Commercial Companies and Associations Act
Chap. I. General Provisions.
Art. 1.　Commercial companies can be formed only for the purpose of joint trade.
Art. 2.　Commercial companies, the object of which is illegal or prohibited, shall be null and void ipso facto. Companies carrying on business contrary to public order or to good morals, may be dissolved by judicial decree.
Art. 3.　Commercial companies, the business of which is by law or ordinance subject to the sanction of public authorities, can not be formed without such sanction.
In regard to joint-stock companies, the provisions of Chapter IV. shall be observed.
Art. 4.　Commercial companies shall have no legal existence before they have been duly registered and published.
Art. 5.　Every commercial company shall have a firm name and a special seal and shall establish its head-office in a certain locality.
No two or more companies established in the same locality, shall have the same name.
The name of every company shall be displayed at the outside of its offices.
Art. 6.　The seal of the company shall bear the name thereof and a copy of the seal shall be de posited with the registrar of the Court mentioned in Art. 11 and the same formality shall be observed whenever the seal is altered or renewed afterwards.
Art. 7.　The name and seal of the company shall be borne upon all communications addressed to the public authorities, upon reports, upon certificates of shares, bills of exchange and in general upon all documents giving any rights to the company or imposing any obligation upon it.
Art. 8.　Every commercial company shall have special property and special rights and duties. It can, under its name, enter into contracts and incur liabilities, it can acquire movable and immovable property and can sue and be sued in Court.
The ordinary place of jurisdiction to which a company shall be amenable, shall be the place of its head or branch-office.
Art. 9.　Commercial companies shall keep sets of books such as are usual or are prescribed for their respective kinds of business. The books shall fully exhibit the commercial transactions of the company and its financial condition. At the beginning of its operations and at the end of each twelve months thereafter, every company shall make out a statement of all its property and also a balance sheet and shall enter es them both into a special book provided for the purpose.
Companies dividing interest or dividends semi-annually or quarterly to their members shall make out the statement and balance sheet as above, every six months.
Art. 10.　The said books, after they have been ruled off, shall be preserved for a period of ten years and precaution shall be taken to secure them from loss or damage.
Art. 11.　The registration of companies prescribed in this act, shall be made in the Court having jurisdiction in the locality wherein the company has its head-office, and which, for this purpose, shall be determined hereafter.
Art. 12.　All applications for such registration shall be made in writing by the parties interested or by their attorney thereto especially authorized and the necessary documents shall accompany these applications.
Art. 13.　Whenever the registrar is satisfied of the legality of the said application, he shall enter it at once in the register, and publish within five days of its date.
Art. 14.　The manner of registering and of publishing and the fees for the same, shall be settled by ministerial ordinance.
Art. 15.　The register shall be open to the inspection of all.
Art. 16.　No one shall plead ignorance of the facts registered and published, unless he can prove that such ignorance was in no way imputable to any fault of his own.
Art. 17.　All disputes as to the legality, to the contents, alteration or cancellation of registrations, shall be finally decided by the Court in which the latter have been effected.
Chap. II. Partnerships.
§ 1. Formation.
Art. 18.　A partnership is a commercial company of two or more, but of not more than seven, persons, combining money or other kinds of property, labor or skill, for the purpose of trade on common account, and with unlimited liability.
Art. 19.　The firm name of the partnership shall indicate the names of the partners or of one or of more of them, with the addition of the word "company."
Art. 20.　No partnership can be formed otherwise than by contract in writing. A copy of the contract signed by all the parties thereto, shall be delivered to each one of them.
The same rules shall be observed upon any future alteration of the contract.
Art. 21.　The formation of every partnership shall be at once entered in the register of companies, and made public, in the locality of its head-office as well as in those of all of its branches if any there be.
Art. 22.　The registration and publication shall specify the following particulars :
1°.　that the company is a partnership;
2°.　its object;
3°.　its firm-name and the locality of its head-office;
4°.　the names and surnames and places of residence of each of the partners;
5°.　the day, month and year of the formation of the partnership;
6°.　the specified duration (if any) of the partnership;
7°.　the names of the managing partners,if any.
Art. 23.　Whenever in any one or the other of the particulars mentioned in the foregoing article, any alteration should come about or be agreed upon, the same shall be likewise noted in the register and made public.
Art. 24.　No partnership shall commence operations until after its registration and publication ; should any partnership undertake so to do its operations shall be stayed by judicial decree.
Art. 25.　The registration and publication shall be inoperative, should the partnership fail to commence operations within six months from the date of its registration.
§ 2. Alteration of contract.
Art. 26.　The contract forming the partnership can not be altered, but by consent of all of the partners: should such consent be unobtainable, the provisions of the existing contract shall continue in force.
Art. 27.　When any one or the other of the provisions of the contract has remained unexecuted by the partnership, it cannot be availed of later on either against the same nor against third parties.
§ 3. Rights and duties of partners among themselves.
Art. 28.　The rights and duties of partners among themselves shall be determined by this Act and by the contract of partnership.
Art. 29.　In all matters foreign to the objects of the company, but not contrary thereto, the consent of the managing partners shall be necessary.
Art. 30.　All matters relating to the execution of the provisions of the contract, shall be decided by a majority of the managing partners.
Art. 31.　All partners shall have equal rights and duties to manage the affairs and to supervise the interests of the company in so far as it is not otherwise provided by the contract.
Art. 32.　No partner shall have any preponderance of voice, in proportion to the amount of his contribution to the common fund of the partnership.
Art. 33.　Partners excluded from the management of the business of the company, can at any time investigate the course of its affairs, examine its books and papers and offer suggestions.
Art. 34.　Each and every man aging partner shall have the right to name and appoint some one to sign the firm name by procuration, and to revoke any such nomination and appointment.
Art. 35.　Every partner owes to the company the same devotion and diligence as any good man of business would give to his own affairs, and shall be responsible for any damage he may cause to the partnership by neglect or violation of his duties.
Art. 36.　Contributions of money or of other valuables made by the partners, shall be entered in the inventory of the partnership at an evaluation agreed upon, and shall become the property of the firm.
Art. 37.　When a partner contributes the usufruct or the use of certain property, the rights only of such usufruct or use shall be acquired by the partnership.
Art. 38.　When, in the case of the foregoing article, the property itself becomes destroyed, then the loss thereof shall be borne by its owner, and that of the usufruct or use by the partnership.
Art. 39.　Whenever it is rendered impossible for a partner to furnish his due contribution to the common stock of the partnership, he shall be no longer considered a member thereof, unless the partners should accept, in lieu thereof, some different contribution.
Art. 40.　Whenever a partner fails to furnish his due contribution to the common stock of the partnership, the latter shall have the option to either expel him therefrom, or to compel him to the payment of interest upon the capital of that contribution, at the rate of 8 percent per annum, and in either case, he may be held liable for damages.
Art. 41.　No partner shall be obliged to increase his contribution beyond the amount agreed upon, or to make good any loss incurred thereon.
Art. 42.　No partner can, with out the consent of all the other partners, withdraw any part of his contribution to or any part of his portion in the common property.
Art. 43.　No partner, without a similar consent, can admit into the partnership, or substitute in his own place, any third person ; nevertheless the heir or the successor of a deceased partner may assume his place, unless it is expressly provided to the contrary in the contract of partnership.
Art. 44　The sale, or assignment of a partner's interest in the partnership, during the continuance of its existence, shall be of no effect as regards the company or third persons.
Art. 45.　The agreement by which a partner in a partnership admits any one to a share in his own interest therein, shall be governed by the provisions bearing upon commercial associations (chap. VI.)
Art. 46.　Any partner lending money to the partnership or making payment on its account, shall be en titled to interest thereon at the rate of 8% per annum; he shall also have the right to claim indemnity for any loss he may directly incur by reason of his management of the company's affairs.
Art. 47.　No partner shall be entitled to claim remuneration for his services in the management of the concern, unless it is expressly stipulated to that effect in the contract; nevertheless, he shall be en titled to a suitable remuneration for services rendered to the partnership outside of what is properly done from him as a partner.
Art. 48.　A partner failing to hand over to the company at the proper time, money he has received on its account, or making use of its funds for his individual purposes, shall be compelled to pay interest thereon to the partnership at the rate of 8% per annum, and to make good any loss his action may have entailed upon the company.
Art. 49.　No member of a partnership can, without the consent of all the other members, carry on a business or take part in that of a third party, that is of the same nature as its own business. His doing so would entitle the concern either to expel him therefrom, or to assume his operations on its own account, and in either case to claim damages from him if any have been incurred.
Art. 50.　The losses and profits of the partnership shall be apportioned among the partners in the proportion of the value of their respective contributions to the common stock, unless some other proportion shall have been stipulated in the contract of partnership.
Art. 51.　Any partner, that has not been admitted to the management of the partnership affairs and that performs acts of such management, that commits any fraud against the company or that otherwise seriously fails in his primary duties thereto, shall be liable to expulsion therefrom and to any damages incurred thereby.
Art. 52.　Any act or operation of one partner for the concern's account within the scope of the contract of partnership and of the provisions of this Act, shall be binding upon all the partners amongst themselves.
§ 4. Rights and duties of partners in regard to third persons.
Art. 53.　Every act of any managing member of a partnership, for account thereof, either explicitly or impliedly, shall have direct effect upon the partnership in regard to all rights or obligations consequent upon that act.
Art. 54.　Every managing partner can, by legal process or otherwise, exercise all rights of the company and dispose of the same.
Art. 55.　In the same way, third parties can, in reference to all obligations of the company, proceed against any one or all of the managing partners.
Art. 56.　All limitations of the powers of managing members to act for the partnership, shall be inoperative as concerns third parties.
Art. 57.　The common stock of the company shall, in the first place, be bound for the payment of the debts of the concern, and in the second, each partner shall be liable for such payment, to the full amount of the debts of the concern and to the full extent of his own property.
Art. 58.　In the same way, all those shall be jointly and severally liable, like actual partners, who although not being partners, permit their names to be used in the firm name, or who take part in the management of its affairs or who actually share in its rights and obligations.
Art. 59.　Those who are engaged in the concern as employe's or as agents (by procuration) and receive in lieu of compensation, a fixed or variable share of the profits, shall not be considered partners therein.
Art. 60.　New partners shall be liable for the obligations of the company even when incurred prior to their admission to the concern, unless it has been stipulated to the contrary.
Art. 61.　The partnership property shall not be liable for the individual debts of a partner, unless, prior to the contribution of that property to the common stock, some legal lien has been procured there upon for the benefit of a third party.
Art. 62.　The creditors of a partner shall be entitled to claim from the partnership, such interest or dividends only as he himself may be entitled to. The interest of a partner in the common property, however, can be claimed by a creditor of his only after he has ceased to be a member of the partnership or after it has been dissolved.
Art. 63.　No debt due to the partnership by a third party can, previous to a division of the partner ship property, be off-setted by a claim of that party upon any of the partners thereof and rice rersa.
Art. 64.　The creditors of a partnership shall have the right to contest the withdrawal of any part of the interest of a partner in the concern, within one year from such withdrawal, if it impairs or aggravates the satisfaction of their claims.
§ 5. Dissociation.
Art. 65.　Any partner can withdraw from a partnership with the consent of all his copartners, whenever it has been entered into for a definite duration, and he can do so without such consent when it has been entered into for an indefinite one.
Such a withdrawal can take place only after a six months previous notice, and at the end of a business year, unless there should be important reasons for more speedy separation.
Art. 66.　Membership in a partnership shall also cease under the following circumstances:
1°　by expulsion;
2°　by death, unless membership is transmitted to a successor,if any;
3°　by bankruptcy;
4°　by incapacity, unless there be some reservation to the contrary.
Art. 67.　Every dissociation of a partner and the reason thereof, shall at once be entered in the register of companies, and be made public,
Art. 68.　The portion of a dissociated partner in the common property of the concern, shall be delivered to him to the amount thereof, at the time of his dissociation, as shown by the balance sheet made out for the purpose.
Accounts of transactions under taken before the dissociation, and not yet terminated, may be rendered upon the closing up thereof.
Art. 69.　The value of a portion in the partnership as above shall, in the absence of an agreement to the contrary, be paid only in money, without any regard to the nature of the original contribution.
When the contribution has consisted in personal services, or in the mere use of some thing which use ceases with the dissociation, neither remuneration for the one, nor restitution of the value of the other, can be claimed.
Art. 70.　A dissociated partner shall remain responsible for the liabilities of the company contracted prior to the time of his dissociation therefrom, for a period of two years thereafter, to the full extent of his property.
Art. 71.　The mere dissociation of partners shall not entail the dissolution of the partnership.
§ 6. Dissolution of partnerships.
Art. 72.　A partnership shall be dissolved:
1°　by lapse of the time for which it has been formed;
2°　by the occurrence of events contemplated by the contract of partnership for its termination;
3°　by the consent of all the partners;
4°　by the bankruptcy of the concern;
5°　by judicial decree.
Art. 73.　A partnership is bankrupt whenever it suspends its payments.
Art. 74.　A partnership may be dissolved by judicial decree, for causes additional to those mentioned in Art. 2, upon the petition thereto of one or more of the partners, based upon the grounds that the object of the partnership is unattainable or that its maintenance is impracticable. In the latter case, the expulsion of individual partners may be decreed, instead of the dissolution, when the other partners petition therefor supported by good and sufficient reasons.
Art. 75.　In the cases mentioned in Art. 72 N 1 and 2, a company may be continued by all the partners or by some of them, and in the latter case, the withdrawing partners shall be considered as having dissociated themselves from the concern.
Art. 76.　When a company has been dissolved, the partners shall, excepting in the case of bankruptcy, elect by a majority of voices, one or more liquidators, and in all cases, the reasons and the date of dissolution and the names and residences of the liquidators shall at once be entered in the register of companies and made public.
Art. 77.　The liquidators shall wind up current affairs, fulfil the obligations of the company, collect the debts thereof and convert its property into money. Beyond those purposes they shall not be allowed to continue the business and to enter into new negotiations. They shall have power to appear in court, and to compound and compromise on the partnership's behalf.
Art. 78.　The powers of the liquidators cannot be limited by the partners nor can they be revoked but by judicial decree upon petition of the partners and for good and sufficient reasons.
Art. 79.　The liquidators having finished their operations, shall render accounts thereof to the partners and distribute the common funds among them, in conformity with the provisions of Articles 50 and 69. They may even during the liquidation make such distribution of funds as are available for the purpose.
Art. 80.　No funds of the partnership other than those that are not required for the payment of its indebtedness shall be distributed among the partners.
Art. 81.　The books and other papers of a dissolved partnership shall be disposed of by the partners, as is dictated in Art. 10 of this Act.
Art. 82.　The personal responsibility of the partners for the liabilities of the concern, shall unless such liabilities are terminated by a shorter period, end with the lapse of five years from the time of dissolution, excepting when a creditor has produced a claim upon some undistributed property of the company.
Chap. III. Limited Partnerships.
Art. 83.　A limited partnership is a commercial company in which the liability of the partners, unless for one or the other of them the contrary has been stipulated, is limited to the fixed amount of money or of other kind of property that each one undertakes to contribute to the common capital thereof. The number of the members of a limited partnership shall be subject to no restriction.
Art. 84.　The provisions of this Act touching partnerships, shall as far as in this Chapter it is not provided to the contrary, apply also to limited partnerships.
Art. 85.　The registration and publication of limited partnerships shall, besides what is mentioned in art. 22 N° 2 to 7, contain the follow ing particulars :
1°　a declaration that the partnership is a limited one;
2°　a statement of the total amount of the common capital;
3°　a statement of the amount that each partner undertakes to contribute thereto;
4°　the names and surnames of those partners whose liability is unlimited, if any there be;
5°　the names and surnames of the managing partners or managers and mention as to whether their liability is limited or unlimited.
Art. 86.　The firm name of a limited partnership shall not indicate the names of any of the partners excepting of those whose liability is unlimited; in every case the word "limited" shall follow the firm name.
Whenever the firm name indicates the name of a partner, he shall ipso facto be personally and unlimitedly liable for the debts of the partnership.
Art. 87.　Partners may individually engage in a business or join others in one that is of the same nature as the business of the partner ship.
Art. 88.　All partners, unless it is stipulated to the contrary in the contract of partnership, shall be equally entitled and obliged to act on behalf of the partnership.
Art. 89.　However, when the partners exceed seven in number, they shall appoint one or more of their number, managers, either at once in their contract of partnership or if the case should happen afterwards, by the votes of the members, the votes of three fourths of their number being necessary for such appointment. When there is more than one manager, the powers there of to act in behalf of the partnership either separately or collectively, shall immediately be determined.
Art. 90.　The managing partners and the managers shall have the exclusive right within the scope of the contract of partnership and within the resolutions passed at meetings of the partnership, to act on its behalf in and out of Court in all the affairs of the partnership.
Art. 91.　Any restrictions to the powers of the managing partners or of the managers, shall be inoperative against third parties negotiating with them in good faith.
Art. 92.　A partner whose liability is limited, can assign his interest in the partnership to any person whatsoever, with the consent of the managing partners or of the managers, unless it has been stipulated to the contrary in the contract of partnership. The assignee of a partner assumes all the rights and duties of the assignor as far as concerns the partnership.
Art. 93.　In the contract of partnership, or by previous resolutions of the partners to that effect, passed by a majority as mentioned in Art. 89, some or all of the managing partners or managers may be made jointly and severally responsible, to the whole extent of their property, for the liabilities of the partnership incurred during their management of its affairs.
Art. 94.　The said unlimited responsibility shall terminate at the end of one year from the time that a managing partner or a manager has ceased to act as such.
Art. 95.　The managing partners or managers shall at least once in each year convene a general meeting of all of the members of the partnership, and an extraordinary meeting whenever they may deem it necessary so to do or upon the requisition of not less than one fourth of the number of the members of the partnership.
Art. 96.　The objects of such meetings and the documents to be laid before them, shall be notified to each and every partner, not less than seven days previous to the day set for the meeting.
Art. 97.　A general meeting shall always take place immediately upon the close of the business year, when a full and complete statement of the financial condition of the partnership, and a report upon its business and the results thereof, for the preceding year, shall be submitted to the examination and approval of the partners. Such approval shall be arrived at by the assenting vote of a majority of the partners present at the meeting.
Art. 98.　The matters laid before an extraordinary meeting for action thereon, shall be disposed of by a majority vote of all the partner's.
However, such matters as in an unlimited partnership require the unanimous consent of all the partners, shall in a limited partnership be disposed of by a vote of three fourths of all the partners. In such cases the dissenting partners shall have the right of immediately withdrawing from the concern.
Art. 99.　Whenever, at an extraordinary meeting, a resolution has been carried by a number of the members of the partnership less than the one required by Art. 98, the passage of such resolution shall be notified to all the members and an other meeting shall be convened with the expressed announcement that the resolution in question shall be deemed valid if sanctioned by a majority of the members present at such meeting.
Art. 100.　No interest or dividends shall be paid to any partner as long as the joint property of the partnership remains diminished by losses.
Chap. IV. Joint-stock Companies.
§ 1. General Provisions.
Art. 101.　A joint-stock company is a commercial company, the capital of which is divided into shares, and for the liabilities of which the whole property of the company is exclusively responsible.
Art. 102.　A joint-stock company shall be deemed a commercial company although trade may not be its object.
Art. 103.　No joint-stock company shall have less than seven members and none can be formed without the authorization of the State.
§ 2. Projection and Formation.
Art. 104.　No joint-stock company shall be projected by less than four persons. Projectors shall draw up a prospectus and the provisory statutes of the company, which they shall each sign with his full name to which he shall appose his seal. The signatures and seals shall be authenticated by a court or by a public notary. The statutes shall not be contrary to the provisions of this Act.
Art. 105.　The prospectus shall specify the following particulars:
1°　a declaration that the company is a joint-stock one ;
2°　the object and motives of the undertaking ;
3°　the firm-name and head office of the company ;
4°　the total amount of the company's capital, as well as the total number of shares and the face value of each share ;
5°　a general estimate of the manner in which the capital is to be employed ;
6°　the names and residences of the projectors and the number of shares subscribed to by each of them ;
7°　the duration of the company, if determined.
Art. 106.　The permission to project a company shall be obtained by petition to the proper Minister of State, through the Governor of the province in which the company shall have its head-office: the petition shall be accompanied by a copy of the prospectus and one of the provisory statutes.
Art. 107.　Only when the said permission to project a company has been obtained from the Minister, can the prospectus be published to invite subscriptions to shares in the undertaking. The publication of the prospectus shall be accompanied by the announcement :
1°　that permission has been obtained for its projection, and of the date of the permission;
2°　that the provisory statutes will be forwarded to each in tending subscriber for his inspection.
Art. 108.　Subscriptions to shares shall be made by the subscriber's entering his name in the subscription list and by apposing his seal against it, and by mentioning there in the number of shares for which he subscribes.
When subscriptions are made by proxies, besides the name of the principal, that of the proxy also shall be given and his seal shall be affixed to his signature.
Art. 109.　Subscribers shall, upon condition that the company will be formed, be bound to make payments on each share subscribed to, in conformity with the statutes of the company.
Art. 110.　After all the shares have been subscribed, the projectors shall convene the first general meeting of the subscribers. At that meeting, resolutions adopting the statutes of the company shall first be passed, and then others upon contracts entered into and expenses incurred by the projectors in the interest of the company, as well as upon the value of contributions, other than money, of individual members to the common stock, for which they have received an equivalent in shares of the company.
Art. 111.　The resolutions mentioned in the foregoing article shall be passed by a majority of the subscribers present, provided there be present a quorum of not less than one half of their whole number and that they represent not less than one half of the total amount of the capital of the company.
Art. 112.　At the first general meeting, the directors and a committee of inspection shall be elected.
Art. 113.　After the first general meeting the projectors shall address to the proper Minister of State through the Governor as above said a petition for authorization. This petition shall be accompanied :
1°　by a copy of the prospectus and of the statutes of the company;
2°　by a copy of the subscription list;
3°　by the permission granted for the projection.
Art. 114.　When the authorization has been granted, the projectors shall surrender the business of the company to the directors.
The directors shall at once call upon the subscribers to pay into the treasury of the company an instalment of at least 25% upon each share they have subscribed for.
Art. 115.　After the aforesaid payment has been made, application accompanied by a copy of the prospectus, of the statutes, of the subscription list, and of the patent of authorization, shall be made for registration and publication.
Registration and publication shall contain as follows:
1°　a declaration that the company is a joint-stock one;
2°　an announcement of the object of the same;
3°　its firm name and its head office;
4°　the total amount of its capital as well as the total number of shares into which it is divided and the face value of each share;
5°　the amount paid in upon each share;
6°　the names and residences of the directors;
7°　the duration of the company, it determined ;
8°　the date of the patent of authorization ;
9°　the date of the commencement of business.
The registrar shall preserve the documents deposited with him by the company, together with the register.
Art. 116.　Whenever joint stock company establishes a branch office, registration and publication in the locality of the branch office shall be effected in the same way as for the head-office.
Art. 117.　The authorization shall become inoperative whenever registration and publication shall not have been effected within one year at the furthest, from the date of the authorization. The provisions of Articles 24 and 25 shall also apply to joint-stock companies.
Art. 118.　The projectors and directors of a company as well as the subscribers to the shares thereof, shall in case that registration and publication are not effected, be personally and unlimitedly responsible for all obligations and expenses approved at the first general meeting of the subscribers.
Art. 119.　The projectors of a company shall be held personally and unlimitedly responsible for any and every obligation or expense connected with the undertaking not approved at the first general meeting.
§ 3. Name of company and list of share holders.
Art. 120.　The name of no joint stock company shall contain the name of any shareholder in the same, and in all cases, to the name of the company shall be added the words "joint-stock company."
Art. 121.　Every joint-stock company shall cause a register of its members to be kept and therein shall be entered the following particulars :
1°　the name, surname and residence of each shareholder;
2°　a statement of the number of shares held by each member, distinguishing each share by its particular number;
3°　the amount paid in on each share;
4°　the date of the acquisition and of the transfer of each share.
§ 4. Shares.
Art. 122.　Each share shall be an equal portion of the capital of the company, of a certain fixed amount which shall be not less than 20 yen, and if the capital is 100,000 yen or more, of not less than 50 yen.
Art. 123.　For each share a certificate shall be issued, which shall bear the face value thereof, its date of issue, its number, the name and seal of the company, the names, sur names and seals of the directors and the name and surname of the holder.
Art. 124.　Shares can be neither subdivided nor amalgamated together.
Art. 125.　Until the shares have been fully paid up, the company shall issue scrip-certificates only therefor, and upon full payment full certificates shall be issued.
Art. 126.　Neither scrip nor full certificates shall be issued before the registration and publication of the company.
Art. 127.　The sale or assignment of any share shall be null and void before the payment of at least 25% of its nominal value.
Art. 128.　The assignment of any share shall be of no effect in regard to the company, until the name of the new owner has been entered into the register of share-holders and endorsed upon the certificate.
Art. 129.　The assignor of a share not fully paid up, shall be held as a guarantee to the company for the balance unpaid thereon.
Art. 130.　Once during each business year the company may give publie notice that the sale and assignment of its shares shall be suspended for a period of not more than one month for the purpose of balancing the registers and the account books.
Art. 131.　The amount paid in on each share and the interest of a share-holder in the company's property, can not be revindicated before the dissolution of the company.
§ 5. Directors and committee of inspection.
Art. 132.　At a general meeting there shall be elected from among the share-holders, not less than three directors, to serve for a period of three years: the same directors may be re-elected upon the termination of their term of service. From among the directors, one or more managing directors may be appointed, whose responsibility shall be the same as that of ordinary directors, unless it has been otherwise determined.
Art. 133.　As to the powers of the directors and the restrictions thereon the provisions of articles 90 and 91 shall apply.
Art. 134.　The number of shares that a member must hold to be eligible as director of a company shall be determined by the statutes there of. The certificates of the shares of a director shall be deposited with the company and marked as untransferable during his term of office.
Art. 135.　The directors shall be personally responsible to the company for the good and faithful performance of their official duties, for the observation of the company's statutes and for the carrying out of its resolutions.
Art. 136.　The directors are not otherwise responsible, than is every other share-holder, for the liabilities of the company. Nevertheless, by the statutes of the company or by a previous resolution passed at a general meeting, the directors may be made personally an unlimitedly responsible for such liabilities as may be incurred during their tenure of offices that responsibility shall cease at the end of one year from the time of their relinquishing office.
Art. 137.　Every change in the directorship shall be registered and published.
Art. 138.　At a general meeting a committee of inspection, to consist of not less than three share-holders, shall be elected to serve for a period of two years: they shall always be reeligible to office.
Art. 139.　The duties of the committee of inspection shall be as follows:
1°　they shall have supervision over the management of the directors, to see that it be in conformity with law, with the provisions of the company's statutes and with resolutions passed at general meetings, and in general they shall strive to detect all faults and irregularities in the management;
2°　they shall examine the annual accounts, the inventory of the company's property, the balance sheet, the reports upon its business and propositions for the payment of interest or dividends, and report thereon at a general meeting of the share holders;
3°　they shall convene a general meeting whenever they shall deem it necessary or expedient for the benefit of the company.
Art. 140.　The members of a committee of inspection shall be entitled at all times to acquaint themselves with the affairs of the company, to inspect the company's books and papers, to examine into the state of its treasury and to ascertain its financial condition.
Art. 141.　Whenever among the members of a committee of inspection there are different opinions as to any matters concerning the company, such difference of opinions shall be made known at a general meeting of the shareholders.
Art. 142.　Whenever the members of a committee of inspection neglect the duties devolving upon them by Article 139, they shall be responsible to the company or its creditors for damages.
Art. 143.　The salaries or other remuneration, if any there be of the directors or members of a committee of inspection, shall be fixed by the statutes of the company or by a resolution passed at a general meeting of the shareholders.
Art. 144.　The election of a director or of a member of a committee of inspection, can at any time be repealed by a resolution passed at a general meeting, without giving rise to any claim on his part, for compensation beyond the salary or remuneration accrued to him.
§ 6. General meetings.
Art. 145.　General meetings of the shareholders shall be convened either by the directors or by the committee of inspection or by any other person thereunto entitled by this Act.
Art. 146.　A notice of at least fourteen days specifying the object and nature of the business to be brought before the meeting, shall be given to the shareholders in the manner provided for by the company's statutes. The first general meeting shall be convened in the same manner.
Art. 147.　An ordinary general meeting shall be held at least once during each year, at the time fixed by the statutes therefor: at that meeting the accounts, the inventory, the balance sheet, the business report and declaration of returns of interest or dividends for the past year, shall be laid before the share holders and resolutions in relation thereto shall be passed. At the same time, the report of the committee of inspection upon the propositions of the directors shall be presented.
Art. 148.　An extraordinary general meeting may be convened at any time for the transaction of special business and shall be convened upon the requisition of share holders representing at least one fifth part of the company's capital; such requisition shall specify the objects of the meeting called for.
Art. 149.　At general meetings resolutions offered shall be passed in conformity with the provisions of the company's statutes, unless it has been otherwise provided in this Act. If nothing is provided in the company's statutes in relation thereto, resolutions shall be passed by a majority of the shareholders present, provided they represent at least a fourth part of the capital of the company.
Art. 150.　All amendments to the statutes of the company and the voluntary dissolution of the company shall be resolved by a vote of a majority of the shareholders, as provided in article 111.
The provision of article 99 shall also apply to joint-stock companies.
Art. 151.　In general, every share shall entitle its holder to one vote; however, the right of holders of more than ten shares to a vote for each share, may be restricted by the company's statutes.
§ 7. Amendments to the company's statutes.
Art. 152.　The company may amend its statutes either when provision for so doing has been made therein or when it is done by resolutions passed at a general meeting. However, no such amendment shall be contrary to any of the provisions of this Act or to the conditions imposed by the Government in the patent of authorization.
Art. 153.　The capital of the company may be increased either by raising the face value of the shares or by issuing new shares or bonds. In like manner the capital may be reduced, by reducing the number of shares or their face value, but not to less than one fourth of the original amount thereof.
Bonds that may be issued, shall bear the names of the holders and in respect of their face value the provisions of Article 192 shall apply to them.
Art. 154.　When a reduction of the capital of the company is contemplated, every creditor of the company shall be notified of the fact, and to present, within thirty days, any objection he may have thereto.
Art. 155.　When within the time mentioned in the foregoing article, no objection has been made by the creditors to the reduction of the capital, it shall be considered that they have no objection thereto.
Any creditor opposing the contemplated reduction, shall receive payment of his debt or security therefor, upon the accomplishment of either of which the reduction may be made.
Art. 156.　Any creditor who, being ignorant of the proceedings taken with a view to such reduction, has not objected to it, shall for the period of two years after such reduction, have a claim against those shareholders that have been paid the reduced part of the capital, up to be amount they may have so received.
Art. 157.　Every amendment to the statutes of the company shall be at once registered and published and cannot take effect until this has been done.
In case of change of the head office, such change shall be entered in the register of the original locality thereof, and made public there, and registration and publication shall also be effected in the new locality, in the same way as for a newly formed company.
However should the head-office be changed within the extent of the same district, such change shall be entered only in the former register and made public.
Art. 158.　When registration and publication of an amendment of the company's statutes has been effected, notification of such amendment shall be communicated to the proper Minister through the Governor of the Province in which the head-office of the company is located.
§ 8. Calls upon shares.
Art. 159.　The time and manner of making calls upon shares shall be determined by the statutes of the company, provided that a notice of at least 14 days shall be given to each shareholder of every call, with notification of the consequence of default of payment of the same.
Art. 160.　Any shareholder failing to pay the amount of call within the designated time, shall be liable for the payment of interest thereon at the rate of 8% per annum, and for expenses incurred by his failure.
Art. 161.　Should a shareholder fail to pay a call after a second notification, for a further period of not less than 14 days, his share or shares may be declared forfeited and shall become property of the company.
Art. 162.　The holder of a share forfeited to the company shall remain responsible to the company for the payment of the amount of the calls made until then and of the interest and expenses mentioned in Article 160.
§ 9. Obligations of companies.
Art. 163.　No company shall repay to any shareholder the amount of his share or shares or any part thereof. Every such payment can be recovered by the company or by its creditors from the payee.
Art. 164.　No company shall have the right to acquire its own shares or to accept the same as security. All shares forfeited to the company or that may incidentally come into its possession by way of security for a debt already contracted to the company or by some other way, shall be disposed of at public sale within one month of their receipt, for the benefit of the company.
Art. 165.　Every joint-stock company shall at least once in every year balance its books, prepare its accounts, inventory, balance sheet and business report and declare what shall be distributed to the shareholders as interest or dividend. The inventory and balance sheet signed by the directors and the committee of inspection, shall be made public, after the said propositions have undergone the examination of the committee of inspection and been approved at a general meeting.
Art. 166.　No interest or dividend shall be paid to the shareholders unless it is out of profits over and above the original capital of the company and the amount to be appropriated to its reserve fund, which, until it has reached 25% of the capital, shall be at least 5% of the annual profits.
Art. 167.　Any interest or dividend paid in contravention of the two foregoing articles, may be recovered.
Art. 168.　Interest or dividends shall be allotted to all the shareholders in proportion to their shares paid up.
Art. 169.　All joint-stock companies shall, open to the inspection of all within business hours, keep, at their head-office, as well as at their branch offices, the following:
a list of its shareholders,
a copy of its propectus,
its patent of authorization,
a copy of the resolutions passed at general meetings.
copies of the accounts of the company of the inventories, of the business reports, of the balance-sheets, of declarations of interest or dividends and of a list of its mortgage creditors.
Art. 170.　The inspection mentioned in the foregoing article can be suspended once in every business year, for a period of not more than one month, for the purpose of verification of the company's books.
§ 10. Investigation into the company's affairs.
Art. 171.　Upon petition of a number of shareholders representing at least a fifth part of the company's capital, the Comt of First Instance in the locality in which the company's head office is situated, can order one or more officials to investigate the state of the company's affairs and its financial condition.
Art. 172.　Officials appointed to investigate is above, shall have the right to examine the treasury and assets of the company, and all its books and papers, and to require the directors and employe's thereof to give all necessary information.
Art. 173.　The officials appointed in accordance with Article 171, shall hand into the court a written statement setting forth the results of their investigations and the declarations made to them. Copies there of shall be delivered to the company, to the shareholders and to other parties asking for them.
Art. 174.　The competent Minister of State shall, ex officio, have power to, at any time, order the investigation mentioned in article 171, to be made by the Governor or some other official.
§ 11. Actions against the directors and the committee of inspection.
Art. 175.　A general meeting may order actions to be brought, against the directors or the committee of inspection, either by members of the same committee or by an attorney especially authorized thereto, as the case may be.
Art. 176.　Shareholders representing at least a twentieth part of the capital of the company, may appoint attorneys to art for them in all actions, wherein they are either plaintiffs or defendants, and the directors or the committee of inspection are the opposing parties. However, every shareholder shall be free to take proceedings, in such matters, in his own name and behalf or be may join in the suit of some other party.
§ 12. Dissolution of companies.
Art. 177.　Joint-stock companies shall be dissolved :
1°　in the cases provided for in the company's statutes;
2°　by resolution of the share holders;
3°　by the reduction of the number of shareholders to less than seven;
4°　by the reduction of the capital of the company to less than 25% thereof;
5°　by the bankruptcy of the company;
6°　by judicial decree.
Art. 178.　A company shall be considered bankrupt, when the occurrence mentioned in article 73 has taken place.
Art. 179.　Upon the dissolution of a company, it shall cease to carry on business, excepting in so far as the beneficial winding up thereof or the fulfilment of its existing obligations may require. Should, however, the directors continue to carry on business beyond those limits, they shall be personally responsible there for to the extent of their property.
Art. 180.　When a company is to be dissolved, the directors shall convene a general meeting at which, except in the case of a judicial decree, a resolution to dissolve it, shall be passed. At the same meeting, except in the case of bankruptcy, one or more liquidators of the company shall be elected.
Art. 181.　When no resolution for dissolution, as mentioned in the foregoing article has been passed, or when no appointment of liquidators has been made, the Court of First Instance may either ex officio or upon motion of the shareholders or of the creditors of the company, decree its dissolution and appoint liquidators thereof.
Art. 182.　In all cases of dissolution, the company shall at once apply for the registration and publication of the causes and date thereof, as well as of the full names and residences of the liquidators. Information on all these points shall also be communicated to the shareholders and to the Court of First Instance, as well as to the proper Minister of State, through the Governor of the locality of the head office of the company.
Art. 183.　The Court of First Instance shall have power to supervise the proceedings in dissolution and in liquidation.
Art. 184.　The registration and publication mentioned in article 182 having been made, the powers of the directors shall terminate and be transferred to the liquidators. However, the directors shall be obliged to give to the liquidators whenever requested so to do, their assistance in the work of liquidation.
Art. 185.　From and after the date of the registration and publication of the dissolution of a company, all disposition of its property other than for the purposes of liquidation and all sales of shares, shall be null and void, except when sanctioned by the Court for special reasons.
Art. 186.　Should the directors neglect to convene a general meeting or to apply for registration, as provided in articles 180 and 182, they shall, to the full extent of their property, be personally responsible to the company and to third persons for all damages arising from such neglect.
Art. 187.　The expenses connected with the dissolution and liquidation shall, before all else, be defrayed out of the assets of the company.
§ 13. Liquidation of joint-stock companies.
Art. 188.　The duties of liquidators shall be in accordance with articles 77 and 78.
Art. 189.　Instructions can be given to the liquidators in respect of the performance of their duties, either by resolutions of a general meeting of the company or by the Court, on motion of shareholders or of creditors: the liquidators shall be responsible for the observance of such instructions and of all the provisions of law on such matters.
Art. 190.　When the creditors of a company, for good and sufficient reasons ask for it, a general meeting of the shareholders may depute one or more representatives of the creditors to act in their interests with the liquidators; upon the refusal of the general meeting to acquiesee the Court may so depute.
Art. 191.　The liquidators shall within sixty days from their election or appointement, ascertain the financial condition of the company by examination of its books; and they shall by an advertisement in the newspapers inserted in three different issues thereof, summon the debtors to pay, immediately upon maturity, what they owe to the company, and the creditors to produce their claims thereon, within a period of not less than sixty days. The advertisement shall contain the announcement that the claims of creditors not produced within the fixed period, shall be excluded from the liquidation: however, the liquidators shall not thus exclude any known creditors although they may not have produced their claims within the period fixed therefor.
Art. 192.　Before the expiration of the last mentioned period the liquidators shall not begin to make payment of the claims of the creditor's.
Art. 193.　Creditors who may subsequently produce claims won the company, shall obtain payment thereof out of any property of the same so far as it has not yet been distributed to the shareholders after payment of all its debts.
Art. 194.　The liquidators shall, for the purposes of accomplishing the liquidation, have power to call upon the shareholders for payments of instalments upon their shares not.
Art. 195.　The liquidators may at any time that they shall deem it necessary or expedient, call a general meeting of the shareholders, and shall be obliged to do so whenever the statutes of the company provide that they shall or that one is called for by a resolution passed at a general meeting of the shareholders or upon the request of a number of them representing at least 20% of the capital.
Art. 196.　The liquidators having finished their operations, shall submit their accounts to a general meeting and ask for the approval of the same.
Art. 197.　The liquidators shall, having secured the approval mentioned in the foregoing article and after having paid off all the liabilities of the company, distribute in money among the shareholders in the proportion of their shares the balance of the company's assets. However, such distribution shall not be made until after the lapse of three months from the time that all the creditors have been paid off. No shareholder shall be compelled, any resolution passed by the shareholders at a general meeting to the contrary notwithstanding, to accept on his share or shares, any payment other than one in ready money.
Art. 198.　Upon the completion of the liquidation, the liquidators shall submit to a general meeting of the shareholders, a general account of and a general report upon the liquidation and ask to be discharged.
Any question arising in connection therewith between the liquidators and the general meeting, shall be settled by judicial decision.
Art. 199.　Liquidators shall be responsible for their acts, only to a general meeting of the shareholders; however, for arts or for neglect injuring the special rights of individual shareholders, suit may be brought against them in Court not only for the establishment of such rights but also for damages.
Art. 200.　The liquidators after having been discharged shall effect, in the register of companies, the registration of the fact of the completion of the liquidation and publish the same by advertisement. They shall at the same time notify those having claims against the company arising out of the proceedings in liquidation, to produce them within a period of three months. When such claims are produced, they shall likewise be settled by the liquidators.
Art. 201.　When during the course of the liquidation it shall appear that the assets of the company are not sufficient for the full payment of all of its creditors, the liquidators shall institute proceedings in bankruptcy, notifying thereof all having any dealings with the company and advertising the same publicly. In such cases, payments that may have been made to the share holders upon their shares may be recovered from them. The liquidators shall be responsible to the creditors of the company for any and all payments they may have made after the discovery of the insufficiency of the company's assets, and that cannot be recovered from the payees.
Art. 202.　The liquidators shall notify the Court of First Instance, of the names and residences of those to whom by resolution passed at a general meeting, the books and papers of the company have been entrusted for preservation: until they have given this notification, they shall be held responsible for such preservation of the said books and papers.
Art. 203.　The final result of the liquidation, that is to say:
1°　the satisfaction of the creditors, either by full payment or by arrangement ;
2°　the distribution of the company's assets among the shareholders and the amount thereof ;
3°　the defraying of the expenses of the liquidation and the settlement of claims arising therefrom ;
4°　the final discharge of the liquidators by resolution of a general meeting or by judicial decree ;
5°　the arrangements made for the preservation of the books and papers of the company ;
6°　an announcement that the shares and bonds of the company have become invalid,
shall be notified to the Court of First Instance and publicly advertised. The liquidators shall also communicate the result of the liquidation, as above, through the Governor, to the competent Miniter of State.
Chap. V. Penalties.
Art. 204.　The managing partners, managers and directors shall be amerced in a fine of from 5 to 50 yen :
1°　for neglecting to effect the registrations in the register of companies, prescribed in this act, after having been notified thereto by the Court;
2°　for commencing the operations of the concern before the proper registration and publication thereof.
Art. 205.　Directors of joint stock companies shall be amerced in a fine of from 5 to 50 yen:
1°　for neglecting to keep a list of the shareholders or for keeping it inaccurately;
2°　for neglecting, in case of dissolution of the company, to call a general meeting of the shareholders as prescribed here in or to communicate notice of the dissolution to them.
Art. 206.　Directors of joint stock companies shall be amereed in a fine of from 20 to 200 yen:
1°　for repaying the amount of the company's shares or any part thereof, in contravention of article 163;
2°　for acquiring its own shares for its own account, for taking them as security or for not selling them, in contravention of article 164;
3°　for paying interest or dividends to the shareholders in contravention of articles 165 and 166;
4°　for obstructing or refusing in contravention of article 172, the examination of the treasury and assets or the exhibition of the books and papers of the company or to give pertinent information asked for.
The penalty provided for by this article shall also apply to the managers of limited partnerships that, in contravention of article 100, shall pay interest or dividends to the partners.
Art. 207.　Liquidators of joint stock companies shall be amereed in a fine of from 10 to 100 yen:
1°　for neglecting to make the advertisements preseribed by article 191;
2°　for neglecting to institute proceedings in bankruptcy against the company in case of its insolvency.
Art. 208.　Liquidators of joint stock companies shall be amereed in a fine of from 20 to 200 yen :
1°　for commencing payments to the creditors in contravention of article 192;
2°　for distributing in contravention of article 197, the assets of the company among the shareholders.
Art. 209.　The fines prescribed in the foregoing articles, shall be pronounced by judicial decree and the managing partners, managers, directors and liquidators shall be jointly and severally responsible for the payment thereof.
Art. 210.　The managing partners, managers, directors, members of the committee of inspection or liquidators shall be punished with a fine of from 50 to 500 yen or such fine and imprisonment for not more than one year, in aggravated circumstances:
1°　for knowingly making false declarations, orally or in writing, to the publie authorities or to the shareholders at a general meeting, as to the financial condition of the company or as to the state of its affairs, or for frandulently misrepresenting the same;
2°　for making false declarations, or for misrepresenting facts, in their applications for registration and publication or in their public advertisements.
Besides the aforesaid persons, the other officers and the clerks of the company shall also be punished for complicity in such infractions of the provisions of this Act.
Art. 211.　Projectors of companies shall be amereed in a fine of from 20 to 200 yen, for making false statements upon subscriptions for shares.
Art. 212.　The punishments prescribed in the two foregoing articles shall be pronounced by way of criminal procedure.
Chap. VI. Commercial associations.
Art. 213.　Contracts of association for purposes of commercial business on joint account, shall not be subject to the provisions of this Act concerning commercial companies: especially, no commercial company shall, nor shall any company's property be constituted by such contracts of association.
Art. 214.　When two or more persons combine together for any commercial transaction or enterprise on common account (operative association), the performance of any act for the benefit or account of the association, by one or the other of the parties thereof or by all of them together or by their common agent, shall, as regards third parties, immediately invest each and every one of them with rights and impose obligations upon them, jointly and severally, to the full amount of each one's property.
Art. 215.　When two or more persons enter into an agreement to perform separately certain transactions, enterprises or concerns of trade and to share together the profits or loses thereon (distributive association), each party shall be vested with rights and incur obligations the same as it is set forth in the foregoing article. However, when a party to such an association is sued by a third person, on some transaction entered into by another of the associates, the party sued can compel the person suing him to first exhaust his remedies against the associate with whom he has actually had the transaction, before he can proceed against himself.
Art. 216.　Any one joining in the commercial business of another, bringing thereto a valuable contribution, in such way that the ownership thereof is transferred to the other party, and sharing in the profits or losses of the business without taking any part in its management and without his name appearing in the firm (sharer in profit), shall be responsible to third persons for the acts of the other party, up to the amount of his contribution, in so far as it has not been paid up. No contributor as above, acting as agent for the concern by procuration, or as an emplove thereof shall be considered as taking part in the management of the concern.
Art. 217.　The share of the profits and losses of a contributor as above, in the business of the association, if not expressly stipulated, shall be in the proportion that his contribution bears to the capital thereof.
Art. 218.　No profits shall be distributed when any part of the contribution has been lost and not recovered; however, a sharer in profits is not obliged to appropriate his profits become due and not yet received, or his profits that have become due and already been paid to him, to making good any subsequent losses.
Art. 219.　The contract of association of a sharer in profit, may unless a certain duration has been stipulated by the parties, be dissolved by a six months previous notice and it shall also terminate by the bankruptcy or by the death of the owner of the concern, or by the winding up thereof.
Art. 220.　In case of the dissolution of such a contract, the contribution made by the sharer in profit shall be refunded to him, deduction made of the losses and liabilities burdened thereon.
Art. 221.　A sharer in profit shall be entitled to an inspection and examination of the books and papers of the concern, and to accounts of the business at the end of each business year and at the end of the association. This provision shall also apply in the cases mentioned in Articles 214 and 215.