The Enterprise Reconstruction and Reorganization Law (Law No.40 of 1946) shall be partially amended as follows:
In Article 3 item 1, e, "Article 291, Paragraph 3" shall be amended as "Article 291 paragraph 4" .
In Article 6 paragraph 1 item 3, "amount of capital" shall be amended as "total number of stocks authorized to be issued by company" ;in item 6 of the same paragraph, "the trade names, object, amount of capital and location of the head office or branches" shall be amended as "matters stipulated in Article 166 paragraph 1 item 1 to item 8 inclusive of the Commercial Code as to the company concerned" ;in item 7 of the same paragraph, "companies which are to increase their capital to double or more" shall be amended as "companies which are to issue new stocks whose number is not less than that of stocks issued" and "the trade name, object, amount of capital, location of the head office or branches" , as "matters stipulated in Articl 166 paragraph 1 item 1 to item 8 inclusive of the Commercial Code as to the company concerned" ;and item 20 of the same paragraph shall be amended as follows:
20. Matters relating to increase of the total number of stocks authorized to be issued by company and to the right to the allotment of new shares as well as matters relating to the computation of the amount in cases where payment is made in cash under the provision of Article 29-(3) paragraph 1 or matters relating to the transfer of the right to the allotment of new shares under the provision of Article 29-(4);
In Article 24, "(including a company which has completed the execution of the approved reorganization plan as prescribed in Article 41 paragraph 1 and become no more a special accounting joint stock company;hereinafter the same in Article 25 Article 26, Article 29-(3) paragraph 1, Article 43 and Article 53)" shall be added next to "a special accounting joint stock company" .
In Article 29-(2) paragraph 2, "Paragraph 1 of Article 208 of the Commercial Code and Paragraph 3 of Article 209 of said Code" shall be amended as "Article 208 and Article 209 paragraph 4 of the Commercial Code" .
Article 29-(3) paragraph 1 shall be amended as follows:
In case of the issue of new shares of special accounting joint stock companies which compute the burden of stockholders or the burden of creditors in respect to old claims as prescribed in Article 14 paragraph 1 of the Law concerning Emergency Measures for the Accounts of Companies with respect to the special loss, if stocks are issued at the price exceeding par value of share with face value, stockholders or creditors having the right to the allotment of new shares as prescribed by the approved reorganization plan who do not become the underwriters of new shares may request the payment of the amount computed according to the approved reorganization plan of such excess of the issue price over par value of share with face value less expenses required for the issue of such stocks;provided, however, that the above shall not apply in cases where the right to the allotment of such new shares has been transferred to others pursuant to the provisions of Article 29-(4).
In paragraph 3 of the same Article, "Paragraph 2 of Article 288 of the Commercial Code" shall be amended as "Article 288-(2) of the Commercial Code" ;paragraph 4 of the same Article shall be deleted.
Article 29-(4) shall be amended as follows:
Article 29-(4). In the case of the issue of new shares of the companies enumerated in paragraph 1 of the preceding Article, stockholders who have the right to the allotment of new shares according to the approved reorganization plan or creditors in respect to old claims as prescribed in Article 14 paragraph 1 of the Law concerning the Emergency Measures for the Accounts of Companies may transfer such right to the allotment of new shares.
In Article 29-(5) paragraph 1, "establishment of second company or registration on increase of capital" shall be amended as "registration of establishment or registration of alteration due to the issue of new shares of the second company" .
The following one Article shall be added next to Article 30:
Article 30-(2). The provision of Article 347 paragraph 1 of the Commercial Code shall not apply to the increase of total number of stocks authorized to be issued by a company to be made by a special accounting joint stock company as prescribed in the approved reorganization plan according to the provision of Article 6 paragraph 1 item 20.
In Article 31, "the increase of capital thereof" shall be amended as "the issue of new stocks whose number is not less than that of stocks issued" , and ", Article 353, Paragraphs 2 and 3 of Article 354 and Article 355" shall be amended as "and Article 280-(8))" .
In Article 34 paragraph 4, "the amount provided for in the provisions of Article 202 Paragraph 2 of the Commercial Code" shall be amended as "twenty yen (\20)" , and "increase the amount of stocks higher than the amount provided for in Article 202 Paragraph 2 of said Code" , as "make the amount of stocks higher than twenty yen (\20)" ;and in paragraph 6 of the same Article, "the amount stipulated in Article 202 paragraph 2 of the Commercial Code" shall be amended as "twenty yen (\20)" , and "before the amount is increased to the amount exceeding the amount stipulated in Article 202 Paragraph 2 of the Commercial Code" , as "before the amount has been made higher than twenty yen (\20)" .
In Article 34-(5) paragraph 2, "Paragraph 1 of Article 288 of the Commercial Code" shall be amended as "Article 288 of the Commercial Code" , and "said paragraph" shall be amended as "said Article" .
In Article 34-(9) paragraph 3, "Paragraph 4 of Article 9" shall be amended as "Article 9 paragraph 5" , and "rules concerning business tax in Local Tax Law corresponding to the same provisions" shall be amended as "Article 744 paragraph 13 of the Local Tax Law" .
In Article 35-(5), "Paragraph 1 of Article 342 of the Commercial Code" shall be amended as "Article 375 paragraph 1 of the Commercial Code" .
In Article 41 paragraph 1, "completes the execution of the approved reorganization plan" shall be amended as "completes the execution of the approved reorganization plan (excluding matters pertaining to the disposal of stocks of the second company mentioned in Article 6 paragraph 1 item 7 and matters prescribed in item 15 of the same paragraph and excluding, as for companies other than those designated in accordance with the provisions of Article 3 of the Elimination of the Excessive Concentration of Economic Power Law which have dissolved according to the approved reorganization plan, if consents of all of the Special Supervisors are given, matters prescribed in Article 6 paragraph I items 8 and 9)" , and "(in case a special accounting company is extinguished..............., those prescribed by an Ordinance)" shall be transposed next to "When the special accounting joint stock company" .
In Article 42 paragraph 1, "the completion of the execution" shall be amended as "the completion of the execution of the approved reorganization plan" ;and the following one Article shall be added next to the same:Article.
Article 42-(2). A company which has completed the execution of the approved reorganization plan as prescribed in Article 41 paragraph 1 shall, with regard to matters pertaining to the disposal of stocks of the second company in Article 6 paragraph 1 item 7 and matters prescribed in item 15 of the same Article, execute according to the approved reorganization plan with exception of the alteration on the way of disposal of stocks of the second company as provided for by Ordinance, even after it has become no more a special accounting joint stock company.
In Article 43, "fallen into the hands of" shall be amended as "been held by" , and "or to receive prior approval of the competent Minister for the execution of voting rights on such stocks" shall be added next to "or delegate his voting rights to such person as will be prescribed by an Order" .
In Article 45 paragraph 1, "or Article 43" shall be deleted.
In Article 47-(2) paragraphs 1 and 3, "execution of the approved reorganization plan" shall be amended as "execution of the approved reorganization plan as prescribed in Article 41 paragraph 1" .
Article 49 paragraph 3 shall be amended as follows:
When any government official makes a visit for inspection in accordance with the preceding paragraph, he shall carry with him a certificate identifying his status as provided for by Ordinance and, if requested, show it to the person concerned.
The authority of visit for inspection under paragraph 2 shall not be construed as having been granted for the purpose of crime detection.
In Article 54-(2) paragraph 2, "Article 42-(2)," shall be added after "Article 41," .
Article 56 item 4 shall become item 5 of the same Article;and the following one item shall be added next to item 3 of the same Article:
4. A person who violates the provisions of Article 42-(2)(including such cases wherein the said provisions are applied mutatis mutandis in Article 54-(2) paragraph 2);