Civil Code of Japan/Part I

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Civil Code (Japanese: 民法 Minpō)
the Government of Japan, translated by Ministry of Justice, Government of Japan

Source: Civil Code Japanese Law Translation by the Ministry of Justice on April 1, 2009.

Civil Code

  • Law number: Act No. 89 of 1896
  • Last amendment : Act No. 78 of 2006

Part I General Provisions

Chapter 1 Common Provisions

(Fundamental Principles)

Article 1 Private rights must conform to the public welfare.

(2) The exercise of rights and performance of duties must be done in good faith.

(3) No abuse of rights is permitted.

(Standard for Construction)

Article 2 This Code must be construed in accordance with honoring the dignity of individuals and the essential equality of both sexes.

Chapter 2 Person

Section I Capacity to Hold Rights

Article 3 The enjoyment of private rights shall commence at birth.

(2) Unless otherwise provided by applicable laws, regulations or treaties, foreign nationals shall enjoy private rights.

Section II Capacity to Act

(Age of Majority)

Article 4 The age of majority is reached when a person has reached the age of 20.

(Juristic Act of Minors)

Article 5 A minor must obtain the consent of his/her statutory agent to perform any juristic act; provided, however, that, this shall not apply to an act merely intended to acquire a right or to be relieved of a duty.

(2) A juristic act in contravention of the provision of the preceding paragraph may be rescinded.

(3) Notwithstanding the provision of paragraph 1, in cases the statutory agent permits the disposition of property by specifying the purpose thereof, a minor may freely dispose of the same to the extent of such purpose. The same shall apply in cases his/her statutory agent permits the disposition of the property without specifying any purpose.

(Permission for Minors to Carry on Business)

Article 6 A minor who is permitted to carry on one or more kinds of business shall have the same capacity to act as a person of the age of majority as far as such business is concerned.

(2) In the case set forth in the preceding paragraph, if the minor may be unable to perform the relevant business for any reason, his/her statutory agent may revoke or limit permission in accordance with the provisions of Part IV (Relatives).

(Ruling for Commencement of Guardianship)

Article 7 With respect to any person who constantly lacks the capacity to discern right and wrong due to mental disability, the family court may order the commencement of guardianship at the request of the person in question, his/her spouse, any relative within the fourth degree of kinship, the guardian of a minor, the supervisor of the guardian of a minor, the curator, the supervisor of the curator, the assistant, the supervisor of the assistant, or a public prosecutor.

(Adult Ward and Guardian of Adult)

Article 8 A person who has become subject to the ruling of commencement of guardianship shall be an adult ward, and a guardian of an adult shall be appointed for him/her.

(Juristic Act of an Adult Ward under Guardianship)

Article 9 A juristic act performed by an adult ward may be rescinded; provided, however, that, this shall not apply to any act relating to daily life, such as the purchase of daily household items.

(Rescission of Ruling for Commencement of Guardianship)

Article 10 When the cause set forth in Article 7 ceases to exist, the family court must rescind the ruling of the commencement of guardianship at the request of the person in question, his/her spouse, any relative within the fourth degree of kinship, the guardian (hereinafter referring to the guardian of a minor and the guardian of an adult), the supervisor of the guardian (hereinafter referring to the supervisor of the guardian of a minor and the supervisor of the guardian of an adult), or a public prosecutor.

(Ruling of Commencement of Curatorship)

Article 11 With respect to any person who whose capacity is extremely insufficient to appreciate right or wrong due to any mental disability, the family court may order the commencement of curatorship upon a request by the person in question, his/her spouse, any relative within the fourth degree of kinship, the guardian, the supervisor of the guardian, the assistant, the supervisor of the assistant, or a public prosecutor; provided however, that, this shall not apply to any person in respect of whom a cause set forth in Article 7 exists.

(Person under Curatorship and his/her Curator)

Article 12 A person who has become subject to the ruling of commencement of curatorship shall be the person under curatorship, and a curator shall be appointed for him/her.

(Acts Requiring Consent of Curator)

Article 13 A person under curatorship must obtain the consent of his/her curator if he/she intends to perform any of the following acts; provided, however, that, this shall not apply to the acts provided for in the proviso of Article 9:

(i) receive or use any principal;The term "principal" in this section refers to any principal fund which can bear fruit, such as interest.

(ii) borrow any money or guarantee any obligation;

(iii) perform any act with the purpose of obtaining or relinquishing any right regarding real estate or other valuable property;

(iv) take any procedural action;

(v) make a gift, make any settlement, or agree to arbitrate (referring to the agreement to arbitrate as provided in paragraph 1, Article 2 of the Arbitration Act (Act No. 138 of 2003));

(vi) accept or renounce any inheritance, or partition any estate;

(vii) refuse an offer of a gift, renounce any bequest, accept the offer of gift with burden, or accept any bequest with burden;"bequest" may be appropriate since it refers to personal property.

(viii) effect any new construction, renovation, expansion, or major repairs; or

(ix) make any lease agreement with a term which exceeds the period set forth in Article 602.

(2) At the request of the person provided in the main clause of Article 11, or any curator or any supervisor of the curator, the family court may make a ruling that the person under curatorship must obtain the consent of his/her curator even in cases he/she intends to perform any act other than those set forth in each item of the preceding paragraph; provided, however, that this shall not apply to the acts provided for in the proviso to Article 9,

(3) With respect to any act which requires the consent of the curator, if the curator does not give consent in cases where the interest of the person under curatorship is unlikely to be prejudiced, the family court may, at the request of the person under curatorship, give permission in lieu of the consent of the curator.

(4) An act which requires the consent of the curator may be rescinded if it was performed without such consent or any permission in lieu thereof.

(Rescission of Ruling of Commencement of Curatorship)

Article 14 When the cause provided in the main clause of Article 11 ceases to exist, the family court must rescind the order of the commencement of curatorship at the request of the person in question, his/her spouse, any relative within the fourth degree of kinship, the guardian of a minor, the supervisor of the guardian of a minor, the curator, the supervisor of the curator, or a public prosecutor.

(2) At the request of the person prescribed in the preceding paragraph, the family court may rescind, in whole or in part, the ruling under paragraph 2 of the preceding Article.

(Ruling of Commencement of Assistance)

Article 15 With respect to any person who has insufficient capacity to appreciate right or wrong due to any mental disability, the family court may rule the commencement of assistance upon a request by the person in question, his/her spouse, any relative within the fourth degree of kinship, the guardian, the supervisor of the guardian, the curator, the supervisor of the curator, or a public prosecutor; provided, however, that, this shall not apply to any person who has the cause set forth in Article 7 or the main clause of Article 11.

(2) The ruling of commencement of assistance at the request of any person other than the person in question shall require the consent of the person in question.

(3) The ruling of commencement of assistance must be made concurrent with the ruling under paragraph 1 of Article 17 or the ruling under paragraph 1 of Article 876-9.

(Person under Assistance and Assistant)

Article 16 A person who has become subject to the ruling of commencement of assistance shall be a person under assistance, and an assistant shall be appointed for him/her.

(Ruling Requiring Person to Obtain Consent of Assistant)

Article 17 At the request of the person provided in the main clause of paragraph 1 of Article 15, or any assistant or supervisor of the assistant, the family court may make the ruling that the person under assistance must obtain the consent of his/her assistant if he/she intends to perform any particular juristic act; provided, however, that the act for which such consent must be obtained pursuant to such ruling shall be limited to the acts provided in paragraph 1 of Article 13.

(2) The ruling set forth in the preceding paragraph at the request of any person other than the person in question shall require the consent of the person in question.

(3) With respect to any act which requires the consent of the assistant, if the assistant does not give consent in cases where the interest of the person under assistance is unlikely to be prejudiced, the family court may, at the request of the person under assistance, give permission which is in lieu of the consent of the assistant.

(4) An act which requires the consent of the assistant may be rescinded if it was performed without such consent or any permission in lieu thereof.

(Rescission of Ruling of Commencement of Assistance)

Article 18 When the cause provided in the main clause of paragraph 1 of Article 15 ceases to exist, the family court must rescind the ruling of commencement of assistance at the request of the person in question, his/her spouse, any relative within the fourth degree of kinship, the guardian of a minor, the supervisor of the guardian of a minor, the assistant, the supervisor of the assistant, or a public prosecutor.

(2) At the request of the person prescribed in the preceding paragraph, the family court may rescind, in whole or in part, the ruling under paragraph 1 of the preceding Article.

(3) In cases the ruling under paragraph 1 of the preceding Article and the order under paragraph 1 of Article 876-9 are to be rescinded in their entirety, the family court must rescind the ruling of commencement of assistance.

(Relationship between Rulings)

Article 19 In cases any ruling for commencement of guardianship is to be made, and the person in question is a person under curatorship or the person under assistance, the family court must rescind the ruling of commencement of curatorship or commencement of assistance pertaining to such person in question.

(2) The provisions of the preceding paragraph shall apply mutatis mutandis in cases where the person in question, upon ruling of commencement of curatorship, is an adult ward or a person under assistance, or in cases where the person in question is, at the time of the ruling for commencement of assistance, an adult ward or a person under curatorship.

(Right of Demand by Person who is Counterparty to Person with Limited Capacity)

Article 20 The person who is the counterparty to a person with limited capacity (hereinafter referring to any minor, an adult ward, a person under curatorship, and a person under assistance who has become subject to the ruling under paragraph 1 of Article 17) may, after such person with limited capacity has become a person with capacity (hereinafter referring to a person free of any limitation on capacity to act), issue to such person a notice which demands, by establishing a certain period which is one month or more, that he/she should give a definite answer on whether or not such person will ratify such act which may be rescinded within such period. In such case, if such person fails to send any definite answer within such period, he/she is deemed to have ratified such act.

(2) The second sentence of the preceding paragraph shall likewise apply in cases where, while such person with limited capacity has not yet become a person with capacity, the person who is the counterparty to the person with limited capacity issues to the statutory agent, curator, or assistant of such person a notice prescribed in the preceding paragraph with respect to any act which is under the authority of any such officer, and the statutory agent, curator or assistant fails to issue any definite answer within the period referred to in such paragraph.

(3) With respect to any act which requires any special formalities, if no notice to the effect that the perfection of such formalities has been completed is issued within the period set forth in the preceding two paragraphs, it is deemed that such act has been rescinded.

(4) The person who is the counterparty to a person with limited capacity may issue a notice to any person under curatorship, or to any person under assistance who has been made subject to the ruling under paragraph 1 of Article 17 which demands that he/she should obtain the ratification of his/her curator or assistant, as the case may be, within the period set forth in paragraph 1 above. In such case, if the person under curatorship or person under assistance fails to issue, within the applicable period, a notice to the effect that such ratification has been obtained, it is deemed that such act has been rescinded.

(Fraudulent Means Committed by Person with Limited Capacity)

Article 21 If a person with limited capacity manipulates any fraudulent means to induce others to believe that he/she is a person with capacity, his/her act may not be rescinded.

Section III Domicile

(Domicile)

Article 22 The principal place wherein a person lives shall be his/her domicile.

(Residence)

Article 23 If the domicile of a person is unknown, his/her residence is deemed to be his/her domicile.

(2) If a person does not have the domicile in Japan, his/her residence is deemed to be his/her domicile, whether he/she is a Japanese or a foreign national; provided, however, that, this shall not apply where the law of domicile controls in accordance with the applicable provision of laws which provide the governing law.

(Temporary Domicile)

Article 24 If any temporary domicile is selected for any act, such temporary domicile is deemed to be the domicile as far as such act is concerned.

Section IV Management of Absentee Property and Adjudication of Disappearance

(Administration of Absentee Property)

Article 25 In cases any person who has left his/her domicile or residence (hereinafter referred to as "absentee") did not appoint an administrator of his/her property (hereinafter in this Section referred to simply as "administrator"), the family court may, at the request of any interested person or a public prosecutor, issue an order for necessary actions for the administration of such property. The same shall apply in cases the authority of the administrator ceases to exist during the absence of the absentee.

(2) If, after the issuance of the order pursuant to the provision of the preceding paragraph, the absentee appoints an administrator, the family court must rescind the order at the request of his/her administrator, any interested person, or a public prosecutor.

(Replacement of Administrator)

Article 26 In cases an absentee appoints an administrator, and if it is not clear whether such absentee is dead or alive, the family court may replace such administrator with another at the request of any interested person or a public prosecutor.

(Duties of Administrator)

Article 27 An administrator who is appointed by the family court pursuant to the provision of the preceding two Articles must prepare a list of the property he/she is to administer. In such case, the expenses incurred shall be disbursed from the property of the absentee.

(2) In cases it is not clear whether an absentee is dead or alive, if so requested by any interested person or a public prosecutor, the family court may also order the administrator appointed by the absentee to prepare the list set forth in the preceding paragraph.

(3) In addition to provisions of the preceding two paragraphs, the family court may issue an order to the administrator to effect any action which the court may find to be necessary for the preservation of the property of the absentee.

(Authority of Administrator)

Article 28 If an administrator needs to perform any act beyond the authority set forth in Article 103, he/she may perform such act by obtaining the permission of the family court. The same shall likewise apply if the administrator needs to perform any act beyond the authority stipulated by the absentee in cases it is not clear whether the absentee is dead or alive.

(Provision of Security by and Remuneration for Administrator)

Article 29 The family court may require an administrator to provide reasonable security with respect to the administration and return of the property.

(2) The family court may grant reasonable remuneration to the administrator from the property of the absentee with due regard to the relationship between the administrator and absentee and other circumstances.

(Adjudication of Disappearance)

Article 30 If it is not clear whether the absentee is dead or alive for 7 years, the family court may make the adjudication of disappearance at the request of any interested person.

(2) The procedure of the preceding paragraph shall likewise apply with respect to any person who was engaged in any war zone, was aboard any vessel which later sank, or was otherwise exposed to any danger which could be the cause of death, if it is not clear whether such person is dead or alive for one year after the end of the war, after the sinking of the vessel, or after the termination of such other danger, as the case may be.

(Effect of Adjudication of Disappearance)

Article 31 Any person who has become the subject of the adjudication of disappearance pursuant to the provision of paragraph 1 of the preceding Article is deemed to have died upon elapse of the period set forth in such paragraph, and a person who is the subject of the adjudication of disappearance pursuant to the provision of paragraph 2 of the same Article is deemed to have died upon the termination of such danger.

(Rescission of Adjudication of Disappearance)

Article 32 If there is any proof that an absentee is alive, or that he/she died at a time differing from that provided in the preceding Article, the family court must, at the request of the absentee himself/herself or any interested person, rescind the adjudication of disappearance. In such case, the rescission shall not affect the validity of any act which was performed without knowledge after the adjudication of disappearance but before the rescission thereof.

(2) Any person who acquired any property by the adjudication of disappearance shall lose its/his/her right upon rescission thereof; provided, however, that such person shall have the obligation to return such property only to the extent he/she is actually enriched.

Section V Presumption of Simultaneous Death

Article 32-2 In cases more than one person dies, if it is not clear whether one of the deceased survived the other(s), it is presumed that they all died at the same time.

Chapter III Juridical Persons

Section I Establishment of Juridical Persons

(Establishment of Juridical Person)

Article 33 No juridical person can be formed unless it is formed pursuant to the applicable provisions of this Code or other laws.

(Establishment of Public Interest Corporation)

Article 34 Any association or foundation relating to any academic activities, art, charity, worship, religion, or other public interest which is not for profit may be established as a juridical person with the permission of the competent government agency.

(Restrictions on Use of Name)

Article 35 Any person who is neither an incorporated association nor an incorporated foundation shall not use in its name the words "incorporated association" or "incorporated foundation", or other words which is likely to be mistaken for those words.

(Foreign Juridical Person)

Article 36 With the exception of any state, any administrative division of any state, and any commercial corporation, no establishment of a foreign juridical person shall be approved; provided, however, that, this shall not apply to any foreign juridical person which is approved pursuant to the provisions of a law or treaty.

(2) A foreign juridical person which is approved pursuant to the provision of the preceding paragraph shall possess the same private rights as may be possessed by the juridical person of the same kind which can be formed in Japan; provided, however, that, this shall not apply to any right which may not be enjoyed by a foreign national, or a right for which special provision is made in a law or treaty.

(Articles of Incorporation)

Article 37 Any person who intends to form an incorporated association must prepare the Articles of incorporation and specify the following matters:

(i) Purpose(s);

(ii) Name;

(iii) Location of the office;

(iv) Provisions regarding the asset;

(v) Provisions regarding the appointment and dismissal of directors; and

(vi) Provisions regarding the acquisition and loss of membership status.

(Change of Articles of Incorporation)

Article 38 The articles of incorporation may be changed only if the consent of three-quarters or more of all members is obtained; provided, however, that, this shall not apply to the cases where it is otherwise provided in the articles of incorporation.

(2) No change of the articles of incorporation shall take effect unless and until it is approved by the competent government agency.

(Act of Endowment)

Article 39 Any person who intends to form an incorporated foundation must provide for the matters set forth in items 1 to 5 inclusive of Article 37 in the act of endowment which is intended to form such foundation.

(Determination by Court of Name)

Article 40 When the person who intends to form an incorporated foundation dies without determining the name, location of the office, and the procedure of the appointment or dismissal of directors of such foundation, the court must, at the request of the interested person or a public prosecutor, determine such matters.

(Mutatis Mutandis Application of Provisions regarding Gifts and Bequests)

Article 41 The provisions relating to gifts shall apply mutatis mutandis to acts of endowment in the form of inter vivos dispositions to the extent this is not inconsistent with the nature thereof.

(2) If an act of endowment is done by a will, the provisions relating to bequests shall apply mutatis mutandis to the extent it is not inconsistent with the nature thereof.

(Time of Vesting of Endowed Property)

Article 42 If an act of endowment was in the form of an inter vivos disposition, the endowed property shall vest in the juridical person at the time permission is given for the establishment of such juridical person.

(2) If an act of endowment was done by a will, the endowed property shall vest in the applicable juridical person upon effectuation of such will.

(Capacity of Juridical Person)

Article 43 A juridical person shall have rights and assume duties to the extent of the purpose provided in the applicable articles of incorporation or act of endowment subject to the applicable provisions of the laws and regulations.

(Capacity of Juridical Person to Commit Tortious Acts)

Article 44 A juridical person shall be liable for damage caused to others by its directors or other agents during the course of the performance of their duties.

(2) If any damages are inflicted to others due to any ultra vires act beyond the scope of the purpose(s) of the applicable juridical person, the member(s) and director(s) who consented to the resolution pertaining to such act and the director(s) or other agent(s) who executed such resolution shall be jointly and severally liable for such damages.

(Registration of Establishment of Juridical Person)

Article 45 A juridical person must complete its registration within two weeks from the day of its establishment at the location of its principal office, and within three weeks at any location of its other office.

(2) The establishment of a juridical person may not be asserted against a third party unless it is registered at the location of its principal office.

(3) If, after the establishment of a juridical person, any new office is established, the registration at the location of such office must be filed within 3 weeks.

(Matters to be Registered upon Registration of Formation and Registration of Change)

Article 46 The following matters shall be registered upon registration of establishment of any juridical person:

(i) Purpose(s);

(ii) Name;

(iii) Location of the office;

(iv) Date of the permission of the establishment;

(v) Term of existence, if such term is stipulated;

(vi) Total amount of assets;

(vii) Method of contribution, if such method is defined; and

(viii) Name and domicile of each director.

(2) If there is any change in any matter listed in the respective items of the preceding paragraph, the registration of the change must be filed within two weeks at the location of its principal office, and within three weeks at any location of its other office. In each of the above cases, the change may not be asserted against a third party before its registration.

(3) If there is any ruling for the provisional disposition which suspends the execution of the duties of any director, or appoints any person who executes such duties in place of a director, or if there is any ruling to change or rescind such provisional disposition, the registration of such fact must be made at the location of the principal office or other office. The provision of the second sentence of the preceding paragraph shall apply mutatis mutandis to such case.

(Period for Registration)

Article 47 The period for the registration of any matter to be registered pursuant to the provision of paragraph 1 of Article 45 and the preceding Article which requires the permission of the government agency shall be calculated commencing from the day of the arrival of such permit.

(Registration of Relocation of Office)

Article 48 In cases a juridical person relocates its principal office, it must, within 2 weeks, register the fact of such relocation at the old location, and the matters listed in the respective items of paragraph 1 of Article 46 at the new location.

(2) In cases a juridical person relocates any office other than its principal office, it must register the fact of such relocation at the old location within 3 weeks, and must register the matters listed in the respective items of paragraph 1 of Article 46 at the new location within 4 weeks.

(3) In cases any office is relocated to any location within the jurisdictional district of the same Registry, it shall be sufficient to register the fact of such relocation.

(Registration of Foreign Juridical Person)

Article 49 The provisions of paragraph 3 of Article 45, Article 46 and the preceding Article shall apply mutatis mutandis to the cases where any foreign juridical person establishes an office in Japan; provided, however, that, the period of registration for any matter which takes place in any foreign state shall be calculated commencing from the day of the arrival of the notice thereof.

(2) When a foreign juridical person has established an office in Japan for the first time, a third party may deny the establishment of such juridical person until the registration has been completed at the location of such office.

(Domicile of Juridical Person)

Article 50 The domicile of a juridical person shall be at the location of its principal office.

(Inventory of Property and Directory of Members)

Article 51 A juridical person must prepare its inventory of property at the time of its establishment, and at any time between January and March of each year, and must keep it at its principal office at all times; provided, however, that, in cases a juridical person establishes any specific fiscal year, it must prepare the inventory of property at the time of its establishment and at the end of its respective fiscal year.

(2) An incorporated association must keep its directory of members and make necessary changes whenever there is any change in the members.

Section II Management of Juridical Persons

(Director)

Article 52 A juridical person must have one or more director(s).

(2) In cases there is more than one director, unless otherwise provided in the articles of incorporation or act of endowment, the business of the juridical person shall be determined by the majority of all directors.

(Representative of Juridical Person)

Article 53 The director(s) shall represent the juridical person with respect to any and all business of the juridical person; provided, however, that the director(s) may not act in contravention of the applicable provisions of the articles of incorporation or the purpose(s) of the act of endowment, and, in cases of an incorporated association, must comply with the applicable resolution of the general meeting.

(Limitation on Director's Authority of Representation)

Article 54 No limitation on a director's authority may be asserted against a third party without knowledge.

(Delegation of Director's Authority)

Article 55 A director may delegate his/her authority on a specific act to other person(s) only in cases such delegation is not prohibited by the applicable articles of incorporation, act of endowment, or resolution of the general meeting of the members.

(Provisional Director)

Article 56 In cases there is any vacancy in the office of directors, if any damage is likely to occur due to the delay in the business, the court must, at the request of any interested person or a public prosecutor, appoint a provisional director.

(Conflict of Interest)

Article 57 A director shall have no authority of representation as to any matter involving a conflict of interest between the juridical person and such director. In such case, the court must, at the request of any interested person or a public prosecutor, appoint a special agent.

(Auditor-Secretary)

Article 58 A juridical person may appoint one or more auditor-secretary(ies) under the authority of the articles of incorporation, act of endowment or the resolution of the general meeting of the members.

(Duties of Auditor-Secretary)

Article 59 The duties of an auditor-secretary shall be:

(i) to audit the status of the property of the juridical person;

(ii) to audit the status of the execution of the business by the director(s);

(iii) to submit a report to the general meeting of the members or to the competent government agency when he/she finds any violation of the applicable laws and regulations, articles of incorporation or act of endowment, or any significant impropriety with respect to the status of the property or the execution of the business; and

(iv) to convoke a general meeting of the members when it is necessary to submit the report set forth in the preceding item.

(Ordinary General Meeting)

Article 60 The director(s) of an incorporated association must convoke an ordinary general meeting of the members at least once a year.

(Extraordinary General Meeting)

Article 61 The director(s) of an incorporated association may convoke an extraordinary general meeting of the members whenever directors find it necessary.

(2) The director(s) must convoke an extraordinary general meeting if one-fifth or more of all members so request by specifying the matter(s) which is/are the purpose(s) of the meeting; provided, however, that a ratio other than one-fifth may be stipulated by the articles of incorporation.

(Convocation of General Meeting)

Article 62 The notice of the convocation of the general meeting must be given at least five days prior to the scheduled day of the meeting in the manner provided in the articles of incorporation by specifying the matter(s) which is/are the purpose(s) of the meeting.

(Execution of Business of the Incorporated Association)

Article 63 The business of the incorporated association shall be carried out pursuant to the applicable resolution of the general meeting, except those delegated to the director(s) or other officer(s) by the articles of incorporation.

(Matters for Resolution of the General Meeting)

Article 64 The general meeting may adopt a resolution only with respect to any matter which is notified in advance pursuant to the provision of Article 62; provided, however, that, this shall not apply where the articles of incorporation provide otherwise.

(Voting Right of Members)

Article 65 The vote of each member shall be of equal value.

(2) A member who is not present in the general meeting may vote in writing or by proxy.

(3) The provisions of the preceding two paragraphs shall not apply if the articles of incorporation provide otherwise.

(No Right to Vote)

Article 66 In cases any resolution is to be made with respect to the relationship between the incorporated association and any particular member, such member shall have no vote.

(Supervision of Business of Juridical Person)

Article 67 The business of a juridical person shall be subject to the supervision by the competent government agency.

(2) The competent government agency may issue to the juridical person any order which shall be necessary for the purpose its supervision.

(3) The competent government agency may, by exercising its authority, inspect the status of the business and property of a juridical person at any time.

Section III Dissolution of Juridical Person

(Causes of Dissolution of Juridical Person)

Article 68 A juridical person shall be dissolved because of:

(i) the occurrence of any cause of dissolution provided in the articles of incorporation or act of endowment, as the case may be;

(ii) the successful consummation of the business which is the purpose of the juridical person, or the impossibility of such successful consummation;

(iii) the ruling to commence bankruptcy procedures; or

(iv) the rescission of the permission of the establishment.

(2) In addition to the causes listed in the respective items of the preceding paragraph, an incorporated association shall be dissolved because of:

(i) the applicable resolution of the general meeting; or

(ii) the attrition of all members.

(Resolution for Dissolution of Juridical Person)

Article 69 An incorporated association may not adopt a resolution for dissolution without the affirmative votes of three-fourths or more of all the members; provided, however, that, this shall not apply to the cases where it is provided otherwise in the articles of incorporation.

(Commencement of Bankruptcy Procedures with respect to Juridical Person)

Article 70 In cases a juridical person is unable to pay its debts in full out of its property, the court shall, at the filing of any director or any obligee or by exercising its authority, provide the ruling to commence bankruptcy procedures.

(2) In the case prescribed in the preceding paragraph, the director(s) must immediately file a petition for the commencement of bankruptcy procedure.

(Rescission of Permission of Establishment of Juridical Person)

Article 71 In cases a juridical person carries on any business which is outside the scope of its purpose(s), or violates any conditions on which it obtained the permission of the establishment or any supervisory order issued by the competent government agency, or otherwise commits any act which is to prejudice the public interest, if the purpose of supervision cannot be achieved by any other means, the competent government agency may rescind its permission. The same shall apply if the juridical person, without any justifiable reason, does not conduct any business for three consecutive years or more.

(Vesting of Residual Assets)

Article 72 The assets of a dissolved juridical person shall vest in the person who is designated in the articles of incorporation or act of endowment.

(2) If the articles of incorporation or act of endowment does not designate any person with whom the right should be vested, or does not provide the manner to designate such person, the director(s) may, with the permission of the competent government agency, dispose of the assets of the relevant juridical person for any purpose which is similar to that of such juridical person; provided, however, that, in cases of an incorporated association, the resolution of the general meeting must be obtained.

(3) Any asset which cannot be disposed of pursuant to the provisions of the preceding two paragraphs shall vest in the national treasury.

(Juridical Person under Liquidation)

Article 73 A dissolved juridical person is deemed to still continue to exist to the extent of the purpose of the liquidation until the conclusion of such liquidation.

(Liquidator)

Article 74 Except in cases of dissolution by the operation of the ruling to commence bankruptcy procedures, when a juridical person is dissolved, its director(s) shall become the liquidator(s); provided, however, that, this shall not apply to the cases where an applicable provision of any articles of incorporation or act of endowment otherwise provides, or any person other than the director(s) has been appointed as the liquidator(s) in the general meeting.

(Appointment of Liquidator by Court)

Article 75 If no liquidator is identified pursuant to the provisions of the preceding article, or if any damage is likely to occur due to the vacancy in the office of a liquidator, the court may appoint a liquidator at the request of any interested person or a public prosecutor, or by exercising its authority.

(Dismissal of Liquidator)

Article 76 If there is any important reason for doing so, the court may dismiss a liquidator at the request of any interested person or a public prosecutor, or by exercising its authority.

(Registration and Filing of Liquidators' Particulars and Dissolution)

Article 77 Except in cases of the ruling to commence bankruptcy procedures and the rescission of the permission of the establishment, the liquidator must register his/her name and domicile as well as the cause and the date of the dissolution within two weeks from the dissolution at the location of the principal office, and within three weeks from the dissolution at the location of its other office, and file such matter with the competent government agency.

(2) A liquidator who has assumed his/her office during the course of the liquidation must register his/her name and domicile within two weeks from the assumption of his/her office at the location of the principal office, and within three weeks from the assumption of his/her office at the location of its other office, and file such matter with the competent government agency.

(3) The provisions of the preceding paragraph shall apply mutatis mutandis to the liquidator who has assumed his/her office in the case of dissolution due to the rescission of the permission of the establishment.

(Duties and Authority of Liquidator)

Article 78 A liquidator shall have the duties to:

(i) conclude the current business;

(ii) collect debts and perform obligations; and

(iii) deliver the residual assets.

(2) The liquidator may perform any and all acts in order to perform its duties listed in the respective items of the preceding paragraph.

(Request for Filing of Claims)

Article 79 Within two months from the day when he/she takes office, the liquidator(s) must require the relevant obligees, by releasing a public notice on at least three occasions, to file their claims within a stated period, in which case such notice period may not be less than two months.

(2) The public notice set forth in the preceding paragraph must note that any claim of an obligee shall be excluded from the liquidation procedure unless he/she submits his/her claim within the stated period; provided, however, that that the liquidator may not exclude any known obligee.

(3) The liquidator must require the filing of the claim to each of the known obligees.

(4) The public notice pursuant to the provision of paragraph 1 above shall be given by publishing it in the Official Gazette.

(Filing of Claim after Lapse of the Stated Period)

Article 80 Any obligee who submits its claim after the lapse of the period set forth in paragraph 1 of the preceding Article shall be entitled to make its claim only to the assets which, after all debts of the juridical person have been fully paid, is not yet delivered to the person with vested rights.

(Commencement of Bankruptcy Procedure with respect to Juridical Person under Liquidation)

Article 81 When it has become apparent during the liquidation procedure that the assets of the relevant juridical person is not sufficient to fully pay its debts, the liquidator must immediately file a petition for the commencement of bankruptcy procedures and make a public notice of such fact.

(2) In cases any juridical person under the liquidation procedure has become subject to the ruling of the commencement of bankruptcy procedures, if the administration of the relevant procedure has been transferred to the trustee in bankruptcy, it is deemed that the liquidator has completed his/her duties.

(3) In the case prescribed in the preceding paragraph, if the juridical person under the liquidation procedure has already paid any money to the obligees, or has delivered any asset to the person with vested rights, the trustee in bankruptcy may retrieve such money or asset.

(4) The public notice pursuant to the provision of paragraph 1 above shall be made by publishing it in the Official Gazette.

(Supervision by the Court)

Article 82 The dissolution and liquidation of a juridical person shall be subject to the supervision of the court.

(2) The court may, by exercising its authority, conduct any inspection which may be necessary for the supervision set forth in the preceding paragraph.

(Filing of Conclusion of Liquidation Procedure)

Article 83 When any liquidation procedure has been concluded, the liquidator must file such fact with the competent government agency.

Section IV Supplementary Rules

(Delegation of Authorities of Competent Government agency)

Article 84 The authorities of the competent government agency provided in this Chapter may be delegated, in whole or in part, to any government agency of the national government pursuant to the applicable cabinet order.

(Processing of the Business of the Competent Government agency by Executive Agency of Prefectural Government)

Article 84-2 The execution of the authorities of the applicable competent government agency provided in this Chapter may be administered, in whole or in part, by the governor or other executive agency of the relevant prefectural government (hereinafter referred to as "prefectural executive agency") pursuant to the applicable cabinet order.

(2) In the case set forth in the preceding paragraph, the applicable competent government agency may instruct the applicable prefectural executive agency with respect to the issuance of any order for supervisory purpose or the rescission of the permission of the establishment to the relevant juridical person pursuant to the applicable cabinet order.

(3) In the case referred to in paragraph 1, the competent government agency may establish the standard to be complied with by the applicable prefectural executive agency in its administration.

(4) When the applicable competent government agency establishes the standard set forth in the preceding paragraph, they must make a public announcement thereof.

Section V Penal Provisions

Article 84-3 A director, auditor-secretary, or liquidator of a juridical person shall be made subject to a civil fine of not more than 500,000 Yen if he/she:

(i) fails to effect any registration provided in this Chapter;

(ii) violates the provision of Article 51, or makes any false entry in the inventory of property or directory of members;

(iii) has obstructed any inspection by the competent government agency, any government agency of the national government to which the authorities of the competent government agency are delegated, or any prefectural executive agency which administers the execution of the authorities of the competent government agency, or the court pursuant to the provision of paragraph 3 of Article 67 or paragraph 2 of Article 82;

(iv) violates any order for supervisory purpose issued by the competent government agency, any government agency of the national government to which the authorities of the competent government agency are delegated, or any prefectural executive agency which administers the execution of the authorities of the competent government agency pursuant to the provision of paragraph 2 of Article 67;

(v) has made any misrepresentation to, or has concealed any fact from, any government agency, any prefectural executive agency which administers the execution of the authorities of the competent government agency, or the general meeting;

(vi) fails to file a petition for the commencement of bankruptcy procedures pursuant to the provision of paragraph 2 of Article 70 or paragraph 1 of Article 81; or

(vii) has failed to make the public notice required under paragraph 1 of Article 79 or paragraph 1 of Article 81, or has made any improper public notice.

(2) Any person who violates the provision of Article 35 shall be subject to a civil fine of not more than Yen 100,000.

Chapter IV Things

(Definition)

Article 85 The term "Things" as used in this Code shall mean tangible thing.

(Real Estate and Movables)

Article 86 Land and any fixtures thereto are regarded as real estate.

(2) Any Thing which is not real estate is regarded as movable.

(3) A bearer certificate of claims is deemed to be movable.

(Principal and Appurtenance)

Article 87 If the owner of a Thing attaches to it any other Thing he/she owns to make other Thing available for the permanent use of the former Thing, such other Thing which was attached is regarded as appurtenance.

(2) Appurtenance shall be subject to the disposition of the principal.

(Natural Fruits and Legal Fruits)

Article 88 Products which are obtained from the intended use of a Thing are regarded as Natural Fruits.

(2) Money or other Thing to be obtained in exchange for the use of any Thing are regarded as Legal Fruits.

(Vesting of Fruits)

Article 89 Natural Fruits shall vest in the person who has the right to obtain them when they are severed from the origin.

(2) Legal Fruits shall be acquired in proportion to the number of days depending on the duration of the right to obtain them.

Chapter V Juristic Acts

Section I General Provisions

(Public Policy)

Article 90 A juristic act with any purpose which is against public policy is void.

(Manifestation of Intention Inconsistent with Default Rules)

Article 91 If any party to a juristic act manifests any intention which is inconsistent with a provision in any laws and regulations not related to public policy, such intention shall prevail.

(Custom Inconsistent with Default Rules)

Article 92 In cases there is any custom which is inconsistent with a provision in any law or regulation not related to public policy, if it is found that any party to a juristic act has the intention to abide by such custom, such custom shall prevail.

Section II Manifestation of Intention

(Concealment of True Intention)

Article 93 The validity of the manifestation of intention shall not be impaired even if the person who makes the manifestation knows that it does not reflect his/her true intention; provided, however, that, in cases the other party knew, or could have known, the true intention of the person who makes the manifestation, such manifestation of intention shall be void.

(Fictitious Manifestation of Intention)

Article 94 Any fictitious manifestation of intention made in collusion with another party(ies) shall be void.

(2) The nullity of the manifestation of intention pursuant to the provision of the preceding paragraph may not be asserted against a third party without knowledge.

(Mistake)

Article 95 Manifestation of intention has no effect when there is a mistake in any element of the juristic act in question; provided, however, that the person who made the manifestation of intention may not assert such nullity by himself/herself if he/she was grossly negligent.

(Fraud or Duress)

Article 96 Manifestation of intention which is induced by any fraud or duress may be rescinded.

(2) In cases any third party commits any fraud inducing any person to make a manifestation of intention to the other party, such manifestation of intention may be rescinded only if the other party knew such fact.

(3) The rescission of the manifestation of intention induced by the fraud pursuant to the provision of the preceding two paragraphs may not be asserted against a third party without knowledge.

(Manifestation of Intention to Person at a Distance)

Article 97 Manifestation of intention to a person at a distance shall become effective at the time of the arrival of the notice to the other party.

(2) The validity of manifestation of intention to a person at a distance shall not be impaired even if the person who made the manifestation dies or loses his/her capacity to act after the dispatch of the notice.

(Manifestation of Intention by Public Notice)

Article 98 Manifestation of intention may be made by means of public notice if the person who makes the manifestation is unable to identify the other party or is unable to identify the whereabouts of the other party.

(2) The public notice set forth in the preceding paragraph shall be effected by posting the notice at the posting area of the relevant court and publishing the fact of such posting in the Official Gazette at least once in accordance with the applicable provisions of the Code of Civil Procedure (Act No. 109 of 1996) regarding the service of the public notice; provided, however, that the court may, if it finds it suitable, order to post the notice at a posting area of the city office, ward office, or town/village office or any facility equivalent to the above in lieu of the publication in the Official Gazette.

(3) Manifestation of intention by means of public notice is deemed to have arrived at the other party upon elapse of two weeks after the day when the notice was last published in the Official Gazette, or the day on which any posting in lieu of such publication started, whichever comes first; provided, however, that the service of such notice shall not take effect if the person who makes the manifestation is negligent in not identifying the other party or not identifying the whereabouts of the other party.

(4) The procedure regarding the public notice shall be subject to the jurisdiction of the summary court which has jurisdiction over the area where the person who makes the manifestation of intention has his/her domicile in cases he/she is unable to identify the other party, or over the area of the last known domicile of the other party in cases the whereabouts of the other party cannot be identified.

(5) The court must require the person who makes the manifestation of intention to prepay the expenses regarding the public notice.

(Capacity to Receive the Manifestation of Intention)

Article 98-2 In cases the other party to the manifestation of intention is a minor or an adult ward at the time when the other party receives such manifestation of intention, the person who made the manifestation of intention may not assert his/her manifestation of intention against such other party; provided, however, that, this shall not apply after the statutory agent of such other party has acquired the knowledge of such manifestation of intention.

Section III Agency

(Requirements and Effect of Act of Agent)

Article 99 A manifestation of intention made by an agent representing that the same is made on behalf of the principal within the scope of the agent's authority binds the principal.

(2) The provision of the preceding paragraph shall apply mutatis mutandis to any manifestation of intention made by a third party to an agent.

(Manifestation of Intention made with no Indication that it is made on behalf of the Principal)

Article 100 Any manifestation of intention made by an agent with no indication that it is made on behalf of the principal is deemed to have been made for the agent's own behalf; provided, however, that, in cases the other party knew, or could have known, that the agent is acting on behalf of the principal, the provision of the preceding paragraph shall apply mutatis mutandis.

(Defect in Act of Agent)

Article 101 In cases the validity of a manifestation of intention should be affected by any absence of intention, any fraud, any duress, or any negligence in knowing or not knowing any particular circumstance, whether or not such fact existed shall be determined with reference to the agent.

(2) In cases an agent is entrusted to perform any specific juristic act, if the agent performs such act in accordance with the instructions of the principal, the principal may not assert that the agent did not know a particular circumstance which the principal knew. The same shall apply to any circumstance which the principal did not know due to his/her negligence.

(Agent's Capacity to Act)

Article 102 An agent need not to be a person with the capacity to act.

(Authority of Agent with no Specified Authority)

Article 103 An agent who has no specified authority shall have the authority to do the following acts only:

(i) acts of preservation; and

(ii) acts which have the purpose of using or improving any Thing or right which is the subject of the agency to the extent such act does not change the nature of such property or right.

(Appointment of Sub-agent by Agent)

Article 104 A privately appointed agent may not appoint its sub-agent unless the authorization of the principal is obtained or there is an unavoidable reason to do so.

(Responsibility of Agent Who Appointed Sub-agent)

Article 105 If an agent appoints a sub-agent pursuant to the provisions of the preceding Article, it shall be responsible vis-a-vis the principal for the appointment and supervision of such sub-agent.

(2) A privately appointed agent shall not assume the responsibility set forth in the preceding paragraph if it appointed the sub-agent in accordance with the nomination by the principal; provided, however, that, this shall not apply to the cases where the agent knows that the sub-agent is unsuitable or untrustworthy, and fails to notify the principal thereof or to dismiss the sub-agent.

(Appointment of Sub-agent by Statutory Agent)

Article 106 A statutory agent may appoint a sub-agent on its own responsibility. In such case, if there is any unavoidable reason, it shall assume only the responsibility set forth in paragraph 1 of the preceding Article.

(Authority of Sub-agent)

Article 107 A sub-agent shall represent the principal with respect to any act within the scope of its authority.

(2) A sub-agent shall have the same rights and obligations as those of the agent vis-a-vis the principal and third parties.

(Self-Contract and Representation of both Parties)

Article 108 An agent may not be the agent of the other party or the agent of both parties in the same juristic act; provided, however, that, this shall not apply where the act constitutes the performance of any obligation, or the act is authorized by the principal in advance.

(Apparent Authority due to Manifestation of Grant of Authority of Agency)

Article 109 A person who manifested to a third party that he/she granted certain authority of agency to other person(s) shall be liable for any act performed by such other person(s) with third parties within the scope of such authority, unless such third parties knew, or were negligent in not knowing, that such other person(s) were not granted the authority of agency.

(Apparent Authority of Act Exceeding Authority)

Article 110 The provision of the main clause of the preceding Article shall apply mutatis mutandis to the case where an agent performs any act exceeding its authority and a third party has reasonable grounds for believing that the agent has the authority.

(Ground of Termination of Authority of Agency)

Article 111 The authority of agency shall be terminated upon:

(i) death of the principal; and

(ii) death of the agent, or ruling of the commencement of bankruptcy procedures or ruling for commencement of guardianship against the agent.

(2) The authority of a privately appointed agent by mandate shall be terminated, other than on the grounds listed in the respective items of the preceding paragraph, upon the termination of the contract appointing him/her.

(Apparent Authority After Termination of Authority of Agency)

Article 112 Termination of the authority of agency may not be asserted vis-a-vis a third party without knowledge; provided, however, that, this shall not apply to the cases where such third party was negligent in not knowing such fact.

(Unauthorized Agency)

Article 113 Any contract concluded by a person who holds himself/herself out as an agent of others without authority of agency shall be void vis-a-vis the principal unless ratified by the principal.

(2) Any ratification or refusal to ratify may not be asserted vis-a-vis the counterparty unless it is made to such counterparty; provided, however, that, this shall not apply to the cases where the counterparty has come to know such fact.

(Right of Notice of Counterparty of Unauthorized Agency)

Article 114 In the case referred to in the preceding Article, the counterparty may require the principal, by fixing a reasonable period of time, to make a definite answer on whether or not he/she will ratify within such period of time. In such case, if the principal fails to make any definite answer within such period, he/she is deemed to have refused to ratify.

(Right to Rescind of Counterparty of Unauthorized Agency)

Article 115 A contract concluded by a person without any authority of agency may be rescinded by the counterparty until the principal ratifies it; provided, however, that, this shall not apply to the cases where the counterparty knew at the time of the conclusion of the contract that the agent had no authority of agency.

(Ratification of Act of Unauthorized Agency)

Article 116 Ratification shall be effective retroactively as of the time of the conclusion of the contract unless other intention is manifested; provided, however, that no right of a third party may be prejudiced.

(Liability of Unauthorized Agent)

Article 117 A person who concluded a contract holding himself/herself out as an agent of another person shall be liable to the counterparty for the performance of the contract or damages as chosen by such counterparty if he/she is unable to prove his/her authority of agency nor obtain the ratification of the principal.

(2) The provisions of the preceding paragraph shall not apply if the counterparty knew, or was negligent in not knowing, that the person who concluded a contract holding himself/herself out as an agent of another person had no authority of agency, or if the person who concluded a contract holding himself/herself out as an agent of another person had no capacity to act.

(Unauthorized Agency in Unilateral Juristic Act)

Article 118 With respect to a unilateral juristic act, the provisions of Articles 113 to the preceding Article inclusive shall apply mutatis mutandis only in cases the counterparty, at the time of such act, agrees that the person who holds himself/herself as an agent will act without authority of agency, or did not contest the authority of agency of such person. The above provisions shall also apply mutatis mutandis in cases any person performs a unilateral juristic act vis-a-vis any person without authority of agency with the consent of such person.

Section IV Nullity and Rescission of Acts

(Ratification of Acts which are Void)

Article 119 An act which is void does not become effective by ratification; provided, however, that, if a party ratifies any act knowing that such act is void, it is deemed that he/she acted de novo.

(Persons with the Right to Rescind Act)

Article 120 An act which may be rescinded on the grounds of the limited capacity to act of the person who performed such act may be rescinded only by the person whose capacity to act is limited, or its agent, successor, or a person who has the authority to give consent.

(2) An act which may be rescinded on the grounds of fraud or duress may be rescinded only by the person who made such defective manifestation of intention, or his/her agent or successor.

(Effect of Rescission)

Article 121 An act which is rescinded is deemed void ab initio; provided, however, that a person with limited capacity to act shall have the obligation to reimburse to the extent that he/she is actually enriched as a result of such act.

(Ratification of Rescindable Acts)

Article 122 A rescindable act may not be rescinded from the time when the person set forth in Article 120 ratifies it; provided, however, that ratification may not prejudice the rights of third parties.

(Method of Rescission and Ratification)

Article 123 In cases the counterparty to a rescindable act is identified, the rescission or ratification of such act shall be made by the manifestation of intention to such counterparty.

(Requirements for Ratification)

Article 124 A ratification shall not be effective unless it is made after the circumstance(s) that made the act rescindable ceases to exist.

(2) If an adult ward recognizes his/her act after he/she has become a person with capacity to act, he/she may ratify such act only after such recognition.

(3) The provisions of the preceding two paragraphs shall not apply in cases the ratification is made by the statutory agent, or the curator or assistant of the person with limited capacity to act.

(Statutory Ratification)

Article 125 If, after the time when it has become possible to ratify an act pursuant to the provisions of the preceding Article, any of the following events occurs with respect to an act which is otherwise rescindable, it is deemed that ratification has been made, unless any objection is reserved:

(i) performance of such act, in whole or in part;

(ii) demand for the performance of such act;

(iii) novation of such act;

(iv) provision of security;

(v) assignment, in whole or in part, of any right acquired as a result of such rescindable act; or

(vi) compulsory execution of such act.

(Limitation on Period of Right to Rescind)

Article 126 The right to rescind an act shall be extinguished by the operation of the prescription if it is not exercised within five years from the time when it becomes possible to ratify the act. The same shall apply when twenty years has elapsed from the time of the act.

Section V Conditions and Time Limit

(Effect of Fulfillment of Conditions)

Article 127 A juristic act which is subject to a condition precedent shall become effective upon fulfillment of the condition.

(2) A juristic act which is subject to a condition subsequent shall become ineffective upon fulfillment of the condition.

(3) If the party manifests an intention to extend the effect of fulfillment of the condition retroactively to any time prior to the time of the fulfillment, such intention shall prevail.

(Prohibition of Infringement of Interest of Counterparty Pending Fulfillment of Conditions)

Article 128 Neither party to a juristic act which is subject to any condition may infringe the interests of the counterparty which should arise from such juristic act upon fulfillment of the condition while it is uncertain whether or not such condition has been fulfilled.

(Disposition of Rights Pending Fulfillment of Conditions)

Article 129 While it is uncertain whether or not a condition has been fulfilled, the rights and obligations of the party concerned may be disposed of, inherited or preserved, or any security may be provided therefor, in accordance with the usual provisions of the law.

(Prevention of Fulfillment of Conditions)

Article 130 In cases any party who will suffer any detriment as a result of the fulfillment of a condition intentionally prevents the fulfillment of such condition, the counterparty may deem that such condition has been fulfilled.

(Fulfilled Conditions)

Article 131 In cases a certain condition is already fulfilled at the time of the performance of the applicable juristic act, if such condition is a condition precedent, such juristic act shall be unconditional, and if such condition is a condition subsequent, such juristic act shall be void.

(2) In cases it is already established conclusively at the time of the performance of the applicable juristic act that a certain condition will not be fulfilled, if such condition is a condition precedent, such juristic act shall be void, and if such condition is a condition subsequent, such juristic act shall be unconditional.

(3) In the cases referred to in the provisions of the preceding two paragraphs, the provisions of Article 128 and Article 129 shall apply mutatis mutandis while the relevant parties are not aware that the relevant condition has been, or has not been, fulfilled, as the case may be.

(Unlawful Conditions)

Article 132 Juristic act which is subject to an unlawful condition shall be void. The same shall apply to any act which is subject to the condition that an unlawful act not be performed.

(Impossible Conditions)

Article 133 Juristic act subject to a condition precedent which is impossible shall be void.

(2) Juristic act subject to a condition subsequent which is impossible shall be unconditional.

(Potestative Conditions)

Article 134 A juristic act which is subject to a condition precedent shall be void if the condition is dependent upon the will of the obligor.

(Effect of Arrival of Assigned Time)

Article 135 If time of commencement of validity is assigned to a juristic act, the performance of such juristic act may not be demanded before the arrival of such time.

(2) If time of expiration of validity is assigned to a juristic act, the validity of such juristic act shall expire upon the arrival of such time.

(Benefit of Time and Its Waiver)

Article 136 It is presumed that a time specified is provided for the benefit of the obligor.

(2) The benefit of time may be waived; provided, however, that such waiver may not prejudice the interest of the counterparty.

(Forfeiture of Benefit of Time)

Article 137 The obligor may not assert the benefit of time if:

(i) the obligor has become subject to the ruling of the commencement of bankruptcy procedures;

(ii) the obligor has destroyed, damaged, or diminished the security; or

(iii) the obligor fails to provide security when it has the obligation to do so.

Chapter VI Calculation of Period

(Common Rules on Calculation of Period)

Article 138 The method of calculation of a period shall be subject to the provision of this Chapter unless otherwise provided in the laws and regulations or any judicial order, or unless the relevant juristic act otherwise specifies.

(Commencement of Period)

Article 139 When a period is defined by the hour, the period commences immediately at the specified time.

Article 140 When a period is defined by the day, week, month, or year, the first day of the period shall not be included for the purpose of the calculation; provided, however, that, this shall not apply to the cases where the period commences at twelve midnight.

(Expiration of Period)

Article 141 In the case referred to in the preceding Article, the period shall expire at the end of the last day of such period.

Article 142 If the last day of a period falls on a Sunday, a holiday as provided in the Act on National Holidays (Act No. 178 of 1948), or any other holiday, only when it is customary not to do business on such day, the period shall expire on the immediately following day.

(Calculation of Period with Reference to Calendar)

Article 143 When a period is defined by the week, month, or year, the period shall be calculated with reference to the calendar week, month, or year.

(2) When a period does not commence at the beginning of the week, month, or year, such period shall expire in the last week, month, or year on the day immediately preceding the day which corresponds to the commencement day; provided, however, that if the period is defined by the month or year and the last month does not contain the corresponding day, the period shall expire on the last day of such month.

Chapter VII Prescription

Section I General Provisions

(Effect of Prescription)

Article 144 The prescription shall take effect retroactively as of the commencement day.

(Invocation of Prescription)

Article 145 The court may not make a judgment relying on the prescription unless the party invokes it.

(Waiver of Benefits of Prescription)

Article 146 The benefits of the prescription may not be waived in advance.

(Ground of Interruption of Prescription)

Article 147 The prescription shall be nullified upon issuance of:

(i) any claim;

(ii) any attachment, provisional seizure, or provisional disposition; or

(iii) any acknowledgment.

(Persons Affected by Interruption of Prescription)

Article 148 The nullification of prescription pursuant to the provision of the preceding Article shall be effective solely among the parties with respect to whom the ground of such interruption arose, and their respective successors.

(Judicial Claims)

Article 149 A judicial claim shall not have the effect of interruption of the prescription in cases where the action is dismissed or withdrawn.

(Demand for Payment)

Article 150 A demand for payment shall not have the effect of interruption of the prescription in cases where it loses its effect because the obligee fails to file for the declaration of provisional execution within the period set forth in Article 392 of the Code of Civil Procedure.

(Filing for Settlement and Conciliation)

Article 151 The filing for settlement or the filing for conciliation under the Civil Conciliation Act (Act No. 222 of 1951) or Family Affairs Adjudication Act (Act No. 152 of 1947) shall not have the effect of interruption of the prescription in cases where, when the counterparty fails to appear in the court or when the settlement or conciliation is not satisfactorily concluded, the action is not brought within one month.

(Participation in Bankruptcy Procedures)

Article 152 Participation in a bankruptcy procedures, participation in a rehabilitation procedures, or participation in a reorganization procedures shall not have the effect of interruption of the prescription when the obligee withdraws its filing, or its filing has been dismissed.

(Demand)

Article 153 A demand shall not have the effect of interruption of the prescription unless a judicial claim, filing for demand of payment, filing for settlement, filing for conciliation under the Civil Conciliation Act or Family Affairs Adjudication Act, participation in bankruptcy procedures, participation in a rehabilitation procedures, participation in a reorganization procedures, attachment, provisional seizure, or provisional disposition is commenced within six months.

(Attachment, Provisional Seizure, and Provisional Disposition)

Article 154 An attachment, provisional seizure, and provisional disposition shall not have the effect of interruption of the prescription if it is avoided at the request of any rights holder, or for failure to comply with any provisions of the law.

Article 155 When an attachment, provisional seizure, or provisional disposition is not effected vis-a-vis a person who acquires any benefit of the prescription, it shall not have the effect of interruption of the prescription unless a notice is given to such person.

(Acknowledgment)

Article 156 An acknowledgment which has the effect of interruption of the prescription shall not require the capacity to act or authority with respect to the disposition of the rights of the counterparty.

(Running of Prescription following Interruption)

Article 157 A prescription which is interrupted shall resume running at the time the applicable grounds for suspension cease to exist.

(2) Any prescription which is interrupted by a judicial claim shall resume running at the time of the final and binding judgment.

(Minor or Adult Ward and Suspension of Prescription)

Article 158 If a minor or an adult ward, as the case may be, has no statutory agent during the period of six months preceding the expiration of period of the prescription, the prescription shall not be completed with respect to such minor or adult ward until six months elapse from the time when such minor or adult ward becomes a person with a capacity to act, or a statutory agent is appointed.

(2) In cases where a minor or an adult ward has any right vis-a-vis his/her father, mother, or guardian who manages his/her property, the prescription shall not be completed with respect to such right until six months elapse from the time when such minor or adult ward becomes a person with a capacity to act, or a succeeding statutory agent is appointed.

(Suspension of Prescription of Rights Between Husband and Wife)

Article 159 With respect to any right which either husband or wife has vis-a-vis the other spouse, the prescription shall not be completed until six months elapse from the time of the dissolution of the relevant marriage.

(Suspension of Prescription Regarding Inherited Property)

Article 160 With respect to any inherited property, the prescription shall not be completed until six months elapse from the time when the applicable heir is identified, the administrator is appointed, or the ruling of the commencement of bankruptcy procedures is made.

(Suspension of Prescription due to Natural Disaster)

Article 161 If the prescription may not be interrupted upon expiration of period of the prescription due to any natural disaster or other unavoidable contingency, the prescription shall not be completed until two weeks elapse from the time when such impediment has ceased to exist.

Section II Acquisitive Prescription

(Acquisitive Prescription of Ownership)

Article 162 A person who possesses any property of another for 20 years peacefully and openly with an intention to own shall acquire the ownership thereof.

(2) A person who possesses any property of another for 10 years peacefully and openly with an intention to own shall acquire the ownership thereof if he/she was without knowledge and was not negligent when the possession started.

(Acquisitive Prescription of Property Rights other than Ownership)

Article 163 A person who exercises any property right other than the ownership peacefully and openly with an intention to do so on his/her own behalf shall acquire such right after the elapse of 20 years or 10 years consistent with the distinction provided in the preceding Article.

(Interruption of Acquisitive Prescription due to Discontinuation of Possession)

Article 164 The prescription pursuant to the provision of Article 162 shall be interrupted when the possessor discontinues the possession voluntarily, or he/she is deprived of his/her possession by others.

Article 165 The provision of the preceding Article shall apply mutatis mutandis to the case under Article 163.

Section III Extinctive Prescription

(Running of Extinctive Prescription)

Article 166 The extinctive prescription commences to run when it has become possible to exercise the right.

(2) The provision of the preceding paragraph shall not preclude the commencement of acquisitive prescription for the benefit of a third party who possesses any subject matter which is a right subject to the time of commencement or a right subject to a condition precedent, at the time of commencing such possession; provided, however, that the holder of the right may demand the possessor to give his/her acknowledgment at any time to interrupt the prescription.

(Extinctive Prescription of Claim)

Article 167 A claim shall be extinguished if not exercised for ten years.

(2) Any property right other than the claim or ownership shall be extinguished if not exercised for twenty years.

(Extinctive Prescription of Periodic Payments)

Article 168 A claim for periodic payments shall be extinguished if not exercised for twenty years after the first due date. The same shall apply if not exercised for ten years after the last due date.

(2) The obligee of periodic payments may require its obligor at any time to issue a written acknowledgment in order to acquire the evidence of the interruption of the prescription.

(Short-term Extinctive Prescription of Claim for Periodic Performance)

Article 169 Any claim for the delivery of money or other Thing for periodic performance of one year or shorter shall be extinguished if not exercised for five years.

(Short-term Extinctive Prescription of Three Years)

Article 170 The claims listed below shall be extinguished if not exercised for three years; provided, however, that the prescription of the claims listed in item (ii) shall commence upon completion of the work referred to in the same item:

(i) any claim regarding a diagnosis, assistance in baby delivery, or the preparation of medicine by a doctor, delivery assistant, or pharmacist; or

(ii) any claim, regarding the construction work, of a person engaged in design, execution, or supervision of the work.

Article 171 An attorney or a legal professional corporation, or a notary public shall be relieved of their responsibility for any document received in connection with its/his/her service upon the elapse of three years after the termination of the relevant case with respect to an attorney or a legal professional corporation, and after the execution of his/her duties with respect to a notary public.

(Short-term Extinctive Prescription of Two Years)

Article 172 Any claim regarding the duties of an attorney, a legal professional corporation, or a notary public shall be extinguished if not exercised for two years after the close of the case which was the cause of such claim.

(2) Notwithstanding the provisions of the preceding paragraph, if five years have elapsed after the close of any particular matter included in the case referred to in such paragraph, the claim regarding such matter shall be extinguished even in the middle of the period set forth in such paragraph.

Article 173 The following claims shall be extinguished if not exercised for two years:

(i) a claim pertaining to the price of any product or goods sold by a manufacturer, wholesale merchant, or retail merchant;

(ii) a claim regarding the work of any person whose business is to manufacture any Thing or to perform the work in his/her own workplace for the benefit of others upon placement of an order using his/her own skill; and

(iii) a claim possessed by any person who provides education in the arts and sciences, or technical skills, with respect to the price of the education, food and clothing and accommodation for students.

(Short-term Extinctive Prescription of One Year)

Article 174 The following claims shall be extinguished if not exercised for one year:

(i) a claim pertaining to the salary of an employee which is fixed by one month or any shorter period;

(ii) a claim pertaining to the remuneration of any person whose business is to provide his/her own labor or entertainment, or the price of any Thing supplied by such person;

(iii) a claim pertaining to freight for transportation;

(iv) a claim pertaining to room charges, food and beverage charges, admission fees, entrance fees, the price of goods consumed or monies to be reimbursed to any hotel, establishment providing food and beverages, seating hire facility, or place of amusement; andThe term "eating establishment" is commonly used in the U.S.A.

(v) a claim pertaining to the rent for movables.

(Extinctive Prescription of Right Established in Judgment of Court)

Article 174-2 The period of prescription of any right established in a unappealable judgment shall be ten years even if any period of prescription shorter than ten years is provided. The same shall apply to any right which is established in a settlement in a court proceeding or conciliation, or any other action which has the effect equivalent to that of the unappealable judgment.

(2) The provision of the preceding paragraph shall not apply to any claim which is not yet due and payable yet at the time when the judgment becomes unappealable.

Source[edit]

  • Civil Code Japanese Law Translation by the Ministry of Justice on April 1, 2009.
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