法令番号: 法律第162号
公布年月日: 昭和22年12月11日
法令の形式: 法律
I hereby promulgate the Law concerning the partial amendments to parts of the Financial Institutions Reconstruction and Reorganization Law.
Signed:HIROHITO, Seal of the Emperor
This eleventh day of the twelfth month of the twenty-second year of Showa (December 11, 1947)
Prime Minister KATAYAMA Tetsu
Law No.162
Parts of the Financial Institution Reconstruction and Reorganization Law shall be amended as follows:
In Item 3, Par.1, Art.25 "as provided for by Ordinance" shall be deleted, and the whole of Par.5 of the same Article shall be deleted.
Article 25-2. The amount of a call to be made on each share as provided for by Item 3, Par.1 of the preceding Article shall be in excess of the amount of the final loss to be liquidated and absorbed worked out on each share, from which is deducted the paid amount of the said share, provided that the said amount shall not be in excess of the unpaid amount of the said share.
Article 25-3. In case where any financial institution which has ever issued the certificates of share (including certificates of contribution and certificates of fund, and the same shall apply hereunder) has to reduce its capital, it shall, after obtaining the approval as referred to in Par.1, Art.27 and together with the public notification as referred to in Par.1, Art.28, publicly notify, that the stockholders who shall absorb the final loss of the said financial institution or the pledgees in the shares of the said stockholders who are inscribed in the list of stockholders (to be applied to the list of contributors and such like, hereunder) should submit their certicates of share within a certain period to the said financial institution.
The said period as referred to in the preceding paragraph shall neither be more than two months nor less than one month.
The reduction of capital pursuant to the provision of Item 3, Par.1, Art.25 shall come into force, on the date of payment stipulated in Par.1, Art.25-5 as regards financial institutions (hereinafter the same shall be referred to as financial institutions collecting unpaid capital stocks) which call in unpaid capital stocks (including unpaid contributions;hereinafter the same) in accordance with the stipulations of the documents of the final disposition procedure of which the approval stipulated in Par.1, Art.27 has been obtained (hereinafter to be referred to as the definite documents of the final disposition procedure);and on the date of expiration of the period stipulated in Par.1 as regards other financial institutions (on the date of the abrogation of the segregation of the new and old accounts as regards financial institutions which don't issue the certificates of share).
To new certificates of share to be consigned, in the case the reduction of capital was by virtue of the stipulations in Item 3, Par.1, Art.25 effected, shall be appropriated the certificates of share submitted as provided for by the stipulation of Par.1 with necessary modifications regarding the amount of the face-value of one share and other accessory items borne by the said certificates.
Article 25-4. Financial institutions collecting unpaid capital stocks shall, as regards the shares of which the payment of the unpaid capital stocks should be made as provided for in the stipulations of the definite documents of the final disposition procedure, without delay after obtaining the approval of Par.1, Art.27, shall make calls to the stockholders (including those, having been stockholders at the designated hour, who became again since the designated hour assignees of the said shares) other than the stockholders inscribed in the lists of stockholders at the designated hour (in the case inheritance or division or amalgamation was effected, as regards persons who were at the designated hour inscribed as the stockholders in the lists of stockholders of the financial institution other than the financial institutions as provided for in Par.1, Art.57, their general successors;and hereunder to be designated as stockholders of the designated hour) that they shall make, within the period of Par.1 of the preceding Article (as regards the financial institutions which don't issue the certificates of share, within the period neither more than two months nor less than one month after the date of the public notification of Par.1, Art.28 which should be determined by them,) the payment of the unpaid capital stocks of the said shares as prescribed in the definite documents of the final disposition procedure;and shall at the same time notify the said stockholders and the persons inscribed in the lists of stockholders as the pledgees in the shares of the said stockholders that in case the stockholders failed to make their payments, the calls should lose their force and that the said stockholders should forfeit thir rights to the said shares.
In case of the preceding paragraph when the stockholders who were called in for payment as prescribed by the said paragraph failed to make the payment as prescribed by the same paragraph, the same call for payment shall forfeit its force, and the stockholders shall forfeit their rights to the said shares, and the said shares shall, at the maturity of the period as prescribed in the preceding paragraph, be reverted to the stockholders of the designated hour (trustors of shares at the designated hour, as to shares inscribed in the list of stockholders as trusted assets at the designated hour by virtue of the stipulation of Par.2, Art.3 of the Trust Law or as to shares inscribed in the statements of the assets belonging to the new accounts of trust accounts at the designated hour of trust companies or banks engaged in trust business certified by a public notary by virtue of the provision of Par.1, Art.8 of the Law regarding the Emergency Measures for the Accounts of Financial Institutions. Hereinafter the same shall apply), provided that when the stockholders of the designated hour of financial institutions as provided for in Par.1, Art.57 are not qualified to the membership the shares shall be reverted to financial institutions collecting unpaid capital stocks.
In case no person is found o whom shares should he reverted by virtue of the main text of the preceding paragraph, the said shares shall be reverted. to the said financial institutions collecting unpaid capital stocks.
Article 25-5. The financial institutions collecting. unpaid capital stocks shall within two weeks after the maturity of the period as prescribed by Art.25-4, Par.1 appoint the date of payment in accordance with the stipulation of the definite documents of the final disposition procedure, and shall call in for payment of the unpaid capital stocks to the stockholders (excluding the stockholders who have made the payment as prescribed by the provisions of Par.1 of the preceding Article, or the stockholders of the designated hour who have their residences in foreign countries).
In the case of the preceding paragraph, the call for payment to the stockholders of the designated hour (excluding those having been the stockholders of the designated hour, who became again since the designated hour assignees of the said shares), to whom the shares were reverted by virtue of the provision of Par.2 of the preceding Article has only to be made to the stockholders inscribed in the list of stockholders as the stockholders of the said shares at the designated hour, being addressed to the residences of the stockholders inscribed in the list of stockholders;excepting cases where the stockholders of the designated hour notified their names and residences to the financial institutions.
The date of payment of Par.1 shall be determined as to fall in the duration of more than one month and less than two months after weeks since the maturity of the period as provided for in Art.25-4, Par.1.
In the case the financial institutions or the special accounting companies as provided in the Law concerning the Emergency Measures for the Account of Companies (including those, to which by virtue of Art.39 of the Law concerning the Emergency Measures for the Account of Companies, the provisions of the same Law are with necessary modifications are applied;hereinafter referred as the special accounting companies) as regards the shares mentioned hereunder, have been called in for payment of unpaid capital stocks as provided for by Par.1, when the said call for payment was made prior to the date of the abrogation of the segregation of the new accounts and the old accounts of the said financial institutions (as regards the share of Item 2, the financial institutions of the same Item. And the same shall apply throughout the present Article), or was made prior to the date of the merger of the old accounts with the new accounts of the said special accounting companies (in place of the merger the abolition of the old accounts as regards the companies establishing only the old accounts, sicpassim);the date of payment regardless the provisions of the same paragraph, shall be deemed to be the date one month after the date of the abrogation of the segregation of the new accounts and the old accounts of the said financial institutions, or the date one month after the merger of the old accounts with the new accounts of the said special accounting companies.
1. Shares owned by financial institutions or by special accounting companies excluding shares, recorded by virtue of the stipulations of Par.2, Art.3 of the Trust Law as the trust assets on the list of stockholders or inscribed in the statement of the assets belonging to the new accounts of trust accounts at the designated hour of the trust companies (including banks engaged in the trust business) certified by a public notary by virtue Of the provision of Par.1, Art.8, of the Law regarding the Emergency Measures for the Accounts of Financial Institutions (to be called as trusted shares hereinafter).
2. Trusted shares of which financial institutions or special accounting companies are trustors.
Article 25-6. In the case the shares for which the call was made in accordance with the stipulations of Par.1 of the preceding Article, come under one of the categories given hereunder, and in the case the stockholders made no payment by the maturity of the period of payment, the said stockholders shall become exempt from the liability of payment of the capital stocks (including the contributions. Hereinafter the same) for which the call was made as prescribed by the same paragraph, and shall forfeit the rights of stockholders to the shares of which the payment of capital stocks was not made.
1. Shares owned by persons other than juridical persons (including the State and excluding the inheritance which is a juridical person in case the existence of a inheritor is not sure. Hereinafter the same).
2. Shares owned by closed institutions as provided for by Art.1 of the Closed Institutions Ordinance (hereinafter to be called closed institutions).
3. Trusted shares of which the trustors are persons as provided for by the preceding two items.
Article 25-7. In case the shares, for which the call for payment was made by virtue of the provisions of Par.1, Art.25-5, are other than those prescribed in each item of the preceding Article, and the stockholders failed to make payment by the maturity of the period of payment, the financial institutions collecting unpaid capital stocks may be authorized to put the said shares, of which the stockholders have failed to pay the unpaid capital stocks, in auction in accordance with the stipulations of the Auction Law, or may dispose of the same stocks in other manners. In this case, the said financial institutions shall be entitled to claim the compensation for damage or the penalty stipulated in the articles of incorporation.
The stipulations of Par.2 and Par.3, Art.214 of the Commercial Law (excluding the portion concerning the responsibilities of the assignors) shall apply to the case of the preceding paragraph with the necessary modifications.
The provisions of Art.392, Art.393 of the Commercial Law, and Art.135-24, Art.135-43 to Art.135-46 of the Impersonal Cases Procedure Law shall with the necessary modifications be applied to the cases where the financial institutions collecting unpaid capital stocks get the stockholders as provided for by Par.1 to make payment of the capital stocks.
In case the auction in accordance with the provision of Par.1 failed to bring about available result, or in case the disposition was not made by virtue of the stipulations of the same paragraph within the adequate period, the financial institutions collecting unpaid capital stocks shall be entitled to inform the stockholders of the same paragraph to that effect.
In case the notification of the preceding paragraph was made, the said stockholders shall forfeit their rights.In this case, the provisions of Par.3, Art.214 of the Commercial Law (excluding the portion concerning the responsibilities of the assignors) shall be applied with the necessary modifications.
The provisions of Par.2, Art.25-5 shall be applied to the notification of Par.4 with the necessary modifications.
Article 25-8. In the case the stockholders (as regards trusted shares, the trustors) called in for payment pursuant to the provisions of Par.1. Art.25-5 are financial institutions, to which the provisions of Item 7 or 9, Par.1. Art.24 are applied, the stockholders, classifying the shares called in for payment into groups of persons who issued the shares, sorts of the shares and the varieties of amounts of payment called in for as to the shares of numbers in each group, gotten by dividing the amount of the final loss to be liquidated and absorbed calculated in each group pursuant to the provisions of Item 7 or 9 of the same paragraph by the amount of payment called in for per share belonging to the group and raised fractions lower than 1 to 1, shall be exempted from the liabilities of payment of capital stocks called in for as provided for by Par.1, Art.25-5 and at the same time forfeit the rights of stockholders on the date of the abrogation of the segregation of the new accounts and the old accounts of the said financial institutions. In this case, the claim for payment of capital stocks of other shares called in for by virtue of the same paragraph shall not lapse regardless the provision of Par.3, Art.25.
In the case of the preceding paragraph, the Minister concerned shall make provisions for matters necessary for determining to which shares the said stockholders shall forfeit their rights as stockholders.
Article 25-9. In the case the stockholders (as regards trusted shares, the trustors) called in for payment pursuant to the provision of Par.1, Art.25-5 are the special accounting companies, to which the provision of Art.19 of the Enterprise Reconstruction, and Reorganization Law are applied or are applied with due modifications, the stockholders, classifying the shares called in for payment into groups of persons who issued the shares, sorts of the shares and varieties of amounts of payment called in for, as to the shares of numbers in each groups, gotten by multiplying numbers of the shares appertaining to each group by the ratio of Item 10, Art.6 of the same Law as prescribed in the definite reorganization programme as provided for by Art.18 of the same Law and raised fractions lower than 1 to 1, shall be exempted from the liabilities of payment of capital stocks called in for as provided for by Par.1, Art.25-5 and at the same time forfeit the rights of the stockholders, on the date of the merger of the old accounts with the new accounts of the said special accounting companies (the date of maturity of the period of payment, in case the special accounting companies to which are applied or applied with due modifications the provisions as prescribed for in Item 1, Par.1. Art.36 of the same Law were called in for payment before the day of completion of the whole of the reorganization plan after the date of the merger of the old accounts with the new accounts).
The provisions of Par.2 of the preceding Article shall he applied with the necessary modifications to the case as provided for in the preceding paragraph.
Article 25-10. As regards the shares issued by the special accounting joint-stock companies of the Enterprise Reconstruction and Reorganization Law (including the persons to whom are applied with due modifications the provisions of the same Law by virtue of the provisions prescribed in Art.52 of the same Law), the claim for payment of capital stocks of other shares than the shares, of which financial institutions should be exempted from payment of capital stocks and to which they should forfeit the rights as stockholders in accordance with the provisions of the Ordinance based on the provisions of Art.12 of the same Law, shall not lapse notwithstanding the provisions of Par.3, Art.25.
Article 25-11. In the case where financial institutions (trustees of trusted shares with regard to those of which financial institutions are trustors), having been already applied the provisions of Item 7 or 9, Par.1, Art.24, were called in for payment in accordance with the provisions of Par.1, Art.25 after the abrogation of the segregation of the new and old accounts of the said financial institutions (the financial institutions who are trustors with regard to trusted shares of which the said financial institutions are trustors, in the same manner in this Article), the stockholders, as to the shares to which the said stockholders should have forfeited the rights as stockholders by virtue of the provisions of Par.1, Art.25-8 if the said calling in for payment had been made before the abrogation of the segregation of the new and old accounts of the said financial institutions, shall be exempted from the obligations of payment of capital stocks called in for as prescribed for in Par.1, Art.25-5 on the date of payment of capital stocks of the said shares.
The provision of Par.2, Art.25-8 shall apply with the necessary modifications in respect to the case of the preceding paragraph.
Article 25-12. In the case where special accounting companies (trustees with regard to trusted shares of which the special accounting companies are trustors) received a call for payment of unpaid capital stocks pursuant to the provisions of Par.1, Art.25-5 after the date of the merger of the old accounts with the new accounts (the date of completion of whole of the reorganization plan with regard to special accounting companies to which are applied or applied with due modifications the provisions as prescribed for in Item 1, Par.1, Art.36 of the Enterprise Reconstruction and Reorganization Law, in the same manner in this Article) of the said special accounting companies (special accounting companies who are trustors with regard to trusted shares of which the special accounting companies are trustors, in the same manner in this Article), and the provisions of Art.19 of the same Law had been applied to the said special accounting companies, the stockholders, as to the shares to which the said stockholders should have forfeited the rights as stockholders by virtue of the provisions of Par.1, Art.25-9 if the said calling in for payment had been made before the merger of the old accounts with the new accounts of the said special accounting companies, shall be exempted from the obligations of payment of capital stocks called in for as prescribed for in Par.1, Art.25-5 on the date of payment of the capital stocks.
The provisions of Par.2, Art.25-8 shall apply in respect to the case of the preceding paragraph.
Article 25-13. The shares of which the stockholders have forfeited the rights of stockholders in accordance with the provisions of Art.25-6 to Art.25-9 or the two preceding Articles shall revert to the financial institutions collecting unpaid capital stocks on the day when the stockholders forfeit their rights.
In case a closed institution applied for taking over the forfeited stocks in accordance with the provisions of Art.25-6 by the date designated by the competent Minister, paying the equivalent amount to the amount called in for the payment of the unpaid capital stocks pursuant to Par.1, Art.25-5, the financial institutions collecting unpaid capital stocks shall transfer the said stocks, for the said amount, to the said closed institution.
Shares which have been reverted to the financial institutions collecting unpaid capital stocks in accordance with the provisions of Par.1 or the proviso of Par.2, Art.25-4, or Par.3 of the same Article shall be disposed of by auction or some other way by the provisions provided for in the definite document of the final disposition procedure during the reasonable period after the date designated by the competent Minister pursuant to the provisions of the preceding paragraph as regards the shares provided for in the same paragraph, and after the date of the reversion to the said financial institutions as regards the other. The same shall apply to such case as there are shares which have been reverted to the financial institutions collecting unpaid capital stocks in accordance with the provisions of the main text of Par.2, Art.25-4.
As regards the shares provided for in Par.2, the disposition made prior to the date designated by the competent Minister pursuant to the provisions of the same paragraph shall be invalidated.
Article 25-14. In case closed institutions have forfeited the rights of stockholders according to the provisions of Art.25-6, the financial institutions collecting unpaid capital stocks shall, notwithstanding the provisions of Art.241, Par.2 of the Commercial Law, have the rights of voting of the shares which have come into the possession of the said financial institutions in accordance with the provisions of Par.1 of the preceding Article until such date as should be designated by the competent Minister according to the provisions of Par.2 of the same Article (regarding the shares transferred to closed institutions prior to the date of the said designation, the date of the transfer).
In the case of the foregoing paragraph, the financial institutions collecting unpaid capital stocks shall delegate the execution of the rights of voting of the shares referred to in the same paragraph to the special liquidators of the said closed institutions as established by the provisions of Art.9 of the Closed Institution Ordinance, in accordance with the stipulations as may be issued by the competent Minister. In this case, the said special liquidators can not refuse to accept such delegation.
Article 25-15. In case persons who forfeited the rights of stockholders according to the provisions of Par.2, Art.25-4 are the persons who acquired the said shares at the cost of consideration, they can claim the refund of the money equivalent to the amount they paid to the assignors of the said shares (if the assignors are the trustees at the designated hour of trusted shares, the trustors;hereinafter the same);provided in case the persons who have acquired the shares at the cost of consideration are persons enumerated as follows, they shall be excepted from the application of the foregoing provisions:
1. Juridical persons.
2. Persons engaging in securities business as provided for in the provisions of Art.15 of the Securities Transaction Law.
3. Persons to be designated by the Ordinance of persons in the position to be informed of the fact that the call for payment of unpaid capital stocks of the said shares should be made pursuant to the provisions of Item 3, Par.1, Art.25.
In the case of the foregoing paragraph, if the assignor has refunded the money equivalent to the amount of consideration to the stockholders, he can in turn demand the party from whom he acquired the said shares within the extent of the amount he refunded to the present stockholder, provided the said share was acquired at the cost of consideration. But the stockholder of the designated hour and the person being subject to any of the categories referred to in the proviso of the foregoing paragraph who transferred the shares after May 13, 1947 can not demand the refund of money equivalent to the amount paid for them.
The right of making request as referred to in the provision of Par.1 and the right of making request for refund according to the provision of the foregoing paragraph shall become extinct by prescription upon the lapse of one year from the date of the forfeiture of the right of stockholder or the date of refund made in complicance with request.
Article 25-16. The stockholder who is called in for payment on share according to the provisions of Par.1, Art.25-4 or Par.1, Art.25-5 can make his payment by means of offsetting accounts, notwithstanding the provisions of Par.2, Art.200 of the Commercial Law (including the similar provisions of other laws and ordinances).
In case a stockholder who is called in for the payment on share according to the provisions of Par.1, Art.25-4 or Par.1, Art.25-5 has a claim other than those which are subject to mortgage against the financial institution collecting unpaid capital stocks (if the liability against the said claim belongs to the old account of the said financial institution, such a claim as can be settled according to the provision of proviso of Article 16 of the Law regarding the Emergency Measures for the Accounts of Financial Institutions), he can make his payment by offsetting with his claim even before the date of payment of the claim. In this case, thee said claim and calling in for payment of unpaid capital stocks shall be come extinct within the extent of the mutually corresponding amount at the time of the manifestation of intention of making such offset.
The provisions of Par.2 and Par.3 of Art.125 of the Commercial Law shall be applied with due modifications to the foregoing case.
The claim on the payment of unpaid capital stocks and the claim designated by the competent Minister shall not be appropriated by means of offset to the payment of capital stocks, in spite of the provisions of Pars.1 and 2.
The financial institution collecting unpaid capital stocks shall keep its books regarding the liabilities (with the exception of those belonging to the old account) which become extinct by offset by entering the corresponding amount as a debt of the new account to the old account.
Article 25-17. Stockholders of the financial institutions collecting unpaid capital stocks can surrender to the said financial institutions securities such as national bonds, local government bonds and other securities as designated by the competent Minister in lieu of the payment of capital stocks called in for. In this case, the surrender of such securities shall be considered as same as making payment of capital stocks called in for.
The appraised value of national bonds, local government bonds and other securities in the case of the preceding paragraph shall be governed by what is determined by the competent Minister.
Article 25-18. With regard to the case of payment provided for in Item 3, Par.1, Art.25, the provisions of Art.213 to 220 inclusive of the Commercial Law shall not be applied.
Article 53-2. The liquidator of a financial institution of joint-stock company which dissolved obtaining permission in accordance with the provisions of Par.2, Art.22 of the Law regarding the Emergency Measures for the Accounts of Financial Institutions (hereinafter called the dissolved financial institution), is only liable, as to drawing up the inventory and the balance sheet pursuant to the provisions of Art.419 of the Commercial Law, to draw them up in connection with the assets and liabilities of the new account, and as to notifying to let apply for claims in accordance with Art.421 and Par.1, Art.422 of the same Law, to notify persons who have claims against liabilities belonging to the new account (exclusive of those transferred from tile old account after the dissolution).
Article 53-3. Provisions of Art.16 and 17 of the Law regarding the Emergency Measures for the Accounts of Financial Institutions shall be applied to the case of the liabilities belonging to the new accounts of the dissolvel financial institutions.
Article 57-2. In cases where members or partners of the financial institutions referred to in Par.1 of the preceding Article have lost the position of members or partners owing to the forfeiture of the rights of investors pursuant to the provisions of Art.25-4, Art.25-6 to Art.25-9 inclusive, Art.25-11 or Art.25-12, the members or partners concerned may enjoy the accommodation of funds, the use of facilities and other same benefits as the members or partners can enjoy, only for the period of six months from the day when the rights of investors have been lost.
Next to Par.2 of the Supplementary Provisions, the following paragraph shall be added:
With regard to the application of the provisions of Art.25-15, persons engaged in the securities business as provided for in the provisions of Art.1 of the Securities Business Control Law shall be deemed to be the persons stipulated in Item 2 of the Provision of Par.1, Art.25-15, until the provisions of Art.15 of the Securities Transaction Law shall come into force.
Supplementary Provision:
This Law shall come into force as from 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
Minister of Commerce and Industry MIZUTANI Chozaburo
Prime Minister KATAYAMA Tetsu