I hereby give My Sanction to the Enterprise Reconstruction and Reorganization Law for which the concurrence of the Imperial Diet has been obtained and cause the same to be promulgated.
Signed:HIROHITO, Seal of the Emperor
This eighteenth day of the tenth month of the twenty-first year of Showa (October 18, 1946)
Countersigned: Prime Minister YOSHIDA Shigeru
Minister of Justice KIMURA Tokutaro
Minister of Agriculture and Forestry WADA Hiroo
Minister of Commerce and Industry HOSHIJIMA Niro
Minister of Welfare KAWAI Yoshinari
Minister of Transportation HIRATSUKA Tsunejiro
Minister of Finance ISHIBASHI Tanzan
The Enterprise Reconstruction and Reorganization Law Contents
Chapter 3. Making of Reorganization Plan
Chapter 4. Execution of Reorganization Plan
Chapter 5. Merger of the Old Account with the-New Account
Chapter 6. Economy Reconstruction and Reorganization Committee
Chapter 7. Miscellaneous Provisions
Chapter 8. Penal Provisions
The Enterprise Reconstruction and Reorganization Law
Chapter 1. General Rules
Article 1. The present Law aims at the sound recovery and development of industries by proper and fair treatment of the losses resulting from the collection of the War Indemnity Special Tax and by the acceleration of reconstruction and reorganization for those companies coming under the Law concerning the Emergency Measures for the Account of Companies.
Article 2. In the present Law the terms "special accounting company," "designated hour," "Overseas Assets," "company's assets," "old account," "new account" and "Special Supervisors" shall mean "special accounting company," "designated hour," "company's assets," "Overseas Assets," "old account," "new account" and "Special Supervisors" referred to in the Law concerning the Emergency Measures for the Account of Companies.
Chapter 2. Special Loss
Article 3. A joint stock company which is a special accounting company (hereinafter called "special accounting joint stock company" ) shall, as will be provided for by Ordinance, make the following computation as at the designated hour:
1. The following amounts (estimated amounts if the amounts are not definite at the time of computation) shall be totalled:
a. The loss which will result from the levying of the War Indemnity Special Tax.
b. The loss of the Overseas Assets.
c. The loss resulting from the fact that the bank deposit entered on the inventory prescribed in Article 5 of the Law concerning the Emergency Measures for the Account of Companies (hereinafter called "the inventory" ) were transferred to the Second Restricted Account prescribed in Article 1 (3) of the Enforcement Regulation of the Financial Emergency Ordinance so that full payment of the deposit cannot be made.
d. The loss, excepting those prescribed in the preceding items, resulting from the termination of war or the enforcement of the War Indemnity Special Measures Law.
e. The aggregate amount of the amounts entered on the assets column of the balance sheet of Article 5 of the Law concerning Emergency Measures for the Account of Companies (hereinafter referred to as the balance sheet") under the provisions of Article 2, Item 3, of the Enforcement Ordinance of the Ordinance concerning the Emergency Measures for the Account of Companies, Article 6, Item 3, of the Enforcement Ordinance of the Law concerning Emergency Measures for the Enterprise Readjustment Funds, and Articles 286,287 and 291, Paragraph 3 of the Commercial Code.
f. The deficits for the business year ending at the designated hour as entered on the assets column of the balance sheet and the deficits brought forward.
g. The total losses arising on the old account by the time of the merger of the old account with the new account after the designated hour (in place of the merger, the abolition of the old account is made as regards the joint stock company establishing only the old account;sic passim,) except the amounts indicated in the above items.
h. Other matters as may be prescribed by an Ordinance.
2. The following sums shall be totalled (in case the sum is not fixed at the time of computation, the expected sums shall be used):
a. The profits for the business year ending at the designated hour as entered on the liabilities column of the balance sheet and the profits brought forward.
b. The amount as prescribed in an Ordinance of the reserve funds entered on the liabilities of the balance sheet.
c. The total profits arising on the old account by the time of the merger of the old account with the new account after the designated hour.
d. Other matters as may be prescribed by an Ordinance.
Article 4. In case where the total amount of Item 1 of. the preceding article exceeds the total amount of Item 2 of said article, the excess shall refer to the amount of the special loss.
Chapter 3. Making of Reorganization Plan
Article 5. A Special Supervisor of the special accounting joint stock company capitalized at more than 1,000,000 yen, the special accounting joint stock company which is a designated company referred to in Article 1-2 of the Imperial Ordinance No.657, 1945, and the special accounting joint stock company which makes the computation of burden as prescribed in Article 7, Item 2, makes revaluations as prescribed in Article 8, Paragraph 1, or make dispositions as prescribed in Article 34, Paragraph 1, shall make an organization plan in accordance with an Ordinance and shall submit it to the competent Minister for approval within a period stipulated by an Ordinance.
As regards a special accounting company which is a designated company referred to in Article 1-2 of the Imperial Ordinance No.657, 1945, or a special accounting joint stock company which is an enterpriser referred to in Article 1, Paragraph 1 of the Ordinance of Commerce and Industry and Education Ministries No.1, 1946, or in Article 1, Paragraph 1 of the Ordinance of Transportation Ministry No.32, 1946, in case the company makes a regulation as to the matters to be approved due to the provision of the said Ordinance in the reorganization plan, the application for approval referred to in the provision of the preceding paragraph shall be regarded as the application for approval based on the provision of the said Laws and Ordinances so far as the application of these Laws and Ordinances is concerned.
Article 6. The following matters shall be described in the reorganization plan subiect to provisions of Ordinance:
1. Discrimination between continuance and dissolution of company.
2. Whether or not the provisions of the Commercial Codes are applied to the execution of the reorganization plan.
3. If company continues to exist, undertaking plan and fund plan after the continuance;full names of executive personnel.
4. If company is dissolved, the time of dissolution and the discrimination between the two methods, whether conducting ordinary liquidation or special one.
5. If company is amalgamated, the partner, method and time-limit of amalgamation.
6. If a new company is established by means of amalgamation, undertaking plan, fund plan and full name or title of stockholders, executive personnel and creditors.
7. If management of the enterprise is in whole or in part mandated or its property is in whole or in part leased and invested or a company is newly set up, the outline of the plan;full name or title of the stockholders and the executive personnel, the matters pertaining to sale or other disposal of the stock and the matters pertaining to the succession to the liabilities as prescribed in Article 10.
8. The matters pertaining to the matter of disposal belonging to the old account.
9. The manner of disposal of property besides the matters as mentioned in the preceding two items.
10. Amount of the special loss, total amount of the known claims bearing the special loss and the ratio of the total amount of the known claims bearing the special loss to the amount calculated as a burden on the old claim due to the provisions of Article 7;and the matters relating to revaluation prescribed in the provisions of Article 8.
11. As regards the old claim as prescribed in Article 14, Paragraph 1, of the Law concerning the Emergency Measures for the Account of Companies (the old claim referred to in the proviso of the said paragraph excluded), the matters pertaining to the modification of the conditions.
12. The matters pertaining to the calling for the unpaid capital stock.
13. The matters pertaining to the issuance of stock as prescribed in Article 11.
14. The matters pertaining to the restriction on the voting right as prescribed in Article 13.
15. The matters pertaining to the disposal of the profits pursuant to Article 24 to Article 26 inclusive.
16. The matters pertaining to the disposition of the accounting carried over as the special loss as prescribed in Article 34, Paragraph 1.
17. The matters pertaining to the decrease of capital stock as prescribed in Article 34, Paragraph 2.
18. The matters pertaining to the schedule of the execution of the reorganization plan.
19. Other matters as may be prescribed by an Ordinance.
Article 7. The special accounting joint stock company shall compute the amount of the special loss which it will bear in the following order:
1. As to the amount of the special loss, computation shall be made with the stockholders bearing the amount equivalent to nine-tenths of the capital (in case of a special accounting joint stock company whose capital is more than 100,000 yen and less than 500,000 yen, the balance remaining after 50,000 yen is deducted from the capital and whose capital is less than 100,000 yen, one-half of the amount of the capital, hereinafter the same).
2. Should a special loss remain after the computation as in the above paragraph, the amount of such remaining loss shall be computed and borne by the creditors of known claims to be borne by the special loss up to seven-tenths of the total amount of known claims amongst old claims of Article 14, Paragraph 1 of the Law concerning Emergency Measures for the Account of Companies (hereinfater called the claim bearing the special loss).
3. Should a special loss still remain after computation as in the above paragraph, the amount of such remaining loss shall be borne by the stock holders up to the amount equivalent to one-tenth of the amount of capital (for a special accounting joint stock company whose capital is more than 100,000 yen and less than 500,000 yen, the amount of 50,000 yen and whose capital is less than 100,000 yen, one half of the capital).
4. Should a special loss still remain after computation as in the above paragraph, the amount of such remaining loss shall be borne by the creditors of known claims to be borne by the special loss up to the amount of three-tenths of the claim bearing the special loss.
Article 8. In case where the special supervisors of a special accounting company intend to make such revaluations as may be prescribed by Ordinance, such revaluations shall be stipulated in the reorganization plan.
To the extent that revaluations are permitted by the Ordinance of the preceding paragraph, the provisions of other Laws and Ordinances shall not apply.
The amount of profit accompanied by the said revaluations shall be added to the amount as prescribed Article 3. Item 2.
Article 9. The special accounting joint stock company shall, in accordance with the provisions of an Ordinance, prepare the document calrifying the computation prescribed in Articles 3 and 7, and obtain the approval of the Special Supervisors.
The company prescribed in the preceding paragraph shall, in accordance with the provisions of an Ordinance, submit the document approved under the said paragraph to known creditors of the company without delay, and shall simultaneously make a public notice and keep the document at the main office and branch offices for perusal of the persons interested.
The company prescribed in Paragraph 1 shall attach to the document to be submitted to known creditors as prescribed in the preceding paragraph, the paper certifying the approval of Paragraph 1 and in cases where revaluation are made under the preceding article, the paper clarifying the computation as prescribed under Articles 3 and 7.
Article 10. In case special accounting joint stock company invests the whole or a part of the assets belonging to the new account, those who are invested with the assets shall succeed to the liabilities borne, on the new account after the designated hour by the special accounting joint stock company as prescribed by Ordinance.
The succession to the liabilities prescribed in the preceding paragraph shall be subject to the provisions of the reorganization plan.
Article 11. In case where issuance of no voting_stocks convertible to voting stocks is stipulated in the reorganization plan the provisions of Article 242, Paragraph 2, of the Commercial Code shall not apply thereto.
In the case of the preceding paragraph, the period during which such conversion may be made shall be provided for in an Ordinance.
Article 12. Regarding the calling of unpaid capital, as stipulated in the reorganization plan special stipulations may be made in an Ordinance notwithstanding the provisions of other Laws and Ordinances.
Article 13. In case where most part of the stocks of a company prescribed in Article 6, Paragraph 1 (hereinafter called "second company" ) belongs to a certain special accounting joint stock company or others and if the special accounting joint stock company intends to institute a voting trustin relation to the voting right or to restrict voting right etc., the fact shall be specified in the reorganization plan.
Article 14. The Special Supervisors of a special accounting joint stock company shall, when they have applied for the approval referred to in the provisions of Article 5, make a public notice of the matter as specified in Article 6, Item 10, without delay and keep the documents specified in the reorganization plan at the main office and branch office for perusal of the interested persons.
The stockholders and creditors may, if they have an objection to the matters as stipulated in the reorganization plan, file the objection with the competent Minister together with the reasons thereof within one month after the day of the public notice prescribed in the preceding paragraph.
Article 15. In case an application is filed in accordance with the provisions of Article 5, Paragraph 1, the competent Minister shall, after the lapse of the term prescribed in Paragraph 2 of the preceding article, give his approval or disapproval in a written document after scrutinizing whether the reorganization plan is fair, equitable, and feasible or is against public policy.
The competent Minister may, if he deems it necessary to do so, give his approval to a reorganization plan after modification within the scope of the objections filed under the provisions of Paragraph 2 of the preceding article.
The competent Minister shall, if he has given approval to a reorganization plan after modification as provided for in the preceding paragraph or has not admitted the objection filed in accordance with the provisions of Paragraph 2 of the preceding article or has given disapproval, state the reasons thereof in the document of approval or disapproval as prescribed in Paragraph 1 above.
Article 16. In case the special accounting joint stock company which has filed the application for approval pursuant to the provisions of Article 5 is given a disposal of disapproval, the company concerned shall file again, within one month after the day of the disposal or disapproval, an application for approval as prescribed in Article 5 with necessary modifications based on the reasons stated in the document of disapproval due to Paragraph 3 of the preceding article.
Article 17. In case the Special Supervisor of the special accounting joint stock company coming under the provisions of Article 5, Paragraph 1 fails to file an application for approval on the reorganization plan within a period specified in an Ordinance under said paragraph or within a term specified in the preceding article, or is given again disapproval on the reorganization plan, the competent Minister may order that the company be dissolved.
The special accounting joint stock company which has received the order prescribed in the preceding paragraph shall be dissolved according to the order prescribed in the said paragraph.
Article 18. Upon approval of the application granted in accordance with the provisions of Article 15, Paragraph 1 or 2, the Special Supervisors shall, in accordance with the provisions of an Ordinance, make a public notice on the matters specified in Article 6, Item 10, without delay and keep the document stating the reorganization plan which is approved (hereinafter called the approved reorganization plan) at the main office and branch office for perusal of the interested persons.
Article 19. The old claim as specified in Article 14, Paragraph 1, of the Law concerning the Emergency Measures for the Account of Companies, shall be cancelled at the amount corresponding to the amount obtained by multiplying the amount with the ratio specified in Article 6, Item 10, on the day of the approval prescribed in Article 15, Paragraph 1 or 2, and the amount of the claim shall be determined according to such approval.
In the case of the preceding paragraph, the rate of obligation of all creditors shall be equal with one another regardless of types of debentures and detention right, right of priority, pledge and mortgage.
Article 20. Should the necessity of making modification to the matters (excluding the matter pertaining to cancellation or determination of the claim referred to in the preceding article) on the approved reorganization plan arise due to an unavoidable cause, the Special Supervisors shall within a period specified in an Ordinance, file with the competent Minister an application with necessary modifications on the approved reorganization plan in accordance with the provisions of an Ordinance, provided that this shall not apply to the case where an Ordinance provided for otherwise.
The provisions of Article 14 to Article 18 inclusive shall apply mutatis mutandis to the case of the preceding paragraph.
Article 21. The Special Supervisors of the special accounting joint stock company other than those coming under Article 5, Paragraph 1, shall, if they deem it necessary to do so, draft the reorganization plan and file it with the competent Minister in accordance with the provisions prescribed by Ordinance.
The provisions of Article 5, Paragraphs 2, 6, 14, 15, 18, and the preceding article shall apply mutatis mutandis to the preceding case.
In case a special accounting joint stock company which has filed an application for approval in accordance with the provisions of Paragraph 1 is undergone the disposal of disapproval in accordance with the provisions of Article 15, Paragraph 1, to be applied mutatis mutandis under the said paragraph, the company may file again an application with necessary modifications to the reorganization plan concerned based on the reasons stated in the document of disapproval in accordance with Article 15, Paragraph 3 to be applied mutatis mutandis under the preceding paragraph within one month after the disposal of disapproval.
Chapter 4. Execution of Reorganization Plan
Article 22. Upon approval of the application in accordance with the provisions of Article 15, Paragraphs 1 and 2, (including the case where these provisions are applied mutatis mutandis to Article 20, Paragraph 2 and Paragraph 2, of the preceding article) a special accounting joint stock company shall execute reorganization in accordance with its approved reorgnization plan without delay.
Article 23. When the competent Minister has approved a reorganization plan having stipulations to resort to either the procedure of reorganization of company under the Commercial Code or that of special liquidation, he shall notify the law court thereof.
The notification referred to in the preceding paragraph shall be regarded as the notification of the commencement of reorganization of company or special liquidation in accordance with the approved reorganization plan.
Article 24. In the case of the disposal of the assets prescribed in Article 6, Items 7 to 9 inclusive of the special accounting company, the profits or losses, if any, of the disposal shall be appropriated as a temporary account to the liabilities or the assets column of the balance sheet respectively in accordance with the provisions of an Ordinance.
Article 25. The increase or decrease, if any, of the amount of the special loss stated on the approved reorganization plan shall be appropriated as a temporary account to the liabilities or the assets column of the balance sheet respectively in accordance with the provisions of an Ordinance.
Article 26. The amount appropriated as a temporary account to the liabilities or the assets column of the balance sheet shall be balanced at the time when the amount to be accounted as a temporary account is fixed in accordance with the preceding two paragraphs, and if the total amount of those appropriated to the liabilities column exceeds the total amount of those appropriated to the assets column, the amount corresponding to the excess shall be attributed to the old claim referred to in Article 14, Paragraph 1, of the Law concerning the Emergency Measures for the Account of Companies in the manner stipulated on the approved reorganization plan to the extent of the amount of claims cancelled pursuant to Article 19.
In case the total amount of those appropriated to the liabilities column exceeds the total amount of those appropriated to the assets column as a result of the balancing, and if there still remains the balance after deducting the amount to be attributed to the creditors pursuant to the provisions of the said paragraph from the excess, the balance shall be accounted as a profit for the business year to which belongs the day when the amount of the temporary amount is determined, while, if the total amount of those appropriated to the liabilities column does not reach the total amount of those appropriated to the assets column, the deficit shall be accounted as a loss for the business year to which belongs the day when the amount of the temporary account is determined.
Article 27. As regards the matters provided for in the approved reorganization plan, the provisions of other Laws and Ordinances (excluding the Imperial Ordinance No.657, 1945, the Ministries of Commerce and Industry and Education Ordinance No.1, 1946, and Ministry of Transportation Ordinance No.32, 1946) which require approval, sanction, permission or other disposals of the administrative authority shall not apply thereto.
Article 28. In respect to disposing of the assets prescribed in the approved reorganization plan, a special accounting joint stock company may dispose of the assets, irrespective of the provisions of Article 13, Paragraph 2 or Article 14, Paragraph 2, of the Factory Mortgage Law (including the case where these provisions are applied mutatis mutandis under Article 2 of the Mining Mortgage Law and Article 6 of the Fishery Foundation Mortgage Law), of the provisions of Article 4 or Article 20 of the Railway Mortgage Law (including the case where these provisions are applied mutatis mutandis under Article 1 of the Law No.28 1909, and Article 13 of the Canal Law) and of the provisions of Article 44 of the Transportation Enterprise Law.
The provisions of the preceding paragraph shall not apply to the company's assets belonging to the new account.
In respect to disposing of the assets prescribed in the approved reorganization plan, the special accounting joint stock company may dispose of the assets, irrespective of the provisions of Article 22 of the Law concerning the Emergency Measures for the Account of Companies, of the provisions of Laws and Ordinances pertaining to the control of distribution of materials, of the provisions of the articles of incorporation or of the provisions of the existing contracts of the company.
In the preceding case, the provisions of the Laws and Ordinances pertaining to the control of distribution of materials shall not apply to the actions conducted by the other party in regard to disposal of the assets, so far as the matters prescribed in the approved reorganization plan are concerned.
Article 29. A special accounting joint stock company shall not be required to have a resolution at a general meeting of stockholders or of creditors having debentures in respect to the matters prescribed in the approved reorganization plan, irrespective of the provisions of the articles of incorporation or the Laws and Ordinances.
The decisions of the approved reorganization plan shall be binding to the stock holders of the second company, which includes those of companies other than special accounting joint stock companies.
Article 30. When the reorganization plan has been approved by the competent Minister, the compulsory execution, provisional attachment, provisional disposal, auction procedure under the Auction Law suspended in accordance with the provisions of Article 15, Paragraph 3, of the Emergency Measures for the Accounts of Companies Law shall continue to be effective, if it does not prevent the execution of the reorganization plan and shall lose effect on and after the time of the approval of the reorganization plan, if it prevents the execution.
The expenses to be borne for compulsory execution, provisional attachment, provisional disposal, or auction procedure under Auction Law which have effect on account of the preceding paragraph shall be provided for in an Ordinance.
Article 31. The provisions of Articles 165,173,181,184 Paragraph 2, and Article 185 to Article 187 inclusive of the Commercial Code shall not apply in cases where a special accounting joint stock company sets up a second company in accordance with the provisions of the approved reorganization plan, provided this shall not apply to the case where alterations are made to the articles of incorporation within such extent as will not affect the program of the approved reorganization plan.
Article 32 A special accounting joint stock company shall be dissolved on the ground determined as such in the approved reorganization plan.
Article 33. Article 424 of the Civil Code shall not apply to the actions conducted by the special accounting joint stock company in accordance with the approved reorganization plan.
Article 34. In case as permitted by Ordinance a special accounting company may dispose of the whole or a part of the special loss as a loss brought forward, as stipulated in the reorganization plan.
Among the special accounting joint stock companies who have filed an application for approval in accordance with the provisions of Article 5, the companies other than those who have received the approval on the reorganization plan stating the disposal of the whole or a part of the special loss as a loss brought forward shall decrease the capital stock with the amount not less than the amount obtained by deducting from the special loss the aggregate amount of the amount calculated as a burden on the old claim referred to in Article 14, Paragraph 1, of the Law concerning the Emergency Measures for the Account of Companies and the amount to be disposed of as a loss brought forward under the provisions of the preceding paragraph.
In the case of the preceding paragraph, Article 202, Paragraph 2, of the Commercial Code shall not apply thereto.
In case the amount of stock reduced as a result of the decrease of capital does not reach the amount provided for in the provisions of Article 202, Paragraph 2, of the Commercial Code, a special accounting joint stock company shall affiliate stocks in compliance with the provisions of Article 377 to 379 inclusive of the Commercial Code in order to increase the amount of stock higher than the amount provided for in the same paragraph and same article within one year from the day of the registration on the decrease of capital.
Unless the special accounting joint stock company increases the amount of the stock higher than the amount provided for in Article 202, Paragraph 2, of the Commercial Code, the company cannot increase the capital.
In case a special accounting joint stock company decreases the capital under Paragraph 2, the provisions of other Laws and Ordinances pertaining to the restriction on the amount of the capital stock shall not apply within one year after the day of its registration.
In case the amount of stock is lower than the amount stipulated in Article 202, Paragraph 2, of the Commercial Code in accordance with the provisions of Paragraph 2, the transfer of stocks made before the amount is increased to the amount exceeding the amount stipulated in Article 202, Paragraph 2, of the Commercial Code in accordance with the provisions of Paragraph 3 shall not be effective unless otherwise stipulated in an Ordinance.
Necessary matters pertaining to the decrease of capital prescribed in Paragraph 2 shall be provided for in an Ordinance.
Chapter 5. Merger of the Old Account with the New Account
Article 35. The special accounting joint stock company who does not file the reorganization plan prescribed in Article 21, Paragraph 1, shall, within a period prescribed in an Ordinance, file with the competent Minister an application for approval on the merger of the old account with the new account.
The special accounting joint stock company shall in case of filing an application for approval in accordance with the provisions of the preceding paragraph, shall prepare the document clarifying the compultarion prescribed in Article 3 and Article 7, Item 1, in accordance with the provisions of an Ordinance and shall obtain the approval of the Special supervisors.
Article 9, Paragraph 2, Article 14, Paragraph 2, and Article 15, Paragraph 2, hall apply mutatis mutandis to the preceding two paragraphs.
In case the special accounting company coming under Paragraph 1 fails to file an application for approval under the said paragraph within a period specified by the said paragraph, the competent Minister may order the company to submit an application for approval at the specified time.
In case the special accounting joint stock com-pany which has received an order prescribed in the preceding paragraph fails to file an application for approval under the provision of Paragraph 1 by the time specified in the same paragraph, shall dissolve at the termination of the specified time.
Article 36. The old and the new account of the special accounting joint stock company shall be merged into one account on the day enumerated below.
1. In case of a special accounting joint stock company whose special supervisor has obtained the approval under the provisions of Article 15, Paragraph 1 or 11, the day when such approvalis obtaihed;provided that in case the approved reorganization plan stipulates the establishment of a second company, investment in assignment, or lease of the most part stipulated in the approved reorganization plan with the company's assets belonging to the new account, or trust of the considerable part of the management of undertaking, the day when establishment of the second company is registered, or the day (in the case they have two or more days for each, the latest day) on which investment, assignment or lease is made or trust of management of undertaking is executed according to the reorganization plan.
2. In case the special supervisor of a special accounting joint stock company which is liable to file an application far approval on the reorganization plan under the provisions of Article 5, Paragraph 1, fails to file the application within the period prescribed in the same article, the day when such period expires.
3. In case the special supervisor of a special accounting joint stock company who is liable to file anew an application for approval on the reorganization plan under the provisions of Article 16, fails to file the application within the period prescribed in the same article, the day when such period expries.
4. In case the special supervisor of a special accounting joint stock company who is authorized to file anew an application for approval on the reorganization plan under provisions of Article 21, Paragraph 3, fails to file the application within the period prescribed in the same article, the day when such period expires.
5. In case the special supervisor of a special accounting joint stock company which has filed anew an application for approval on the reorganization plan under the provisions of Article 16 or Article 21, Paragraph 3, is under the disposal of disapproval, the day when the company is undergone the disposal of disapproval.
6. Regarding a special accounting joint stock company which obtained approval as prescribed in Paragraph 1 of the preceding paragraph the day of such approval.
7. Regarding a special accounting joint stock company coming under Paragraph 5 of the preceding article, the day of dissolution.
With regard to the assets to be accounted as a temporary account in accordance with the provisions of Articles 24 to 26 inclusive even after the merger of the old account with the new account, a special accounting joint stock company shall prepare the special account book and segregate the assets clearly from other assets.
Article 37. Upon merging the old account with the new account, a special accounting joint stock company shall make a public notice thereof without delay, and register the fact within two weeks in the locality of the main office and within three weeks in the locality of branch office and simultaneously cancel the registration as prescribed in the provision of Article 8, Paragraph 6, of the Emergency Measures for the Account of Companies Laws.
No one can set up against the third party with the matters to be subject to registration in accordance with the provisions of the preceding paragraph before they are registered.
Article 38. The provisions of Article 7 to Article 11, inclusive Article 13 to Article 15, Paragraph 3 inclusive, Article 16, Paragraph 1, to Paragraph 3, and Paragraph 5, Article 19, Article 21 to Article 23, inclusive of the Law concerning the Emergency Measures for the Account of Companies shall not apply to a special accounting joint stock company under Article 36, Paragraph 1, Item 1 on and after the merger of the old account with the new account.
Article 39. The revaluations which are permitted under Article 8 in regard to the fixed assets shall be regarded as acquired price, manufactured price or average price as prescribed in Article 285 of the Commercial Code in respect to the assets concerned.
The necessary matters regarding the depreciation of the fixed assets for general business and others in relation to revaluation as prescribed in Article 8 shall be prescribed by Ordinance.
The profit arising from the revaluation prescribed in Article 8 shall not be included in a profit on the computation of the income referred to in the Corporation Tax Law and the net profit referred to in the Business Tax Law.
Article 40. In case where a special accounting stock company is given approval in accordance with the provisions of Article 15, Paragraph 1, or Paragraph 2, the amount entered on the inventory is deemed to have been revised to the amount of revaluation as prescribed in Article 8 at the time of transfer of the company's assets to the new account in respect to the application of the provision of Article 9 and Article 10 of the Law concerning the Emergency Measures for the Account of Companies.
Article 41. When the special accounting joint stock company completes the execution of the approved reorganization plan (in case a special accounting company is extinguished as a result of the completion of the execution of the approved reorganization plan, those prescribed by an Ordinance) shall report the fact to the competent Minister without delay and make a public notice in accordance with the provisions of an Ordinance.
In order to secure the rapid and equitable execution of the approved reorganization plan, the campetent Minister can issue necessary orders before he is given notice of the fact that the total execution of the approved reorganization plan is completed.
In case the special accounting joint stock company commits an action in violation of the approved reorganization plan, the competent Minister can cancel the action.
In order to secure the rapid and equitable execution of the approved reorganization plan, the interested persons in a special accounting joint stock company can require the company to take a necessary measure or file to the competent Minister an application for issuance of order.
Article 42. The Law concerning the Emergency Measures for the Account of Companies shall not apply to a special accounting joint stock company mentioned in Article 36, Paragraph 1, Item 1 on and after the completion of the execution as prescribed in Paragraph 1 of the preceding Article, provided that the above shall not apply to penal provision for an action made by the day mentioned above.
A special accounting joint stock company shall cancel the registration prescribed in Article 17, Paragraph 3 of the Law concerning the Emergency Measures for the Account of Companies within two weeks in the locality of the main office and within three weeks in the locality of branch office on and after the day prescribed in the preceding article and the special accounting joint stock company capitalized at less than 200,000 yen shall cancel the registration as prescribed in Article 3, Paragraph 1 of the said Law.
Article 43. In cases where stocks of reorganized company or a second company have fallen in the hands of the special accounting joint stock company concerned, its creditors or any other persons, so that there is a fear of controlling the management of a reorganized company or a second company by any of them, the competent Minister may, if he deems it necessary to do so, order such owner of the stock either assign his stock as indicated by him or delegate his voting right to such person as will be prescribed by an Ordinance.
Chapter 6. Economy Reconstruction and Reorganization Committee
Article 44. In order to operate the present Law smoothly and effectively an Economic Reconstruction and reorganization Committee shall be formed.
Article 45. In case the Competent Minister decides upon important matters or grants approval as prescribed in the provision of Article 15, Paragraph 1 or 2 or gives an order as prescribed in Article 17, Paragraph 1 or Article 43 or makes decisions as prescribed in Article 47 he shall refer to the Economy Reconstruction and Reorganization Committee.
Article 46. The necessary matters other than those prescribed in this Law for the Economy Reconstruction and Reorganization Committee shall be provided for in an Imperial Ordinance.
Chapter 7. Miscellaneous
Article 47. The execution of the function of the Specia Supervisors shall be decided by the majority, provided that if the number of "pros" and "cons" is equal, the competent Minister shall decide at the request of the Special Supervisors.
Article 48. The competent Minister may within one year of the enforcement of the present Law rescind an action, if any, which a special accounting joint stock company conducted consciously and purposely in obstruction of proper and fair reconstruction and reorganization within four months before the enforcement of the present Law, (as regards a special accounting joint stock company designated after the enforcement of the present Law under Article 1, Paragraph 1, Item 2, of the Law concerning the Emergency Measures for the Account of Companies, the designated day. The same shall apply hereinafter).
Article 49. The competent Minister may whenever he deems it necessary issue to a special accounting joint stock company any orders necessary for supervision.
The competent Minister may whenever he deems it necessary for enforcement of the present Law ask any person concerned for a report or have government officials concerned pay visit to any necessary spot and have them inspect the state of business affairs, books, documents or any other necessary matters.
When any governmental official pays a visit for inspection in accordance with the preceding paragraph, he shall carry with him a certificate identifying his authority according to the provisions of an Ordinance.
Article 50. The competent Minister may have a part of his administrative functions as prescribed in this Law carried out by chiefs of Prefectural Government Bureaus.
Article 51. The competent Minister may have a part of the business related to enforcement of the present Law dealt with by the Bank of Japan in accordance with the provisions of an Ordinance.
Article 52. Provisions in the present Law shall apply mutatis mutandis as are necessary to any of those enumerated below in accordance with the provisions of an Ordinance.
1. Special accounting companies other than joint stock companies.
2. Any persons other than special accounting companies to which the Law concerning the Emergency Measures for the Account of Companies is applied mutatis mutandis.
Regarding any matters necessary for applying the provisions of the present Law mutatis mutandis, special provisions may be stipulated in an Ordinance.
Article 53. Should the special accounting joint stock company, by violating the provisions of Article 3, Article 7 or Article 24 to Article 26 inclusive or by making illegal revaluations, cause loss to the creditors or the stockholders, the officers in charge of the business, the liquidators, the supervisors as provided by Article 398 of the Commercial Code, or the custodians of bankrupted property or the Special Supervisors of the said company shall indemnify the loss jointly with said company. However, officers and others who, in carrying out their business, made out the accounts as provided by Articles 3 and 7 or Article 24 to Article 26 inclusive, or make revaluations under Article 8 without fault are exempted.
The right to obtain compensation for loss provided in the above paragraph shall commence from the date of approval as provided in Article 15, Paragraph 1 or 2, and continue for a period of five years when due to the prescription it shall become extinct.
Article 54. Regarding the application of this Law to a special accounting joint stock company under bankruptcy, special case shall be provided for in an Ordinance.
Article 55. Except those stipulated in this Law, the matters concerning the registration and other necessary matters for the reconstruction and reorganization of enterprises shall be determined by an Oidinance.
Chapter 8. Penal Provisions
Article 56. A person or persons who come under any of the following items shall be liable to a penal servitude of three years or less or to a fine of 30,000 yen or less.
1. A person or persons who make a false statement in the document clarifying the computation as prescribed in Articles 3 and 7.
2. A person or persons who make a false statement in the document of the reorganization plan which stipulates the matters prescribed in Article 6, Item 10.
3. A person or persons who execute the reconstruction in violation of the approved reorganization plan.
4. A person or persons who violate the order as prescribed in Article 43.
Article 57. A person or persons who come under any of the following items shall be liable to a penal servitude of one year or less or to a fine of 10,000 yen or less:
1. A person or persons who violate the order as prescribed in Article 41, Paragraph 2.
2. A person or persons who fail to submit a report as prescribed in Article 49, Paragraph 2 or submit a report which is false.
3. A person or persons who reject, prevent or evade the inspection as prescribed in Article 49, Paragraph 2, without just cause
Article 58. Should Special Supervisors, in violation of the provisions of Article 5, Paragraph 1, Article 16 or Article 20, Paragraph 1, fail to apply for approval, they shall be liable to a penal servitude of one year or less or a fine of 10,000 yen or less.
Article 59. Should representatives of a judicial person or a proxy, employee, or others in service of a judicial person or an individual, violate the provisions of Article 56, or Article 57, Item 1 or 2 with respect to the business or property of the judicial person, or individual, the violater shall be punished and, furthermore, the judicial person, or individual involved shall be liable to the fines provided in the articles of this Law.
Article 60. In any of the following cases, the directors or other persons corresponding to them or special Supervisors of a special accounting joint stock company, shall be liable to a penalty of 5,000 yen or less;
1. If they fail to make public notice referred to in Article 9, Paragraph 2, Article 14, Paragraph 1, or Article 18 (including the case to be applied mutatis mutandis under Article 20, Paragraph 2, and Article 21, Paragraph 2, the same shall apply hereinafter) Article 37, Paragraph 1, or Article 41, Paragraph 1, or make a public notice which is false.
2. If they fail to keep the document or reject the perusal without a just cause in violation of Article 9, Paragraph 2, and Article 14, Paragraph 1, or Article 18.
3. If they fail to obtain an approval of the Special Supervisors in violation of Article 9, Paragraph 1, or Article 35, Paragraph 2.
4. If they fail to register in violation of an Ordinance to be issued under the present Law.
5. If they fail to merge the stocks or if they increase the capital in violation of Article 34, Paragraph 4, or 5.
6. If they violate the order prescribed by Article 39, Paragraph 2 or the order issued under Article 49, Paragraph 1.
7. If they fail to report as prescribed in Article 41, Paragraph 1.
Article 61. The provisions of Article 56 to the preceding article inclusive shall apply to the case of Article 52, provided that in the provisions of Article 60, "a special accounting joint stock company" shall read "those other than special accounting joint stock companies prescribed in Article 52."
Supplementary Provisions:
The day of the enforcement of this Law shall be determined by an Ordinance.
The following amendments shall be made to a part of the Law concerning the Emergency Measures for the Account of Companies:
In Article 1, Paragraph 1, Item 1, "the excess, if any, of the value of movables, immovables, claims and other property entered in the inventory at the designated hour (as regards the fixed assets for general business of a joint stock company, incorporated joint stock limited company or limited company, and the securities with a quotation of the exchange, the amount shall not exceed the amount stipulated in Article 285 of the Commercial Code which is to be applied mutatis mutandis under Article 285 or Article 458 Paragraph 2, of the Commercial Code or Article 46, Paragraph 1, of the Limited Company Law)" shall readthe amount of the profits for the business year ending at the designated hour as entered on the balance sheet."
In Article 4, Paragraph 1, "Article 1, Paragraph 1, Item 2" shall read "companies prescribed in the main part, of Article 1, Paragraph 1, Item 1, or Item 2, of the said paragraph" and "said item" shall read "until the day of the enforcement of this Law or Item 2 of the said paragraph," and in Paragraph 3 of the said article, "until the day of the enforcement of the Law or" shall be inserted after "from the designated hour."
Article 8-2. In case a necessity arises of transferring the assets to the old account from among the company's assets belonging to the new account, a special accounting joint stock company can, on the decision of the Special Supervisors and on the approval of the competent Minister, transfer the assets. In this case the company's assets concerned shall be regarded as having been transferred to the old account on the day of the actual transfer and the provisions of Article 14, Paragraph 5, shall apply mutatis mutandis thereto.
The provisions of Article 8, Paragraph 1 to Paragraph 4, inclusive and Article 6 shall apply mutatis mutandis to the company's assets transferred from the new account to the old account.
In Article 39, Paragraph 2, "in the preceding paragraph" shall read "in the preceding two paragraphs" and "those other than special accounting companies prescribed in the preceding paragraph" shall read "those other special accounting companies prescribed in Paragraph 1 or companies and others prescribed in the preceding paragraph" and "the provisions in the preceding paragraph" shall read "the provisions of the preceding two paragraphs" and the following paragraph shall be inserted after Paragraph 2 of the said article.
Necessary provisions of this Law may be, in accordance with the provisions of an Ordinance, applied mutatis mutandis to the company and others who have a fear of the excess of the liabilities over the assets or insolvency due to the lost prescribed in an Ordinance on and after the day prescribed in an Ordinance.