일본 신회사법상의 회계참여제도

Under the New Company Law, as a new organ of company assignment of Accounting Counselor is founded. Accounting Counselor is corporate officer who helps prepare the company's accounting statements. The purpose of this new organ is to let such Accounting Counselor work on those accounting process together with operational organs of a company in order to secure accuracy and legality of financial statements. Companies can assign such Accounting Counselor optionally by themselves in all types of organization design. The duties of Accounting Counselor are to make financial statements, attachments for details, consolidated financial statements etc. together with provision of Accounting Counsel reports in cooperation with Board Directors etc. In order to accomplish the duties, Accounting Counselor has right of requiring inspection and reports, obligation of reporting, obligation to attend Board Meeting, obligation to make statements at General Meetings, obligation of keeping and checking financial statements. The Accounting Counselor should be either of certified public accountants, auditing companies, qualified tax accountants or tax accountant companies. To set up Accounting Counselor, Companies need to put an article to set Accounting Counselor in the articles of incorporation and elect or dismiss them by resolution of General Meetings. Those shareholders who have the majority (1/2 or more) of the resolution rights of the shareholder can exercise the resolution rights (it is possible to make it to the ratio of 1/3 or more by the articles of incorporation) in a General Meeting upon attendance of the majority (1/2 or more) of the resolution rights (it is possible to make it by the articles of incorporation above 1/2) to elect or dismisses Accounting Counselor. Beside, the Accounting Counselor can express their points of view about the election, dismissal or the resignation of the Accounting Counselor in the General Meeting. The term of office of the Accounting Counselor is “By the date the Annual General Meeting closed, which held within 2 years since the date of election” as well as Board Directors'. Accounting Counselor must assume responsibility to compensate for damages given to the company due to negligence on their duties, and such cases can be subjects of lawsuits filed by the shareholders. In principle this responsibility cannot be exempted unless all the shareholders agreed to do so. However, in case Accounting Counselor were in good faith with no serious faults they can be partially exempted from the responsibility by resolution of “General Meeting”, “the articles of incorporation and corporate resolution” or “the articles of incorporation and contracts of limited liability”. On the other hand, in case Accounting Counselor executed their duties in ill-intention or with serious faults, or prepared financial statements with false they shall bear the liabilities to compensate damages to third parties.