①A stock company may reduce the amount of its stated capital. In these cases, the following matters must be decided by a resolution at a shareholders meeting:

②The amount under item (i) of the preceding paragraph may not exceed the amount of stated capital as at the day under item (iii) of that paragraph.

③If a stock company reduces the amount of stated capital concurrently with a share issue, and the amount of stated capital after the day on which relevant reduction in the amount of stated capital takes effect is not less than the amount of stated capital before relevant day, for the purpose of the application of the provisions of paragraph (1), the phrase "resolution at a shareholders meeting" in that paragraph is deemed to be replaced with "decision of the directors (or, for a company with board of directors, a resolution of the board of directors meeting)".

①A stock company may reduce the amount of its reserves. In these cases, the following matters must be decided by a resolution at a shareholders meeting:

②The amount under item (i) of the preceding paragraph may not exceed the amount of the reserves as at the day under item (iii) of that paragraph.

③If a stock company reduces the amount of the reserves concurrently with a share issue, and the amount of the reserves after the day on which relevant reduction in the amount of the reserves takes effect is not less than the amount of the reserves before relevant day, for the purpose of the application of the provisions of paragraph (1), the phrase "resolution at a shareholders meeting" in that paragraph is deemed to be replaced with "decision of the directors (or, for a company with board of directors, a resolution of the board of directors meeting)".

①If a stock company reduces the amount of its stated capital or reserves (hereinafter in this Article referred to as "stated capitals, etc.") (excluding cases where the whole of the amount by which the reserves are reduced is appropriated to the stated capital), creditors of relevant stock company may state their objections to the reduction in the amount of the capitals, etc.; provided, however, that this does not apply to cases where only the amount of the reserves is reduced and all of the following apply:

②If creditors of a stock company may state their objections pursuant to the provisions of the preceding paragraph, relevant stock company must give public notice of the matters set forth below in the Official Gazette and must give notices inviting objections separately to each known creditor, if any; provided, however, that the period under item (iii) may not be less than one month:

③Notwithstanding the provisions of the preceding paragraph, if a stock company gives public notice under that paragraph by means of public notice set forth in Article 939, paragraph (1), item (ii) or (iii) in accordance with the provisions of the articles of incorporation pursuant to the provisions of that paragraph in addition to the Official Gazette, the stock company is not required to give separate notices under the provisions of the preceding paragraph.

④If creditors do not raise any objections within the period under paragraph (2), item (iii), relevant creditors are deemed to have approved relevant reduction in the amount of the capitals, etc.

⑤If creditors raise objections within the period under paragraph (2), item (iii), the stock company must make payment or provide equivalent security to relevant creditors, or entrust equivalent property to a trust company, etc. (meaning trust companies and financial institutions that engage in trust business (meaning financial institutions approved under Article 1, paragraph (1) of the Act on the Concurrent Undertaking of Trust Business by Financial Institutions (Act No. 43 of 1943)); the same applies hereinafter) for the purpose of making relevant creditors receive the payment; provided, however, that this does not apply if there is no risk of harm to relevant creditors by relevant reduction in the amount of capitals, etc.

⑥The actions set forth in the following items take effect on the day provided for in each relevant item; provided, however, that this does not apply if the procedures pursuant to the provisions of paragraph (2) through the preceding paragraph have not been completed:

⑦A stock company may change the day provided for in each item of the preceding paragraph at any time before relevant day.

①A stock company may increase the amount of its stated capital by reducing the amount of its surplus. In these cases, the following matters must be decided:

②Decisions on the matters set forth in each of the items of the preceding paragraph must be made by a resolution at a shareholders meeting.

③The amount under paragraph (1), item (i) may not exceed the amount of surplus as at the day under item (ii) of that paragraph.

①A stock company may increase the amount of its reserves by reducing the amount of its surplus. In these cases, the following matters must be decided:

②Decisions on the matters set forth in the items of the preceding paragraph must be made by a resolution at a shareholders meeting.

③The amount under paragraph (1), item (i) may not exceed the amount of surplus as at the day under item (ii) of that paragraph.

A stock company may, by a resolution at a shareholders meeting, make the appropriation of its surplus, including, but not limited to, the disposition of loss and funding of voluntary reserves (excluding those provided for in the preceding Division and those which dispose of the property of the stock company, including, but not limited to, dividends of surplus). In these cases, the stock company must decide on the amount of relevant appropriation of surplus and other matters prescribed by Ministry of Justice Order.

A stock company may distribute dividends of surplus to its shareholders (excluding relevant stock company).

①Whenever a stock company intends to distribute dividends of surplus pursuant to the provisions of the preceding Article, it must specify the following matters by a resolution at a shareholders meeting:

②In the cases provided for in the preceding paragraph, if a stock company issues two or more classes of shares with different features as to dividends of surplus, the stock company may decide the following matters as the matters set forth in item (ii) of that paragraph in accordance with the features of relevant classes of shares:

③The decisions on the matters set forth in paragraph (1), item (ii) must provide that the dividend property is assigned in proportion to the number of the shares (or, if there are decisions on the matters set forth in item (ii) of the preceding paragraph, the number of the shares of each class) held by the shareholders (excluding the relevant stock company and shareholders of the class of shares referred to in item (i) of the preceding paragraph).

④If the dividend property consists of property other than monies, the stock company may decide the following matters by a resolution at a shareholders meeting; provided, however, that the last day of the period referred to in item (i) must be the day that is or precedes the day referred to in paragraph (1), item (iii):

⑤A company with board of directors may provide in the articles of incorporation that it may distribute a dividend of surplus only once during a business year by a resolution of the board of directors meeting (limited to that where the dividend property consists of monies. It is referred to as "interim dividend" hereinafter in this Chapter). For the purpose of the application of the provisions of paragraph (1) to the interim dividend in these cases, the term "shareholders meeting" in that paragraph is deemed to be replaced with "board of directors meeting".