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;
第三十三条第十項第三号に規定する証明が相当であること。
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.
前三号に掲げる事項のほか、株式会社の設立の手続が法令又は定款に違反していないこと。
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.
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company with company auditor
「監査役設置会社」
A stock company that has a company auditor whose audit its articles of incorporation do not limit to accounting matters, or that this Act requires to have a company auditor.
Defined inArticle 2, paragraph (1), item (ix)· applies throughout the law
property contributed in kind
「現物出資財産等」
The property other than money that incorporators contribute, and the property the company agrees to buy once formed, as listed in the articles of incorporation under Article 28, items (i) and (ii), whose value an inspector generally has to check.
Short name set inArticle 33, paragraph (10), item (i)· applies only in this chapter
securitiescorrected by this site
「有価証券」
Securities as defined in Article 2, paragraph (1) of the Financial Instruments and Exchange Act, including rights deemed to be securities under paragraph (2) of that Article.
Defined inArticle 33, paragraph (10), item (ii)
performance of contributions
「出資の履行」
Paying in the money, or handing over the property other than money, that a person has undertaken to contribute in exchange for shares, whether at a company's incorporation or when subscribing for shares it offers.
Short name set inArticle 35, paragraph (1)· applies only in this chapter
director at incorporation
「設立時取締役」
A person who is to become a director when the stock company is formed.
Defined inArticle 38, paragraph (1)
company auditor at incorporationmachine translation
「設立時監査役」
A person who is to become a company auditor when the stock company is formed.
Defined inArticle 38, paragraph (3), item (ii)
organizational meeting
「創立総会」
The meeting of the shareholders at incorporation that the incorporators must call when a stock company is being formed with outside subscribers for its shares.
Short name set inArticle 65, paragraph (1)
shareholders at incorporation
「設立時株主」
A person who is to become a shareholder of the stock company when it is formed, having subscribed and paid for shares issued at incorporation.
Defined inArticle 65, 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.