法令番号: 法律第68号
公布年月日: 昭和22年4月17日
法令の形式: 法律

審議経過

I hereby give My sanction to the Law concerning the partial amendment to the Enterprise Reconstruction and Reorganization 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 sixteenth day of the fourth month of the twenty-second year of Showa (April 16, 1947)
Countersigned: Prime Minister　YOSHIDA Shigeru
Minister of Justice　KIMURA Tokutaro
Minister of Welfare　KAWAI Yoshinari
Minister of Finance　ISHIBASHI Tanzan
Minister of Transportation　MASUDA Kaneshichi
Minister of Commerce and Industry　ISHII Mitsujiro
Minister of Agriculture and Forestry　KIMURA Kozaemon
Law No.68
Article 1.　The Enterprises Reconstruction and Reorganization Law shall be partially amended as follows:
In paragraph 1 of Article 5, "capital" shall read "capital as outstanding on the designated hour" .(hereinafter referred to as "the capital" )
In item 7 of Article 6, "or its property" shall read "its property" and in the same item, next to "sets up" shall be added "or its assets are invested or transferred to companies who are to increase their capital to double or more in order to be invested with or transferred of the whole or a part of the assets."
In item 2 of Article 7, next to "amongst old claims" shall be added "other than those as prescribed by a separate Ordinance" and the following new paragraph shall be provided for in the said Article:
The computation of the amount of burden of stockholders with respect to various stocks for the amount of burden computed according to the provisions or item 1 or 3 of the foregoing paragraph shall be according to the stipulations by a separate Ordinance.
In paragraphs 1 and 2 of Article 8, "as may be prescribed by an Ordinance" shall be deleted.
Articl 18-(2).　As regards the succession of liabilities as stipulated by an approved reorganization plan in accordance with Article 10, creditors to such liabilities who have any objection thereon may file such objection with special accounting companies concerned within one (1) month from the day of approval as prescribed by paragraph 1 or 2 of Article 15.
The provisions of paragraphs 2 and 3 of Article 100 of the Commercial Code shall be applied mutatis mutandis to the case of the foregoing paragraph.
The provisions of the foregoing two paragraphs shall apply mutatis mutandis to creditors who have any objection with respect to amalgamation or capital decrease to be stipulated in an approved reorganization plan. In this case the provisions of paragraph 1 of Article 100 (including such cases wherein paragraph 2 of Article 376 of the Sale Code is applied mutatis mutandis to the said provisions) of the Commercial Code shall not apply thereto.
Special accounting companies cannot make investment, amalgamation or capital decrease before the lapse of the period of time as prescribed by paragraph 1.
In paragraph 1 of Article 19, next to "the old claims as specified in Article 14 paragraph 1 of the Law concerning the Emergency Measures for the Account of Companies" shall be added "as may be prescribed by a separate Ordinance."
In paragraph 2 of Article 20, "to Article 18 inclusive" shall read "to Article 18-(2) inclusive."
In paragraph 2 of Article 21, "and the foregoing Article" shall read "Article 18-(2) and the foregoing Article."
In Article 22, "paragraph 2 of Article 20 and paragraph 2 of the foregoing Article" shall read "paragraph 2 of Article 20, paragraph 2 of the foregoing Article and paragraph 2 of Article 54-(2)."
In Article 31, "in cases where a special accounting jointstock company sets up a second company in accordance with the provisions of an approved reorganization plan" shall read "in case of establishment of a second company or of the increase of capital thereof to be made according to an approved reorganization plan in accordance with the provisions of item 7 of Article 6," and "and the provisions of Articles 185 to 187 inclusive" shall read "the provisions of Articles 185 to 187 inclusive, Article 353, paragraphs 2 and 3 of Article 354 and Article 355."
In paragraph 3 of Article 34, "paragraph 2" shall be deleted and paragraph 2 of the same Article shall read as follows:
With the exception of Special accounting jointstock companies who are under the procedure of liquidation or bankruptcy, special accounting jointstock companies who are to dissolve in accordance with the provisions of an approved reorganization plan, or special accounting jointstock companies who have the stocks fully paid up, and who have no special loss or dispose of all the amount of special loss as the loss carried forward in accordance with the provisions of or approved reorganization plan, special accounting companies shall decrease their capital by the amount not smaller than the amount as designated by a separate Ordinance.
Art.39.　The price obtained on the fixed assets for the general business as a result of the revaluation as prescribed by Article 8 shall be regarded as acquired price or manufactured price as prescribed by Article 285 of the Commercial Code.
Profits resulted from transfer of assets of a company, of which amount is to be designated by a separate Ordinance, profits resulted from revaluation of assets as prescribed by Article 8, profits resulted from extinction of liabilities and profits resulted from the decrease of capital shall, as may be prescribed by an Ordinance, not be included in the profits for the computation of normal income for every business year under the Corporate Tax Law, the net profits for every business year under the Business Tax Law, or the surplus for every business year under the Special Corporate Tax Law notwithstanding the provisions of other Laws and Ordinances.
Art.40-(2).　For special accounting jointstock companies, the business year followed with the business year ending at the designated hour shall end on the day of merger of the old account and the new account (should they come under proviso of item 1 of paragraph 1 of Article 36, the day of approval as prescribed by paragraph 1 or 2 of Article 15) notwithstanding the provisions of other Laws and Ordinances.
The business year to be followed with the business year as prescribed by the foregoing paragraph shall end on the last day of the first business year to come after the day as prescribed by the said paragraph (in case where the last day comes within three (3) months after the day as prescribed by the said paragraph, the last day of the business year to come next).
Art.54-(2).　Besides special accounting joint stock companies and these to whom the present Law is applied in accordance with the provisions of Article 52, companies upon whom the War Indemnity Special Tax has been imposed or who have overseas assets, and who are required to be reorganized can as may be prescribed by an Ordinance, draft a reorganization plan and apply for approval of the competent Minister.
The provisions of paragraph 2 of Article 5, Article 6 (excluding items 1, 4, 8, 10, 11, 13 and 15 to 17 inclusive) and of paragraph 2 of Article 10, Articles 13 to 15 inclusive, Article 18, Article 18-(2), Article 20, paragraph 3 of Article 21, Articles 22, 23, 27, paragraphs 3 and 4 of Article 28, Articles 29, 31, 41, 43 and 49 shall apply mutatis mutandis to the case of the foregoing paragraph. In this case, the term "Special Supervisors" referred to in these provisions shall read "directors," and "Article 10" referred to in item 7 of Article 6 shall read "Article 54-(3)."
Art.54-(3).　In case where companies who apply for approval on the reorganization plan in accordance with the provisions of paragraph 1 of the foregoing Article invest with the whole or a part of the assets of a company, persosns who are invested with shall, as may be prescribed by a separate Ordinance, succeed to the whole or a part of the liabilities of the company concerned.
In item 4 of Article 56, next to "Article 43," "(including such cases wherein paragraph 2 of Article 54-(2) is applied mutatis mutandis to the said provisions)" shall be inserted.
In Article 57, next to "paragraph 2 of Article 41," and next to "paragraph 2 of Article 49," shall be added"(including such cases wherein paragragh 2 of Article 54-(2) is applied mutatis mutandis to the said provisions).
In Article 60, "and in paragraph 2 of Article 21" shall read "in paragraph 2 of Article 21 and paragraph 2 of Article 54-(2)," and next to "paragraph 1 of Article 41" and next to "paragraph 1 of Article 49" shall be added "(including such cases wherein paragragh 2 of Article 54-(2) is applied mutatis mutandis to the said provisions" and "orders to be issued on the basis of the provisions of paragraph 2 of Article 39 or" shall be deleted:
Next to Article 1 of the Supplementary Provisions, the following new paragraph shall be added:
With respect to the application of Corporate Tax Law, business year shall be regarded as having ended at the date as prescribed by Articles of Association and notwithstanding the provisions of Article 40-(2).
Article 2.　The Law concerning the Emergency Measures for the Account of Companies shall be partially amended as follows:
In paragraph 7 of Article 7 "company's assets" shall read "assets" and in the same paragraph "Company's assets concerned" shall read "assets concerned."
The following new paragraph shall be added to Article 15:
As regards dissolution, amalgamation and change of construction of special accounting companies, special provisions may be set up by a separate Ordinance notwithstanding the provisions of the present Law or other Laws and Ordinances. In case where both or one of the parties who are to be amalgamated after the designated hour are a special accounting company, the above shall apply to companies other than special accounting company who are to continue to exist after amalgamation and to companies who are newly set up by means of amalgamation.
Supplementary Provision:
The present Law shall come into force as from the day of its promulgation;provided that the provisions of Article 40-(2) of the Enterprise Reconstruction and Reorganization Law shall be applied as from the date of enforcement of the said Law.