The Law relating to "Yugen-Kaisha" (Law No.74 of 1938) shall be partially amended as follows:
In Article 4, "and 57 to 61" shall be amended as "57 to 59 inclusive and 61" .
Article 7 item (1) shall be amended as follows:
In Article 8 paragraph 2, "succession to property" shall be amended as "succession" .
In Article 9, "ten thousand yen" shall be amended as "one hundred thousand yen" .
In Article 10, "one hundred yen" shall be amended as "one thousand yen" .
In Article 13 paragraph 2 item (6), "or one or more directors together with one or more managers" shall be deleted.
In Article 15, ", the auditors" shall be deleted.
Article 16 shall be amended as follows:
Article 16. The members shall not be released from their liabilities prescribed in the preceding two Articles.
The directors shall not be released from their liabilities prescribed in the preceding Article except by the unanimous consent of all the members.
Article 19 shall be amended as follows:
Article 19. Any member may transfer his share wholly or in part to another member.
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.
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.
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.
In Article 23 paragraph 2, "paragraph 1" shall be deleted.
The following one Article shall be added next to Article 25:
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.
The provisions of Article 256-(3) of the Commercial Code shall apply with the necessary modifications to the case mentioned in the preceding paragraph.
The following two paragraphs shall be added to Article 27:
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.
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.
Articles 29 and 30 shall be amended as follows:
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.
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.
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.
In the case provided for in the preceding paragraph, the provisions of Article 108 of the Civil Code shall not apply.
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;
(2) Where any transaction in contravention of Article 29 paragraph 1 or paragraph 1 of the preceding Article has been effected;
(3) Where any act which violates any law or ordinance or the Articles of Incorporation has been done.
The directors who have consented to doing any act mentioned in the preceding paragraph shall be deemed to have done such act.
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.
The provisions of paragraph 2 of the preceding Article shall apply with the necessary modifications to the case mentioned in the preceding paragraph.
Article 31 shall be amended as follows:
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.
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.
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 shall be amended as follows:
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 shall be amended as follows:
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.
The following one Article shall be added next to Article 36:
Article 36-(2). In order that the directors may convene a general meeting, a majority decision of the directors therefore shall be required.
Article 37 paragraph 2 shall be amended as follows:
The Articles of Incorporation may otherwise provide in regard to the provisions of the preceding paragraph.
The following one paragraph shall be added to Article 37:
The provisions of Article 237 paragraphs 2 and 3 of the Commercial Code shall apply with the necessary modifications to paragraph 1.
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:
The substance of the acts mentioned in the preceding paragraph shall be stated in notices provided for in Article 36.
Article 41 shall be amended as follows:
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.
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.
In Article 45 paragraph 3, "the auditor if there is an auditor, or order" and "if there is no auditor" shall be deleted.
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."
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.
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.
The following one Article shall be added next to Article 53:
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.
The following one paragraph shall be added to Article 54:
The provisions of Article 16 paragraph 1 shall apply with the necessary modifications to the case mentioned in the preceding paragraph.
Articles 55 and 56 shall be amended as follows:
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.
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.
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 Article 57, "Article 352, Article 358 paragraph 1, Articles 371,372, Article 373 paragraph 1 and Article 374" shall be deleted.
In Article 63, "102 to 111" shall be amended as "102 to 106 inclusive,108 to 111 inclusive" .
In Article 65 paragraph 1, "the auditors" shall be deleted.
Article 67 paragraph 2 shall be amended as follows:
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.
Article 69 paragraph 1 item (4) shall be amended as follows:
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:
(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;
(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.
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.
In Article 74 paragraph 2, "of an auditor or" shall be deleted.
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.
In Article 79, "three thousand yen" shall be amended as "two hundred thousand yen" .
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" .
In Article 86, "one thousand yen" shall be amended as "fifty thousand yen" .