**Exhibit 1.1**

 

**ARTICLES OF INCORPORATION OF TOYOTA MOTOR CORPORATION**

 

**(As amended on June 23, 2004)**

 

**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 followingbusinesses: 

 

(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 generalmachinery 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 partsthereof; 

 

(5) the manufacture and sale ofceramics 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 engineeringworks, 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 ofsoftware; 

 

(10) the design and development ofproduct 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 andtourism 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 financialservices; 

 

(14) the operation and managementof 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 lifeinsurance agency business; 

 

(16) theproduction 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 eachof 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 “TheNihon 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, Number of Shares Constituting One Unit (tangen) and Non lssuance of Share Certificatesfor Less than a Unit (tangen) of Shares)**

 

1. The totalnumber of shares authorized to be issued by the Corporation shall be ten billion (10,000,000,000). Provided, however, that in the event the Corporation repurchases and cancels any of its issued shares, the total number of such authorized sharesshall be reduced by the number of such repurchased and cancelled shares accordingly. 

 

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

 

3. The Corporation shall not issue shares certificates for shares less than one unit (tangen) of shares. Provided, however, that this provision shall notapply if the Share Handling Regulations established by the Board of Directors provide otherwise. 

 

**Article 6. (Repurchase of Shares)**

 

The Corporation may repurchase its own shares by a resolution of the Board of Directors in accordance with the provisions of Article 211-3, Paragraph 1, Item 2 of the Commercial Code. 

 

**Article 7. (Transfer Agent)**

 

1. The Corporation shall have a transfer agent for its shares. 

 

2. The transfer agent and the location of its office shall be selected bya 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) and the register of lost stock certificates shall be kept at the office of thetransfer agent. 

 

The registration of the transfer of shares,the purchase of shares constituting less than one unit (tangen) and any other matters related to the shares shall be handled by the transfer agent and not by the Corporation. 

 

**Article 8. (Share Handling Regulations)**

 

The denomination of the share certificates of the Corporation, and the procedures for and fees for registering the transfer of shares, purchasing sharesconstituting less than one unit (tangen) and any other matters relating to the handling of shares shall be subject to the Share Handling Regulations established by the Board of Directors. 

 

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**Article 9. (Record Date)**

 

1. The Corporation shall, with respect to the shares issued on or before March 31 in each year, deem any shareholder (including the beneficialshareholder; 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 ofshareholders for that particular accounting period. With respect to the shares issued during the period from April 1 to the date of the ordinary general meeting of shareholders, the Corporation shall deem any shareholder entered or recorded in thefinal register of shareholders as of the date of issue of such shares to be a shareholder entitled to exercise its rights at such ordinary general meeting of shareholders. 

 

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 10.(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 islocated, or at a place adjacent thereto, or in Nagoya City. 

 

**Article 11.(Resolutions)**

 

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

 

2. Special resolutions as specified by Article 343 of the Commercial Codeshall be passed by not less than two-thirds of the voting rights held by the attending shareholders who hold not less than one-third of the voting rights of all shareholders. 

 

**Article 12. (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 thePresident 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 13. (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’spower of representation. 

 

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**CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS**

 

**Article 14. (Number of Directors)**

 

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

 

**Article 15. (Election of Directors)**

 

1. Directors shall be elected at general meetings of shareholders.

 

2. Directors shall be elected by a majority vote of theshareholders 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. 

 

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

 

**Article 16. (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 fiscal year ofthe Corporation ending within one (1) year after their assumption of office. 

 

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/ herelection. 

 

**Article 17. (Representative Directors and Executive Directors)**

 

1. The Corporation shall, by a resolution of the Board ofDirectors, designate one or more Directors who shall represent the Corporation. 

 

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

 

**Article 18. (Honorary Chairmen and Senior Advisors)**

 

The Corporation may appoint Honorary Chairmen and Senior Advisors by aresolution of the Board of Directors. 

 

**Article 19. (Board of Directors)**

 

1. Notice of a meeting of the Board of Directors shall bedispatched 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. 

 

2. In addition to the provisions of the preceding paragraph, the management of the Board of Directors shall be subject tothe Regulations of the Board of Directors established by the Board of Directors. 

 

**Article 20. (Exemption from Liability of Directors)**

 

The Corporation may exempt Directors (including former Directors) from liability for their actions as stipulated in Article 266, Paragraph 1, Item 5 of the Commercial Code within the limits specified in Article 266, Paragraphs 12, 17, and18 of the Commercial Code by a resolution of the Board of Directors adopted in accordance with applicable law when such Directors were performing their duties in good faith and in the absence of gross negligence. 

 

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**CHAPTER V. CORPORATE AUDITORS AND BOARD OF CORPORATE AUDITORS**

 

**Article 21. (Number of Corporate Auditors)**

 

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

 

**Article 22. (Election of Corporate Auditors)**

 

1. Corporate Auditors shall be elected at general meetings of shareholders.

 

2. Corporate Auditors shall be elected by a majority vote ofthe 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. 

 

**Article 23. (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 fiscalyear of the Corporation ending within four (4) years after their assumption of office. 

 

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 24. (Full-time Corporate Auditor)**

 

One or more full-time Corporate Auditors shall be elected by the CorporateAuditors from among themselves. 

 

**Article 25. (Board of Corporate Auditors)**

 

1. Notice of a meeting of the Board of Corporate Auditorsshall 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. 

 

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

 

**Article 26. (Exemption from Liability of Corporate Auditors)**

 

The Corporation may exempt Corporate Auditors (including former Corporate Auditors) from liability for their actions as stipulated in Article 266, Paragraph 1, Item 5 of the Commercial Code within the limits specifiedin Article 266, Paragraph 12 of the Commercial Code as applied mutatis mutandis under the provisions of Article 280, Paragraph 1 of the Commercial Code by resolution of the Board of Directors adopted in accordance with applicable law when suchCorporate Auditors were performing their duties in good faith and in the absence of gross negligence. 

 

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**CHAPTER VI. ACCOUNTS**

 

**Article 27. (Fiscal Year and Closing Date of Accounts)**

 

The fiscal year of the Corporation shall be from April 1 in each year to March 31 of the following year, and the closingdate of the Corporation’s accounts shall be the last day of each fiscal year. 

 

**Article 28. (Dividends, etc.)**

 

1. Dividends ofthe Corporation shall be paid in accordance with the register of shareholders as of the closing date of the Corporation’s accounts. 

 

2. The Corporation may, pursuant to a resolution of the Board of Directors, distribute such money as provided for in Article 293-5 of the Commercial Code(hereinafter referred to as interim dividends) in accordance with the final register of shareholders as of September 30 of each year. 

 

3. No interest shall be paid on unpaid dividends or unpaid interim dividends. 

 

**Article 29. (Dispensation from Payment of Dividends)**

 

The Corporation shall not be obliged to pay any dividends or interim dividends after three (3) years have expired from thedate of tender thereof. 

 

**SUPPLEMENTARY PROVISIONS**

 

**Article 1. (Term of Office of Corporate Auditors)**

 

With respect to the term of office of Corporate Auditors in office prior tothe closing of the ordinary general meeting of shareholders held for the fiscal year ending in March 2003, “within four (4) years after their assumption of office” as it appears in Article 22 shall be read as “within three (3) yearsafter their assumption of office.” 

 

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