(Definition) Article 1. The term "New Code" as used in this Law, shall mean the Commercial Code as amended by the Law for Partial Amendment of the Commercial Code (Law No.167 of 1950) and the term "Old Code" shall mean the former Commercial Code and the provisions of paragraph 2 of the Supplementary Provisions of the Law for Partial Amendment of the Commercial Code.

(Principle) Article 2. The New Code shall, unless otherwise provided for, apply also to any matter which has arisen before the enforcement of the New Code, without prejudice, however, to any effect which may have been completed under the Old Code. 2 Any provision of the Articles of Incorporation or clause of contract in conflict with any provision of the New Code shall lose its effect from the day of the enforcement of the New Code.

(Order of Dissolution) Article 3. The Old Code shall still apply even after the enforcement of the New Code to those cases which are provided for in Article 58 of the Old Code and about which application has been filed with the Court or the proceedings have been commenced by the Court before the enforcement of the New Code and to such related cases as are provided for in the said Article. 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.) Article 4. The provisions of the Old Code relating to securities to be furnished with respect to the application for the order of dissolution or the institution of action shall apply only to securities which have been furnished before the enforcement of the New Code.

(Incorporation of "Kabushiki-Kaisha" ) Article 5. In cases where the promoters of a company have taken up the whole of the shares or have commenced to invite the subscription for shares before the enforcement of the New Code, the Old Code shall still apply to the incorporation of such company even after the enforcement of the New Code. However, if the registration of incorporation is effected after the enforcement of the New Code, this shall not apply to the matters to be registered.

(Articles of Incorporation of "Kabushiki-Kaisha" ) Article 6. In the case of a "kabushiki-kaisha" which has come into exsistence before the enforcement of the New Code, the total number of shares issued before the enforcement of the New Code, and in the case of a "kabushiki-kaisha" which comes into existence in accordance with the Old Code after of enforcement of the New Code, the number of shares issued at the time of incorporation, shall be deemed to have been provided for by the Articles of Incorpoation as the total number of the shares authorized to be issued by such company. 2 The matters provided for by the Articles of Incorporation in accordance with the provisions of Article 168 paragraph 1 item (2) of the Old Code shall be deemed to have been provided for in accordance with the provisions of Article 222 paragraph 2 of the New Code.

(Registration of "Kabushiki-Kaisha" ) Article 7. A "kabushiki-kaisha" which has come into existence before the enforcement of the New Code shall, within six months from the day of the enforcement of the New Code, register any matter which has become necessary to register in accordance with the New Code. 2 If other registrations are effected before the registration mentioned in the preceding paragraph is effected, the registration mentioned in the same paragraph shall be effected simul taneously with such registrations. 3 If the matter mentioned in paragraph 1 has been altered before the registration mentioned in the same paragraph is effected, the regis tration mentioned in the same paragraph shall be effected without delay in respect of the matter before such alteration. 4 In case of a violation of the provisions of the preceding three paragraphs, representing directors of the company shall be liable to an administrative penalty not exceeding thirty thousand yen.

(Promoters'Liability for Making Good) Article 8. The provisions of Article 192 paragraph 1 of the New Code shall apply also in cases where a company has come into existence in accordance with the Old Code after the enforcement of the New Code. The same shall apply also if, in cases where a company has come into existence in accordance with the Old Code before the enforcement of the New Code, a subscription for shares has been rescinded after the enforcement of the New Code.

(Release from and Enforcement of Liability relating to Incorporation) Article 9. In cases where promoters, directors or auditors are released from liability relating to the incorporation of the company after the enforcement of the New Code, the New Code shall apply in regard to such release, even if the company has come into existence in accordance with the Old Code. 2 In cases where an action to enforce the liability mentioned in the preceding paragraph is instituted after the enforcement of the New Code, the same paragraph shall also apply in regard to such action.

(Amount of Each of Shares Having Par Value. Consolidation of Shares) Article 10. The provisions of Article 202 paragraph 2 of the Old Code shall apply to the amount of the shares having par value issued by a "kabushiki-kaisha" which comes into existence in accordance with the Old Code after the enforcement of the New Code. 2 A "kakushiki-kaisha" which has come into existence in accordance with the Old Code may, for the purpose of converting shares whose face value is less than 500 yen into those whose face value is not less than 500 yen, consolidate shares by the resolution provided for in Article 343 of the New Code. In this case, the provisions of Articles 377 to 379 inclusive of the New Code shall apply with the necessary modifications.

(Transfer of Non-bearer Share) Article 11. With respect to the transfer of a non-bearer share effected before the enforcement of the New Code, the Old Code shall still apply even after the enforcement of the New Code. However, this shall not preclude the application of the provisions of Article 205 paragraphs 2 and 3 of the New Code.

(Entry in Register of Shareholders) Article 12. In the register of shareholders of a "kabushiki-kaisha" which has come into existence in accordance with the Old Code, it is not necessary, until the company issues shares without par value, to enter that shares are those having par value.

(Period for Closing Register of Shareholders and Record Date) Article 13. The provisions of Article 224-(2) of the New Code shall apply as from the day following the termination of the first ordinary general meeting held after the enforcement of the New Code and, if the period for closing the register of shareholders running at the time of the enforcement of the New Code ends after the abovementioned day, as from the day following the end of such period.

(Acquisition of Share Certificate) Article 14. In cases where a share certificate has been acquired by an indorsement before the enforcement of the New Code, the provisions of Article 229 paragraph 2 of the Old Code shall still apply to such acquisition even after the enforcement of the New Code. However, in cases where such share certificate has been acquired by an indorsement made after the enforcement of the New Code, the provisions of Article 229 of the New Code shall apply to such acquisition.

(Convening of Extraordinary General Meeting by Auditor) Article 15. In cases where an auditor has convened an extraordinary general meeting before the enforcement of the New Code, the provisions of Article 235 paragraph 2 of the Old Code shall still apply to such extraordinary general meeting even after the enforcement of the New Code.

(Demand for Convening of General Meeting by Minority Shareholders) Article 16. In cases where the demand for convening a general meeting in accordance with the provisions of Article 237 paragraph 1 of the Old Code has been made before the enforcement of the New Code, such demand shall be deemed to be the demand made in accordance with the provisions of Article 237 paragraph 1 of the New Code.

(Resolution of General Meeting) Article 17. With respect to the conditions of the resolution of a general meeting of a "kabushiki-kaisha" which has come into existence in accordance with the Old Code, the Old Code shall, until the earlier of the following dates, still apply even after the enforcement of the New Code: (1) The day of the termination of the first ordinary general meeting held after the enforcement of the New Code; (2) As regards a company which is to convene an ordinary general meeting once a year, June 30, 1952;as regards other companies, December 31, 1951. 2 The provisions of the preceding paragraph shall not apply where the Articles of Incorporation has been altered in conformity with the New Code before the earlier of the dates mentioned in two items of the same paragraph. 3 The provisions of paragraph 1 shall not apply to the resolution mentioned in Article 264 paragraph 2 and Article 266 paragraph 5. 4 In cases where the notice of convening of the meeting was despatched or the public notice thereof given before the enforcement of the New Code for the general meeting which is to adopt a resolution after the enforcement of the New Code, neither the notice nor public notice of the convening shall be required toward the shareholders who have come to be entitled to a vote by the enforcement of the New Code. 5 The provisions of the preceding paragraph shall apply with necessary modifications to the general meeting of certain classes of shareholders.

(Notice or Public Notice of Convening General Meeting) Article 18. In cases where the notice or public notice of convening was despatched or given to the shareholders before the enforcement of the New Code with reference to a general meeting for resolution of the matters mentioned in the items of Article 245 paragraph 1 of the New Code, the provisions of paragraph 2 of the same Article shall not apply to such notice or public notice.

(Action Rescinding Resolution) Article 19. In cases where the period provided for in Article 248 paragraph 1 of the Old Code has not expired at the time of the enforcement of the New Code with respect to an action rescinding resolution, the New Code shall apply to the period for bringing such action rescinding resolution.

(Election and Term of Office of Director) Article 20. The provisions of Articles 256-(3) and 256-(4) of the New Code shall apply as from the day following the termination of the first ordinary general meeting held after the enforcement of the New Code. 2 With respect to the term of office of a director who is holding office at the time of the enforcement of the New Code, the Old Code shall still apply even after the enforcement of the New Code. However, the term of office of such director shall not continue beyond the day of the termination of the first ordinary general meeting after the lapse of two years from the day of the enforcement of the New Code.

(Representing Directors) Article 21. Directors who are authorized to represent the company in accordance with the Old Code shall be deemed to be the particular directors who shall represent the company in accordance with the New Code. 2 In cases where the company has, in accordance with the Old Code, determined that two or more of directors shall jointly represent the company, such provisions shall be deemed to be provisions under the provisions of Article 261 paragraph 2 of the New Code. 3 In cases where there is no provision for the particular directors who shall represent the company at the time of the enforcement of the New Code, the registration of directors under Article 188 paragraph 2 item (9) of the Old Code shall have the same effect as the registration under Article 188 paragraph 2 item (8) of the New Code until the latter registration is effected.

(Directors'Liability for Acts) Article 22. With respect to directors'liability for acts done by them before the enforcement of the New Code, the Old Code shall still apply even after the enforcement of the New Code. 2 In the case of release from the liability mentioned in the preceding paragraph after the enforcement of the New Code, the New Code shall apply to such release, notwithstanding the provisions of the same paragraph. 3 In cases where an action to enforce the liability mentioned in paragraph 1 is instituted after the enforcement of the New Code, the provisions of the preceding paragraph shall also apply to such action.

(Action against Directors and Liability of Shareholders who have Demanded Bringing of Action) Article 23. In cases where an action has been brought against the directors in accordance with the provisions of Article 267 paragraph 1 or Article 268 paragraph 1 of the Old Code before the enforcement of the New Code, the Old Code shall still apply even after the enforcement of the New Code to such action and the liability of the shareholders who have demanded the bringing of such action.

(Demand, etc. under Article 272 of Old Code) Article 24. With respect to cases where a demand has been made for suspending the execution of the duties of the director or for appointing an acting director in accordance with the provisions of Article 272 of the Old Code before the enforcement of the New Code, the provisions of the said Article shall still apply even after the enforcement of the New Code.

(Term of Office of Auditor) Article 25. With respect to the term of office of an auditor who is holding office at the time of the enforcement of the New Code, the Old Code shall still apply even after the enforcement of the New Code. However, the term of office of such auditor shall not continue beyond the day of the termination of the first ordinary general meeting after the lapse of one year from the day of the enforcement of the New Code.

(Auditor to Discharge Temperarily Duties of Director) Article 26. In cases where the auditor to discharge temporarily the duties of a director has been appointed before the enforcement of the New Code, with respect to such auditor, the provisions of the proviso to paragraph 1 and paragraphs 2 and 3 of Article 276 of the Old Code shall still apply even after the enforcement of the New Code.

(Representative of Company in Action between Company and Directors) Article 27. In cases where a company has brought an action against the directors, or the directors against the company before the enforcement of the New Code, the provisions of Article 277 of the Old Code shall still apply to the person who shall represent the company in such action even after the enforcement of the New Code. However, this shall not apply after the person who shall represent the company has been determined in accordance with the New Code.

(Bringing of Action, etc. by Auditor) Article 28. In cases where the auditor has brought an action or made demand or application, to the Court before the enforcement of the New Code, the Old Code shall still apply to such action, demand or application even after the enforcement of the New Code.

(Action against Auditors and Liability of Shareholders who have Demanded Bringing of Action) Article 29. The provisions of Article 23 shall apply with the necessary modifications to the action which has been brought against the auditors in accordance with the provisions of Article 279 paragraph 1 of the Old Code before the enforcement of the New Code and the liability of shareholders who have demanded the bringing of such action.

(Provisions applicable with Necessary Modifications as to Auditors) Article 30. The provisions of Articles 22 and 24 shall apply with the necessary modifications to auditors.

(Expenses for Issuance of New Shares) Article 31. In cases where a capital is increased in accordance with the Old Code after the enforcement of the New Code, the provisions of Article 286-(2) of the New Code shall apply to the amount of expenses necessary for the issuance of shares.

(Amount in Excess of Face Value) Article 32. In cases where a "kabushiki-kaisha" which comes into existence or increases its capital in accordance with the Old Code after the enforcement of the New Code issues shares at a price above their face value, the provisions of Article 288-(2) of the New Code shall apply to the amount exceeding their face value.

(Reserve Fund) Article 33. The reserve fund set aside in accordance with the provisions of Article 288 of the Old Code shall be deemed to have been set aside as the earned surplus. 2 The company may charge a part of the earned surplus mentioned in the preceding paragraph into the capital surplus before the first period for the settlement of accounts after the enforcement of the New Code.

(Interest during Construction) Article 34. The provisions of the Articles of Incorporation in accordance with the Old Code to the effect that interest shall be distributed before the commencement of business shall be deemed to be the provisions of the Articles of Incorporation in accordance with the New Code to the effect that interest shall be distributed before the commencement of business, in respect to the shares which have been issued before the enforcement of the New Code and the shares issued by the increase of the capital after the enforcement of the New Code, or the shares issued at the time of incorporation by a "kabushiki-kaisha" which comes into existence in accordance with the Old Code after the enforcement of the New Code. However, in cases where the Articles of Incoporation has the provisions to the effect that interest shall not be distributed in respect to the shares issued by the increase of capital, this shall not apply to such shares. 2 The amount of interest which has been distributed in accordance with the Old Code before the enforcement of the New Code shall be deemed to be the amount of interest distributed in accordance with the New Code.

(Detailed Statement) Article 35. The provisions of Article 293-(5) of the New Code shall apply as from the first period for the settlement of accounts after the enforcement of the New Code.

(Order to Convene General Meeting) Article 36. In cases where the order to convene a general meeting of shareholders in accordance with the provisions of Article 294 paragraph 3 of the Old Code has been given before the enforcement of the New Code, the Old Code shall still apply, to such convening of a general meeting, even after the enforcement of the New Code.

(Invitation of Subscriptions for Debentures) Article 37. In cases where a resolution to invite subscriptions for debentures has been adopted before the enforcement of the New Code, the Old Code shall still apply to such invitation of subscriptions for debentures, even after the enforcement of the New Code.

(Resolution of Meeting of Debenture Holders) Article 38. In cases where a resolution of a meeting of debenture holders is adopted after the enforcement of the New Code, the New Code shall apply to the conditions for such resolution even if the notice of the convening was despatched or the public notice thereof given before the enforcement of the New Code.

(Increase of Capital) Article 39. In cases where a resolution for increasing the capital has been adopted before the enforcement of the New Code, the Old Code shall still apply to such increase of the capital, even after the enforcement of the New Code. However, with respect to the registration of increase of capital to be effected after the enforcement of the New Code, the registration of alteration due to the issuance of new shares in accordance with the New Code shall be effected, instead of the above registration, in accordance with the Old Code. 2 In the case mentioned in the preceding paragraph, the provisions of Article 280-(3) of the New Code shall apply, notwithstanding the provisions of the same paragraph, if the date fixed for payment on shares falls after the in enforcement of the New Code. 3 In cases where the capital is increased in accordance with the Old Code after the enforcement of the New Code, the increase of the number of shares resulting from such increase of the capital shall be deemed to be the increase of such total number of shares authorized to be issued by the company as is deemed to have been provided for by the Articles of Incorporation.

(Agreement to Give Pre-emptive Right) Article 40. If the agreement under Article 349 of the Old Code has been made before the enforcement of the New Code, provision shall be made therein that those who are given the preemptive right to new shares by such agreement shall be given the pre-emptive right to new shares when the total number of shares the company is authorized to issue is increased in accordance with the New Code.

(Directors'Liability for Making Good) Article 41. The provisions of Article 280-(13) of the New Code shall apply with the necessary modifications in cases where the capital is increased in accordance with the Old Code after the enforcement of the New Code.

(Convertible Shares) Article 42. In cases where the Articles of In corporation has provided, in accordance with the provisions of Article 359 of the Old Code before the enforcement of the New Code, that shareholders who have taken new shares may demand that the new shares they have taken be converted into another class of shares, the provisions of Articles 360 to 362 inclusive of the Old Code shall still apply to such shares, even after the enforcement of the New Code. 2 In cases where there has been a conversion with respect to the shares mentioned in the preceding paragraph after the enforcement of the New Code, the increase or decrease in the number of each class of shares resulting from such conversion shall be deemed to be the increase or decrease in such number of each class of shares to be issued by the company as is deemed to have been provided for by the Articles of Incorporation. 3 In the case mentioned in the preceding paragraph, the registration of alteration in consequence of conversion shall be effected at the seat of the principal office and of each branch office within one month of the last day of each fiscal period.

(Convertible Debentures) Article 43. In cases where a resolution has been adopted, in accordance with the provisions of Article 364 of the Old Code before the enforcement of the New Code, to the effect that the debenture holders may demand that their debentures be converted into shares, the provisions of Articles 365 to 368 inclusive of the Old Code shall still apply to such debenture, even after the enforcement of the New Code. 2 In the case mentioned in the preceding paragraph, the number of shares and the number of each class of shares, to be issued by conversions after the eonforcement of the New Code, shall be added to such total number of shares authorized to be issued by the company and such number of each class of shares as is deemed to have been provided for by the Articles of Incorporation in accordance with the provisions of Article 6. 3 The provisions of Article 222-(2) paragraph 2 of the New Code shall apply with the necessary modifications in the case mentioned in the preceding paragraph. 4 In cases where there has been a conversion with respect to the debentures mentioned in paragraph 1 after the enforcement of the New Code, the registration of alteration due to conversion shall be effected at the seat of the principal office and of each branch office within one month of the last day of each fiscal period.

(Amalgamation of Companies) Article 44. If, in cases where the company which is to continue to exist after the amalgamation or which is to be formed by the amalgamation is a "kabushiki-kaisha" , the consent of all the members of either of the amalgamating companies or the approval of a general meeting of shareholders of either of them has been obtained in respect of the written agreement for amalgamation before the enforcement of the New Code, the Old Code shall still apply to such amalgamation even after the enforcement of the New Code. However, with respect to the registration of alteration or incorporation through amalgamation to be effected after the enforcement of the New Code, such registration in accordance with the New Code shall be effected, instead of such registration in accordance with the Old Code. 2 In the case mentioned in the preceding paragraph, the provisions of Article 408-(2) of the New Code shall apply, notwithstanding the provisions of the same paragraph, to a "kabushiki-kaisha" which adopts after the enforcement of the New Code the resolution of approval of the written agreement for amalgamation.

(Provisions Applicable with Necessary Modifications to Liquidators) Article 45. The provisions of Articles 16, 21 to 24 inclusive, 26, 27 and 35 shall apply with the necessary modifications to liquidators.

( "Kabushiki-Goshi-Kaisha" ) Article 46. With respect to a "kabushiki-goshi-kaisha" which has come into existence before the enforcement of the New Code, the Old Code shall still apply even after the enforcement of the New Code. 2 In cases where a "kabushiki-goshi-kaisha" effects amalgamation after the enforcement of the New Code, the company which is to continue to exist after the amalgamation or which is to be formed by the amalgamation must be a "kabushiki-kaisha" , notwithstanding the provisions of the preceding paragraph. In this case, the written agreement for amalgamation must be made in accordance with the provisions of Articles 409 and 410 of the New Code. 3 A "kabushiki-goshi-kaisha" which still exists at the time when five years have elapsed from the day of the enforcement of the New Code shall be dissolved at such time.

(Registration of Foreign Company) Article 47. In cases where a foreign company has effected the registration of the establishment of its branch office in accordance with the Old Code before the enforcement of the New Code, such registration of the establishment of its branch office shall be deemed to be the registration provided for in Article 479 paragraph 2 of the New Code. However, such company shall effect the registration of any matter which has become necessary to register in accordance with the New Code within six months from the day of the enforcement of the New Code. 2 A foreign company which has come to require the registration provided for in Article 479 paragraphs 2 and 3 of the New Code shall effect such registration within six months from the day of the enforcement of the New Code, except the case mentioned in the preceding paragraph. 3 In case of a violation of the provisions of the proviso to paragraph 1 or of the preceding paragraph, the representative in Japan of the company shall be liable to an administrative penalty not exceeding thirty thousand yen.

(Order of Closing Branch Office of Foreign Company) Article 48. The provisions of Article 3 shall apply with the necessary modifications to the cases provided for in Article 484 of the Old Code and to the liability of the persons whose application in respect of such cases has been rejected.

(Penal Provisions) Article 49. As to the application of penal provisions to acts committed before the enforcement of the New Code, the former rule shall still apply. 2 In cases where the provisions of Book II, Chapter VII of the Old Code shall apply to an act committed after the enforcement of the New Code, "ten thousand yen," "five thousand yen," "three thousand yen" and "one thousand yen" in such provisions shall respectively read "five hundred thousand yen," "three hundred thousand yen," "two hundred thousand yen" and "fifty thousand yen."