Commercial Code of Japan
The following are selected sections of the Commercial Code of Japan as amended through December 30, 2005. The original Japanese text is available at:
- 1 Title I. General Provisions
- 2 Title II. Companies
- 2.1 Chapter 1. General Provisions
- 2.2 Chapter 2. Partnerships (Gōmei Gaisha)
- 2.3 Chapter 3. Limited Partnerships (Gōshi Gaisha)
- 2.4 Chapter 4. Corporations (Kabushiki Kaisha)
- 2.5 Chapter 5. Electronic Notice Investigation Authority
- 2.6 Chapter 6. Foreign Companies
- 2.7 Chapter 7. Penalties
- 3 Title III. Commercial Transactions
- 4 Title IV. Maritime Commerce
Title I. General Provisions
Title II. Companies
Chapter 1. General Provisions
Chapter 2. Partnerships (Gōmei Gaisha)
Subchapter 2. Internal Relations
Article 68. Internal relations of the partnership, when not specifically governed by the articles of incorporation or this Code, shall be governed by those provisions of the Civil Code pertaining to associations.
Article 70. In the absence of a specific provision in the articles of incorporation, each partner shall have the right and owe the responsibility to manage the partnership.
Article 73. No partner may transfer all or part of their interest to another person without the consent of the other partners.
Subchapter 3. External Relations
Article 76. A partner who manages the business shall represent the partnership, provided that this shall not obstruct the designation of a person to represent the partnership in its regular course of business by the articles of incorporation or the agreement of the partners.
Article 80. Upon liquidation of the partnership's assets and liabilities, the partners shall be jointly and severally responsible for the settlement of debts.
Chapter 3. Limited Partnerships (Gōshi Gaisha)
Article 146. Limited partnerships shall be organized around limited liability partners and unlimited liability partners.
Article 147. Limited partnerships shall be governed by the provisions governing partnerships in the absence of particular provisions in this chapter.
Chapter 4. Corporations (Kabushiki Kaisha)
Subchapter 2. Stock
Article 200. The liability of shareholders shall be limited to the value of the stock they hold.
Subchapter 3. Corporate Organization
Section 2. Directors and Board of Directors
Article 263. Directors must provide the following (including, if duplicates under subsection (3) below have been produced using electromagnetic means, such electromagnetic duplicates) at the following locations: (1) articles of incorporation, at the head office and branch offices; (2) list of shareholders, records of all new subscription rights and records of bonds, at the head office (if a representative agent has been appointed, at the head office or at the place of business of the registered agent); (3) duplicates of the aforementioned (if a representative agent has been appointed, these are limited to those provided at the head office), at the place of business of the registered agent; and (4) records of odd lots and forfeited shares, at the head office (if a representative agent has been appointed, at the head office or at the place of business of the registered agent).
2. Shareholders, creditors of the company, holders of odd lots and persons holding subscription rights to new stock may, at any time during business hours, make the following requests, provided that expenses designated by the company shall be necessary when making the requests in subsections (2) and (4): (1) when documents have been prepared pursuant to the articles of incorporation, a request to inspect such documents; (2) a request for duplicates or excerpts of the aforementioned documents; (3) when electromagnetic recordings have been made pursuant to the articles of incorporation, a request for inspection of the contents of the information recorded, pursuant to those rules established by order of the Ministry of Justice; and (4) a request for furnishing by electronic means of information recorded in the aforementioned electromagnetic recordings as designated by order of the Ministry of Justice, or a request for excerpts of documents containing the contents of such information.