If any member intends to transfer his share wholly or in part to any person who is not a member, he shall in writing notify the company of the other party of transfer, the number of units of contribution intended to be transferred and the transfer price thereof.
前項ノ通知アリタルトキハ社員総会ハ第四十八條ニ定ムル決議ニ依リ他ニ讓渡ノ相手方ヲ指定スルコトヲ得
If the notice mentioned in the preceding paragraph has been given, a general meeting of members may designate any other person as the other party of transfer in accordance with a resolution as provided for in Article 48.
In cases where a general meeting of members has not made a designation mentioned in the preceding paragraph within two weeks after the day on which the notice mentioned in paragraph 2 was given and where any person who has been designated in accordance with the provisions of the preceding paragraph has not made in writing an offer of taking over his share to the member mentioned in paragraph 2 within a week after the day of the resolution for such designation, the member mentioned in the same paragraph may transfer his share to the other party of transfer who has been referred to in such notice. However, the price of such share shall not be less than the transfer price which has been referred to in the notice mentioned in the paragraph 2.
If there are two or more persons who have made an offer mentioned in the preceding paragraph within the period for an offer mentioned in the same paragraph, the member mentioned in paragraph 2 shall select one of them within five days after the day of the expiration of the period for such offer and shall notify each person who has made such offer. In such case, the person who has been selected shall become a transferee on the day on which the notice was given.
前項ノ場合ヲ除キ第四項ノ申出期間内ニ同項ノ申出ヲ為シタル者ハ其ノ期間経過ノ日ニ於テ讓受人トナル
Except in the case mentioned in the preceding paragraph, the person who has made an offer mentioned in paragraph 4 within the period for an offer mentioned in the same paragraph shall become a transferee on the day of the expiration of such period.
In the cases of the preceding two paragraphs, unless a different agreement has been made, the price which has been referred to in the notice mentioned in paragraph 2 shall be the transfer price and the transfer of share shall become effective upon the payment of the price.
If, on account of a transfer, the total number of members has come to exceed the limitation prescribed in Article 8 paragraph 1, such transfer shall, except in the case of bequest, be null and void. The same shall apply to the transfer of the share which has been transferred to a person who is not a member in violation of the provisions of paragraph 2 or the proviso to paragraph 4 or irrespective of an offer mentioned in the same paragraph.
第二十三條第二項中「第一項」を削る。
In Article 23 paragraph 2, "paragraph 1" shall be deleted.
第二十五條の次に次の一條を加える。
The following one Article shall be added next to Article 25:
第二十五條ノ二 二人以上ノ取締役ノ選任ニ付テハ定款ヲ以テ累積投票ニ依ルベキ旨ヲ定ムルコトヲ得
Article 25-(2). It may be provided for by the Articles of Incorporation that the election of two or more directors shall be made in accordance with the cumulative voting.
商法第二百五十六條ノ三ノ規定ハ前項ノ場合ニ之ヲ準用ス
The provisions of Article 256-(3) of the Commercial Code shall apply with the necessary modifications to the case mentioned in the preceding paragraph.
第二十七條に次の二項を加える。
The following two paragraphs shall be added to Article 27:
取締役数人アルトキハ各自会社ヲ代表ス
If there are two or more directors, each of the directors shall represent the company.
Notwithstanding the provisions of the preceding paragraph, it may be determined by the Articles of Incorporation or by a resolution of a general meeting of members that a particular director shall represent the company, that two or more directors shall jointly represent the company, or that one or more directors who shall represent the company may be elected by co-optation from among the directors according to the provisions of the Articles of Incorporation.
第二十七條の次に次の一條を加える。
The following one Article shall be added next to Article 27:
Article 27-(2). In cases where the company brings an action against the director, or the director against the company, the particular person who has been designated by a general meeting of members shall represent the company in respect of such action.
Article 29. A director who intends to effect such a transaction as comes under the class of business carried on by the company on his own behalf or for a third person shall show all the material facts in connection with the said transaction at a general meeting of members and obtain its approval.
前項ノ認許ハ第四十八條ニ定ムル決議ニ依ルコトヲ要ス
The approval mentioned in the preceding paragraph shall be made by a resolution provided for in Article 48.
If a director in contravention of the provisions of paragraph 1 has effected a transaction on his own behalf, a general meeting of members may treat such transaction as effected on behalf of the company.
前項ニ定ムル権利ハ取引ノ時ヨリ一年ヲ経過シタルトキハ消滅ス
The right mentioned in the preceding paragraph shall lapse where one year has elapsed from the time of the transaction.
Article 30. The provisions of paragraphs 1 and 2 of the preceding Article shall apply with the necessary modifications in cases where a director intends to acquire the company's products or other properties by transfer or to transfer his own products or other properties to the company or to receive loans from the company or to effect any transaction with the company on his own behalf or on that of a third person.
前項ニ規定スル場合ニ於テハ民法第百八條ノ規定ヲ適用セズ
In the case provided for in the preceding paragraph, the provisions of Article 108 of the Civil Code shall not apply.
第三十條の次に次の二條を加える。
The following two Articles shall be added next to Article 30:
Article 30-(2). In the following cases, directors who have done any of acts of the following cases shall be jointly and severally liable in effecting performance or in damages to the company, in the case of item (1), for the amount which has been distributed illegally, or in the cases of items (2) and (3), for the amount of any damage caused to the company:
(1) where the proposal for the distribution of profits in contravention of the provisions of Article 290 paragraph 1 of the Commercial Code which is applicable with the necessary modifications under Article 46 paragraph 1 of this Law has been submitted to a general meeting;
二 第二十九條第一項又ハ前條第一項ノ規定ニ違反シテ取引ヲ為シタルトキ
(2) Where any transaction in contravention of Article 29 paragraph 1 or paragraph 1 of the preceding Article has been effected;
三 法令又ハ定款ニ違反スル行為ヲ為シタルトキ
(3) Where any act which violates any law or ordinance or the Articles of Incorporation has been done.
前項ノ行為ヲ為スニ付之ニ同意シタル取締役ハ其ノ行為ヲ為シタルモノト看做ス
The directors who have consented to doing any act mentioned in the preceding paragraph shall be deemed to have done such act.
第一項ノ取締役ノ責任ハ総社員ノ同意アルニ非ザレバ之ヲ免除スルコトヲ得ズ
The directors shall not be released from their liabilities mentioned in paragraph 1 except by the unanimous consent of all the members.
Article 30-(3). If directors have been guilty of wrongful intent or of gross negligence in respect to the assumption of their duties, they shall be jointly and severally liable in damages to third persons also. The same shall also apply in cases where a false statement has been made in respect to any material particulars of any documents prescribed in Article 43 paragraph 1 or of any detailed statement mentioned in Article 293-(5) of the Commercial Code which is applicable with the necessary modifications under Article 46 paragraph 1 of this Law, or where a false book entry or public notice has been made.
前條第二項ノ規定ハ前項ノ場合ニ之ヲ準用ス
The provisions of paragraph 2 of the preceding Article shall apply with the necessary modifications to the case mentioned in the preceding paragraph.
第三十一條を次のように改める。
Article 31 shall be amended as follows:
第三十一條 社員ハ会社ニ対シ書面ヲ以テ取締役ノ責任ヲ追及スル訴ノ提起ヲ請求スルコトヲ得
Article 31. Any member may demand, in writing, of the company for bringing an action to enforce the liability of directors.
The provisions of Article 267 paragraphs 2 to 5 inclusive and Articles 268 to 268-(3) inclusive of the Commercial Code shall apply with the necessary modifications to the action to enforce the liability of the directors.
第三十一條の次に次の二條を加える。
The following two Articles shall be added next to Article 31:
Article 31-(2). In case a director dose an act which is not within the scope of the objects of the company, or any act against any law or ordinance or the Articles of Incorporation, and thereby there is any fear of doing irreparable damage to the company, the member may demand of the director for the stoppage of such act on behalf of the company.
Article 31-(3). If the general meeting of members has rejected the removal of a director, notwithstanding that there has been dishonest acts or any grave fact constituting the contravention of any law or ordinance or of the Articles of Incorporation in connection with the performance of his duties, any member holding the number of units of contribution representing not less than one-tenth of the capital may institute an action for his removal in the Court within thirty days.
商法第八十八條ノ規定ハ前項ノ場合ニ之ヲ準用ス
The provisions of Articles 88 of the Commercial Code shall apply with the necessary modifications to the case mentioned in the preceding paragraph.
Article 32. The provisions of Article 39 paragraph 2, Article 78, Article 254 paragraphs 1 and 3, Article 254-(2), Article 257 paragraph 1, Articles 258,262,266-(2) and 269 to 271 inclusive of the Commercial Code shall apply with the necessary modifications to the directors.
Article 34. The provisions of Article 30-(2) paragraph 3, Articles 30-(3), 31 and 31-(3) of this Law and of Article 254 paragraphs 1 and 3, Article 257 paragraph 1, Articles 258,269,270 and 274 to 278 inclusive of the Commercial Code shall apply with the necessary modifications to the auditors.
第三十六條の次に次の一條を加える。
The following one Article shall be added next to Article 36:
第三十六條ノ二 取締役ガ総会ヲ招集スルニハ其ノ過半数ノ決議アルコトヲ要ス
Article 36-(2). In order that the directors may convene a general meeting, a majority decision of the directors therefore shall be required.
第三十七條第二項を次のように改める。
Article 37 paragraph 2 shall be amended as follows:
前項ノ規定ハ定款ヲ以テ別段ノ定ヲ為スコトヲ妨ゲズ
The Articles of Incorporation may otherwise provide in regard to the provisions of the preceding paragraph.
第三十七條に次の一項を加える。
The following one paragraph shall be added to Article 37:
商法第二百三十七條第二項第三項ノ規定ハ第一項ノ場合ニ之ヲ準用ス
The provisions of Article 237 paragraphs 2 and 3 of the Commercial Code shall apply with the necessary modifications to paragraph 1.
第三十八條の次に次の一條を加える。
The following one Article shall be added next to Article 38:
Article 38-(2). Unless otherwise provided for by this Law or by the Articles of Incorporation, all resolutions of a general meeting shall be adopted by a majority in number of the votes of the members present who shall hold more than one-half of the votes of all the members.
In Article 40 paragraph 1 item (1), "in part" shall be amended as "of an important part," item (4) of the same paragraph of the same Article shall be deleted and paragraph 2 of the same Article shall be amended as follows:
前項ノ行為ノ要領ハ第三十六條ニ定ムル通知ニ之ヲ記載スルコトヲ要ス
The substance of the acts mentioned in the preceding paragraph shall be stated in notices provided for in Article 36.
Article 41. The provisions of Articles 234,235,238, Article 239 paragraphs 3 to 5 inclusive, Article 240 paragraph 2, Article 241 paragraph 2, Articles 243,244,245-(2) to 245-(4) inclusive,247 to 250 inclusive,252 and 253 shall apply with the necessary modifications to a general meeting of members.
第四十四條の次に次の一條を加える。
The following one Article shall be added next to Article 44:
Article 44-(2). Any member holding the number of units of contribution representing not less than one-tenth of the capital may inspect or make extracts from the books, records and documents of the account.
The company may provide by the Articles of Incorporating that each member may make the demand mentioned in the preceding paragraph. In this case, the provisions of Article 293-(5) of the Commercial Code shall not apply with the necessary modifications to such case, notwithstanding the provisions of Article 46 paragraph 1 of this Law.
第四十五條第三項中「監査役アルトキハ監査役、監査役ナキトキハ」を削る。
In Article 45 paragraph 3, "the auditor if there is an auditor, or order" and "if there is no auditor" shall be deleted.
第四十六條第一項を次のように改める。
Article 46 paragraph 1 shall be amended as follows:
The provisions of Article 282, Article 283 paragraph 1, Articles 284,285,286,288,288-(2), main part of paragraph 1 and paragraph 2 of Article 289, Article 290, Article 293-(5), Article 293-(6) paragraph 2 and Article 293-(7) of the Commercial Code shall apply with the necessary modifications to the accounts of a "yugenkaisha."
第五十二條の次に次の一條を加える。
The following one Article shall be added next to Article 52:
Article 52-(2). A person who has taken units of contribution in case of an increase of capital shall have the same rights as those of a member in respect of any distribution of profits from the date fixed for payment on units of contribution or the date on which the delivery of the property other than money forming the subject-matter of contribution has been effected.
第五十三條第一項中「資本増加ノ登記」を「資本増加ニ因ル変更ノ登記」に改め、同條第二項を削る。
In Article 53 paragraph 1, "the registration of any increase of capital" shall be amended as "the registration of alteration due to the increase of capital," and paragraph 2 of the same Article shall be deleted.
第五十三條の次に次の一條を加える。
The following one Article shall be added next to Article 53:
第五十三條ノ二 資本ノ増加ハ本店ノ所在地ニ於テ前條ノ登記ヲ為スニ因リテ其ノ効力ヲ生ズ
Article 53-(2). An increase of capital shall take effect when registration has been effected in accordance with the provisions of the preceding Article at the seat of the principal office.
第五十四條に次の一項を加える。
The following one paragraph shall be added to Article 54:
第十六條第一項ノ規定ハ前項ノ場合ニ之ヲ準用ス
The provisions of Article 16 paragraph 1 shall apply with the necessary modifications to the case mentioned in the preceding paragraph.
第五十五條及び第五十六條を次のように改める。
Articles 55 and 56 shall be amended as follows:
第五十五條 資本増加後仍引受ナキ出資アルトキハ取締役ハ共同シテ之ヲ引受ケタルモノト看做ス
Article 55. In cases where there is any unit of contributions which has not yet been taken after an increase of capital, the directors shall be deemed to have jointly taken such unit of contributions.
In cases where there is any unit of contributions which has not yet been paid in full or where the delivery of any of the property other than money forming the subject-matter of the contribution has not yet been effected after an increase of capital, the directors are jointly and severally bound to make such payment or to pay the value of the property which has not yet been delivered.
第十六條第二項ノ規定ハ前項ノ場合ニ之ヲ準用ス
The provisions of Article 16 paragraph 2 shall apply with the necessary modifications to the case mentioned in the preceding paragraph.
Article 56. The nullity of an increase of capital may only be asserted by means of an action within six months after the date on which the registration was effected at the seat of the principal office in accordance with the provisions of Article 53.
前項ノ訴ハ社員又ハ取締役ニ限リ之ヲ提起スルコトヲ得
The action mentioned in the preceding paragraph may be brought only by a member or a director.
The provisions of Article 280-(16), Article 280-(17) paragraph 1 and Article 280-(18) of the Commercial Code shall apply with the necessary modifications to the case mentioned in paragraph 1.
In the case mentioned in the preceding paragraph, the total amount of the issue-prices of the shares issued at the time of the change of organization shall not exceed the net value of the property then existing as belonging to the company.
In Article 67 paragraph 4, "Article 65" shall be deleted, "Article 209 paragraph 3" shall be amended as "Article 209 paragraph 4" and the following one paragraph shall be added next to paragraph 3 of the same Article:
The provisions of Article 65 shall apply with the necessary modifications to the case where in the case of paragraph 1 the net value of the property then existing as belonging to the company falls short of the total amount of the issue-prices of the shares issued at the time of the change of organization.
第六十九條第一項第四号を次のように改める。
Article 69 paragraph 1 item (4) shall be amended as follows:
四 削除
4. Deleted;
第七十一條の次に次の一條を加える。
The following one Article shall be added next to Article 71:
Article 71-(2). If, in cases mentioned in the following, there exist unavoidable reasons, any member holding the number of units of contribution representing not less than one-tenth of the capital may demand the dissolution of the company of the Court:
一 会社ノ業務ノ執行上著シキ難局ニ逢著シ会社ニ回復スベカラザル損害ヲ生ジ又ハ生ズル虞アルトキ
(1) That the company is deadlocked in the management of the corporate affairs, and that irreparable injury to the company is being suffered or is threatened;
二 会社財産ノ管理又ハ処分ガ著シク失当ニシテ会社ノ存立ヲ危殆ナラシムルトキ
(2) That the managing or disposing of the company's property is grossly improper and the existence of the company is being in danger thereby.
商法第百十二條第二項ノ規定ハ前項ノ場合ニ之ヲ準用ス
The provisions of Article 112 paragraph 2 of the Commercial Code shall apply with the necessary modifications to the case mentioned in the preceding paragraph.
第七十四條第二項中「監査役又ハ」を削る。
In Article 74 paragraph 2, "of an auditor or" shall be deleted.
第七十五條第二項を次のように改める。
Article 75 paragraph 2 shall be amended as follows:
The provisions of Articles 27 to 28 inclusive, 30 to 31-(2) inclusive, 35, 36-(2), Article 37 paragraph 1, and Article 44-(2) of this Law and of Article 39 paragraph 2, Article 78, Article 237 paragraphs 2 and 3, Article 238, Article 244 paragraph 2, Article 247, Article 249, Article 254 paragraph 3, Articles 254-(2),258,266-(2), Articles 269 to 271 inclusive,274 to 276 inclusive,278,282, Article 283 paragraph 1, Articles 284,293-(5) and 293-(7) of the Commercial Code shall apply with the necessary modifications to the liquidator.
In Article 77 paragraphs 1 and 2, "Article 270 paragraph 1 and Article 272 paragraph 1" shall be amended as "or Article 270 paragraph 1" and in paragraph 1 of the same Article, "five thousand yen" shall be amended as "three hundred thousand yen" .
In Article 78 paragraph 1, "three thousand yen" shall be amended as "two hundred thousand yen," and in paragraph 2 of the same Article "Article 270 paragraph 1 or Article 272 paragraph 1" shall be amended as "or Article 270 paragraph 1" and "Article 272 paragraph 1" shall be deleted.
第七十九條中「三千円」を「二十万円」に改める。
In Article 79, "three thousand yen" shall be amended as "two hundred thousand yen" .
第八十一條第一項中「三千円」を「二十万円」に改める。
In Article 81 paragraph 1, "three thousand yen" shall be amended as "two hundred thousand yen" .
In Article 82 paragraph 1, "one thousand yen" shall be amended as "fifty thousand yen" and in item (2) of the same paragraph, "bringing an action....... or" shall be amended as "bringing an action......, intervention as prescribed in Article 268 paragraph 2 of the Commercial Code which is applicable with the necessary modifications under Article 31 paragraph 2 of this Law" and "or exercising the right as prescribed in Article 31-(2)" shall be added next to "exercising the rights of members...... of the capital" .
In Article 85 paragraph 1, "five thousand yen" shall be amended as "three hundred thousand yen" ;in item (3) of the same paragraph, "inspection of" shall be amended as "inspection of or making extracts from" ;in item (10) of the same paragraph, "or in the books mentioned in Article 32 paragraph 1 of the Commercial Code" shall be amended as "the books mentioned in Article 32 paragraph 1 of the Commercial Code or in the detailed statement mentioned in Article 293-(5) paragraph 1 of the Commercial Code which is applicable with the necessary modifications under Article 46 paragraph 1 of this Law" ;in item (11) of the same paragraph, "or the report of the auditor" shall be amended as "the report of the auditor or the detailed statement mentioned in Article 293-(5) paragraph 1 of the Commercial Code which is applicable with the necessary modification under Article 46 paragraph 1 of this Law" ;in item (13) of the same paragraph, "Article 288 paragraph 1 or Article 289" shall be amended as "Articles 288,288-(2) or main part of paragraph 1, and paragraph 2 of Article 289" ;in item (21) of the same paragraph, "or paragraph 2" shall be deleted;and in paragraph 2 of the same Article, "Article 270 paragraph 1 and Article 272 paragraph 1" shall be amended as "or Article 270 paragraph 1" .
第八十六條中「千円」を「五万円」に改める。
In Article 86, "one thousand yen" shall be amended as "fifty thousand yen" .
附 則
Supplementary Provisions:
（施行期日）
(Date of Enforcement)
第一條 この法律は、昭和二十六年七月一日から施行する。
Article 1. This Law shall come into force as from July 1, 1951.
Article 2. The term "New Law" as used in these Supplementary Provisions shall mean the Law relating to "Yugen-Kaisha" as amended by this Law, the term "Old Law" shall mean the former Law relating to "Yugen-Kaisha" , the term "New Commercial Code" shall mean the Commercial Code as amended by the Law for Partial Amendment of Commercial Code (Law No.167 of 1950) and the term "Old Commercial Code" shall mean the former Commercial Code.
Article 3. The New Law shall, unless otherwise provided for, apply also to any matter which has arisen before the enforcement of the New Law, without prejudice, however, to any effect which may have been completed under the Old Law.
２ 新法にてい触する定款の定及び契約の條項は、新法施行の日から、その効力を失う。
2 Any provision of the Articles of Incorporation or clause of contract in conflict with any provision of the New Law shall lose its effect from the day of the enforcement of the New Law.
Article 4. The former rule shall still apply, even after the enforcement of the New Law, to those cases which are provided for in Article 58 of the Old Commercial Code applicable with the necessary modifications under Article 4 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 the New Law 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.
（訴の提起等についての担保）
(Securities with respect to Institution of Action, etc.)
Article 5. The provisions of the Old Commercial Code relating to securities to be furnished with respect to the application for the order of dissolution or the institution of action shall apply with the necessary modifications only to securities which have been furnished before the enforcement of the New Law.
（資本の総額及び出資一口の金額の制限）
(Limit of Total Amount of Capital and of Amount of Each Unit of Contribution)
Article 6. With respect to a "yugen-kaisha" which has come into existence before the enforcement of the New Law, the provisions of Articles 9 and 10 of the Old Law shall still apply even after the enforcement of the New Law.
（取締役の行為の責任）
(Directors'Liability for Acts)
第七條 取締役が新法施行前にした行為の責任については、新法施行後も、なお従前の例による。
Article 7. With respect to directors'liability for acts done by them before the enforcement of the New Law, the former rule shall still apply even after the enforcement of the New Law.
2 In the case of release from the liability mentioned in the preceding paragraph after the enforcement of the New Law, the New Law shall apply to such release, notwithstanding the provisions of the same paragraph.
３ 新法施行後に第一項の責任を追及する訴を提起する場合には、その訴についても、前項と同様とする。
3 In cases where an action to enforce the liability mentioned in paragraph 1 is instituted after the enforcement of the New Law, the preceding paragraph shall also apply in regard to such action.
（取締役に対する訴及び訴の提起を請求した社員の責任）
(Action against Directors and Liability of Members who have Demanded Bringing of Action)
Article 8. In cases where an action has been brought against the directors in accordance with the provisions of Article 31 of the Old Law or of Article 267 paragraph 1 of the Old Commercial Code applicable with the necessary modifications under Article 32 of the Old Law before the enforcement of the New Law, the former rule shall still apply even after the enforcement of the New Law to such action and the liability of the members who have demanded the bringing of such action.
（取締役の職務執行停止の請求等）
(Demand, etc. for Suspending Execution of Duties of Director)
Article 9. 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 Commercial Code applicable with the necessary modifications under Article 32 of the Old Law before the enforcement of the New Law, the provisions of the said Article of the Old Commercial Code shall still apply with the necessary modifications even after the enforcement of the New Law.
（一時取締役の職務を行うべき監査役）
(Auditor to Discharge temporarily Duties of Director)
Article 10. In cases where the auditor to discharge temporarily the duties of a director has been appointed before the enforcement of the New Law, with respect to such auditor, the provisions of the proviso to paragraph 1, paragraphs 2 and 3 of Article 276 of the Old Commercial Code shall still apply with the necessary modifications even after the enforcement of the New Law.
（会社と取締役との間の訴についての会社代表）
(Representative of Company in Action between Company and Directors)
Article 11. In cases where a company has brought an action against the directors, or the directors against the company before the enforcement of the New Law, the provisions of Article 277 of the Old Commercial Code shall still apply with the necessary modifications to the person who shall represent the company in such action, even after the enforcement of the New Law. However, this shall not apply after the person who shall represent the company has been determined in accordance with the New Law.
Article 12. In cases where the auditor has brought an action or made demand to the Court before the enforcement of the New Law, the former rule shall still apply to such action or demand even after the enforcement of the New Law.
（監査役に対する訴及び訴の提起を請求した社員の責任）
(Action against Auditors and Liability of Members who have Demanded Bringing of Action)
Article 13. The provisions of Article 8 of the Supplementary Provisions shall apply with the necessary modifications to the action which has been brought against the auditors in accordance with the provisions of Article 31 of the Old Law or Article 267 paragraph 1 of the Old Commercial Code, applicable with the necessary modifications under Article 34 of the Old Law before the enforcement of the New Law and the liability of members who have demanded the bringing of such action.
（監査役のてん補責任の免除）
(Release of Auditors from Liability for Making Good)
Article 14. The provisions of Article 16 paragraph 2 of the New Law shall apply with the necessary modifications to the cases where auditors'liability which has arisen in accordance with the provisions of Article 15, Article 55 or Article 65 paragraph 1 of the Old Law, or of Article 65 paragraph 1 of the Old Law applicable with the necessary modifications under Article 67 paragraph 4 of the Old Law is released after the enforcement of the New Law.
（監査役に関する準用規定）
(Provisions applicable with necessary modifications to Auditors)
第十五條 附則第七條及び第九條の規定は、監査役に準用する。
Article 15. The provisions of Articles 7 and 9 of the Supplementary Provisions shall apply with the necessary modifications to auditors.
Article 16. In cases where a resolution of a general meeting is adopted after the enforcement of the New Law, the New Law shall apply to such resolution of general meeting even if the notice of the convening of the meeting was despatched before the enforcement of the New Law.
Article 17. In cases where the notice of convening was despatched to the members before the enforcement of the New Law with respect to a general meeting for resolution of the matters mentioned in the items of Article 40 paragraph 1 of the New Law, the provisions of paragraph 2 of the same Article shall not apply to such notice.
（監査役による臨時総会の招集）
(Convening of Extraordinary General Meeting by Auditor)
Article 18. In cases where an auditor has convened an extraodinary general meeting before the enforcement of the New Law, the provisions of Article 235 paragraph 2 of the Old Commercial Code shall still apply with the necessary modifications to such extraordinary general meeting even after the enforcement of the New Law.
Article 19. In cases where the period provided for in Article 248 paragraph 1 of the Old Commercial Code applicable with the necessary modifications under Article 41 of the Old Law has not expired at the time of the enforcement of the New Law with respect to an action rescinding resolution, the provisions of Article 248 paragraph 1 of the New Commercial Code shall apply with the necessary modifications to the period for bringing such action rescinding resolution.
Article 20. The reserve fund set aside in accordance with the provisions of Article 288 paragraph 1 of the Old Commercial Code applicable with the necessary modifications under Article 46 paragraph 1 of the Old Law shall be deemed to have been set aside as the earned surplus.
2 The company may change 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 Law.
（附属明細書）
(Detailed Statement)
第二十一條 新商法第二百九十三條ノ五の規定は、新法施行後最初に到来する決算期から準用する。
Article 21. The provisions of Article 293-(5) of the New Commercial Code shall apply with the necessary modifications as from the first period for the settlement of accounts after the enforcement of the New Law.
Article 22. In cases where the order to convene a general meeting of members in accordance with the provisions of Article 45 paragraph 3 of the Old Law has been given to an auditor before the enforcement of the New Law, the former rule shall still apply to such convening of a general meeting even after the enforcement of the New Law.
（清算人に関する準用規定）
(Provisions applicable with necessary modifications to Liquidators)
第二十三條 附則第七條から第十一條まで及び第二十一條の規定は、清算人に準用する。
Article 23. The provisions of Articles 7 to 11 inclusive and 21 of the Supplementary Provisions shall apply with the necessary modifications to liquidators.
Article 24. In cases where a foreign company has effected the registration of the establishment of its branch office in accordance with the provisions of Article 479 of the Old Commercial Code applicable with the necessary modifications under Article 76 of the Old Law before the enforcement of the New Law, 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 Commercial Code applicable with the necessary modifications under Article 76 of the New Law. However, such company shall effect the registration of any matter which has become necessary to register in accordance with the New Law within six months from the day of the enforcement of the New Law.
2 A foreign company which has come to require the registration provided for in Article 479 paragraphs 2 and 3 of the New Commercial Code applicable with the necessary modifications under Article 76 of the New Law shall effect such registration within six months from the day of the enforcement of the New Law, 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, a representative in Japan of the company shall be liable to an administrative penalty not exceeding thirty thousand yen.
（外国会社の支店閉鎖命令）
(Order of Closing Branch Office of Foreign Company)
Article 25. The provisions of Article 4 of the Supplementary Provisions shall apply with the necessary modifications to the cases provided for in Article 484 of the Old Commercial Code applicable with the necessary modifications under Article 76 of the Old Law and to the liability of the persons whose application in respect of such cases has been rejected.
（罰則）
(Penal Provisions)
第二十六條 新法施行前にした行為に対する罰則の適用については、なお従前の例による。
Article 26. As to the application of penal provisions to acts committed befor the enforcement of the New Law, the former rule shall still apply.
2 In cases where the provisions of Chapter IX of the Old Law shall apply to an act committed after the enforcement of the New Law, "five thousand yen," "three thousand yen" and "one thousand yen" in such provisions shall respectively read "three hundred thousand yen," "two hundred thousand yen" and "fifty thousand yen" .