cs-trans.biz
Commercial
Code (Japan)
[English Translation of the Content and Articles 54, 479, 535, 536 and 541]
Part One General Provisions
Chapter one Application Principles
Chapter Two Merchant
Chapter Three Business Registration
Chapter Four Commercial Name
Chapter Five Commercial Ledger
Chapter Six Trade Employees
Chapter Seven Commercial Agent
Part Two Companies
Chapter one General Provisions
Article
54
(1) A company shall be a juridical person.
(2) The domicile of the company shall be the location of its principal office.
Chapter two General Partnership Company
Section 1 Formation
Section 2 Internal Relations
Section 3 External Relations
Section 4 Member’s Withdrawal from the Company
Section 5 Dissolution
Section 6 Liquidation
Chapter Three Limited Partnership Company
Chapter Four Joint Stock Corporation
Section 1 Incorporation
Section 2 Stocks
Section 3 Organs of the Corporation
Subsection 1 General Meeting of Stockholders
Subsection 2 Directors and Board of Directors
Subsection 3 Auditor
Section 3 Issuance of New Shares
Section 3-2 New Shares Reservation Right
Section 4 Accounting
Section 5 Corporate Bond
Subsection 1 General Provisions
Subsection 2 Creditors’ Meeting
Subsection 3 Corporate Bond with New Shares Reservation Right
Section 6 Amendment of Articles of Incorporation
Section 6-2 100% Parent Corporation
Subsection 1 Exchange of Shares
Subsection 2 Transfer of Shares
Section 6-3 Division of Corporation
Subsection 1 Division by Incorporation
Subsection 2 Division by Succession
Section 7 Corporate Reorganization
Section 8 Dissolution
Section 9 Liquidation
Subsection 1 General Provisions
Subsection 2 Special Liquidation
Chapter Five [Repealed]
Chapter Six Foreign Corporation
Article
479
(1) If a foreign corporation is to conduct continual transactions in Japan, it shall be required to appoint a representative in Japan and to make registration and public announcement in connection with the corporation.
(2) Except otherwise provided for in this article, the registration of a foreign corporation mentioned in the previous paragraph shall be subject to the provisions for registration and/or public announcement of the Japanese company of the same kind as or most similar to such foreign corporation. In this case, if the foreign corporation does not establish an office in Japan, the domicile of the representative in Japan shall be considered as the place where the corporation’s office or branch is located, and the representative in Japan shall be considered as the branch of the corporation; if the foreign corporation establishes an office in Japan, that office shall be considered as the branch of the corporation.
(3) As to the registration of a foreign corporation mentioned in Paragraph 1, the governing law of incorporation and the name and address of the representative in Japan shall be registered. The same is applied to the means of public announcement under the provisions of Article 483-2 (1).
(4)–(8) [Not Translated]
Chapter Seven Penalties
Part Three Commercial Transactions
Chapter One General Provisions
Chapter Two Sale Transaction
Chapter Three Account Current
Chapter Four Anonymous Partnership
Article
535
Anonymous partnership agreement shall take effect on the basis of the capital contribution made by a contracting party for the business of the other party who has promised to distribute the earning from that business to the contributing party.
Article
536
(1) The contribution made by the member of the anonymous partnership shall belong to the business proprietor.
(2) No member of the anonymous partnership has rights or obligations to any third party with relation to the act by the business proprietor.
Article 541
When the anonymous partnership agreement has terminated, the business proprietor shall have to return the contribution amount to the member of the anonymous partnership. However, if the capital contribution has reduced by the loss, the return of the remaining balance of the contribution shall be sufficient.
Chapter Five Brokerage
Chapter Six Wholesale Business
Chapter Seven Forwarding Agency
Chapter Eight Carriage Business
Section 1 Carriage of Goods
Section 2 Carriage of Passengers
Chapter Nine Deposition
Section 1 General Provisions
Section 2 Warehouse Business
Chapter Ten Insurance
Section 1 Damage Insurance
Subsection 1 General Provisions
Subsection 2 Fire Insurance
Subsection 3 Freight Insurance
Section 2 Life Insurance
Part Four Marine Commerce
Chapter One Vessel and Ship Owner
Chapter Two Crew
Section 1 Captain
Section 2 [Repealed]
Chapter Three Carriage
Section 1 Carriage of Goods
Subsection 1 General Provisions
Subsection 2 Bill of Lading
Section 2 Carriage of Passengers
Chapter Four Marine Loss
Chapter Five Salvage
Chapter Six Insurance
Chapter Seven Ship Creditors
à Resources Books on
Japan [Law]
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