I hereby give My Sanction to the Imperial Ordinance concerning the partial amendments to be made to the Regulations governing the Organizations and Functions of Ministry for Home Affairs and others 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
Imperial Ordinance No. 484
The following amendments shall be made to a part of the Ordinance for the Enforcement of the Law concerning the Emergency Measures for the Account of Companies.
After Article 2, Paragraph 1, the following item shall be inserted:
(6) Designated equipments prescribed in Article 1 of the Ministries of Commerce and Industry and of Education Ordinance No. 1, 1946, and in Article 1 of the Ministry of Transportation Ordinance No. 32, 1946.
After Article 8, the following two paragraphs shall be inserted:
In case a special accounting company is a party to current account contract, the term for offsets including the designated time shall end at the designated time, and the term to follow shall, unless any represention is made, be regarded as belonging to the coming term for offsets.
Claims for the balance on the current account for the term ending at the designated time over the special accounting company as prescribed in the preceding paragraph shall be old claims.
Paragraph 1 of Article 9 shall be amended as follows:
The following claims shall be included in the old claims prescribed in Article 14, Paragraph 1 of the Law.
(1) Claims for retirement allowance borne by the old account in accordance with the provisions of Paragraph 2 of the preceding article (including retirement allowance prescribed to be borne by the old account in accordance with Order as prescribed in Paragraph 3 of said article).
(2) Claims for the interest on the old claims prescribed in Article 14, Paragraph 1, of the Law, and for the compensation for loss or breach of contract damages, etc. due to non-fulfilment after the designated time regarding the old claims prescribed in the proviso of the said paragraph.
(3) In case unpaid capital stocks are called in after the designated time regarding the unpaid part of the stocks in the hand of a special accounting company, claims for the unpaid capital stocks (those belonging to the new account excluded).
(4) Claims for dividend of profits or interests to be distributed as profits or interests at the settlement time of the special accounting company prior to the designated time.
(5) Claims over the special accounting company of those who have bills of exchange or checks drawn prior to the designated time, due on the special accounting company, and not presented for underwriting or payment prior to the designated time.
In Article 13, Item 2, "Item 1" shall be inserted after "Paragraph 1," Item 4 of the said article shall be Item 9, and after Item 3, the following five items shall be inserted:
(4) With regard to a bilateral contract made by the special accounting company prior to the designated time, in case neither the special accounting nor the party has yet completed the fulfilment of the contract at the designated time, and in case the claims of the special accounting company based on the bilateral contract have been transferred to the new account, the claims of the party corresponding to the amount of the said claim (the claim whose purpose is continuous delivery is excluded).
(5) In case a special accounting company possesses a deposit certificate, a pledge certificate or a warehouse certificate, the claims for charges for custody, or other expenses for custody, of the things entrusted which are stated on the deposit certificate, the pledge certificate or the warehouse certificate.
(6) In case a special accounting company made, prior to the designated time, a contract to purchase articles manufactured with material supplied by it (purchase of the materials repaired or worked up which are supplied by it is included) and to offset the selling expense with the purchasing expense, the claims based on the contract concerned.
(7) Claims belonging to a special accounting company which has set up only the old account and resulting from causes after the designated time.
(8) Claims for the interest on the old claims prescribed in proviso of Article 14, Paragraph 1, of the Law, and for the compensation for loss or breach of contract damages, the due to non-fulfilment regarding the old claim after the designated time as prescribed in each item of proviso of the said paragraph.
In Article 15, Paragraph 1, "those who have claims" shall read "those who have claims, except the Government"; in Paragraph 2 of the said article, "representatives" shall read "representatives (in the case of the juridical person designated by the competent Minister, officers executing the general business)" in Paragraph 3 of the said Article, "trust company" shall read "trust company, and in case where the debentures are issued not by these means, representatives of the creditors having the claim for the debentures under Article 329 of the Commercial Code"; in Paragraph 4 of the said article, "the special accounting company having no old creditors and" shall read "the special accounting company having no old creditor nor creditors who have the claim for the debenture, or the special accounting company which has happened to have no Special Supervisors, due to the fact that the old creditor elected as a Special Supervisor or a person elected as special Supervisor in accordance with the provisions of the preceding paragraph has not taken the post or is regarded as having no intention to take the post"; in Paragraph 5 of the said article, "in case special accounting companies have only one officer executing the business or one old creditor" shall read "in case a special accounting companies has only one officer executing the business or one old creditor or has only one creditor to be elected as Special Supervisor, (excluding the case where the debentures are issued), due to the fact that a person elected as Special Supervisor from among the old creditors has not taken the post or is regarded to have no intention to take the post or has no old claims but has only the trust company or creditors having the claim for the debenture under Paragraph 3.", and the following three paragraphs shall be inserted after the said article.
The special accounting company under the procedure of bankruptcy shall elect as Special Supervisor only from among the old creditors to be elected in accordance with the provisions of Paragraph 1, provided that where the company has auditorial committee, all of them shall be the Special Supervisors.
The special accounting company under liquidation shall elect the special supervisors, two from the liquidators and two from the old creditors of the company.
The provisions of Paragraph 1 to Paragraph 6 inclusive shall be applied mutatis mutandis to the case of the preceding paragraph.
The following proviso shall be inserted after Article 20, Paragraph 1.
Provided that the provisions of the Bankruptcy Law pertaining to the remuneration for custodian of bankrupted property shall apply mutantis mutandis to the remuneration for Special Supervisors of the special accounting company under reorganization, liquidation, proceduee of bankruptcy or procedure of composition.
Article 23-2 In case a special accounting company carries out the business on the new account, by utilizing the equipments belonging to the old account as prescribed in Article 2, Paragraph 1, Item 6, the amount determined by the Special Supervisors can be brought forward from the new account to the old account.
Article 23-3 The special accounting company which has obtained the approval prescribed by the proviso of Article 1 Paragraph 1, Item 1 of the Law shall merge the old account in the new account. However, the company which has established only the old account shall abolish the old account.
In the case of the preceding paragraph, the business year which has been changed under Article 16, Paragraph 4 of the Law shall be regarded as having been unchanged.
Article 23-4 The Special accounting company can convene the regular general meeting for the business year ending at the designated time according to the provisions of article 16, Paragraph 4, of the Law before the date of the regular general meeting provided for in the articles of incorporation regarding the business year beginning from the designated time inclusive irrespective of the provisions of the article of incorporation.
In Article 24. "Whose loss is guaranteed by the Government" shall read "whose loss is guaranteed by the Government and insurance companies designated in accordance with the provisions of Article 2 of the former Wartime Special Property Insurance Law."
Supplementary Provisions:
The present Ordinance shall come into force as from the day of its promulgation, except that Article 2, Article 8, Article 9, Article 15, Article 23-2, Article 23-4 and Article 24 shall come into force retroactively from 15, August 1946.
The provisions of proviso of the preceding paragraph shall not disturb the effect of repayment made by a special accounting company, prior to the enforcement of the present Ordinance.
The temporary general meeting convened prior to the day of the enforcement of the present Ordinance shall be regarded as the regular general meeting convened under Article 23-4, if an approval is granted in accordance with the procedure prescribed by Articles 281 to 283 inclusive of the Commercial Code with regard to the document prescribed by Article 281 of the said code for the business year ending at the designated hour under Article 16, Paragraph 4, of the Law.