Article 34-2-2(1)A certified public accountant (including a foreign certified public accountant; the same applies below in this Chapter through Chapter V-4 and Chapter VI-2) may incorporate an audit corporation pursuant to the provisions of this Chapter.

(2)The provisions of Articles 1 and 1-2 apply mutatis mutandis to audit corporations.

Article 34-3(1)An audit corporation must use the characters "監査法人" (pronounced "kansa-houjin", and with a literal meaning of "audit corporation" ) in its name.

(2)A limited liability audit corporation must use in its name words categorized by Cabinet Office Order as one indicating that all of the partners are partners with limited liability.

Article 34-4(1)Every partner of an audit corporation must be a certified public accountant or a person who has obtained the registration referred to in Article 34-10-8.

(2)None of the following persons may become a partner of an audit corporation:

(3)The proportion of partners who are certified public accountants among all partners of an audit corporation must, at the minimum be a proportion specified by Cabinet Office Order of not less than fifty per cent.

Article 34-5Beyond the services referred to in Article 2, paragraph (1), an audit corporation may, to the extent that it does not interfere with the relevant services, conduct all or part of the following services pursuant to the provisions of its articles of incorporation:

Article 34-6(1)An audit corporation must register in accordance with the provisions of a Cabinet Order.

(2)The matters required to be registered pursuant to the provisions of the preceding paragraph may not be duly asserted against a third party unless it is after registration.

Article 34-7(1)In order to incorporate an audit corporation, persons who intend to be its partners must jointly establish the articles of incorporation. In this case, the persons who intend to be its partners must include five or more persons who are certified public accountants.

(2)The provisions of Article 30, paragraph (1) of the Companies Act applies mutatis mutandis to the articles of incorporation of an audit corporation.

(3)The articles of incorporation must contain a minimum of the following matters:

(4)When incorporating an unlimited liability audit corporation, the fact that all of its partners will be unlimited liability partners must be stated as the matter stated in item (v) of the preceding paragraph.

(5)When incorporating a limited liability audit corporation, the fact that all of its partners will be limited liability partners must be stated as the matter stated in paragraph (3),item (v).

Article 34-8Deleted.

Article 34-9An audit corporation is to be incorporated by registering its incorporation at the location of its principal office.

Article 34-9-2An audit corporation, when it has been incorporated, must notify the Prime Minister to that effect within two weeks from the date of incorporation by attaching a certificate of the registered matters and a copy of the articles of incorporation.

Article 34-10(1)An audit corporation may change its articles of incorporation with the consent of all partners, except when otherwise provided by the articles of incorporation.

(2)An audit corporation, when it has changed its articles of incorporation, must notify the Prime Minister of the matters related to the change within two weeks from the date of change.

Article 34-10-2(1)With regard to the services referred to in Article 2, paragraph (1) provided by an audit corporation, only the partners who are certified public accountants have the right and obligation to execute the services.

(2)With regard to the services provided by an audit corporation that are listed in the items of Article 34-5, all partners of the audit corporation has the right and obligation to execute the services.

(3)Beyond what is provided for in the preceding two paragraphs, a partner who is a certified public accountant may participate in the decision-making of the audit corporation or engage in the services of the audit corporation as an assistant pursuant to the provisions of the articles of incorporation.

(4)Beyond what is provided for in paragraph (2), a specified partner may participate in the decision-making of the audit corporation or engage in the services of the audit corporation as an assistant pursuant to the provisions of the articles of incorporation.

Article 34-10-3(1)With regard to the services referred to in Article 2, paragraph (1), only the partners who are certified public accountants is to respectively represent the audit corporation; provided, however, that this does not preclude the audit corporation from especially specifying a partner who should represent the audit corporation with regard to the services referred to in the same paragraph from among the partners who are certified public accountants with the consent of all partners who are certified public accountants.

(2)With regard to the services listed in the items of Article 34-5, all partners of an audit corporation is to respectively represent the audit corporation; provided, however, that this does not preclude the audit corporation from especially specifying a partner who should represent the audit corporation with regard to the services referred to in the relevant items from among the partners through the articles of incorporation or with the consent of all partners.

(3)A partner who represents an audit corporation is authorized to perform all of the judicial and extra-judicial acts concerning the services of the audit corporation (in the case of a specified partner, excluding the services referred to in Article 2, paragraph (1)).

(4)Restrictions on the authority referred to in the preceding paragraph may not be duly asserted against a third party without the knowledge of these restrictions.

Article 34-10-4(1)An unlimited liability audit corporation may designate one or several partners to be in charge of services (excluding specified partners; the same applies in the following paragraph and paragraph (6)) with regard to specified attestation.

(2)With regard to the attestation designated under the provisions of the preceding paragraph (referred to below as the "designated attestation" in this Article and Article 34-10-6), only the partners who has been designated (referred to below as the "designated partner" in this Article and Article 34-10-6) has the right and obligation to execute the services.

(3)With regard to the designated attestation, only the designated partner is to represent the unlimited liability audit corporation notwithstanding the provisions of the preceding Article.

(4)An unlimited liability audit corporation, when it has made a designation under the provisions of paragraph (1), must notify the person who intends to receive the attestation (referred to below as an "audit client company, etc." in this Article and Article 34-10-6) to that effect in writing.

(5)An audit client company, etc., with regard to the attestation it intends to receive, may specify a reasonable period of time and request an unlimited liability audit corporation to clarify whether it will make a designation under the provisions of paragraph (1) within such period. In this case, if the unlimited liability audit corporation fails to give a notification referred to in the preceding paragraph within such period, the unlimited liability audit corporation may not make the designation after that; provided, however, that this does not preclude the unlimited liability audit company from making a designation by obtaining the consent of the audit client company, etc.

(6)With regard to the designated attestation, if a designated partner has become unavailable prior to the completion of services for the relevant attestation, the unlimited liability audit corporation must make a new designation. If the unlimited liability audit corporation has failed to make the designation, all partners are deemed to have been designated.

(7)In place of a written notification under the provisions of paragraph (4), an unlimited liability audit corporation may provide the required information through electronic or magnetic means, after obtaining the consent of the audit client company, etc., pursuant to the provisions of Cabinet Office Order. In this case, the unlimited liability audit corporation is deemed to have notified the audit client company, etc. in writing.

Article 34-10-5(1)A limited liability audit corporation, with regard to all attestations carried out by the relevant limited liability audit corporation, must designate one or several partners to be in charge of services (excluding specified partners; the same applies in the following paragraph, paragraph (5) and paragraph (6)) with regard to each attestation.

(2)With regard to the attestation designated under the provisions of the preceding paragraph (referred to below as the "specified attestation" in this Article and the following Article), only the partners who has been designated (referred to below as the "designated limited liability partner" in this Article and the following Article) has the right and obligation to execute the services.

(3)With regard to the specified attestation, only the designated limited liability partner is to represent the limited liability audit corporation notwithstanding the provisions of Article. 34-10-3

(4)A limited liability audit corporation, when it has made a designation under the provisions of paragraph (1), must notify the person who intends to receive attestation to that effect in writing or by any other method specified by Cabinet Office Order.

(5)If there was attestation in which a designation under the provisions of paragraph (1) was not made, all partners are deemed to have been designated with regard to the relevant attestation.

(6)With regard to the specified attestation, if a designated limited liability partner has become unavailable prior to the completion of services for the relevant attestation, the limited liability audit corporation must make a new designation. If the limited liability audit corporation has failed to make the designation, all partners are deemed to have been designated.

Article 34-10-6(1)When an audit corporation is unable to pay its liabilities fully with its assets, each partner is jointly and severally responsible for the payment.

(2)The preceding paragraph applies when compulsory execution on the assets of the audit corporation has failed to prove effective.

(3)The preceding paragraph does not apply when partners of an audit corporation have proved that the audit corporation has financial resources and that execution is easy.

(4)If a designation under the provisions of Article 34-10-4, paragraph (1) has been made and a notice under the provisions of paragraph (4) of the same Article has been given (including if a designation is deemed to have been made pursuant to the provisions of paragraph (6) of the same Article; the same applies in the following paragraph and paragraph (6)), if an unlimited liability audit corporation is unable to pay fully with its assets the liabilities that are to be borne against an audit client company, etc. with regard to the designated attestation, designated partners (including persons who were formerly designated partners; the same applies below in this Article) is jointly and severally responsible for the payment, notwithstanding the provisions of paragraph (1); provided, however, that this does not apply to the case where a withdrawn designated partner has proved that such liabilities have arisen from a cause which occurred after their withdrawal.

(5)In a case where a designation under the provisions of Article 34-10-4, paragraph (1) has been made and a notice under the provisions of paragraph (4) of the same Article has been given, if a compulsory execution on the assets of the unlimited liability audit corporation based on claims that have arisen on the part of an audit client company, etc. with regard to the designated attestation has failed to prove effective, the preceding paragraph applies except when designated partners have proved that the unlimited liability audit corporation has financial resources and that execution is easy.

(6)When a designation under the provisions of Article 34-10-4, paragraph (1) has been made and a notice under the provisions of paragraph (4) of the same Article has been given, and a non-designated partner has participated in services for the designated attestation either before or after the designation, the relevant partner assumes the same responsibility as the one assumed by a designated partner pursuant to the provisions of the preceding two paragraphs, except for a situation where such partner proves that he or she was not in negligence of due care in the designated audit engagement in question. The same applies when the partner has withdrawn from the unlimited liability audit corporation.

(7)A partner of a limited liability audit corporation is responsible for paying the liabilities of the limited liability audit corporation within the limit of the value of their capital contribution (excluding the value of capital contribution that has already been paid to the limited liability audit corporation).

(8)Notwithstanding the provisions of the preceding paragraph, in a case where the designation under the provisions of paragraph (1) of the preceding Article has been made and a notice under the provisions of paragraph (4) of the same Article has been given (including the case where a designation is deemed to have been made pursuant to the provisions of paragraph (5) or (6) of the same Article; the same applies in the following paragraph and paragraph (10)), if a limited liability audit corporation is unable to pay fully with its assets the liabilities that are to be borne with regard to the specified attestation, designated limited liability partners (including persons who were formerly designated limited liability partners; the same applies below in this Article) is jointly and severally responsible for the payment; provided, however, that this does not apply to the case where a withdrawn designated limited liability partner has proved that such liabilities have arisen from a cause which occurred after his/her withdrawal.

(9)If a designation under the provisions of paragraph (1) of the preceding Article has been made and a notice under the provisions of paragraph (4) of the same Article has been given, if a compulsory execution on the assets of the limited liability audit corporation based on claims that have arisen with regard to the specified attestation has failed to prove effective, the preceding paragraph applies except when designated limited liability partners have proved that the limited liability audit corporation has financial resources and that execution is easy.

(10)In a case where a designation under the provisions of paragraph (1) of the preceding Article has been made and a notice under the provisions of paragraph (4) of the same Article has been given, if a non-designated partner has participated in services for the specified attestation either before or after the designation, the relevant partner assumes the same responsibility as the one assumed by a designated limited liability partner pursuant to the provisions of the preceding two paragraphs, except for a situation where such partner proves that he or she was not in negligence of due care in the designated audit engagement in question. The same applies when the partner has withdrawn from the limited liability audit corporation.

(11)Article 612 of the Companies Act applies mutatis mutandis to the withdrawal of a partner from an audit corporation; provided, however, that this does not apply to the liabilities of an unlimited liability audit corporation that are to be assumed against an audit client company, etc. with regard to the designated attestation or the liabilities of a limited liability audit corporation to be assumed with regard to the specified attestation.

Article 34-10-7(1)When a person who is not a partner of an unlimited liability audit corporation has committed an act to make a person falsely believe that they are a partner of an unlimited liability audit corporation, the relevant person who is not a partner of the unlimited liability audit corporation assumes the same responsibility as that of a partner of the unlimited liability audit corporation against a person who has carried out transactions with the unlimited liability audit corporation based on such false belief.

(2)When a person who is not a partner of a limited liability audit corporation has committed an act to induce a false belief that they are a partner of a limited liability audit corporation, the relevant person who is not a partner of the limited liability audit corporation assumes the responsibility to pay, to the extent of the responsibility of having induced such false belief, the liabilities of the relevant limited liability audit corporation against a person who has carried out transactions with the limited liability audit corporation based on such false belief.

(3)When a partner of a limited liability audit corporation has committed an act to induce a false belief as to the limit of their responsibility, the relevant partner of the limited liability audit corporation assumes the responsibility to pay, to the extent of the responsibility of having induced such false belief, the liabilities of the relevant limited liability audit corporation against a person who has carried out transactions with the limited liability audit corporation based on such false belief.

Article 34-10-8A person who intends to be a specified partner must have the person's name, date of birth, the audit corporation to which the person belongs to and any other matters specified by Cabinet Office Order registered on the roster of specified partners (such roster is referred to below as the "specified partners' roster" in this Section) (such registration is simply referred to below as "registration" in this Section (excluding Article 34-10-10, items (vi)-2 through(viii))).

Article 34-10-9The specified partners' roster is kept at the Japanese Institute of Certified Public Accountants.

Article 34-10-10A person who falls under any of the following items may not obtain registration as a specified partner:

Article 34-10-11(1)A person who intends to obtain registration must submit a written application for registration to the Japanese Institute of Certified Public Accountants.

(2)The Japanese Institute of Certified Public Accountants, if a written application for registration has been submitted pursuant to the provisions of the preceding paragraph and if it finds the person seeking registration to be a person who can obtain registration, must make the registration without delay, and if it finds the person seeking registration to be a person who cannot obtain registration, refuse the registration based on a resolution of the qualification screening board.

(3)The Japanese Institute of Certified Public Accountants, when refusing registration pursuant to the provisions of the preceding paragraph, must notify the applicant to that effect by means of a document stating the reason for it.

Article 34-10-12(1)A person whose registration has been refused pursuant to the provisions of paragraph (2) of the preceding Article, and who is dissatisfied with the relevant disposition, may request an administrative review to the Prime Minister.

(2)A person who has submitted a written application for registration pursuant to the provisions of paragraph (1) of the preceding Article, when no disposition has been given for the relevant application after the lapse of three months from the date of the submission of the relevant written application, may deem that the registration has been refused and make a request for administrative review to the Prime Minister.

(3)In the case referred to in the preceding two paragraphs, with regard to the application of the provisions of Article 25, paragraphs (2) and (3) and Article 46, paragraph (2) of the Administrative Complaint Review Act, the Prime Minister is deemed to be a higher administrative authority to the Japan Institute of Certified Public Accountants.

Article 34-10-13When there has been any change in the matters registered, a person who has obtained registration must immediately file an application for the registration of such a change.

Article 34-10-14(1)when a specified partner falls under any of the following items, the Japanese Institute of Certified Public Accountants must delete their registration:

(2)when a specified partner falls under any of the following items, the Japanese Institute of Certified Public Accountants may delete their registration based on a resolution of the qualification screening board:

(3)The provisions of Article 34-10-11, paragraph (3) and Article 34-10-12, paragraphs (1) and (3) apply mutatis mutandis to the deletion of registration under the provisions of item (i) or (ii) of the preceding paragraph, and the provisions of paragraphs (1) and (3) of the same Article apply mutatis mutandis to the deletion of registration under the provisions of item (iii) of the preceding paragraph, respectively. In this case, the term "Article 46, paragraph (2)" in paragraph (3) of the same Article is to be replaced with "Article 46, paragraph (1)".

(4)The Japanese Institute of Certified Public Accountants may not delete the registration of a specified partner under the provisions of paragraph (1), item (i) or paragraph (2), item (ii) or (iii), if the specified partner has been placed under a disposition procedure stated in Article 34-10-17, paragraph (2), until the relevant procedure has been completed.

Article 34-10-15Beyond what is provided for in this Section, the procedure of registration, deletion of registration, specified partners' roster, and other necessary matters concerning registration are specified by Cabinet Office Order.

Article 34-10-16A specified partner must not, without justifiable grounds, divulge to others or misappropriate any secrets that the partner learned concerning the matters handled in the course of services. The same applies after a specified partner ceases to be a specified partner.

Article 34-10-17(1)The dispositions against specified partners are to be of the following three types:

(2)When a specified partner has violated this Act or an order based on this Act, the Prime Minister may issue any of the dispositions listed in the items of the preceding paragraph.

(3)The provisions of Articles 32 through 34 applies mutatis mutandis to dispositions referred to in the preceding paragraph.

Article 34-11(1)An audit corporation must not provide the services referred to in Article 2, paragraph (1) concerning the financial documents that fall under any of the following items:

(2)The substantial interest referred to in item (iv) of the preceding paragraph means a relationship concerning the business, accounting or other matters between an audit corporation or its partner and a company or any other person, which is categorized by Cabinet Order as one for which a restriction of services is necessary and appropriate in order to secure fairness in the services referred to in Article 2, paragraph (1) provided by the audit corporation.

(3)No partner of an audit corporation who has the relationship prescribed in Article 24, paragraph (1) or (3) with a company or any other person must not participate in the services referred to in Article 2, paragraph (1) provided by the relevant audit corporation that pertain to the financial documents of the relevant company or person.

Article 34-11-2(1)When an audit corporation or a corporation or any other body having a relationship that is categorized by Cabinet Office Order as one that is found to be substantially controlled by the relevant audit corporation continuously receives fees for the services referred to in Article 2, paragraph (2) (limited to services related to the preparation of financial documents and any other services specified by Cabinet Office Order; the same applies in the following paragraph) from a large company, etc., the audit corporation must not provide the services referred to in paragraph (1) of the same Article concerning the financial documents of the relevant large company, etc.

(2)When a partner of an audit corporation continuously receives fees for the services referred to in Article 2, paragraph (2) from a large company, etc., the audit corporation must not provide the services referred to in paragraph (1) of the same Article concerning the financial documents of the relevant large company, etc.

Article 34-11-3If an audit corporation provides the services referred to in Article 2, paragraph (1) concerning the financial documents of a large company, etc., and a partner of the relevant audit corporation has provided audit-related services (meaning the audit-related services prescribed in Article 24-3, paragraph (3); the same applies below in this Article through Article 34-11-5) concerning the financial documents for all accounting periods of consecutive accounting periods as specified by Cabinet Order not exceeding seven accounting periods of a large company, etc., the audit corporation must not have the relevant partner provide audit-related services concerning the financial documents of the relevant large company, etc. for an accounting period specified by Cabinet Order which comes in or after the accounting period following the relevant consecutive accounting periods as specified by Cabinet Order.

Article 34-11-4(1)If a large audit corporation provides the services referred to in Article 2, paragraph (1) concerning the financial documents of an issuer of securities listed in a financial instruments exchange or any other person specified by Cabinet Order (referred to below as a "listed securities issuer, etc." in this paragraph), and any partner executing the relevant services who supervises the relevant affairs or any other person specified by Cabinet Office Order (referred to below as a "lead engagement partner, etc." in this paragraph) has provided audit-related services concerning the financial documents for all accounting periods of consecutive accounting periods as specified by Cabinet Order not exceeding five accounting periods of the listed securities issuer, etc., the large audit corporation must not have the relevant lead engagement partner, etc. provide audit-related services concerning the financial documents of the relevant listed securities issuer, etc. for an accounting period specified by Cabinet Order which comes in or after the accounting period following the relevant consecutive accounting periods as specified by Cabinet Order.

(2)The large audit corporation referred to in the preceding paragraph (including when it is applied mutatis mutandis by replacing the terms pursuant to the provisions of paragraph (2) of the following Article) means an audit corporation categorized by Cabinet Office Order as a large-scale audit corporation.

Article 34-11-5(1)When an audit corporation has provided audit-related services concerning the financial documents of a person who intends to list the securities the person issues in a financial instruments exchange or any other person specified by Cabinet Order (excluding a large company, etc.) for the accounting period specified by Cabinet Office Order not exceeding three accounting periods preceding the accounting period that includes the day on which the relevant securities issued by the person are to be listed or includes any other date specified by Cabinet Order, the provisions of Article 34-11-3 applies by deeming the person to be a large company, etc. In this case, the term "audit corporation" in the same Article is deemed to be replaced with "audit corporation that has provided the audit-related services referred to in Article 34-11-5, paragraph (1)".

(2)If a large audit corporation prescribed in paragraph (2) of the preceding Article has provided audit-related services concerning the financial documents of a person who intends to list the securities the person issues in a financial instruments exchange or any other person specified by Cabinet Order for the accounting period specified by Cabinet Office Order not exceeding three accounting periods preceding the accounting period that includes the day on which the relevant securities issued by the person are to be listed or includes any other date specified by Cabinet Order, the provisions of paragraph (1) of the same Article apply by deeming the person to be a listed securities issuer, etc. prescribed in the same paragraph. In this case, the term "large audit corporation" in the same paragraph is deemed to be replaced with "large audit corporation that has provided the audit-related services referred to in paragraph (2) of the following Article".

Article 34-12(1)An audit corporation must not have any person other than a partner provide the services referred to in Article 2, paragraph (1).

(2)When an audit corporation attests the financial documents of a company or any other person, the partner who has executed the services for the relevant attestation must sign the certificate with an indication of his qualification.

(3)In place of an attestation with a certificate under the provisions of the preceding paragraph, an audit corporation may make the attestation by electronic or magnetic means specified by Cabinet Office Order as substitutes for the measures under the provisions of the same paragraph, after obtaining the consent of the company or any other person related to the attestation, pursuant to the provisions of Cabinet Office Order. In this case, the provisions of the same paragraph do not apply.

(4)The provisions of Article 25 applies mutatis mutandis to the case where an audit corporation attests the financial documents of a company or any other person.

Article 34-13(1)An audit corporation must develop the operation control structure pursuant to the provisions of a Cabinet Office Order in order to perform its services fairly and accurately.

(2)The operation control structure prescribed in the preceding paragraph must include the following matters (referred to as the "status of operation of services" in Article 44, paragraph (1), item (xiii), and Article 46-9-2, paragraph (1)):

(3)Service quality control referred to in item (ii) of the preceding paragraph means to take the necessary measures for preventing the occurrence of a situation that would impair the appropriateness, fairness or credibility of services with regard to matters concerning the acceptance and continuance of engagements related to services, the assignment of partners in charge of services or any other persons, engagement performance and monitoring review of services and the implementation of any other services specified by Cabinet Office Order, in accordance with their respective characteristics.

(4)When an audit corporation makes decisions on matters categorized by Cabinet Office Order as important matters related to its activities by a panel consisting of some of its partners, the proportion of partners who are certified public accountants out of the partners constituting the relevant council must be the minimum proportion specified by Cabinet Office Order of not less than fifty per cent.

(5)An audit corporation or its specified partner must not commit an act that would ruin the trust of citizens in audit corporations.

Article 34-14(1)A partner of an audit corporation must not be a partner of another audit corporation.

(2)A partner of an audit corporation must not provide services that fall within the scope of the services of the audit corporation on their own behalf and on the behalf of a third party; provided, however, that this does not apply if services that fall under the relevant scope of services are the services referred to in Article 2, paragraph (2), and the consent of all partners other than the relevant partner has been obtained with regard to the provision of the services that fall under the relevant scope of services.

(3)When, in violation of the provisions of the preceding paragraph, a partner of an audit corporation has provided services that fall under the scope of services provided by the audit corporation on their own behalf or on behalf of a third party, the amount of the profit gained by the relevant partner or by the third party from the services are presumed to be the amount of damage caused to the audit corporation.

Article 34-14-2The provisions of Article 28-2 applies mutatis mutandis to a partner who executed the services in the case where an audit corporation has provided the services referred to in Article 2, paragraph (1) concerning the financial documents of a company or any other person.

Article 34-14-3The provisions of Article 28-3 applies mutatis mutandis to audit corporations.

Article 34-15The fiscal year of an audit corporation commences on April 1 of each year and terminate on March 31 of the following year; provided, however, that this does not apply if otherwise provided for by the articles of incorporation.

Article 34-15-2The accounting of an audit corporation is made in accordance with the generally accepted accounting practices for business enterprises.

Article 34-15-3(1)An audit corporation must prepare accurate accounting books on a timely basis in accordance with Cabinet Office Order.

(2)An audit corporation must preserve accounting books and important materials relating to its services for ten years after closing the accounting books.

Article 34-15-4A court may order a party concerned in a lawsuit to submit all or part of its accounting books on a motion or by the court's own authority.

Article 34-16(1)An audit corporation must prepare a balance sheet as of the date of incorporation, in accordance with Cabinet Office Order.

(2)An audit corporation must prepare financial statement accounting (meaning a balance sheet, profit and loss statement and other documents categorized by Cabinet Office Order as those necessary and appropriate for indicating the status of the property and the profit and loss of the audit corporation; the same applies in the following Article and Article 34-32, paragraph (1)) and a business report describing the general situation of its business and other matters specified by Cabinet Office Order, and submit those documents to the Prime Minister within two months after the termination of each fiscal year.

(3)The documents referred to in the preceding paragraph may be prepared or submitted in the form of an electronic or magnetic record.

(4)An audit corporation must preserve the documents referred to in paragraph (2) for ten years from when the documents have been prepared.

Article 34-16-2A court may order a party concerned in a lawsuit to submit all or part of the financial statements on a motion or by the court's own authority.

Article 34-16-3(1)An audit corporation, in each business year, prepare explanatory documents containing matters categorized by Cabinet Office Order as those concerning the status of business and property, must keep them at the office of the relevant audit corporation and make them available for public inspection.

(2)The explanatory documents prescribed in the preceding paragraph may be prepared in the form of electronic or magnetic records.

(3)When the explanatory documents prescribed in paragraph (1) have been prepared in the form of electronic or magnetic records, an audit corporation may take a measure categorized by Cabinet Office Order as one for making information on the contents of the relevant explanatory documents available for many and unspecified persons by electronic or magnetic means at the office of the audit corporation. In this case, the explanatory documents referred to in the same paragraph is deemed to have been kept and made available for public inspection pursuant to the provisions of the same paragraph.

(4)Beyond what is provided for in the preceding three paragraphs, the period during which the explanatory documents prescribed in paragraph (1) is provided for public inspection and any other necessary matters concerning the application of the provisions of the preceding three paragraphs are specified by Cabinet Office Order.

Article 34-17A partner of an audit corporation is to withdraw from the audit corporation based on the following reasons:

Article 34-18(1)An audit corporation is to be dissolved based on the following reasons:

(2)Beyond the cases provided for in the preceding paragraph, also in the case where the number of partners who are certified public accountants becomes no more than four and the number of partners who are certified public accountants fails to become five or more for six consecutive months from such date, an audit corporation is to dissolve when the relevant six months have elapsed.

(3)An audit corporation, when it has been dissolved based on any reason other than those referred to in paragraph (1), items (iii) and (vi), must notify the Prime Minister to that effect within two weeks from the date of dissolution.

Article 34-19(1)An audit corporation, with the consent of all partners, may merge with other audit corporations.

(2)A merger is to take effect by a registration made at the location of the principal office by the audit corporation surviving the merger or by the audit corporation incorporated as a result of the merger.

(3)An audit corporation, when it has carried out a merger, must notify the Prime Minister to that effect by attaching a certificate of the registered matters (in the case of an audit corporation incorporated as a result of a merger, a certificate of the registered matters and a copy of the articles of incorporation) within two weeks from the date of merger.

(4)An audit corporation surviving a merger or an audit corporation incorporated as a result of a merger is to succeed to the rights and obligations of the audit corporation that became extinct through the relevant merger (including rights and obligations based on a disposition issued by an administrative agency with regard to the services provided by the relevant audit corporation).

Article 34-20(1)Any creditor of an audit corporation carrying out a merger may state an objection to the relevant audit corporation with regard to the merger.

(2)An audit corporation carrying out a merger must give public notice of the following matters in the Official Gazette and give notice separately to the known creditors; provided, however, that the period referred to in item (iii) may not be less than one month:

(3)Notwithstanding the provisions of the preceding paragraph, when an audit corporation carrying out a merger gives public notice under the provisions of the same paragraph by the method referred to in Article 939, paragraph (1), item (ii) or (iii) of the Companies Act in accordance with the provisions of its articles of incorporation under the provisions of Article 939, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to paragraph (6), beyond one in the Official Gazette, it is not necessary to give the individual notice under the provisions of the preceding paragraph; provided, however, that, when the audit corporation surviving the merger or the audit corporation incorporated as a result of the merger is a limited liability audit corporation, and the audit corporation to become extinct through the merger is an unlimited liability audit corporation, this does not apply to the relevant unlimited liability audit corporation to become extinct through the merger.

(4)If a creditor does not state an objection during the period referred to in paragraph 2, item (iii), the relevant creditor is deemed to have approved the relevant merger.

(5)If a creditor has stated an objection during the period referred to in paragraph (2),item (iii), the audit corporation carrying out the merger must make a payment or provide reasonable collateral to the creditor, or entrust reasonable property to a trust company, etc. (meaning a trust company and a financial institution providing trust services (which means a financial institution that has obtained the approval referred to in Article 1, paragraph (1) of the Act on Engagement in Trust Business Activities by Financial Institutions (Act No. 43 of 1943))) for the purpose of having the relevant creditor receive a payment; provided, however, that this does not apply when the relevant merger does not risk harming the relevant creditor.

(6)The provisions of Article 939, paragraph (1) (limited to the portions related to items (ii) and (iii)) and Article 939, paragraph (3), Article 940, paragraph (1) (limited to the portion related to item (iii)) and Article 940, paragraph (3), Article 941, Article 946, Article 947, Article 951, paragraph (2), Article 953, and Article 955 of the Companies Act applies mutatis mutandis to the case where an audit corporation gives public notice under the provisions of paragraph (2). In this case, the term "method of public notice" in Article 939, paragraphs (1) and (3) of the same Act is deemed to be replaced with "method of public notice of a merger", and the term "trade name" in Article 946, paragraph (3) of the same Act is deemed to be replaced with "name".

Article 34-20-2The provisions of Article 828, paragraph (1) (limited to the portions related to items (vii) and (viii)) and Article 828, paragraph (2) (limited to the portions related to items (vii) and (viii)), Article 834 (limited to the portions related to items (vii) and (viii)), Article 835, paragraph (1), Article 836 , paragraphs (2) and (3), Articles 837 through 839, Article 843 (excluding paragraph (1),items (iii) and (iv) and the proviso to paragraph (2)), and Article 846 of the Companies Act applies mutatis mutandis to actions for the invalidation of mergers of audit corporations, whereas the provisions of Article 868, paragraph (6), Article 870, paragraph (2) (limited to the portion related to item (vi)), Article 870-2, the main clause of Article 871, Article 872 (limited to the portion related to item (v)), Article 872-2, the main clause of Article 873, Article 875, and Article 876 apply mutatis mutandis to a motion referred to in Article 843,item (iv) of the same Act as applied mutatis mutandis pursuant to this Article.

Article 34-21(1)When an audit corporation has violated this Act (excluding Article 34-10-5 and the following Chapter; the same applies below in this paragraph and item (iii) of the following paragraph) or an order based on this Act, or where operation of the services referred to in Article 2, item (1) provided by an audit corporation are found to be grossly inappropriate and if it is found necessary for securing the fair operation of the services referred to in the same paragraph, the Prime Minister may give the necessary instruction (excluding ordering an improvement of the operation control structure pursuant to the provisions of the following paragraph or prohibiting a partner from participating in all or part of the services or decision-making of an audit corporation pursuant to the provisions of paragraph (3), in the case of falling under item (iii) of the following paragraph).

(2)The Prime Minister, when an audit corporation falls under any of the following items, issue an admonition, may order an improvement of the operation control structure prescribed in Article 34-13, paragraph (1), order the suspension of all or part of the services by specifying a period not exceeding two years, or order the dissolution of the audit corporation:

(3)The Prime Minister, when an audit corporation falls under any of the items of the preceding paragraph, may prohibit the relevant audit corporation from having a partner who is found to be largely responsible for the audit corporation to have fallen under the relevant item participate in all or part of the services or decision-making of the relevant audit corporation, by specifying a period not exceeding two years.

(4)The provisions of Articles 32 to 34 inclusive apply mutatis mutandis to the dispositions referred to in the preceding two paragraphs.

(5)An audit corporation that has been placed under a procedure of disposition under the provisions of paragraph (2) or (3) is deemed to remain extant with regard to the application of the provisions of this Article until the relevant procedure has been completed, even after the completion of its liquidation.

(6)If an audit corporation is to be punished pursuant to the provisions of paragraph (2) or paragraph (3), and a fact that falls under Article 30 or Article 31 exists with regard to a certified public accountant who is a partner of the relevant audit corporation, the provisions of paragraphs (2) and (3) are not to be construed so as to preclude the cumulative imposition of a disciplinary action against the certified public accountant who is a partner of the audit corporation.

(7)If an audit corporation is to be punished pursuant to the provisions of paragraph (2) or (3), and a fact that falls under Article 34-10-17, paragraph (2) exists with regard to a specified partner of the relevant audit corporation, the provisions of paragraphs (2) and (3) is not to be construed so as to preclude the cumulative imposition of a disposition referred to in the same paragraph against the relevant specified partner.

Article 34-21-2(1)When an audit corporation has attested the financial documents of a company or any other person, and there is a fact whereby the relevant audit corporation falls under paragraph (2),item (i) or (ii) of the preceding Article, the Prime Minister must order the relevant audit corporation to pay a surcharge of the amount specified in each of the following items for the category of cases respectively stated in each item to the Treasury in accordance with the procedure prescribed in Articles 34-40 through 34-62:

(2)Notwithstanding the provisions of the preceding paragraph, the Prime Minister may, in the following cases, refrain from ordering the audit corporation referred to in the same paragraph to pay a surcharge referred to in the same paragraph:

(3)When the amount of the surcharge calculated pursuant to the provisions of paragraph (1) is less than ten thousand yen, payment of the surcharge may not be ordered.

(4)When the amount of surcharge calculated pursuant to the provisions of paragraph (1) includes an odd amount of less than ten thousand yen, the odd amount is omitted.

(5)A person who has received an order under the provisions of paragraph (1) must pay the surcharge under the provisions of the same paragraph.

(6)If an audit corporation has become extinct through a merger, the provisions of this Article applies by deeming the acts committed by the relevant audit corporation to be acts committed by the audit corporation surviving the merger or the audit corporation incorporated as a result of the merger.

(7)The provisions of Article 32, paragraph (1) through (3), Article 33, Article 34 and paragraphs (5) through (7) of the preceding Article apply mutatis mutandis to an order under the provisions of paragraph (1). In this case, the term "paragraph (2) or (3)" in the provisions of paragraphs (5) through (7) of the preceding Article is deemed to be replaced with "paragraph (1) of the following Article".

Article 34-22(1)The provisions of Article 4 of the Act on General Incorporated Associations and General Incorporated Foundations (Act No. 48 of 2006) and Article 600, Article 604, paragraphs (1) and (2), Article 618, Article 621, Article 622 and Article 624 of the Companies Act apply mutatis mutandis to audit corporations, the provisions of Article 581, Article 582, Article 585, paragraphs (1) and (4), Article 586, Article 593, Article 595, Article 596, Article 601, Article 605, Article 606, Article 609, paragraphs (1) and (2), Article 611 (excluding the proviso to paragraph (1)) and Article 613 of the same Act apply mutatis mutandis to partners of audit corporations, and the provisions of Articles 859 through 862 and Article 937 (limited to the portions related to item (i),(k) and (l)) of the same Act apply mutatis mutandis to the expulsion of a partner of an audit corporation and actions for the extinction of the right to execute services and the authority of representation of an audit corporation. In this case, the term "trade name" in Article 613 of the same Act is deemed to be replaced with "name", the term "Ministry of Justice Order" in Article 618, paragraph (1),item (ii) of the same Act is deemed to be replaced with "Cabinet Office Order", and the phrase "Article 594, paragraph (1) (including the case where it is applied mutatis mutandis pursuant to the provisions of Article 598, paragraph (2))" in Article 859, item (ii) of the same Act is deemed to be replaced with "Article 34-14, paragraph (1) or (2) of the Certified Public Accountants Act".

(2)The provisions of Article 644 (excluding item (iii)), Articles 645 through 649, Article 650, paragraphs (1) and (2), Article 651, paragraphs (1) and (2) (excluding the portion related to application mutatis mutandis of Article 594 of the same Act), Article 652, Article 653, Articles 655 through 659, Articles 662 through 664, Article 666, Article 667, Article 672, Article 673, Article 675, Article 863, Article 864, Article 868, paragraph (1), Article 869, Article 870, paragraph (1) (limited to the portions related to items (i) and (ii)), Article 871, Article 872 (limited to the portion related to item (iv)), Article 874 (limited to the portions related to items (i) and (iv)), Article 875, and Article 876 of the Companies Act apply mutatis mutandis to the dissolution and liquidation of audit corporations. In this case, the term "Article 641, item (v)" in Article 644, item (i) of the Companies Act is deemed to be replaced with "Article 34-18, paragraph (1), item (iii) of the Certified Public Accountants Act", the term "Article 641 (iv) or (vii)" in Article 647, paragraph (3) of the same Act is deemed to be replaced with "Article 34-18, paragraph (1),item (v) or (vi) or Article 34-18, paragraph (2) of the Certified Public Accountants Act", the term "Ministry of Justice Order" in Article 658, paragraph (1) of the same Act is deemed to be replaced with "Cabinet Office Order", and the term "Article 580" in Article 673, paragraph (1) of the same Act is deemed to be replaced with "Article 34-10-6 of the Certified Public Accountants Act".

(3)The provisions of Articles 668 through 671 of the Companies Act apply mutatis mutandis to the voluntary liquidation of unlimited liability audit corporations. In this case, the term "Article 641, items (i) through (iii)" in Article 668, paragraph (1) and Article 669 of the same Act is deemed to be replaced with "Article 34-18, paragraph (1), item (i) or (ii) of the Certified Public Accountants Act", the term "Ministry of Justice Order" in Article 669 of the same Act is deemed to be replaced with "Cabinet Office Order", the term "that paragraph" in paragraph (2) of the same Article is deemed to be replaced with "paragraph (1) of the preceding Article", and the term "Article 939, paragraph (1)" in Article 670, paragraph (3) of the same Act is deemed to be replaced with "Article 939, paragraph (1) as applied mutatis mutandis pursuant to Article 34-20, paragraph (6) of the Certified Public Accountants Act".

(4)The provisions of Article 824, Article 826, Article 868, paragraph (1), Article 870 , paragraph (1) (limited to the portion related to item (x)), the main clause of Article 871, Article 872 (limited to the portion related to item (iv)), the main clause of Article 873, Article 875, Article 876, Article 904, and Article 937, paragraph (1) (limited to the portion related to item (iii),(b)) of the Companies Act apply mutatis mutandis to the order of the dissolution of audit corporations, and the provisions of Article 825, Article 868, paragraph (1), Article 870, paragraph (1) (limited to the portion related to item (i)), Article 871, Article 872 (limited to the portions related to items (i) and (iv)), Article 873, Article 874 (limited to the portions related to items (ii) and (iii)), Article 875, Article 876, and Article 905 through Article 906-2 of the Companies Act apply mutatis mutandis to the preservation of the property of an audit corporation upon a motion referred to in Article 824, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to the provisions of this paragraph.

(5)The provisions of Article 828, paragraph (1) (limited to the portion related to item (i)) and Article 828, paragraph (2) (limited to the portion related to item (i)), Article 834 (limited to the portion related to item (i)), Article 835, paragraph (1), Articles 837 through 839, and Article 846 of the Companies Act apply mutatis mutandis to the action for invalidation of the incorporation of an audit corporation.

(6)The provisions of Article 833, paragraph (2), Article 834 (limited to the portion related to item (xxi)), Article 835, paragraph (1), Article 837, Article 838, Article 846, and Article 937, paragraph (1) (limited to the portion related to item (i),(i)) of the Companies Act apply mutatis mutandis to the action for the dissolution of an audit corporation.

(7)With regard to the application of the provisions of Article 16 of the Bankruptcy Act (Act No.75 of 2004), an unlimited liability audit corporation is deemed to be a general partnership company.

(8)An unlimited liability audit corporation is to become a limited liability audit corporation by changing its articles of incorporation to make all of its partners limited liability partners.

(9)A limited liability audit corporation becomes an unlimited liability audit corporation by changing its articles of incorporation to make all of its partners unlimited liability partners.

(10)An audit corporation, when it has made a change to the articles of incorporation referred to in the preceding two paragraphs, must notify the Prime Minister to that effect within two weeks from the date of change.

(11)In the case of making a change to the articles of incorporation referred to in paragraph (8), if any partner of the unlimited liability audit corporation that is making the relevant change to the articles of incorporation has not completed the payment or delivery related to the capital contribution to the limited liability audit corporation resulting from the relevant change to the articles of incorporation, the relevant change to the articles of incorporation is to take effect on the day when the relevant payment or delivery has been completed.

(12)The provisions of Article 34-14, paragraph (1) and Article 34-17 (limited to the portions related to items (iii) through (v)) of this Act, Article 604, items (i) and (ii), Article 606, Article 609, paragraphs (1) and (2), Article 621, Article 622 and Article 624 of the Companies Act as applied mutatis mutandis pursuant to paragraph (1) of this Article, and paragraph (8) of this Article does not apply to an audit corporation to be placed into liquidation pursuant to the provisions of Article 644 (excluding item (iii)) of the Companies Act as applied mutatis mutandis pursuant to paragraph (2) of this Article.

Article 34-23(1)The provisions of Article 207 (excluding paragraph (9), item (i)), Article 604, paragraph (3), Article 620, Article 623, paragraph (1), Articles 625 through 636, Article 660, Article 661 and Article 665 of the Companies Act apply mutatis mutandis to limited liability audit corporations. In this case, the term "Ministry of Justice Order" in these provisions is deemed to be replaced with "Cabinet Office Order", the phrase "the matters listed in Article 199, paragraph (1), item (iii)" in Article 207, paragraph (1) of the Companies Act is deemed to be replaced with "property other than money as the object of capital contribution", the phrase "provided for in that item" in the same paragraph is deemed to be replaced with "other than money", the phrase "provided for in Article 199, paragraph (1), item (iii)" in paragraph (7) and paragraph (9), items (ii) through (v) of the same Article is deemed to be replaced with "of property other than money", the term "subscriber for Shares for Subscription" in paragraph (8) of the same Article is deemed to be replaced with "person who intends to become a partner", the phrase "their applications for subscription for Shares for Subscription, or their manifestation of intention relating to the contract provided for in Article 205, paragraph (1)" in the same paragraph is deemed to be replaced with "the persons offer for capital contribution", the phrase "director, an accounting advisor, a company auditor or executive officer," in paragraph (10), item (i) of the same Article is deemed to be replaced with "partner", the phrase "employee including a manager" in the same item is deemed to be replaced with "employee", the term "subscriber for shares for subscription" in item (ii) of the same paragraph is deemed to be replaced with "person who intends to become a partner", the term "the preceding paragraph" in Article 604, paragraph (3) of the same Act is deemed to be replaced with "the preceding paragraph as applied mutatis mutandis pursuant to Article 34-22, paragraph (1) of the Certified Public Accountants Act", the term "business year" in Article 631, paragraph (1) of the same Act is deemed to be replaced with "fiscal year", the term "Article 624, paragraph (1)" in Article 632 , paragraph (1) of the same Act is deemed to be replaced with "Article 624, paragraph (1) as applied mutatis mutandis pursuant to Article 34-22, paragraph (1) of the Certified Public Accountants Act", the phrase "a demand is made under the provisions of the first sentence of Article 624 , paragraph (1)" in paragraph (2) of the same Article is deemed to be replaced with "a demand is made under the provisions of the first sentence of Article 624, paragraph (1) as applied mutatis mutandis pursuant to Article 34-22, paragraph (1) of the Certified Public Accountants Act", and the phrase "the demand under the first sentence of Article 624, paragraph (1)" in the same paragraph is deemed to be replaced with "the demand under the first sentence of Article 624, paragraph (1) as applied mutatis mutandis pursuant to Article 34-22, paragraph (1) of the Certified Public Accountants Act", and any other necessary technical replacement of terms is specified by Cabinet Order.

(2)The provisions of Article 33 (excluding paragraph (11), item (ii)), Article 52, Article 212 (excluding paragraph (1), item (i)) and Article 578 of the Companies Act apply mutatis mutandis to a person who intends to become a partner of a limited liability audit corporation. In this case, the term "the matters listed in each item of Article 28" in Article 33, paragraph (1) of the Companies Act is deemed to be replaced with "that property other than money may be made the object of capital contribution", the term "Article 30, paragraph (1)" in the same paragraph is deemed to be replaced with "Article 30, paragraph (1) as applied mutatis mutandis pursuant to Article 34-7, paragraph (2) of the Certified Public Accountants Act", the term "Ministry of Justice Order" in paragraphs (4), (6) and paragraph (10), item (ii) of the same Article is deemed to be replaced with "Cabinet Office Order", the phrase "matters listed in each item of Article 28" in paragraphs (7) and (8) of the same Article is deemed to be replaced with "the value of property other than money", the phrase "under Article 28, items (i) and (ii) of " in paragraph (10), item (i) of the same Article is deemed to be replaced with "other than money", the phrase "Matters listed in items (i) and (ii) of the same Article" in the same item is deemed to be replaced with "The value of the relevant property other than money", the phrase "Matters listed in Article 28, items (i) and (ii) with respect to" in item (ii) of the same paragraph is deemed to be replaced with "The value of", the phrase "Matters listed in Article 28, items (i) and (ii)" in item (iii) of the same paragraph is deemed to be replaced with "The value of the relevant property other than money", the term "An incorporator" in paragraph (11), item (i) of the same Article is deemed to be replaced with "A person who intends to become a partner of a limited liability audit corporation", the phrase "A director at incorporation (referring to a director at incorporation prescribed in Article 38, paragraph (1)) or an Auditor at Incorporation (referring to an Auditor at Incorporation prescribed in Paragraph 3, item (ii) of the Article)" in item (iii) of the same paragraph is deemed to be replaced with "A partner of a limited liability audit corporation", the phrase "the value of the properties contributed in kind at formation of a stock company is substantially short of the value specified or recorded in the articles of incorporation with respect to the properties contributed in kind" in Article 52, paragraph (1) of the same Act is deemed to be replaced with "the value of the property other than money that has been made the object of capital contribution is substantially short of the value specified or recorded in the articles of incorporation with respect to the property other than money", the term "Directors at Incorporation" in the same paragraph and paragraph (2) of the same Article is deemed to be replaced with "partners of the limited liability audit corporation", the term "Properties Contributed in Kind" in the same paragraph is deemed to be replaced with "property other than money", the phrase "matters listed in Article 28, item (i) or (ii)" in item (i) of the same paragraph is deemed to be replaced with "property other than money", the term "Article 33, paragraph (10), item (iii)" in paragraph (3) of the same Article is deemed to be replaced with "Article 33, paragraph (10), item (iii) as applied mutatis mutandis pursuant to Article 34-23, paragraph (2) of the Certified Public Accountants Act", the term "Properties Contributed in Kind" in Article 212 of the same Act is deemed to be replaced with "property other than money", the phrase "a shareholder of the shares for subscription pursuant to the provisions of Article 209, paragraph (1)" in paragraph (1), item (ii) of the same Article is deemed to be replaced with "partner", the phrase "provided for under Article 199, paragraph (1), item (iii)" in the same item is deemed to be replaced with "of property other than money", the phrase "prescribed under Article 19, paragraph 9, paragraph (1), item (iii)" in paragraph (2) of the same Article is deemed to be replaced with "of property other than money", the phrase "their application for subscription for shares for subscription or their manifestation of intention relating to the contract provided for in Article 205, paragraph (1)" in the same paragraph is deemed to be replaced with "the persons capital contribution", and the phrase "If a membership company to be incorporated is a limited liability company" in Article 578 of the same Act is deemed to be replaced with "In the case of incorporating a limited liability audit corporation", and any other necessary technical replacement of terms are specified by Cabinet Order.

(3)The provisions of Article 213 (excluding paragraph (1), items (ii) and (iii)), Article 583 (excluding paragraph (2)) and Article 597 of the Companies Act apply mutatis mutandis to partners of limited liability audit corporations. In this case, the term "Ministry of Justice Order" in Article 213, paragraph (1), item (i) of the Companies Act is deemed to be replaced with "Cabinet Office Order", the term "Article 207, paragraph (2)" in paragraph (2), item (i) of the same Article is deemed to be replaced with "Article 207, paragraph (2) as applied mutatis mutandis pursuant to Article 34-23, paragraph (1) of the Certified Public Accountants Act", the term "Properties Contributed in Kind" in the same paragraph and paragraph (4) of the same Article is deemed to be replaced with "property other than money", and the term "Directors, etc." in item (i) of the same paragraph is deemed to be replaced with "Partners of the limited liability audit corporation", and any other necessary technical replacement of terms is specified by Cabinet Order.

(4)The provisions of Article 939, paragraph (1) (limited to the portions related to items (ii) and (iii)), Article 939, paragraph (3), Article 940, paragraph (1) (limited to the portion related to item (iii)), Article 940, paragraph (3), Article 941, Article 946, Article 947, Article 951, paragraph (2), Article 953 and Article 955 of the Companies Act apply mutatis mutandis to the case where a limited liability audit corporation gives public notice under the provisions of Article 627, paragraph (3) or Article 635, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to paragraph (1) of this Article. In this case, the term "trade name" in Article 946, paragraph (3) of the Companies Act is deemed to be replaced with "name", and any other necessary technical replacement of terms are specified by Cabinet Order.

(5)The provisions of Article 868, paragraph (1), Article 869, Article 870, paragraph (1) (excluding the portions related to item (i), items (iii) and (iv)), Article 871, Article 872 (limited to the portion related to item (iv)), Article 874 (limited to the portions related to items (i) and (iv)), Article 875 and Article 876 of the Companies Act apply mutatis mutandis to Article 207 of the Companies Act as applied mutatis mutandis pursuant to paragraph (1) of this Article, the election of an inspector under the provisions of Article 33 of the Companies Act as applied mutatis mutandis pursuant to paragraph (2) of this Article and the case where a limited liability audit corporation files a petition for permission under the provisions of Article 661, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to paragraph (1) of this Article. In this case, the term "Directors at Incorporation, persons who contribute by any property other than money referred to in Article 28, item (i) and the assignor referred to in item (ii) of the same Article" in Article 870 (1), item (iii) of the Companies Act is deemed to be replaced with "partners of the limited liability audit corporation or persons who intend to become partners of the limited liability audit corporation", and the phrase "property other than money pursuant to the provisions of Article 199, paragraph (1), item (iii) or Article 236, paragraph (1),item (iii)" in item (iv) of the same Article is deemed to be replaced with "property other than money", and any other necessary technical replacement of terms are specified by Cabinet Order.

(6)The provisions of Article 620, Article 623, paragraph (1), Article 626 and Article 627 of the Companies Act as applied mutatis mutandis pursuant to paragraph (1) do not apply to a limited liability audit corporation to be placed into liquidation pursuant to the provisions of Article 644 (excluding item (iii)) of the Companies Act as applied mutatis mutandis pursuant to paragraph (2) of the preceding Article.