Article 58Determination of Matters Regarding Shares Solicited at Incorporation
第五十八条（設立時募集株式に関する事項の決定）
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);
設立時募集株式の払込金額（設立時募集株式一株と引換えに払い込む金銭の額をいう。以下この款において同じ。）
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;
設立時募集株式と引換えにする金銭の払込みの期日又はその期間
if there is any arrangement that subscriptions for shares solicited at incorporation may be rescinded if the registration of incorporation is not effected by a certain date, a statement of the arrangement and the date.
一定の日までに設立の登記がされない場合において、設立時募集株式の引受けの取消しをすることができることとするときは、その旨及びその一定の日
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.
発起人は、前項各号に掲げる事項を定めようとするときは、その全員の同意を得なければならない。
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).
設立時募集株式の払込金額その他の前条第一項の募集の条件は、当該募集（設立しようとする株式会社が種類株式発行会社である場合にあっては、種類及び当該募集）ごとに、均等に定めなければならない。
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(Solicitation to Subscribe for Shares Issued at Incorporation)
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.
発起人は、この款の定めるところにより、設立時発行株式を引き受ける者の募集をする旨を定めることができる。
Open this provision(Determination of Matters Regarding Shares Solicited at Incorporation)
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…
発起人は、前条第一項の募集をしようとするときは、その都度、設立時募集株式（同項の募集に応じて設立時発行株式の引受けの申込みをした者に対して割り当てる設立時発行株式をいう。以下この節において同じ。）について次に掲げる事項を定めなければならない。
Open this provisioncompany with class shares
「種類株式発行会社」
A stock company that issues two or more classes of shares with different terms on the matters listed in Article 108, paragraph (1), such as dividends of surplus or voting rights.
Defined inArticle 2, paragraph (1), item (xiii)· applies throughout the law
shares issued at incorporationmachine translation
「設立時発行株式」
The shares a stock company issues when it is formed.
Defined inArticle 25, paragraph (1), item (i)
shares solicited at incorporation
「設立時募集株式」
Shares issued at incorporation that are allotted to the persons who apply for them when the incorporators invite outside subscriptions.
Defined inArticle 58, paragraph (1)· applies only in this section
amount to be paid in for shares solicited at incorporationmachine translation
「設立時募集株式の払込金額」
The amount of money to be paid in exchange for each share solicited at incorporation.
Defined inArticle 58, paragraph (1), item (ii)· applies only in this subsection
registration
登記
Entry in a public register kept by a registry office (登記所) — a Legal Affairs Bureau or one of its branch offices — so that the matter is made public (Real Property Registration Act, Articles 1 and 6, paragraph (1)). Rights in land and buildings, such as ownership, a superficies (地上権), a statutory lien (先取特権), a mortgage and a right of lease (賃借権), can be registered under that Act (Article 3), and matters the Commercial Code, the Companies Act and other Acts require to be registered are registered under the Commercial Registration Act (Article 1). Registration also lets a right be asserted against third parties: acquiring, losing or changing a right in rem (物権) in land or a building, such as ownership, cannot be asserted against third parties until it is registered (Civil Code, Article 177), and a matter the Companies Act requires to be registered cannot be asserted against a third party who does not know of it until it has been registered, nor, even after that, against one who had a justifiable reason for not knowing of the registration (Companies Act, Article 908, paragraph (1)).
Written by AI using Real Property Registration Act, Arts. 1, 3, 6, Commercial Registration Act, Art. 1, Civil Code, Art. 177 and Companies Act, Art. 908 as a reference.
rescission
取消し
Undoing a legal act, such as an offer or acceptance of a contract (意思表示, a manifestation of intention), that the law says may be rescinded: for example one made through an important mistake, though a mistake about the circumstances behind the act only if it had been made clear that they were its basis, and as a rule not where the person was grossly careless (Civil Code, Article 95), or one made under fraud or duress, though fraud by a third party only if the other party knew of it or could have known (Article 96), or one a minor made without the consent of their legal representative (Article 5, paragraph (2)). Once rescinded, the act is treated as void from the start (Article 121). Only the person who made it, their representative or successor, or someone whose consent it needed may rescind it (Article 120). The right is lost if not used within five years from when the act could be confirmed — once the mistake, fraud or other cause has ended and the person knows they can rescind (Article 124) — or twenty years from the act (Article 126). It is lost sooner if the person confirms the act, and once it could be confirmed, performing it or demanding performance without reserving objections counts as confirming it (Articles 122 and 125). The Consumer Contract Act adds grounds of its own, such as a business telling the consumer something untrue about an important matter when soliciting the contract, where the consumer believed it and made the contract because of it (Article 4, paragraph (1), item (i)), and gives most of them a shorter time: one year from when the act could be confirmed, and five years from the contract (Article 7, paragraph (1)).
Written by AI using Civil Code, Arts. 5, 95, 96, 120, 121, 122, 124, 125, 126 and Consumer Contract Act, Arts. 4, 7 as a reference.