Smaller Enterprise, Etc. Cooperative Law
法令番号: 法律第181号
公布年月日: 昭和24年6月1日
法令の形式: 法律
I hereby promulgate the Smaller Enterprise, Etc. Cooperative Law.
Signed:HIROHITO, Seal of the Emperor
This first day of the sixth month of the twenty-fourth year of Showa (June 1, 1949)
Prime Minister YOSHIDA Shigeru
Law No.181
Smaller Enterprise, Etc. Cooperative Law
Contents:
Chapter I General Provisions
Section 1 General Provisions(Article 1-Article 9)
Section 2 Membership(Article 10-Article 23)
Section 3 Formation(Article 24-Article 32)
Section 4 Administration(Article 33-Article 61)
Section 5 Dissolution and Liquidation(Article 62-Article 69)
Chapter II Common Facility Cooperative(Article 70-Article 75)
Chapter III Credit Cooperative(Article 76)
Chapter IV Federation of Cooperatives(Article 77)
Chapter V Joint Enterprise Cooperative(Article 78-Article 82)
Chapter VI Registration(Article 83-Article 103)
Chapter VII Miscellaneous Provisions(Article 104-Article 111)
Chapter VIII Penal Provisions(Article 112-Article 116)
Supplementary Provisions
Chapter I General Provisions
Section 1 General Provisions
(Purpose)
Article 1. This Law is intended to provide corporate organizational structure by which smaller enterprisers, workers or other persons may engage in lawful business on the cooperative plan and by mutual aid, achieve fair and equal business opportunity in the field of commerce, industry, mining, transportation, marketing and related services, thus to facilitate and encourage initiative and economic recovery.
(Type)
Article 2. The types of Cooperatives provided for herein shall be:
(1) The Common Facility Cooperative (Jigyo)
(2) The Credit Cooperative;
(3) The Federation of Cooperatives;
(4) The Joint Enterprise Cooperative (Kigyo).
(Character and Domicile)
Article 3. The Cooperative shall be a juridical person.
2 The domicile of the Cooperative shall be the location of its principal office.
(Standard and Principle)
Article 4. With the exception of cases which are otherwise provided for in this Law, the Cooperative shall meet the standard conditions enumerated in the following items:
(1) It shall have mutual aid among members for its main objective;
(2) Any qualified person may voluntarily join or withdraw from the Cooperative at his pleasure;
(3) Regardless of the number of shares owned, each of the members shall have one vote and shall participate in the right to elect the officers;
(4) Profit of the Cooperative shall be distributed equitably among the members in proportion to the amount of their patronage during the fiscal period. In case it is distributed in proportion to the number of shares held by members, a limit in the amount of money to be distributed shall be provided for.
2 The Cooperative shall for its object render service to all of its members as a whole and not for the special benefit of individual members.
3 The Cooperative shall not be utilized for any particular political party.
(Name)
Article 5. The name of the Cooperative shall contain the following words:
(1) In Common Facilities Cooperatives;the word "Cooperative" ;
(2) In Credit Cooperatives;the words "Credit Cooperative" or "Credit Association" ;
(3) In Federation of Cooperatives;the word "Federation" shall be combined with the appropriate words in item (1) or (2) above, showing the kind of Federation;
(4) In Joint Enterprise Cooperative;the words "Joint Enterprise Cooperative" .
2 No person other than the Cooperative established under this Law or other special laws shall use in its name the words mentioned in the previous paragraph.
3 The provisions of Articles 19 to 22 inclusive (firm name) of the Commercial Code (Law No.48 of 1899) shall apply mutatis mutandis to the name of the Cooperative.
(Limitation or Exemption from the Law relating to Prohibition of Private Monopoly and Methods of Preserving Fair Trade)
Article 6. The following Cooperatives shall be deemed to satisfy the elements of Article 24 item (1) of the Law Relating to Prohibition of Private Monopoly and Methods of Preserving Fair Trade (Law No.54 of 1947, hereinafter referred to as "the Auti-Monopoly Law" ):
(1) Common Facility Cooperatives, or Credit Cooperatives composed of enterpreneurs (including Joint Enterprise Cooperatives and excluding Cooperatives other than Joint Enterprise Cooperatives who employ not more than 100 persons (20 in case of Commercial Wholesale, Retail and Service Business);
(2) Federation of Cooperatives composed of Cooperatives mentioned in the preceding item.
2 In case a Common Facility Cooperative, or Credit Cooperative includes any member who is known to employ more than the number prescribed in item (1) of the preceding paragraph, the decision whether such Cooperative satisfies the elements of Article 24 item (1) of the Anti-Monopoly-Law or not shall be in the jurisdiction of the Fair Trade Commission.
3 It shall be the responsibility of the Cooperative concerned to notify the Commission within 30 days, if the above condition arises or if it exists at the time of application for membership in the Cooperative.
(Qualification for Membership)
Article 7. Any small entrepreneur as provided for by Article 6 of this Law may become a member of the Cooperative provided that:
(1) His business shall be located within the area of the Cooperative, as defined by its Articles;and
(2) His business shall be within the field of commerce, industry, mining, transportation or related service, or any part of such fields as defined by the Articles of the Cooperative.
2 Credit Cooperatives may also admit as members such persons (including Cooperative) who reside or work in the area as defined by its Articles.
3 Any Cooperative established under this or other Cooperative Laws (except a Kigyo (chapter 6)) whose area is the whole or part of that of the Federation and who is otherwise eligible by the Articles of the Federation, shall be qualified for membership in a Federation.
4 Any person except a juridical person may be eligible for membership in a Joint Enterprise Cooperative according to its Articles.
(Registration)
Article 8. Matters required to be registered by the provisions of this Law may not be set up against a third person acting in good faith until the registration thereof has been effected.
(Tax Exemption)
Article 9. No tax shall be imposed on the Cooperative's profit distributed to members on the basis of utilization of the business of the Cooperative.
Section 2 Membership
(Share)
Article 10. Each member shall hold at least one share.
2 The amount of each share shall be the same.
3 No member shall be allowed to hold more than twenty-five percentage (in case of Credit Cooperative, ten percentage) of the total number of shares of the Cooperative, unless there are less than 4 members.
4 No member may avail himself of any credit due or other setoff against the Cooperative to excuse non payment of his shares in the Cooperative.
5 The liability of a member of the Cooperative shall be limited to the amount of shares subscribed by him.
(Voting Right and Right to Vote at Election of Officers)
Article 11. Each member shall be entitled to one vote and the right to vote at elections of officers or representatives.
2 Any member may, under the Articles of the Cooperatives, exercise his voting right or right to vote at election of officers or representatives by letter or by proxy on matters previously notified to him in accordance with the provisions of Article 49. Such member shall be deemed present at the meeting. However, no person other than members, kinsmen or employees of the principal can become his proxy.
3 Aforesaid member shall be deemed present at the meeting.
4 No person can vote more than one proxy.
5 The proxy shall file with the Cooperative his power of attorney.
(Impositions of Expenditures)
Article 12. The Cooperative may charge its expenditures on its members in accordance with the Articles of the Cooperative.
2 No member may avail himself of any setoff against the Cooperative to excuse non payment of expenditure.
(Rent and Fee)
Article 13. The Cooperative may, in accordance with the Articles of the Cooperative, collect rents and fees on its facilities.
(Freedom to Joint Cooperative)
Article 14. No applicant otherwise qualified for membership shall be refused to be a member without due cause and no special conditions not imposed on other members may be imposed on him.
(Procedure for Entrance to Cooperative)
Article 15. Applicants for membership in the Cooperative must (1) secure its approval in accordance with the procedure previously established by the General Meeting, the Articles or the By-Laws;and (2) make the required payment on each share subscribed and of the entrance fee, likewise established for all members. Upon compliance with the foregoing requirements membership shall become effective.
Article 16. Notwithstanding the provisions of the previous Article, in case where persons who are inheritors of members and who are qualified for membership applied for membership within the period prescribed in the Articles of the Cooperative the said persons shall be deemed to have become members at the time of the succession. In this case, the members who are inheritors shall succeed to the rights and duties of the deceased members in respect of the share.
2 If, in the case of the preceding paragraph, there are two or more inheritors, the provisions of the preceding paragraph shall apply to only one of them who has been selected from among them.
(Transfer of Share)
Article 17. Members may not transfer their shares, without approval of the Cooperative.
2 Persons other than the members shall, in case they intend to receive the transfer of shares, go through the same procedure prescribed for the case of entrance to the Cooperative.
3 The assignee of a share shall succeed to the rights and duties of the assigner in respect of the share.
4 Members shall not be joint owners of shares in the Cooperative.
(Freedom to Withdraw from Cooperative)
Article 18. By giving ninety days'notice, any member may withdraw from the Cooperative at the close of its business year.
2 The period of notice mentioned in the previous paragraph may be extended by the Articles of the Cooperative. However, the period shall not exceed one year.
(Withdrawal)
Article 19. Membership shall terminate for any of the following reasons:
(1) Forfeiture of the qualification for membership.
(2) Death or dissolution.
(3) Expulsion.
(4) Decision by the Fair Trade Commission in accordance with the provisions of Articles 107 to 109 inclusive.
2 Expulsion may be ordered through a resolution adopted at a general meeting for any member who falls under any of the cases mentioned in the following items. In this case a member concerned shall be given notice stating to that effect ten days prior to the day of the general meeting and a chance shall be given to him at the said meeting to make explanation.
(1) A member who does not, for a long period, make use of the facilities of the Cooperative;
(2) A member who has neglected his duties to the Cooperative such as payment on his share, etc.;
(3) A member who has done anything prohibited in the Articles of the Cooperative.
3 The expulsion can not be set up against the said person dismissed from membership unless he has been notified to that effect.
(Share Held by Persons Who Have Withdrawn from Cooperative)
Article 20. Any person may, upon withdrawal from membership, request, in accordance with the Articles of the Cooperative, repayment, in whole or in part, of money in exchange for the shares of the Cooperative returned.
2 The amount of money to be paid in compliance with the previous paragraph shall be decided in proportionn to the assets and liabilities held by the Cooperative at thb close of its business year in which the persons concerned withdrew from the Cooperative.
3 If, in the case where the amount of money to be repaid is calculated subject to the provisions of the previous paragraph, the Cooperative can not pay off its debts with its own assets, it may, in accordance with the Articles of the Cooperative, request persons who have withdrawn from it for the payment, in whole or in part, of the loss amount ascribable to his responsibility.
(Prescription)
Article 21. The right to make request mentioned in paragraph 1 or 3 of the preceding Article shall be extinguished by prescription, in case the said right has not been exercised two years since the time of withdrawal.
(Suspension of Repayment)
Article 22. The Cooperative may, until persons who have withdrawn from membership have completely paid off their debts to the Cooperative, suspend the payment of the amount to be paid.
(Reduction in the Number of Shares)
Article 23. The member may, in accordance with the Articles of the Cooperative, reduce the number of shares he has subscribed for.
2 In the above case, the provisions of Articles 20 and 21 shall apply mutatis mutandis.
Section 3 Formation
(Promoter)
Article 24. In case where formation of a Common Facility Cooperative Credit Cooperative or Joint Enterprise Cooperative (Kigyo) is intended, four or more persons proposing to be its members shall be its promoters, and in case a Federation of Cooperatives is intended two or more Cooperatives proposing to be its members shall be its promoters.
2 Credit Cooperative may not be composed of less than 300 members.
(Preliminary Constituent Meeting)
Article 25. Promoters shall prepare in advance a business prospectus stating the proposed business, area and qualification for membership of the Cooperative and shall convene a preliminary consitutent meeting, giving public notice designating the date and place of the meeting together with the business prospectus.
2 The public notice mentioned in the previous paragraph shall be given in a proper manner at least two weeks prior to the day of the meeting.
(Drafter of the Article of the Cooperative)
Article 26. The Preliminary Consituent Meeting shall be attended by persons who are qualified for membership in accordance with the prospectus mentioned in the previous Article and at this meeting, drafters shall be selected from among them. In addition, such basic matters shall be decided as are necessary to draw the Articles of the Cooperative as area, qualification for membership, etc.
2 The number of drafters of Articles of the Cooperative shall be at least four in the case of a Common Facility Cooperative, Credit Cooperatvie or Joint Enterprise Cooperative (Kigyo) and at least two in the case of Federation of Cooperatives.
3 The resolution at a preliminary constitutent meeting shall be carried by a majority of consent of those present at this meeting under the provision of paragraph 1.
(Constituent General Meeting)
Article 27. Promoters shall, upon completion of formulation of the Articles of the Cooperative by drafters, hold a Constituent General Meeting, giving public notice, designating the date and place of the meeting together with the proposed Articles of the Cooperative.
2 The public notice mentioned in the preceding paragraph shall be given in a proper manner at least two weeks prior to the day of the meeting.
3 The approval of the Article of the Cooperative formulated by the drafters, determination of business program and other matters necessary for the formation of Cooperative shall be resolved at the Constituent General Meeting.
4 The Articles of the Cooperative mentioned in the preceding paragraph may be amended at the Constituent General Meeting, except the provisions concerning area and qualification for membership.
5 The agenda of the Constituent General Meeting shall be decided by two thirds or more of the votes of those present at the said meeting attended by one haif or more of those qualified for membership who have given their consent for the formation of Cooperative by the day of the said meeting.
6 The provisions of Article 11 of this Law, Article 239 paragraph 4, Article 240 (votes of interested parties), Article 244 (minutes) and Articles 247 to 253 (annulment or cancellation of resolution) inclusive of the Commercial Code shall apply mutatis mutandis to the Constituent General Meeting;in this case "Article 343" in Article 247 paragraph 1 of the Commercial Code shall read "Article 53 of the Smaller Enterprise, etc. Cooperative Law" .
(Transfer of Business to Directors)
Article 28. Promoters shall, after the conclusion of the Constituent General Meeting, transfer without delay the business of the Cooperative to the directors elected by the meeting.
Article 29. Directors shall, when they take over the business in accordance with the provisions of the preceding paragraph, cause members to make first payment on their shares.
2 The amount of the first payment mentioned in the preceding paragraph shall not be less than one fourth of the amount of each share.
3 Those who make investment in kind shall transfer on the date fixed for the first payment the entire assets subscribed for investment. However, any legal procedure such as registration or others necessary to set up against, the third person in respect of creation or transfer of rights may be allowed to be done after the formation of the Cooperative.
4 Notewithstanding the provisions of paragraphs 1 and 2 directors of Credit Cooperatives or Federation of Cooperatives carrying on the business mentioned in Article 77 paragraph 1 item (1) shall as soon as they have received the transfer mentioned in the preceding Article let the member make the payment in whole of their shares.
(Time of Formation of Cooperative)
Article 30. The formation of the Cooperative shall become effective upon the registration of its formation at the locality of its principal office.
(Report)
Article 31. The Cooperative shall submit to the Administrative Agency, the report on its formation together with the Articles of the Cooperative and the names of its officers within the period of two weeks after the formation:The same shall apply in case the matters mentioned above were altered.
(Application mutatis mutandis of the Commercial Code)
Article 32. The provisions of Article 428 (Annulment of Formation of Company) of the Commercial Code shall apply mutatis mutandis to the formation of the Cooperative.
Section 4 Administration
(Articles of the Cooperative)
Article 33. In the Articles of the Cooperative, the following particulars shall at least be stated:
(1) Business;
(2) Name;
(3) Area;
(4) Locality and address of offices;
(5) Provisions concerning qualifications for Membership;
(6) Provisions for admission to and withdrawal from the Cooperative;
(7) The amount of each share and method and time of its payment;
(8) Provisions concerning allotment of expenses;
(9) Provisions concerning disposition of profit and loss;
(10) Amount of reserves and method of accumulation thereof;
(11) Provisions concerning number and election of officers;
(12) Provisions concerning business year;
(13) Provisions concerning method of serving public notice;
(14) Organization cost to be borne by the Cooperative and amount of remuneration to be given to promoters.
2 In addition to the matters mentioned in the preceding paragraph, there shall be stated in the Articles of Cooperative period of duration or reason for dissolution in case such was decided, the names of persons, if any, who make investment in kind, assets to be invested, kinds and prices of such assets and numbers of shares to be given to such persons. In case the promoters contemplated any contract or obligation to be undertaken after the Cooperative comes into being, such obligation shall be stated in the Articles, specifying the items of property, price and the names of parties.
3 The provisions of Article 167 (attestation) of the Commercial Code shall apply mutatis mutandis to the Articles of the Cooperative.
(By-Laws)
Article 34. With the exception of those that shall be provided for in the Articles of the Cooperative, the following matters may be provided for in the By-laws of the Cooperative:
(1) Provisions concerning General Meeting or Meeting of Representatives;
(2) Provisions concerning execution of business and accounting;
(3) Provisions concerning officers'rights, duties and other matters;
(4) Provisions concerning members'right, duties and other matters;
(5) Other necessary matters.
(officers)
Article 35. The officers of a Cooperative shall be the directors and auditors.
2 The Cooperative shall have at least three directors and one auditor.
3 Officers shall be elected at a General Meeting from among members or executive officers of any juridical person which is a member;provided that the officers at the time of formation of the Cooperative shall be elected at a Constituent General Meeting from among those intending to be its members or executive officers of any juridical person intending to be its members.
4 Officers shall be elected by secret ballot.
5 Each member shall have one vote at election.
(Term of Office for Officers)
Article 36. The term of office for officers of the Cooperative shall be provided for in the Articles of the Cooperative. However, the term shall not be more than three years.
2 Notwithstanding the provisions of the preceding paragraph the term of officers at the time of establishment shall be that resolved at the Constituent General Meeting. However, the term shall not exceed one year.
(Prohibition of Concurrent Appointment of Officers)
Article 37. An auditor of the Cooperative can not be at the same time a director or an employee of the same Cooperative.
2 No member may serve as an officer in a Cooperative while engaged in any activities outside those as a member which are likely to compete substantially with an activity of the Cooperative.
(Prohibition of Double Agency by Director)
Article 38. In case the Cooperative concludes a contract with any of its directors, an auditor shall represent the Cooperative. The same shall apply to any law-suit between the Cooperative and its Directors.
(Keeping of Books, Records, etc. and Their Inspection)
Article 39. Directors shall keep the Articles of the Cooperative, the By-laws, minutes, records and resolutions of General Meetings at each office and the register of members at the principal office.
2 In the register of members, there shall be stated the following particulars:
(1) The full name or firm name and permanent residence of each member;
(2) The date of entrance of each member;
(3) The number of shares held by each member, amount paid and date of such payment.
3 Any "creditor" (being defaulted) or member of the Cooperative may at any time demand of its directors inspection of any book or records mentioned in paragraph 1. In this case, the directors shall not, without due cause, refuse the inspection.
(Accounting Document, Keeping and Inspection)
Article 40. The director shall submit to the auditors one week before the date of an ordinary General Meeting the following documents and shall keep them in the principal office:
2 The Directors shall submit the documents mentioned in the preceding paragraph with the Report of the Auditors to the General Meeting and request its approval.
3 Any creditor (being defaulted) or members of the Cooperative may demand of its directors inspection of any book and records mentioned in paragraph 1, and in this case, the directors shall not refuse same.
(Recall of Officers)
Article 41. Officers may be released from office at the request of more than one-fifth of total number of members even during their term of office, if approved by a majority at the General Meeting called for that purpose.
2 The request for recall mentioned in the preceding paragraph shall apply only to the Board of directors or auditors as a whole at the same time. However, this shall not apply to the request for recall filed in consequence of any violation of law or order or the Articles or By-laws of the Cooperative.
3 The request mentioned in the preceding paragraph shall be made through the submission to directors of a document stating reasons for requesting such recall.
4 On-receiving the written request mentioned in paragraph 1, the director shall call a general meeting to decide the matters concerned and forward a copy of request to the officers concerned seven days prior to the day of the meeting and give them an opportunity to make explanation at the meeting.
5 The provisions of Article 47 paragraph 2 and Article 48 shall apply mutatis mutandis to the preceding case.
(Application of the Civil Code and Commercial Code to Officers)
Article 42. The provisions of Article 254 paragraph 2 (relations between director and company), Article 266 (responsibility of director), Article 267 (lawsuit to director) and Article 284 (relieving of responsibility) of the Commercial Code shall apply mutatis mutandis to directors or auditors of the Cooperative, and the provisions of Article 55 (delegation of representative right) of the Civil Code (Law No.89 of 1896) and the provisions of Articles 260 to 262 inclusive (execution and representation) of the Commercial Code shall apply mutatis mutandis to directors of the Cooperative, and provisions of Article 274 (inspection) and Article 278 (joint responsibility) of the Commercial Code shall apply mutatis mutandis to auditors of the Cooperative. In this case "paragraph 1 of the preceding Article" in Article 284 of the Commercial Code shall read "Article 40 paragraph 2 of the Smaller Enterprise, Etc. Cooperative Law."
(Special Councillor)
Article 43. One or two persons of learning and experience may be appointed by the Board of Directors as Special Councillors to advise the Board on special problems;however such appointment may carry no executive power.
(Manager and Chief Accountant)
Article 44. The Cooperative may, by a majority of directors, appoint manager or chief accountant to carry out the business of the Cooperative in its principal or subordinate offices.
2 The provisions of Article 38 paragraphs 1 and 3 and Articles 39, 41 and 42 (manager) of the Commercial Code shall apply mutatis mutandis to managers.
Article 45. Any member may, with the consent of one tenth or more of the total number of members, apply to directors for the discharge of any manager or chief accountant.
2 In the case of the preceding paragraph, any member making such an application must submit a written application stating reason therefor to the directors.
3 In case the application mentioned in paragraph 1 has been filed the directors must decide whether or not the discharge of the manager or chief accountant concerned is to be made.
4 The directors must send the application mentioned in paragraph 2 to the manager or chief accountant concerned seven days prior to the day when the decision is to be made in accordance with the provisions of the preceding paragraph, and must give him an opportunity to make explanation.
(Convening of General Meeting)
Article 46. The directors of the Cooperative shall, in accordance with the Article of the Cooperative, convene a General Meeting at least once every business year.
Article 47. The directors may convene an extraordinary general meeting whenever they deem it necessary, in accordance with the Article of the Cooperative.
2 In case the members by filing a petition stating the reason therefor signed by at least one fifth of the total membership, has requested for an extraordinary general meeting, the directors shall call it within 20 days of receiving such petition.
Article 48. In case there is no director available, or the director has, without due cause, failed to hold a general meeting of members at the submission of request mentioned in paragraph 2 of the preceding Article any one of auditors of the Cooperative shall convene a general meeting.
(Procedure of Convening General and Extraordinary Meetings)
Article 49. A general meeting shall be convened in accordance with the procedure as provided for in the Articles of the Cooperative, giving notice of the subjects for discussion at least 10 days prior to the general meeting.
(Notice or Peremptory Notice to Members)
Article 50. It is sufficient that any notice or peremptory notice of the Cooperative to be given to its members shall be addressed to their permanent residence which has been entered in the list of members (unless at the members'request such notices are to be sent to any other place).
2 The notice or peremptory mentioned in the preceding paragraph shall be deemed to have reached at such time as it should have reached in the ordinary course of affairs.
(Matters to be decided at General Meeting)
Article 51. In order to effect any of the following matters, a resolution adopted at a general meeting shall be required:
(1) Amendment of the Articles of the Cooperative;
(2) Establishment, amendment and abolition of the By-laws of the Cooperative;
(3) Establishment and amendment of business program to be executed during its business year;
(4) Method of charging and collecting necessary money for expenditures;
(5) Other matters provided for in the Articles of the Cooperative.
(Proceedings at General Meetings)
Article 52. Resolutions at a general meeting of members shall be adopted by a majority vote of the members present;and in case of a tie, the chairman may cast the deciding vote;unless otherwise provided by this Law or by the Article or By-laws of the Cooperative.
2 The chairman shall be elected at each general meeting.
3 He shall have no right of vote in a general meeting as a member except as stated in this provisions.
4 At a general meeting, only the matters informed of beforehand in accordance with the provisions of Article 49 shall be decided unless otherwise provided for by the Article of the Cooperative.
(Special Resolution at General Meetings)
Article 53. The following matters shall require a resolution adopted by two-thirds or more of the members present at the meeting who shall constitute not less than one half of the total number of members:
(1) Amendment of the Articles;
(2) Dissolution or Amalgamation of the Cooperative;
(3) Expulsion of members;
(4) Transfer of the business of the Cooperative in whole.
(Application of the Commercial Code Mutatis Mutandis to General Meeting)
Article 54. The provisions of Article 239 paragraph 4, Article 240 (vote of interested parties), Article 244 (minutes) and Articles 247 to 253 inclusive (annulment or cancellation of resolution) of the Commercial Code shall apply mutatis mutandis to the general meeting. In this case "Articles 343" in Article 247 paragraph 1 of the Commercial Code shall read "Article 53 of the Smaller Enterprise, Etc. Cooperative Law."
(Meeting of Representatives)
Article 55. There may be a meeting of representatives which is authorized to take place of a general meeting of members in accordance with the Articles of the Cooperative in any Cooperative with the number of members exceeding two hundred.
2 Representatives shall be elected in accordance with the Articles of the Cooperative at a general meeting from among members and be fairly distributed so as to be elected according to the locality of residence of members, kinds of their business, etc.
3 The regular number of representatives shall not be less than one tenth of the total membership. (200 in case of Credit Cooperative whose membership are over 1,000.)
4 The provisions of Article 35 paragraphs 4 and 5 shall apply mutatis mutandis to election of representatives.
5 The provisions concerning general meeting shall apply mutatis mutandis to meeting of representatives;however, no resolution shall be adopted at a meeting of representatives, regarding election of representatives (excluding a by-election) or the matter prescribed in Article 53 item (2) or (4)(special resolution matters) in the case of Credit Cooperative which membership are over 1,000 and no resolution shall be adopted regarding election of representatives or amalgamation committee under Article 64 paragraph 1 and regarding special resolution matters under Article 53 in the case of other Cooperatives.
(Reduction in the Amount of Share)
Article 56. In case the Cooperative has adopted a resolution for a reduction of the amount of each share, it shall prepare an inventory and a balance sheet within two weeks from the day upon which such resolution has been adopted.
2 The Cooperative shall, within the period mentioned in the preceding paragraph, give public notice for its creditors to the effect that they shall file objection, if any, within a stated period it shall serve such notice on each of its known creditors excluding depositors, depositors of fixed deposit.
3 In the case of then preceding paragraph, such period shall not be less than one month.
Article 57. If any creditor has failed to file any objection within the period as mentioned in paragraph 2 of the preceding Article, he shall be deemed to have approved the reduction in the amount of each share.
2 If any creditor has filed any objection thereto, the Cooperative shall effect performance or offer an 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.
3 The provisions of Article 380 (a suit to annul reduction of capital) of the Commercial Code shall apply to reduction in the amount of each share.
(Reserve Fund and the Amount Carried Over)
Article 58. The Cooperative shall set aside as reserve fund a minimum of one-tenth or more of profit existed at the close of each business year until the reserve fund reaches the maximum amount prescribed in its Articles.
2 The amount of the reserve fund prescribed in the Articles of the Cooperative which is mentioned in the preceding paragraph shall not be less than one half of the total amount invested.
3 The reserve fund mentioned in paragraph 1 shall be used exclusively, to make up for deficits.
4 The Cooperative shall carry over one-twentieth or more of the profit of each business year to the ensuing business year for the purpose of appropriating it for the business mentioned in Article 70 paragraph 1 item (4) or Article 77 paragraph 1 item (5).
(Distribution of Profit)
Article 59. No profit shall be disposed of by the Cooperative without first making up any loss existing and setting aside the reserve fund prescribed in paragraph 1 of the preceding Article and the amount carried in paragraph 4 of the same Article.
2 Profit shall be, in accordance with the provisions of Articles of the Cooperative, divided exclusively among members in proportion to the extent they have utilized the facilities of the Cooperative or in proportion to the amount of shares paid up.
3 In case the Cooperative divides its profit in proportion to the amount of shares paid up, the dividend shall not exceed six percent per annum on each share.
Article 60. Any Cooperative may, in accordance with its Articles, appropriate the dividend to which a member becomes entitled and apply the same to any delinquency owed by him on his shares.
(Prohibition of Acquiring Share of Members)
Article 61. The Cooperative shall not acquire any share of its members or receive it as the object of pledge.
Section 5 Dissolution and Liquidation
(Causes of Dissolution)
Article 62. The Cooperative shall be dissolved by any of the following events:
(1) Resolution adopted at a general meeting of members;
(2) Amalgamation of the Cooperatives;
(3) Bankruptcy of the Cooperatives;
(4) Expiration of the period of duration and occurring of cause of dissolution;
(5) Transfer of the business of the Cooperative in whole;
(6) Decision of Court to order the dissolution.
2 The Cooperative shall in case it has been dissolved subject to the preceding paragraph, without delay make report to the Administrative Agency to that effect.
(Procedure for Amalgamation, etc.)
Article 63. No amalgamation or transfer in whole of the business of the Cooperatives can be effected without the approvall of a general meeting of members.
2 The provisions of Articles 56 and 57 shall apply mutatis mutandis to amalgamation or transfer in whole of the business of the Cooperatives.
Article 64. In order to establish the Cooperative by means of amalgamation, the formation committees selected by the general meetings of the Cooperatives concerned from among its members shall jointly prepare the Articles of the Cooperative and select officers and determine other matters necessary for its formation.
2 The officers prescribed in the preceding paragraph shall be selected from among members or officers of the juridical person which are members of the Cooperatives intending to amalgamate and they shall serve until the next annual meeting.
3 The provisional of Article 53 shall apply mutatis mutandis to the selection, of the formation committees mentioned in paragraph 1.
(Time and Effects of Amalgamation)
Article 65. The amalgamation of Cooperatives shall become effective when the Cooperative which continues to exist after the amalgamation or the Cooperative which comes into existence in consequence of the amalgamation has registered in the locality of its principal office provided for in Article 89.
2 The Cooperative which continues to exist after the amalgamation or the Cooperative which comes into existence in consequence of the amalgamation shall succeed to the rights and obligations of the Cooperative which has ceased to exist in consequence of the amalgamation (including such rights and obligations as held by the latter Cooperative issued by any Administrative Agency).
(Application of the Commercial Code to Amalgamation of Cooperatives)
Article 66. The provisions of Articles 104 to 111 inclusive (a suit to annul amalgamation) of the Commercial Code and the provisions of Article 135-(8)(decision of liabilities) of the Non-Litigant Case Procedure Law (Law No.14 of 1898) shall apply mutatis mutandis to amalgamation of the Cooperatives.
(Transfer in whole of Business of Credit Cooperative, etc.)
Article 67. In case the Credit Cooperative or the Federation of Cooperative carrying on the business as provided for in Article 77 paragraph 1 item (1) transferred in whole, its business, it shall serve public notice to that effect without delay.
2 In the case of serving public notice of the preceding paragraph, it shall be deemed to be the notice by a note having a fixed date in accordance with Article 467 of the Civil Code to all the debtors of the loan of the Cooperatives stated in the same paragraph. In this case, the date of the public notice shall be considered to be the fixed date.
(Liquidator)
Article 68. In case the Cooperative has been dissolved due to causes other than its amalgamation or bankruptcy the directors shall become its liquidators, except where a general meeting of its members has selected other liquidators.
(Application of the Commercial Code, etc.)
Article 69. The provisions of Article 116, (companies under liquidation) Article 122, Article 124, Article 125, Article 128, Article 129, Article 131, Article 417, paragraph 2, Articles 418 to 424 inclusive, Article 426 and Article 427 (liquidation of company) of the Commercial Code, and the provisions of Article 35 paragraph 2, Article 36, 37-(2), Article 135-(25) paragraphs 2 and 3, Article 136, Articles 137 to 138 inclusive and Article 138-(3)(supervision over liquidation of juridical person) of the Non-Litigant Case Procedure Law shall apply mutatis mutandis to liquidation of the Cooperative, and the provisions of Articles 38 to 40 inclusive, Article 46 to 48 inclusive of this Law and Article 247 (cancellation of decision at a General Meeting), Article 254 paragraph 2 (relation between director and company), Article 266 (responsibility of director), Article 267 (lawsuit against director) and Article 284 (relieving director or auditor of responsibility) of the Commercial Code shall apply mutatis mutandis to liquidator of the Cooperative. In this case "paragraph 1 of the preceding Article" in Article 284 of the Commercial Code shall read "Article 40 paragraph 2 of the Smaller Enterprise, Etc. Cooperative Law."
Chapter II Common Facility Cooperative
(Business)
Article 70. The Common Facility Cooperative (Jigyo)(hereinafter referred to as "Cooperative" ) may carry on whole or part of the following business:
(1) Operation of facilities and services for its members in the field of production, processing, selling, purchasing, storing, transporting, inspection and other joint facilities relating to the business of members of the Cooperative;
(2) Borrowing for members of business funds and making business loans to members (including discounting of bills);
(3) Operation of welfare facilities for its employees, its members and their employees;
(4) Operation of educational facilities for improving the management and technique of the members'business, the knowledge of Cooperative practices and giving general information to them;
(5) Conclusion of a mutual benefit contract for its members that will improve the economic standing of its members;
(6) Accessory business to that mentioned in each of the preceding items.
2 The Cooperative may, in so far as it does not hamper the utilization by members, make its facilities available to non-members;provided that the business transacted for non-members shall be not over twenty percent of the total of business for members during its business year.
3 The Cooperative may guarantee for its members payment of business debts they owe to financing organs designated by the Articles of the Cooperative, and may collect such debts on commission.
4 No mutual benefit contract in paragraph 1 item (5) becomes effective, unless it has been approved as such by a general meeting and made in writing.
5 In such contract both contracting parties shall be responsible to the members individually.
6 Any separate contract concluded by a member that attempts to vary the terms or contravenes the standards established in the mutual benefit contract mentioned in paragraph 1 item (5) shall be deemed null and void and the standards relating to that part shall be substituted therefor.
(Issuance of Warehouse Warrants)
Article 71. Any Cooperative carrying on warehousing business may, subject to the permission of the Minister of Transportation, issue warehouse warrants.
2 Any Cooperative prescribed under the preceding paragraph shall, upon the demand of truster, issue warehouse warrants.
3 The provisions of Articles 627 paragraph 2, (application mutatis mutandis of the provision of deposit certificate) and Article 628 (mortgage of warehouse warrants) of the Commercial Code shall apply mutatis mutandis to the warehouse warrant in the preceding paragraph.
4 The provisions of Article 4 (additional condition of permission), Articles 8 to 10 inclusive (Supervision) and Article 12 (transfer of authority) of the Warehousing Law (Law No.41 of 1935) shall apply mutatis mutandis to the case mentioned in paragraph 1.
Article 72. Any warehouse warrant prepared by the Cooperative permitted in accordance with the provision of paragraph 1 of the preceding Article shall bear such letters as "Warehouse Warrant" with the title of the said Cooperative on top of it.
Article 73. The period of storage of deposited goods for which a warehouse warrant was issued shall not exceed six months from the day of its deposit.
2 The period mentioned in the preceding paragraph may be renewed within the extent of six months. However, if the holder of the warrant at the time of its renewal is not member of the Cooperative, renewal can be made only in the case where any utilization by the member is not impeded thereby.
Article 74. The provisions of Articles 616 to 619 inclusive and Articles 624 to 626 inclusive (right of truster or of holder of responsibility of warehouses) of the Commercial Code shall apply mutatis mutandis to the case where the Cooperative has issued a warrant.
(Issuance of Coupon)
Article 75. Any Cooperative may issue marchandise coupons for itself for its member business as provided for by laws and orders.
2 Coupons so issued shall be redeemed by marchandise of the value denoted on the coupon, and failure to do so or stoppage of it shall render both the Cooperative and the member liable to the coupon holder for the each amount denoted thereon.
Chapter III Credit Cooperative.
(Business of Credit Cooperative)
Article 76. Credit Cooperative may carry on the following business:
(1) Loaning of funds to members;
(2) Discounting of bills for members;
(3) Receipt of deposits or fixed deposits of members;
(4) Accessory business to that mentioned in each of the preceding items.
2 Credit Cooperative may concurrently carry on the following business as well as the business mentioned in the preceding paragraph:
(1) Representation of Financial Institution;
(2) In the case where representation is made in respect of giving a loan in accordance with the provision of the preceding item, guarantee for the payment of the debt;
(3) Lending of securities for members;
(4) Receipt of deposits or fixed deposits of non-members;
(5) Giving a loan to persons mentioned above for which their deposits or fixed deposits shall be mortgage.
Chapter IV Federation of Cooperatives
(Business of Federation of Cooperatives)
Article 77. The Federation of Cooperatives (hereinafter in this Chapter referred to as "the Federation" ) may carry on a part of the following business:
(1) Receipt of deposits or fixed deposits of members;
(2) Borrowing and lending (including bill discounting) of business funds;
(3) Cooperation of facilities in the field of production, processing selling, purchasing, storing, transporting, inspection and other business for members who constitute the Cooperatives directly or indirectly (hereinafter in this Chapter referred to as "constituent" );
(4) Welfare facilities for its constituents;
(5) Educational facilities for improving the management and technique of the members'business, the knowledge of Cooperative practice and giving general information to them;
(6) Conclusion of the mutual benefit contract for improvement of an economic standing of a constituent;
(7) Business accessary to that enumerated in the preceding items.
2 The Federation which carries on the business mentioned in item (1) of the preceding paragraph shall, notwithstanding the provision of the same paragraph, perform no function other than the business mentioned in items (1) and (2) of the preceding paragraph as well as the business accessary to it.
3 The Federation whose area extends over the area mentioned in the Annexed Table can not perform the business mentioned in paragraph 1 item (3).
4 The provisions of Article 70 paragraphs 2 to 6 inclusive and Articles 71 to 75 inclusive shall apply mutatis mutandis to the Federation (excluding that carries on the function mentioned in paragraph 1 items (1) or (3)).
5 The provision of Article 76 paragraph 2 shall apply mutatis mutandis to Federations carrying on the function mentioned in paragraph 1 item (1).
Chapter V Joint Enterprise Cooperative
(Business of Cooperative)
Article 78. A Joint Enterprise Cooperative (hereinafter in this Chapter referred to as "Cooperative" ) may conduct any lawful business jointly owned by the members in the fields of commerce, industry, mining, transportation and related services.
(Relationship between Business of Cooperative and Its Membership)
Article 79. At least two thirds of the members shall engage in the business of the Cooperative.
2 At least half of the total members engaged in the business shall be the members.
3 No member shall engage in business which compete with the Cooperative without the consent of a general meeting of the members.
4 In case any member has made any agreement in contravention of by the provision of the preceding paragraph for his own benefit, the Cooperative may by voting at a general meeting of the members, deem it to be a trade for the benefit of the Cooperative.
5 The right mentioned in the preceding paragraph shall vanish in case no member exercises this right within two months after he has become aware of such a private trade;and it shall be the same one year has elapsed from the date of trade.
(Investment of Capital)
Article 80. The majority of the total shares of invested capital of the Cooperative shall be held by such members as are engaged in the business of the Cooperative.
(Tax Levy on Membership)
Article 81. Out of income which any member is qualified to receive because he has been engaged in the business of the Cooperative, such income shall be deemed as income from salaries or retirement allowance in the application of the Earned Income Tax Law (No.27 of 1947) as what is to be paid by the Cooperatives to the member on the same standard on which the Cooperative pay to the non-member engaging in the business of the Cooperative as salary, wages, compensation for expenses, bonus and retirement allowances including incomes of the same nature.
(Unapplicable Articles)
Article 82. The provisions of Article 12, Article 13, Article 33 paragraph 1 items (3) and (8), Article 51 item (4) and Article 55 shall not apply to Joint Enterprise Cooperative.
2 Notwithstanding the provisions of Article 59 paragraphs 2 and 3, profits shall be distributed in accordance with the provision of Article of the Cooperative, in proportion to the amount of shares paid up, within the limit of 10 per cent per annum and, if there remain profits after distribution made in this manner, the remainder shall be distributed in proportion to the extent of engagement in the business of the Cooperatives.
Chapter VI Registration
(Registration)
Article 83. The registration of formation shall be made within two weeks from the day, on which the first payment of investment is made, at a place where the main office is situated.
2 In the registration of formation the following matters shall be mentioned;however, in the registration of formation of the joint Enterprise Cooperative, matters mentioned in item (3) may be omitted:
(1) Business;
(2) Name;
(3) Area;
(4) Office;
(5) The amount of one share of investment, method of its payment, total number of shares of investment and total amount of investment paid;
(6) In case the period of existence or cause of dissolution are provided, that period or cause;
(7) Names and addresses of officers;
(8) In case there is a director not representing the Cooperative, name of director representing it;
(9) In case there is a provision that several directors cojointly or jointly with managers shall represent the Cooperative, that provision;
(10) Method of making public notice.
3 The Cooperative shall, within two weeks from the day on which the registration of formation is made, register the matters mentioned in the preceding paragraph at the place where the subordinate office is situated.
(Registration of Subordinate Office)
Article 84. In case a subordinate office is set up after the formation of the Cooperative, registration of the setting up of the subordinate office shall be made at the place where the main office is situated within two weeks, registration of matters mentioned in the preceding Article paragraph 2, shall be made at the place in which that subordinate office is situated within three weeks, and registration of the fact of setting up of the subordinate offices shall be registered within the same term at the places where other subordinate offices are situated.
2 When a new subordinate office is set up in an area which is under supervision of the registration office supervising the main office or another subordinate office, it will be sufficient to register only the fact of setting up of that subordinate office.
(Registration of the Removal of Office)
Article 85. When the Cooperative removes its main office, the fact of removal shall be registered at the old place within two weeks, and the matters mentioned in Article 83 paragraph 2 shall be registered at the new place within three weeks, and when the Cooperative removes its subordinate office, the fact of removal shall be registered at the old place within three weeks, and the matters mentioned in the same paragraph shall be registered at the new place within four weeks.
2 When the removal is made within the area under supervision of the same registration office, the registration of the fact of removal will be sufficient.
(Registration of Change)
Article 86. When a change occurs to any of the matters mentioned in Article 83 paragraph 2, registration of change shall be made at the place where the main office is situated within two weeks and at the places where the subordinate offices are situated within three weeks.
2 Of the matters mentioned in Article 83 paragraph 2 item (5) the registration of change of the total number of shares of investment and the total amount of investment paid in may, notwithstanding the provisions of the preceding paragraph, be made as of the end of each fiscal year at the place where the main office is situated within four weeks from the end of the fiscal year, and at the places where the subordinate offices are situated within five weeks from the end of the fiscal year.
(Registration of Manager)
Article 87. When a Cooperative elected a manager, registration of the name and address of that manager and the office to which that manager was assigned shall be made within two weeks at the place where the office to which that manager was assigned, is situated and when it is decided that several manager shall have the joint right of representation, that fact shall also be registered within the same period. The same shall apply to a change of the registered matter and a lapse of the right of representation of a manager.
(Registration of Dissolution)
Article 88. When a Cooperative became dissolved, excepting the cases of amalgamation and bankruptcy, the registration of dissolution shall be made at the place where the main office is situated within two weeks and at the places where the subordinate offices are situated within three weeks.
(Registration of Amalgamation)
Article 89. When Cooperative became amalgamated, the registration of change shall be made for the Cooperatives which will continue, the registration of dissolution shall be made for the Cooperatives which will dissolve, and the registration provided by Article 83 paragraph 2, shall be made for the Cooperatives established by amalgamation at the places where the main offices are situated within two weeks and at the places where the subordinate offices are situated within three weeks, upon completing procedure necessary for amalgamation.
(Registration of Liquidator)
Article 90. The liquidator shall register the name and address of liquidator at the place in which the main office is situated within two weeks from his appointment and at the places in which the subordinate offices are situated within three weeks from his appointment.
2 To the registration of the preceding paragraph, the provisions of Article 86 paragraph 1, shall apply mutatis mutandis.
(Registration of the Completion of Liquidation)
Article 91. When the liquidation was completed, the registration of the completion of liquidation shal be made at the place in which the main office is situated within two weeks from the day of the completion of liquidation and at the places in which the subordinate offices are situated within three weeks from the day of the completion of liquidation.
(Competent Registration Office and Register-Book)
Article 92. As regards the registration of the Cooperative the Juridical Office or its branch which exercises jurisdiction over the seat of the office shall be the competent registration office.
2 Every registration office shall be equipped with the register-book of the Common Facility Cooperative, the register-book of the Credit Cooperative, the register-book of the Federation of the Smaller Enterprise, Etc. Cooperatives and the register-book of the Joint Enterprise Cooperative.
(Application for Registration of the Formation)
Article 93. The registration of the formation of the Cooperative shall be done by the application of all officers.
2 The application for registration mentioned in the above paragraph shall be accompanied with the Articles of the Cooperative, documents certifying the status of the officers, documents certifying the total number of shares of investments, and documents certifying that the payment of the investments under Article 29 has been completed.
3 The application of the registration of formation of a Cooperative by the amalgamation shall be accompanied with documents, besides those mentioned in the preceding paragraph, certifying that the public notice or the peremptory notice has been done in accordance with the provisions of Article 56 paragraph 2 to be applicable mutatis mutandis in Article 63 paragraph 2, and in case there is a creditor who has made a protest, documents certifying that he has been repaid, given a mortgage or held in trust.
Article 94. Registration provided for by the provisions of Article 83 paragraph 3 shall be made by the application of directors.
(Application for Registration of New Formation, Removal of Office and of Change)
Article 95. Registration of new establishment or removal of offices of the Cooperative or any changes of matters provided for by provision of Article 83 paragraph 2 shall be done by the application of directors or liquidators.
2 The application mentioned in the preceding paragraph shall be accompanied with documents certifying the new formation of offices or changes of matters of registration.
3 The application for registration of the reduction of the amount of each share of investment or that of the change of matters due to the amalgamation of Cooperatives, shall be accompanied with documents, besides those mentioned in the preceding paragraph, certifying that the public notice or the peremptory notice has been done in accordance with the provision of Article 56 paragraph 2 (including the case where it applies mutatis mutandis in Article 63 paragraph 2), and in case there is a creditor who has made a protest, documents certifying that he has been repaid or given a mortgage or held in trust.
(Application for Registration of Manager)
Article 96. Registration of selection of managers, changes of registered matters in accordance with provisions of Article 87 and the expiration of the right of proxy of managers shall be done by the application of directors.
2 The application for the registration of selection of manager in the registration mentioned in the preceding paragraph, shall be accompanied with documents certifying the selection of managers, and in case the decision has been made that several managers may exercise the right of proxy jointly, documents certifying thereof, and the other applications for registration shall be accompanied with documents certifying the matters.
(Application for Registration of Dissolution)
Article 97. Registration of dissolution of the Cooperative mentioned in Article 88 shall be done by the application of liquidators, except in the case mentioned in paragraph 3.
2 The application mentioned in the preceding paragraph shall be accompanied with documents certifying the reason for dissolution.
3 In case the Court finally judges the Cooperative to be dissolved, the provisions of Article 135 and Article 193 paragraph 3 (registration of dissolution of company by trial) of the Non-Litilgant Case Procedure Law shall apply mutatis mutandis.
Article 98. Registration of dissolution in accordance with Article 89 shall be made by the application of the director of the Cooperative which ceases to exist by amalgamation.
2 The provisions of Article 93 paragraph 3 and the preceding Article paragraph 2 shall apply mutatis mutandis to the case of the preceding paragraph.
(Application for Registration of Liquidator)
Article 99. The application of registration in accordance with Article 90 paragraph 1 shall be accompanied with the certificate of qualification of the applicant unless the director is a liquidator.
2 The application of registration in accordance with Article 90 paragraph 2 shall be accompanied with the certificate of modification of the registration items.
(Application for Registration of the Conclusion of Liquidation)
Article 100. The registration of the conclusion of liquidation of the Cooperative shall be made by the application of liquidator.
2 The application of registration of the preceding paragraph shall be accompanied with the certificate of the approval given to liquidator regarding the liquidation report in accordance with the provision of Article 427 paragraph 1 of the Commercial Code which applies mutatis mutandis in Article 69.
(Procedure of Registration of Annulment of Formation, etc.)
Article 101. The provisions of Article 135-(6)(registration of annulment of formation by trial) of the Non-Litigant Case Procedure Law shall apply mutatis mutandis, in case the judgment by Code is established as to annulment of formation, amalgamation or reduction of the amount of each share, or as to cancellation or annulment of resolution at a general meeting of the Cooperative.
(Publication of Registration Items)
Article 102. Registered items shall be published without delay at the judicial office.
(Application Mutatis Mutandis of the Non-Litigant Case Procedure Law)
Article 103. As to the registration of the Cooperative the provisions of Articles 141 to 151-(6) inclusive, and Articles 154 to 157 inclusive (general provision for commercial registration) of the Non-Litigant Case Procedure Law shall apply mutatis mutandis.
Chapter VII Miscellaneous Provisions
(Presentation of Protest)
Article 104. Any member who considers that the business or accounting of the Cooperative violates the Law, Ordinance, the Articles, By-laws, or is extremely improper may request action to Administrative Agency by describing those facts and reason of complaints in writing.
2 The Administrative Agency shall, in case the petition mentioned in the preceding paragraph was filed, demand of the Cooperative submission of necessary reports concerning its business complained of or accounting and shall investigate them.
3 The Administrative Agency shall, in case the Cooperative does not comply with its demand mentioned in the preceding paragraph, investigate the activities or financial status of the Cooperative.
(Request for Investigation)
Article 105. The members may, with the consent of one tenth or more of the whole members, file request for investigation with the Administrative Agency for the reason that the business or accounting of the Cooperative is deemed being carried out in violation of the Law, Ordinance, the Articles or By-laws of the Cooperative.
2 The Administrative Agency shall, in case the request mentioned in the preceding paragraph was filed, investigate the activities or financial status of the Cooperative concerned.
(Recommendation by Administrative Agency)
Article 106. The Administrative Agency may, in case it was found out that, after making investigation mentioned in Article 104 paragraph 2 or as a result of inspection carried out in accordance with the provisions of the said Article paragraph 3 or preceding Article paragraph 2 the business or accounting was carried out in violation of the Law, Ordinance or the Articles or By-laws of the Cooperative, or the operation of the Cooperative was extremely improper, recommend the Cooperative to take, within certain period, a corrective measure.
2 The Cooperative shall, in the case where it received the recommendation mentioned in the previous paragraph, decide, without delay, measures to be taken by the Cooperative in compliance with the said recommendation through resolutions adopted at a general meeting.
(Exclusion Measures)
Article.107. The Fair Trade Commission, may, in case it recognizes that any member of the Cooperative who is an entrepreneur employing more than 50 persons is not substantially operating on a small scale, in accordance with the provision of Article 108, order the aforesaid member to withdraw from the Cooperative in order to attain the purpose of this Law.
Article 108. In regard to the disposition mentioned in the preceding Article the provisions of Articles 40 to 42 inclusive, (authority of Fair Trade Commission) Articles 45 to 61 inclusive, Article 64, Article 66 paragraph 2, Article 69, Article 70 (procedure of disposition of cases including report of conditions, investigation, hearing and decision, etc.), Articles 75, 76 (miscellaneous provisions), Articles 77 to 83 inclusive and Article 88 (lawsuits) of the Anti-Monopoly Law shall apply mutatis mutandis.
(Jurisdiction of Higher Court of Tokyo)
Article 109. Concerning a lawsuit subject to the decision of the Fair Trade Commission mentioned in the preceding Article, the jurisdiction for the first trial shall belong to the Higher Court of Tokyo.
2 Any lawsuit mentioned in the preceding paragraph shall come under the executive jurisdiction of the panel of judges established within the Higher Court of Tokyo in accordance with the provisions of Article 87 paragraph 1 of the Anti-Monopoly Law.
(Application Mutatis Mutandis of the Commercial Code, etc.)
Article 110. To the Cooperative shall apply mutatis mutandis the provisions of Article 58 paragraphs 2 and 3, Articles 59 and 60 (dissolution of company by trial) of the Commercial Code and the provisions of Article 126 paragraph 1, Articles 134 to 134-(3) inclusive and Articles 135-(2) to 135-(5) inclusive (dissolution of company by trial) of the Non-Litigant Case Procedure Law.
(Competent Administrative Agency)
Article 111. The words "The Administrative Agency" as used in this Law shall mean the competent minister in the case of the Cooperatives which carry on the business under the jurisdiction of Finance Minister or Transportation Minister and other Cooperatives (except Kigyo) which area extend over the prefectural area;and shall mean the governor of To, Do, Fu or prefecture who administers the locality of the main office of the Cooperatives in the case of other Cooperatives.
2 The competent Minister may, according to the provisions of Cabinet Order, trust in part the power prescribed in this Law to the Chief of the local branch office or governor of To, Do, Fu or prefecture.
Chapter VIII Penal Provisions
Article 112. Any officer of the Cooperative who has, under whatever title, made loan or discounted bills or disposed of property of the Cooperative for the purpose of speculation in other business than those of the Cooperative shall be punished with an imprisonment not exceeding three years or a fine less than two hundred thousand yen.
2 On those who have committed the crime of the preceding paragraph, both imprisonment and fine may be imposed together according to circumstances.
3 The provision of paragraph 1 shall not apply to the case which is provided for in the Penal Code (Law No.45 of 1907).
Article 113. For failure of a Cooperative to file reports provided by the provisions of Article 6 paragraph 3 or for filing false reports its directors shall be punished with a fine less than thirty thousand yen.
Article 114. Any person shall be punished with a fine less than thirty thousand yen who has not filed reports or filed false reports against the provision of Article 8 paragraph 1 of the Warehousing Law which applies mutatis mutandis in Article 71 paragraph 4 or refused, prevented or evaded the inspection against the provisions of the Article 8 paragraph 1 of the Warehousing Law applied mutatis mutandis in Article 71 paragraph 4, Article 104 paragraph 3 or Article 105 paragraph 2 of this Law.
2 In the case where a representative, a proxy, an employee or a worker of the Cooperative has made offence mentioned in the preceding paragraph with respect to the business of the Cooperative, the Cooperative shall also be punished with a fine in addition to the offender being liable to punishment.
Article 115. In the following cases, an officer or liquidator shall be punished with a non-criminal fine less than ten thousand yen:
(1) In case business other than those provided for in this Law was carried on;
(2) In case registration provided for in this Law was not effected;
(3) In case the provisions of Article 14 were violated;
(4) In case the provisions of Article 19 paragraph 2, Article 41 paragraph 4 or Article 45 paragraph 4 were violated;
(5) In case any of the said persons failed to make minutes of the general meeting, an inventory or a balance sheet or to state therein the matters to be included or made any false statement therein in contravention of the provisions of Article 27 paragraph 6, Article 244 of the Commercial Code which applies mutatis mutandis in Article 54 or Article 419 of the Commercial Code which applies mutatis mutandis in Article 69;
(6) In case the provisions of Article 31 or Article 62 paragraph 2 were violated;
(7) In case the provisions of Article 37 were violated;
(8) In case where, in violation of the provision of Article 39 or Article 40, (including the eases in which the aforesaid provisions are applicable mutatis mutandis in Article 69) no document was kept or the matters to be entered in the said document were not listed or false descriptions were entered, or the inspection of documents was refused without due cause;
(9) In case any of the said persons interfered with the investigation on the basis of Article 274 of the Commercial Code applies mutatis mutandis in Article 42 or Article 419 paragraph 1 of the Commercial Code which applies mutatis mutandis in Article 69;
(10) In case the provisions of Article 46, Article 47 paragraph 2 or Article 48 were violated;
(11) In case any of the said persons neglected serving public notice or serve false public notice stipulated in the provisions of Article 56 paragraph 2 (including the cases where the aforesaid provisions are applicable mutatis mutandis in Article 63 paragraph 2) or Article 421 paragraph 1 of the Commercial Code which applies mutatis mutandis in Article 69;
(12) In case where, in violation of Article 56 or Article 57 paragraph 2 the amount of each share was reduced, or in violation of Article 56 applies mutatis mutandis in Article 63 paragraph 2 or Article 57 paragraph 2, the Cooperatives were amalgamated or transferred all of its business;
(13) In case the provisions of Article 58, Article 59, or Article 82 paragraph 2 were violated;
(14) In violation of Article 61, acquirement of any share of its members or receiving it as the object of pledge;
(15) In violation of Article 131 of the Commercial Code which applies mutatis mutandis in Article 69 the property of the Cooperative was distributed;
(16) In case the period prescribed in Article 421 paragraph 1 of the Commercial Code which applies mutatis mutandis in Article 69 was improperly settled;
(17) In case the dabt in violation of the provision of Article 423 of the Commercial Code applies mutatis mutandis in Article 69 was repaid;
(18) In case provisions of Article 70 paragraph 2, (including the case where the aforesaid provisions are applicable mutatis mutandis in Article 77 paragraph 4) were violated;
(19) In case where the provision of Article 77 paragraph 2 or 3 were violated.
Article 116. The provisions of Article 94 and 94-(2) of the Anti-Monopoly Law shall be applicable mutatis mutandis to violations arising from such cases where the provisions of Articles 40 and 46 of the Anti-Monopoly Law are applicable mutatis mutandis in Article 108.
Supplementary Provision:
The enforcement day of this Law shall be one month after the day of its promulgation;however, the provisions of this Law concerning the Federation of Cooperatives shall be enforced eight months after its promulgation.
Annexed Table
Kind of Federations
Area
Federation of Cooperatives carrying on the business of manufacturing or selling of spirits
Jurisdictional area of the Financial Bureau
Federation of Cooperatives carrying on the business of cultivating of leaf tobacco, manufacturing or selling of tobacco, or manufacturing or selling of salt
Jurisdictional area of employee or officers of the Japan Monopoly Kosha who are designated by the Finance Minister, in accordance with the provision of Article 79 paragraph 2 of the Tobacco Monopoly Law (Law No.111 of 1949), as taking charge of the business charged to the Chief of the Financial Bureau
Federation of Cooperatives carrying on land transportation, smaller transportation, and the business concerning machines and tools for railway and track and other business concerning land transportation
Jurisdictional area of the Land Transportation Bureau
Federation of Cooperatives carrying on the business concerning marine transportation and transportation service in harbor and other business concerning marine transportation
Jurisdictional area of the Marine Transportation Bureau
Other Federation of Cooperatives
Jurisdictional area of the International Trade and Industry Bureau
Minister of Finance IKEDA Hayato
Minister of Welfare HAYASHI Joji
Minister of Agriculture and Forestry MORI Kotaro
Minister of International Trade and Industry INAGAKI Heitaro
Minister of Transportation OYA Shinzo
Minister of Construction MASUTANI Shuji
Prime Minister YOSHIDA Shigeru