Imperial Ordinance concerning the Closed Institutions Liquidating Commission

Article 1. The object of the Closed Institutions Liquidating Commission (hereinafter referred to as the "Commission") is to execute the Special Liquidation of the Closed Institutions and also the other businesses stipulated in other laws and ordinances as well as those designated by the Minister of Finance.

Article 2. The Commission shall be a juridical person.

Article 3. The Commission shall have its principal office in the metropolis of Tokyo.

Article 4. The Commission shall stipulate in its Articles of Incorporation the following particulars: 1. The object, 2. The name, 3. The location of offices, 4. The particulars concerning the Commissioners, 5. The particulars concerning the Chairman, Vice-Chairman, Executive Commissioners and Auditing Commissioners, 6. The particulars concerning the business and its execution, 7. The particulars concerning the accounts, 8. The manner of serving public notices.

Article 5. The Commission shall effect registration in accordance with the provisions of the Regulations. The matters to be registered in accordance with the provisions of the preceding paragraph cannot be set up against a third party until after the registration.

Article 6. The Commission shall consist of several members of Commissioners. The Commissioners shall be appointed by the Minister of Finance from among the people of superior knowledge and experience. The term of office of the Commissioners shall be one year and a half (1 ½), provided that the term of office of those Commissioners who have been appointed Chairman, Vice-Chairman, Executive Commissioners or Auditing Commissioners shall be extended until the expiration of the respective term as provided in the third paragraph of Article 7.

Article 7. The Commission shall have a Chairman, a Vice-Chairman, Executive Commissioners and Auditing Commissioners. The Chairman, Vice-Chairman, Executive Commissioners and Auditing Commissioners shall be appointed by the Minister of Finance from among the Commissioners. The term of office of the Chairman, Vice-Chairman, Executive Commissioners and Auditing Commissioners shall be three (3) years, three (3) years, one year and a half (1 ½), and two (2) years, respectively.

Article 8. The Chairman shall represent the Commission and preside over its general business. The Vice-Chairman shall represent the Commission subject to the provisions of the Articles of Incorporation, assist the Chairman, manage the business of the Commission, act for the Chairman when he is absent, and do the Chairman's business if the post is vacant. The Executive Commissioners shall represent the Commission subject to the provisions of the Articles of Incorporation and execute the business of the Commission. The Auditing Commissioners shall inspect the operation of the business of the Commission.

Article 9. The Chairman may, subject to the provisions of the Articles of Incorporation, appoint his proxies who shall be authorized to do on his behalf all acts in or out of court relating to the business of the subordinate offices.

Article 10. The personnel of the Commission shall be deemed to be officials engaging in the execution of public duty, as defined by appropriate laws and ordinances.

Article 11. The Commission shall conduct the following businesses: 1. The Special Liquidation of Closed Institutions, 2. In addition to the above, the businesses stipulated in other laws and ordinances as well as those designated by the Minister of Finance, 3. Those functions incidental to the businesses specified in the preceding two items. Important matters pertaining to the business of the Commission shall be decided upon at meetings of the Commissioners in accordance with the provisions of the Articles of Incorporation.

Article 12. If necessary, the Commission may request any person to engage or cooperate in the execution of its function, in so far as it does not hinder his ordinary business to any great degree. The travelling expenses and remunerations to the person who engaged or cooperated in the business as necessitated by the Commission in accordance with the preceding paragraph shall be decided upon by the Minister of Finance.

Article 13. The Commission may request any person to submit books, documents or other materials owned or kept by him which are necessary for its businesses, or may inspect or make copies thereof, if it deems necessary for the Special Liquidation of the Closed Institutions.

Article 14. Article 11 of Imperial Ordinance No. 567 of the 21st year of Showa (concerning the Restriction of Holding Securities by Companies) shall not be applicable in cases where a Commissioner or an employee of the Commission holds concurrently a position as an officer or a company which is in danger of becoming insolvent or whose liabilities may exceed assets, or of a company approved by the Minister of Finance, for the benefit of the Closed Institution as a stockholder or a creditor.

Article 15. The fiscal year of the Commission shall be from April 1 to March 31 of the following year.

Article 16. The Commission may charge its administrative expenses in lots to the Closed Institutions of which it executes the Special Liquidation.

Article 17. The Commission shall make, at the end of each fiscal year, a statement of the expenses of the Commission. This statement shall be submitted to the Minister of Finance not later than two (2) months after the end of each fiscal year.

Article 18. The Minister of Finance shall supervise the Commission. The Minister of Finance as well as the Minister who has become the competent Minister in accordance with the Closed Institutions Ordinance may cause the Commission to make reports to him once every fiscal year pertaining to the status of its business and account.

Article 19. In case a Commissioner, the Chairman, the Vice-Chairman, an Executive Commissioner or an Auditing Commissioner has acted in violation of the Law or Ordinance, the Articles of Incorporation or against the public interest or in case his performance of duties is deemed inadequate in the execution of the businesses of the Commission, the competent Minister may dismiss such Commissioner, Chairman, Vice-Chairman, Executive Commissioner or Auditing Commissioner.

Article 20. The Commission shall be dissolved upon completion of its object. The necessary matters concerning the dissolution of the Commission shall be provided for by an Imperial Ordinance.

Article 21. The provisions stipulated in Articles 44, 50 and 57 of Civil Code as well as paragraph 1, Article 35 of the Non-Litigation Cases Procedure Law shall apply mutatis mutandis to the Commission.

Article 22. Any person who has refused, obstructed or evaded the request of engagement or cooperation as provided in paragraph 1, Article 12, or the request of submission, inspection or making copies as provided in Article 13, without justifiable grounds, shall be imprisoned with or without labour not more than two (2) years or fined not more than 3,000 yen.

Article 23. In case the Commission has failed to submit reports or submitted untrue reports in contravention of the provision of the second paragraph of Article 18, the Chairman, the Vice-Chairman or Executive Commissioner shall be punished by imprisonment with labour not exceeding one year or by a fine not exceeding ten thousand yen (¥10,000).

Article 24. In case the Commission failed to effect the registration or effected untrue registration in contravention of this Imperial Ordinance or other ordinances which may be promulgated in accordance with this Imperial Ordinance, the Chairman, Vice-Chairman or Executive Commissioners of the Commission shall be subject to a fine not more than one thousand yen (¥1,000).

Supplementary Provisions:

Article 1. This Imperial Ordinance shall come into force as from the day of its promulgation.

Article 2. The Minister of Finance shall appoint an Establishing Committee which will manage the business of establishing the Commission.

Article 3. The Establishing Committee shall prescribe the Articles of Incorporation and shall submit it to the Minister of Finance for his approval.

Article 4. Upon obtaining the approval provided in the preceding Article, the Establishing Committee shall, without delay, transfer its business to the Chairman of the Commission. Upon transfer of the business referred to in the preceding paragraph, the Chairman of the Commission shall apply for the registration of the establishment of the Commission. The Commission shall be established upon completion of the above registration.

Article 5. The Ministries of Finance, Foreign Affairs and Justice Ordinance No. 1 of the 21st year of Showa (1946) (concerning the Committee of Conservators of Closed Institutions) shall be abolished upon establishment of the Commission. The business to be performed by the Commission pending the establishment of the Commission, shall be performed by the Chairman and Committeemen of the Committee of the Conservators for Closed Institutions. In this case, the old Ordinance shall remain effective in the abovementioned scope. Even after the old Ordinance has been abolished (in case the old Ordinance remains effective subject to the provisions of the preceding paragraph, after the old Ordinance has become ineffective), the old Ordinance shall remain effective so far as the application of penal clauses against the acts performed before the old Ordinance has been abolished (in case the old Ordinance remains effective subject to the provisions of the preceding paragraph, in the meanwhile the old Ordinance remains effective). The Chairman of Committee of Conservators of Closed Institutions must transfer his business to Chairman of the Commission on the day the Commission is established. Any act performed by the Chairman of Committee of Conservators of Closed Institutions before the date of the establishment of the Commission shall be regarded as performed by the Commission.

Article 6. Registration Law shall be partly amended as follows: In Article 19, item 7, "or H.C.L.C." shall read "or H.C.L.C. or C.I.L.C.," and "or H.C.L.C. Ordinance" shall read "or H. C. L. C. Ordinance or C.I.L.C. Ordinance."

Article 7. The Law No. 8 of 22nd year of Showa (concerning the Co-ordination, etc. of Disposal of Securities) is partly amended as follows: Article 2, paragraph 1, items 3 and 4 shall be amended as follows: 3. Negotiable instruments owned by Closed Institutions stipulated in Article 1 of the Closed Institutions Ordinance; 4. Negotiable instruments belonging to special assets stipulated in Article 1 of Ministries of Finance and Justice Ordinance No. 1 of 22nd year of Showa (1947). In Article 4, paragraph 2, "persons mentioned in item 3 and" shall be deleted and in the same paragraph item 3 shall be amended as follows: 3. Closed Institutions Liquidating Commission.