Article 1. The Enterprise Reconstruction and Reorganization Law shall partially be amended as follows:
In Par. I of Art.5, "Item 2 of Art.7 shall read" Item 2 of Par.1 of Art.7 "and in Par.2 of the same Art." and special accounting joint-stock company which is an entreprenuer referred to in Art.1, Par.1 of Ministries of Commerce&Industry and Education Ordinance No.1 of 1946 or an entreprenuer referred to in Art.1, Par.1 of the Ministry of Transportation Ordinance No.32, "shall read" special accounting joint-stock company which is an entreprenuer referred to in Art.1, Par.1 of Ministries of Commerce&Industry and Education Ordinance No.32 of 1946 or an entreprenuer referred to in Art.1, Par.1 of the Ministry of Transportation Ordinance No.1 of 1946, and special accounting joints-tock company which is a designated equipment as prescribed by Art.1 or Art.2 of Ministries of Commerce&Industry, Education, Agriculture&Forestry, Transportation and Welfare Ordinance No.1 of 1947 or which manages or is entitled to own such designated equipment "and" approved in accordance with the provisions of the said Laws and Ordinances "shall read" approved or permitted in accordance with the permission based upon the said Laws and Ordinance ", and" applications for approval based on the said Law and Ordinances "shall read" application for approval or permission based upon the said Laws and Ordinances".
In Item 3 of Art.6 "undertaking plan and funds plan after the continuance:Full names of executive personnel" shall read "trade-name, object, amount of capital, location of the head office or branches, names of executive personnel of companies concerned (if any change is made to these matters between those as outstanding and those in future, such fact) and the period of service as stipulated under Par.3 of Art.29-(6) of officers" and in Item 4 of said Art. next to "the time of dissolution" , "names of liquidators" shall be added, and in Item 6 of said Art. "undertaking plan, funds plan, and full names or titles of stockholders, executive personnel and creditors" shall read "trdae-names, object, amount of capital and location of the head office or branches" and in Item 7 of said Art. "the outline of the plan, full names or titles of stockholders and the executive personnel, matters pertaining to succession of liabilities as prescribed by the provisions of Art.10" , shall read "Trade name, object, amount of capital, location of the head office or branches, names and period of service of executive personnel, the scope of business to be entrusted, assets to be leased, invested or transferred and price thereof, and matters relating to succession of liabilities and transfer of assets as prescribed by Art.10, matters pertaining to transfer of assets as prescribed by Par.3 of Art.34-(4) or Par.1 of Art.34-(5)" , and in Item 10 of said Art "and special loss" shall read "special loss" and "and matters pertaining to revaluation as prescribed by Art.8" shall read "matters pertaining to revaluation as prescribed by Art.8 and the amount to be set aside pursuant to the provisions of Par.1 of Art.34-(4)" , and Item 18 of said Art. shall be amended as follows:
18. Besides the decrease in capital as prescribed by the foregoing Item, if capital is decreased in case where companies are to continue to exist, such fact and if, at the option of stockholders, stocks of companies as prescribed by Item 7 (hereinafter referred to as "second companies" ) are given to stockholders in lieu of the repayment of the amount of stocks or of the payment in cash at the time of depreciation of stocks, such fact, and delivery price of such stocks.
In the same Art., Item 19 shall read Item 22, and the following three Items shall be added to Item 18:
19. In case of dissolution, if, at the option of stockholders stocks of second companies are given to stockholders as a distribution of remnant assets, such fact and delivery price thereof;
20. Matters relating to increase in capital, matters relating to computation of the amount in case where payment is made in cash under Par.1 of Art.29-(3), substance of stock right on new shares and matters relating to transfer of such stock right under Art.29-(4);
21. Matters relating to establishment, extension or improvement of enterprise equipments of special accounting joint-stock companies.
The following new Paragraph shall be added to the same Art.:
Documents setting forth the following particulars shall be attached to the reorganization plan:
1. In case where companies continue to exist, undertaking plan and funds plan for future and names or titles of persons who are expected to become stockholders and creditors thereof;
2. In case where the other party of merger continues to exist after the merger undertaking plan and funds plan of companies who continue to exist and names or titles of persons who are expected to become stockholders or creditors thereof;
3. In case where companies are established in consequense of merger, undertaking plan and funds plan of companies which are to be established, and names or titles of persons who are expected to become stockholders or creditors thereof;
4. In case where second companies are established or where investment or transfer of assets is made to second companies, undertaking plan and funds plan of second companies and names or titles of persons who are expected to become stockholders or creditors thereof;
5. Matters pertaining to plan of settlement of old claims as prescribed by Par.1 of Art.14 of the Law concerning the Emergency Measures for the Account of Companies or other plans of disposal thereof;
6. Matters pertaining to plan for executing reorganization plan;
7. Other matters as may be determined by a separate Order.
In Par.2 of Art.10, "succession of liabilities as prescribed by the foregoing Paragraph" shall read "succession of liabilities as prescribed by Par.1 and transfer of assets as prescribed by the foregoing Paragraph" and the following new Paragraph shall be added to Par.1 of said Art.:
Special accounting joint-stock companies shall transfer to persons who succeed to liabilities pursuant to the provisions of the foregoing Paragraph the assets corresponding to the amount of such liabilities.
In Art.13, "companies as prescribed by Item 7 of Art.6 (hereinafter to be called" second companics "shall read" second companies".
Article 13-(2). In case where Special Supervisors apply for approval on the reorganization plan as prescribed by Par.1 of Art.5, if interested persons have given in writing to such Special Suppervisors opinions different from stipulations of such reorganization plan, they shall state additionally the substance of such opinions on such reorganization plan.
In Par.1 of Art.14, "Item 10 of Art.6" shall read "Item 10 of Par.1 of Art.6" and next to "documents stating reorganization plan concerned" , "documents providing for such particulars as prescribed by Par.2 of same Art., and documents relating to accounting which may be designated by the competent Ministers" shall be added and in Par.2 of the same Art., "stockholders and creditors" shall read "interested persons" .
In Par.2 of Art.15, "within the scope of objections" shall read "with respect to matters to which objection were" , and next to "can apply for approval" , "Even in case where no objection was filed under the provisions of said Paragraph, the above shall apply to matters which are not directly concerned with the interest of stockholders or creditors" shall be added and in Par.3 of the same Art., "the foregoing Paragraph" shall read "the foregoing two Paragraphs" and after Par.2 of the same Art., the following new Paragraph shall be added:
Besides such case as prescribed by the foregoing Paragraph, if the competent Minister's deem it specifically necessary for carrying out the provisions of the Law concerning the Emergency Measures for the Account of companies and this Law, they may give approval by providing for additional matters as prescribed by Par.1 of Art.6 which have not stipulated on the reorganization plan.
In Art.16 "Par.3 of the same Art." shall read "Par.4 of the same Art."
In Par. of Art.17, "on the reorganization plan" shall read "on the reorganization plan which had been applied for approval pursuant to the provisions of said Paragraph" "may order to dissolve" shall read "may order to dissolve or order the special suppervisors of such companies to apply for approval as prescribed by Par.1 of Art.15 by the time as may be specified" , and in Par.2 of said Article "the order prescribed in the preceding Paragraphs" shall read "dissolution order as prescribed by the foregoing two Paragraphs" , and "the order as prescribed in said Paragraph" shall read "such order" , and the following new Paragraph shall be added to Par.1 of said Article:
The provisions of the foregoing Paragraph shall apply mutatis mutandis to such cases where special supervisors of special accounting jointstock companies who have been ordered to apply for approval pursuant to the provisions of said Paragraph failed to apply for approval by the time-limit as prescribed by said Paragraph on where disapproval was given with respect to the reorganization plan which had been applied for approval pursuant to the provisions of said Paragraph.
In Art.18, "Par.1 or Par.2 of Art.15" shall read "Par.1 to Par.3 inclusive of Art.15" and "Item 10 of Art.6" shall read "Item 10 of Par.1 of Art.6" .
In Par.1 of Art.18-(2), "Par.1 or Par.2 of Art.15" shall read "Par.1 to Par.3 inclusive of Art.15" and in Par.3 of said Art. "or who have any objection to decrease in capital" shall read"of liabilities arising after the designated hour on the new account of special accounting joint-stock companies concerned.
Article 18-(3). Special supervisors and other, interested persons who have any objection to such matters which have been approved after making modification under the provisions of the latter part of Par.2 or Par.3 of Art.15 of the approved reorganization plan may file such objection together with reasons therefor with the competent Ministers within the period of one (1) month from the day of notification as prescribed by Art.18.
In case where such objections as prescribed by the foregoing Paragraph have been filed, the competent Ministers may, if deemed necessary, order special accounting joint-stock companies concerned to stop the execution of reorganization with respect to such matters to which such objections have been raised.
If the competent Ministers deem that such objection as prescribed by Par.1, has just cause, they shall immediately modify the approved reorganization plan by themselves or direct the special supervisors of such special accounting joint-stock companies to apply for approval on modification on the approved reorganization plan according to the provisions of Art.20 without delay.
The provisions of Art.18 shall apply mutatis mutandis to such case where the competent Ministers modify the approved, reorganization plan according to the provisions of the foregoing Paragraph.
In Par.1 of Art.19, "Item 10 of Art.6" shall read "Item 10 of Par.1 of Art.6." and "Par.1 or 2 of Art.15" shall read "Par.1 to Par.3 inclusive of Art.15" .
In Par.1 of Art.20, next to "Special Supervisors" "(if approval was given to application as prescribed by Par.3 of Art.47-(2), directors or liquidators)" shall be added and in Par.2 of said Art., "Art.14 to Art.18-(2) inclusive" shall ead "Art.13-(2) to Art.18-(3) inclusive" .
In Par.2 of Art.21, "Art.14, Art.15, Art.18, Art. l8-(2)" shall read "Art.13-(2) to Art.15 inclusive, Art.18 to Art.28-(3) inclusive" and in Par.3 of the same Art. "Par.3 of Art.15" shall read "Par.4 of Art.15" .
In Art.22, "Par.1 or 2 of Art.15" shall read "Par.1 to Par.3 inclusive of Art.15" and before "hereinafter the same" , "with the exception of the cases of Item 1 of Par.1 of Art.36" shall be added.
In Art.24, "Items 7 to 9 inclusive of Art.6" shall read "Items 7 to 9 inclusive of Par.1 of Art.6" .
In Par.1 of Art.26, next to "the amount of ciaims cancelled under the provisions of Art.19" , "(should there be amount to be given in cash pursuant to the provisions of Art.29-(3) to creditors of old claims under Par.1 of Art.14 of the Law concerning the Emergency Measures for the Account of Companies, the amount of such claims minus such amount to be given in cash,)" shall be added, and "old claims as prescribed by Par.1 of Art.14 of the Law concerning the Emergency Measures for the Account of Companies" shall read "creditors of old claims as prescribed by said Paragraph" and in Par.2 of the same Art. "as prescribed by the foregoing Paragraph," shall read "as prescribed by Par.1" and "the amount belonging to creditors according to the provisions of said Paragraph" shall read"the amount belonging to creditors or stockholders according to the provisions of the foregoing two Paragraphs, and the following new Paragraph shall be added to Par.1 of the same Art.:
In case of coming under the provisions of the foregoing Paragraph and should there still be remnant after deducting the amount which is to belong to creditors pursuant to the provisions of said Paragraph from the excess as prescribed by the provisions of said Paragraph special accounting joint-stock companies shall return the amount corresponding to such excess to stocksolders in such manner as stipulated on the reorganization plan as far as and within the extent of the amount of decrease in capital with respect to the special loss which was computed as the burden of stockholders pursuant to the provisions of Par.2 of Art.34.
In Art.27, "and the Ministry of Transportation Ordinance No.32, 1946" shall read "and the Ministry of Transportation Ordinance No.32, 1946, and the Ministries of Commerce&Industry, Education, Transportation and Welfare Ordinance No.1, 1947."
In par.1 of Art.29, "stiplations of Articles of Associations" shall read "stipulations of Articles of Associations or provisions of existing contracts" and Par.2 of this some Art. shall read as follows:
Stipulations of the approved reorganization plan shall be binding upon stockholders of special accounting joint-stock companies, promoters, underwriters and stockholders of second companies and creditors of special accounting joint-stock companies.
The provisions of the foregoing Paragraph shall not prevent the application of the provisions of Par.3 of Art.100 referred to under Par.2 of Art.18-(2)(including Par.3 of the same Art. wherein said provisions are applied mutatis mutandis) to creditors who, pursuant to the provisions of Par.1 of said Art.(including Par.3 of said Art. wherein said provisions are applied mutatis mutandis) have raised objections within the period of time as prescribed by Par.1 of the same Art.
Article.29-(2). Should stipulations be made on the approved reorganization plan pursuant to Item 11, 18 or 19 of Par.1 of Art.6, conditions on old claims as prescribed by Par.1 of Art.14 of the Law concering the Emergency Measures for the Account of Companies or interests of stockholders shall be modified by such stipulations of approved reorganization plan.
Should stipulations be made on the approved reorganization plan pursuant to the provisions of Item 18 of Par.1 of Art.6, the provisions of Par.1 of Art.208 of the Commercial Code and Par.3 of Art.209 of said Code shall be applied mutatis mutandis to stocks and shares of second companies which are to be given to stockholders.
Article.29-(3). In case of increase of capital of special accounting joint-stock companies who compute the burden of stockholders or the burden of creditors of old claims as prescribed by Par.1 of Art.14 of the Law concerning Emergency Measures for the Account of Companies with respect to the special loss, if stocks are issued at the price exceeding the par value, stockholders or creditors who do not become underwriter of new shares may request the payment of the amount computed according to the approved reorganization plan of such excess less expenses required for issue of such stocks, provided, however, the above shall not apply to such cases where stock right on such new shares has been transferred to others pursuant to the provisions of Par.1 of Art.29-(4).
The amount to be paid in cash to creditors pursuant to the provisions of the foregoing Paragraph, shall not exceed the amount to be cancelled pursuant to the provisions of Art.19.
The provisions of Par.2 of Art.288 of the Commercial Code shall not apply to the amount to be paid pursuant to the provisions of Par.1.
Special accounting joint-stock companies shall, whenever they intend to make payment in cash to stockholders or creditors pursuant to the provisions of Par.1, obtain the permission of the competent Ministers.
Article 29-(4). In the case of increase of capital of special accounting joint-stock companies, stockholders or creditors of old claims as prescribed by Par.1 of Art.14 of the Law concerning the Emergency Measures for the Account of Companies may, in accordance with the stipulations of approved reorganization plan, transfer the stock right on such new stocks.
Article 29-(5). In case where factory consortium or others is to be created with respect to assets that have been invested or transferred to a second company, and where it is intended to prepare a list of consortium, as far as and within the period of one (1) year from the date of establishment of second company or registration on increase of capital, machinery, toods or other itemes which constitute such consortium may be described en bloc as may be prescribed by a Cabinet Order.
The provisions of Art.192 to Art.194 inclusive of the Civil Gode shall apply mutatis mutandis to such cases where, in accordance with the provisions of the foregoing Paragraph, items which are described on bloc on the list of consortium as prescribed by said Paragraph have been transferrerd to a third party or parties.
Article 29-(6). Appointment or dismissal of officers of special accounting joint-stock companies may be made by stipulating on the reorganization plan of names of officers to be appointed or dismissed, notwithstanding the provisions, of Par.1 of Art.254 and Art.257 (including Art.280 wherein said provisions are applied mutatis mutandis) of the Commercial Gode.
The appointment or dismissal as prescribed by the provisions of the foregoing Paragraph shall be effective as from the day of approval as prescribed by the provisions of Par.1 to Par.3 inclusive of Art.15.
The period of service of officers to be appointed pursuant to the provisions of Par.1 shall be stipulated on the reorganization plan, provided, however, such period of time shall not exceed the remainder of their predecessors in case where there is not stipulation in Laws, Ordinances or Constitutions of Companies, if the remaining period of predecessors is not more than six (6) months, or if predecessors are to retire after the expiration of their term, said period of time shall be six (6) months).
Article 29-(7). Persons who are stipulated on the approved reorganization plans as liquidators of special accounting joint-stock companies which are to dissolve shall become the liquidators of such special accounting joint-stock companies notwithstanding the provisions of Art.417 of the Commercial Code.
In Art.31, "Item 7 of Art.6" shall read "Item 7 of Par.1 of Art.6" .
In Par.2 of Art.34, "the amount not less than" shall be crossed out and in Par.4 of said Art., "in compliance with the provisions of Art.377 to Art.379 inclusive of said Gode" shall be crossed out and in Par.8 of said Art., next to "decrease of capital" , "and the merger of stocks to be made pursuant to the provisions of Par.4" shall be added, and Par.5 of the same Art. shall be deleted.
In Chapter 4, next to Art.34, the following six Articles shall be added:
Article 31-(2). Special accounting joint-stock companies who are to set up second company or companies or invest or transfer their assets to second company or companies shall not pay retiring allowances to officers or employees (hereinafter referred to as the retired) who are to retire after the day of approval as prescribed by the provisions of Pars.1 to 3 inclusive of Art.15, notwithstanding the provisions of Laws, Orders, or constitutions of companies or clause of existing contracts.
Special accounting joint-stock companies as prescribed by the foregoing Paragraph may pay retiring allowances to such persons who are the retired and who have not become an officer or an employee of second company before the day of the merger of the old account and the new account as prescribed by proviso of Item 1 of Par.1 of Art.36 on and after such date.
Retiring allowances to be paid pursuant to the provisions of the foregoing Paragraph may bear interest on and after the date of retirement.
Article 34-(3). For persons who are the retired of special accounting joint-stock companies as prescribed by Par.1 of the foregoing Art., and who have become an officer of second companies after the date of approval as prescribed by Pars.1 to 3 inclusive of Art.15 and before the merger of the old account and the new account as prescribed by proviso of Item 1 of Par.1 of Art.36, the tenure of service as of officer or employee of such special accounting joint-stock company shall be regarded as the tenure of service as of officer or employee of such second company, as far as the computation of retiring allowance is concerned.
Article 34-(4). Approved reorganization plan of special accounting joint-stock companies may provide, within the limit of the reserve as entered on the liabilities column of the balance sheet, as prescribed by Art.5 of the Law concerning the Emergency Measures for the Account of Companies an amount to be set aside for the purpose of payment of retiring allowance from special accounting joint-stock companies concerned or second companies thereof on the day of approval as prescribed by Pars.1 to 3 inclusvie of Art.15.
The amount which is stipulated pursuant to the provisions of the foregoing Paragraph shall not be required to be totalled in the amount as prescribed by Item 2 of Art.3, notwithstanding the provisions of said Art.
Should the amount of reserve to be set aside be stipulated pursuant to the provisions of Par.1, special accounting joint-stock companies concerned shall, in accordance with the stipulation of the approved reorganization plan, transfer to second companies thereof the whole or a part of the assets corresponding to the amount of the whole or a part of such reserves.
In the case of the foregoing Paragraph, second companies shall reserve the amount corresponding to the assets that have been transferred thereto pursuant to the provisions of the said Paragraph.
With the exception of the case of liquidation or of bankruptcy, the amount of reserve which has been set aside by special accounting joint-stock companies in accordance with the stipulations of the approved reorganization plan and the amount of reserve which has been succeeded to by second companies pursuant to the provisions of the foregoing Paragraph shall not be used for any purpose other than the payment of retiring allowances to employees who were in service of such special accounting joint-stock companies on the day of approval as prescribed by Pars.1 to 3 inclusive of Art.15, unless approved by the competent Minister.
Article 34-(5). Within the extent of the aggregate of the excess, if any, of the total amount as prescribed by Item 2 of Art.3 plus the amount as prescribed by Par.3 of Art.8 over the total amount as prescribed by Item 1 of Art.3 of the profits, if any, on the new account, and within the limit determined by the competent Ministers, special accounting joint-stock companies may, in accordance with the stipulations of the approved reorganization plan, transfer the assets corresponding to the whole or a part of such excess or such profits.
In the case of the foregoing Paragraph, second companies shall include such amount corresponding to the assets that have been transferred pursuant to the provisions of said Paragraph in the reserve as prescribed by the provisions of Par.1 of Art.288 of the Commercial Code or shall reserve to the extent to reach the amount as prescribed by said Paragraph of said Code.
Article 34-(6). The amount corresponding to the assets that have been transferred from special accounting joint-stock companies to second companies pursuant to the provisions of Par.3 of Art.34-(4) or Par.1 of the foregoing Article or the amount which has been included or reserved pursuant to the provisions of Par.4 of Art.34-(4) or Par.2 of the foregoing Article shall not be included in profits or losses on the computation of general income for every business year under the Corporate Tax Law or net profits for every business year in case where Business Tax is imposed under the Local Tax Law.
Article 34-(7). In case where, in accordance with the stipulations of the approved reorganization plan, special accounting joint-stock companies issue debentures for the purpose of having debentures acquired as a means of fulfilment of old claims as prescribed by Par.1 of Art.14 of the Law concerning the Emergency Measures for the Account of Companies, the amount of such debentures shall not be included in the total amount of debentures with regard to the application of the provisions of Art.297 of the Commercial Code.
In Par.3 of Art.35, "Par.2 of Art.9" shall be crossed out, and "Par.2 of Art.15" shall read "Art.15, Pars.3 (excluding part related to merger) and 4 of Art.18-(2), Art.18-(3) and Pars.2 to 7 inclusive of Art.34" "the foregoing two Paragraphs" shall read "the foregoing three Paragraphs" and Pars.4 and 5 of said Article shall be deleted, and the following new Paragraph shall be added after Par.2 of said Art:
Should special accounting joint-stock companies apply for approval pursuant to the provisions of Par.1, they shall make public notification of such fact without delay and shall keep the documents describing matters relating to such application in the head office and branches of such companies, and offer the same for perusal of interested persons.
Article 35-(2). Should special accounting jointstock companies who applied for approval in accordance with the provisions of Par.1 of the foregoing Article be given a disposition of disapproval in accordance with the provisions of Par.4 of the same Article wherein Par.1 of Art.15 is applied mutatis mutandis, they shall apply for approval with necessary modifications based upon such reasons as attached to the document stating such disapproval under Par.3 of Art.15 within one (1) month from date of disapproval.
Article 35-(3). Should special accounting joint-stock companies applied to the provisions of Par.1 of Art.35 fail to apply for approval within the period of time as determined by a separate order to be issued under said Paragraph, or should they fail to apply for approval within the period of time as prescribed by the foregoing Article, or should they be given disapproval to application for approval as prescribed by the same Article, or should the special supervisors of special accounting joint-stock companies coming under the provisions of Par.3 of Art.21 fail to apply for approval within the period of time specified in said Paragraph, or should they be given disapproval to reorganization plan which was applied for approval pursuant to the provisions of said Paragraph, the competent Ministers may order such companies to dissolve or to apply for approval as prescribed by Par.1 of Art.35 by the time limit to be specified.
The provisions of the foregoing Paragraph shall apply mutatis mutandis to such cases where special accounting joint-stock companies who have been ordered to apply for approval pursuant to the provisions of said Paragraph fail to apply for approval by the time limit specified in said Paragraph, or where they are given disapproval to the application for approval as prescribed by said Paragraph.
The provisions of Par.3 of Art.17 shall apply mutatis mutandis to the case of the foregoing two Paragraphs.
Article 35-(4). Should the approval as prescribed by the provisions of Pars.1 to 3 inclusive of Art.15 which are applied mutatis mutandis under Par.4 of Art.35, special accounting joint-stock companies shall make public notification on such fact without delay and at the same time, shall keep documents describing matters relating to such approval in the head office or branches of such companies, and offer the same for perusal of interested persons.
Article 35-(5). In case where special, accounting joint-stock companies who were given approval as prescribed by Pars.1 to 3 inclusive of Art.15 which is applied mutatis mutandis under Par.4 of Art.35 purport to increase capital pursuant to the provisions of Par.2 of Art.34, which is applied mutatis mutandis under Par.4 of Art.35, resolution of stockholders'general meeting shall not be required notwithstanding the provisions of Par.1 of Art.342 of the Commercial Code.
In Item 1 of Par.1 of Art.36, "Par.1 or 2 of Art.15" shall read "Pars.1 to 3 inclusive of Art.15 (including Par.2 of Art.21 wherein said provisions are applied mutatis mutandis)" and Items 2 to 7 inclusive of said Paragraph shall read as follows:
2. For special accounting joint-stock companies who have been ordered to dissolve pursuant to the provisions of Par.1 of Art.17 (including Par.2 of the same Art. wherein said provisions are applied mutatis mutandis), date of such dissolution;
3. For special accounting joint-stock companies who have given approval as prescribed by Par.1 of Art.35, date of such approval;
4. For special accounting joint-stock companies who have been ordered to dissolve pursuant to the provisions of Par.1 of Art.35-(3)(including Par.3 wherein said provisions are applied mutatis mutandis), date of dissolution;
5. For special accounting joint-stock companies who have been designated pursuant to the provisions of Art.1 of the Closed Institutions Ordinance, date of such designation.
The following new Paragraph shall be added next to the same Art.:
As regards merger of the old and new accounts under Item 5 of Par.1, special stiputations may be made by a separate Order.
In Par.2 of Art.39, "the Business Tax Law" shall read "net profits for every business year under the old Business Tax and in case where Business Tax is imposed under the Local Tax Law" .
In Art.40 and Par.1 of Art.40-(2), "Par.1 or 2 of Art.15" shall read "Pars.1 to 3 inclusive of Art.15."
Article 40-(3). Special accounting joint-stock companies shall file, in every period of time as determined by the competent Ministers, with them a report on the progress of execution on ap- proved reorganization plan.
In Art.45, "Par.1 or 2 of Art.15" shall read "Pars.1 to 3 inclusive of Art.15" and "Par.1 of, Art.17" shall read "dissolution order as prescribed by Par.1 of Art.17 (including Par.2 of the same Art. wherein said provisions are applied mutatis mutandis) or Par.1 of Art.35-(3)(including Par.2 of the same Art. wherein said provisions are applied mutatis mutandis)."
In Art.46, "Imperial Ordinance" shall read "Cabinet Order" .
Article 47-(2). Until the execution of the approved reorganization plan is completed special supervissors may collect report from officers or liquidators of special accounting joint-stock companies concerned and inspect books or document of such special accounting joint-stock companies with respect to execution of such matters of reorganization plan as provided for by Items 8, 9, 15 and 20 of Art.6.
Should special supervisors find any violation of the approved reorganization plan with respect to such matters as provided for by the foregoing Paragraph, they shall file such fact with the competent Ministers without delay.
Even before the completion of execution of the approved reorganization plan, special accounting joint-stock companies may apply the competent Minister for exemption from application of the provisions of the foregoing two said Paragraphs if they deem it unnecessary to be applied under the foregoing two Paragraphs.
Should approval be given to application as prescribed by the foregoing Paragraph, the provisions of Art.6, Art.17 to Art.22 inclusive and Par.2 of Art.23 of the Law concerning the Emergency Measures for the Account of Companies shall not apply to special accounting joint-stock companies concerned.
Article 49-(2). In case where the competent Ministers are to make disposition as prescribed by the provisions of Pars.1 to 3 inclusive of Art.15 to reorganization plans providing such matters as prescribed by Art.15 and Art.16 (excluding cases where the same is made between special accounting joint-stock companies and second companies thereof) of the Law relating to Prohibition of Private Monopoly and Preservation of Fair Trade, the competent Ministers shall ask for the opinions of the Fair Trade Commission.
In Par.2 of Art.53, "Par.1 or 2 of Art.15" shall read "Par.1 or 3 inclusive of Art.15."
In Par.2 of Art.54-(2), before "Item 1" , "Par.1" shall be added and "Items 15 to 17 inclusive" shall read "Items 15 to 17 inclusive and Item 20 and Item 5 of Par.2" , and "Par.2 of Art.10" shall read "Par.2 and Par.3 of Art.10" , and next to "Art.29" , "Art.29-(2)(excluding parts relating to conditions on old claims as prescribed by Par.1 of Art.14 of the Law concerning the Emergency Measures for the Account of Companies), Art.29-(5)" shall be added and next to "Art.31" , "Art.34-(2), Art.34-(3), Pars.1, 3 and 4 of Art.34, Art.34-(6), Art.40-(3)" shall be added, and "and Art.49" shall read "Art.49 and Art.49-(2)" , and "Item 7 of Art.6" shall read "Item 7 of Par.1 of Art.6" .
In Item 2 of Art.56, "Item 10 of Art.6" shall read "Item 10 of Par.1 of Art.6" .
In Art.58, "Art.16 or" shall read "Art.16 and/or" , and "failed to apply for approval" shall road "failed to apply for approval or applied for approval in violation of orders issued under Par.1 of Art.17 (including Par.2 of said Article wherein said provisions are applied mutatis mutandis)" .
In Item 1 of Art.60, before "Par.2 of Art.20" , "Par.4 of Art.18-(3)" shall be added, and before "Par.1 of Art.37" "Par.3 of Art.35 or Art.35-(4)" shall be added and in Item 2 of the same Art, "or Art.18" shall read "or Art.18, Par.3 of Art.35, or Art.35-(4)" and in Item 5 of the same Art. "or Par.5" shall be deleted and in said Item, "or increase of capital" shall be deleted and in Item 7 of said Article, before "Par.1 of Art.41" , "Art.40-(3)" shall be added and Item 6 and Item 7 of the same Art. shall read Items 11 and 12, respectively and next to Item 5, the following five new Items shall be provided:
6. When they paid retiring allowances in violation of Par.1 of Art.34-(2)(including such cases where said provisions are applied mutatis mutandis under Par.2 of Art.54);
7. When they used reserve in violation of Par.4 of Art.34-(4);
8. When they failed to make report as prescribed by Par.1 of Art.47-(2) or made false entries therein;
9. When they refused, rejected or evaded the inspection as prescribed by the provisions of Par.1 of Art.47-(2);
10. When they failed to make report as prescribed by Par.2 of Art.47-(2) or made false entries therein.