I hereby give My Sanction to the Trade Corporation Dissolution Ordinance, under the Imperial Ordinance No. 542 of 20th year of Showa (1945) concerning the Orders to be issued in consequence of My Acceptance of the Potsdam Declaration, and cause the said Ordinance to be promulgated.
Signed: HIROHITO, Seal of the Emperor
This nineteenth day of the sixth month of the twenty-first year of Showa (June 19, 1946).
Countersigned: Prime Minister YOSHIDA Shigeru
Minister of Justice KIMURA Tokutaro
Minister of Commerce and Industry HOSHIJIMA Niro
Minister of Welfare KAWAI Yoshinari
Minister of Finance ISHIBASHI Tanzan
Imperial Ordinance No. 330
The Trade Corporation Dissolution Ordinance.
Article 1. The Trade Corporation shall be hereby dissolved.
Article 2. The Minister of Commerce and Industry shall entrust registration of the dissolution referred to in the preceding Article to Registry Offices in the seats of both the head office and the branch offices of the Trade Corporation.
Article 3. The President of the Trade Corporation shall immediately issue the notification on the said matter to stockholders except the Government.
Article 4. The Minister of Commerce and Industry shall nominate liquidators from among the President, the Vice-President or Directors of the Trade Corporation.
The Minister of Commerce and Industry, when he deems it necessary to protect creditors security holders and the public interest, may dismiss any liquidators from office.
The Minister of Commerce and Industry, when there is a vacancy in the post of the liquidators or a necessity to increase the number thereof, shall nominate the liquidator. In this case the nomination may be made from among other qualified persons than those enumerated in the first Paragraph of the present Article.
Article 5. The liquidator shall not engage in other occupations except by approval of the Minister of Commerce and Industry.
The liquidator shall not have dealings with the Trade Corporation either for himself or for other persons, unless approved by the Minister of Commerce and Industry. In this case the provisions of Article 108 of the Civil Code shall not be applied.
Article 6. The liquidator shall immediately after his assumption of office, make an inventory of property and a balance sheet by personal investigation of the property of the Trade Corporation and shall submit the said papers for the acknowledgement of the Minister of Commerce and Industry.
The liquidators shall perform liquidation in accordance with the liquidation plan laid down by the Minister of Commerce and Industry.
The Minister of Commerce and Industry, when he deems it necessary, may issue orders necessary for liquidation.
Article 7. When the property in possession of the Trade Corporation is insufficient to discharge the total amount of its liabilities, the liquidator may ask stockholders to pay, after obtaining the approval of the Minister of Commerce and Industry.
In the case of preceding Paragraph, the Provisions of Article 392, 393 of the Commercial Code, and Supplement 43 of Article 135 to Supplement 46 of Article 135 of the Code of Procedure on Non-contentious Cases shall be applied mutatis mutandis.
The local court in the seats of the head office of the Trade Corporation shall exercise jurisdiction over the matters provided for by Article 392, 393 of the Commercial Code, coming into mutatis mutandis-application by the preceding Paragraph.
Article 8. The following acts of the liquidator shall be subject to the approval of the Minister of Commerce and Industry:
1) to dispose of the property of the Trade Corporation
2) to institute a law-suit
3) to make a reconciliation and a mediation contract
When the liquidator acts in contravention of the provision of the preceding Paragraph, the Trade Corporation shall be held responsible in favour of the bona fide third person.
The Minister of Commerce and Industry, when he deems it necessary, may issue necessary order to the liquidator with respect to any Item of Paragraph 1.
Article 9. The remaining property after liquidation shall be distributed among stockholders in proportion to their investments. However, the amount for each stockholder shall not exceed the paid-up amount of his investment.
The remaining property exceding the amount of money distributed among stockholders shall revert to the National Treasury.
Article 10. Commercial Banks advancing funds to the Koeki Eidan in relation to the business of filling procurement demands made by the Allied Occupation Army shall be vested with the right of prior lien as agents of the Bank of Japan on those assets of the Koeki Eidan received exclusively for executing the procurement demands of the Allied Forces.
The order of the right of prior lien prescribed in the preceeding Paragraph shall be in addition to that provided for in Item 3 of Article 325 and Item 3 of Paragraph 1 of Article 330 of the Civil Code.
Article 11. The Minister of Commerce and Industry, when he deems it necessary, may inspect the liquidation business and property, order the liquidator to report on the same matter, and, furthermore, may issue orders, or take actions, necessary for supervision thereof.
Article 12. The liquidation Supervision Committee, which is under the jurisdiction of the Minister of Commerce and Industry, shall, in response to the consultation of the same Minister, investigate and consider important matters concerning liquidation such as the valuation of the property of the Trade Corporation and others. The Liquidation Supervision Committee shall consist of a chairman and no more than 30 committee men.
Article 13. The committee men shall be appointed by the Cabinet through recommendation of the Minister of Commerce
and Industry from among officials of the Ministries concerned,
stockholders and creditors of the Trade Corporation and persons of knowledge and experience.
The chairman shall be nominated by the Minister of Commerce and Industry from among the committee men.
Necessary matters concerning the Liquidation Supervision Committee shall be determined by the Minister of Commerce and Industry.
Article 14. The liquidator, on completion of the liquidation business, shall make a settled-accounts report without delay and shall submit it for the approval of the Minister of Commerce and Industry.
Important documents concerning the liquidation, books of the Trade Corporation and important papers concerning its business shall be attached to the settled-accounts report of the preceding Paragraph.
Article 15. When liquidation is finished, the liquidator shall make registration of conclusion of liquidation, either within two weeks after the approval as prescribed in the preceding Paragraph at the seats of the head office, or within three weeks at the seats of the branch office.
Article 16. Registration in accordance with the present Ordinance shall be made on the demand of the liquidator, who is a representative of the Trade Corporation.
Article 17. The provisions of Articles 44 (Paragraph 1), 54, 81 of the Civil Code, Articles 39 (Paragraph 2), 116, 123, 124 (Paragraph 1, 2) 125, 128, 129 (Paragraph 2, 3), 131, 134, 254 (Paragraph 2), 266, 421 to 424, 434 of the Commercial Code, Supplement 35 of Article 135 of the Code of Procedure on Non-contentious Cases shall be applied mutatis mutandis to the liquidation of the Trade Corporations, provided that "appraiser appointed by the Court" in Article 125 and "permission of the Court" in Articles 129 (Paragraph 3), 423 of the Commercial Code shall read "appraiser appointed by the Minister of Commerce and Industry" and "approval of the Minister of Commerce and Industry," respectively.
Article 18. Any liquidator or any deputy or employee entrusted with execution of any specific matter, who shall act contrary to his duties in the interests of himself or any third party or to the disadvantage of the Trade Corporation, and thereby incur any financial loss to the Trade Corporation, shall be punished by a penal servitude for not exceding seven years or by a fine not more than thirty thousand yen.
Any attempt at the offences provided in the preceding Paragraph shall also be punished.
Offenders under the preceding two Paragraphs may be punished by both a penal servitude and a fine according to the circumstances.
Article 19. Any liquidator shall be liable, in the following cases, to a penal servitude for not exceding six months or to a fine not more than five thousand yen.
1) In case of neglecting to obtain the approval as prescribed in Articles 5, 6 (Paragraph 2) and 8 (Paragraph 1) of the present Ordinance.
2) In case of neglecting to submit the report or giving a false description in the report required by the provisions of Article 11 of the present Ordinance.
3) In case of acting in contravention of orders issued in accordance with the provisions of Article 6 (Paragraph 3), 8 (Paragraph 3) and 11 of present Ordinance.
Article 20. Any one, who declines, obstructs or evades the inspection provided by the provision of Article 11 shall be liable to a fine not more than one thousand yen.
Article 21. Any liquidator shall be liable to a fine of not more than five thousand yen in the following cases. However, offenders under the present Article who shall be punished by a penal servitude, shall be exempt from a fine.
1) In case of failing to obtain the acknowledgement as prescribed in Article 6 or the approval as prescribed in Article 14 and 17.
2) In case of neglecting to make the registration as provided in the present Ordinance.
3) In case of neglecting to make the public notice or the notification as provided in the present Ordinance or performing a false public notice or a false notification.
4) In case of giving a false description in the inventory of the property, the balance sheet or the settled accounts report.
Article 22. Registration made in accordance with the present Ordinance is free from fee.
Article 23. Besides the provisions of the present Ordinance, necessary conditions concerning the liquidation shall be instructed by other decrease.
Supplementary Provisions:
Article 24. The present Ordinance shall come into force as from the day that shall be designated by an Imperial Ordinance.
Article 25. The Trade Corporation Law and the Enforcement Regulation of the Trade Corporation Law shall be abrogated.
Concerning the application of punishment rules pertaining to acts taken before the enforcement of the present Ordinance, both of the said Law and the said Ordinance shall remain in force after the enforcement of the present Ordinance.
Concerning the liquidation and registration of the Trade Corporation, both the old Law and the old Regulation shall be in effect, provided that it shall not imply any further continuance of business.
Article 26. The Law concerning Registration Fee shall be revised as follows:
"The Trade Corporation" and "the Trade Corporation Law" in Item 7 of Article 19 are deleted.
Article 27. The Stamp-duty Law shall be revised as follows:
Supplement 6, of Item 6 of Article 5 shall be revised as follows:
6 of Supplement 6 is deleted.