I hereby give My Sanction to the Imperial Ordinance for the Enforcement of the Law concerning the Emergency Measures for the Account of Companies and cause the same to be promulgated.
Signed: HIROHITO, Seal of the Emperor
This fifteenth day of the eighth month of the twenty-first year of Showa (August 15,1946).
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
Imperial Ordinance No. 391
Imperial Ordinance for the Enforcement of the Law concerning the Emergency Measures for the Account of Companies
Article 1. The amount of the reserve funds referred to in Article 1 Paragraph 1 Item 1 proviso of the Law concerning the Emergency Measures for the Account of Companies (hereinafter called "Law") shall be the amount obtained by deducting the aggregate amount of loss brought forward and the amount appropriated to the assets column of the balance sheet pursuant to Article 2 Item 3 of the Enterprise Readjustment Fund Law and Articles 286, 287 and 291 Paragraph 3 of the Commercial Code from the aggregate amount of those provided in the following items;
1. The reserve funds or others, whatever they may be called, the amount reserved by special accounting companies from the profits obtained for every business year as a result of the disposal of the profits, provided that the reserve funds for the retired and the reserve funds for retirement allowances reserved or reserved deposit pursuant to Retirement Allowance Law and the reserve funds for tax payments reserved pursuant to Taxation Institution Law.
2. In case of issuance of stocks above par others than those coming under the preceding item, the amount reserved from the amount above par.
3. The amount obtained from the profits resulted from amalgamation or decrease of capital, other than those coming under Item 1.
4. The amount reserved by the order of the Government, other than those coming under Item 1.
5. In case the amount of War Insurance received exceeds the value entered on the inventory at the time when the actual payment relating to the purpose of this insurance occurs, and the whole or a part of the amount in excess, is appropriated with the liabilities column as temporary account, the amount thus appropriated.
Article 2. The following companies assets shall not belong to the new account.
1. Claims for War Indemnity and others and Overseas Assets.
2. Deposit or other claims to financial institutions except those belonging to the new account of financial institutions pursuant to Article 2 of the Law concerning the Emergency Measures for the Account of Financial Institutions.
3. Bills, checks and securities provided in Securities Dealers Control Act.
4. Claims over special accounting companies prescribed in Article 1 Paragraph 1 of the Law and designated institutions prescribed in Article 1 of the Ministries of Finance, Foreign Affairs, Home Affairs, and Justice Ordinance No. 1, 1945, provided that among claims over special accounting companies, those prescribed in Article 14 Paragraph 1, proviso of the Law shall be excluded.
5. Claims for unpaid stocks (subscriptions in property not follow within due date included).
Regarding claims prescribed in Item 2 of the preceding Paragraph the provisions of the preceding Paragraph shall not apply to securities underwriters referred to in Article 1 of the Securities Underwriters Law, and securities dealers referred to in Securities Dealers Control Act.
Article 3. In case the Special Supervisors determine the scope of the companies assets to be transferred to the new account pursuant to the provisions of Article 7 Paragraph 3, they shall prepare a statement showing the decision and deliver it to the company.
Article 4. In case special accounting companies have set up the new account pursuant to Article 7 Paragraph 6 of the Law, the companies assets to be transferred to the new account shall be regarded as having belonged to the new account on the day when the new account was set up.
Article 5. Special accounting companies shall prepare a statement provided in Article 8 Paragraph 1 of the Law within three weeks after they received from the Special Supervisors the statement provided in Article 3 and obtain the approval of the Special Supervisors.
The competent Minister may extend the term mentioned in the preceding paragraph upon the petition of the special accounting company in case of unavoidable circumstances.
As regard to Overseas Assets, the amount shall be entered en bloc on the statement on the company's assets belonging to the old account.
Special accounting companies shall keep the original copy of the statement on the company's assets belonging to the old account, which has been certified by Public Notary in accordance with the provisions of Article 8 Paragraph 2 of the Law, at the main office and keep the duplicate at the branch office and offer it for perusal of interested persons at any time during the business hour.
Article 6. The provisions relating to certifying the Article of Association in accordance with Article 167 of the Commercial Code in Public Notary Law (Article 62-B of Public Notary Law excluded) shall apply mutatis mutandis to Article 6 Paragraph 2 of the Law.
Article 7. The The rate referred to in Article 10 of the Law shall be 4/1000.
Article 8. Special accounting companies shall calculate by the day the liabilities arising from causes extended from and after the designated hour and account them separately on the new account and on the old account, provided that the liabilities under 1.000 yen shall be accounted as a burden on the new account.
The payment of retirement allowance to those who are to retire within three months after the designated hour shall be the burden on the old account.
The burden on the new account and on the old account for the payment of retirement allowance to those who are to retire after the lapse of the term mentioned in the preceding paragraph shall be determined by Ordinance.
Article 9. Claims for retirement allowance (retirement allowance decided to be the burden on the old account pursuant to Article 8 Paragraph 2, said retirement allowance included) to be the burden on the old account in accordance with the provisions of Article 8 Paragraph 2.
Claims for taxes and other public charges of the State referred to in Item 1 of Article 14 Paragraph 1, proviso, of the Law shall be as follows:
1. Fine, expense for criminal procedure and additional imposition.
2. Those to be collected by making attachment for unpaid taxes.
Article 10. Periodic salaries referred to in Item 2 of Article 14 Paragraph 1 proviso shall be as follows:
2. Periodic allowances and remunerations.
Article 11. Temporary allowance referred to in Article 14 Paragraph 1 proviso of the Law shall be as follows:
1. Allowance and repayment for temporary service relating to the business of the company.
Article 12. The limit of the amount payable (payment relating to retirement allowance excluded) pursuant to Item 3 and Item 4 of Article 14, Paragraph 1, proviso shall be 15,000 yen per person.
The limit of the amount of retirement allowance paid pursuant to Article 14 Paragraph 1 proviso of the Law shall be determined by Ordinance.
Article 13. Claims referred to in Item 6 of Article 14 Paragraph 1 proviso shall be as follows:
1. Claims for loans of financial institution to be repaid with frozen deposits and others (said of frozen deposits provided for in the Law regarding the Emergency Measures for Accounts of Financial Institution) in financial institutions in accordance with provisions of Article 16, proviso, of the Law concerning the Emergency Measures for the Account of Financial Institutions, provided that it is limited to the amount to be repaid with frozen deposits and others in financial institutions.
2. Claims referred to in Article 9 Paragraph 1, provided that the amount is limited to that determined by Ordinance.
3. Payment of allowance in aid arising from the sick and wounded or death on duty prior to the designated hour.
4. Others prescribed by the competent Minister.
Article 14. Regarding claims arising from the management of the assets belonging to the old account, the approval of the competent Minister shall not be needed within three months after the designated hour, in spite of the provision of Article 14 Paragraph 3 of the Law.
Article 15. Special accounting companies shall appoint within two weeks after the designated hour (from, the date of designation in the case of companies which have obtained the designation mentioned in Article 1 Paragraph 1 Item 2 of the Law), the Special Supervisors, two elected from executive officers of the company elected by mutual vote and two from (hereinafter those who have debentures and claims referred to in the proviso of Article 14 Paragraph 1 of the Law are excluded and called "old creditors") other than those executing having the claims over the company concerned on the designated hour and having the highest amount of such claims,
provided that in case the amount of claims is the same, they shall be elected by drawings in case the old creditors to be elected as the Special Supervisors are juridical persons, the privisions of the preceding Paragraph shall apply to the representative of the juridical person concerned as old creditors in this case, the amount of claims shall be the amount of claims of the juridical person concerned.
In the case of special accounting companies issuing debentures prescribed in secured Debentures Trust Act, and trusting the flotation of debentures pursuant to Article 304 of the Commercial Code, at least one of the Special Supervisors to be elected from among old creditors mentioned in Paragraph 1 shall be Trust Company relating to the debentures concerned.
In this case, the provisions of the preceding two paragraphs shall apply mutatis mutandis special accounting companies designated by the competent Minister need not elect Special Supervisors from among old creditors in spite of the provisions of Article 17 Paragraph 1 of the Law.
In case special accounting companies have only one officer executing the business of old creditor, Special Supervisors to be elected from among old creditors shall be one only respectively, in spite of the provisions of Article 17 Paragraph 1 of the Law.
Special accounting companies whose capital stock does not exceed 1,000,000 yen can elect Special Supervisors to be elected, one from the executive officers of the company concerned and one from old creditors of the company concerned.
Article 16. Special accounting companies shall, in case they deem the old creditors to be elected as the Special Supervisors exceedingly unproper, appoint the old creditors of the next order pursuant to the provision of the said paragraph. The provisions of Article 5 of the preceding Article shall apply mutatis mutandis to the case where no creditors in the next order exist.
In the case of the preceding paragraph, old creditors of the upper order who have not been elected as the Special Supervisor can, if they are dissatisfied, lodge a protest.
In case old creditors lodge a protest, the competent Minister can take on appropriate step relating to the election of the Special Supervisors.
Article 17. Special accounting companies can, if they obtained the approval of the competent Minister, increase the number of the Special Supervisors or or appoint those who are not officers executing the business of the company concerned or old creditors as the Special Supervisors in spite of the provisions of Article 17 Paragraph 1 of the Law.
The Special Supervisors or those who have claims at the designated hour equivalent to one tenth or more of the paid-up stock, partners whose shares exceed one tenth of the capital stock at the designated hour, or stockholders who have stocks at the designated hour equivalent to one tenth of the capital stock, of special accounting companies, may demand the company to file an application for the approval referred to in the preceding paragraph.
In case companies receive the demand referred to in the preceding paragraph, they shall file an application as prescribed by Ordinance without delay.
In case the competent Minister approves the application referred to in the preceding paragraph, the special accounting company shall elect the Special Supervisors on the basis of the approval concerned without delay.
The competent Minister can, if he deems necessary, elect ex official the Special Supervisors.
Article 18. In case the Special Supervisors, creditors, partners or stockholders referred to in Paragraph 1 of the preceding Article have a protest against the appointment of the Special Supervisors or they find that exceeding improper persons take place of the Special Supervisors, they can pledge a protest to the competent Minister.
The provisions of Article 16 Paragraph 3 shall apply mutatis mutandis to the case of the preceding paragraph.
Article 19. In case special accounting companies elect the Special Supervisors from among old creditors, they shall notify the fact to the old creditors elected as the Special Supervisors without delay.
The old creditors informed of the fact mentioned in the preceding paragraph shall inform of their will to take place of the Special Supervisors to special accounting companies within two weeks after they received the information.
In case nothing is informed of from the person mentioned in the preceding Paragraph within the term provided in the preceding Paragraph, it is regarded that they have no intention to enter upon the duty.
The Special Supervisors can elect their proculator for the performance of their duty. In this case, the Special Supervisor concerned shall notify the fact together with the address and name of the proculator to special accounting company.
The Special Supervisors can retire from the duty in case they cannot execute their duty due to illness or other just causes. In this case, they notify the fact to special accounting company without delay.
In case the Special Supervisors retired from their post pursuant to the preceding paragraph, or a Special Supervisor died or was removed pursuant to Article 20 of the Law, or lost the qualification to be selected as the Special Supervisor, special accounting companies shall fill the vacant seat pursuant to Article 15 to Article 17 inclusive. In case of difficulty of filling the vacant seat pursuant to the preceding article, the competent Minister can take an appropriate measure.
Article 20. The remuneration for the Special Supervisors elected from those other than officers executing the business of the special accounting company, shall be determined by the Special Supervisors on the deliberation with the special accounting company within a limit of the average remuneration of the officers executing the business of the company.
In case the deliberation is not settled, the competent Minister shall determine. The Special Supervisors elected from among officers of the special accounting company cannot receive remunerations for the Special Subervisors.
The expense needed for the execution of the duty of the Special Supervisors shall be paid.
The remuneration referred to in Paragraph 1 and the expense referred to in the preceding paragraph shall be regarded as the expense needed for the management of the assets belonging to the old account.
The provisions of Article 164 of the Bankruptcy Law shall apply mutatis mutandis to the Special Supervisors.
Article 21. One of the Special Supervisors elected by mutual vote shall prepare a statement certifying the opinions on 'pros' and 'cons' as to various Special Supervisors as prescribed in Article 19 of the Law and keep it with signature and seal of the Special Supervisors.
The Special Supervisor elected by mutal vote pursuant to the provisions of the preceding Paragraph shall sign his name and seal or any statement representing the will of the Special Supervisors.
In case decision of the competent Minister is made, the fact shall be stated on the statement referred to in the preceding paragraph.
Article 22. Special accounting companies need not obtain the approval of the Special Supervisors as prescribed in Article 22 of the Law in the following cases:
1. In case of disposal of the assets for the repayment of liabilities provided in Article 14 Paragraph 1 proviso of the Law.
2. In case of receiving repayment from deposits in financial institutions.
3. In case special accounting companies dispose of the company's assets referred to in Article 7 Paragraph 2 of the Law other than lands, buildings (the case of the company transacting land and building excluded), they dispose of them, within a scope necessary for the execution of the business, with price corresponding to and in excess of the current price.
Article 23. Regarding the administrative work relating to the enforcement of the Law to be performed by the Bank of Japan, necessary items shall be determined on the deliberation of the Ministers of Finance, Agriculture, Commerce and Industry, Welfare and Transportation.
The expense needed for the business to be performed by the Bank of Japan shall be the burden on the Bank of Japan.
Article 24. War Indemnity referred to in the Law and the present Ordinance shall mean claims other than those designated by Ordinance, for indemnity payments and others over the Government or instumentalities similar to the Government (this shall mean the organs established for the purpose of cooperating with the policies performed by the Government and whose loss is guarantied by the Government) on the basis of loss on individuals or juridical persons arising prior to August 15th 1945 from the execution of the war, or operation, restriction or prohibition of business for the execution of the war, production, repair, transfer, utilization expropriation, management, supply, removal, restriction, or prohibition of materials, claims labour or equipments for the execution of the war.
Article 25. Overseas Assets referred to in the Law and in the present Ordinance shall be as follows:
1. Movable property and immovable property overseas (hereinafter the regions designated by the competent Minister included) and claims relating to the above.
2. Right of mining and right of fishing overseas and claims similar to and relating to them.
3. Claims, bank deposits or other deposits of overseas residents or overseas enterprises and their offices or trust transaction of which fulfilment is to be made overseas.
4. Subscription in overseas enterprises and business.
5. Securities issued by and obliging to overseas residents.
6. Copywright, patent right, utility model patent, or trade mark right overseas and claims relating to them.
7. Bank of Japan Notes, Coins, small denomination notes issued by the Government, extraordinary supplemental currency and all other currency excluding type "E" supplemental "yen" note.
8. Claims over the business office or branch office in Japan of companies whose main office is in overseas.
9. Claims to be represented in the currency provided in 7 above, of the persons in Japan.
10. Others things similar to those stated in the preceding items and designated by the competent Minister.
Article 26. The provisions of Article 17, Paragraph 3 and Paragraph 4 shall apply mutatis mutandis when Special Supervisions are elected according to Article 16, Paragraph 1, Article 17, Paragraph 1 and 5 and Article 19, Paragraph 6 or when the procurator is elected according to Article 19, Paragraph 4 or when the claim representing the procurator is extinguished.
Article 27. The competent Minister referred to in the Law and the present Ordinance shall, except the case prescribed in Paragraph 2, mean the ministers having the jurisdiction over the main business of the company concerned and the Minister of Finance.
Supplementary Provision:
The present Ordinance shall come into force as from the day of enforcement of the Law.