I hereby promulgate the Agricultural Cooperative Association Law. Signed:HIROHITO, Seal of the Emperor This nineteenth day of the eleventh month of the twenty-second year of Showa (November 19, 1947) Prime Minister KATAYAMA Tetsu Law No.132 The Agricultural Cooperative Association Law Chapter 1 General Provisions

Article 1. This Law has for its purpose advancement of the national economy by increasing agricultural productivity and improving the economic and social status of farmers through the development of agricultural cooperative associations.

Article 2. The term "agricultural cooperative association" or "federation of agricultural cooperative associations" shall be included in the official name of any agricultural cooperative association or federation of agricultural cooperative associations. No person other than an agricultural cooperative association or a federation of agricultural cooperatives associations shall use in its official name the term "agricultural cooperative association" or "federation of agricultural cooperative associations."

Article 3. An agricultural cooperative association and a federation of agricultural cooperative associations (hereinafter referred to as cooperative association) shall be a juridical person.

Article 4. No income or corporation taxes shall be imposed upon a cooperative association which makes its members invest in accordance with the provisions of Art.13, Par.1 (hereinafter referred to as a cooperative association with stock) with capital stock). No business tax shall be imposed upon a cooperative association.

Article 5. The official address of cooperative association shall be the place where its principal office is located.

Article 6. The object of each cooperative association shall be to furnish the maximum service to its membership consistent with the functions which is authorized to perform and not the paying of dividends on invested capital.

Article 7. A cooperative association shall, with respect to application of Law No.54 of 1947 (the Law concerning the Prohibition of Private Monopoly and the Maintenance of Fair Dealings) be deemed the association having the requisites as prescribed in Art.24 of the said Law.

Article 8. Any matter which is required to be registered under this Law may not be set up against a third person until after the registration has been effected.

Article 9. A farmer. within the meaning of this Law shall be an individual who personally carries on or engages in agriculture. Agriculture within the meaning of this Law shall be the business of cultivation, stock-farming and sericulture (inclusive of the business incidental thereto.). The business of fire-wood and charcoal production (inclusives of the business incidental thereto) carried on by those who personally carry on or engage in the business mentioned in the preceding paragraph, shall be deemed agriculture in application of this Law.

Chapter 2 Business

Article 10. A cooperative association may engage in one or more of the following functions: 1. Make loans through the advancement of funds necessary for reasonable business and personal requirements; 2. Make available banking facilities for the receiving of deposits; 3. Obtain for and sell to members commodities needed for business and family use, or make available common facilities for members; 4. Activities contributing to improvement in the efficiency of agricultural labor through voluntary cooperative use of farm labor in the perfomances of farming operations and the accomplishment of farming through cooperative organization; 5. Activities contributing to the welfare of agriculture through the improvement and development of agricultural lands and water facilities for the purpose of increasing the productive capacity of such land; 6. Processing, transport, storage, and sale of goods produced by its members; 7. Make available those facilities relating to rural industry; 8. Make available those facilities relating to the mutual relief of its members against agricultural damage or other disasters; 9. Make available those common services which will improve the living conditions and culture of the agricultural community; 10. Popularization of farming tehcniques, eduration concerning cooperative associations and general information necessary for the members; 11. Accomplish on behalf of and for the benefit of its members those collective bargaining contracts which will improve the economic condition of its members; 12. Those incidental activities required to the accomplishment of eash of the preceding items. A cooperative association which does not make its members invest (hereinafter referred to as association with out Capital stock,) shall not carry on together the activities mentionsd in Item 1 and Item 2 of the preceding paragraph, not withstanding the provisions of the same paragraph. An agricultural cooperative association may in accordance with the provisions of its Articles of incorporation, make its facilities available to non-members providing the business transacted for non-members shall not exceed 20 percent of the total financial volume of business conducted by the cooperative association during any one business year. A federation of agricultural coopsrative association may in addition to what is mentioned in paragraph engage in activities relative to fostering, guidance and liaison of member associations. A federation of agricultural cooperative associations which carries on together the activities set forth in Par.1, Item 1 and Item 2 shall not perform any functions except those incidental to the said activities notwithstanding the provisions of the same paragraph. A federation of agricultural cooperative associations referred to in the preceding paragraph may, in behalf of the affiliated association discount a bill, guarantee the debt which the said association bsars towards the banking organ which is authorized to do business in accordance with the provisions of its Articles of incorporation or collect the debt concerned on commission of the said banking organ.

Article 11. For the agreement of contract mentioned in Item 11 Paragraph 1 of the preceding Article to be effective it must be made in writing. The part of a contract concluded by a member that contravenes with the standards established in the collective bargaining contract mentioned in the preceding pragraph shall be deemed to have been concluded in accordance with the said standards.

Chapter 3 Membership

Article 12. Qualifications for membership in an agricultural cooperative association shall be determined by the Articles of incorporation from among the following: 1. Farmers 2. Persons who are not farmers, but by reason of residence within the community in which the agricultural cooperative association does business have a reasonable need to utilize the facilities of the association. Qualifications for membership in a federation of agricultural cooperative associations shall be determined by the Articles of incorporation from among the following: 1. Cooperative associations 2. Cooperative organizations organized under other laws which are engaged in one or more of the same functions as those carried on by the federation.

Article 13. A cooperative association may make its members invest in accordance with the Articles of incorporation. Each member of a cooperative association with capital stock shall possess one or more units of investment. The amount of each unit of investment shall be equal. The responsibility of a member of a cooperative association with capital tosck shall be limited to the amount of his investment except for his share in the expenses mentioned in the provisions of Art.17. No member may avail himself of a set-off against the agricultural cooperative association with respect to the payment for his investment.

Article 14. No member of a cooperative association with capital stock may transfer his share without the assent of the cooperative association. In case any person other than a member desires to acquire a share by transfer, he shall take the same proceeding as in the case of entrance. A transferee of share shall succeed to the rights and obligations of the transferer in respect of the share. No shares may be owned jointly by the members.

Article 15. Liability of a member of an association without capital stock shall be limited to the amount of his assessment mentioned in Art.17.

Article 16. Each member of a cooperative association shall be entitled to only one vote. A member specified in Par.1, Item 2 and Par.2, Item 2 of Art.12 (hereinafter referred to as an associate member) shall not have voting privileges. A member may, in accordance with the provision of articles of incorporation, vote on previously submitted specific issues in accordance with the provisions of Art.37, Par.3 by written ballot. The member who votes in accordance with the provisions of the preceding paragraph shall be deemed to be present at the meeting. A proxy may not represent more than one member for such voting purposes. A proxy shall present satisfactory written authority to the association.

Article 17. A cooperative association may in accordance with the provisions of its articles of incorporation charge expenses. Members may not exercise the right of set-off against the association with respect to the payment of expenses mentioned in the preceding paragraph.

Article 18. A cooperative association may, in accordance with the provisions of its articles of incorporation, impose monetary penalties upon a member in the case where he fails to comply with his contractural obligations to association.

Article 19. The membership of a cooperative association may in accordance with the Articles of incorporation authorize the association to enter into contracts with members for the exclusive utilization of a part of the facilities of the association by the member for a specific period of time not exceeding one year. Such contracts must be voluntary;other services carried on by an association shall not be denied to a member because of his refusal to enter into such a contract.

Article 20. An eligible applicant for membership shall not be refused by a cooperative association without sufficient reason nor shall any special condition not imposed upon other members be attached to such application.

Article 21. A member may terminate his membership at the end of any business year by giving a minimum of sixty days notice. A longer period may be designated in the Articles of incorporation;however the period of required notice may not exceed one year.

Article 22. A member shall retire upon the occurrence of any of the following events: 1. Disqualification for membership; 2. Death, or dissolution; 3. Expulsion. Expulsion may be exercised against a member by a resolution at a general meeting upon the occurrence of any of the following events;provided that it shall not be effective against such member until the notice of such action has been communicated to him: 1. When a member has failed to utilize the facilities of the association for an unreasonable period of time; 2. When a member has continually refused to comply with his obligations such as payment of investment and sharing in expense, etc.; 3. When a member has acted in violation of the rules governing the membership of the association.

Article 23. Any person who has ceased to be a member of a cooperative association with capital stock may, in accordance with the provisions of the articles of association, demand the refundment of a part or the whole of his share. The share in the preceding paragraph shall be determined in accordance with the assets of the said association sa they stand at the end of the business year in which retirement has been effected.

Article 24. In case the liabilities of association cannot be paid up by the assets the association may, in accordance with the provisions of the Articles of association, demand the person who has ceased to be a member for the paying up of the amount of loss which is to be charged upon him.

Article 25. The right of demand in accordance with the provisions of the preceding two Articles shall be extinguished by prescription, if it has not been exercised for two years.

Article 26. A cooperative association with capital stock may suspend refundment of the share of a person who has ceased to be a member until he has completely performed his obligation to it.

Article 27. Any member of a cooperative association with capital stack may, in accordance with the provisions of the articles of association, reduce the number of the units of investment held by him. The provisions of Arts.23 to 25 inclusive shall apply with the necessary modifications to the case of the preceding paragraph.

Chapter 4 Administration

Article 28. The Articles of incorporation of a cooperative association shall include the following particulars provided that an association without capital stock may not specify those mentioned in Items 6, 8 and 9: 1. The functions which the association shall be suthorized to perform; 2. The official name of the association; 3. The scope or area of its business operations; 4. The location and address of its offices; 5. Qualifications for membership and provisions for entrance and retirement of members; 6. Matters relative to the amount of each share and provisions as to payment for such shares and maximum number of shares to be owned by a member; 7. Provisions for share in the expenses; 8. Provisions relating to the distribution of surplus funds, and disposition of loss; 9. Provisions regarding the amount and accumulation of reserve funds; 10. Provisions relating to the number, division of duties and election of officers; 11. Business year; 12. Method of public notice. In the event that a cooperative association has determined, in addition to those matters mentioned in the preceding paragraph, the period of duration of the association, the names of those who make investment of assets other than money, the kinds and prices of such assets, and the number of shares to be given to such persons, such particulars shall be included in the Articles of incorporation. The administrative authorities may provide uniform forms to be used in drafting Articles of incorporation.

Article 29. A cooperative association may, except for matters to be provided in the Articles of incorporation, adopt by-laws which may provide for: 1. Provisions relating to the general meeting and meeting of representatives; 2. Provisions relating to the management of business affairs and account; 3. Provisions regarding officers; 4. Provisions regarding members; 5. Other matters as shall be deemed necessary.

Article 30. There shall be directors and auditors for a cooperative association as the officers. A cooperative association shall have a minimum of five directors and two auditors. Officers shall be elected at a general meeting of the members in accordance with the provisions of the Articles of incorporation;however officers at the time of establishment of the cooperative association shall be elected at the constituent general meeting. Officers shall be elected by written secret ballot. One member shall have one vote of election. At least three fourths of the directors shall be voting members (exclusive of member associations and inclusive of voting members of member associations) of the association;however the directors at the time of establishment of the cooperative association shall be elected only from among those farmers or members of those associations who have agreed to the establishment of the cooperative association.

Article 31. The term of office of officers of a cooperative association shall be one year except that the Articles of incorporation may provide for terms of office not exceeding two years. The term of office of officers at the time of establishment shall be the same as that resolved at the constituent general meeting;the term, however, shall not be more than one year.

Article 32. No officer or employee of a cooperative association shall concurrently hold more than one office in the same association.

Article 33. An auditor of a cooperative association shall act on behalf of such cooperative association in any contract or litigation between any director and the association.

Article 34. The directors of a cooperative, association shall convene not less than one general meeting of the membership during each business year.

Article 35. The directors shall convene a general meeting within 20 days of the date of the presentation to the board of directors of any petition requesting such a meeting with a statement of the purposes and reasons therefor signed by one fifth of the voting membership.

Article 36. In case there are no directors available, or the directors without any justifiable reason fail to convene a general meeting of the membership, any one of the auditors of the association shall call such a meeting.

Article 37. Any notice or peremptory notice of a cooperative association to be given towards its members shall be sufficient to be addressed to their permanent residence which have been entered in the list of the members, or, if they have especially informed the association of the places for receiving such notice or peremptory notice, to such places. The notice or peremptory notice mentioned in the preceding paragraph shall be deemed to have reached at such time as it shouldd have reached in the ordinary course of affairs. A notice of convening a general meeting shall be given ten days prior to the date of the meeting with agenda of the meeting.

Article 38. The directors shall keep a copy of the Articles of incorporation, by-laws and minutes of each general meeting at each office of the association, and a list of the members at the principal office. A list of the members shall include the following information provided that an association without capital stock need not prescribe those mentioned in Items 3 and 4: 1. Full name or title as well as residence; 2. Date of joining and whether a voting member or associate member; 3. Number of shares of stock held and the dates acquired by each member; 4. Amount of shares paid up and the dates. Any member or creditor of the association may inspect these documents designated in Par.1.

Article 39. Directors shall, one week prior to the day fixed for an ordinary general meeting of members, submit to the auditors a business report, an inventory, a balance sheet and a plan for the disposal of surplus fund or of loss;in respect of a cooperative association with capital stock, and a business report and inventory in respect of a cooperative association without capital stock, and keep them at the principal office. Any member or creditor of the association may inspect the documents mentioned in the preceding paragraph. In case the documents mentioned in Par.1 are submitted at an ordinary general meeting of members, they shall be accompanied by a witten opinion of the auditors.

Article 40. Officers may be re-elected by resolution at a general meeting of members even during their term of office upon an application made by one fifth or more of the members (exclusive of associate members.) The re-election in accordance with the preceding paragraph shall be done with respect to the whole directors or auditors at the same time. This, however, shall not apply to the re-election of any director or auditor who has contravened any of the provisions of laws, ordinances, measures taken under laws or ordinances, the Articles of association or the by-laws. Such members shall, when they apply for the re-election of officers, submit to the association a statement of reasons therefor. A cooperative association shall refer the statement prescribed in the preceding paragraph to the said officers seven days prior to the day of general meeting of members, and give them an opportunity to express their opinion at the meeting.

Article 41. The provisions of Art.44, Par.1, Art.52 Par.2, Arts.53 to 55 inclusive, Art.59 and Art.61 Par.1 of the Civil Code shall apply with the necessary modifications to the officers of the cooperative association.

Article 42. A cooperative association may appoint a secretary or secretaries and a treasurer or treasurers and make them carry out the work of the association in its principal or subordinate offices. The appointment and discharge of the secretaries, or treasurers shall be decided by the majority of directors. Art.38, Pars.1 and 3 and Arts.39 to 42 inclusive of the Commercial Code and Arts.172 to 174 inclusive of Non-litigant Case Procedure Law shall apply with the necessary modifications to the secretaries.

Article 43. Any member (exclusive of associate member) may with the consent of one-tenth or more of the full number of members (exclusive of associate members), apply to the directors for the discharge of any secretary or treasurer. In the case of the preceding paragraph, any member making such an application shall submit a statement of reasons therefor. In case the application mentioned in the first paragraph has been made, the directors shall decide whether or not the discharge of the secretary or treasurer concerned is to be made. The director shall refer the statement prescribed in Par.2 to the secretary or treasurer concerned seven days prior to the day when the decision is to be made in accordance with the provisions of the preceding paragraph, and give him an opportunity to express his opinion.

Article 44. Any of the following matters shall be decided by a general meeting of the members of the association: 1. Amendment of the Articles of incorporation; 2. Enactment, amendment and abolition of the by-laws of the association; 3. Enactment and amendment of business plan to be followed during the business year; 4. Necessity and method of charging expenses; 5. Maximum rate of interest which may be charged on loans; 6. Maximum amount of bills which shall be discounted by a federation of agricultural cooperative association for a single member; 7. Approval of the business report, inventory, balance sheet, financial plan for distribution of surplus funds or disposition of loss. Any resolution relating to amendment to the Article of incorporation shall only be effective with approval of the administrative authorities. The provisions of Arts.60 and 61 shall apply with necessary modifications to the approval mentioned in the preceding paragraph.

Article 45. Except as otherwise provided in this Law, the Articles of incorporation or by-laws, the proceedings of the general meeting of the membership shall be determined by a majority vote of the members present;in case of a tie vote, the chairman shall have a casting vote. The chairman shall be elected at the general meeting. The chairman shall have no vote as a member.

Article 46. Two-thirds or more of the votes of the members present at a meeting at which one half or more of the total members (exclusive of associate members) are present shall be required to: 1. Amendment of the Articles of incorporation; 2. Dissolution or amalgamation of the association; 3. Expulsion of members.

Article 47. The provisions of Arts.64 and 66 of the Civil Code shall apply with necessary modifications to a general meeting of members of a cooperative association. In this case, in Art.64, "Art.62" shall read "Art.37, Par.3 of the Agricultural Cooperative Association Law."

Article 48. There may be a meeting of representatives which is authorized to take the place of a general meeting of members in accordance with the provisions of the Articles of incorporation in a cooperative association with a membership in excess of 1,000 voting members (exclusive of associate members.) Representatives shall be voting members (exclusive of associate members.) Minimum number of representatives shall be 200. The provisions of Art.30, Pars.3 to 5 inclusive shall apply with necessary modifications to the representatives. The provisions relating to a general meeting of members shall apply with necessary modifications to a meeting of representatives;however, a resolution for amendment of the Articles of incorporation, dissolution and amalgamation may not be made at a meeting of representatives.

Article 49. In case a cooperative association with capital stock has adopted a resolution for the reduction of the amount of the units of investment, it shall prepare an inventory and a balance sheet within two weeks from the day upon which such resolution has been adopted. A cooperative association shall, within the period mentioned in the preceding paragraph, issue public notice against its creditors to the effect that they shall raise objection, if any, within a certain period and also give public notice to that effect respectively against each of such creditors except the depositors as are known to it. The period mentioned in the preceding paragraph shall not be less than one month.

Article 50. If a creditor has raised no objection within the period mentioned in Par.2 of the preceding Article, he shall be deemed to have approved the reduction of the amount of the unit of investment. If a creditor has raised an objection thereto, the cooperative association shall effect performance or offer adequate security or else effect trust of adequate property with a trust company or a bank carrying on trust business, in order that such creditor may receive performance.

Article 51. At the close of each business year, a cooperative association with capital stock shall set aside as a reserve fund a minimum of one tenth of the surplus fund until the reserve fund reaches the maximum amount prescribed by its Articles of incorporation. The amount of such reserve fund prescribed in the Articles of incorporation mentioned in the preceding paragraph shall not be less than one-half of the total amount of stock. Reserve funds mentioned in Paragraph 1 shall be used only for the payment of losses. A cooperative association with capital stock shall carry forward five percent or more of the surplus fund of each business year to the following business year for the purpose of the business mentioned in Art.10, Par, 1, Item 10.

Article 52. A cooperative association with capital stock shall not effect any distribution of surplus fund until after it has made up losses therewith and subtracted therefrom the reserve fund mentioned in the preceding Article, Par.1 and the amount to be carried forward as mentioned in Par.4 of the same Articles, Par.4. The remaining fund shall be distributed firs by paying a dividend not exceeding five percent per year on the units of investment and the remainde shall be distributed to members in proportion to the extent which they patronized the facilities or the association, in accordance with the provision of Articles of incorporation.

Article 53. The Articles of incorporation of a cooperative association with capital stock may provide for the applications of any surplus funds to be distributed to the members to the member's payment of investment until he has made the payment in full.

Article 54. A cooperative association with capital stock shall not acquire any share of the member or receive it as the object of pledge.

Chapter 5 Organization

Article 55. Fifteen or more farmers shall be requires to become promoters in organizing an agricultural cooperative association and two or more cooperative associations in organizing a federation of agricultural cooperative associations.

Article 56. Promoters shall prepare in advance program for the scope of business, area of function and requirements for membership of the proposed cooperative association and hold a preliminary meeting for organization, giving public notice of the program together with the date and place of the meeting a certain period of time prior to the day of meeting. The period of the preceding paragraph may not be less than two weeks.

Article 57. At the preliminary meeting for organization drafters of the Articles of association shall be selected from among the farmers or directors of cooperative associations who are present thereat and shall decide the area, requirements for membership and other principal matters necessary for the formulation of the Articles of association. Drafters of the Articles of association shall be fifteen or more in case of an agricultural cooperative association and two or more in case of a federation of agricultural cooperative associations. Matters to be decided at the preliminary meeting shall require the consent of a majority of the farmers or cooperative associations present thereat.

Article 58. The promoters, upon completion of the formulation of the Articles of association by the drafters, shall hold a constituent general meeting giving public notice of the date and place of the meeting a certain period of time prior to the day of the meeting. The period of time of the preceding paragraph may not be less than two weeks. Approval of the Articles of association formulated by the drafters, adoption of business plan and other matters necessary for the organization shall be resolved by the constituent general meeting. The preceding paragraph shall not preclude revision of the Articles of association by the constituent general meeting, except for provisions relative to the area and requirements for membership of the cooperative association. At the constituent general meeting one half or more of those who have given their consent for organization to the promoters by the day of the meeting shall be present and agenda shall be decided by two-thirds or more of the votes of those present thereat. Those who have given their consent for organization may exercise their vote by document or by proxy. The provisions of Art.16, Pars.1 and 3 to 5 inclusive and Art.66 of the Civil Code shall apply with necessary modifications to a constituent general meeting.

Article 59. The promoters shall, without delay after the completion of the constituent general meeting, make application to the administrative authorities for approval of the organization, filing the Articles of association and business plan with the same authorities. The promoters shall, when demanded by the administrative authorities, furnish reports on the organization of the cooperative association to the same authorities.

Article 60. In case the application for approval has been made in accordance with the provisions of Par.1 of the preceding Article, the administrative authorities shall approve the organization of acooperative association except when they have determined that the procedural requirements for incorporation or the Articles of incorporation or the business plan submitted by the promoters have not complied with the provisions of applicable laws or ordinance or with the measures taken thereunder.

Article 61. When an application for approval has been made in accordance with the provisions of Art.59, Par, 1, the administrative authorities shall notify the promoters within two months whether approval has been given or not. If the administrative authorities fail to give the notice mentioned in the preceding paragraph within the period prescribed in the same paragraph the application will be deemed to have approved on the day of expiration of the period in accordance with the provisions of Art.59, Par.1. In this case, the promoters may apply to the administrative authorities for a certificate of approval. If the administrative authorities disapproved the application, the reasons for such action shall be included in the notice of disapproval. If, in a case where the promoters have applied to the court for a hearing and ruling upon revocation of disapproval, the court adjudges that disapproval should be revoked, the approval shall be deemed to have been made in accordance with the provisions of Art.59, Par.1 at the date when the judgement was passed. In this case the provisions of the latter part of Par.2 shall be applied with necessary modifications.

Article 62. In case an approval has been given in accordance with Art.59, Par.1, the promoters shall without delay hand their duties over to the directors. If the directors of a cooperative association with capital stock have taken over the duties of the promoters in accordance with the provisions of the preceding paragraph, they shall cause the members of the association pay the first quota of investment. Those who invest assets other than money shall deliver the whole of the said assets at the date of payment of the first quota of investment, provided, that they may effect registration or other deeds necessary for enabling the creation or transfer of a right effective as against a third person after the completion of organization of the cooperative association.

Article 63. A cooperative association shall come into existence by the registration of the organization at the locality where its principal office is situated.

Chapter 6 Dissolution and Liquidation

Article 64. A cooperative association shall be dissolved for any of the following reasons: 1. Resolution of a general meeting of the membership; 2. Amalgamation of the association; 3. Bankruptcy of the association; 4. Expiration of the period of duration; 5. Order of dissolution as provided for in Art.95, Par.2. Dissolution of a cooperative association by resolution of a general meeting of its membership shall not come into effect unless it obtains approval therefor of the administrative authorities. The provisions of Arts.60 and 61 shall apply with necessary modification in the case of the preceding paragraph. In addition to the cases enumerated in Par.1, an agricultural cooperative association shall be dissolved with the reduction of the number of its members (exclusive of associate members) to less than fifteen, and a federation of agricultural cooperative associations to one. In case a cooperative association has been dissolved in accordance with the preceding paragraph, it shall without delay file its dissolution with the administrative authorities.

Article.65 A resolution authorizing amalgamation shall be adopted at a general meeting of the membership of each association. The amalgamation shall be devoid of effect if an approval of the administrative authorities is not obtained. The provisions of Arts.60 and 61 shall apply with necessary modification to the case of the preceding paragraph. The provisions of Arts.49 and 50 shall apply with necessary modifications to amalgamation of cooperative associations with capital stock.

Article 66. In order that a cooperative association may be established in consequence of amalgamation, such promoters as have been selected from among members (exclusive of associate members and members who are juridical persons) or officers of affiliated association at the general meeting of members of respective cooperative association shall jointly prepare the Articles of association, select officers and decide upon other matters requisite for establishment. The officers mentioned in the preceding paragraph shall be selected from among the members (exclusive of members who are juridical persons and inclusive of members who are not juridical persons of the association or its members who are not juridical persons) of the cooperative associations which are to amalgamate, provided that directors shall not be selected from among the associate members. The provisions of Art.46 shall apply with necessary modification to the selection of promoters mentioned in Par.1.

Article 67. The amalgamation of cooperative associations shall take its effect when the association which continues to exist after the amalgamation or the association which comes into existence in consequence of the amalgamation, has effected the registration mentioned in Art.79 in the locality where its principal office is situated.

Article 68. The cooperative association which continues to exist after the amalgamation or the association which comes into existence in consequence of the amalgamation shall succeed to the rights and obligations of the cooperative association which has ceased to exist in consequence of the amalgamation (including such rights and obligations as the lastmentioned association possesses under the permission, approval or any other disposition effected by the administrative authorities, in respect of the businesses carried on thereby).

Article 69. In case a cooperative association has been dissolved on accounts of other than amalgamation or bankruptcy, the directors shall become liquidators, except when a general meeting of membership may select liquidators from among other persons than directors.

Article 70. Liquidators shall, without delay upon assuming office, investigate actual conditions of the property of the cooperative association, prepare an inventory in respect of a cooperative association without capital stock, an inventory and balance sheet in respect of a cooperative association with capital stock, and a plan for the disposition of assets and submit the same to a general meeting of membership for approval.

Article 71. Liquidators shall not distribute the assets of the cooperative association until after having paid all of its liabilities.

Article 72. When the affairs of liquidation have been completed, liquidators shall without dalay prepare a statement of accounts and submit the same to a general meeting of membership for approval.

Article 73. The provisions of Arts.73, 75, 76, 78 to Article 83 inclusive of the Civil Code and Art.35, Par.2, Arts.36, and 37-(2), Art.135-(25), Pars.2 and Non-litigant 3, Art.136, Par.1, Arts.137 and 138 of the case Procedure Law shall apply with necessary modifications to the dissolution and liquidation of a cooperative association. In this case, in Art.75 of the Civil Code, "the preceding Article" shall read "Art.69 of the Agricultural Cooperative Association Law."

Chapter 7 Registration

Article 74. Registration of establishment of a cooperative association shall be made at the seat of its main office within two weeks of the day of approval of establishment in case of cooperative association without capital stock (or from the day of issuance of a certificate of approval in case of Art.61, Pars.2 and 4) or within two weeks from the day on which the first payment of investment was made in case of a cooperative association with capital stock. The registration of establishment shall include the following matters: 1. Matters referred to in Items 1 to 3 inclusive of Art.28, Par.1; 2. Office; 3. Value per share, method of its payment and total number of shares and total amount of paid up shares in case of a cooperative association with capital stock; 4. Term of duration, in case such term has been decided; 5. Names and addresses of officers; 6. Means of public notification. The cooperative association shall register the matters as mentioned in the preceding paragraph at the seat of its branch office within two weeks from the day when the registration of establishment was made.

Article 75. A cooperative association, if it has established a branch office after the organization thereof, shall register the establishment of the branch office at the seat of its main office within two weeks, the matters as mentioned in Par.2 of the preceding Article at the seat of the same branch office within three weeks;and it shall also register the establishment of the branch office at the seats of other branch offices within the same period. In case a new branch office is established within the boundary of jurisdication of a registry office holding under its authority the seat of the main office or other branch offices, only the registration of its establishment shall be sufficient.

Article 76. In case a cooperative association has removed its main office, it shall make the registration of removal at the former seat within two weeks and shall register the matters as mentioned in Art.74, Par.2 at the new seat within three weeks, and in case it has removed its branch office, it shall make the registration of removal at the former seat within three weeks and shall register the matters as mentioned in the same paragraph at the new seat within four weeks. In case the main office or the branch office is removed within the boundary of jurisdiction of the same registry office, only the registration of its removal shall be sufficient.

Article 77. In case any alteration is made in the matters as prescribed in Art.74, Par.2, the registration of alteration shall be made at the seat of the main office within two weeks and at the seat of the branch office within three weeks. The registration of alteration of a total number of shares and a total amount of shares paid up as mentioned Art.74, Par.2, Item 3, notwithstanding the provision of the preceding paragraph, may be made as of the close of every business year within four weeks, at the seat of the main office and at the seat of the branch office within five weeks after the lapse of every business year.

Article 78. In case a cooperative association is dissolved, the registration of dissolution shall be made except in cases of amalgamation and bankruptcy at the seat of the main office within two weeks and at the seat of the branch office within three weeks.

Article 79. In case an amalgamation happens in connection with cooperative associations, the registration of alteration as regards the cooperative association continuing to exist after amalgamation, the registration of dissolution as regards the cooperative association dissolved by amalgamation and the registration of the matters as prescribed in Art.74, Par.2 as regards the cooperative association established by amalgamation shall be made at the seat of the main office within two weeks and at the seat of the branch office within three weeks.

Article 80. A cooperative association shall, within two weeks at the seat of the main office and within three weeks at the seat of every branch office from the time when a liquidator assumes office, effect registration of the full name and address of the liquidator. The provision of Art.77, Par.1 shall apply with necessary modifications to the registration referred to in the preceding paragraph.

Article 81. When the liquidation has been completed, the registration of completion of liquidation shall be effected within two weeks at the seat of the main office and within three weeks at the seat of every branch office from the time of completion of the liquidation.

Article 82. With regard to the registration of a cooperative association, a juridical affairs office or its branch office having jurisdiction over the locality in which the office of the cooperative association is situated shall be the jurisdictional registry office. Each registry office shall keep a register of the agricultural cooperative association and a register of the federation of agricultural cooperative associations.

Article 83. The establishment of a cooperative association shall be registered upon the joint application of all the officers. A letter of application as referred to in the preceding paragraph shall be accompanied with a letter stating the Articles of incorporation and the total number of shares and also letters certifying completion of the first payment of investment, and directorship of auditorship. A letter of application for the registration of establishment by amalgamation shall be accompanied, beside the letters mentioned in the preceding paragraph, with a letter stating that the notice has been made according to the provisions of Article 49 as applis with necessary modifications in Art.65, Par.4 and a letter certifying that, in case there is an obligee insisting on objections, due performance has been effected to him or adequate security or trust has been furnished with him.

Article 84. The registration provided in Art.74, Par.3 shall be effected upon the application by the directors.

Article 85. The registration of new establishment or removal of new office of a cooperative association, or of the alterations in the matters mentioned in Art.74, Par.2 shall be effected upon the application of the directors or the liquidators. A letter of application for registration mentioned in the preceding paragraph shall be accompanied with a document certifing the establishment of a new office or the alteration of the matters to be registered. A letter of application for registration of amalgamation or decrease of the amount of the unit of investment or alteration by amalgamation of cooperative associations with capital stock shall, besides the document mentioned in the preceding paragraph, be accompanied with a document certifying that the notice as provided in Art.49 (including the case in which the same provisions apply with necessary modifications in Par.4 of Art.65) has been made and that, in case there is an obligee insisting on objections due performance has been effected to him or adequate security or trust has been furnished with him.

Article 86. The registration of dissolution as provided in Art.78 shall, with the exception of the cases as provided in Par.3 of this Article, be effected upon the application by the liquidator. A letter of application for registration referred to in the preceding paragraph shall be accompanied with a document certifying the reasons for dissolution. The registration of dissolution, in case the dissolution has been ordered by the administrative authorities, shall be effected on commission of the administrative authorities.

Article 87. The registration of dissolution as provided in Art.79 shall be effected upon the application of the directors of a cooperative association which is to cease to exist in consequence of amalgamation. The provisions of Art.83, Par.3 and Art.86, Par.2 shall apply with necessary modifications to the application of the preceding paragraph.

Article 88. A letter of application for the registration as provided in Art.80, Par.1 shall, in case the director is not the liquidator, be accompanied with a letter certifying liquidatorship. A letter of application for registration as provided in Art.80, Par.2 shall be accompanied with a letter certifying the alteration in the matters to be registered.

Article 89. The registration of completion of liquidation of a cooperative association shall be effected upon the application by the liquidator. A letter of application for registration of the preceding paragraph shall be accompanied with a document certifying that an approval for the statements of accounts has been given to the liquidator in accordance with the provisions of Art.72.

Article 90. As regards the matters to be registered which require an approval of the administrative authorities, the term of registration shall be computated as from the day of acceptance of a letter of the approval;however, it shall be computated as from the day of acceptance of a document certifying the approval in case of Art.61, Pars.2 and 4.

Article 91. Public notice of the registered matters shall be given by the juridical affairs office without delay.

Article 92. The provisions of Arts.141 to 151-(6) inclusive and 154 to 157 inclusive of the Nonlitigant Case Procedure Law shall apply with necessary modifications to the registration of a cooperative association.

Chapter 8 Supervision

Article 93. The administrative authorities may require cooperative associations to furnish such reports as are deemed necessary to insure compliance by such associations with applicable laws, ordinances, measures taken under laws or ordinance and also the articles of incorporation or by-laws which have been adopted.

Article 94. The administrative authorities shall investigate the business of account affairs of a cooperative association when a petition is presented clearly stating that the business or account affairs of a cooperative association are deemed to contravene any of laws, ordinances, measures taken thereunder, the Articles or incorporation or by-laws with the consent of one tenth or more of the whole membership. The administrative authorities may investigate the business or account affairs of a cooperative association when it is deemed to contravene any of laws, ordinances, measures taken hereunder, the Articles of incorporation or by-laws.

Article 95. If the investigation made in accordance with the provisions of the preceding Article discloses a probable violation of any applicable law, ordinances, measures taken thereunder, the Articles of incorporation or by-laws, the administrative authorities may order the association to take appropriate corrective action. In case a cooperative association engages in the business other than the businesses mentioned in Art.10, the administrative authorities may order the dissolution of the association.

Article 96. If, in case any member, on the ground that the procedure to convene a general meeting of members, the method of resolution or the election contravenes any of laws, ordinances, measures taken under laws of ordinances, the articles of incorporation or the by-laws, and with the consent of one tenth or more of members, within one month after the day of resolution, election or final decision of those elected, demands the revocation of the said resolution, election or decision, the administrative authorities may, if it is deemed that there is a contravention, revoke the said resolution, election or decision.

Article 97. The administrative authorities shall have authority to cancel the contracts mentioned in Art.19, Par.1 if any such contracts are found to be in violation of public benefit.

Article 98. Administrative authorities referred to in this Law, with the exception of the case of Art.68, shall mean the Minister in charge in respect of cooperative associations having for their sphere the whole of, or that which exceeds the sphere of a prefecture or a special city, and the prefectural governor in respect of other cooperative associations. A part of the functions of the Minister in charge under the preceding paragraph may be delegated to the prefectural governor.

Chapter 9 Penal Provisions

Article 99. In case the officers of a cooperative association have made such actions as loaning or bill discounting beyond the businesses of the association or disposed of any property of the association for the sake of speculation, under whatever name they have made, they shall be liable to imprisonment of hard labor for a term not exceeding three years or a fine not exceeding ten thousand yen. Persons who have committed the crime mentioned in the preceding paragraph may be liable to both imprisonment of hard labor and a fine according to the circumstances. The provisions of Par.1, however, shall not apply to the case provided by the Criminal Law.

Article 100. In case any person has failed to submit a report according to the provisions of Art.93 or submitted an untrue report or refused or prevented or evaded the inspection according to the provisions of Art.94 he shall be liable to a fine not exceeding one thousand yen. In case any representative, proxy or employee of a cooperative association has committed any act as mentioned in the preceding paragraph in connection with the business of the cooperative association, the cooperative association itself, in addition to the person who has so acted, shall be liable to a fine as specified in the same paragraph.

Article 101. The officer or liquidator of a cooperative association shall be liable to an administrative fine not exceeding ten thousand yen in the following cases: 1. In case a cooperative association has engaged in the business other than those mentioned in Art.10; 2. In case it has acted in contravention of the provisions of Art.19, Par.2; 3. In case it has acted in contravention of the provisions of Art.20; 4. In case it has acted in contravention of the provisions of Art.32; 5. In case it has acted in contravention of the provisions of Arts.34, 35 or 36; 6. In case it has failed to keep documents or to mention therein matters to be included or made a false statement therein, in violation of the provisions of Art.38, Par.1 or Art.39, Par.1 or refused to make them open to public inspection without due reason in violation of the provisions of Art.38, Par.3 or Art.39, Par.2; 7. In case it has acted in contravention of the provisions of Art.40, Par.4 or Art.43, Par.4; 8. In case it has reduced the amount of each unit of investment or effected amalgamation of associations in violation of the provisions of Art.49, Art.50, Par.2 or Art.65, Par.4; 9. In case it has acted in contravention of the provisions of Art.51 or 52; 10. In case it has acquired any share of the member or received it as the object of pledge, in violation of the provisions of Art.54; 11. In case it has acted in contravention of the provisions of Art.64, Par.5; 12. In case it has bailed to mention in the documents matters to be included therein under Art.70 or 72, or made a false statement thereof; 13. In case it has distributed its property in contravention of the provisions of Art.71; 14. In case it has effected performance to the obligee within the period as prescribed in Art.79 of the Civil Code; 15. In case it has neglected to give public notice in accordance with the provision of Art.79 or 81 of the Civil Code er given publice notice untrue; 16. In case it has neglected to make an application for adjudication of bankruptcy in accordance with the provisions of Art.81, Par.1 of the Civil Code; 17. In case it has neglected to effect registration under this Law or effected unture registration.

Article 102. Any person who has contravened the provisions of Art.2, Par.2 shall be liable to an administrative fine not exceeding one thousand yen.

Supplementary Provision: The day on which this Law shall come into force shall be determined by Cabinet Order within one months of the day of its promulgation. Minister of Finance KURUSU Takeo Minister of Justice SUZUKI Yoshio Minister of Agriculture and Forestry pro tempore Prime Minister KATAYAMA Tetsu Prime Minister KATAYAMA Tetsu