(Definition)
Article 1. The terms "special accounting company" "amount of the special loss" , "designated hour" , "old account" , "new account" , "second company" , or "approved reorganization plan" as used in this Law shall mean "special accounting company" , "amount of the special loss" , "designated hour" , "told account" , "new account" , "second company" or "approved reorganization plan" referred to in the Enterprise Reconstruction and Reorganization Law (Law No.40, 1946;hereinafter referred to as the Reorganization Law).
"A debenture issuing special accounting company" as used in this Law shall mean a special accounting company which issued its debentures on and before the designated hour.
"Reduced debentures, etc" as used in this Law shall mean such debentures issued by a debenture issuing special accounting company with respect to which whole or a part of such claims have been cancelled in accordance with the provisions of Paragraph 1 of Article 19 of the Reorganization Law, or such debentures with respect to which conditions or redemption or on payment of interest have been modified according to the stipulations of approved reorganization plan and/or such liabilities are to be transferred to a second company or companies.
"Registration institute" as used in this Law shall mean "registration institute" referred to in the Debentures, etc. Registration Law (Law No.11, 1942).
(Public Notice of Reduced Debenture, etc.)
Article 2. A debentures issuing special accounting company which has issued reduced debentures, etc. shall make without delay, public notice on the following matters, after the approval as prescribed by the provisions of Paragraphs 1 to 3 inclusive of Article 15 of the Reorganization Law (including Paragraph 2 of Article 20 and Paragraph 2 of Article 21 of the same Law and Article 2 of the Partnerships Reconstruction and Reorganization Order (Cabinet Order No.75, 1947) wherein said provisions are applied mutatis mutandis;hereinafter the same) is obtained:
1. Description of debentures, etc;if whole or a part of such claims has been cancelled in accordance with the provisions of Paragraph 1 of Article 19 of the Reorganization Law, amount of such debenture which has been determined in accordance with the provisions of the same Article;if approved reorganization plan modifies conditions on redemption or on payment of interest thereon, condition on redemption or on payment of interest before modified, and, after modified;and if approved reorganization plan transfers liabilities thereof to a second company or companies, such fact, and, name of such second company.
2. Fact that any holder of reduced debentures, etc. which are subject to the application of the Debentures, etc. Registration Law (excluding reduced debentures issued by a debenture issuing special accounting company which is to continue to exist according to the stipulation of the approved reorganization plan, with respect to which term of redemption is due on and before the day of lapse of six (6) months after the day on which approval as prescribed by Paragraph 1 to Paragraph 3 inclusive of Article 15 of the Reorganization Law is obtained. Hereinafter the same in Item 3, Item 4 and Article 3) who has not effected registration on debentures and is to effect such registration shall be requested to effect registration on debentures by a specified date:
3. Any debenture holder coming under the foregoing item, who is not to effect registration, any debenture holder of reduced debentures, etc. which are not subject to the application of the provisions of the Debenture, etc. Registration Law, and any pledges on reduced debentures shall be requested to present the certificates held thereby to the debenture issuing special accounting company, second company, company which has been entrusted with issue of debentures by public offering or trustee as provided for by the Secured Debentures Trust Law (Law No.52, 1905) by a specified date.
4. Any debenture holder who has effected registration with respect to reduced debentures, etc. and any pledgee on such debentures shall be requested to present certificate on registration being in effect to the registration institution by a specified date.
5. Registration institute for the reduced debentures, etc.
Date as prescribed by item 2 to item 4 inclusive of the foregoing paragraph shall be fixed within three months and beyond two months from the date of public notice.
With respect to reduced debentures, etc., if there is a company which has been entrusted with issue of debentures by public offering, or trustee as prescribed by the Secured Debentures Trust Law, a debenture issuing special accounting company shall, together with such persons, make public notice as prescribed Paragraph 1. In this case, expenses necessary for public notice shall be borne by the debenture issuing special accounting company.
In case where the old account and the new account shall be merged (in case of a special accounting company which creates the old account only, abolition of the old account) on the day on which approval as prescribed by Paragraph 1 to Paragraph 3 inclusive of Article 15 of the Reorganization Law is granted, public notice as prescribed by Paragraph 1 shall be made, together with the public notice as prescribed by Paragraph 1 (including Article 2 of the Partnership Reconstruction and Reorganization Order wherein said provisions are applied mutatis mutandis) of Article 37 of the Reorganization Law.
(Postponement of Redemption or Interest Payment)
Article 3. With respect to reduced debentures a debenture issuing special accounting company may postpone redemption, or payment of interest until the date as prescribed by item 2 to item 4 inclusive of Paragraph 1 of the foregoing Article.
With respect to reduced debentures, etc. a debenture issuing special accounting company may postpone redemption, or payment of interest until registration. or presentation of certificates on registration being in effect is made according to the provisions of the foregoing Article.
(Modification on Registry Book)
Article 4. A debenture issuing special accounting company which issues reduced debentures shall notify the registration institutes governing such reduced debentures, etc. of the matters mentioned in item 1 of Paragraph 1 of Article 2, in a written statement immediately after the approval as prescribed by Paragraph 1 to Paragraph 3 inclusive of Article 15 of the Reorganization Law is obtained.
The written statement as prescribed by the foregoing paragraph shall be accompanied by a document certifying that the debentures concerned are reduced debentures, etc.
As regards reduced debentures, etc. in respect of which claims have totally been cancelled, the registration institute shall, upon receipt of notification as prescribed by Paragraph 1, efface registration on debenture ex officio by stating the cause without delay, and as regards other reduced debentures, etc., it shall indicate on the reverse side of the covering sheet of Debentures Registry Book such matters as prescribed by item 1 of Paragraph 1 of Article 2 with respect to such debentures. In this case, modification shall not be required with respect to registry item for separate sheet of the Debentures Registry Book.
Article 5. Should certificates be presented on the basis of public notice prescribed by the provisions of item 3 of Paragraph 1 of Article 2, the debenture issuing special accounting company shall make necessary modification upon the particulars stated on such certificates, and shall return the same to debenture holders or pledgees who have presented certificate without delay. In this case, indication shall be stamped on the coupon of such certificates to the effect that they are reduced debentures, etc.
The provisions of the foregoing paragraph shall apply mutatis mutandis to certificates and coupons which are given to debenture holders in accordance with the provisions of Article 64 of the Enforcement Ordinance of the Debentures, etc. Registration Law (Imperial Ordinance No.409, 1942).
(Return of Certificates on Registration being in Effect)
Article 6. Should registration institute receive a certificates on registration being in effect in accordance with the public notice as prescribed by the provisions of item 4 of Paragraph 1 of Article 2, it shall stamp the indication showing their being reduced debentures, etc. on the certificate on registration being in effect, and shall return the same to debenture holders or pledgees who have presented certificates on registration being in effect without delay.
(Special Instances in Case of Dissolution)
Article 7. In case of a debenture issuing special accounting company which is dissolved according to the stipulation of approved reorganization plan, if it has redeemed a part or whole of reduced debentures, etc., it shall notify the registration institute for reduced debentures, etc. of such fact.
The provisions of Paragraph 3 of Article 4 shall apply mutatis mutandis to such cases where the registration institute has received notification as provided for by the foregoing paragraph. In this case, "matters as provided for by item 1 of Paragraph 1 of Article 2" shall read "amount that has been redeemed" .
As regards reduced debentures, etc. issued by a debenture issuing special accounting company which is dissolved according to the stipulation of approved reorganization plan, other than those transferred to second company, the provisions of Article 5 and the foregoing Article shall not apply thereto.
As regards reduced debentures, etc. as prescribed by the foregoing paragraph, debenture holders who have effected registration on debentures shall not apply for effacement of registration, notwithstanding the provisions of the main part of Article 7 of the Debentures, etc. Registration Law.
(Burden of Expenses required by Registration Institute)
Article 8. A debenture issuing special accounting company shall shoulder in full such expenses which have properly been required by the registration institute in order to handle such matters as provided for by Paragraph 3 of Article 4 (including Paragraph 2 of the foregoing Article wherein said provisions are applied mutatis mutandis) and Article 6 with respect to reduced debentures, etc. issued by such a company.
(Special Instances for Transfer of Claims)
Article 9. In case where, in accordance with the stipulations of the approved reorganization plan, a special accounting company invests or transfers its claims in or to second company, if it made public of such fact with clear indication on the scope of such claims, it shall be regarded that notification regarding transfer of such claims has been made in a document bearing an incontrovertible date as prescribed by the provisions of Article 467 of the Civil Code (Law No.89, 1896) to obligor. In this case, the date of such public notice shall be construed as the fixed date.
(Application to Designated Companies)
Article 10. The provisions of Article 2 to Article 8 inclusive shall apply mutatis mutandis to such case where claims of debentures holders of companies which have been designated (hereinafter referred to as designated companies) under the provisions of Article 3 of the Elimination of Excessive Concentrations of Economic Power Law (Law No.207, 1947) on the basis of the final order as prescribed by Paragraph 2 of Article 11 (hereinafter referred to as the final order) of the same Law are changed or where liabilities of such debentures are transferred.
The provisions of the foregoing Article shall apply mutatis mutandis to such cases where claims held by designated companies are invested in or transferred to others on the basis of the final order.
(Penal Provisions)
Article 11. In the following cases, a director of a debenture issuing special accounting company who commits such an offence, or any other person similar thereto shall be subject to a penalty of not more than five thousand yen (\5,000):
1. When he failed to make public notice as provided for by Article 2, or made a false public notice.
2. When, in violation of the provisions of Paragraph 1 of Article 4 or Paragraph 1 of Article 7, be failed to give notification.