Article 193-2Audit Certification by a Certified Public Accountant or Audit Corporation

①A balance sheet, profit and loss statement, or other documents related to financial accounting specified by Cabinet Office Order, which is submitted pursuant to the provisions of this Act by a company issuing securities listed on a financial instruments exchange or any other person specified by Cabinet Order (the issuing company or person is referred to as the "specified issuer" in this paragraph and the following Article; and the document is referred to as a "documents on financial accounting" in paragraph (4) and the following Article) require an audit certification by a certified public accountant or audit corporation (if the specified issuer is a listed company, etc. prescribed in Article 34-34-2 of the Certified Public Accountants Act, it is limited to a certified public accountant or audit corporation registered under that Article) that has no special interest in the company or person; provided, however, that the above does not apply in the following cases:

②An internal control report that the company issuing securities listed on a financial instruments exchange or any other person specified by Cabinet Order (referred to as a "listed company, etc." in this paragraph) submits pursuant to the provisions of Article 24-4-4 must receive audit certification by a certified public accountant or an audit corporation (if the listed company, etc. is a listed company, etc. prescribed in Article 34-34-2 of the Certified Public Accountants Act, limited to a certified public accountant or audit corporation registered under that Article) that has no special interest in that company or person; provided, however, that this does not apply in the following cases:

③The provisions of paragraph (1), item (i) and item (i) of the preceding paragraph do not apply if the fact that the foreign audit corporation, etc. prescribed in those provisions has failed to follow the instructions referred to in Article 34-38, paragraph (1) of the Certified Public Accountants Act has been publicized pursuant to the provisions of paragraph (2) of that Article, or the fact that the corporation has given a notification under Article 34-39, paragraph (1) of that Act has been publicized pursuant to the provisions of paragraph (2) of that Article (excluding a case in which the publicization under Article 34-38, paragraph (2) of that Act is made, in which the publicization under paragraph (3) of that Article has been made).

④The special interest referred to in paragraphs (1) and (2) means an interest from the relationship prescribed in Article 24 of the Certified Public Accountants Act (including as applied mutatis mutandis pursuant to Article 16-2, paragraph (6) of that Act), Article 24-2 of that Act (including as applied mutatis mutandis pursuant to Article 16-2, paragraph (6) of that Act), Article 24-3 of that Act (including as applied mutatis mutandis pursuant to Article 16-2, paragraph (6) of that Act), Article 34-11, paragraph (1), or Article 34-11-2, paragraph (1) or (2) of that Act, which a certified public accountant or audit corporation has to a person submitting a document on financial accounting or to a person submitting an internal control report; the relationship as a shareholder or an equity holder that a certified public accountant or audit corporation has to the person; or the relationship which a certified public accountant or audit corporation has in connection with such a person's business or property accounting; which the Prime Minister specifies in Cabinet Office Order as an interest from a relationship that the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors.

⑤The audit certification referred to in paragraphs (1) and (2) must be done in accordance with the criteria and procedures specified by Cabinet Office Order.

⑥When the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors, the Prime Minister may order a certified public accountant or audit corporation that conducts an audit certification under paragraph (1) or (2) to report or submit materials that should serve as a reference.

⑦If a certified public accountant or audit corporation conducts an audit certification for a document on financial accounting provided for in paragraph (1) or for an internal control report provided for in paragraph (2), and the audit certification falls under the provisions of Article 30 or Article 34-21, paragraph (2), item (i) or (ii) of the Certified Public Accountants Act, or is otherwise wrongful, the Prime Minister may issue a decision not to accept all or part of any securities registration statement, annual securities report (including any amended report in connection with the same), or internal control report (including any amended report in connection with the same) connected with an audit certification by that certified public accountant or audit corporation, which is submitted within a fixed period of no longer than one year. In such a case, irrespective of the category of proceeding for hearing statements of opinion under Article 13, paragraph (1) of the Administrative Procedure Act, the Prime Minister must conduct a hearing.

⑧If the Prime Minister issues the decision referred to in the preceding paragraph, the Prime Minister must notify the certified public accountant or audit corporation of this and must publicly announce that decision.