Articles of Incorporation

Toyota Motor Corporation
26 June 2006



(English Translation)




                        ARTICLES OF INCORPORATION




                       TOYOTA MOTOR CORPORATION


             ARTICLES OF INCORPORATION OF TOYOTA MOTOR CORPORATION
                         (As amended on June 23, 2006)





                         CHAPTER I. GENERAL PROVISIONS



Article 1. (Trade Name)

     The name of the Corporation shall be 'Toyota Jidosha Kabushiki Kaisha' to
be expressed in English as 'TOYOTA MOTOR CORPORATION'.



Article 2. (Purpose)

     The purpose of the Corporation shall be to engage in the following
businesses:

     (1) the manufacture, sale, leasing and repair of motor vehicles, industrial
vehicles, ships, aircraft, other transportation machinery and
apparatus, spacecraft and space machinery and apparatus, and parts
thereof;

     (2) the manufacture, sale, leasing and repair of industrial machinery and
apparatus and other general machinery and apparatus, and parts
thereof;

     (3) the manufacture, sale, leasing and repair of electrical machinery and
apparatus, and parts thereof;

     (4) the manufacture, sale, leasing and repair of measuring machinery and
apparatus, and medical machinery and apparatus, and parts thereof;

     (5) the manufacture and sale of ceramics and products of synthetic resins,
and materials thereof;

     (6) the manufacture, sale and repair of construction materials and
equipment, furnishings and fixtures for residential buildings;

     (7) the planning, designing, supervision, execution and undertaking of
construction works, civil engineering works, land development, urban
development and regional development;

     (8) the sale, purchase, leasing, brokerage and management of real estate;


     (9) the service of information processing, information communications and

information supply, and the development, sale and leasing of software;

    (10) the design and development of product sales systems that utilize
networks such as the Internet; sale, leasing, maintenance of computers
included within such systems, and sales of products by utilizing such
systems;

    (11) the inland transportation, marine transportation, air transportation,
stevedoring, warehousing and tourism businesses;

    (12) the printing, publishing, advertising and publicity, general leasing,
security and workers dispatch businesses;

    (13) the credit card operations, purchase and sale of securities, investment
consulting, investment trust operation, and other finantial servieces;

    (14) the operation and management of such facilities as parking lots,
showrooms, educational facilities, medical care facilities, sports
facilities, marinas, airfields, food and drink stands and restaurants,
lodging facilities, retail stores and others;

    (15) the non-life insurance agency business and life insurance agency
business;

    (16) the production and processing by using biotechnology of agricultural
products including trees, and the sale of such products;

    (17) the sale of goods related to each of the preceding items and mineral
oil;

    (18) the conducting of engineering, consulting, invention and research
relating to each of the preceding items and the utilization of such
invention and research; and

    (19) any businesses incidental to or related to any of the preceding items.



Article 3. (Location of Principal Office)

     The principal office of the Corporation shall be located in Toyota City,
Aichi Prefecture, Japan.



Article 4. (Public Notices)

     Public notices of the Corporation shall be given in the newspapers 'The
Nihon Keizai Shimbun', published in Tokyo, Japan and 'The Chunichi Shimbun',
published in Nagoya City, Japan.





                              CHAPTER II.  SHARES



Article 5. (Total Number of Authorized Shares and Issuance of Share
         Certificates)

     1.  The total number of shares which the Corporation is authorized to issue
shall be ten billion (10,000,000,000).

     2.  The Corporation shall issue share certificates representing its issued
shares.



Article 6. (Number of Shares Constituting One Unit (tangen), Rights to Shares

         Constituting Less than One Unit (tangen) and Non-issuance of Share

         Certificates for Shares Constituting Less than One Unit (tangen))

     1.  The number of shares constituting one unit(tangen) of shares of the
Corporation shall be one hundred (100).

     2.  The shareholders of the Corporation are not entitled to exercise any
rights to shares constituting less than one unit (tangen) of shares held by the
shareholders, other than the rights provided for in each Item of Article
189,Paragraph 2 of the Corporation Act (Kaisha-hou).

     3.  Notwithstanding Paragraph 2 of the preceding Article, the Corporation
may choose not to issue share certificates representing its shares constituting
less than one unit(tangen)of shares.



Article 7. (Acquisition of Own Shares)

     The Corporation may acquire its own shares by a resolution of the Board of
Directors in accordance with the provisions of Article 165, Paragraph 2 of the
Corporation Act.



Article 8. (Transfer Agent)

     1.  The Corporation shall have a transfer agent (Kabunushimeibo-Kanrinin).

     2.  The transfer agent and the location of its office shall be designated
by a resolution of the Board of Directors, and public notice thereof shall be
given.

     3.  The register of shareholders (including the register of beneficial
shareholders; hereinafter the same interpretation being applicable), the
register of lost share certificates, and the register of stock acquisition
rights shall be kept at the office of the transfer agent. The entry or recording
into the register of shareholders, the register of lost share certificates and
the register of stock acquisition rights, the purchase of shares constituting
less than one unit(tangen)and any other matters related to the shares and stock
acquisition rights shall be handled by the transfer agent and not by the
Corporation.



Article 9. (Share Handling Regulations)

     The denomination of the share certificates issued by the Corporation, and
the procedures for and fees for the entry or recording into the register of
shareholders, the register of lost share certificates and the register of stock
acquisition rights, purchasing shares constituting less than one unit(tangen)and
any other matters relating to the handling of shares and stock acquisition
rights  shall be subject to the Share Handling Regulations established by the
Board of Directors.



Article 10. (Record Date)

     1.  The Corporation shall deem any shareholder (including beneficial
shareholders; hereinafter the same interpretation being applicable) entered or
recorded in the final register of shareholders as of March 31 in such year to be
a shareholder entitled to exercise its rights at the ordinary general meeting of
shareholders for that business year.

     2.  In addition to the case provided for in the preceding paragraph, the
Corporation may, after giving prior public notice, fix a date as the record
date, where it deems it necessary to do so.





                 CHAPTER III.  GENERAL MEETINGS OF SHAREHOLDERS



Article 11. (Ordinary General Meetings and Extraordinary General Meetings of
Shareholders)

     1.  The ordinary general meeting of shareholders of the Corporation shall
be convened in June of each year.

Extraordinary general meetings of shareholders may be called whenever necessary.

     2.  Each general meeting of shareholders may be convened at the place where
the principal office of the Corporation is located, or at a place adjacent
thereto, or in Nagoya City.



Article 12. (Resolutions)

     1.  All resolutions of a general meeting of shareholders shall be adopted
by a majority vote of the shareholders present at the meeting who are entitled
to vote, unless otherwise provided by laws and regulations or these Articles of
Incorporation of the Corporation.

     2.  Special resolutions as specified by Article 309, Paragraph 2 of the
Corporation Act shall be adopted by not less than two-thirds (2/3) of the votes
of the shareholders present at the meeting who hold shares representing in
aggregate not less than one-third (1/3) of the voting rights of all shareholders
who are entitled to vote.



Article 13. (Chairman of General Meeting)

     1.  The Chairman of the Board or the President of the Corporation shall
preside as chairman at a general meeting of shareholders.

     2.  In the event that the positions of both the Chairman of the Board and
the President are vacant or that both of them are prevented from so presiding as
chairman, another Director of the Corporation shall preside in their place
according to the order of precedence previously established by the Board of
Directors.



Article 14. (Exercise of Voting Rights by Proxy)

     1.  A shareholder may exercise its voting rights by proxy, provided,
however, that the proxy shall be a shareholder of the Corporation who is
entitled to exercise its own voting rights.

     2.  In cases where the preceding paragraph applies, the shareholder or its
proxy shall file with the Corporation a document establishing the proxy's power

of representation for each general meeting of shareholders.

     3.  The Corporation may refuse a shareholder having two (2) or more proxies
attend a general meeting of shareholders.



Article 15. (Deemed Delivery of Reference Documents, etc. for General Meeting of
Shareholders)

     Upon convening a general meeting of shareholders, the Corporation may deem
that the information which is required to be described or indicated in reference
documents for the general meeting of shareholders, business reports, financial
statements and consolidated financial statements shall be provided to the
shareholders, in the event that it is disclosed, pursuant to laws and
regulations, through the method by which shareholders may receive such
information through an electronic means.





                 CHAPTER IV.  DIRECTORS AND BOARD OF DIRECTORS



Article 16. (Number of Directors)

     The Corporation shall have no more than thirty (30) Directors.



Article 17. (Election of Directors)

     1.  Directors shall be elected by a resolution of a general meeting of
shareholders.

     2.  A resolution for the election of Directors shall be adopted by a
majority vote of the shareholders present at the meeting who hold shares
representing in aggregate not less than one-third (1/3) of the voting rights of
all the shareholders who are entitled to vote.

     3.  The election of Directors shall not be made by cumulative voting.



Article 18. (Term of Office of Directors)

     1.  The term of office of Directors shall expire at the closing of the
ordinary general meeting of shareholders to be held for the last business year
of the Corporation ending within one (1) year after their election.

     2.  The term of office of any Director elected in order to increase the
number of Directors or to fill a vacancy shall be the balance of the term of
office of the other Directors who hold office at the time of his/ her election.



Article 19. (Board of Directors)

     1.  The Corporation shall have a Board of Directors.

     2.  Notice of a meeting of the Board of Directors shall be dispatched to
each Director and each Corporate Auditor at least three (3) days before the date
of the meeting. In case of urgency, however, such period may be shortened.

     3.  With respect to matters to be resolved by the Board of Directors, the
Corporation shall deem that such matters were approved by a resolution of the
Board of Directors when all the Directors express their agreement in writing or
by electronic records. Provided, however, that this provision shall not apply
when any Corporate Auditor expresses his/her objection to such matters.

     4.  In addition to the preceding two (2) paragraphs, the management of the
Board of Directors shall be subject to the Regulations of the Board of Directors
established by the Board of Directors.



Article 20. (Representative Directors and Executive Directors)

     1.  The Board of Directors shall designate one or more Representative
Directors by its resolution.

     2.  The Board of Directors may appoint one Chairman of the Board, one
President and one or more Vice Chairman of the Board, Executive Vice Presidents
and Senior Managing Directors by its resolution.



Article 21. (Honorary Chairmen and Senior Advisors)

     The Board of Directors may appoint Honorary Chairmen and Senior Advisors by
its resolution.



Article 22. (Exemption from Liability of Directors)

     In accordance with the provisions of Article 426, Paragraph 1 of the
Corporation Act, the Corporation may, by a resolution of the Board of Directors,
exempt Directors(including former Directors)from liabilities provided for in
Article 423, Paragraph 1 of the Corporation Act within the limits stipulated by
laws and regulations.





             CHAPTER V.  CORPORATE AUDITORS AND BOARD OF CORPORATE
                                  AUDITORS



Article 23. (Establishment of Corporate Auditors and Number of Corporate
Auditors)

     The Corporation shall have no more than seven (7) Corporate Auditors.



Article 24. (Election of Corporate Auditors)

     1.  Corporate Auditors shall be elected by a resolution of a general
meeting of shareholders.

     2.  A resolution for the election of Corporate Auditors shall be adopted by
a majority vote of the shareholders present at the meeting who hold shares
representing in aggregate not less than one-third (1/3) of the voting rights of
all the shareholders who are entitled to vote.



Article 25. (Term of Office of Corporate Auditors)

     1.  The term of office of Corporate Auditors shall expire at the closing of
the ordinary general meeting of shareholders to be held for the last business
year of the Corporation ending within four (4) years after their election.

2.        The term of office of any Corporate Auditor elected to fill a vacancy
shall be the balance of the term of office of the Corporate Auditor whom he/she
succeeds.



Article 26. (Board of Corporate Auditors)

     1.  The Corporation shall have a Board of Corporate Auditors.

     2.  Notice of a meeting of the Board of Corporate Auditors shall be
dispatched to each Corporate Auditor at least three (3) days before the date of
the meeting.  In case of urgency, however, such period may be shortened.

     3.  In addition to the provisions of the preceding paragraph, the
management of the Board of Corporate Auditors shall be subject to the
Regulations of the Board of Corporate Auditors established by the Board of
Corporate Auditors.



Article 27. (Full-time Corporate Auditor)

     The Board of Corporate Auditors shall, by its resolution, select one or
more full-time Corporate Auditors.



Article 28. (Exemption from Liability of Corporate Auditors)

     In accordance with the provisions of Article 426, Paragraph 1 of the
Corporation Act, the Corporation may, by a resolution of the Board of Directors,
exempt Corporate Auditors (including former Corporate Auditors) from liabilities
provided for in Article 423, Paragraph 1 of the Corporation Act within the
limits stipulated by laws and regulations.



Article 29. (Liability Limitation Agreement with Outside Corporate Auditors)

     In accordance with the provisions of Article 427, Paragraph 1 of the
Corporation Act, the Corporation may enter into an agreement with outside
Corporate Auditors, limiting liabilities provided for in Article 423, Paragraph
1 of the Corporation Act.





                        CHAPTER VI.  ACCOUNTING AUDITOR



Article 30. (Accounting Auditor)

     The Corporation shall have an Accounting Auditor(kaikeikansa-nin).





                             CHAPTER VII.  ACCOUNTS



Article 31. (Business Year)

     The business year of the Corporation shall be one (1) year from April 1 of
each year until March 31 of the following year.



Article 32. (Dividends from Surplus, etc.)

     1.  Dividends from Surplus of the Corporation shall be paid to the
shareholders or registered share pledgees entered or recorded in the final
register of shareholders as of March 31 of each year.

     2.  The Corporation may, by a resolution of the Board of Directors,
distribute dividends from surplus as provided for in Article 454, Paragraph 5 of
the Corporation Act to the shareholders or registered share pledgees entered or
recorded in the final register of shareholders as of September 30 of each year.

     3.  In addition to the preceding two (2) paragraphs, the Corporation may,
by a resolution of the Board of Directors, decide on matters provided for in
each Item of Article 459,Paragraph 1 of the Corporation Act.

     4.  No interest shall be paid on unpaid dividends from surplus.



Article 33. (Dispensation from Payment of Dividends from Surplus, etc.)

     In the case where the dividends from surplus are paid by cash, the
Corporation shall not be obliged to pay any dividends from surplus after three
(3) years have expired from the date of tender thereof.




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