paragraph, the defendant must make a prima facie showing that the plaintiff filed the action to enforce liability in bad faith.

An Action to enforce liability is under the exclusive jurisdiction of the district court having jurisdiction over the location of the head office of the stock company or of the wholly owned subsidiary company resulting from a share exchange, etc. (hereinafter referred to as a "stock company, etc." in this Section).

A shareholder, etc. or a stock company, etc. may intervene in a suit relating to an action to enforce liability (in cases of a qualified former shareholder, limited to one related to the liabilities or obligations for which the fact causing them occurred by the time when the act set forth in the items of Article 847-2, paragraph (1) became effective; in cases of a shareholder of an ultimate, wholly owning parent company, etc., limited to the action to enforce specific liability) either as a co-party or for assisting either of the parties;provided, however, that this does not apply when it will unduly delay the court proceedings or impose an excessive administrative burden on the court.

Persons set forth in the following items, even if the person is not a shareholder of a stock company, etc., may intervene in a suit related to an action to enforce liability filed by the person prescribed in each of those items for assisting either of the parties;provided, however, that this does not apply in cases prescribed in the proviso to the preceding paragraph:

In order for a stock company, etc., wholly owning parent company resulting from a share exchange, etc., or ultimate, wholly owning parent company, etc. to intervene in a suit relating to an action to enforce liability to assist a director (excluding an audit and supervisory committee member and audit committee member), executive officer, liquidator or a person who was formerly in such a position of the stock company that constitutes that stock company, etc., the wholly owned subsidiary company resulting from the share exchange, etc. as regards the wholly owning parent company resulting from the share exchange, etc., or the wholly owned subsidiary company, etc. of the ultimate, wholly owning parent company, etc., it must obtain the consent of the persons specified in each of the following items for the categories set forth respectively in those items:

When a shareholder, etc. files an action to enforce liability, the shareholder, etc. must give notice of suit to the stock company, etc. without delay.

When a stock company, etc. files an action to enforce liability or receives the notice of suit set forth in the preceding paragraph, it must give public notice to that effect or give notice thereof to its shareholders without delay.

If a stock company, etc. has a wholly owning parent company resulting from a share exchange, etc., and an action to enforce liability set forth in the preceding paragraph or notice of suit is related to liability or an obligation whose causative fact has occurred by the time when the acts set forth in the items of Article 847-2, paragraph (1) became effective, the stock company, etc. must file the action to enforce liability or give notice that the notice of suit was received to the wholly owning parent company resulting from the share exchange, etc. without delay in addition to the public notice or notice pursuant to the provisions of the preceding paragraph.

If a stock company, etc. has an ultimate, wholly owning parent company, etc., and the action to enforce liability set forth in paragraph (5) or notice of suit are related to specific liability, the stock company, etc. must file the action to enforce liability or notify that the notice of suit was received to the ultimate, wholly owning parent company, etc. without delay in addition to the public notice or notice pursuant to the provisions of the same paragraph.

As regards the application of the provisions of paragraph (6) if the wholly owning parent company resulting from a share exchange, etc. as referred to in paragraph (6) holds all of the issued shares of the wholly owned subsidiary company resulting from the share exchange, etc. and as regards the application of the provisions of the preceding paragraph if the ultimate, wholly owning parent company referred to in that paragraph holds all of the issued shares in the stock company, the phrase "in addition to" in these provisions is read as "in lieu of".

With regard to application of the provisions of paragraphs (5) through (7) to a stock company, etc. that is not a public company, the phrase "give public notice to that effect or give notice thereof to its shareholders" in paragraph (5) is read as "give notice to that effect to its shareholders", and "public notice or notice" in paragraphs (6) and (7) is read as "notice" respectively.

In the cases set forth in the following items, the stock company prescribed in each of those items must make a public notice to that effect or make a notice to a person prescribed in those items without delay:

For application of the provisions of the preceding paragraph if a stock company prescribed in the items of the same paragraph is not a public company, "make public notice or make notice to the person prescribed in each of those items" in the same paragraph is read as "make notice to the person prescribed in each of those items".

When a stock company, etc. settles an action to enforce the liability of a director (excluding an audit and supervisory committee member and audit committee member), executive officer, liquidator or a person who was formerly in such a position of that stock company, etc., it must obtain the consent of the persons specified in each of those items for the categories set forth respectively in those items:

The provisions of Article 267 of the Code of Civil Procedure do not apply to the subject-matter of a suit relating to an action for to enforce liability if a stock company, etc. is not a party to settlement in relevant suit;provided, however, that this does not apply when relevant stock company, etc. has given approval.

In the case prescribed in the preceding paragraph, the court must notify the stock company, etc. of the contents of the settlement and give the stock company notice to the effect that it should state its objection to relevant settlement, if any, within two weeks.

If the stock company, etc. does not raise any objections in writing within the period referred to in the preceding paragraph, it is deemed to have given the approval for shareholders, etc. to effect a settlement with the contents of the notice under the provisions of that paragraph.

The provisions of Article 55, Article 102-2, paragraph (2), Article 103, paragraph (3), Article 120, paragraph (5), Article 213-2, paragraph (2), Article 286-2, paragraph (2), Article 424 (including the cases where it is applied mutatis mutandis pursuant to Article 486, paragraph (4)), Article 462, paragraph (3) (limited to the portion relating to the obligations assumed for the portion not exceeding the distributable amount prescribed in the proviso to that paragraph), Article 464, paragraph (2) and Article 465, paragraph (2) do not apply in cases of effecting a settlement in a suit relating to an action to enforce liability.

Even if a shareholder who has filed an action to enforce liability or a shareholder who has intervened in a suit relating to the action to enforce liability as a co-party ceases to be a shareholder during the pendency of relevant suit, that person may conduct the suit in the following cases:

The provisions of the preceding paragraph apply mutatis mutandis when, in the case set forth in item (i) of that paragraph (including the cases where it is applied mutatis mutandis pursuant to this paragraph or the following paragraph), the shareholder referred to in the preceding paragraph ceases to be a shareholder of shares in the wholly owning parent company of the relevant stock company during the pendency of the suit referred to in that paragraph. In these cases, the term "the relevant stock company" in that paragraph (including the cases where it is applied mutatis mutandis pursuant to this paragraph or the following paragraph) is deemed to be replaced with "the relevant wholly owning parent company".

The provisions of paragraph (1) apply mutatis mutandis when, in the case set forth in item (ii) of that paragraph (including the cases where it is applied mutatis mutandis pursuant to the preceding paragraph or this paragraph), the shareholder referred to in paragraph (1) ceases to be a shareholder of shares of the stock company that is incorporated in the merger or the stock company surviving a merger, or the wholly owning parent company thereof, during the pendency of the suit referred to in that paragraph. In these cases, the term "the relevant stock company" in that paragraph (including the cases where it is applied mutatis mutandis pursuant to the preceding paragraph and this paragraph) is deemed to be replaced with "the stock company that is incorporated in the merger or the stock company surviving a merger, or the wholly owning parent company thereof".

If a shareholder, etc. who has filed an action to enforce liability wins the suit (including cases of partially winning the suit), and the shareholder has paid the necessary costs (excluding court costs) or is to pay a fee to an attorney, a legal professional corporation, or an attorney and registered foreign joint corporation with respect to the suit relating to the action to enforce liability, the shareholder may demand the relevant stock company, etc. to pay an amount that is found to be reasonable, not exceeding the amount of that costs or the amount of that fee.

Even if a shareholder, etc. who has filed an action to enforce liability loses the case, the shareholder, etc. is not obligated to compensate the relevant stock company, etc. for the damages arising as a result thereof, except when the shareholder, etc. was in bad faith.

The provisions of the preceding two paragraphs apply mutatis mutandis to any shareholder, etc. who intervened in the suit referred to in Article 849, paragraph (1) pursuant to the provisions of that paragraph.

If an action to enforce liability has been filed, and the plaintiff and the defendant, in conspiracy, caused the court to render a judgment for the purpose of prejudicing the rights of the stock company, etc., which are the subject-matter of the suit relating to the action to enforce liability, the person set forth in the following items may enter an appeal against the final judgment that became final and binding concerning the action prescribed in those items, by filing an action for a retrial:

The provisions of the preceding Article apply mutatis mutandis to the appeal for a retrial referred to in the preceding paragraph.

If, notwithstanding the presence of misconduct or material facts in violation of laws and regulations or the articles of incorporation in connection with the execution of the duties of an officer (meaning the officer prescribed in Article 329, paragraph (1); hereinafter the same applies in this Section), a proposal to dismiss relevant officer is rejected at the shareholders meeting or a resolution at the shareholders meeting to dismiss relevant officer fails to become effective pursuant to the provisions of Article 323, the following shareholders may demand dismissal of relevant officer by filing an action within thirty days from the day of relevant shareholders meeting:

With regard to application of the provisions of the items of the preceding paragraph to a stock company that is not a public company, the phrase "holding consecutively for the preceding six months or more (or, if a shorter period is prescribed in the articles of incorporation, that period or more)" in those provisions is deemed to be replaced with "holding".

With regard to application of the provisions of paragraph (1) if the class of shares for which there are provisions on 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, directors who are audit and supervisory committee members or other directors)) have been issued, the term "shareholders meeting" in that paragraph is deemed to be replaced with "shareholders meeting (including the general meeting of class shareholders referred to in Article 339, paragraph (1) as applied following the deemed replacement of terms pursuant to the provisions of Article 347, paragraph (1))".

With regard to application of the provisions of paragraph (1) if the class of shares for which there are provisions on the matters set forth in Article 108, paragraph (1), item (ix) (limited to those relating to company auditors) have been issued, the term "shareholders meeting" in that paragraph is deemed to be replaced with "shareholders meeting (including the general meeting of class shareholders set forth in Article 339, paragraph (1) as applied following the deemed replacement of terms pursuant to the provisions of Article 347, paragraph (2))".

With regard to the action referred to in paragraph (1) of the preceding Article (referred to as an "action seeking dismissal of an officer of a stock company" in the following Article and Article 937, paragraph (1), item (i), (j)), the relevant stock company and the officer referred to in paragraph (1) of the preceding Article are to be the defendants.

An action seeking dismissal of an officer of a stock company is under the exclusive jurisdiction of the district court having jurisdiction over the location of the head office of the relevant stock company.

The action referred to in Article 544, paragraph (2) is under the exclusive jurisdiction of the special liquidation court (meaning the special liquidation court prescribed in Article 880, paragraph (1); the same applies in paragraph (3) of the following Article).

A person who is dissatisfied with a ruling evaluating a subject officer's liability (meaning the ruling evaluating a subject officer's liability prescribed in Article 545, paragraph (1); hereinafter the same applies in this Article) may file an action for objection within the unextendable period of one month from the day of receiving the service under the provisions of Article 899, paragraph (4).

With regard to the action set forth in the preceding paragraph, the liquidating stock company must be the defendant if the person filing the action is the subject officer (meaning the subject officer prescribed in Article 542, paragraph (1); hereinafter the same applies in this paragraph), and the subject officer must be the defendant if that person is the liquidating stock company.

The action set forth in paragraph (1) is under the exclusive jurisdiction of the special liquidation court.

A judgment for the action set forth in paragraph (1) approves, changes or revokes the ruling evaluating the subject officer's liability, except in cases of dismissing the action as being unlawful.

A judgment that has approved or changed the ruling evaluating the subject officer's liability has the same effect as a judgment ordering performance, with regard to judicial enforcement.

With regard to a judgment that has approved or changed the ruling evaluating the subject officer's liability, the court in charge of the case may make a declaration of provisional execution pursuant to the provisions of Article 259, paragraph (1) of the Code of Civil Procedure.

If any one of the following grounds applies to a member of a membership company (hereinafter referred to as the "subject member" in this Article and Article 861, item (i)), relevant membership company may demand removal of the subject member by filing an action, based on a resolution adopted by a majority of the members other than the subject member:

If any one of the following grounds apply to a member executing the business of a membership company (hereinafter referred to as the "subject managing member" in this Article and item (ii) of the following Article), relevant membership company may demand extinguishment of the right to execute business or the authority of representation of the subject managing member by filing an action, based on a resolution adopted by a majority of the members other than the subject managing member:

With regard to the actions set forth in the following items, the persons specified in each of those items are to be the defendants:

An action seeking removal of a member of a membership company and an action seeking extinguishment of a right to execute business or authority of representation of member executing business of a membership company are under the exclusive jurisdiction of the district court having jurisdiction over the location of the head office of the relevant membership company.

When a liquidating membership company (limited to a general partnership company or a limited partnership company; hereinafter the same applies in this paragraph) commits any one of the acts set forth in the following items, the persons specified in each of those items may demand rescission of relevant act by filing an action;provided, however, that this does not apply if there is no risk of harm to these persons by relevant acts:

The provisions of the proviso to Article 424, paragraph (1), Article 424-5, Article 424-7, paragraph (2), and Article 425 through Article 426 of the Civil Code apply mutatis mutandis to the cases set forth in the preceding paragraph. In these cases, the phrase "from relevant act" in the proviso to Article 424, paragraph (1) of the Civil Code is deemed to be replaced with "from any one of the acts set forth in the items of Article 863 of the Companies Act (Act No. 86 of 2005), " the term "creditor" in Article 424-5, item (i) of the Civil Code is deemed to be replaced with "liquidating membership company(meaning a liquidating membership company provided in Article 645 of the Companies Act, limited to a general partnership company or a limited partnership company; hereinafter the same applies), and the term "creditor" in item (ii) of the Article, Article 424-7, paragraph (2) and Article 425 through Article 426 of the Civil Code is deemed to be replaced with "liquidating membership company."

With regard to the action set forth in paragraph (1) of the preceding Article, the counterparties to the acts set forth in the items of that paragraph or the subsequent purchasers are to be the defendants.

When a bond-issuing company's payment to a bondholder, settlement effected with a bondholder, or other act conducted against or with a bondholder is grossly improper, the bond administrator may demand rescission of relevant act by filing an action.

The action referred to in the preceding paragraph may not be filed when six months have elapsed from the time when the bond administrator learned about the fact that serves as the cause for the rescission of the act referred to in that paragraph. The same applies when one year has elapsed from the time of the act referred to in that paragraph.

In the cases prescribed in paragraph (1), if there is a resolution at a bondholders meeting, a representative bondholder or a resolution administrator (meaning the resolution administrator prescribed in Article 737, paragraph (2)) may also demand rescission of the act referred to in paragraph (1) by filing an action;provided, however, that this does not apply when one year has elapsed from the time of the act referred to in that paragraph.

The provisions of the proviso to Article 424, paragraph (1), Article 424-5, Article 424-7, paragraph (2), and Article 425 through Article 425-4 of the Civil Code apply mutatis mutandis to the cases referred to in paragraph (1) and the main clause of the preceding paragraph. In these cases, the phrase "from relevant act" in the proviso to Article 424, paragraph (1) of that Act is deemed to be replaced with "from the act prescribed in Article 865, paragraph (1) of the Companies Act", the phrase " that the obligee is prejudiced" in that paragraph is deemed to be replaced with "that relevant act is grossly improper", the phrase "the obligee is prejudiced" in each item of Article 424-5 of the Civil Code is deemed to be replaced with "that relevant act is grossly improper," and the term "obligees" in Article 425 is deemed to be replaced with "bondholders".

With regard to the action set forth in paragraph (1) or paragraph (3) of the preceding Article, the counterparty to the act referred to in paragraph (1) of that Article or the subsequent purchaser is to be the defendant.

The action referred to in Article 865, paragraph (1) or paragraph (3) is under the exclusive jurisdiction of the district court having jurisdiction over the location of the head office of the bond-issuing company.