If liquidating stock companies effect any of the following changes in the articles of incorporation, company auditors of relevant liquidating stock companies resign when relevant change in the articles of incorporation takes effect:
清算株式会社の監査役は、当該清算株式会社が次に掲げる定款の変更をした場合には、当該定款の変更の効力が生じた時に退任する。
any change in the articles of incorporation to abolish the provisions of the articles of incorporation to the effect that company auditors are established; or
監査役を置く旨の定款の定めを廃止する定款の変更
any change in the articles of incorporation to abolish the provisions of the articles of incorporation to the effect that the scope of the audit by the company auditors is limited to accounting audit.
監査役の監査の範囲を会計に関するものに限定する旨の定款の定めを廃止する定款の変更
The provisions of 336 do not apply to company auditors of liquidating stock companies.
Read this with the articles around it
liquidating stock companies
「清算株式会社」
A stock company that is being wound up, which is treated as still existing for the purposes of the liquidation until the liquidation is completed.
Short name set inArticle 476, paragraph (1)
articles of incorporation
定款
A company's own basic rules, written by its founders when it is formed: at least its purpose, its trade name, where its head office is, the value of the property contributed at incorporation and who the founders are (Companies Act, Article 27). A stock company's must be certified by a notary before it takes effect (Article 30, paragraph (1)), and can later be changed by a resolution of the shareholders meeting (Article 466). Many rules in the Act apply "unless the articles of incorporation provide otherwise", so a company's articles decide a great deal of how the Act applies to it.
Written by AI using Companies Act, Arts. 26, 27, 30, 466, 575 as a reference.
company auditor
監査役
An officer of a stock company, elected by the shareholders meeting (Companies Act, Article 329, paragraph (1)), whose job is to audit how the directors carry out their duties and to write an audit report on it (Article 381, paragraph (1)). Not an outside accountant — that is the financial auditor (会計監査人) — and not a director: a company auditor may not also be a director or employee of the company or its subsidiaries (Article 335, paragraph (2)). The term normally runs to the annual shareholders meeting for the last business year ending within four years of election (Article 336, paragraph (1)).
Written by AI using Companies Act, Arts. 329, 335, 336, 381 as a reference.