I hereby give My sanction, to the Sempaku Kodan Law for which the concurrence of the Imperial Diet has been obtained and cause the same to be promulgated.
Signed:HIROHITO, Seal of the Emperor
This seventh day of the fourth month of the twenty-second year of Showa (April 7, 1947)
Countersigned: Prime Minister YOSHIDA Shigeru
Minister of Justice KIMURA Tokutaro
Minister for Home Affairs UEHARA Etsujiro
Minister of Finance ISHIBASHI Tanzan
Minister of Transportation MASUDA Kaneshichi
Minister of Commerce and Industry ISHII Mitsujiro
THE SEMPAKU KODAN LAW
Chapter I General Provisions
Article 1. The Sempaku Kodan shall have, for its object, the adjustment and utilization of ships and materials for shipbuilding and repairs in order to promote the speedy rehabilitation of marine transportation in accordance with the basic policies and plans set up or to be set up by the Director-General of the Economic Stabilization Board.
The Sempaku Kodan shall be a juridical person.
Article 2. The main office of the Sempaku Kodan shall be established in Tokyo.
The Sempaku Kodan may, with the approval of the competent Minister, establish branch offices in places necessary for the business mentioned in Article 16.
Article 3. The authorized fixed capital of the Sempaku Kodan shall be \300,000,000.
The capital mentioned in the preceding paragraph shall be subscribed exclusively by the Government.
Working capital shall be obtained by loan when necessary from the Reconstruction Finance Corporation.
Article 4. The Sempaku Kodan shall stipulate the following matters in its Articles of Incorporation:
4. Matters relative to capital;
5. Matters relative to the officers;
6. Matters relative to business and its execution;
7. Matters relative to accounting;
8. Method of public notice.
The Articles of Incorporation may be revised with the approval of the competent Minister and the Director-General of the Economic Stabilization Board.
Article 5. The Sempaku Kodan shall register as prescribed by the Imperial Ordinance.
The matters required to be registered as provided for in the preceding paragraph shall not be valid against a third person unless they are registered.
Article 6. The Income Tax and the Corporation Tax shall not be levied on the Sempaku Kodan.
The prefecture, city, town, village and those corresponding to them shall not levy local taxes on the enterprise of the Sempaku Kodan. This shall not apply to the case where the Minister for Home Affairs and the Minister of Finance have approved under special circumstances.
Article 7. In case where the Sempaku Kodan has effected registration as regards the acquisition of title concerning a ship or the maintenance of the title thereof relating to the business described in Article 16, the amount of the Registration Tax shall be 1.5/1000 of the value of the ship or the real estate.
Article 8. The Sempaku Kodan shall be dissolved by the order of the Director-General of the Economic Stabilization Board.
The matters necessary in case of dissolution of the Sempaku Kodan shall be prescribed by the Imperial Ordinance.
Article 9. Any person other than the Sempaku Kodan shall not use the words Sempaku Kodan or similar words in his firm name.
Article 10. The provisions of Articles 44, 50, 54 and 57 of the Civil Code and Article 35, paragraph 1 of the Non-litigant Case Procedural Law shall apply correspondingly to the Sempaku Kodan.
Chapter II Officers and Employees
Article 11. The Sempaku Kodan shall have as its officers, one President, one Vice-President, two or more Directors and one or more Auditors.
The President shall represent the Sempaku Kodan and supervise its business in accordance with the provisions of Article 16.
The Vice-President shall as prescribed in the Articles of Incorporation represent the Sempaku Kodan, assist the President in conducting business, act for him in case he can not take his duty, and perform his function in case his post becomes vacant.
The Directors shall as prescribed in the Articles of Incorporation represent the Sempaku Kodan, assist the President and the Vice-President in conducting its affairs, act for them in case they can not take their duty, and perform their function in case their positions become vacant.
The Auditors shall inspect the business of the Sempaku Kodan.
Article 12. The President, Vice-President, Directors and Auditors shall be appointed by the competent Minister.
Article 13. The President, Vice-President and Directors may, in accordance with the provisions of the Articles of Incorporation, delegate power to officers and employees of the Sempaku Kodan who shall have authority to perform all juridical and non-juridical matters in regard to the affairs of the main or branch offices.
Article 14. The officers and employees of the Sempaku Kodan shall not be permitted to be stockholders or employees or to have any beneficial interest in any company or enterprise engaging in building, repairing or operating ships.
Article 15. The officers and employees of the Sempaku Kodan shall be government officials and employees.
The ranking of the President shall be Vice-Minister of Transportation. Officers other than the President shall be of first-class officials. Other employees shall be of first, second or third class officials. The competent Minister shall fix the number of the above staff.
The officers and employees of the Sempaku Kodan shall be governed by all laws and Ordinances relating to the government officials, excepting the cases where the competent Minister stipulates the special exception concerning the amount of salaries, civil service rules, etc., with the approval of the Director-General of the Economic Stabilization Board.
Chapter III Business
Article 16. The Sempaku Kodan shall conduct, under the direction and supervision of the competent Minister, the following business in conformity with the basic policies and plans to be established by the Director-General of the Economic Stabilization Board:
1. Placing orders for vessels, marine engines and fittings and equipments, and orders for reconstruction, repairing, Salvaging and scrapping of vessels;
2. Purchasing and selling vessels, marine, engines, fittings and equipments and materials for shipbuilding, and maintaining and leasing vessels;
3. Leasing and selling facilities for shipbuilding enterprises;
4. Custody of vessels by commission from the Government.
The operation of vessels owned or under custody of the Sampaku Kodan shall be made by operation contracts with private operators.
Article 17. The Sempaku Kodan at the commencement of its functioning shall establish its methed of doing business and submit the same to the Director-General of the Economic Stabilization Board for his approval. This shall also apply to the case where a change is to be made thereto.
The Director-General of the Economic Stabilization Board shall, when he gives the approval of the preceding paragraph, inquire of the competent Minister and the Minister of Finance. In this case, however, the final responsibility for the approval shall rest with the Director-General of the Economic Stabilization Board.
Article 18. The Sempaku Kodan shall, at the beginning of each fiscal term, establish a business program financial program snd submit the same to the Director-General of the Economic Stabilization Board for his approval. This shall also apply to the case where a change is to be made thereto.
The Director-General of the Economic Stabilization Board shall, when he gives the approval of the preceding paragraph, inquire of the competent Minister and the Minister of Finance. In this case, however, the final responsibility for the approval shall rest with the Director-General of the Economic Stabilization Board.
Chapter IV Accounting
Article 19. The business year of the Sempaku Kodan shall be from April of each year to March of the following year and divided inte first and second terms.
Article 20. The Sempaku Kodan shall prepare a Statement of assets, a balance sheet and a statement of profit and lose for each term and submit them, within two months of the end of each fiscal tera, to the Director-General of the Economic Stabilization Board for his approval.
The Directer-General of the Economic Stabilization Board shall, when he gives the approval of the preceding paragraph, inquire of the competent Minister and the Minister of Finance. In this case, however, the final responsibility for the approval shall rest with the Director-General of the Economic Stabilization Board.
In case the approval has been obtained as provided for in paragraph 1, the Sempaku Kodan shall make a public notice of the statement of assets, the balance sheet and the statement of profit and loss, and shall keep the said documents together with the Articles of Incorporation in each office.
The statement of assets, balance sheet and statement of profit and loss of the preceding paragraph shall be verified and audited by the Board of Audit.
The Sempaku Kodan shall when it has obtained the approval of the Director-General of the Economic Stabilization Beard pay to the national treasury, the entireprofit as determined by stipulations of the Ordinance.
The books, documents or other necessary records of the Sempaku Kodan shall be written orderly and elearly and kept in custody available for inspection of the Board of Audit, the Economic Stabilization Board and the competent authorities.
The Board of Audit shall carry out the continual and accurate audit thereof.
Chapter V Supervision and Fosterling
Article 21. The Director-General of the Economic Stabilization Board shall direct and supervise the Sempaku Kodan to conform to his basic policies and plans.
The Director-General of the Economic Stabilization Board may, when deemed necessary to promote the basic policies and plans of the marine transportation, issue the necessary orders for the supervision of the Sempaku Kodan.
The competent Minister may, when deemed necessary to secure appropriate adjustment and utilization of ships and materials, issue a necessary order in accordance with the basic policies and plans to the Sempaku Kodan.
The competent Minister and the Director-General of the Economic Stabilization Board may, when deemed necessary order the Sempaku Kodan or a person who has leased a ship or any of the facilities for shipbuilding enterprises or purchased materials for shipbuilding from the Sempaku Kodan to make a report, or cause the competent officials to make an official search and examine the situation of business, books, documents or any other necessary matters.
Any official authorized to make an examination must carry the identification certificate with him.
Article 22. The Sempaku Kodan shall prepare rules on remuneration for its officers and employees when deemed necessary to pay special remunerations to them, and submit them to the Director-General of the Economic Stabilization Board for his approval. This shall also apply to the case where a change is to be made thereto.
The Director-General of the Economic Stabilization Board shall, when he gives the approval of the preceding paragraph, inquire of the competent Minister and the Minister of Finance. In this case, however, the final responsibility shall rest with the Director-General of the Economic Stabilization Board.
Article 23. The competent Minister may remove an officer of the Sempaku Kodan in case he violates Laws and Ordinances, the Articles of Incorporation or Ordinance issued on the basis of this Law.
The Directer-General of the Economic Stabilization Board may also remove an officer of the Sempaku Kodan if he considers that he is not suitable or properly carrying out his duties in connection with the objects and business of the Sempaku Kodan.
Article 24. The competent Minister may order the persons concerned as referred to in any of the following items to give necessary co-operation for the Kodan's execution of the orders of the Economic Stabilization Board as referred to in the provisions of Article 21, paragraph 2:
1. Those building vessels or manufacturing marine engines or fittings and equipments on the order of the Sempaku Kodan and those placing order therefor together with the Sempaku Kodan;
2. Those reconstructing, repairing, salvaging or scrapping vessels on the order of the Sempaku Kodan and the shipowners or ships'husband there of;
3. Those who have purchased or leased vessels, materials for building or repairing vessels or facilities for shipbuilding enterprises from the Sempaku Kodan.
In case where the persons concerned have incurred loss by virtue of the order referred to in the preceding paragraph, the Sempaku Kodan shall pay fair compensation to such person within one month of the date on which the co-operation was finished.
The competent Minister shall not issue the order of paragraph 1, unless necessary regulation are made for the compensation of the preceding paragraph with the approval of the Director-General of the Economic Stabilization Board.
Chapter VI Penal Provisions
Article 25. Those who violate the provisions prescribed in Article 24, paragraph 1, shall be liable to penal servitude not exceeding five years and or a fine not exceeding\50,000.
Article 26. The offcers and employees of the Sempaku Kodan who come under and commit an act contrary to one of the following items shall be liable to penal servitude not exceeding five years and or a fine not exceeding\50,000:
1. Those who perform business which is not prescribed in Article 16;
2. Those who violate an order relative to supervision of the Director-General of the Economic Stabilization Board or the competent Minister, prescribed in Article 21, paragraph 2 or 3.
Article 27. All persons who fail to report or submit a falsified report or refusing interfering or evading inspections shall be liable to a penal servitude not exceeding one year and or a fine not exceeding\10,000.
Article 28. Those who viotate the provisions prescribed in the preceding three Articles may, according to circumstances, be liable to penal servitude and a fine.
In case a representative of a juridical person other than the Sempaku Kodan or an agent employee or any other person engaged by a juridical person or a person commits the violation mentioned in Article 25 and the preceding Article with regard to the business of the juridical person or the person, the respective juridical person or the respective person shall be liable to a fine prescribed in this Article, bisides punishing the offender.
Article 29. Those who use the name of the Sempaku Kodan or a similar name in violation of the provisions of Article 9 shall be liable to a fine not exceeding\10,000.
Supplementary Provisions:
Article 30. The day of the enforcement of this Law shall be set forth by an Imperial Ordinance.
Article 31. The competent Minister shall appoint an organizing committee to take charge of the transaction of business relative to the establishment of the Sempaku Kodan.
Article 32. The organizing committee of the Sempaku Kodan shall prepare the Article of Incorporation, and obtain the approval of the competent Minister and the Director-General of the Economic Stabilization Board.
When the said committee has obtained the approval referred to in the preceding paragraph the committee shall without delay demand payment of the authorized fixed capital.
Article 33. When the payment of the said capital has been made, the committee shall without delay hand over its work to the president of the Sempaku Kodan.
When the President has been handed over the work mentioned in the preceding paragraph;all of the President, Vice-President, Directors and Auditors shall effect the registration of the establishment of the Kodan.
The Sempaku Kodan shall come into existence, upon the registration of the establishment.
Article 34. The provisions of Article 9 shall not apply for six months after the enforcement of this Law to those other than the Sempaku Kodan who use the name of Sempaku Kodan of Similar names at the time this Law is put into effect.
Article 35. Rights and obligations partaining to those vessels, marine engines, fittings and equipments thereof, materials for building and repairing vessels, and facilities for shipbuilding enterprises, which have been under the custody of the Industrial Equipment Corporation shall be transferred, from the Industrial Equipment Corporation to the Sempaku Kodan.
Necessary matters for the limit of the rights and obligations to be transferred in accordance with the provisions of the preceding paragraph and also necessary matters pertaining to the transference shall be provided for by Ordinance.