Attorney Roderick H. Seemans        www.JapanLaw.info
 
 

COMMERCIAL CODE OF JAPAN
(Note: With the new Companies Law (soon to be translated), much of this Code will be inapplicable)

  Table of Contents
BOOK  I . GENERAL PROVISIONS
    Chapter 1 Re: The Application of the Law
    Chapter 2. Merchants
    Chapter 3. Commercial  Registration
    Chapter 4. Trade Name
    Chapter 5. Commercial Ledger
    Chapter 6. Commercial Employees
    Chapter 7. Commercial Agents
BOOK TWO. CORPORATIONS
    Chapter 1. General Provisions
    Chapter 2. Gomei Kaisha (Partnership Companies)
            Section 1. Establishment
            Section 2. Corporate Internal Relations
            Section 3. Corporate External Relations
            Section 4. Withdrawal of Corporate Member
            Section 5. Dissolution
            Section 6. Liquidation
    Chapter 3. Goshi Kaisha, Limited Liability Corporations
    Chapter 4 Kabushiki Kaisha EJoint Stock Corporation
            Section 1. Establishment
            Section 2. Shares
            Section 3. Corporate Institutions
                    Subsection 1. Shareholders Meetings
                    Subsection 2 Directors & Boards of Directors
                    Subsection 3. New Share Issues
            Section 5. Bonds
                    Sub-Section 1. General Provisions
                    Subsection 2. Bond Holders Meeting
                    Sub-Section 3. Bonds with Share Purchase Warrants
            Section 6. Amendment of Articles of Incorporation
            Section 6-2. Absolute Parent Corporation
                    Subsection 1. Stock for Stock Exchanges
                    Subsection 2. Transfer of Shares
            Section 6-3 Corporate Demerger
                    Subsection 1. New Establishment by Demerger
                    Subsection 2. Absorption Type Demerger
            Section 6-4. Reduction of Stated Capital
            Section 7. Corporate Arrangement
            Section 8. Dissolution
            Section 9. Liquidation
                    Subsection 1. General Provisions
                    Subsection 2. Special Liquidation
    Chapter 5. Electronic Public Announcement & Research Institutions
    Chapter 6. Foreign Corporations
    Chapter 7. Penalty Provisions

BOOK 3. COMMERCIAL ACTS
    CHAPTER I. GENERAL PROVISIONS
    CHAPTER II.. SALES
    CHAPTER III.. ACCOUNT CURRENT
    CHAPTER IV. UNDISCLOSED ASSOCIATION
    CHAPTER V. BROKERAGE
    CHAPTER VI. COMMISSION AGENCY
    CHAPTER VII. TRANSPORT AGENT BUSINESS
    CHAPTER VIII. CARRIAGE BUSINESS
        Section 1. Carriage of Goods
        Section 2. Passenger Carriage
    CHAPTER IX. DEPOSITS
        Section 1. General Provisions
        Section 2,Warehousing
    CHAPTER X INSURANCE
        Section 1. Insurance Against Loss
            Subsection 1. General Provisions
            Subsection 2. Fire Insurance
            Subsection 3. Transport Insurance
        Section 2. Life Insurance
 
 



BOOK  I . GENERAL PROVISIONS

Chapter 1 Re: The Application of the Law


 










Article 1. The Special Legal Validity of Commercial Customary Law
Article 2. The Commercial Acts of Public Sector Corporations
Article 3. Unilateral Commercial Acts
 
 



Chapter 2. Merchants


 










Article 4. The Meaning of Merchant
Article 5. Registration and the Business of Minors
Article 6.  Minors and Unlimited Liability Members of a Corporation
Article 7.  Agent for Business by Ward
Article 8. Small Petty Merchants
 
 



Chapter 3. Commercial  Registration


 










Article 9. General Rules for Registration Procedures.
Article 10. Registration in the Locality of Branch Offices
Article 11. Public Notice of Registered Matters
Article 12. The Legal Effect of Registration and Public Notice
Article 13. The Legal Effect of Registration at Branch Offices
Article 14. The Legal Effect of the Registration of False Matters
Article 15. Registration of Changes or Extinguishment
Article 16. Selection of Trade Name
 
 

Chapter 4. Trade Name


 




Article 17. Trade Name of a Corporation
Article 18. Exclusive Use of Corporation Trade Name
Article 19. The Exclusion Ability of Trade Name Registration
Article 20. The Exclusion Ability of Trade Name Registration
Article 21. Prohibition of Trade Names Causing Misconceptions on the Business of Another
Article 22. Punishment for Unfair Usage
Article 23. Lending of Trade Names
Article 24. Trade Name Transfers
Article 25. Prohibition of Competition by Transferor of a Business
Article 26. Liability of Transferee Where Usage of Trade Name is Continued
Article 27. Repayment to the Transferee in the Case of Continued Use of Trade Name
Article 28. Liability of the Transferee in Cases Where There is no Continued Use of Trade Name
Article 29. Extinguishment of the Liability of the Transferor
Article 30. Request for Extinguishment of Registration of Trade Name
Article 31. Demand for Deletion of Trade Name Registration
 
 

Chapter 5. Commercial Ledger


 




Article 32. Types of Commercial Ledgers. Objectives
Article 33. Preparation of Accounting Books and Balance Sheets
Article 33-2. Preparation of Accounting Ledgers Based on Electromagnetic Records
Article 34. Asset Valuation
Article 35. Submission of Commercial Ledgers
Article 36. Preservation of Commercial Ledgers
 
 

Chapter 6. Commercial Employees


 




Article 37. Appointment of Managers
Article 38. Rights of Representation by Managers
Article 39. Joint Managers.
Article 40. Registration of Manager
Article 41. Obligations of Managers
Article 42. Appearance as Manager
Article 43. Employees Delegated with  Certain Matters, or Designated Matters
Article 44. Employees of a Store Selling Goods
Article 45. Application of the Civil Code with Respect to Employment Relations
 
 


Chapter 7. Commercial Agents


 




Article 46. Definition
Article 47. Obligation of Notice
Article 48. Obligation to Avoid Competition
Article 49. Authority to Receive Notice
Article 50. Cancellation of Contracts.
Article 51. Commercial Agents Right to Retain
 
 



BOOK TWO. CORPORATIONS

Chapter 1. General Provisions


 





Article 52. Definitions
Article 53. Kinds of Corporations
Article 54. Juridical Persons Characteristics EAddress
Article 55. Restrictions on Rights
Article 56. Corporate Merger
Article 57. A Corporations Coming into Existence
Article 58. Corporate Dissolution Order
Article 59. Provision of Collateral ECorporate Dissolution Order
Article 60. Liability for Compensatory Damages for Parties Demanding a Dissolution Order.DELETED
Article 61. Registration Time Period
 
 

Chapter 2. Gomei Kaisha (Partnership Companies)

Section 1. Establishment


 




Article 62. Preparation of Articles of Incorporation
Article 63. Matters Required to be Recorded in the Articles of Incorporation
Article 64. Registration of Establishment
Article 65. Registration of the establishment of Branch Offices
Article 66. Registration of Transfer of Head Office
Article 67. Registration of Changes
Article 67-2  Registration of Provisional Disposition of Suspension of Business Management
 
 

Section 2. Corporate Internal Relations


 




Article 68. Application of Other Laws
Article 69. Investment Contributions via Credits
Article 70. Rights and Obligations of Business Management.
Article 70-2. Authority of Representative
Article 71. The Appointment & Dismissal of Managers
Article 72. Revisions of the Articles of Incorporation and Other Activities Outside the Scope of Corporate Objectives.
Article 73 Transfer of Equity Holdings
Article 74. Prohibition of Competition. Corporations Right of Intervention
Article 75. Conflict of Interests on Transactions Between Corporate Members and the Corporation
 
 


Section 3. Corporate External Relations


 




Article 76. Corporate Representatives
Article 77. Joint Representation
Article 78. Authority of Representative Member
Article 79. Representative Member for Litigation Between a Corporate Member and the Corporation
Article 80. Liability of Corporate Members
Article 81. Corporate Members Defense
Article 82. Liability of New Corporate Member
Article 83. Liability of the Parties Portraying Themselves as Corporate Members
 
 

Section 4. Withdrawal of Corporate Member


 




Article 84. Corporate Member Withdrawal Based on Notification
Article 85. Legal Causes for Retirement from the Corporation
Article 86. Expulsion, Loss of Right of Management or Loss of Right of Representation
Article 87. Settlement of Accounts Between an Expelled Corporate Member and the Corporation
Article 88. Court with Jurisdiction
Article 89. Refund of Equity Holdings
Article 90. Legal Effect of Attachment on Equity Holdings
Article 91. Demand for Corporate Member Withdrawal by the Creditor Attaching the Equity Holdings
Article 92. The Withdrawing Corporate Members Right to Demand a Change in the Trade Name.
Article 93. Liability of Withdrawing Member
 
 



Section 5. Dissolution


 





Article 94. Reasons for Dissolution
Article 95. Continued Existence of the Corporation
Article 96. Registration of Dissolution
Article 97. Continuation of the Corporation after the Registration of Dissolution
Article 98. Resolution for Merger
Article 99. Preparation of Asset Records Balance Sheets DELETED
Article 100. Creditors Protection Procedures
Article 101. Registration of Merger
Article 102. Occurrence of Legal Validity of Merger
Article 103. Legal Effect of Merger
Article 104. Litigation to Nullify a Merger
Article 105. Procedures for Litigation for Nullification of Merger.
Article 106. Creditors Provision of Collateral
Article 107. Dismissal of Demands Based on Courts Discretion  DELETED
Article 108. Registration of Nullification of Merger
Article 109. The Legal Effect on Third Parties of the Nullification Decision
Article 110. Non-Retroactive Legal Effect of Court Judgment
Article 111. Nullification Court Case and Attribution of Rights and Obligations
Article 112. Dissolution Judgment
Article 113. Organizational Changes to Goshi Kaisha (Limited Partnership Corporation)
Article 114. Registration of Organizational Change
Article 115. Liability of Corporate Members Becoming Limited Liability Members based on the Change in Organization
 
 


Section 6. Liquidation


 




Article 116. Corporations in Liquidation
Article 117. (Voluntary Liquidation)
Article 118. Cancellation Rights of Corporate Creditors
Article 119. Protection of Creditors Attaching Equity Holdings
Article 119-2. Registration of the Conclusion of Voluntary Disposition
Article 120. Legal Liquidation
Article 121. Liquidators
Article 122. Liquidator Appointed by the  Court
Article 123. Registration of Liquidator
Article 124. Rights and Obligations of Liquidators
Article 125. Repayment of Obligations
Article 126 Incapacity to Completely Repay and Investments of Corporate Members
Article 127 Transfer of Business
Article 128. Multiple Liquidators & Determination of Liquidation Matters
Article 129. Corporate Representation by Liquidators
Article 130. Liquidators Obligation to Provide Documents, etc.
Article 131 Distribution of Remaining Assets
Article 132. Liquidator Dismissal
Article 133. Completion of Liquidators Duties
Article 134. Registration of Completion of Liquidation
Article 134-2 Liability of Liquidators
Article 135. Provisions Applying Mutatis Mutandis to Liquidators
Article 136. Litigation Nullifying Corporate Establishment
Article 137. Registration of Nullification of Corporate Establishment
Article 138. Legal Effect of Court Decision Nullifying Corporate Establishment
Article 139. Nullification of Corporate Establishment and Corporate Continuation
Article 140.  Litigation for the Nullification of Establishment
Article 141. Litigation for the Nullification of Establishment by Creditors
Article 142. Procedures for Litigation for Nullification of Establishment & Legal Effect of Court Judgment for Nullification
Article 143. Preservation of Ledgers and Materials
Article 144. Cases Where There are Joint Heirs of Equity Holdings
Article 145. Extinguishment of Liability of Corporate Members
 
 


Chapter 3. Goshi Kaisha, Limited Liability Corporations


 



Article 146. Corporate Organization
Article 147. The Mutatis Mutandis Application of Provisions of Gomei Kaisha
Article 148. Matters  Required to be Recorded in the Articles of Incorporation
Article 149. Registration of Establishment
Article 150. Investment of Limited Liability Corporate Members
Article 151. Rights and Obligations of Business Management
Article 152. Appointment and Termination of Managers
Article 153. Right of Limited Liability Corporate Members to Inspect.
Article 154. Transfer of Equity Interests of Limited Liability Corporate Members
Article 155. Freedom of Competition for Limited Liability Members
Article 156. Prohibition on Limited Liability Corporate Member to Manage the Business or Represent the Corporation
Article 157. Liability of Limited Liability Corporate Members
Article 158. Liability in Cases of Capital Investment Reduction
Article 159. Liability of Self-Proclaimed Unlimited Liability Corporate Members
Article 160. Change in Liability of Corporate Members
Article 161. Death of Limited Liability Corporate Member, initiation of guardianship
Article 162. Dissolution, Continuation
Article 163. Change of Organization
Article 164. Liquidation
 
 

Chapter 4 Kabushiki Kaisha EJoint Stock Corporation

Section 1. Establishment


 




Article 165. Preparation of Articles of Incorporation by Incorporator
Article 166. Matters Absolutely Required to Entered in the Articles of Incorporation
Article 166-2.Methods of Electronic Public Announcement
Article 167. Notarization of Articles of Incorporation
Article 168. Irregular Establishment Matters DELETED
Article 168-2. Determination of Share Issuance Matters at the Time of Establishment
Article 168-3. The Issue Price of non-par Value at the Time of Establishment DELETED
Article 168-4 Minimum Paid up Capital
Article 169. Incorporators Subscription for Shares
Article 170. Subscription Payment Incorporation
Article 171. Share Issuing Price and Payment of Subscription Monies.DELETED
Article 172. Provision of Contribution in Kind Investment
Article 173. Corporate Statutory Auditors Inspections
Article 173-2. Investigations of Statutory Auditors and Directors
Article 174. Solicitation of Shareholders at the Time of Establishment
Article 175. Application for Shares
Article 176. Allotments of Shares
Article 177. Subscription Payments for Shares
Article 178. Changes in the Subscription Payment Handling Institutions
Article 179. Procedures for Share Subscribers to Lose Their Rights
Article 180. General Meeting for Establishment
Article 181. The Inspection of Corporate Statutory Auditors
Article 182. Report on the Matters of Establishment
Article 183. Appointment of Directors and Corporate Statutory Auditors
Article 184. Inspections of Directors and Corporate Statutory Auditors
Article 185. Changes in Matters of Irregular Establishment
Article 186. Incorporators Liability for Compensatory Damages
Article 187. Changes in the Articles of Incorporation, Resolutions Stopping Incorporation
Article 188. Registration of Establishment
Article 189. Certification of Institutions Handling Subscription Payments
Article 190. Transfer of Share Rights
Article 191. Restrictions on the Invalidation or Cancellation of Subscription to Shares
Article 192. The Liability of Incorporators and Directors for Subscription and Security for Payment
Article 192-2. Liability of Incorporators and Directors to Replenish Deficiencies in Asset Values
Article 193. Liability of Incorporators for Compensatory Damages
Article 194. Liability of the Incorporator When the Corporation is Not Established
Article 195. Joint and Several Liability of Incorporators, Directors & Statutory Auditors
Article 196. Release of Incorporators from Liability, Representative Law Suits
Article 197. Liability in Relation to Certifications of Attorneys, etc.
Article 198. Liability of Fake Incorporators
 
 

Section 2. Shares


 




Article 199. Par Value Shares and No Par Value Shares DELETED
Article 200. Liability of Shareholders
Article 201. Liability of Persons Subscribing to Shares Using a False Name or Another Persons Name.
Article 202. The Face Value and Issue Price of  Par Value Shares DELETED
Article 203. Joint Ownership of Shares
Article 204. The Transferability of Shares
Article 204-2. Requests for Approval of Transfers, Requests for Designation of the Other Party.
Article 204-3. Demand for Sale by Designated Party
Article 204-3-2 Demand for Sale by the Corporation
Article 204-4. Determination of Sales Price
Article 204-5. Demand for Designation of Purchaser by the Party Acquiring the Shares
Article 205. Methods of Transfer of Shares.
Article 206. Changes in Shareholders Registry
Article 206-2. Corporations Which Have Decided Not to Issue Share Certificates
Article 207. Pledging of Shares
Article 207-2.  Corporations Which Have Decided Not to Issue Share Certificates
Article 208. Legal Validity of Pledge Rights
Article 209. Registered Pledge of Shares
Article 210. Purchase of Own Shares Based on Annual Shareholders Meeting Resolution
Article 210-2. Restrictions on Purchases of Own Shares and Liability of Directors.
Article 211. Disposition of Corporations Own Shares
Article 211-2. Acquisition of Parent Corporation Shares by Subsidiaries
Article 211-3. The Purchase of the Corporations Own Shares Based on a Resolution of the Board of Directors.
Article 212. Cancellation of Corporations Own Shares.
Article 213. Cancellation of Shares.
Article 214. Consolidation of Shares
Article 215. Procedures for Consolidation of Shares
Article 215-2. Procedures for Consolidation of Shares
Article 216. Procedures for Share Certificates that Can Not be Delivered
Article 217. Disposition of Fractional Shares of Less than One Share.DELETED
Article 218. Stock Splits
Article 219. Procedures for Stock Split
Article 220. Disposition of Fractional Shares of Less than One Share.
Article 220-2. Fractional Shares EFractional Share Registry
Article 220-3. Rights of  Fractional Shareholders
Article 220-4 Fractional Shareholders Who Can Exercise Rights
Article 220-5. When Fractional Shareholders Become Shareholders
Article 220-6. Demand for Purchase of Fractional Shares
Article 220-7. Right to Demand Sale of Fractional Shares
Article 221. Unit Shares System.
Article 221-2 Right to Demand the Sale of Unit Deficient Shares.
Article 222. Classes of Shares
Article 222-2 Shares With Conversion Rights
Article 222-3. The Issue Price of Shares Issued Based on Conversion
Article 222-4. Issuing Procedures for Convertible Shares
Article 222-5. Conversion Demand
Article 222-6. Creation of Validity of Conversion
Article 222-7. Registration of Changes Based on the Conversion
Article 222-8. Mandatory Convertible Shares.
Article 222-9. Conversion of Mandatory Convertible Shares
Article 222-10. Mutatis Mutandis Application of Provisions Concerning Shares with Conversion Rights.
Article 223. Matters to be Recorded in the Shareholders Registry.
Article 224. Notices, etc. to Shareholders
Article 224-2. Shareholders Whose Location is Unknown.
Article 224-3. Record Date
Article 224-4. Public Auction of Shares the Location of the Holder of Which is Not Known.
Article 224-5. Sale EPurchase of Shares of Shareholders Whose Location is Unknown
Article 224-6. Mutatis Mutandis Application of the Provisions Concerning Shares of Shareholders the Location of Which is Unknown, to Fractional Shares
Article 225. Matters to be Recorded in Share Certificates.
Article 226. Timing of Issuance of Shares
Article 226-2. System of Non-Holding of Share Certificates
Article 227. Determinations of Non-Issuance of Share Certificates
Article 228. Exclusion from Application of Provisions Concerning the Delivery of Share Certificates.
Article 228-2. Omitting Public Notice
Article 229. Good Faith Bona Fide Acquisition of Shares
Article 230. Application for Lost Share Certificate Registration
Article 230-2 Lost Share Certificate Registry
Article 230-3. Notice Obligation with Respect to Lost Share Certificate Registration.
Article 230-4. Application for Registration Objection by the Possessor of Share Certificates
Article 230-5 Application for Registration Deletion by the Lost Share Certificate Registrant
Article 230-6. Invalidity of Share Certificates Registered as Lost Share Certificates
Article 230-7. Procedures for Those Situations Where It Is Not Possible to Deliver the Share Certificates in Share Consolidation
Article 230-8. Restrictions on Name Transfers in Relation to Share Certificates Registered as Lost Share Certificates
Article 230-9. Loss of Validity of Share Certificates Not Delivered to the Corporation
Article 230-9-2. The Non-Application of the Notice Warning Procedures
 
 

Section 3. Corporate Institutions

Subsection 1. Shareholders Meetings


 





Article 230-10. Authority of the Shareholders Meeting
Article 231. Convocation Decision
Article 232. Notice of Convocation
Article 232-2. Shareholders Rights to Make Proposals
Article 233. Place of Convocation
Article 234. Regular General Annual Shareholders Meeting.
Article 235. Extraordinary Shareholders Meetings
Article 236. Omission of Convocation Procedures
Article 237. Convocation based on a Small Number of Shareholders.
Article 237-2 Appointment of an Inspector
Article 237-3 Obligation of Explanation by Directors and Statutory Auditors
Article 237-4. Shareholders Meeting Chairperson
Article 238. Appointment of Inspector
Article 239. Methods of Resolutions at the Shareholders Meeting & Exercise of Voting Rights by Proxy
Article 239-2. Exercise of Voting Rights by Writing
Article 239-3 Exercise of Voting Rights by Electromagnetic Methods
Article 239-4 Non-Uniform Exercise of Voting Rights
Article 240. Calculating the Total Number of Issued & Outstanding Shares DELETED
Article 241. Voting Rights
Article 242. Shares with No Voting Rights DELETED
Article 243. Resolutions for Postponement or Continuation.
Article 244. Minutes of the Shareholders Meeting
Article 245. Business Transfers
Article 245-2. Demand for Purchase of Shares of Opposition Shareholders
Article 245-3. Purchase Demand Procedures
Article 245-4. Invalidity of Demand for Purchase.
Article 245-5. Simplified Acquisition of Business
Article 246. Matters after Establishment
Article 247. Litigation Canceling Resolutions
Article 248. Time Period for Filing Suit to Cancel Resolutions
Article 249. Providing Collateral by Shareholders Filing Suit.
Article 250. Registration of Cancellation of Resolutions
Article 251. Discretionary Dismissal.
Article 252. Litigation to Verify the Non-Existence or a Resolution of Invalidity of a Resolution
Article 253. Shareholders Meetings Based on Paper or Electromagnetic Recordings.
 
 

Subsection 2 Directors & Boards of Directors


 




Article 254. Appointment of Directors. Relationship with Corporation
Article 254-2. Disqualification Reasons for Directors
Article 254-3. Duty of Loyalty by Directors
Article 255. Number of Directors
Article 256. Term of Office
Article 256-2. Quorum for Appointment Resolution
Article 256-3. Cumulative Voting
Article 257. Removal of Directors
Article 257-2. Appointment of Directors by Class of Shareholders
Article 257-3. Removal of Directors Appointed by Classes of Shares
Article 257-4. The Special Cases of Two Classes or More of Shareholders Jointly Appointing Directors.
Article 257-5. Legal Validity of Directors Missing
Article 257-6. Term of Office of Directors Where Decisions Restricting Transfers are Abolished.
Article 258. Handling of Cases of Vacancy
Article 259. Parties with Rights to Convene a Board of Directors Meeting
Article 259-2. Procedures for Convening a Board of Directors Meeting
Article 259-3. Omission of the Procedures for Convocation
Article 260. Authority of the Board of Directors. Directors Supervising Business
Article 260-2. Board of Directors Method of Resolution
Article 260-3. Attendance of Corporate Statutory Auditors in the Board of Directors Meeting & Convocation of a Board of Directors Meeting by a Corporate Statutory Auditors.
Article 260-4 Minutes of the Board of Directors Meeting
Article 261. Representative Director
Article 262. Apparent Representative Directors
Article 263. Location and Disclosure of the Articles of Incorporation and Shareholders Registry
Article 264. Directors Obligation of Non-Competition
Article 265. Transactions Between Corporation & Directors EIndirect Transactions
Article 266. Liability of Directors to the Corporation
Article 266-2. Illegal Dividends & Right to Demand Reimbursement from Bad Faith Shareholders.
Article 266-3. Liability of Directors to Third Parties.
Article 267. Shareholders Representative Litigation
Article 268. Jurisdiction, Intervention in Litigation & Notice of Litigation
Article 268-2. Rights of Litigating Shareholders. Liability of Losing Bad Faith Litigants for Compensatory Damages.
Article 268-3. Lawsuit for Reconsideration
Article 269. Compensation of Directors
Article 270. Suspension of Execution of Duties. Appointment of Representative for Duties DELETED
Article 271. Authority of Representative of Duties
Article 272. Shareholders Right to Demand Suspension
Article 273. Term of Office of Corporate Statutory Auditor
Article 274. Authority of the Corporate Statutory Auditor
Article 274-2 The Obligation of Directors to Report to Corporate Statutory Auditors
Article 274-3. The Authority of the Corporate Statutory Auditor of the Parent Corporation Over Subsidiaries
Article 275. Obligations of Reporting & Investigating.
Article 275-2. Suspension of the Activities of a Director by the Corporate Statutory Auditor.
Article 275-3. Expression of Opinions Concerning the Appointment or Dismissal of Corporate Statutory Auditors
Article 275-3-2. Expression of Reasons for Resignation of Corporate Statutory Auditor
Article 275-4. Representation of Litigation Between the Corporation and Directors.
Article 276. Prohibition of Dual Office
Article 277. Liability to the Corporation
Article 278. Joint and Several Liability with Directors
Article 279. Compensation for Corporate Statutory Auditors
Article 279-2 Auditing Expenses
Article 280. The Mutatis Mutandis Application of Provisions Related to Directors
 
 

Sub-Section 3. New Share Issues


 




Article 280-2. Determination of New Share Issue Matters
Article 280-3. Equality of Issuing Conditions
Article 280-3-2 Public Announcement or Notification of New Share Issuance Matters.
Article 280-3-3. Non-Application Equality of Issue Conditions, or Public Announcement or Notification
Article 280-4. The Right of Shareholders to Subscribe to New Shares
Article 280-5. Warning on the Exercise of Subscription Rights
Article 280-5-2. Transfer Restricted Shares and a Shareholders Right to Subscribe to New Shares
Article 280-6 Share Application Certificates
Article 280-6-2. Certificates of Rights to Subscribe to New Shares
Article 280-6-3. Methods of Transfer of Rights to Subscribe to New Shares
Article 280-6-4. The Certificate of Rights to Subscribe to New Shares and Applications for Shares
Article 280-7. Payment for New Shares.
Article 280-8. Investigation of In-Kind Capital Contribution. Court Dispositions
Article 280-9. Timing of Subscribers Becoming Shareholders
Article 280-10. Suspending the Issuance of New Shares
Article 280-11. Liability of Parties Subscribing to Shares at an Unfair Price.
Article 280-12. Restrictions on Invalidation or Cancellation of Subscription
Article 280-13. Directors Liability  in Subscriptions
Article 280-13-2. Directors Liability for Making Up for Value in Capital Contribution in Kind.
Article 280-13-3. Liability with Respect to the Certification of Attorneys, etc.
Article 280-14. Mutatis Mutandis Application of Provisions Concerning Establishment
Article 280-15. Litigation for Invalidation of New Shares Issue
Article 280-16. Procedures for Litigation for Invalidation of New Shares Issue
Article 280-17. The Legal Validity of a Court Decision Invalidating A New Share Issue
Article 280-18. Court Decision of Invalidation & Refunds to New Shareholders
Article 280-19. Meaning of Share Purchase Warrants
Article 280-20. Issuance of Share Purchase Warrant
Article 280-21. Share Purchase Warrants Preferential Issuance
Article 280-22. Equality of Issuing Conditions
Article 280-23 Public Announcement or Notices of Matters of Share Purchase Warrants
Article 280-24. Non-Application Equality of Issue Conditions - Public Announcement or Notification
Article 280-25 Shareholders Rights to Subscribe to Share Purchase Warrants
Article 280-26. Warning on the Exercise of Subscription Rights
Article 280-27. Shares Not Restricted for Transfer and the Shareholders Right to Subscribe to New Shares
Article 280-28 Share Purchase Warrant Application Certificates
Article 280-29. Payment of Share Purchase Warrants
Article 280-30. Share Purchase Warrant Certificates
Article 280-31. Share Purchase Warrant Registry.
Article 280-32. Registration of Share Purchase Warrants.
Article 280-33. Transferability of Share Purchase Warrants.
Article 280-34. Methods of Transfer of Share Purchase Warrants Bona Fide Good Faith Acquisition
Article 280-34-2 Loss of Share Purchase Warrants and Re-issuance
Article 280-35. Name Transfers of Share Purchase Warrants
Article 280-36. Cancellation of Share Purchase Warrants
Article 280-37. Exercise of Share Purchase Warrants
Article 280-38. Time of Becoming Shareholder
Article 280-39. Mutatis Mutandis Application of Provisions Concerning Shares
Article 281. Preparation of Accounting Documents and Annexed Detailed Statements
Article 281-2. Submission of Accounting Documents & Annexed Detailed Statements to Corporate Statutory Auditor
Article 281-3 Submission of the Auditing Report of the Corporate Statutory Auditor
Article 282. Disclosure & Location of Accounting Documents, etc.
Article 283. Accounting Documents Reports, Approval and Public Announcement
Article 284 Removal of Liability of Directors or Corporate Statutory AuditorsDELETED
Article 284-2. Stated Capital EPaid in Surpluses
Article 285. Asset Evaluation
Article 286 & Article 287. Deferment of Establishment Expenses DELETED
Article 288. Legal Earned Surplus
Article 288-2. Legal Capital Surplus
Article 289. Usage of Legal Reserves
Article 290. Profit Dividends
Article 291. Interest Dividends
Article 292 Capital Increases and Interest During Construction DELETED
Article 293 Standards for Profit Dividends and Interest Dividends
Article 293-2. Inclusion of Profits in Stated Capital.
Article 293-3. Inclusion of Reserves in Stated Capital
Article 293-4. Stock Splits DELETED
Article 293-5, Midterm Dividends
Article 293-6. The Minority Shareholders Right to Inspect the Accounting Ledgers
Article 293-7. Refusal of the Demand for Inspection
Article 293-8. The Right of Minority Shareholders to Inspect, etc the Accounting Ledgers of Subsidiaries
Article 294. The Right of Shareholders to Demand the Appointment of Inspector to Inspect the Condition of Business Assets
Article 295. Providing Benefits in Relation to the Exercise of Shareholders Rights
 
 

Section 5. Bonds

Sub-Section 1. General Provisions


 




Article 296. Issuance Resolution
Article 297. Establishment of Bond Administration Corporation (Commissioned Corporation)
Article 297-2 Qualifications of Bond Administration Corporations (Commissioned Corporations)
Article 297-3. The Duty of Fairness, Fidelity and & Good Faith of Bond Administration Corporation
Article 298. Restrictions When There Are Existing Bonds That Are Still Unpaid
Article 299. Amount of Bonds of the Same Class
Article 300. Redemption with Increased Premium
Article 301. Applications for Bonds. Bond Application Certificates
Article 302. Methods of Subscribing to the Total Amount
Article 303. Bond Payment
Article 304. Joint Issue of Bonds
Article 305. Registration of Bonds DELETED
Article 306. Bond Certificates, Matters to Entered
Article 307. Transfer of Registered Bonds
Article 308. Transfers Between Registered Bonds and Bearer Bonds.
Article 309. Authority of Bond Administration Corporation.
Article 309-2. Activities of the Bond Administration Corporation Which Require the Resolution of the Bond Holders Meeting
Article 309-3 The Right of the Bond Administration Corporation to Inspect Condition of the Business Assets of the Issuing Corporation
Article 309-4. Appointment of a Special Agent
Article 309-5. Abbreviation of Manifestations of Bond Holders
Article 310. Exercise of Authority When There are Two or More Bond Administration Corporations
Article 311. Liability for Payment of Bond Repayment When There are Two or More Bond Administration Corporations
Article 311-2. Bond Administration Corporations Liability for Compensatory Damages
Article 312. Resignation of Bond Administration Corporation.
Article 313. Dismissal of Bond Administration Corporation
Article 314. The Establishment of a Corporation Succeeding to the Duties of a Bond Administration Corporation
Article 315. Special Provisions for Missing Interest Coupons
Article 316. Time Limit to Demand Bond Principal & interest
Article 317. Matters Entered in the Bond Registry.
Article 318. Mutatis Mutandis Application of Provisions Concerning Shares
 
 

Subsection 2. Bond Holders Meeting


 





Article 319. Resolution Matters
Article 320. Convening Parties
Article 321. Bond Holders Meeting Resolutions
Article 321-2. Exercise of Voting Rights in Writing
Article 321-3. Exercise of Voting Rights Via Electromagnetic Methods
Article 322. Representatives of the Issuing Corporation or the Bond Administration Corporation.
Article 323. Demand for Attendance of the Representative of the Issuing Corporation
Article 324. Method of Resolution
Article 325. Demand for Approval of Resolution
Article 326. Reasons for Not Approving a Resolution
Article 327. Validity of Resolution
Article 328. Public Announcement of Approval or Disapproval of Resolution
Article 329. Representative.
Article 330. Execution of Resolution
Article 331. Situations Where There Are Several Representatives or Executing Parties
Article 332. Execution of Resolutions Concerning Repayment
Article 333. Dismissal of Representative or Executing Party
Article 334. The Issuing Corporations Loss of the Benefit of the Term (the bond becoming immediately due)
Article 335. Same. Notice & Public Announcement
Article 336. Compensation & Expenses for the Bond Administration Corporation, etc.
Article 337. Liability for the Expenses of the Bond Holders Meeting
Article 338. Bond Holders Meeting of Every Kind of Bonds
Article 339. Mutatis Mutandis Application of Provisions Concerning the Shareholders Meeting
Article 340. Litigation for Canceling Repayment, etc.
Article 341. Litigation for Cancellation by Representatives of Executing Parties
 
 

Sub-Section 3. Bonds with Share Purchase Warrants


 




Article 341-2 Issuance of Bonds with Share Purchase Warrants
Article 341-3. Determination of Issuance Matters for Bonds with Share Purchase Warrants.
Article 341-4 Shareholders Subscription Rights to Bonds with Share Purchase Warrants.
Article 341-5. Transfer Restricted Shares and the Shareholders Right to Subscribe to Bonds with Share Purchase Warrants
Article 341-6. Bond with Share Purchase Warrants Application Certificate
Article 341-7. Payment of Bonds with Share Purchase Warrants.
Article 341-8. Certificates of Bonds With Share Purchase Warrants
Article 341-9. Entries in the Share Purchase Warrant Registry & Bond Registry
Article 341-10. Registration of Share Purchase Warrants
Article 341-11. Transfers of Bonds with Share Purchase Warrants
Article 341-12. Cancellation of Share Purchase Warrants
Article 341-13. Exercise of Share Purchase Warrants
Article 341-14. Redemption of Share Purchase Warrants
Article 341-15. Mutatis Mutandis Application of Provisions Concerning Shares, etc.
 
 

Section 6. Amendment of Articles of Incorporation


 




Article 342. Methods of Amending the Articles of Incorporation
Article 343. Methods of Resolution for Amending the Articles of Incorporation & Extraordinary Resolutions
Article 344. Calculation of the Quorum for Extraordinary Resolutions and the Number of Voting Rights DELETED
Article 345. Meetings of Shareholders of Certain Classes
Article 346. Meetings of Class Shareholders
Article 347. Restrictions on Increases in the Number of Shares.
Article 348. Resolution Amending the Articles of Incorporation to Restrict the Transfer of Shares
Article 349. Opposing Shareholders Right to Demand the Purchase of Their Shares
Article 350. Submission of Stock Certificates ETiming of Legal Validity of the Amendment of the Articles of Incorporation
Article 350-2. The Special Case Where Share Certificates Are Not Issued.
Article 351. Amendment of the Articles of Incorporation to Abolish Share Certificates
 
 

Section 6-2. Absolute Parent Corporation

Sub-Section 1. Stock for Stock Exchanges


 




Article 352. Meaning & Effect of Stock-For-Stock Exchanges.
Article 353. Approval of the Stock-for=Stock Exchange Contract
Article 354. Location, etc. of the Stock-for-Stock Exchange Contract, etc.
Article 355. Right of Opposing Shareholders to Demand the Purchase of Shares
Article 356. Transfer of a Corporations Own Shares (Treasury Stock) in substitution for New Share Issues
Article 357. Legal Capital Surplus and the Amount of the Increase in Stated Capital of the Absolute Parent Corporation
Article 358. Simplified Stock-for-Stock Exchanges
Article 359. Share Certificate Invalidation Procedures
Article 359-2. Procedures for the Invalidation of the Share Purchase Warrant Certificates in Those Situations Where the Obligations Related to Share Purchase Warrants Have Been Succeeded to.
Article 359-3. Registration of Share Purchase Warrants in Those Situations Where There is Succession to the Obligations Related to Share Purchase Warrants.
Article 360. Location of Documents in Which are Denoted Stock-for-Stock Exchange Matters.
Article 361. Term of Office of the Directors and Corporate Statutory Auditors of the Absolute Parent Corporation
Article 362. Mutatis Mutandis Application of Provisions Concerning the Merger of Shares, etc.
Article 363. Litigation to Invalidate Stock-for-Stock Exchanges
 
 

Subsection 2. Transfer of Shares


 





Article 364. Meaning and Legal Validity of Transfers of Shares
Article 365. Authorization by the Shareholders Meeting of the Share Transfers
Article 366. Location of the Summary etc. of the Proposal for the Share Transfer EShareholders Right to Demand Inspection, etc.
Article 367. Amount of Stated Capital of the Absolute Parent Corporation and Reserves for Legal Capital Surplus.
Article 368. Procedures for Invalidating Stock Certificates
Article 368-2. Procedures For Invalidation of the Certificates of the Share Purchase Warrants Where There has been Succession to the Obligations Related to Share Purchase Warrants.
Article 369. Registration of Share Transfers
Article 370. Timing of the Validity of the Transfer of the Shares
Article 371. Mutatis Mutandis Application of the Provisions Concerning the Merger, etc. of Shares
Article 372. Location to Invalidate Share Transfers
 
 

Section 6-3 Corporate Demerger

Sub-Section 1. New Establishment by Demerger


 





Article 373. The Meaning of Corporate Establishment by Corporate Demerger
Article 374. Approval of Corporate Demerger Planning Documents
Article 374-2. Location of the Planning Documents, etc.
Article 374-3. The Right of the Opposing Shareholders to Demand the Purchase of Their Shares
Article 374-4. Creditor Protection Procedures
Article 374-5. Amount of Stated Capital of the Newly Established Corporation
Article 374-6. Simplified Demerger
Article 374-7. Public Announcement of Demerger
Article 374-8. Registration of Demerger
Article 374-9. Legal Validation of Demerger
Article 374-10. Legal Validity of Demerger.
Article 374-11. Locations, etc. of Documents in which are Denoted Demerger Matters.
Article 374-12. Invalidation Litigation for Incorporation Type Demergers.
Article 374-13. Invalidation Court Decision Effects
Article 374-14. Registration of Invalidation of Damage
Article 374-15. Mutatis Mutandis Application of Absorption Type Demerger
 
 

Sub-Section 2. Absorption Type Demerger


 




Article 374-16. Meaning of Absorption Type Demerger
Article 374-17. Approval of Absorption Type Demerger Contract
Article 374-18. Location of the Absorption Type Demerger Contract, etc.
Article 374-19. Transfers of the Companys Own Shares In Lieu of New Share Issues
Article 374-20. Creditor Protection Procedures
Article 374-21. Successor Corporation Stated Capital Increase
Article 374-22. Summary Demerger for Corporation Executing an Absorption Type  Demerger
Article 374-23. Summary Absorption Type Demerger for Succeeding Corporation
Article 374-24. Registration of Absorption Type Demerger
Article 374-25. Occurrence of Legal Validity of Absorption Type Demerger
Article 374-26. Legal Validity of Absorption Type Demerger
Article 374-27. Term of Office of Continuing Directors of the Succeeding Corporation
Article 374-28. Litigating the Invaldity of an Absorption Type Demerger
Article 374-29. Invalidation Court Decision and Rights & Obligations Attributes
Article 374-30. Registration of Invalidity of Absorption Type Demerger
Article 374-31. Mutatis Mutandis Application of Provisions Concerning the Merger, etc of Shares.
 
 

Section 6-4. Reduction of Stated Capital


 




Article 375. Resolution for  Reduction of Stated Capital
Article 376. Creditor Protection Procedures
Article 377 Procedures for  Merger of Shares for Reduction in Stated Capital DELETED
Article 378. Delivery of New Share Certificates DELETED
Article 379. Measures Concerning Fractional Shares DELETED
Article 380. Litigation to Invalidate the Reduction of Stated Capital
 
 

Section 7. Corporate Arrangement


 





Article 381. Initiation of Arrangement Proceedings
Article 382. Registration of Initiation of Arrangement
Article 383. Suspension or Invalidation of Bankrupcty, Compulsory Execution, Dispositions for Preservation.
Article 384. Suspension of Auction Proceedings.
Article 385. Suspension of Prescription Time Period
Article 386. Dispositions of the Court in Order to Execute on Arrangement
Article 387. Registrations or Recordings Related to the Dispositions of the Court
Article 388. Inspection Order
Article 389. Inspectors Report
Article 390. Inspectors Authority
Article 391. Arrangement Committee Members
Article 392. DELETED
Article 393. DELETED
Article 394. Litigation Protesting the Assessment of the Rights to Demand Compensation
Article 395. Legal Validity of Assessment
Article 396. Initiation of Assessment Procedures and Suspension of Prescription Period
Article 397. Supervisors Orders
Article 398. Administrators Orders
Article 399. Decision to Conclude Arrangement
Article 400. Conclusion or Cancellation of Arrangement and Recording ERegistration
Article 401. Initiation of Composition Proceedings DELETED
Article 402. Initiation of Bankruptcy Proceedings
Article 403. Mutatis Mutandis Application of the Bankruptcy Law
 
 

Section 8. Dissolution


 




Article 404. Reasons for Dissolution
Article 405. Dissolution Resolution
Article 406. Continuation of the Corporation
Article 406-2. Court Decision for Resolution
Article 406-3. Arrangement of Dormant Corporations
Article 407. Notification of Dissolution
Article 408. Resolutions Approving Merger
Article 408-2. Location & Announcement of Merger Contract, etc.
Article 408-3. The Right of Opposing Shareholders to Demand the Purchase of Their Shares
Article 409. Matters Entered in a Merger Contract of Absorption-type Merger
Article 409-2. Transfer of the Treasury Stock of the Continuing Corporation in Lieu of the Issuance of Merger New Shares
Article 410. Matters Entered in the Merger Contract of the Newly Established Merger
Article 411. Merger Contract for Gomei Kaisha or Goshi Kaisha
Article 412. Creditor Protection Procedures
Article 413. Special Cases of Stock Splits of Disappearing Corporations DELETED
Article 413-2. Stated Capital Increase of Continuing Corporation and Stated Capital of Newly Established Corporation
Article 413-3. Summary Merger
Article 413-4. Procedures Invalidating a Share Certificate
Article 414. Registration of Merger
Article 414-2. Location of Documents with Merger Matter Entries.
Article 414-3. Term of Office of Continuing Directors of the Corporation continuing in Existence
Article 415. Litigation Invalidating the Merger
Article 416. Mutatis Mutandis Application of Provisions Concerning Dissolution or Merger
 
 

Section 9. Liquidation

Subsection 1. General Provisions


 




Article 417. Determination of Liquidator, etc.
Article 418. Liquidators Filings
Article 419. Corporate Asset Investigation Reporting Obligation
Article 420. Auditing, Announcement and Approval of Balance Sheet, etc.
Article 421. Public Announcement to the Corporations Creditors
Article 422. Warning Notice to Known Creditors
Article 423. Repayment During the Period of Submitting Claims
Article 424. Rights of Excluded Creditors
Article 425. Distribution of RemainingAssets.
Article 426. Dismissal of Liquidator
Article 427. Conclusion of Liquidation
Article 428. Litigation to Invalidate Establishment
Article 429. Preservation of Documents
Article 430. Mutatis Mutandis Application of Provisions Concerning Liquidation
 
 

Subsection 2. Special Liquidation


 




Article 431. Initiation of Special Liquidation
Article 432. Dispositions Prior to the Initiation of Special Liquidation Procedures
Article 433. Mutatis Mutandis Application of Provisions Concerning Arrangement
Article 434. Duty of Fairness & Fidelity of Liquidators
Article 435. Liquidators Appointment & Dismissals by the Court
Article 436. A Courts Inspection in Aid of Supervision
Article 437. A Courts Dispositions in Aid of Supervision
Article 438. Repayment of Obligations
Article 439. Convocation of Creditors Meeting
Article 440. Special Provisions Concerning Exclusive Preference Rights Holders
Article 441. Voting Rights in the Creditors Meeting
Article 441-2. Method of Resolutions of the Creditors Meeting
Article 442. Mutatis Mutandis Application of Provisions Concerning the Creditors Meeting
Article 443. Occupational Duties of the Liquidator Concerning the Creditors Meeting
Article 444. Inspection Committee
Article 445. Special Liquidation Activities
Article 446. Conversion of  Assets into Cash by Public Auction
Article 447. Submission of Agreement
Article 448. Conditions of the Agreement
Article 449. Participation of Holders of Rights of Exclusive Preference
Article 450. Adoption of Agreement
Article 451. Amendment  of Agreement Conditions
Article 452. Inspection Orders
Article 453. Inspectors Report
Article 454. Dispositions By the Court
Article 455. Initiation of Bankruptcy Proceedings
Article 456. Mutatis Mutandis Application of Provisions Concerning Arrangement or Bankruptcy
 
 

CHAPTER 5. ELECTRONIC PUBLIC ANNOUNCEMENT & RESEARCH INSTITUTIONS


 




Article 457. Electronic Public Announcement and Research
Article 458. Registration
Article 459. Deficiency Reasons
Article 460. Registration Standards
Article 461. Renewal of Registration
Article 462. Research Obligations
Article 463. Cases Where Electronic Public Announcement and Research Can Not be Conducted
Article 464. Reporting Change of Office Location
Article 465. Business Rules
Article 466. Suspension or Closure of Business
Article 467. Location of Financial Statements and Inspection Thereof
Article 468. Compliance Orders.
Article 469. Improvement Orders.
Article 470. Cancellation of Registration
Article 471. Entries, etc. in Ledgers, etc.
Article 472. Continuance of Ledgers, etc.
Article 473. The Execution of the Business of Electronic Public Announcement and Research by The Minister of Justice
Article 474. Reports & Inspections
Article 475. Official Notice
Article 476. DELETED
Article 477. DELETED
Article 478. DELETED
 
 

CHAPTER 6. FOREIGN CORPORATIONS


 




Article 479. Registration and Public Notice of Representative of Foreign Corporation
Article 480. Special Provisions Concerning the Registration of Trade Names
Article 481. Prohibition of Continuous Transactions Prior to Registration
Article 482. Corporations Subject to the Same Provisions as Domestic Corporations
Article 483. DELETED
Article 483-2. Public Notice of Balance Sheet
Article 483-3. Resignation of All the Representatives in Japan
Article 484. Business Office Closure Order
Article 485. Order to Initiate the Liquidation of Assets in Japan
Article 485-2. Status of Foreign Corporations
 
 

CHAPTER 7. PENALTY PROVISIONS


 



Article 486. Special Liability of Incorporators and Directors, etc.
Article 487. Special Liability of Representatives of Bondholders Meeting
Article 488. Special Liability for Attempted Crimes
Article 489. Crimes Endangering Corporate Assets
Article 490. Crimes Executing False Documents
Article 491. Cross Deposit Crimes
Article 492. Joint Imposition of Penal Servitude and Fines
Article 492-2. Crime of Over-Issuance of Shares
Article 493. Incorporators & Directors Crime of Corruption
Article 494. The Crime of Bribery in Relation to Extortion, etc. of Corporations
Article 495. Confiscation of Bribes & Imposition of Penalties
Article 496. Crime of Escaping Responsibility of Subscription Payment for Shares.
Article 497. The Crime of Providing Property Interests in Relation to the Exercise of Rights of a Shareholder
Article 497-2. Crimes in Relation to Electronic Public Announcements & Research
Article 497-3. Other Crimes in Relation to Electronic Public Announcements & Research
Article 497-4. Mutual Penalization Provisions in Relation to Electronic Public Announcement & Research
Article 498. Activities Subjected to Non-Penal Fines
Article 498-2 Pre-Registration Business in the Company Name
Article 498-3. Continuous Transactions of a Foreign Corporation Prior to its Registration
Article 499. Application of Penal Provisions to Corporations
Article 500 Special Provisions Concerning Establishment Committee Members
 
 

BOOK 3. COMMERCIAL ACTS

Chapter 1. General Provisions


 





Article 501 Absolute Commercial Activities
Article 502 Business Type Commercial Activities
Article 503 Appendage Commercial Activities
Article 504 Methods of Agency
Article 505 Entrustment
Article 506 Continuance of Agency Rights
Article 507 Legal Validity of Offers Between Directly Conversant Parties
Article 508 The Legal Validity of Offers Between Distant Parties
Article 509 Obligation of Notification of Rejection or Acceptance
Article 510 Obligation of Storage of Items Received
Article 511 Obligations Among Multiple Parties.
Article 512 Demand for Compensation
Article 513 Demand for Legal Interest
Article 514 Commercial Legal Rate of Interest
Article 515 Permission for Insecurity Contracts
Article 516 Place of Performance of Obligations
Article 517 Presentation of Security and Delayed Performance
Article 518 Special Case of Loss of Securities
Article 519 Mutatis Mutandis Application
Article 520 Time of Transaction
Article 521 Retention of Rights Between Merchant-Traders
Article 522 Time of Extinguishment of Commercial Rights
Article 523 Quasi-Commercial Activities
 
 


CHAPTER II. SALES


 





Article 524 Deposit and Auction Sale Rights
Article 525 Fixed Date Sales Article
526. Duty to Inspect Subject Matter & Notify of Defects
Article 527 Obligation to Store or Deposit Subject Matter.
Article 528 Excess Shipments, Wrong Shipments
 
 


CHAPTER III. ACCOUNT CURRENT


 





Article 529 Definition
Article 530 Rights and Obligations from Commercial Instruments.
Article 531 Time Period of Time Current
Article 532 Account Current Approvals and Objections
Article 533 Legal Rate of Interest on Credit Balance.
Article 534 Termination
 
 


CHAPTER IV UNDISCLOSED ASSOCIATION


 





Article 535 Definitions
Article 536 Investments of Association Members and External Relations
Article 537 Liability Based on Authorization to Use Association Member Names or Trade Names
Article 538 Dividing of Obligations & Profit Dividends
Article 539 Termination of Contract
Article 540 Natural Reasons for Ending the Contract.
Article 541 Legal Validity of Termination of Contract
Article 542 Mutatis Mutandis Application
 
 

CHAPTER V BROKERAGE


 





Article 543 Definitions
Article 544 Authority to Receive Payment
Article 545 Sample Storage Obligations
Article 546 Duty to Prepare Agreement Documents and Deliver Them
Article 547 Obligations Concerning Ledger Books
Article 548 Duty of Silence About Names or Trade Names
Article 549 Performance Responsibility
Article 550 Right to Demand Compensation
 
 

CHAPTER VI COMMISSION AGENCY


 






Article 551 Definitions.
Article 552 Position of Commission Agent
Article 553 Duty for Performance
Article 554 Special Cases of Limited Orders.
Afticle 555 Right of Intervention
Article 556 Deposit. Auction Sale Rights
Article 557 Mutatis Mutandis Application
Article 558 Quasi-Commissioned Agents
 
 

CHAPTER VII TRANSPORT AGENT BUSINESS


 





Article 559 Definitions
Article 560 Liability for Compensatory Damages
Article 561 Right to Demand Compensation
Article 562 Retention Rights
Article 563 Position of Interceding Forwarding Agent .
Article 564 Acquisition of Rights of Carrier
Article 565 Intervention Rights
Article 566 Liability Time Period
Article 567 Time Limit for Claims
Article 568 Mutatis Mutandis Application
 
 

CHAPTER VIII CARRIAGE BUSINESS


 





Article 569 Definitions
 
 


Section 1 Carriage of Goods


 




Article 570 Waybill
Article 571 Delivery of the Bill of Ladings
Article 572 Bill of Lading & Legal Validity as a Claim.
Article 573 Bill of Lading & Disposition Security
Article 574 Bill of Lading & Pay to Order Security.
Article 575 Bill of Lading EProperty Rights Legal Effect
Article 576 Right to Demand Transport Charges
Article 577 Liability for Compensatory Damages.
Article 578 Special Cases for Valuables
Article 579 Successive Carrier Liability
Article 580 Amount of Compensatory Damages
Article 581 Carriers Liability
Article 582 Duty to Dispose When Transport Suspended
Article 583 Status of Consignee
Article 584 Instrument Aspects of Bill of Lading
Article 585 Deposits, Auctioning Rights
Article 586 Disputes
Article 587 Mutatis Mutandis Application
Article 588 Requirements for Extinguishing Liability
Article 589 Mutatis Mutandis Application
 
 


Section 2 Passenger Carriage


 





Article 590 Liability to Passengers
Article 591 Liability for Luggage
Article 592 Liability for Undelivered Luggage.
 
 

CHAPTER IX DEPOSITS

Section 1 General Provisions


 





Article 593 Liability of Trader or Merchant Accepting Deposits
Article 594 Liability of Hospitality Businesses
Article 595 Special Cases Concerning Valuables
Article 596 Term of Liability
 
 

Section 2 Warehousing


 





Article 597 Definitions.
Article 598 Delivery of Deposit Certificates and Pledge Certificates
Article 599 Matters to be Entered in the Certificates
Article 600 Warehouse Certificate Ledger
Article 601 Partition & Certificates
Article 602 Certificate Wording
Article 603 Certificate Transferability
Article 604 Mutatis Mutandis Application
Article 605 Certificate Re-Issuance
Article 606 First Pledge Endorsement
Article 607 Duties of Deposit Certificate Holder.
Article 608 Place of Repayment
Article 609 Payment Protest
Article 610 Demand for Public Auction of Deposited Goods
Article 611 Payment from the Proceeds of the Auction of the Deposited Goods
Article 612 Deficiency of Auction Proceeds
Article 613 Demands on Indorsers
Article 614 Loss of Demand Rights
Article 615 Expiration of Rights
Article 616 Rights Concerning Deposited Goods
Article 617 Liability for Compensatory Damages
Article 618 The Right to Demand Storage Fees
Article 619 Storage Period
Article 620 Certificate Exchangeability
Article 621 Return Prior to Payment Date
Article 622 Demand for Partial Return of Deposited Goods
Article 623 Rights to Deposited Monies
Article 624 Deposit and Public Auction Rights
Article 625 Mutatis Mutandis Application
Article 626 Period of Liability
Article 627 Delivery of Warehouse Certificate
Article 628 Pledge of Warehouse Certificate and Goods Withdrawal
 
 

CHAPTER X INSURANCE

Section 1 Insurance Against Loss

Subsection 1 General Provisions


 




Article 629 Definitions
Article 630 Insured Interests
Article 631 Over-insurance
Article 632 Simultaneous Multiple Insurance
Article 633 Non-simultaneous Multiple Insurance
Article 634 Special Cases of Multiple Insurance
Article 635 Waiver of Rights Against One Insurer
Article 636 Partial Insurance
Article 637 Decrease in Insurable Value
Article 638 Estimation of Damage Amounts
Article 639 Fixed Insurance
Article 640 Reasons for Insurers Non-Liability
Article 641 Insurer Non-Liability
Article 642 Void Insurance
Article 643 Insurance Invalidation and Premium Refund
Article 644 Insurance Cancellation Due to Failure to Disclose
Article 645 Validity of Contract Cancellation
Article 646 Disappearance of Specified Risks
Article 647 Insuring for Others
Article 648 Insuring Unknown Third Parties
Article 649 Delivery of Insurance Policy & Matters to be Entered.
Article 650 Transfer of the Subject Matter of the Insurance
Article 651 Bankruptcy of Insurer
Article 652 Insurance for Other Parties and Bankruptcy of the Party Effecting the Insurance Contract
Article 653 Contract Cancellation Prior Initiation of Coverage
Article 654 Extinguishment of Insured Benefits Prior to the Initiation of Coverage
Article 655 Refund Commissions
Article 656 Change in Risk by Party Effecting Insurance Contract
Article 657 Change in Risk Not Attributable to the Party Effecting Insurance Contract.
Article 658 Obligation to Give Notice of Loss
Article 659 Subject Matter Destruction After Insured Loss
Article 660 Insureds Duty to Prevent Loss
Article 661 Insurers Subrogation to Rights
Article 662 Subrogation to Rights Against Third Parties
Article 663 Time Limits
Article 664 Mutatis Mutandis Application to Mutual Insurance
 
 

Subsection 2 Fire Insurance


 




Article 665 Coverage of Damaes Due to Fire
Article 666 Damages Due to Fire Extinguishment or Fleeing
Article 667 Liability Insurance of Custodians
Article 668 Matters to be entered in the Fire Insurance Policy
 
 

Subsection 3 Transport Insurance


 





Article 669 Time Period of the Insurance
Article 670 Insurance Value
Article 671 Matters to be Entered in the Transport Insurance Policy
Article 672 Transport Suspension or Alteration
 
 

Section 2 Life Insurance


 





Article 673 Definitions
Article 674 Insuring the Life of Other Parties
Article 675 Insurance for the Benefit of Others
Article 676 Death of the Benficiary
Article 677 Conditions for Opposing Designation or Change of Beneficiaries
Article 678 Contract Cancellation for Failure to Disclose
Article 679 Matters to be Entered in Life Insurance Policy
Article 680 Reasons for Non-Liability of Insurer
Article 681 Obligation to Notify of Death of the Insured
Article 682 Time Period for Refunding Accumulated Insurance Money
Article 683 Mutatis Mutandis Application
 

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Article headings are not provided in the Japanese language original but are provided as it is believed that they assist in the comprehension of the law
DISCLAIMER: This translation is for general reference purposes only and is produced on an as isEbasis with no warranties made whatsoever. Attorney Roderick H. Seeman (licensed in the USA) is not responsible for any consequences resulting from the use of this translation. Reliance must be placed on the original Japanese language text of the law.
 
 






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