The Law of Procedure in Non-contentious Matters (Law No.14 of 1898) shall be partially amended as follows:
In the contents, "Section 7. Registration of a Limited Company En Commandite" shall be amended as "Section 7. Deleted" .
In Article 26, "or the Attorney-General" shall be added next to "public procurator" .
In Article 124, "Articles 117 and 202 to 204 inclusive" shall be amended as "Articles 117,202 and 204" .
In Article 125 paragraph 1, "Articles 139-(2),141 to 150 inclusive" shall be amended as "Articles 139-(2),142 to 150 inclusive" .
Article 126 paragraph 1 shall be amended as follows, and in paragraph 3 of the same Article, "a branch office" shall be amended as "a business office" :
The cases mentioned in Articles 58,178,237 paragraph 2,245-(3) paragraph 3,258 paragraph 2,280-(18) paragraph 2,379 paragraph 1 of the Commercial Code and the provisions to which these provisions apply mutatis mutandis, and Articles 153 paragraph 2,173 paragraphs 1 and 2,181 paragraph 1,280-(8) paragraphs 1 and 2,291 paragraph 2, and 294 of the same Code as well as in the proviso to Article 8 paragraph 1, Articles 45 and 67 paragraph 3 of the "Yugen Kaisha" Law shall come under the jurisdiction of the district court of the locality in which the principal office of the company is situated.
Next to "paragraph 2" in Article 129 paragraph 1, there shall be added "or Article 280-(8) paragraph 2" , and next to "promoters" in paragraphs 2 and 3 of the same Article, there shall be added "or persons making investment in kind" .
In Article 129-(3), "Articles 173 paragraph 1,181 paragraph 1,294 paragraph 1, or Article 353 paragraph 1" shall be amended as "Articles 173 paragraph 1,181 paragraph 1,280-(8) paragraph 1 or Article 294 paragraph 1" .
In Article 132-(2), "Article 370 paragraph 1" shall be amended as "Article 280-(14)" .
In Article 132-(4) paragraph 1, "Article 261 paragraph 3 and" shall be added before "Article 280 of the same Code" .
In Article 132-(5) paragraph 1, "(including cases where the provisions shall be applicable with the necessary modifications under Article 272 paragraph 2 of the same Code)" shall be deleted.
Article 132-(6) shall be amended as follows:
Article 132-(6). Hearing in regard to a petition under the provisions of Article 245-(3) paragraph 3 of the Commercial Code (including the cases in which the said provisions is applicable mutatis mutandis under Article 408-(2) paragraph 2 of the same Code) may not be held before the expiration of the period provided for in the same paragraph.
The court shall, before making a decision, hear the statement of a director (directors) and the shareholder who has filed the petition.
The provisions of Articles 129 paragraph 1,129-(4) paragraph 3 of the preceding Article and Article 133-(2) paragraph 3 shall apply mutatis mutandis to the decision on the petition mentioned in paragraph 1.
In Article 133, "(including cases where the provisions shall be applicable with the necessary modifications under Article 292 paragraph 3 of the same Code)" shall be deleted.
In Article 133-(2) paragraph 1, "Article 374" shall be amended as "Article 280-(18)," and "an increase of capital," as "the issuance of new shares" .
In Article 134 paragraph 1, "Article 58 paragraphs 1 and 2" shall be amended as "Article 58 paragraph 1," and "the public procurator" in paragraph 2 of the same Article, as "the Attorney-General" , and the following three paragraphs shall be added in the same Article:
In case a hearing is held by a court, the Attorney-General may be present at it.
The case and the date of hearing shall be notified to the Attorney-General.
The provisions of Article 15 shall not be applicable to the case referred to in paragraph 1.
In Article 134-(2), "the public procurator" shall be amended as "the Attorney-General" .
In Article 134-(3), "any of paragraphs 1 and 2 of Article 38" shall be amended as "Article 58 paragraph 1" , and the following one Article shall be added next to the same Article:
Article 134-(4). In case the Agency or a person referred to in Article 16 has, in the course of duties, become aware of the case in which request or warning shall be made in accordance with Article 58 paragraph 1 of the Commercial Code, it or he shall notify the Attorney-General to that effect.
In Article 135-(2) paragraph 1, "Article 58 paragraph 3" shall be amended as "Article 58 paragraph 2" .
In Article 135-(3) paragraph 3, "The public procurator" shall be amended as "The Attorney-General" .
In Article 135-(4) paragraph 1, "Article 58 paragraph 3" shall be amended as "Article 58 paragraph 2" .
In Article 135-(9) paragraph 3, "a branch office" shall be amended as "a business office" , and paragraph 1 of the same Article shall be deleted.
In Article 135-(10) paragraph 1, Articles 147 and 458 paragraph 1 "shall be amended as Article 147" .
In Article 135-(15) paragraph 1, "and 376 paragraph 3 of the Commercial Code and the provisions under which these provisions shall be applicable with necessary modifications" shall be amended as "and Article 376 paragraph 3 of the Commercial Code and the provisions under which these provisions shall be applicable with necessary modifications" . (Remarks:The purport of this amendment to Article 135-(15) paragraph 1 is to interchange, in the Japanese text, the words "oyobi (and)" and "narabini (and)" . Therefore there is no change in its English text.)
Article 135-(22) shall be amended as follows:
Article 135-(22). Deleted.
In Article 135-(35), "the request of the registration of the institution of a process or reorganization" shall be amended as "the request mentioned in the preceding paragraph" , and the following one paragraph shall be added to the same Article as paragraph 1:
In case the institution of reorganization has been ordered the court shall forthwith requisition the Registry Office of the locality in which the principal office and branch office (s) are situated to effect the registration thereof.
In Article 135-(38), "has annulled or altered the dispositions" shall be amended as "has offected disposition, or annulled or altered such disposition" .
In Article 135-(39) paragraph 1, "Article 387 of the Commercial Code or" , and in paragraph 2 of the same Article "Article 387 paragraph 2 of the Commercial Code or" shall be deleted.
In Article 135-(58) paragraph 1, "of the registration or recording mentioned in Article 387 of the Commercial Code or" shall be deleted.
In Article 136, "a limited company en commandite" shall be deleted.
In Article 137-(2), "Articles 132-(4) to 132-(6) inclusive" shall be amended as "Articles 132-(4) and 132-(5)" , and "a limited company en commandite" shall be deleted.
In Article 140, item (8) shall be deleted, and items (9) and (10) shall be made items (8) and (9) respectively.
Article 141 shall be amended as follows:
In Article 145 paragraph 1 and Article 146, "The Judicial Affairs Bureau" shall be amended as "The Legal Affairs Bureau or the District Legal Affairs Bureau" .
Next to Article 156-(2), the following one Article shall be added:
Article 156-(3). Each Registry Office shall keep the closed registration book.
The provisions of Article 142, Article 143 and the preceding Article shall apply mutatis mutandis to the closed registration book.
In Article 157, "Articles 10, 18, 20" shall be amended as "Article 10" , and "153 and 154," as "153,154 and 157."
Article 177-(2) shall be amended as follows:
Article 177-(2). The provisions of Article,135-(6) shall apply mutatis mutandis in cases where the decision for the dismissal of a liquidator has been rendered.
Next to Article 177-(2), the following one Article shall be added:
Article 177-(3). The provisions of Article 188-(2) shall apply mutatis mutandis to the suspension of the execution of duties of a liquidator of a "kabushiki kaisha" and of a "yugen kaisha" and to the person acting for him.
In Article 182 paragraph 3, "(including cases where the provisions shall be applicable with the necessary modifications under Article 458 paragraph 2 of that Code)" shall be deleted.
The items in Article 187 paragraph 2 shall be amended as follows:
(1) The articles of incorporation;
(2) The documents proving the application for subscription for shares and the taking of promoter's shares;
(3) In case the promoters have determined the matter provided for in Article 168-(2) of the Commercial Code, the document to prove such determination;
(4) Reports of investigation by the directors, auditors or inspectors and annexed documents thereto;
(5) The copy of a court decision, if any, in regard to an inspector's report;
(6) In case the promoters have appointed the directors and auditors, the document related thereto;
(7) The minutes of the constituent general meeting;
(8) The minutes of the directors'meeting in respect of the representative director;
(9) In case a transfer agent or a registrar has been appointed, the documents proving such appointment;
(10) The certificate concerning custody of money received in payment for shares by the bank or trust company which handled the payment for shares.
In Article 188 paragraph 1, "the director who is to represent the company" shall be amended as "the representative director" .
In Article 188-(2) paragraph 1, "Article 280 of that Code" shall be amended as "Article 261 paragraph 3 and Article 280 of the same Code" , and "Article 272 paragraph 2 and" shall be deleted.
Article 188-(3) shall be amended as follows:
Article 188-(3). In the application for registration of alteration due to the increase of the total number of shares issued by a company, there shall be entered the matters provided for in the articles of incorporation under Article 347 paragraph 2 of the Commercial Code.
Next to Article 188-(3), the following one Article shall be added:
Article 188-(4). The provisions of Article 135-(6) shall apply mutatis mutandis in cases where the judgment of dismissal of a director or an auditor has become finally binding.
Article 189 shall be amended as follows:
Article 189. The application for registration of an alteration due to the issuance of new shares of a company shall be accompanied with the following documents:
(1) The articles of incorporation;
(2) The documents, proving the application for subscription for shares and the taking of promoter's shares;
(3) Reports on the investigation conducted by an inspector in accordance with the provisions of Article 280-(8) of the Commercial Code and their annexed documents;
(4) The copy of a court decision, if any, in regard to the inspector's reports;
(5) The minutes of the directors'meeting or the general meeting of shareholders in regard to the issuance of new shares;
(6) Certificate of custody of the money received in payment for shares by the bank or the trust company which handled the payment for shares.
In Article 189-(2), "Article 363 paragraph 1 and Article 369 paragraph 1 of the Commercial Code" shall be amended as "Article 222-(7) of the Commercial Code (including the cases where that provisions are applicable mutatis mutandis under Article 341-(5) of the same Code)" .
Article 190 paragraph 1 shall be deleted, and in paragraph 2 of the said Article, "the reduction of capital" shall be amended as "an alteration due to the reduction of capital" .
In Article 191 paragraph 1, "the director who is to represent the company" shall be amended as "the representative director" , and in paragraph 2 item (2) of the same Article, "subscription for debentures" as "application for subscription for debentures and taking of promoter's shares" , and in the same paragraph, item (3) shall be deleted, and item (4) shall be made item (3), item (5) be made item (4), and in the same item, "a general meeting of shareholders" shall be amended as "a directors'meeting" , and item (6) shall be made item (5), and next to the same item the following one item shall be added:
(6) In case a transfer agent has been appointed, documents proving such fact.
In Article 193 paragraph 1, "and if dissolved by an assignment of the entire business, documents proving that assignment" shall be deleted.
In Article 193-(2) paragraph 1, items (2) and (4) shall be deleted, items (3) and (5) shall be made items (2) and (3) respectively, and to paragraph 2 of the same Article the following proviso shall be added:
;provided that, in case the location of the principal office of the company which is to continue to exist and that of the principal office of the company which ceases to exist due to the amalgamation are in the jurisdiction of one and the same Registry Office, the extract copy of the registration book need not be appended.
In Article 193-(3) paragraph 1 item (3), "items (1), (7) and (8)" shall be added next to "paragraph 2" .
Article 195 shall be amended as follows:
Article 195. The registration of an alteration, incorporation and continuance of existence of a company due to dissolution or amalgamation shall be effected on the basis of an application therefore by all the directors and auditors.
In Article 195-(4), "Article 372" shall be amended as "Article 280-(16)" .
"Section VII. Registration of a Limited Company en Commandite" shall be amended as "Section VII. Deleted" .
Articles 196 to 201-(3) inclusive shall be amended as follows:
Article 196 to 201-(3) inclusive. Deleted.
In Article 201-(5), "registration of the increase of capital" shall be amended as "registration of an alteration due to the increase of capital" .
In Article 201-(6), "registration of the reduction of capital" shall be amended as "registration of an alteration due to the reduction of capital" .
In Article 201-(8) paragraph 1, item (3) shall be deleted, and item (4) shall be made item (3).
Article 201-(9) paragraph 1 item (3) shall be amended as follows:
(3) The articles of incorporation;
In Article 201-(11), "of the increase or the reduction of capital," shall be deleted.
In Article 201-(12) paragraph 2, item (2) shall be deleted, item (3) shall be made item (2) and the numbering of the following items be moved up by one respectively.
In Article 201-(13), "188 to 188-(3) inclusive" shall be amended as "188,188-(2) and 188-(4)," and the same Article shall be made Article 201-(14).
Next to Article 201-(12), the following one Article shall be added:
Article 201-(13). The provisions of Article 135-(6) shall apply mutatis mutandis in cases where the judgement of nullification of the increase of capital has become finally binding.
Articles 202 and 203 shall be amended as follows:
Article 202. The registration of the establishment of a business office of a foreign company shall be effected on the basis of the application of its representative in Japan.
The application shall be accompanied with the following documents:
(1) The documents which makes credible the existence of its principal office;
(2) The document certifying that the applicant is its representative in Japan;
(3) (A copy of) The articles of incorporation of the company or the document which is sufficient to show the nature of the company.
The documents mentioned in the preceding paragraph shall be those duly certified by the competent authorities of the native country of the foreign company concerned or by its consul or other competent authorities in Japan.
In Article 204 paragraph 1, "the abolition of the branch office" shall be amended as "the abolition of a business office" , and "the representative of the branch office," as "its representative in Japan" , and in paragraph 2 of the same Article. "In cases where the representative of the branch office of a foreign company which has been registered in Japan applies for registration of an alteration in any of the matters to be registered which has occurred in the foreign country" and "the consul" shall be amended as "In case an application is made for the registration of the change in the representative in Japan or an alteration in any of the matters to be registered which has occurred in the foreign country" and "the consul and other competent authorities" respectively.
In Article 205, "a branch office" shall be amended as "a business office" .