The Smaller Enterprise, Etc. Cooperative Law (Law No.181 of 1949) shall be partially amended as follows:
In Article 5 paragraph 2, "the words mentioned in the previous paragraph" shall be amended as "the words indicating its being the Common Facility Cooperative, the Credit Cooperative, the Federation of Cooperative and the Joint Enterprise Cooperative (Kigyo)" and in paragraph 3 of the same Article, "Articles 19 to 22" shall be amended as "Articles 19 to 21" .
In Article 11 paragraph 4, "on proxy" shall be amended as "four proxies" .
In Article 27 paragraph 6, "Article 239 paragraph 4, Article 240" and "and Articles 247 to 253 inclusive" shall be respectively amended as "Article 239 paragraph 5, Article 240 paragraph 2" and ", Articles 247,248,250,252 and 253" .
The following one Article shall be added next to Article 27:
(Attestation of the Articles of Cooperative)
Article 27-(2). Promoters shall, after the conclusion of Constituent General Meeting, accept without delay the attestation of the Articles of Cooperative by the Administrative Authority.
2 The Administrative Authority shall admit the Articles of Cooperative with the exception of the case where they violate any law or order.
3 The Articles of Cooperative shall not take effect unless they accept the attestation mentioned in paragraph 1.
In Article 28, "after the conclusion of Constituent General Meeting" shall be amended as "after the attestation of the Articles of Cooperative mentioned in paragraph 1 of the preceding Article" .
In Article 31, "the Articles of the Cooperative and the names of its officers" shall be amended as "the officer's names of the Cooperative" .
In Article 33 paragraph 1 item (7), "and time" shall be deleted, and paragraph 3 of the same Article shall be deleted.
The following one Article shall be added next to Article 36:
(Board of Directors)
Article 36-(2). The execution of the affairs of the Cooperative shall by decided by the Board of Directors.
Article 38 shall be amended as follows:
(Double Agency by Director)
Article 38. Any director may conclude a contract with the Cooperative only in case the director has obtained the approval of the Board of Directors. In such case, the provision of Article 108 of the Civil Code (Law No.89 of 1896) shall not apply.
The following one Article shall be added next to Article 38:
(Resposibility of Director)
Article 38-(2). If directors have neglected their duties, such directors shall be jointly and severally liable in damages to the Cooperative.
2 If directors have been guilty of wrongful intent or of gross negligence in respect to the performance of their duties, they shall be jointly and severally liable in damages to third persons. The same shall also apply in cases where a false entry has been made in the documents prescribed in Article 40 paragraph 1 or where a false registration or public notice has been made.
3 The provisions of Article 266 paragraphs 2 to 4 inclusive (Responsibility of Director) of the Commercial Code shall apply mutatis mutandis to the responsibility of director mentioned in paragraph 1.
In the heading of Article 39, "Inspection" shall be amended as "Inspection, Etc." ;in paragraph 1 of the same Article, "General Meeting" shall be amended as "General Meeting and Board of Directors" ;and in paragraph 3 of the same Article, "or transcription" shall be added next to "inspection" .
In the heading of Article 40, "Inspection" shall be amended as "Inspection, Etc." ;in paragraph 3 of the same Article, "or transcription" shall be added next to "inspection" .
The following one Article shall be added next to Article 40:
(Inspection, Etc. of Records Etc. about Accounting)
Article 40-(2). Any member and members may, with the consent of not less than one-tenth of the membership, demand the directors the inspection or transcription of any book or records about the amount whenever they deem it necessary. In this case, the directors shall not, without due cause, refuse the inspection or transcription.
Article 42 shall be amended as follows:
(Application of Commercial Code, Etc.)
Article 42. The provisions of Article 254 paragraph 3 (Relations between Director and Company), Articles 267 to 268-(3) inclusive (Lawsuit to Director) and Article 284 (Relieving of Responsibility) of the Commercial Code shall apply mutatis mutandis to directors or auditors (of the Cooperative);the provision of Article 55 (Delegation of Representative Right) of the Civil Code and the provisions of Article 254-(2)(Duty of Director), Articles 261 to 262 inclusive (Representation of the Company) and Article 272 (Injunction) of the Commercial Code shall apply mutatis mutandis to directors (of the Cooperative);the provisions of Article 38-(2) of this Law and Article 274 (Inspection) and Article 278 (Joint and Several Liability of Directors and Auditors) of the Commercial Code shall apply mutatis mutandis to auditors (of the Cooperative);and the provisions of Articles 259 to 259-(3) inclusive (Convening of Board of Directors), Articles 260-(2) and 260-(3)(Resolution and Minutes of Meeting) of the Commercial Code shall apply mutatis mutandis to the Board of Directors. In this case "paragraph 1 of the preceding Article" mentioned in Article 284 of the Commercial Code shall read "Article 40 paragraph 2 of the Smaller Enterprise, Etc. Cooperative Law" .
In Article 44 paragraph 1, "a majority of directors" shall be amended as "the Board of Directors" .
In Article 45 paragraph 3, "directors" shall be amended as "Board of Directors" .
Article 46 shall be amended as follows:
(Convening of General Meeting)
Article 46. The General Meeting shall, in accordance with what may be provided for by the Article of the Cooperative, be convened at least once every business year.
Article 47 paragraph 1 shall be amended as follows;and in paragraph 2 of the same Article, "the directors shall call it" shall be amended as "the Board of Directors shall determine to convene it" :
A extraordinary General Meeting may be convened whenever it deems it necessary, in accordance with what may be provided for by the Articles of the Cooperative.
Article 48 shall be amended as follows:
Article 48. If the directors do not take the procedures of convening the General Meeting within ten days from the day upon which the demand of paragraph 2 of the preceding Article made, the member who has made the demand under the provision of the same paragraph, may himself convene the General Meeting with the approval of the Administration Authority. In case there is no director available, the same shall apply to the case where the said member has obtained the consent of one-fifth or more of the total number of members.
The following two paragraphs shall be added to Article 51:
2 Amendment of the Articles of Cooperative shall not take effect unless they are attested by the Administrative Authority.
3 The provision of Article 27-(2) paragraph 2 shall apply mutatis mutandis to the attestation under the preceding paragraph.
Article 54 shall be amended as follows:
(Application Mutatis Mutandis of the Commercial Code)
Article 54. The provisions of Article 231 (Decision of Convening of General Meeting), Article 239 paragraph 5, Article 240 paragraph 2 (Vote of Interested Parties), Article 243 (A Resolution for Postponement or Adjournment about General Meeting), Article 244 (Minutes), Articles 247,248,250,252 and 253 (Annulment or Cancellation of Resolution) of the Commercial Code shall apply mutatis mutandis to the General Meeting. In this case, "Article 232" mentioned in Article 243 of the Commercial Code and "Article 343" mentioned in "Article 247 paragraph 1 of the same Code shall respectively read" Article 49 of the Smaller Enterprise, Etc. Cooperative Law "and" Article 53 of the Smaller Enterprise, Etc. Cooperative Law".
In Article 66, "Articles 104 to 111 inclusive" shall be amended as "Articles 104,105 and Articles 108 to 111 inclusive" .
Article 69 shall be amended as follows:
(Application Mutatis Mutandis of the Commercial Code, Etc.)
Article 69. The provisions of Articles 116,122,124,125, Article 129 paragraphs 2 and 3, Article 131, Article 417 paragraph 2, Articles 418 to 424 inclusive, Article 426 and Article 427 (Liquidation of Company) of the Commercial Code as well as the provisions of Article 35 paragraph 2, Articles 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 Law of Procedure in Non-contentions Matters shall apply mutatis mutandis to the dissolution and liquidation of the Cooperative, and the provisions of Articles 37 to 40-(2) inclusive, Articles 46 to 48 inclusive of this Law as well as Article 254 paragraph 3 (Relation between Director and Company), Article 254-(2)(Duty of Director), Articles 259 to 261-(2) inclusive (Board of Directors and Execution and Representation), Articles 267 to 268-(3) inclusive (Lawsuit against Director), Article 272 (Injunction) and Article 284 (Relieving Director or Auditor of Resposibility) of the Commercial Code shall apply mutatis mutandis to the liquidator of the Cooperative. In this case "Article 94 item 4 and item 6" mentioned in Article 122 of the Commercial Code shall read "Article 62 paragraph 1 item (6) of the Smaller Enterprise, Etc. Cooperative Law" ; "in paragraph 1 of the preceding Article," mentioned in Article 284 of the Commercial Code shall read "Article 40 paragraph 2 of the Smaller Enterprise, Etc. Cooperative Law which shall apply mutatis mutandis in Article 69 of the same Law" ; "the preceding paragraph" mentioned in Article 417 paragraph 2 of the Commercial Code shall read "Article 68 of the Smaller Enterprise, Etc. Cooperative Law" ;and "Any shareholder who has been holding shares representing not less than three-hundredths of the total number of the issued shares continuously for the last six months," mentioned in Article 426 paragraph 2 of the Commercial Code shall read "any member with the consent of one-fifth or more of the total number of members" , respectively.
In Article 83 paragraph 2 item (8) shall be amended as follows;and in item (9) of the same paragraph "or jointly with managers" shall be deleted:
(8) The full name of any director who is to represent the company.
In Article 92 paragraph 1, "the Juridical Office or its branch" shall be amended as "the Juridical Bureau, the Local Juridical Bureau or its branch" .
In Article 102, "the Juridical Office" shall be amended as "the Registry Office" .
Next to Article 105 the following one Article shall be added:
(Demand of Reports and Investigation)
Article 105-(2). The Administrative Authority may, in case it was found that business or accounting of the Cooperative was carried out in violation of laws and orders or the Articles of the Cooperative, or the operation of the Cooperative was extremely improper, demand the Cooperative the submission of necessary reports concerning its activities or accounting and may investigate them within the limit of necessity in order to attain the purpose of this Law.
2 The Administrative Authority may, in case it was found that the Cooperative had not filed reports or filed false reports of the preceding paragraph, investigate the activities or financial status of the Cooperatives within the limits of necessity in order to attain the purpose of this Law.
In Article 106 paragraph 1, "or paragraph 1 of the preceding Article" shall be added next to "Article 104 paragraph 2" , and "the said Article paragraph 3" shall be amended as "Article 104 paragraph 3, Article 105 paragraph 2" , and "within the limits of necessity in order to attain the purpose of this Law" shall be added next to "a corrective measure" .
In Article 110, "Article 58 paragraphs 2 and 3, Articles 59 and 60" shall be amended as "Article 58 paragraph 1 items (1) and (3) and paragraph 2" .
In Article 114 paragraph 1, "or Article 105 paragraph 2" shall be amended as "Article 105 paragraph 2 or Article 105-(2) paragraph 2" .
In Article 115 item (5), "Article 244 of the Commercial Code which applies mutatis mutandis in Article 54" shall be amended as "Article 244 of the Commercial Code which applies mutatis mutandis in Article 54, Article 260-(3) of the Commercial Code which applies mutatis mutandis in Article 42 or 69" and "of the General Meeting" shall be deleted.
In Article 115 item (8), "or the transcription" shall be added next to "the inspection" ;and next to the same item the following one item shall be added:
(8)-2) In case, in violation of the provision of Article 40-(2)(including the cases, where the same applies mutatis mutandis in Article 69) or the provision of Article 274 paragraph 1 of the Commercial Code which applies mutatis mutandis in Article 42, the inspection or the transcription of the books, records and documents of accounts was refused without due cause;
In Article 115 item (9), "Article 274" shall be amended as "Article 274 paragraph 2" .
In Article 115 item (10), "Article 47 paragraph 2 or Article 48" shall be deleted.
Next to Article 115 the following one Article shall be added:
Article 115-(2). A person who has used for the purpose of unfair competition the same or a similar trade name which was registered by a Cooperative shall be liable to a non criminal fine less than ten thousand yen. The same shall apply also to the persons who have contravened the provision of Article 21 paragraph 1 of the Commercial Code which applies mutatis mutandis in Article 5 paragraph 3 of this Law.
Supplementary Provisions:
(Date of Enforcement)
1 This Law shall come into force as from the day of enforcement (July 1, 1951) of the Law for Partial Amendments to Commercial Code (Law No.167 of 1950). However, the amended provision of Article 11 paragraph 4 shall come into force as from the day of promulgation of this Law.
(Definition)
2 In this Supplementary Provisions, the term "New Commercial Code" shall mean the Commercial Code after amendments under the Law for Partial Amendments to Commercial Code, the term "Old Commercial Code" shall mean the former Commercial Code, the term "New Law" shall mean the Smaller Enterprise, Etc. Cooperative Law after amendments under this Law, and the term "Old Law" shall mean the former Smaller Enterprise, Etc. Cooperative Law.
(Principles)
3 The New Law shall, unless otherwise provided for, apply also to any matter which has arisen before the enforcement of this Law, without prejudice, however, to any efiect which may have been completed under the Old Law.
4 Any provision of the Articles of Cooperative or the by-law of the Cooperative or clause of contract which is in contravention of the New Law shall lose its effect as from the day of enforcement of this Law.
(Order of Dissolution)
5 The former provisions shall still prevail even after the enforcement of this Law as to those cases which are provided for in Article 58 paragraph 2 or paragraph 3 of the Old. Commercial Code which applies mutatis mutandis in Article 110 of the Old Law, and about which application has been filed with the Court or the proceedings have been commenced by the Court before the enforcement of this Law, and as to such related cases as are provided for in these provisions. The same shall apply also to the liability of the persons whose application has been rejected in respect of such cases.
(Securities with respect to Institution of Action, Etc.)
6 The provision of Article 249 of the Old Commercial Code which applies mutatis mutandis in Article 27 or 54 of the Old Law (including the cases where the same applies mutatis mutandis in Article 252 or Article 253 paragraph 2 of the Old Commercial Code), Article 380 of the Old Commercial Code which applies mutatis mutandis in Article 57 paragraph 3 of the Old Law, Article 106 of the Old Commercial Code which applies mutatis mutandis in Article 66 of the Old Law, or Article 59 of the Old Commercial Code which applies mutatis mutandis in Article 110 of the Old Law, relating to the securities to be furnished with respect to the application for the order of dissolution or the institution of action shall apply only to the securities which have been furnished before the enforcement of this Law.
(Attestation of the Articles of Cooperative)
7 The Articles of the Cooperative actually owned by the Cooperative at the time of enforcement of this Law, that has been attested in accordance with the provision of Article 167 which applies mutatis mutandis in Article 33 paragraph 3 of the Old Law, shall be deemed to be the Articles of the Cooperative attested in accordance with the provisions of Article 27-(2) paragraph 1 and Article 51 paragraph 2 of the New Law.
(Registration of the Cooperative)
8 A Cooperative which has come into existence before the enforcement of this Law shall, within six months from the day of enforcement of this Law, register any matter which has become necessary to be registered in accordance with the New Law.
9 If other registrations are affected before the registration mentioned in the preceding paragraph is effected, the registration under the same paragraph shall be effected simultaneously with such registrations.
10 If the matter mentioned in paragraph 8 of this Supplementary Provisions has been altered before the registration mentioned in the same paragraph is effected, the registration mentioned in the same paragraph shall be effected without delay in respect of the matter before such alteration.
11 In the case of violation of the provisions of the preceding three paragraphs, the directors of the Cooperative shall be liable to a noncriminal fine not exceeding five thousand yen.
(Convening a General Meeting)
12 In case the request has been made in accordance with the provision of Article 47 paragraph 2 of the Old Law or an auditor has taken the procedures of convening a General Meeting before the enforcement of this Law, the former provision shall still prevail, as to the said General Meeting even after the enforcement of this Law.
(Action rescinding Resolution)
13 In case the period provided for in Article 248 paragraph 1 of the Old Commercial Code which applies mutatis mutandis in Article 27. paragraph 6 or Article 54 of the Old Law has not elapsed at the time of the enforcement of of this Law with respect to an action rescinding resolution, the provision of Article 248 paragraph 1 of the New Commercial Code shall apply mutatis mutandis to the period for such action rescinding resolution.
(Representing Directors)
14 The diroctors who are authorized to represent the Cooperative in accordance with the provision of Article 261 paragraph 1 or 2 of the Old Commercial Code which applies mutatis mutandis in Article 42 of the Old Law, shall be deemed to be the directors who are to represent the Cooperative in accordance with the provision of Article 261 paragraph 1 of the New Commercial Code which applies mutatis mutandis in accordance with the provision of Article 42 of the New Law.
15 In case the Cooperative has, in accordance with the provision of Article 261 paragraph 2 of the Old Commercial Code which applies mutatis mutandis in Article 42 of the Old Law, determined that two or more of directors are jointly to represent the Cooperative, such determination shall be deemed to be the determination under the provision of Article 261 paragraph 2 of the New Commercial Code which applies mutatis mutandis in Article 42 of the New Law.
16 In case there are no provisions for the particular directors to represent the Cooperative at the time of the enforcement of this Law, the registration of directors under Article 83 paragraph 2 item (7) of the Old Law shall have the same effect with that of the registration of Article 83 paragraph 2 item (8) of the New Law, until the latter registration is effected.
(Director's Liability for Acts)
17 With respect to director's liability for acts done by him before the enforcement of this, Law, the former provisions shall still prevail even after the enforcement of this Law.
18 In the case of release from the liability mentioned in the preceding paragraph after the enforcement of this Law, the provisions of the New Commercial Code shall apply mutatis mutandis to such release, notwithstanding the provision of the same paragraph.
19 In case an action to enforce the liability mentioned in paragraph 17 of this Supplementary Provisions is instituted after the enforcement of this Law, the provision of the preceding paragraph shall also apply to such action.
(Action against Directors)
20 In case an action has been brought against the directors before the enforcement of this Law in accordance with the provision of Article 267 paragraph 1 of the Old Commercial Code which applies mutatis mutandis in Article 42 of the Old Law, the former provision shall still prevail even after the enforcement of this Law to such action.
(Representative of Cooperative in Action between Cooperative and Directors)
21 In case a Cooperative has brought an action against the directors, or the directors against the cooperative before the enforcement of this Law, the provisions of Article 38 of the Old Law shall still apply to the person who are to represent the cooperative in such action even after the enforcement of this Law. However, this shall not apply after the person to represent the Cooperative has been determined in accordance with the provision of Article 261-(2) of the New Commercial Code which applies mutatis mutandis in Article 43 of the New Law.
(Bringing of Action, Etc. by Auditor)
22 In case the auditor has brought an action or made demand to Court before the enforcement of this Law, the former provisions shall still prevail, as to such action, or demand even after the enforcement of this Law.
(Provisions for Application Mutatis Mutandis to Auditors)
23 The provisions of paragraphs 17 to 20 inclusive of this Supplementary Provisions shall apply mutatis mutandis to the auditors.
(Provisions for Application Mutatis Mutandis to Liquidators)
24 The provisions of paragraphs 12, 14 to 21 inclusive of this Supplementary Provisions shall apply mutatis mutandis to the liquidators.
(Penal Provision)
25 As to the application of penal provisions to the acts committed before the enforcement of this Law, the former provisions shall still prevail.