Enforcement Ordinance for the Enterprise Reconstruction and Reorganization Law

Article 1. In the present Ordinance, the terms 'Special accounting joint stock company,' 'new account,' 'approved reorganization plan' and reorganization plan,' shall mean 'special accounting joint stock company', 'new account', 'approved reorganization plan' and 'reorganization plan' referred to in the Enterprise Reconstruction Reorganization Law (hereinafter called the Law).

Article 2. In case where a special accounting joint stock company invests the whole or a part of the assets belonging to the new account, those who are invested with the assets shall succeed to all the liabilities belonging to the new account of the company concerned. In case where a special accounting joint stock company invests the whole of the assets belonging to the new account in two or more persons, those who are invested with the assets shall respectively succeed to the liabilities belonging to the new account of the company concerned in accordance with the following items, provided that if any method other than those prescribed in the following items is stipulated in the approved reorganization plan in the case of giving specific assets as a security or others, such method shall be taken instead. 1. The liabilities arising from purchase, (including establishment, extension or reform of equipments which are the specific assets) management or operation of the specific assets, shall be succeeded to by those who are invested with the assets concerned. 2. The liabilities other than those stated in the preceding item shall be succeeded to by those who are invested with ths assets in proportion to the assets to be succeeded (in case where the liabilities are to be succeeded to in accordance with the preceding item, such liabilities shall be deducted). In case where an application for approval in the reorganization plan stipulating the method as prescribed in proviso of the preceding paragraph is filed, the supporting reason shall be stated therewith. The provisions of the preceding two paragraphs shall correspondingly apply to the case of the succession of a part of the liabilities belonging to the new account of the special accounting joint stock company who invests the whole or a part of the assets belonging to the new account.

Article 3. The period during which the demand to convert the non-voting stock to the voting stock as prescribed in Art. 11 par. 1 of the Law can be made, shall begin from the date of the registration in the case of issuance of the non-voting stock. The period as prescribed in the preceding paragraph shall not be under two years. The financial institutions as prescribed in Art. 27 of the Law concerning the Emergency Measures for Financial Institutions having the old claim as prescribed in Art. 14 par. 1 of the Law concerning the Emergency Measures for the Account of Companies (the claim as prescribed in proviso of said paragraph is excluded) cannot make demand of conversion in respect to non-voting stock of the special accounting joint stock company concerned which was obtained by investing the claim notwithstanding proceding two paragraphs.

Article 4. The expense needed for the business performed by the Bank of Japan shall be borne by the same bank, in accordance with the provisions of Art. 51 of the Law.

Article 5. The expense needed for compulsory execution, provisional attachment, provisional disposal or auction under the Auction Law, which have become invalid pursuant to Art. 30 par. 1 of the Law, shall be borne by the special accounting company, provided that this shall not apply to the case of procedure which was unnecessary for the realization of the claim to its extent.

Article 6. The competent Minister referred to in the Law and the present Ordinance shall mean the Minister having the jurisdiction over the business performed by the special accounting joint stock company and others concerned, and the Minister of Finance.

Supplementary Provisions: The present Imperial Ordinance shall come into force as from the enforcement day of the Law. The following amendments shall be made to a part of the Enforcement Ordinance for the Law concerning the Emergency Measures for the Account of Companies.

Article 1-(2) In respect to the profit for the business year ending at the designated hour as entered on the balance sheet as prescribed in Art. 1 par. 1 item 1 proviso of the Law, the following shall be deducted from the compulation as prescribed in proviso of said item: 1. Profits resulted from the revaluation of the companys' assets, 2. Profits resulted from the issue of stocks above par, 3. Profits resulted from amalgamation of capital decrease, 4. Amount corresponding to the amount of corporate tax for the business year ending at the designated hour.

Next to Art. 2 par. 1, the following item shall be added: 7 Claims for compensation over the tax payer, the person who has transferred the claim for Government Special Debt Certificate, or Special Deposit and others or the transferer of the claim for War Indemnity of the special accounting joint stock company who is a proxy tax payer, a person who has received the claim for Government Special Debt Certificate or Special Deposit and others or a tax payer under Art. 41 par. 1 to par. 3 inclusive (including the case where the said Article is correspondingly applied to Art. 42 of the said Law) or Art. 53. Next to Art. 9 par. 1, the following two items shall be added: 6) War Indemnity Special Tax to be imposed upon the special accounting joint stock company in accordance with the War Indemnity Special Measures Law. 7) Claims for compensation over the special accounting joint stock company who is a taxpayer, person who has transferred the claim for Government Special Debt Certificate or Special Deposit and others, or a transferer of the claim for War Indemnity in accordance with the Provisions of Art. 41 par. 1 to 3 inclusive, Art. 42 or 53 of the War Indemnity Special Measures Law. 8) Others as may be designated by the Competent Minister.