Accounting of a membership company is to be subject to the corporate accounting practices that are generally accepted as fair and appropriate.

①A membership company must prepare accurate accounting books in a timely manner as prescribed by Ministry of Justice Order.

②A membership company must retain its accounting books and important materials regarding its business for ten years from the time of the closing of the accounting books.

The court may, in response to a petition or ex officio, order the parties to a lawsuit to submit the accounting books, in whole or in part.

①A membership company must prepare a balance sheet as of the day of its incorporation pursuant to the provisions of Ministry of Justice Order.

②A membership company must prepare financial statements (meaning balance sheet and other statements that are prescribed by Ministry of Justice Order to be necessary and appropriate in order to indicate the status of the property of a membership company; hereinafter the same applies in this Chapter) for each business year pursuant to the provisions of Ministry of Justice Order.

③Financial statements may be prepared as electronic or magnetic records.

④A membership company must retain its financial statements for ten years from the time of the preparation of the same.

①Members of a membership company may submit the following requests at any time during the business hours of relevant membership company:

②The provisions of the preceding paragraph do not preclude provisions to the contrary in the articles of incorporation; provided, however, that even the articles of incorporation may not provide to the effect of restricting the submission of requests set forth in each item of that paragraph at the end of the business year by members.

The court may, in response to a petition or ex officio, order the parties to a lawsuit to submit financial statements, in whole or in part.

①A membership company may reduce the amount of its stated capital to compensate for losses.

②The amount by which the stated capital will be reduced under the provisions of the preceding paragraph cannot exceed the amount calculated in a manner prescribed by Ministry of Justice Order as the amount of the losses.

①Members may demand that the membership company distribute its profit.

②A membership company may prescribe matters regarding the method for demanding the distribution of the profit and other matters on the distribution of profit in the articles of incorporation.

③Attachment on the equity interest of a member is also effective against the right to demand the distribution of the profits.

①If there are no provisions in the articles of incorporation with respect to the proportion of the distribution of profits and losses, those proportions are determined in accordance with the value of each member's contribution.

②If provisions with respect to the proportions of the distribution of either profit or loss alone are provided in the articles of incorporation, it is presumed that relevant proportion is common to distributions of profits and distributions of losses.

①If the book value of the monies, etc. delivered by a membership company to a member with limited liability by the distribution of profit (hereinafter in this paragraph referred to as "distributed amount") exceeds the amount of the profit as at the day when relevant distribution of profit takes place (meaning the amount calculated in a manner prescribed by Ministry of Justice Order as the profit of a membership company; hereinafter the same applies in this Chapter), members with limited liability who received relevant distribution of profit are jointly and severally liable to relevant membership company for the payment of monies equivalent to relevant distributed amount.

②For the purpose of the application of the provisions of Article 580, paragraph (2) to the members that received the distribution of profit under the preceding paragraph in the cases provided for in that paragraph, the phrase "to the extent of the value of their investment (excluding the value of the contributions to the membership company already performed)" in that Article 580, paragraph (2) is deemed to be replaced with "to the extent of the sum of the value of their investment (excluding the value of the contributions to the membership company already performed) and the amount by which the distributed amount under Article 623, paragraph (1) exceeds the amount of the profit under that paragraph".

①Members may demand that the membership company refund the monies, etc. that members have already paid in or delivered as contributions (hereinafter in this Part referred to as "contribution refunds"). In these cases, if relevant monies, etc. consist of any property other than monies, they are not precluded from demanding the refund of monies in an amount equivalent to the value of relevant property.

②Membership company may prescribe matters regarding the method for demanding the contribution refunds and other matters on contribution refunds in its articles of incorporation.

③Attachment of the equity interest of a member is also effective against the rights to demand a contribution refunds.

Creditors of a limited liability company may make the requests set forth in each item of Article 618, paragraph (1) with respect to its financial statements (limited to those prepared within the preceding five years) at any time during the business hours of the limited liability company.

①Beyond the cases under Article 620, paragraph (1), a limited liability company may reduce the amount of its stated capital to effect a contribution refund or partnership interest refund.

②The amount of the stated capital to be reduced pursuant to the provisions of the preceding paragraph may not exceed the amount obtained by subtracting the surplus amount as of the day when the contribution refund is effected from contribution refund amount provided for in Article 632, paragraph (2).

③The amount of the stated capital to be reduced by partnership interest refund amount pursuant to the provisions of the paragraph (1) may not exceed the amount obtained by subtracting the surplus amount as of the day when the refund of equity interests is effected from equity interest refund amount provided for in Article 635, paragraph (1).

④The term "surplus amount" provided for in the preceding two paragraphs means the amount obtained by subtracting the total sum of the amounts set forth in item (ii) through item (iv) from the amount set forth in item (i) (the same applies in Subsection 4 and Subsection 5):

①If a limited liability company reduces the amount of stated capital, creditors of relevant limited liability company may state their objections to the reduction in the stated capital to relevant limited liability company.

②In cases provided for in the preceding paragraph, the limited liability company must give public notice of the matters set forth below in Official Gazette and must give notice of the same separately to each known creditor; provided, however, that the period under item (ii) cannot be less than one month:

③Notwithstanding the provisions of the preceding paragraph, if, in addition to a notice in Official Gazette, a limited liability company effects the public notice under that paragraph in a manner set forth in Article 939, paragraph (1), item (ii) or item (iii) in accordance with the provisions of the articles of incorporation under the provisions of that paragraph, the limited liability company is no longer required to give separate notices under the provisions of the preceding paragraph.

④If the creditors do not raise any objection within the period under paragraph (2), item (ii), relevant creditors are deemed to have approved relevant reduction of the stated capital.

⑤If the creditors raise any objection within the period under paragraph (2), item (ii), the limited liability company must make the payment or provide appropriate security to relevant creditors, or entrust equivalent assets to a qualified trust company for the purpose of assuring the payment to relevant creditors; provided, however, that this does not apply if relevant reduction in the stated capital is unlikely to be detrimental to the relevant creditors.

⑥The reduction in stated capital takes effect on the day when the procedures in each of the preceding paragraphs has ended.