4.Where the amount to be paid to the shareholders of a company becoming a complete subsidiary is determined, the provisions therefor;

5.Time of the share transfer;

6.Where a company becoming a complete subsidiary distributes profits not later than the date of share transfer, or makes the profit distribution by cash under Article 462-3, the relevant limit;

7.Names and resident registration numbers of the directors, auditors or the members of the audit committee of a complete parent company to be established; and

8.Where a company jointly establish a complete parent company due to the share transfer, the purport thereof.

(2) The resolution for an approval under paragraph (1) shall be governed by Article 434.

(3) The provisions of Article 360-3 (4) shall apply mutatis mutandis to the approval of shareholders' general meeting in the case of paragraph (1). [This Article Newly Inserted by Act No. 6488, Jul. 24, 2001]

Article 360-17 (Public Notice of Documents Such as Plans for Share Transfer, etc.)

(1) The directors shall keep the documents falling under any of the following subparagraphs at the main office from two weeks prior to the meeting days of shareholders' general meeting under Article 360-16 (1) to the date on which six months elapse since the date of share transfer:

1.Plans for share transfer under Article 360-16 (1);

2.Documents stating the reasons for share allocation to the shareholders of a company becoming a complete subsidiary; and

3.Final balance sheet and profit and loss statement of a company becoming a complete subsidiary which are prepared on a certain date within six months prior to the meeting days of shareholders' general meeting under Article 360-16 (1).

(2) The provisions of Article 391-3 (3) shall apply mutatis mutandis to the documents under paragraph (1). [This Article Newly Inserted by Act No. 6488, Jul. 24, 2001]

Article 360-18 (Limit of Equity Capital of Complete Parent Company)

The equity capital of a complete parent company to be established shall not exceed the amount obtained by subtracting the amount to be paid to the shareholders of a company becoming a complete subsidiary on the date of share transfer from the current net assets value of the said company. [This Article Newly Inserted by Act No. 6488, Jul. 24, 2001]

Article 360-19 (Procedures for Invalidation of Share Certificates)

(1) The company becoming a complete subsidiary due to share transfer shall, where it has made a resolution under Article 360-16 (1), publicly notify the matters falling under any of the following subparagraphs, and notify the shareholders and pledgees listed in the share registry, respectively:

1.Purport that a resolution has been made under Article 360-16 (1);

2.Purport that the share certificates shall be submitted to a company within the period specified for over one month; and

3.Purport that the shares shall become invalid on the date of share transfer.

(2) The provisions of Articles 442 and 444 shall apply mutatis mutandis to the case where a resolution under Article 360-16 (1) has been made. [This Article Newly Inserted by Act No. 6488, Jul. 24, 2001]

Article 360-20 (Registration due to Share Transfer)

Where a share transfer is made, the matters provided in Article 317 (2) shall be registered within two weeks at the location of main office of the established complete parent company, and within three weeks at the location of its branch offices. [This Article Newly Inserted by Act No. 6488, Jul. 24, 2001]

Article 360-21 (Effective Period of Share Transfer)

Any transfer of shares shall become effective by a registration under Article 360-20 by the complete parent company established due to such transfer at the location of its main office. [This Article Newly Inserted by Act No. 6488, Jul. 24, 2001]

Article 360-22 (Mutatis Mutandis Application of Share Transfer Provisions)

The provisions of Articles 360-5, 360-11 and 360-12 shall apply mutatis mutandis to the case of share transfer. [This Article Newly Inserted by Act No. 6488, Jul. 24, 2001]

Article 360-23 (Litigation over Invalidity of Share Transfer)

(1) Any shareholder, director, auditor, member of audit committee or liquidator of each company may claim the invalidity of share transfer by only a litigation within six months since the date of share transfer.

(2) The litigation under paragraph (1) shall be under an exclusive jurisdiction of the district court having jurisdiction over the location of head office of the company becoming a complete parent company.

(3) When the judgment invalidating a share transfer becomes final, the company becoming a complete parent company shall transfer the shares of the company becoming a complete subsidiary, which have been owned by it, to the shareholders of new shares issued for a share transfer.

(4) The provisions of Articles 187 through 193 and 377 shall apply mutatis mutandis to the litigation under paragraph (1), and those of Articles 339 and 340 (3) to the case of paragraph (3), respectively. [This Article Newly Inserted by Act No. 6488, Jul. 24, 2001]

SECTION 3 Organs of Company

Sub-Section 1 General Shareholders' Meeting

Article 361 (Power of General Shareholders' Meeting)

At general shareholders' meetings, resolutions may be adopted as to matters provided by this Act or the articles of incorporation.

Article 362 (Decision of Convocation)

The convocation of a general meeting shall be determined by the board of directors unless otherwise provided by this Act.

Article 363 (Notice and Public Notice of Convocation)

(1) The notice for convocation of a general meeting shall be dispatched in writing or by an electronic data to each shareholder at least two weeks prior to the day set for such meeting: Provided, That if such notice has not arrived at the address of a shareholder entered on the register of shareholders for three consecutive years, the company shall not be required to give such notice to that shareholder. <Amended by Act No. 5053, Dec. 29, 1995; Act No. 6488, Jul. 24, 2001>

(2) The written notice under paragraph (1) shall state the subject-matters of the meeting.

(3) If the company has issued bearer share certificate, it shall give public notice stating its intention that the general meeting is to be held and the subject-matters of the meeting, at least three weeks prior to the day set for such meeting.

(4) Paragraphs (1) through (3) shall not apply with respect to the shareholders who are not entitled to vote.

Article 363-2 (Shareholders' Right to Make Proposal)

(1) Shareholders who hold no less than 3/100 of the total issued shares other than nonvoting shares may make a proposal to make a matter an object of a general shareholders meeting (hereafter referred to as a "shareholders' proposal") to directors in writing at least six weeks prior to the day set for such meeting.

(2) Shareholders under paragraph (1) may request that directors record the summary of the proposal submitted by the shareholders in addition to the subject-matters of the meeting in a notice and public notice under Article 363 in writing at least six weeks prior to the day set for such meeting.

(3) Where there is a shareholders' proposal under paragraph (1), directors shall report to the board of directors, which shall accept the proposal as the subject-matters of the general meeting of shareholders, unless its contents are in breach of Acts, subordinate statutes, or the articles of incorporation. In this case, the shareholders who made the proposal shall, on their request, be given an opportunity to explain the proposal at the general meeting. [This Article Newly Inserted by Act No. 5591, Dec. 28, 1998]

Article 364 (Place of Convocation)

Unless otherwise provided in the articles of incorporation, a general meeting shall be convened at the place of the principal office or at some place adjacent thereto.

Article 365 (Convocation of General Meeting)

(1) An ordinary general meeting shall be convened at least once a year at a fixed time.

(2) In case where a company has determined the settlement of accounts to take place more than two times in a year, a general meeting shall be convened with respect to each of such period for the settlement of accounts.

(3) An extraordinary general meeting shall be convened from time to time whenever necessary.

Article 366 (Demand for Convocation by Minority Shareholders)

(1) Shareholders who hold no less than 3/100 of the total issued and outstanding shares may demand the convocation of an extraordinary general meeting, by filing with the board of directors a written statement of the proposed subject-matters of the meeting together with the reasons for the proposed convocation. <Amended by Act No. 5591, Dec. 28, 1998>

(2) If the steps for the convocation of a general meeting are not taken promptly after the demand mentioned in paragraph (1), the shareholder who made such demand may convene such meeting with the permission of the court. <Amended by Act No. 5591, Dec. 28, 1998>

(3) At a general meeting held in accordance with paragraphs (1) and (2), an inspector may be appointed to investigate the affairs of the company and the status of its property. <Amended by Act No. 5591, Dec. 28, 1998>

Article 366-2 (Maintenance of Order at General Meeting)

(1) The president of the general meeting...