We hereby give Our Sanction to the Ordinance for The Holding Company Liquidation Commission Ordinance No. 542 of the twentieth year of Showa (1945) concerning the Orders to be issued in consequence of Our Acceptance of the Potsdam Declaration, and cause The Said Ordinance to be promulgated.
Signed: Hirohito, Seal of the Emperor
This ninetieth day of the fourth month of the twenty-first year of Showa (19 April, 1946)
Countersigned : Baron Kijuro Shidehara Prime Minister
Chuzo Mitsuchi Minister of Home Affairs
Chuzo Iwata Minister of Justice
Viscount Keizo Shibusawa Minister of Finance
Sankuro Ogasawara Minister of Commerce and Industry
Senpachi Soijima Minister of Agriculture and Forestory
Giichi Murakami Minister of Transportation
Imperial Ordinance No. 233
The Holding Company Liquidation Commission Ordinance.
Article 1. The object of the Holding Company Liquidation Commission (thereinafter called the Commission) is to promote the prompt liquidation of such companies as may be designated in accordance with this Ordinance (hereinafter referred to as Holding Companies) by receiving transfer of securities (including all evidences of ownership) and other properties owned by them, and by administering and disposing of such securities and other properties with a view to democratizing the ownership and management of enterprises.
The Commission shall be a juridical person.
Article 2. The Commission shall have its principal office in the city of Tokyo.
Article 3. The Comission shall specify in its Articles of Incorporation the following particulars.
3. The location of offices
4. The particulars concerning the Commissioners
5. The particulars concerning the Chairman, Executive Commissioners and Auditing Commissioners
6. The particulars concerning the business and its execution
7. The particulars concerning the accounts
8. The manner of serving public notices.
Article 4. The Commission shall effect registration in accordance with the provisions of Ordinance.
The matters required to be registered in accordance with the provisions of the preceding paragraph cannot be set up against a third party until after the registration.
Article 5. The Commission shall consist of a number of Commissioners.
The original Commissioners shall be appointed by the Prime Minister from among the people of superior knowledge and experience.
The term of office of the Commissioners shall be eighteen (18) months, except that the term of office of those Commissioners who have been appointed Chairman, Executive Commissioners or Auditing Commissioners shall be extended until the expiration of the respective terms as provided in the third paragraph of Art. 6.
In a case when, after the establishment of the Commission, a new Commissioner is to be appointed due to the expiration of the original Commissioner's term of office, his death of any other cause, such appointment shall be made by the Prime Minister subject to the approval of the Superivising Committee of the Liquidation of the Holding Companies (hereinafter called the Supervising Committee).
The rules and regulations pertaining to the Supervising Committee shall be prescribed by a separate enactment.
Article 6. The Commission shall have a Chairman. Executive Commissioners and Auditing Commissioners.
The Chairman, Executive Commissioners and Auditing Commissioners shall be appointed by the Prime Minister from among the Commissioners.
The term of office of the Chairman, Executive Commissioners and Auditing Commissioners shall be three (3) years, eighteen (18) months and two (2) years, respectively.
In a case when, after the establishment of the Commission, a new Chairman, Executive Commissioner or Auditing Commissioner is to be appointed due to the expiration of the term of office, the death of the incumbent or any other cause, such appointment shall be made by the Prime Minister subject to the approval of the Supervising Committee.
The Chairman is to represent the Commission and preside over its deliberations and meetings.
The Fxecutive Commissioners shall represent the Commission subject to the provisions of the Articles of Incorporation and execute the business of the Commission.
The Auditing Commissioners shall inspect the operation of the business of the Commission.
Article 7. The Chairman may, subject to the provisions of the Articles of Incorporation, appoint his proxies who shall be authorized to do on his behalf all acts in or out of Court relating to the business of the subordinate offices.
Article 8. Personnel of the Commission shall be considered to form part of the official service, as defined by appropriate laws and ordinances.
Article 9. The Commission shall conduct the following business :
1. Receive from the Holding Companies securities and such other properties owned by them as the Commission may elect to receive.
2. Manage and dispose of the securities and other properties transferred from the Holding Companies (hereinafter referred to as transferred properties).
3. Supervise and control the liquidation of the Holding Companies, and pending such liquidation, to supervise and control the business of the Holding Companies.
4. Execute those functions incidental to the business specified in the preceding items.
The Commission shall protect the interests of small shareholders in executing the functions specified in the preceding paragraph so far as it is consistent with the purpose of dissolving the Holding Companies.
Important matters pertaining to the business of the Commission shall be decided upon in meetings of the Commissioners in accordance with the provisions of the Articles of Incorporation. '
Article 10. In case the Commission deems it necessary to the effective liquidation of the Holding Companies, the Commission may order them to transfer their securities and such other properties owned by them as the Commission may elect to receive.
Article 11 The Commission shall, when receiving transfer of securities and other properties from the Holding Companies, issue receipts to the Holding Companies in exchange for the transferred properties.
No claims for payment on account of transferred properties shall be valid unless supported by receipt issued by the Commission.
Article 12. The receipts shall not be transferred or used as collateral for loan unless permissfon of the Commission is obtained.
In a case where a holder of the receipts transferred or used the receipts as collateral with the permission provided in the preceding paragraph, such action is deemed to convey the right of claim belonging to the holder of the receipts for the payment of the properties transferred to the Commission.
Any action in contravention of the provisions stipulated in the first paragraph of this Article shall be null and void.
Article 13. The Commission shall determine, with the approval of the Prime Minister the amounts to be paid in redemption of the receipts that have been issued for the transferred properties. Such amounts shall be based upon but shall hot exceed the net proceeds of such securities or other properties derived upon their final disposition.
Any determination of redemption prices made in excess of those specified in the preceding paragraph shall be null and void.
Article 14. The income accruing to the Commission from the transferred properties subject to the deductions to be stipulated in Ordinance, shall be paid to the Holding Companies from time to time.
Article 15. The Commission shall pay for the transferred properties, upon their final liquidation, by delivering to the holders of the receipts registered bonds of the Imperial Japanese Government except as otherwise provided by Ordinance.
The Government bonds referred to in the preceding paragraph shall not mature in less than ten years from the date of delivery.
The delivery prices of the Government bonds referred to in the first paragraph of this Article shall be determined in accordance with the provisions of Ordinance.
Article 16. The following owners of registered bonds shall not transfer such registered bonds or use them as collateral unless approved by the Commission in writing: (a) Persons who received registered bonds in accordance with the provisions of Art.14. (b) Shareholders or partners of the Holding Companies who received registered bonds from the persons specied in the subsection (a). (c) Persons who received registered bonds by inheritance or succession from the persons specified in sub-section (a) and (b). (d) Any other persons who may be designated by the Commission.
Any transaction incontravention of the provisions of the preceding paragraph shall be null and void.
When a person specified in the first paragraph wants to apply for a release from registration of registered bonds, he shall obtain written approval of the Commission.
Article 17. The voting rights incident to the transferred securities shall be exercised to insure proper methods of accounting and reporting and to accomplish changes in management, corporate practices and other changes designed to accomplish the objective stated in the first paragraph of Art.1.
Article 18. The Commission may give the Holding Companies such instructions as are deemed necessary for their liquidation, and pending such liquidation, for the operation of any remaining business of such Holding Companies.
Article 19. The Commission may cause the Holding Companies to make reports of the status of their business and property and may from time to time inspect their records and properties.
Article 20. The fiscal year of the Commission shall be from April to March of the next following year.
Article 21. The Commission shall make public reports at the end of each fiscal year including statements of the Commission's own income and expenses, inventories and profit and loss statements relating to the transferred properties. Such reports shall be submitted to the Prime Minister and the Supervising Committee not later than two (2) months after the end of each fiscal year.
Article 22. The Prime Minister may at any time cause the Liquidation Commission Examiner (hereinafter called the Examiner) to make an inspection of the status of the Commission's business and properties. The Examiner shall be appointed by the Prime Minister from among people of superior knowledge and experience.
The term of office of the Examiner shall be two (2) years, except when special circumstances require that he be relieved of his appointment before the expiration of his term of office.
The Examiner, after inspection of the status of the Commission's business and properties, shall submit his reports to the Prime Minister and the Chairman of the Commission. The Examiner may at any time cause the Commission to make reports to him pertaining to the status of its business and properties.
The Chairman of the Commission shall keep in the principal office of the Commission such reports as are specified in the preceding Article for inspection by any interested persons. Article 25.
In case a Commissioner, the Chairman, an Executive Commissioner or an Auditing Commissioner has acted contrary to the law or ordinances, the Articles of Incorporation or against the public interest, or in case his performance of duties is deemed inadequate in the execution of the business of the Commission, the Prime Minister may discharge, subject to the approval of the Supervising Committee, such Commissioner, Chairman, Executive Comissioner or Auditing Commissioner.
Article 26. The Commission shall be dissolved upon completion of its work
The necessary matters concerning the dissolution of the Commission shall be provided for by a specific enactment.
Article 27. The provisions stipulated in Art. 44, 50 and 57 of the Civil Code and the first paragraph of Art. 35. of the Judicial Procedure Law shall apply to the Commission.
Article 28. The Commission shall not be subject to the levy of Income Tax, Corporation Tax, Business Tax or Securities Transaction Tax.
Article 29. With regard to the income derived from the transferred properties, the Income Tax and Special Tax on Dividends and Interest shall be levied as if such properties were owned by the respective Holding Companies.
In so far as the application of the Income Tax Law, Corporation Tax Law, Business Tax Law and Contingent Profit Tax Law is concerned, the Holding Companies shall be deemed not to have been dissolved even after the dissolution is effected and not until such time as the properties transferred to the Commission shall have been liquidated.
Any distribution of the remaining property of the Holding Companies made during the time referred to in the preceding paragraph, shall be deemed, for the purposes of taxation, as a dividend of corporate profit of the Holding Company except as otherwise provided by Ordinance.
Article 30. Except in so far as provided in this Imperial Ordinance, necessary matters to accomplish the objective stated in the first paragraph of Art.1 in connection with liquidation of Holding Companies shall be prescribed by Ordinance.
Article 31.In case a Holding Company has contravened the instructions provided for in -Art 18, or has failed to make reports or made untrue reports, or has refused, obstructed or evaded the inspection made by Commissioners as provided in Art.19, the Commission may replace the directors, liquidators or other similar persons responsible for such action. Article 32. In case a Holding Company has contravened the order provided for in Art. 10, the directors or other similar officers of such Company shall be subject to penal servitude for not more than three (3) years or a fine for not more than fifty thousand yen (¥50,000). '
Article 33. In case a Holding Company has failed to make reports or made untrue reports as provided for in Article 19, the directors, liquidators or other similar persons shall be subject to penal servitude for not more than three (3) years or a fine for not more than fifty thousand yen (¥50,000). The same penalties shall apply in cases where a Holding Company has refused, destructed or evaded the inspection as provided for in the same Article.
Article 34. In case a Holding Company has contravened the instructions provided for in Art.18, the directions, liquidators or other similar persons of such Holding Company shall be subject to penal servitude for not more than one (1)year or a fine for not more than thirty thousand yen (¥30,000).
Article 35. In case the Commission has failed to submit reports or submitted untrue reports in contravention of the provisions of Art. 21,or in case the Commission has failed to make reports or made untrue reports as provided for in the second paragraph of Art. 23, the chairman and or Executive Commissioners shall be subject to penal servitude for not more than one (1)year or a fine for not more than ten thousand yen (¥10,000).
In case an Examiner failed to submit reports or submitted untrue reports in contravention of the provisions of the first paragraph of Art. 23, he shall be subject to the same penalty as provided in the preceding paragraph of this Article. Any person who has refused, obstructed or evaded the inspection made by the Examiner in contravention of the provisions of the first paragraph of Art. 22, he shall be subject to the same penalty as provided
in the first paragraph of this Article.
Article 36. Penalties imposed under from Art. 32 to Art. 35 may be both imprisonment and fine according to the circumstances.
Article 37. In case the Commission failed to effect the registration or effected untrue registration in contravention of this Ordinance or other Ordinances which may be promulgated in accordance with this Ordinance, or in case the Commission failed to keep reports as provided for in Art. 24, the Chairman and or Executive Commissioners shall be subject to a fine for not more than one thousand yen (¥1,000).
Article 38. The matters which come under the jurisdiction of the Prime Minister under the terms of this Ordinance shall be handled in the Secretariate of the Cabinet.
Article 39. This Ordinance shall come into force on the day of its promulgation.
Article 40. The Prime Minister shall appoint an Establishing Committee which will manage the business of establishing the Commission.
Article 41. The Establishing Committee shall prescribe the Articles of Incorporation and shall submit it to the Prime Minister for his approval.
Article 42. Upon obtaining the approval provided in the preceding Article, the Establishing Committee shall, without delay, transfer its business to the Chairman of the Commission.
Upon transfer of the business referred to in the preceding paragraph, the Chairman of the Commission shall apply for the registration of the establishment of the Commission.
The Commission shall be established upon completion of the above registration.
Article 43. The designation of the Holding Companies as provided for in the first paragraph of Art. I shall be made by the Prime Minister upon recommendation of the Commission within a period of eighteen (18) months from the date of the establishment of the Commission.
Article 44. The Registration Tax Law shall be amended as follows:
In the seventh item of Art. 20 "or Salt Union Central Corporation" shall be amended to read: "Salt Union Central Corporation or Holding Company Liquidation Commission" and "or Salt Monopoly Law" shall be amended to read: "Salt Monopoly Law or the Holding Company Liquidation Commission Ordinance No. 233 of 1946".