Ordinance for the Enforcement of the Reconversion Finance Bank Law Chapter I. Registration

Article 1. The Reconversion Finance Bank shall effect registration on the establishment in the locality of the head office within two weeks after the president of the Bank has received the transfer of the business relating to the establishment from the establishment commissioners. The following shall be stated on the registration on the establishment: 1. Purpose. 2. Title. 3. Offices. 4. Amount of the capital stock and of the paid-up capital stock. 5. Names and addresses of President, Vice-President, Directors and Auditors. 6. Scope of the representative right, if any, of Vice-President or Directors. 7. Means of public notice. The Reconversion Finance Bank shall effect registration on the matters prescribed in the preceding Paragraph in the locality of the subordinate office within one week after the Bank has effected the registration on the establishment.

Article 2. In case a subordinate office is set up after the establishment of the Reconversion Finance Bank, the registration on the establishment shall be effected within two weeks in the locality of the head office and the registration on the matters prescribed in Paragraph 2 of the preceding Article shall be effected within three weeks in the locality of the new subordinate office and the registration on the establishment of the new subordinate office shall be effected within the said period in the locality of other subordinate offices. In case a new subordinate office is established at the district where the Registration Office has jurisdiction over the head office or subordinate offices, only the registration on the establishment of the new subordinate office is needed.

Article 3. In case the head office of the Reconversion Finance Bank is removed, the registration on the removal shall be effected within two weeks in the locality of the former office, and the registration on the matters prescribed in Paragraph 2 of Article 1 shall be effected within three weeks in the locality of the new office, and in case a subordinate office is removed, the registration on the removal shall be effected within three weeks in the locality of the former office and the registration on the matters prescribed in the said paragraph shall be effected within four weeks in the locality of the new office, provided that in case an office is removed in the place where the same Registration Office has a jurisdiction, only the registration on the removal is needed.

Article 4. Should the alteration be made to the matters prescribed in Paragraph 2 of Article 1, the registration on the alteration shall be effected within two weeks in the locality of the head office and within three week in the locality of the subordinate office.

Article 5. In case a proxy is appointed as prescribed in Article 13 of the Reconversion Finance Bank Law, the name and address of the proxy and the restriction, if any, on the proxy right of him shall be registered within two weeks in the locality of the office having the proxy. The same shall apply to the case where the matters registered are to be altered or the proxy right of the proxy is to be extinct.

Article 6. On issuing the Reconversion Finance Debentures, the registration on the Debenture shall be effected within two weeks in the locality of the head office and within three weeks in the locality of the subordinate office when the payment as prescribed in Art. 21 is made. The matters prescribed in Items 2 to 6 of Paragraph 2 of Article 18 inclusive and Item 11 shall be stated on the registration referred to in the preceding paragraph. The provisions of Article 4 shall apply mutatis mutandis to the registration referred to in Paragraph 1.

Article 7. Regarding the matters to be registered and to require the approval of the Reconversion Finance Commission, the period of the registration shall be counted as from the day of the arrival of the approval document.

Article 8. The court shall, without delay, make a public notice on the matters which have been registered.

Article 9. Regarding the registration on the Reconversion Finance Bank, the district court of the place where the office is located shall be the Registration Office. Every Registration Office shall keep a Registration Book for the Reconversion Finance Bank.

Article 10. Registrations prescribed in this Ordinance, excepting the registration on the establishment, shall be effected on the request of the President.

Article 11. Articles of Association, a paper certifying the initial payment of subscription, and a paper certifying the qualification of President, Vice-President, Directors and Auditors shall be attached to the application for the registration on the establishment.

Article 12. A paper certifying the appointment of a proxy and a paper certifying the restriction, if any, on the proxy right of him shall be attached to the application on the registration or the appointment of the proxy as prescribed in Article 13 of the Reconversion Finance Bank Law.

Article 13. Application for the Reconversion Finance Debenture, a paper certifying the payment as prescribed in Art. 21 for every Debenture and a paper certifying the underwriting of the company, if any, who has underwritten the Debenture shall be attached to the application on the registration on the Reconversion Finance Debenture.

Article 14. A paper certifying the establishment of a new office or the alteration of the registered matters shall be attached to the application on the registration on establishment of a new office or the removal of an office or matters prescribed in Paragraph 2 of Article 1.

Article 15. The provisions of the preceding Paragraph shall apply mutatis mutandis to the registration on the alteration of registered matters as prescribed in Article 5, on the extinction of the proxy right of the proxy as prescribed in Article 13 of the Reconversion Finance Bank Law, and on the alteration of the registered matters relating to the Reconversion Finance Debentures.

Article 16. Article 142 to Article 151-(6) inclusive and Article 154 to Article 157 inclusive of the Law concerning the Procedure of Non-contentious Matters shall apply mutatis mutandis to the registration referred to in this Ordinance. In this case, "permission by the Government authority" in Article 150-(2) shall read "permission by the Reconversion Finance Commission".

Chapter 2. Reconversion Finance Debentures

Article 17. The Reconversion Finance Debenture shall be uninscribed debentures with coupon, provided that this can be of inscribed form on the request of a subscriber or holder.

Article 18. Those who desire to subscribe for the Reconversion Finance Debenture shall state the number of Debentures to be subscribed for and their adress on the two copies of the application for the Debenture and shall sign their name or put down the name and seal. The application for the Debenture shall be prepared by the President and the following shall be stated on the application: 1. Title of the Reconversion Finance Bank. 2. Total amount of the Reconversion Finance Debentures. 3. Amount of each Reconversion Finance Debentures. 4. Rate of interest of the Reconversion Finance Debentures. 5. Means and term of redemption of the Reconversion Finance Debenture. 6. Means and term of payment of interest. 7. Issue value of the Reconversion Finance Debentures and its minimum price. 8. Amount of the capital stock and of the paid-up capital stock of the Reconversion Finance Bank. 9. The fact, in case the Reconversion Finance Debenture is issued regardless of the regulation of Par. 2 of Article 18 of the said Law in order to convert the old Debentures or to settle the liabilities guaranteed in accordance with the provisions of Paragraph 1 of Art. 15 of the Reconversion Finance Bank Law. 10. Amount unredeemed, in case the Reconversion Finance Debenture has been issued previously. 11. Trade name of the company, if any, who has underwritten the Debenture. 12. The fact, in case the company referred to in the preceding item promised the acceptance of the margin, when the amount of subscription does not reach the total amount of the Debenture. In case the minimum price of the Reconversion Finance Debenture is fixed, the subscriber shall state the amount of subscription on the application for the Debenture.

Article 19. The provisions of the preceding Article shall not apply to the case where the total amount of the Debenture is subscribed with contract.

The same shall apply to the case where a part of the Debenture is subscribed by the company who has underwritten the Debentures. Article 20.

If it is stated on the application for the Debenture that the Debentures be in existence even in case where the amount of subscription for the Debentures does not reach the total amount of the Debenture to be issued, the amount of subscription can be the total amount of the Debenture. Article 21.

In case the subscription for the Debenture is completed, the president shall make the full payment for the Debenture effected without delay. Article 22.

Companies who have underwritten the Debentures can act the conduct as prescribed in Paragraph 2 of Article 18 and in the preceding Article on its own name on behalf of the Reconversion Finance Bank. Article 23.

The Bank cannot issue actually the Debenture, unless the total amount is paid in. Article 24.

Matters prescribed in Items 1 to 6 of Paragraph 2 of Article 18 inclusive and Item 11 and the debenture number shall be stated on the Debenture and the President shall put down the name and seal on it. Article 25. The Reconversion Finance Bank shall keep the Original Book of the Reconversion Finance Debenture at the head office. The following shall be stated in the Original Book of the Reconversion Finance Debenture. 1. Quantity and the number of the Debenture. 2. Date of issuance of the Debenture. 3. Matters prescribed in Items 2 to 6 of Paragraph 2 of Article 18 inclusive and Item 11. In the case of the Debenture of inscribed form, name and address of the holder of the Debenture and date of acquisition shall be stated on the Original Book, in addition to matters referred to in the preceding paragraph.

Creditors of the Reconversion Finance Bank can request the perusal of the Original Book of the Reconversion Finance Debenture at any time during the business hour of the Bank. Article 26. No one can set up with the transfer of the Debenture of inscribed form against the Bank or other third party or parties, unless name and address of the acquisitor is stated on the Original Book of the Reconversion Finance Debenture and the name is stated on the Debenture.

In cases where the Reconversion Finance Debenture of inscribed form is made an object of the right of pledge, no one can set up with it against the Bank or other third party or parties, unless name and address of pledgee are stated on the Original Book of the Reconversion Finance Debenture. Article 27. Companies who have underwritten the Debentures can have an authority of performing juridicial actions on Court or outside of Court necessary for redemption of the Debenture on behalf of holders. In case the companies referred to in the preceding Paragraph have received the redemption of the Debenture, they shall notify publicly the fact in the manner designated by the Article of Incorporation without delay. In addition, the companies shall notify separately to the known holders of the Reconversion Finance Debenture.

In the case of the preceding paragraph, holders of the Debenture can demand the payment of the amount to be redeemed in exchange for the Debenture. Article 28.

In case there are two or more companies who have underwritten the Debenture, the actions under its authority shall be performed jointly. Article 29.

In case, there are two or more companies who have underwritten the Debenture, they shall have a joint responsibility for payment of the amount to be redeemed. Article 30.

The Bank may make the Debentures be underwritten by companies in accordance with the provisions of an ordinance or regulations to be issued in future. Article 31. On redeeming the Reconversion Finance Debenture of uninscribed form, the coupon which is vacant, if any, shall be deducted from the amount of redemption, provided that this shall not apply to the coupon within due date.

Any person having the coupon prescribed in the preceding Paragraph can, at any time, request the payment of the amount deducted in exchange for the coupon. Article 32.

The extinctive prescription shall be 15 years for the claim referred to in Paragraph 3 of Article 27 and 5 years for the claim referred to in Paragraph 2 of the preceding Article. Article 33. Notice or call to those who are to subscribe for the Reconversion Finance Debenture shall be sent to their address stated on the application for the Debenture or if they have notified the address separately to the Bank, it shall be sent to the address concerned. The same shall apply to the case where notice or call is made to the claimant of the Debentures, before they are issued. Notice or call to the holders of the Reconversion Finance Debenture of incribed form shall de sent to their address stated on the Original Book of the Reconversion Finance Debenture, or if they have notified the address separately to the Bank, it shall be sent to the address concerned. Notice or call referred to in the preceding two paragraphs shall be regarded as having been arrived on the day when it was to arrive in a normal state.

Notice or call to the holders who have the Reconversion Finance Debentures of uninscribed form can be made by means of public notice.

Chapter 3. Supervision Article 34.

The competent Minister referred to in the Law shall mean the Finance Minister and the Minister of Commerce and Industry. However, the competent Minister referred to in Article 31 shall mean the Minister of Finance and the Minister having the jurisdiction over the business or the persons as prescribed in various item of the said Article. Article 35.

In case the competent Minister let the competent officials make inspection pursuant to the provisions of Art. 31 of the Reconversion Finance Bank Law, he shall have them carry an identification.

Supplementary Provisions: Article 36.

The present Ordinance shall come into force as from the day of the enforcement of the Reconversion Finance Bank Law. Article 37. The following amendment shall be made to a part of the Imperial Ordinance No. 268 of 1944. After Item 19 of Article 1 the following item shall be inserted. 19-2 The Reconversion Finance Bank.