I hereby promulgate the Law concerning the Adjustment, etc. of the Laws Concerned in Consequence of the Enforcement of the Law for Partial Amendment of the Commercial Code.
Signed:HIROHITO, Seal of the Emperor
This eighth day of the sixth month of the twenty-sixth year of Showa (June 8, 1951)
Prime Minister YOSHIDA Shigeru
Law concerning the Adjustment, etc. of the Laws Concerned in Consequence of the Enforcement of the Law for Partial Amendment of the Commercial Code
Article 1. The Canal Law (Law No.16 of 1913) shall be partially amended as follows:
Article 11 shall be amended as follows:
Article 2. The Law concerning Emergency Measures for the Accounts of Companies (Law No.7 of 1946) shall be partially amended as follows:
In Article 23 paragraph 2, "or Article 154 of the same Code or the provisions of Article 19 paragraph 1 of the Limited Private Companies Law" shall be amended as "or Article 154 of the same Code," and "or to make any resolution regarding consent" shall be deleted.
In Article 31 item (4), "or resolved the approval of" shall be deleted.
Article 3. The Law concerning the Temporary Measures for Dividend of Profits and Others of Corporations (Law No.190 of 1947) shall be partially amended as follows:
In Article 2 paragraph 1, "(amount transferred from reserves for the business year concerned, and profits carried over from the previous business year shall be excluded)" shall be amended as "(except the payment of the dividend in accordance with the provisions of Article 293-(2) of the Commercial Code, amount transferred from reserves for the business year concerned, and profits carried over from the previous business year shall be excluded)" and "paragraph 3" as "paragraph 2," items (2) to (5) inclusive of the same paragraph shall be deleted, and next to item (1) of the same paragraph the following two items shall be added:
(2) Amount to be set aside as earned surplus in accordance with the provisions of Article 288 of the Commercial Code (including the case where this applies with the necessary modifications under Article 46 paragraph 1 of the Law relating to "Yugen-Kaisha" ;
(3) Amount to be set aside as capital surplus in accordance with the provisions of Article 288-(2) of the Commercial Code (including the case where this applies with the necessary modifications under Article 46 paragraph 1 of the Law relating to "Yugen-Kaisha" ).
In Article 2 paragraph 1 item (6), "the foregoing four items" shall be amended as "the foregoing item." Item (6) and item (7) shall be made item (4) and item (5) respectively, and paragraph 2 of the same Article shall be deleted.
The following proviso shall be added to Article 3 paragraph 2:
;provided however, that, this shall not be applicable to the payment of dividend in accordance with the provisions of Article 293-(2) of the Commercial Code.
Article 6 paragraph 2 shall be amended as follows:
In cases where competent officials carry out search inspection pursuant to the provisions of the foregoing paragraph, they shall carry an identification card with them and show it to the parties concerned.
The following one paragraph shall be added to Article 6:
The power of cellecting a report and of search inspection prescribed by paragraph 1 shall not be construed as the authorization for the search of a crime.
In paragraph 3 of the Supplementary Provisions, "item (6)" shall be amended as "item (4)."
Article 4. The Tramways Law (Law No.76 of 1921) shall be partially amended as follows:
Article 21 shall be amended as follows:
In Article 26, "Article 7," and "Article 7 paragraph 2 and" shall be deleted.
Article 5. The Cabinet Order concerning the Liquidation of Property in Japan of Companies with Head Offices in Areas Formerly Occupied by Japan (Cabinet Order No.291 of 1949) shall be partially amended as follows:
In Article 17 paragraph 1 item (2), "a company which increases its capital in twice the sum or more" shall be amended as "a company which issues new stocks of the same number as or more than the total number of the issued stocks," ; "the firm name, object, amount of capital, names of promoters of the new company which is established or the company which increases its capital (hereinafter referred to as" the new company ")" as "as to the company which is established newly or the company weich issues new stocks (hereinafter referred to as" the new company "), matters mentioned in Article 166 paragraph 1 items (1) to (4) inclusive of the Commercial Code and the full names of promoters or directors" ;in paragraph 4 of the same Article, "investment of new capital" shall be amended as "payment of issue-price on stocks" ;in paragraph 5 of the same Article, "increase of capital" shall be amended as "issuance of new stocks."
In the Title of Article 25, "Increase of Capital" shall be amended as "Issuance of New Shares" ;in paragraph 3 of the same Article, "increase of capital" shall be amended as "issuance of new stocks," and "Article 348 items (2) to (4) inclusive, Article 353, Article 354 paragraphs 2 and 3 and Article 355" , as "Article 280-(2) item (3) and Article 280-(8)."
Article 6. The Construction Contractors Law (Law No.100 of 1949) shall be partially amended as follows:
In Article 6 item (3), "amount of its capital (amount of total investment, total amount of stocks or amount of total of invested amount and amount of stocks, and so forth)" shall be amended as "amount of its capital (including amount of total investment;hereinafter the same)."
Article 7. The Public Utilities Order (Cabinet Order No.343 of 1950) shall be partially amended as follows:
In Article 47 paragraph 1. "the amount of capital of a company" shall be amended as "total number of shares to be issued or fare value of a share at the issuance of the share having par value by a company."
Article 49 shall be amended as follows:
(Adjustment of Accounting)
Article 49. The public utility concern shall, establishing the business year, put its accounting in order according to the classification of titles of account, and forms of balance sheet, statement of profit and loss and other financial accounting, in accordance with the provisions of the Commission Regulations.
Article 8. The Cabinet Order concerning the Prohibition, etc. of the Use of "Zaibatsu" Trade Names (Cabinet Order No.7 of 1950) shall be partially amended as follows:
In Article 3 paragraph 2, "Article 58 paragraph 2" shall be amended as "Article 58 paragradh 1," ; "public procurator" , as "Attorney-General" , and "Article 16" as "Article 135-(5)" .
Article 9. The Assets Revaluation Law (Law No.110 of 1950) shall be partially amended as follows:
Article 112 paragraph 3 shall be deleted;in paragraph 4 of the same Article, "paragraph 2" shall be amended as "the preceding paragraph" ;paragraph 4 shall be made paragraph 3;in paragraph 5 of the same Article, "paragraphs 1 to 3 inclusive" shall be amended as "paragraph 1 and 2" ;and paragraph 5 shall be made paragraph 4.
Article 10. The Law relating to Prohibition of Private Monopoly and Methods of Preserving Fair Trade (Law No.54 of 1947) shall be partially amended as follows:
In Article 11 paragraph 2, "the total issue of stock of said company" shall be amended as "the total number of issued stocks of said company."
In Article 14 paragraph 2, "in excess of ten per centum (10%) of the total issue of stock of any one (1) of said companies" shall be amended as "in excess of ten per centum (10%) of the total number of the issued stocks of any one (1) of said companies."
Article 11. The Commodity Exchange Law (Law No.239 of 1950) shall be partially amended as follows:
Article 12 paragraph 7 shall be amended as follows:
7 The provisions of the text of Article 66 paragraph 6 and Article 70 of this Law and the provisions of Article 239 paragraph 5 and Article 240 paragraph 2 (Votes of Interested Parties), Article 244 (Minutes), Articles 247 to,250 inclusive, Article 252 and Article 253 (Annulment or Cancellation of Resolution) of the Commercial Code (Law No.48 of 1899) 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 12 paragraph 4 of the Commodity Exchange Law."
Article 18 shall be amended as follows:
(Application mutatis mutandis of the Commercial Code)
Article 18. The provisions of Article 193, Article 194 and Article 196 (Responsibility of Promoters) of the Commercial Code shall apply mutatis mutandis to the promoters of an exchange and the provisions of Article 428 (Annulment Establishment of Company) of the same Code shall apply mutadis mutandis to the establishment of an exchange.
In Article 44 paragraph 1 item (4), "the amount of capital (meaning total amount of shares, or total amount of stocks or the total of the total amount of shares and the total amount of stocks)" shall be amended as "the amount of capital (including total amount of shares)."
The Title of Article 56 shall be amended as "(Power of President and Director)" and paragraph 3 of the same Article shall be amended as follows:
3 The administration of the affairs of the exchange shall be decided, unless otherwise provided for by the Articles of Association, by a majority of the president and directors.
The following one Article shall be added next to Article 56:
(Power of Auditor)
Article 56-(2). The auditors shall audit the affairs of the exchange.
2 The auditors may at any time call on the president or directors for a report of affairs, or may investigate the affairs of the exchange and the state of its property.
3 The auditors shall investigate any documents which the president submits to the genenal meeting and shall report the opinions at the general meeting.
4 The auditors may also institute actions prescribed in Article 247 paragraph 1 of the Commercial Code which shall apply mutatis mutandis under Article 12 paragraph 7 or Article 71 and those prescribed in Article 428 of the Commercial Code which shall apply mutatis mutandis under Article 18.
The following one Article shall be added next to Article 60:
(Responsibility of President and Directors)
Article 60-(2). The president or director shall, when he has neglected his official duties, jointly assume responsibility to the exchange for compensation for damages.
2 The president or director, when he has acted in violation of laws and orders or the Articles of Association jointly assume responsibility to the third person for compensation for damages even in case he has done so in accordance with the resolution of a general meeting.
Article 65 shall be amended as follows:
(Application mutatis mutandis of the Commercial Code and Other Laws)
Article 65. The provisions of Article 254 paragraph 3 (Relation between Directors and Company), Article 266 paragraph 4 (Relieving of Responsibility of Directors), Articles 267 to 268-(3) inclusive (Action to Enforce the Liability of Directors) and Article 284 (Relieving of Responsibility of Director or Auditor) of the Commercial Code shall apply mutatis mutandis to president, directors or auditors of the exchange;and the provisions of Article 55 (Representation for Acts of Directors) of the Civil Code (Law No.89 of 1896) and Article 39 paragraph 2, Article 78, Article 262 (Responsibility of Apparent Representing Directors) and Article 269 (Reward of Directors) shall apply mutatis mutandis to president or directors;and the provisions of Article 60-(2) of this Law and Article 278 (Joint Responsibility of Auditors and Directors) of the Commercial Code shall apply mutatis mutandis to auditors.
The following one paragraph shall be added to Article 69 as paragraph 5:
5 The attending auditors shall also affix their signatures to the minutes of the general meeting.
Article 71 shall be amended as follows:
(Application mutatis mutandis of the Commercial Code)
Article 71. The provisions of Article 239 paragraph 5 and Article 240 paragraph 2 (Votes of Interested Parties), Article 244 (Minutes), Articles 247 to 250 inclusive, Article 252 and Article 253 (Annulment or Cancellation of Resolution) of the Commercial Code shall apply mutatis mutandis to the genenal meeting;in this case, "Article 343" in Article 247 paragraph 1 of the Commercial Code shall read "Article 68 paragraph 1 of the Commodity Exchange Law" .
In Article 76, "Articles 282 to 285 inclusive of the Commercial Code" shall be amended as "Articles 282 to 284 inclusive and Article 285 of the Commercial Code" .
Article 101 paragraph 2 shall be amended as follows:
2 The provisions of Article 56-(2) paragraph 2 and 3, Article 60-(2), Articles 62 to 64 inclusive, Article 66 and Article 75 of this Law and Articles 76 to 78 inclusive (Representative Right of Members of Partnership), Article 244 paragraph 2 (Person having duty for Signing on Minutes), Article 247, Article 249 (Cancellation of Resolution at a General Meeting), Article 254 paragraph 3 (Relation between Directors and Company), Article 266 paragraph 4 (Relieving of Responsibility of Directors), Articles 267 to 268-(3)(Action to Enforce the Liability of Directors), Article 269 (Reward of Directors), Article 278 (Joint Liability of Auditor and Director) and Articles 282 to 284 inclusive (Director's Duty for giving Public Notice of Documents of Accounts and for Submitting them to General Meeting, and Relieving of Responsibility of Director or Auditor) of the Commercial Code shall apply mutatis mutandis to the liquidator;in this case, "consent of all members" in Article 76 and Article 77 paragraph 1 of the Commercial Code shall read "resolution of a general meeting" , and "Article 343" in Article 247 paragraph 1 of the same Law shall read "Article 68 paragraph 1 of the Commodity Exchange Law" and "documents listed in the preceding Article" and "documents listed in Article 281" in Article 282 paragraph 1 and Article 283 paragraph 1 of the same Law shall read "documents designated in Article 75 which is applicable mutatis mutandis under Article 101 paragraph 2 of the Commodity Exchange Law" .
Article 12. The Ship's Law (Law No.46 of 1899) shall be partially amended as follows:
In Article 1 paragraph 1 item (3), "and" kabushiki-goshi-kaisha""and paragraph 2 of the same Article shall be deleted.
Article 13. The Private Railways Law (Law No.52 of 1919) shall be partially amended as follows:
Articles 5 to 7 inclusive shall be amended as follows:
Articles 5 to 7 inclusive. Deleted.
Article 14. The Railway Mortgage Law (Law No.53 of 1905) shall be partially amended as follows:
In Article 5, ", after payment of one-fourth or more of the total stock value, upon a resolution in the same manner as for an amendment of the articles of incorporation and" shall be deleted.
Article 6 shall be amended as follows:
Supplementary Provisions:
1 This Law shall come into force as from July 1, 1951.
2 With respect to the distribution of profits or surplus decided through the approval of a general meeting of shareholders or other legal proceedings prior to the enforcement of this Law, the former rule shall still apply.
3 With respect a "kabushiki-goshi-kaisha" and a "goshi-kaisha" incorporated before the enforcement of the Commercial Code (Law No.48 of 1899), the former rule shall still apply.
4 With respect to the application of penal provisions to the acts done prior to the enforcement of this Law, the former rule shall still apply.
Prime Minister YOSHIDA Shigeru
Attorney-General OHASHI Takeo
Minister of Finance IKEDA Hayato
Minister of International Trade and Industry YOKOO Shigemi
Minister of Transportation YAMAZAKI Takeshi
Minister of Construction, pro tempore Minister of State SUTO Hideo