Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities (Tentative translation)
Table of Contents
Chapter I General Provisions (Articles 1 to 4)
Chapter II Facilitation of Business Reconstruction, Management Resource Reutilization, Management Resource Integration, and Resource Productivity Innovation
Section 1 Plans for Business Activities (Articles 5 to 13)
Section 2 Equipment Installation Plans (Articles 14 to 17)
Section 3 Special Measures, etc. (Articles 18 to 30)
Chapter II-2 Support for Specified Business Activities by the Innovation Network Corporation of Japan
Section 1 General Provisions (Articles 30-2 to 30-7)
Section 2 Incorporation (Articles 30-8 to 30-13)
Section 3 Administration
Subsection 1 Directors (Article 30-14 and Article 30-15)
Subsection 2 The Innovation Network Committee (Articles 30-16 to 30-21)
Subsection 3 Amendments to the Articles of Incorporation (Article 30-22)
Section 4 Business Operations
Subsection 1 Scope of Business Operations (Article 30-23)
Subsection 2 Support Standards (Article 30-24)
Subsection 3 Implementation of Business Operations (Articles 30-25 to 30-27)
Section 5 State Assistance (Article 30-28)
Section 6 Finance and Accounting (Articles 30-29 to 30-31)
Section 7 Supervision (Articles 30-32 to 30-34)
Section 8 Dissolution (Article 30-35 and Article 30-36)
Chapter III Revitalization of Small and Medium-Sized Enterprises
Section 1 Facilitation of Start-ups and Small and Medium-Sized Enterprise Management Resource Utilization (Articles 31 to 39)
Section 2 Facilitation of Small and Medium-Sized Enterprise Succeeding Business Revitalization (Articles 39-2 to 39-6)
Section 3 Development of a Support System for Small and Medium-Sized Enterprise Revitalization (Articles 40 to 47)
Chapter IV Facilitation of Business Revitalization (Articles 48 to 54)
Chapter V Utilization of Intellectual Property Rights in Business Activities
Section 1 Special Provisions Concerning Patent Fees (Articles 55 to 57)
Section 2 Registration of Specified Non-Exclusive Licenses (Articles 58 to 71)
Chapter VI Miscellaneous Provisions (Articles 72 to 77)
Chapter VII Penal Provisions (Articles 78 to 85)
Supplementary Provisions
Chapter I General Provisions
(Purpose)
Article 1 The purpose of this Act is, in view of the importance of improving productivity for the promotion of the sustainable development of the Japanese economy, as a special measure, to take measures for the facilitation of business reconstruction, management resource reutilization, management resource integration, and resource productivity innovation executed by business operators, while taking into consideration employment stability, and to take measures for the establishment of the Innovation Network Corporation of Japan and for business operations concerning support for specified business activities, measures for supporting the revitalization of small and medium-sized enterprises, and measures for the facilitation of business revitalization, along with promoting the utilization of intellectual property rights on business activities, thereby revitalizing Japanese industrial activities and contributing to innovations in industrial activities in order for Japanese industry to deal with the recent structural changes in the international economy.
(Definitions)
Article 2 (1) The term "management resources" as used in this Act shall mean knowledge and skills possessed by individuals, and technologies, equipment, and other resources utilized in business activities.
(2) The term "affiliated business operator" as used in this Act shall mean a business operator (including newly established juridical persons) whose management is considered to be under the material control of another business operator and who holds with that business operator a relationship specified by Ordinance of the competent ministry.
(3) The term "affiliated foreign juridical person" as used in this Act shall mean a foreign juridical person (including those newly established) whose management is considered to be under the material control of a business operator with a head office or principal office in Japan, and who holds with that business operator a relationship specified by Ordinance of the competent ministry.
(4) The term "business reconstruction" as used in this Act shall mean, among businesses that a business operator undertakes or intends to undertake, business activities aimed at strengthening businesses with high productivity in comparison to other businesses undertaken by said business operator, or businesses that can be predicted to have high productivity in the future (hereinafter referred to as the "core business") that are listed below.
(i) Those structural changes to businesses undertaken by a business operator (including structural changes to businesses undertaken by affiliated business operators and affiliated foreign juridical persons of said business operator) for the purposes of improving productivity to a considerable extent that are listed below.
(a) Mergers; company splits; share exchanges; share transfers; or the acceptance of a business or assets necessary for a business or a considerable increase in stated capital (including equivalents in foreign countries); the acquisition of shares in another company (limited to cases in which said other company is to become an affiliated business operator through said acquisition); the acquisition of shares, equity, or similar in a foreign juridical person (limited to cases in which said foreign juridical person is to become an affiliated foreign juridical person through said acquisition); or the commencement, expansion or improvement in efficiency of the core business through the establishment of a company or foreign juridical person or the contributions to a limited liability partnership (meaning a limited liability partnership prescribed in Article 2 of the Limited Liability Partnership Act (Act No. 40 of 2005); the same shall apply hereinafter).
(b) The dismantling to a considerable extent of the facilities held by said business operator or the disposal to a considerable extent of its equipment; company splits; share exchanges; share transfers or the transfer of a business or assets (including equivalents in foreign countries); the transfer of shares in an affiliated business operator (limited to cases in which it is to cease being an affiliated business operator of said business operator through said transfer); the transfer of shares, equity, or similar in a foreign affiliated juridical person (limited to cases in which it is to cease being a foreign affiliated juridical person of said business operator through said transfer); or the narrowing or cancellation of business activities through the establishment or liquidation of a company or foreign juridical person or the contributions to a limited liability partnership.
(ii) Those changes in field or format of businesses undertaken by a business operator, utilizing his/her management resources that are listed below (hereinafter referred to as "business innovations").
(a) Considerable alterations to the composition of goods produced or sold, or the composition of services provided, through the development and production of new goods, or the development and provision of new services.
(b) Significant streamlining in the production of goods through the implementation of new production formats for goods or the improvement of the efficiency of equipment.
(c) Significant streamlining in the sale of goods or the provision of services through the implementation of new sales formats for goods or the implementation of new provision formats for services.
(d) Considerable exploitation of newly arising demand within Japan or in a foreign country (referred to as "exploitation of newly arising demand" in Article 4, paragraph (1), item (ii), (c)) through the implementation of new sales and provision formats for goods or services by combining goods and services integrally, or the implementation of new provision formats for services by combining certain services and other services integrally.
(e) Considerable reduction of expenses pertaining to the production of goods, through the use of new raw materials, parts or semi-finished goods, or implementation of new purchasing formats for raw materials, parts or semi-finished goods.
(5) The term "management resource reutilization" as used in this Act shall mean business activities aimed at improving to a considerable extent the productivity of businesses, utilizing effectively the management resources of another business operator pertaining to said businesses, after succeeding to said businesses from said other business operator through a merger, acceptance of business, or equivalents thereto (referred to as a "merger, etc." in paragraph (18)).
(6) The term "management resource integration" as used in this Act shall mean business activities aimed towards undertaking businesses that are predicted to have significantly high productivity, effectively combining and integrally utilizing management resources of two or more business operators in different business fields, that fall under all of the requirements listed in the following items.
(i) They are associated with a merger, company split, share exchange, share transfer, acceptance of a business or assets necessary for a business, acquisition of shares in another company (limited to cases in which said other company is to become an affiliated business operator through said acquisition), considerable increase in state capital or establishment of a company, pertaining to said two or more business operators and their affiliated business operator(s).
(ii) They considerably alter the composition of goods produced or sold, or the composition of services provided, or considerably exploit newly arising demand within Japan, through the development and production of new goods or the development and provision of new services.
(7) The term "resource productivity" as used in this Act shall mean the extent to which energy use or mineral resource use (except use as energy) contributes to the economy activities of a business operator.
(8) The term "resource productivity innovation" as used in this Act shall mean business activities aimed at considerably improving resource productivity with respect to all or part of the businesses undertaken by a business operator, or business activities aimed towards undertaking businesses that are predicted to have significantly high productivity, that are listed below.
(i) The structural changes to the businesses undertaken by a business operator, that are listed below.
(a) Mergers; company splits; share exchanges; share transfers; the acceptance of a business or assets necessary for a business; the considerable increase in stated capital; the acquisition of shares in another company (limited to cases in which said other company is to become an affiliated business operator through said acquisition); or the commencement, expansion or improvement in efficiency of a business aimed at considerably improving resource productivity or a business predicted to have significantly high resource productivity, through the establishment of a company.
(b) The dismantling to a considerable extent of the facilities held by said business operator or the disposal to a considerable extent of its equipment; company splits; share exchanges; share transfers or the transfer of a business or assets; the transfer of shares in an affiliated business operator (limited to cases in which it is to cease being an affiliated business operator of said business operator through said transfer); or the narrowing or cancellation of business activities through the establishment or liquidation of a company or foreign juridical person.
(ii) Changes in the field or format of businesses or the streamlining of business activities undertaken by a business operator by utilizing his/her management resources.
(9) The term "business innovation new goods production equipment" as used in this Act shall mean equipment solely used for the production of new goods necessary for the business innovations listed in paragraph (4), item (ii), (a) (limited to new goods produced based on a new technology that was an outcome of research and development carried out by a business operator attempting to install said equipment by him/herself; hereinafter referred to as "business innovation new goods").
(10) The term "resource productivity innovation equipment" as used in this Act shall mean equipment or facilities (for facilities, this is limited to those falling under any of the following items) necessary for the business activities set forth in paragraph (8) (limited to the portion pertaining to item (ii) of the same paragraph) which improve resource productivity with respect to businesses implemented with said equipment or facilities to an extent equal to or greater than that specified by the competent minister, or which it is predicted will be of an extent equal to or greater than that specified by the competent minister.
(i) Facilities specified by the competent minister as facilities to have an integrated structure with equipment.
(ii) Facilities necessary for the implementation of new distribution formats conducive to the streamlining of purchasing, production or sale of goods or their raw materials, parts or semi-finished goods.
(11) The term "resource constraint response production equipment" shall mean equipment solely used in the production of those listed below.
(i) Resource constraint response products (meaning devices, installations or equipment specified by the competent minister that are predicted to contribute especially to the exploitation of new markets undertaken by a business operator for the purpose of dealing with changes in economic structure owing to constraints on the use of resources; the same shall apply hereinafter.)
(ii) Exclusive parts (meaning semi-finished goods, parts or raw materials used as part of resource constraint response products and not used in devices, installations or equipment other than said resource constraint response products; the same shall apply hereinafter).
(12) The term "specified business activities" as used in this Act shall mean business activities aimed towards undertaking businesses predicted to have high productivity, or for the exploitation of new businesses, utilizing management resources other than one's own management resources; or business activities supporting said business activities.
(13) The term "specified letter of credit" as used in this Act shall mean a letter of credit issued by a bank, credit union, credit cooperative or other financial institution specified by Cabinet Order (referred to as a "financial institution" in the following paragraph) at the request of a business operator holding its head office or principal office in Japan, which indicates that obligations based on said letter of credit will be performed in cases in which the non-performance of obligations has arisen through borrowings (including discounts received on negotiable instruments) from a foreign bank, etc. (meaning the foreign bank, etc. prescribed in Article 4, paragraph (3) of the Banking Act (Act No. 59 of 1981)) of a foreign affiliated juridical person of said business operator.
(14) The term "specified letter of credit issuance contract" as used in this Act shall mean contracts concluded between a business operator and a financial institution in which said financial institution pledges to issue a specified letter of credit, and said business operator, in cases in which said financial institution has performed obligations based on said specified letter of credit, pledges to pay to said financial institution an amount equivalent to the amount of the performance of said obligations or an amount specified by Ordinance of the Ministry of Economy, Trade and Industry.
(15) The term "start-up" as used in this Act shall mean the acts listed below.
(i) The commencement of a new business by an individual not currently engaged in a business (excluding those listed in the following item).
(ii) The establishment of a new company by an individual not currently engaged in a business and the commencement of a business by said newly established company.
(16) The term "founder" as used in this Act shall mean the persons listed below.
(i) An individual intending to carry out a start-up listed in item (i) of the preceding paragraph and who has a concrete plan to undertake said start-up within one month.
(ii) An individual who carried out a start-up listed in item (i) of the preceding paragraph and for whom five years have not elapsed since the date the business commenced.
(iii) An individual intending to carry out a start-up listed in item (ii) of the preceding paragraph and who has a concrete plan to undertake said start-up within two months.
(iv) A company established through the carrying out of a start-up listed in item (ii) of the preceding paragraph and for which five years have not elapsed since the date of that establishment.
(17) The term "small and medium-sized enterprise operator" as used in this Act shall mean persons falling under any of the following items.
(i) Companies whose amount of stated capital or total amount of contributions is not more than 300,000,000 yen together with companies and individuals that regularly employ 300 employees or less, whose principal business is a business belonging to the manufacturing industry, the construction industry, the transportation industry or other business type (excluding the business types listed in the following item to item (iv) and the business types specified by Cabinet Order set forth in item (v)).
(ii) Companies whose amount of stated capital or total amount of contributions is not more than 100,000,000 yen together with companies and individuals that regularly employ 100 employees or less, whose principal business is a business belonging to the wholesale industry (excluding the business types specified by Cabinet Order set forth in item (v)).
(iii) Companies whose amount of stated capital or total amount of contributions is not more than 50,000,000 yen together with companies and individuals that regularly employ 100 employees or less, whose principal business is a business belonging to the service industry (excluding the business types specified by Cabinet Order set forth in item (v)).
(iv) Companies whose amount of stated capital or total amount of contributions is not more than 50,000,000 yen together with companies and individuals that regularly employee 50 employees or less, whose principal business is a business belonging to the retail industry (excluding the business types specified by Cabinet Order set forth in the following item).
(v) Companies whose amount of stated capital or total amount of contributions is not more than an amount specified by Cabinet Order for each business type together with companies and individuals that regularly employ a number of employees not more than a number specified by Cabinet Order for each business type, whose principal business is a business belonging to a business type specified by the Cabinet Order.
(vi) Business co-operatives.
(vii) Joint business co-operatives
(viii) Business cooperatives, federations of cooperatives, and other partnerships and their federations established pursuant to a special Act, that are specified by Cabinet Order.
(18) The term "small and medium-sized enterprise management resource utilization" as used in this Act shall mean the implementation by a small and medium-sized enterprise of the development of new goods, new technologies or new services, commercialization, exploitation of demand or other newly exploited businesses (hereinafter referred to as "exploitation of new business"), by effectively utilizing actual existing management resources in new ways or effectively utilizing new management resources, or the implementation by a small and medium-sized enterprise of the streamlining of the production or the sale of goods or the provision of services, by effectively combining and integrally utilizing actual existing management resources and new management resources pertaining to the businesses succeeded to from other small and medium-sized enterprise(s) through a merger, etc.
(19) The term "small and medium-sized enterprise operator succeeded" as used in this Act shall mean the small and medium-sized enterprise operator whose business is succeeded to by a certain small and medium-sized enterprise operator upon the latter's management resource utilization of small and medium-sized enterprises.
(20) The term "specified small and medium-sized enterprise operator" as used in this Act shall mean a small and medium-sized enterprise operator for whom the continuation of business is becoming extremely difficult due to the owing of extensive obligations or the deterioration of financial status due to other circumstances.
(21) The term "small and medium-sized enterprise succeeding business revitalization" as used in this Act shall mean the promotion of revitalization of businesses through the succession to all or part of the businesses of a specified small and medium-sized enterprise operator by another business operator through company split or transfer of business, together with improvements in the balance of payments or other improvements with respect to said businesses succeeded to by said business operator.
(22) The term "succeeding business operator" as used in this Act shall mean a business operator succeeding to a business through small and medium-sized enterprise succeeding business revitalization.
(23) The term "business revitalization" as used in this Act shall mean the revitalization of the business of a business operator which owes extensive obligations, by obtaining the cooperation of all or part of its creditors (excluding cases in which the revitalization of the business is to be implemented through revitalization procedures, reorganization procedures, or other procedures specified by an Act specified by Cabinet Order).
(24) The term "specified certified dispute resolution business operator" as used in this Act shall mean certified dispute resolution business operators (meaning those persons prescribed in Article 2, item (iv) of the Act on Promotion of the Use of Alternative Dispute Resolution Procedures (Act No. 151 of 2004); the same shall apply in Article 48) who have received approval pursuant to the provisions of paragraph (1) of the same Article.
(25) The term "specified certified dispute resolution procedures" as used in this Act shall mean certified dispute resolution procedures (meaning the procedures prescribed in Article 2, item (iii) of the Act on Promotion of the Use of Alternative Dispute Resolution Procedures; the same shall apply in Article 48, paragraph (1), item (ii)) which are undertaken by a specified certified dispute resolution business operator with respect to disputes pertaining to business revitalization.
(26) The term "specified non-exclusive license contract" as used in this Act shall mean a contract in the form of written documents (including those prepared in electromagnetic records (meaning a record made in an electronic form, a magnetic form or any other form not recognizable to human perception, which is used in information processing by computers; the same shall apply in Article 30-19, paragraph (9) and Article 30-20, paragraph (2), item (ii)); the same shall apply hereinafter in this paragraph), in which a non-exclusive license, with respect to patent rights, utility model rights or exclusive license (meaning an exclusive license with respect to patent rights or utility model rights; the same shall apply hereinafter) (hereinafter such license shall be simply referred to as "non-exclusive license" except in Article 63, paragraph (1) and paragraph (2), item (i)) is granted by a patentee, utility model rights holder or exclusive licensee, which is a juridical person, to another juridical person, and which does not contain the patent number (meaning the patent number set forth in Article 66, paragraph (3), item (vi) of the Patent Act (Act No. 121 of 1959); the same shall apply hereinafter) or utility model registration number (meaning the registration number set forth in Article 14, paragraph (3), item (vi) of the Utility Model Act (Act No. 123 of 1959) or in Article 14, paragraph (3) of the Utility Model Act prior to the revision pursuant to the provisions of Article 3 of the Act for Partial Revision of the Patent Act, etc. (Act No. 26 of 1993) that are deemed to remain in force pursuant to the provisions of Article 4, paragraph (1) of the Supplementary Provisions to the same Act; the same shall apply hereinafter) pertaining to all of the patent rights, utility model rights or exclusive license that are to be subject to approval.
(27) The term "specified non-exclusive license registry book" as used in this Act shall mean a book containing matters that are to be registered with respect to a non-exclusive license approved through a specified non-exclusive license contract, pursuant to the provisions of this Act.
(Basic Guidelines)
Article 3 (1) The Minister of Economy Trade and Industry and the Minister of Finance (for the Minister of Finance, limited to the matters listed in item (vi) of the following paragraph) shall provide basic guidelines concerning the revitalization of industry and innovation in industrial activities in Japan (hereinafter referred to as "basic guidelines").
(2) The basic guidelines shall provide for the matters listed below.
(i) Basic matters concerning the revitalization of industry and innovation in industrial activities in Japan.
(ii) Matters listed below concerning business reconstruction.
(a) Matters concerning the setting of objectives concerning the improvement of productivity and the soundness of financial conditions through business reconstruction.
(b) Matters concerning the implementation methods for business reconstruction.
(c) Necessary matters concerning business reconstruction, in addition to what is listed in (a) and (b).
(iii) Matters listed below concerning management resource reutilization.
(a) Matters concerning the setting of objectives concerning the improvement of productivity through management resource reutilization.
(b) Matters concerning the implementation methods for management resource reutilization.
(c) Necessary matters concerning management resource reutilization, in addition to what is listed in (a) and (b).
(iv) Matters listed below concerning management resource integration.
(a) Matters concerning the setting of objectives concerning the improvement of productivity and the soundness of financial conditions through management resource integration.
(b) Matters concerning the implementation methods for management resource integration.
(c) Necessary matters concerning management resource integration, in addition to what is listed in (a) and (b).
(v) Matters listed below concerning resource productivity innovation.
(a) Matters concerning the setting of objectives concerning improvement of productivity and levels of productivity to be achieved through resource productivity innovation.
(b) Matters concerning the implementation methods for resource productivity innovation.
(c) Necessary matters concerning resource productivity innovation, in addition to what is listed in (a) and (b).
(vi) Matters concerning the roles that the Japan Finance Corporation (hereinafter referred to as "JFC") and a designated financial institution (meaning a financial institution designated pursuant to the provisions of Article 24-5, paragraph (1); hereinafter the same shall apply except in Article 24-2) shall play for the facilitation of the procurement of the funds necessary for carrying out measures for the purposes of business reconstruction, management resource reutilization, management resource integration, and resource productivity innovation.
(vii) Matters listed below concerning the installation of business innovation new goods production equipment.
(a) Matters concerning standards for business innovation new goods.
(b) Matters concerning standards for business innovation new goods production equipment to be installed.
(c) Necessary matters concerning the installation of business innovation new goods production equipment, in addition to what is listed in (a) and (b).
(viii) Matters listed below concerning the installation of resource constraint response production equipment.
(a) Matters concerning standards for resource constraint response products.
(b) Matters concerning standards for resource constraint response production equipment to be installed.
(c) Matters concerning the exploitation of new markets through resource constraint response products and exclusive parts.
(d) Necessary matters concerning the installation of resource constraint response production equipment, in addition to what is listed in (a) to (c).
(ix) Matters listed below concerning the promotion of specified business activities.
(a) Matters concerning business operators undertaking specified business activities.
(b) Matters concerning the role of the Innovation Network Corporation of Japan in the promotion of specified business activities.
(c) Necessary matters concerning the promotion of specified business activities, in addition to what is listed in (a) and (b).
(x) Matters listed below concerning small and medium-sized enterprise succeeding business revitalization.
(a) Matters concerning the setting of objectives concerning the strengthening of businesses through small and medium-sized enterprise succeeding business revitalization.
(b) Matters concerning implementation methods for small and medium-sized enterprise succeeding business revitalization.
(c) Necessary matters concerning small and medium-sized enterprise succeeding business revitalization, in addition to what is listed in (a) and (b).
(xi) Other necessary matters concerning revitalization of industry and innovation in industrial activities in Japan.
(3) The Minister of Economy, Trade and Industry and the Minister of Finance shall, when a necessity has arisen due to changes in economic circumstances, make changes to the basic guidelines.
(4) The Minister of Economy, Trade and Industry and the Minister of Finance shall, when intending to provide basic guidelines or make changes to them, consult with the heads of the relevant administrative organs in advance.
(5) When the Minister of Economy, Trade and Industry and the Minister of Finance have provided basic guidelines or have made changes to them, they shall make public that fact without delay.
(Business Field Specific Guidelines)
Article 4 (1) The competent minister may, based on the basic guidelines (excluding the portion pertaining to the matters listed in paragraph (2), item (ix) of the preceding Article), and from business fields within his/her jurisdiction, designate business fields listed below, and provide guidelines concerning revitalization of industry or innovation in industrial activities pertaining to said business fields (hereinafter referred to as "business field specific guidelines").
(i) Business fields in a state of structural oversupply (meaning a situation in which supply capacity clearly and significantly exceeds demand, and it can be predicted that this circumstance will continue for a lengthy period; the same shall apply hereinafter) for which revitalization of industrial power in accordance with the special characteristics of said business fields is considered appropriate.
(ii) Business fields listed below, for which revitalization of industrial power or innovations in industrial activity in accordance with the special characteristics of said business fields is considered appropriate.
(a) Business fields for which improvements in productivity are especially necessary.
(b) Business fields in which Japanese business operators' business scale is significantly small compared with the international standards.
(c) Business fields for which exploitation of newly arising demand is especially necessary.
(2) Business field specific guidelines shall provide for implementation methods for business reconstruction, management resource reutilization, management resource integration or resource productivity innovation within said business field, and other necessary matters concerning revitalization of industry and innovation in industrial activities pertaining to said business field.
(3) The competent minister shall, when a necessity has arisen due to changes in economic circumstances, make changes to business field specific guidelines.
(4) The competent minister shall, when intending to provide business field specific guidelines or make changes to them, consult with the Minister of Economy, Trade and Industry or the heads of other relevant administrative organs in advance.
(5) When the competent minister has provided business field specific guidelines or has made changes to them, he/she shall make public that fact without delay.
Chapter II Facilitation of Business Reconstruction, Management Resource Reutilization, Management Resource Integration, and in Resource Productivity Innovation
Section 1 Plans for Business Activities
(Approval of Business Reconstruction Plans)
Article 5 (1) A business operator may prepare a plan concerning business reconstruction it intends to implement (hereinafter referred to as a "business reconstruction plan") and, in accordance with what is specified by Ordinance of the competent ministry, submit it to the competent minister by March 31, 2016 and receive his/her approval.
(2) In cases in which two or more business operators jointly take measures for business reconstruction, said two or more business operators may jointly prepare a business reconstruction plan and receive the approval set forth in the preceding paragraph.
(3) A business reconstruction plan shall state the matters listed below.
(i) The objective of the business reconstruction plan.
(ii) An index indicating the extent to which productivity and the soundness of financial conditions will be improved through the business reconstruction.
(iii) The substance and implementation period of the business reconstruction.
(iv) The amount of funds necessary to implement the business reconstruction, and the method of their procurement.
(v) Matters concerning the labor associated with the business reconstruction.
(4) A business reconstruction plan may include plans concerning the considerable increase in stated capital for the purposes of ensuring funds necessary for the business reconstruction.
(5) A business reconstruction plan may include plans concerning measures taken by affiliated business operators and foreign affiliated juridical persons for the purposes of the business reconstruction of said business operator.
(6) The competent minister shall, in cases in which an application for the approval set forth in paragraph (1) has been filed, and when he/she considers that the business reconstruction plan conforms to all of the following items, give his/her approval.
(i) Said business reconstruction plan is clearly appropriate in light of the basic guidelines (in cases in which business field specific guidelines have been provided pursuant to the provisions of paragraph (1) of the preceding Article with respect to the core business pertaining to said business reconstruction plan, the basic guidelines and said business field specific guidelines).
(ii) The business reconstruction pertaining to said business reconstruction plan can be predicted to be implemented smoothly and reliably.
(iii) The management resources of said business operator will be effectively utilized through the business reconstruction pertaining to said business reconstruction plan.
(iv) The business reconstruction pertaining to said business reconstruction plan will not hinder any improvements in productivity in the business field to which the core business pertaining to said business reconstruction belongs, in light of the situation in domestic and foreign markets.
(v) The business reconstruction pertaining to said business reconstruction plan will not hinder the dissolution of structural oversupply.
(vi) The business reconstruction pertaining to said business reconstruction plan will not impair the sound development of the national economy in harmony with the international economic environment.
(vii) Said business reconstruction plan will not cause unjust damage to the status of employees.
(viii) For business reconstruction plans pertaining to applications filed by two or more business operators, or business reconstruction plans pertaining to applications filed by a business operator receiving a business from another business operator, they are in conformity with (a) and (b) below.
(a) Fair competition between said business operator filing the application and other business operators managing a business belonging to the same business field as the one managed by the former will be maintained in light of the situation in domestic and foreign markets.
(b) There is no risk of unjust damage to the interests of general consumers and related business operators.
(7) The competent minister shall, when he/she has given the approval set forth in paragraph (1), make public the substance of the business reconstruction plan pertaining to said approval, in accordance with what is specified by Ordinance of the competent ministry.
(Changes to Business Reconstruction Plans)
Article 6 (1) Those receiving the approval set forth in paragraph (1) of the preceding Article (including juridical persons established through a merger in accordance with the business reconstruction plan pertaining to said approval; hereinafter these shall be referred to as "approved business reconstruction business operators") shall, when intending to make changes to the business reconstruction plan pertaining to said approval, receive approval of the competent minister, in accordance with what is specified by Ordinance of the competent ministry.
(2) When the competent minister considers that measures for business reconstruction are not being taken by an approved business reconstruction business operator or its affiliated business operators or foreign affiliated juridical persons in accordance with the business reconstruction plan pertaining to said approval (when an approval has been given for changes pursuant to the provisions of the preceding paragraph, the plan after those changes; hereinafter such plan shall be referred to as an "approved business reconstruction plan"), he/she may rescind his/her approval.
(3) When the competent minister considers that an approved business reconstruction plan no longer conforms to any of the items of paragraph (6) of the preceding Article, he/she may direct the approved business reconstruction business operator to make changes to said approved business reconstruction plan or rescind his/her approval of it.
(4) The competent minister shall, when he/she has rescinded approval pursuant to the provisions of the preceding two paragraphs, make public that fact.
(5) The provisions of paragraph (6) and paragraph (7) of the preceding Article shall apply mutatis mutandis to the approval set forth in paragraph (1).
(Approval of Management Resource Reutilization Plans)
Article 7 (1) A business operator may prepare a plan concerning management resource reutilization it intends to implement (including those a juridical person established by said business operator intends to implement; hereinafter such plan shall be referred to as a "management resource reutilization plan") and, in accordance with what is specified by Ordinance of the competent ministry, submit it to the competent minister by March 31, 2016, and receive his/her approval.
(2) A management resource reutilization plan shall state the matters listed below.
(i) The substance of the management resources of the other business operator intended to be utilized.
(ii) The objective of the management resource reutilization.
(iii) An index indicating the extent to which the productivity of the businesses succeeded to from the other business operator will be improved through the management resource reutilization.
(iv) The substance and implementation period of the management resource reutilization.
(v) The amount of funds necessary to implement the management resource reutilization, and the method of their procurement.
(vi) Matters concerning the labor associated with the management resource reutilization.
(3) A management resource reutilization plan may include plans concerning the matters listed below.
(i) Matters concerning significant increases in stated capital for the purposes of ensuring funds necessary for the management resource reutilization (in cases in which the amount of stated capital, capital reserves or retained earnings reserves (hereinafter referred to as "stated capital, etc.") is reduced at the same time, reductions in the amount of said stated capital, etc. shall be included).
(ii) Matters concerning the dismantling to a considerable extent of facilities, or the disposal to a considerable extent of equipment, intended to be undertaken in association with the management resource reutilization.
(4) The competent minister shall, in cases in which an application for the approval set forth in paragraph (1) has been filed, and when he/she considers that the management resource reutilization plan conforms to all of the following items, give his/her approval.
(i) Said management resource reutilization plan is clearly appropriate in light of the basic guidelines (in cases in which business field specific guidelines have been provided pursuant to the provisions of Article 4, paragraph (1) with respect to the business succeeded to from another business operator pertaining to said management resource reutilization plan, the basic guidelines and said business field specific guidelines).
(ii) The management resource reutilization pertaining to said management resource reutilization plan can be predicted to be implemented smoothly and reliably.
(iii) The management resource reutilization pertaining to said management resource reutilization plan will not hinder the dissolution of structural oversupply.
(iv) The management resource reutilization pertaining to said management resource reutilization plan will not impair the sound development of the national economy in harmony with the international economic environment.
(v) Said management resource reutilization plan will not cause unjust damage to the status of employees.
(vi) Said management resource reutilization plan is in conformity with (a) and (b) below.
(a) Fair competition between the business operator filing an application for the approval set forth in paragraph (1) and other business operators managing a business belonging to the same business field as the one managed by the former will be maintained in light of the situation in domestic and foreign markets.
(b) There is no risk of unjust damage to the interests of general consumers and related business operators.
(5) The competent minister shall, when he/she has given the approval set forth in paragraph (1), make public the substance of the management resource reutilization plan pertaining to said approval, in accordance with what is specified by Ordinance of the competent ministry.
(Changes to Management Resource Reutilization Plans)
Article 8 (1) Those receiving the approval set forth in paragraph (1) of the preceding Article (including juridical persons established through a merger in accordance with the management resource reutilization plan pertaining to said approval; hereinafter such persons shall be referred to as "approved management resource reutilization business operators") shall, when intending to make changes to the management resource reutilization plan pertaining to said approval, receive approval of the competent minister, in accordance with what is specified by Ordinance of the competent ministry.
(2) When the competent minister considers that measures for management resource reutilization are not being taken by an approved management resource reutilization business operator in accordance with the business reconstruction plan pertaining to said approval (when an approval has been given for changes pursuant to the provisions of the preceding paragraph, the plan after those changes; hereinafter such plan shall be referred to as an "approved management resource reutilization plan"), he/she may rescind his/her approval.
(3) When the competent minister considers that an approved management resource reutilization plan no longer conforms to any of the items of paragraph (4) of the preceding Article, he/she may direct the approved management resource reutilization business operator to make changes to said approved management resource reutilization plan or rescind his/her approval of it.
(4) The competent minister shall, when he/she has rescinded approval pursuant to the provisions of the preceding two paragraphs, make public that fact.
(5) The provisions of paragraph (4) and paragraph (5) of the preceding Article shall apply mutatis mutandis to the approval set forth in paragraph (1).
(Approval of Management Resource Integration Plans)
Article 9 (1) Two or more business operators in different business fields may prepare a plan concerning management resource integration they intend to implement (hereinafter referred to as a "management resource integration plan") and, in accordance with what is specified by Ordinance of the competent ministry, submit it to the competent minister by March 31, 2016, and receive his/her approval.
(2) A management resource integration plan shall state the matters listed below.
(i) The objective of the management resource integration.
(ii) An index indicating the extent to which productivity and the soundness of financial conditions will be improved through the management resource integration.
(iii) The substance and implementation period of the management resource integration.
(iv) The amount of funds necessary to implement the management resource integration, and the method of their procurement.
(v) Matters concerning the labor associated with the management resource integration.
(3) A management resource integration plan may include plans concerning measures taken by affiliated business operators for the purposes of the management resource integration of said business operator.
(4) The competent minister shall, in cases in which an application for the approval set forth in paragraph (1) has been filed, and when he/she considers that the management resource integration plan conforms to all of the following items, give his/her approval.
(i) Said management resource integration plan is clearly appropriate in light of the basic guidelines (in cases in which business field specific guidelines have been provided pursuant to the provisions of Article 4, paragraph (1) with respect to the business fields pertaining to said management resource integration plan, the basic guidelines and said business field specific guidelines).
(ii) The management resource integration pertaining to said management resource integration plan can be predicted to be implemented smoothly and reliably.
(iii) The management resource integration pertaining to said management resource integration plan will not hinder the dissolution of structural oversupply.
(iv) The management resource integration pertaining to said management resource integration plan will not impair the sound development of the national economy in harmony with the international economic environment.
(v) Said management resource integration plan will not cause unjust damage to the status of employees.
(vi) Said management resource integration plan is in conformity with (a) and (b) below.
(a) Fair competition between the business operator filing an application for the approval set forth in paragraph (1) and other business operators managing a business belonging to the same field as the one managed by the former will be maintained in light of the situation in domestic and foreign markets.
(b) There is no risk of unjust damage to the interests of general consumers and related business operators.
(5) The competent minister shall, when he/she has given the approval set forth in paragraph (1), make public the substance of the management resource integration plan pertaining to said approval, in accordance with what is specified by Ordinance of the competent ministry.
(Changes to Management Resource Integration Plans)
Article 10 (1) Those receiving the approval set forth in paragraph (1) of the preceding Article (including juridical persons established through a merger in accordance with the management resource integration plan pertaining to said approval; hereinafter such persons shall be referred to as "approved management resource integration business operators") shall, when intending to make changes to the management resource integration plan pertaining to said approval, receive approval of the competent minister, in accordance with what is specified by Ordinance of the competent ministry.
(2) When the competent minister considers that measures for management resource integration are not being taken by an approved management resource integration business operator or its affiliated business operators in accordance with the management resource integration plan pertaining to said approval (when an approval has been given for changes pursuant to the provisions of the preceding paragraph, the plan after those changes; hereinafter such plan shall be referred to as an "approved management resource integration plan"), he/she may rescind his/her approval.
(3) When the competent minister considers that an approved management resource integration plan no longer conforms to any of the items of paragraph (4) of the preceding Article, he/she may direct the approved management resource integration business operator to make changes to said approved management resource reutilization plan, or rescind his/her approval of it.
(4) The competent minister shall, when he/she has rescinded approval pursuant to the provisions of the preceding two paragraphs, make public that fact.
(5) The provisions of paragraph (4) and paragraph (5) of the preceding Article shall apply mutatis mutandis to the approval set forth in paragraph (1).
(Approval of Resource Productivity Innovation Plans)
Article 11 (1) A business operator may prepare a plan concerning resource productivity innovation it intends to implement (hereinafter referred to as a "resource productivity innovation plan") and, in accordance with what is specified by Ordinance of the competent ministry, submit it to the competent minister by March 31, 2016, and receive his/her approval.
(2) In cases in which two or more business operators jointly take measures for resource productivity innovation, said two or more business operators may jointly prepare a resource productivity innovation plan and receive the approval set forth in the preceding paragraph.
(3) A resource productivity innovation plan shall state the matters listed below.
(i) The objective of the resource productivity innovation.
(ii) An index indicating the extent to which productivity and the soundness of financial conditions will be improved through the resource productivity innovation.
(iii) The substance and implementation period of the resource productivity innovation.
(iv) The amount of funds necessary to implement the resource productivity innovation, and the method of their procurement.
(v) Matters concerning the labor associated with the resource productivity innovation.
(4) The intention to install resource productivity innovation equipment for the purposes of implementing the resource productivity innovation may be stated in a resource productivity innovation plan.
(5) A resource productivity innovation plan may include plans concerning measures taken by affiliated business operators for the purposes of the resource productivity innovation of said business operator.
(6) The competent minister shall, in cases in which an application for the approval set forth in paragraph (1) has been filed, and when he/she considers that the resource productivity innovation plan conforms to all of the following items, give that approval.
(i) Said resource productivity innovation plan is clearly appropriate in light of the basic guidelines (in cases in which business field specific guidelines have been provided pursuant to the provisions of Article 4, paragraph (1) with respect to the business pertaining to said resource productivity innovation plan, the basic guidelines and said business field specific guidelines).
(ii) The resource productivity innovation pertaining to said resource productivity innovation plan can be predicted to be implemented smoothly and reliably.
(iii) The resource productivity innovation pertaining to said resource productivity innovation plan will not hinder the dissolution of structural oversupply.
(iv) The resource productivity innovation pertaining to said resource productivity innovation plan will not impair the sound development of the national economy in harmony with the international economic environment.
(v) Said resource productivity innovation plan will not cause unjust damage to the status of employees.
(vi) For resource productivity innovation plans pertaining to applications filed by two or more business operators, or resource productivity innovation plans pertaining to applications filed by a business operator receiving a business from another business operator, they are in conformity with (a) and (b) below.
(a) Fair competition between the business operators filing said application and other business operators managing a business belonging to the same business field as the one managed by the former will be maintained in light of the situation in domestic and foreign markets.
(b) There is no risk of unjust damage to the interests of general consumers and related business operators.
(vii) In cases in which a business activity with respect to a business falling under the category of a type 1 cargo forwarding business (meaning the type 1 cargo forwarding business set forth in Article 2, paragraph (7) of the Cargo Forwarder Service Act (Act No. 82 of 1989) (except international type 1 trade cargo forwarding business by foreign nationals (meaning a business undertaken under the registration set forth in Article 35, paragraph (1) of the same Act)); the same shall apply hereinafter) is stated in said resource productivity innovation plan, the person intending to implement said business activity does not fall under any of the items (i) to (v) of Article 6, paragraph (1) of the same Act.
(viii) In cases in which a business activity with respect to a business falling under the category of a type 2 cargo forwarding business (meaning the type 2 cargo forwarding business set forth in Article 2, paragraph (8) of the Cargo Forwarder Service Act (except international type 2 cargo forwarding business by foreign nationals (meaning a business undertaken under the permission set forth in Article 45, paragraph (1) of the same Act; the same shall apply in the following paragraph); the same shall apply hereinafter in this item) is stated in said resource productivity innovation plan, the person intending to implement said business activity does not fall under any of the items of Article 22 of the same Act, and the substance of the type 2 cargo forwarding business pertaining to said business activity is in conformity with the standards listed in each item of Article 23 of the same Act.
(ix) In cases in which a business activity with respect to a business falling under the category of a general cargo automobile transportation business (meaning the general cargo automobile transportation business set forth in Article 2, paragraph (2) of the Act on Service of Cargo Transportation by Automobiles (Act No. 83 of 1989); the same shall apply hereinafter) is stated in said resource productivity innovation plan, the person intending to implement said business activity does not fall under any of the items of Article 5 of the same Act, and the substance of the general cargo automobile transportation business pertaining to said business activity is in conformity with the standards listed in each item of Article 6 of the same Act.
(7) In cases in which an application for the approval set forth in paragraph (1) has been filed, when a business activity with respect to a business falling under the category of an international type 2 cargo forwarding business by foreign nationals is stated in the resource productivity innovation plan, the competent minister shall give consideration, upon giving approval for the resource productivity innovation plan, so as to ensure that obligations under international treaty should be fulfilled sincerely, that fair business activities should be carried out within the field of type 2 cargo forwarding businesses (meaning the type 2 cargo forwarding business set forth in Article 2, paragraph (8) of the Cargo Forwarder Service Act; the same shall apply hereinafter) pertaining to international cargo transportation, and that the sound development thereof should be secured.
(8) The competent minister shall, when he/she has given the approval set forth in paragraph (1), make public the substance of the resource productivity innovation plan pertaining to said approval, in accordance with what is specified by Ordinance of the competent ministry.
(Changes to Resource Productivity Innovation Plans)
Article 12 (1) Those receiving the approval set forth in paragraph (1) of the preceding Article (including juridical persons established through a merger in accordance with the resource productivity innovation plan pertaining to said approval; hereinafter such persons shall be referred to as "approved resource productivity innovation business operators") shall, when intending to make changes to the resource productivity innovation plan pertaining to said approval, receive approval of the competent minister, in accordance with what is specified by Ordinance of the competent ministry.
(2) When the competent minister considers that measures for resource productivity innovation are not being taken by an approved resource productivity innovation business operator or its affiliated business operators in accordance with the resource productivity innovation plan pertaining to said approval (when an approval has been given for changes pursuant to the provisions of the preceding paragraph, the plan after those changes; hereinafter such plan shall be referred to as an "approved resource productivity innovation plan"), he/she may rescind his/her approval.
(3) When the competent minister considers that an approved resource productivity innovation plan no longer conforms to any of the items of paragraph (6) of the preceding Article, he/she may direct the approved resource productivity innovation business operator to make changes to said approved resource productivity innovation plan, or rescind his/her approval of it.
(4) The competent minister shall, when he/she has rescinded approval pursuant to the provisions of the preceding two paragraphs, make public that fact.
(5) The provisions of paragraphs (6) to (8) of the preceding Article shall apply mutatis mutandis to the approval set forth in paragraph (1).
(Relations with the Fair Trade Commission)
Article 13 (1) In cases in which the competent minister intends to give the approval set forth in paragraph (1) of Article 5 (including the approval of changes prescribed in Article 6, paragraph (1); the same shall apply hereinafter in this Article) with respect to a business reconstruction plan pertaining to an application filed by two or more business operators or a business reconstruction plan pertaining to an application filed by a business operator receiving a business from another business operator; in cases in which he/she intends to give the approval set forth in Article 7, paragraph (1) (including the approval of changes prescribed in Article 8, paragraph (1); the same shall apply hereinafter in this Article) with respect to a management resource reutilization plan; in cases in which he/she intends to give the approval set forth in Article 9, paragraph (1) (including the approval of changes prescribed in Article 10, paragraph (1); the same shall apply hereinafter in this Article) with respect to a management resource integration plan; or in cases in which he/she intends to give the approval set forth in Article 11, paragraph (1) (including the approval of changes prescribed in paragraph (1) of the preceding Article; the same shall apply hereinafter in this Article) with respect to a resource productivity innovation plan pertaining to an application filed by two or more business operators or a resource productivity innovation plan pertaining to an application filed by a business operator receiving a business from another business operator; when the measures that are intended to be taken for the purposes of the business reconstruction in accordance with the business reconstruction plan, the measures that are intended to be taken for the purposes of the management resource reutilization in accordance with the management resource reutilization plan, the measures that are intended to be taken for the purposes of the management resource integration in accordance with the management resource integration plan, or the measures that are intended to be taken for the purposes of the resource productivity innovation in accordance with the resource productivity innovation plan (hereinafter referred to as "business reconstruction, etc. associated measures" in this paragraph) fall under the cases specified by Cabinet Order as cases where fair competition might not be ensured within the business field to which the businesses managed by said business operators filing the application belong, the competent minister shall forward a copy of the application form pertaining to said approval to the Fair Trade Commission and shall consult with the Fair Trade Commission in advance. In such cases, the competent minister shall state his/her opinion with respect to matters concerning the influence that will be exerted by the business reconstruction, etc. associated measures on competition within the business field to which the businesses managed by said business operators filing the application belong, and shall indicate the situation in domestic and foreign markets within said business field, the extent of improvements in productivity through the business reconstruction, etc. associated measures, and any other supporting grounds for said opinion.
(2) Upon having a consultation set forth in the preceding paragraph, the competent minister and the Fair Trade Commission shall maintain close liaison with each other so as to carry out necessary procedures promptly and appropriately, in consideration of the circumstances where it has become increasingly necessary to enhance the international competitiveness of Japanese industries.
(3) With respect to actions taken in accordance with business reconstruction plans, management resource reutilization plans, management resource integration plans, or resource productivity innovation plans, for which a copy of the application form has been forwarded pursuant to the provisions of paragraph (1) and to which the competent minister has given the approval set forth in Article 5, paragraph (1), the approval set forth in Article 7, paragraph (1), the approval set forth in Article 9, paragraph (1) or the approval set forth in Article 11, paragraph (1), the competent minister and the Fair Trade Commission shall maintain close liaison with each other so as to prevent damage to fair competitive relations between business operators due to changes in the economic situation after said approval, as well as unjust damage to the interests of general consumers and related business operators.
Section 2 Equipment Installation Plans
(Approval of Business Innovation New Goods Production Equipment Installation Plans)
Article 14 (1) A business operator may prepare a plan concerning the installation of business innovation new goods production equipment it intends to implement (hereinafter referred to as a "business innovation new goods production equipment installation plan") and, in accordance with what is specified by Ordinance of the competent ministry, submit it to the competent minister by March 31, 2016, and receive his/her approval.
(2) A business innovation new goods production equipment installation plan shall state the matters listed below.
(i) The objective of the installation of the business innovation new goods production equipment.
(ii) The substance of the business innovation new goods pertaining to the business innovation new goods production equipment that it is intending to install.
(iii) The substance of the business innovation new goods production equipment that it is intending to install and when to install it.
(iv) The amount of funds necessary to install the business innovation new goods production equipment, and the method of their procurement.
(3) The competent minister shall, in cases in which an application for the approval set forth in paragraph (1) has been filed, and when he/she considers that the business innovation new goods production equipment installation plan conforms to all of the following items, give his/her approval.
(i) Said business innovation new goods production equipment installation plan is clearly appropriate in light of the basic guidelines (in cases in which business field specific guidelines have been provided pursuant to the provisions of Article 4, paragraph (1) with respect to the business intending to the install business innovation new goods production equipment pertaining to said business innovation new goods production equipment installation plan, the basic guidelines and said business field specific guidelines).
(ii) The installation of business innovation new goods production equipment pertaining to said business innovation new goods production equipment installation plan can be predicted to be implemented smoothly and reliably.
(iii) The installation of business innovation new goods production equipment pertaining to said business innovation new goods production equipment installation plan will not hinder the dissolution of structural oversupply.
(Changes to Business Innovation New Goods Production Equipment Installation Plans)
Article 15 (1) Those receiving the approval set forth in paragraph (1) of the preceding Article (hereinafter referred to as "approved business innovation new goods production equipment installation business operators") shall, when intending to make changes to the business innovation new goods production equipment installation plan pertaining to said approval, receive approval of the competent minister, in accordance with what is specified by Ordinance of the competent ministry.
(2) When the competent minister considers that the installation of business innovation new goods production equipment is not being carried out by an approved business innovation new goods production equipment installation business operator in accordance with the business innovation new goods production equipment installation plan pertaining to said approval (when an approval has been given for changes pursuant to the provisions of the preceding paragraph, the plan after those changes; hereinafter such plan shall be referred to as an "approved business innovation new goods production equipment installation plan"), he/she may rescind his/her approval.
(3) When the competent minister considers that an approved business innovation new goods production equipment installation plan no longer conforms to any of the items of paragraph (3) of the preceding Article, he/she may direct the approved business innovation new goods production equipment installation business operator to make changes to said approved business innovation new goods production equipment installation plan, or rescind his/her approval of it.
(4) The provisions of paragraph (3) of the preceding Article shall apply mutatis mutandis to the approval set forth in paragraph (1).
(Approval of Resource Constraint Response Production Equipment Installation Plans)
Article 16 (1) A business operator may prepare a plan concerning the installation of resource constraint response production equipment it intends to implement (hereinafter referred to as a "resource constraint response production equipment installation plan") and, in accordance with what is specified by Ordinance of the competent ministry, submit it to the competent minister by March 31, 2016, and receive his/her approval.
(2) When those producing exclusive parts (excluding those using all of said exclusive parts in resource constraint response products they produce) intend to receive the approval set forth in the preceding paragraph, they shall prepare a resource constraint response production equipment installation plan, jointly with all those intending to produce resource constraint response products by using exclusive parts that are to be produced using the resource constraint response production equipment to be installed in accordance with a resource constraint response production equipment installation plan that has received said approval, and submit it to the competent minister.
(3) A resource constraint response production equipment installation plan shall state the matters listed below.
(i) The objective of the installation of the resource constraint response production equipment.
(ii) The type of resource constraint response products pertaining to the resource constraint response production equipment to be installed.
(iii) The substance and installation period of the resource constraint response production equipment to be installed.
(iv) The amount of funds necessary to install the resource constraint response production equipment, and the method of their procurement.
(v) The matters provided in each of the following, for the categories of products that are to be produced using the resource constraint response production equipment to be installed as listed therein.
(a) Resource constraint response products: Production and sales plans for said resource constraint response products.
(b) Exclusive parts: The type of said exclusive parts, production and sales plans, and production and sales plans for the resource constraint response products in which said exclusive parts are to be used.
(4) The competent minister shall, in cases in which an application for the approval set forth in paragraph (1) has been filed, and when he/she considers that the resource constraint response production equipment installation plan conforms to all of the following items, give his/her approval.
(i) Said resource constraint response production equipment installation plan is clearly appropriate in light of the basic guidelines (in cases in which business field specific guidelines have been provided pursuant to the provisions of Article 4, paragraph (1) with respect to the business to produce resource constraint response products or exclusive parts pertaining to said resource constraint response production equipment installation plan, the basic guidelines and said business field specific guidelines).
(ii) The installation of the resource constraint response production equipment pertaining to said resource constraint response production equipment installation plan can be predicted to be implemented smoothly and reliably.
(iii) The production and sales provided in each of the following, for the categories of products that are to be produced using the resource constraint response production equipment pertaining to said resource constraint response production equipment installation plan as listed therein, can be predicted to be implemented smoothly and reliably in accordance with the resource constraint response production equipment installation plan.
(a) Resource constraint response products: Production and sales of said resource constraint response products.
(b) Exclusive parts: Production and sales of said exclusive parts, and production and sales of the resource constraint response products in which said exclusive parts are to be used.
(iv) The installation of the resource constraint response production equipment pertaining to said resource constraint response production equipment installation plan will not hinder the dissolution of structural oversupply.
(Changes to Resource Constraint Response Production Equipment Installation Plans)
Article 17 (1) Those receiving the approval set forth in paragraph (1) of the preceding Article (hereinafter referred to as "approved resource constraint response production equipment installation business operators") shall, when intending to make changes to the resource constraint response production equipment installation plan pertaining to said approval, receive approval of the competent minister, in accordance with what is specified by Ordinance of the competent ministry.
(2) When the competent minister considers that the installation of resource constraint response production equipment is not being carried out by an approved resource constraint response production equipment installation business operator in accordance with the resource constraint response production equipment installation plan pertaining to said approval (when an approval has been given for changes pursuant to the provisions of the preceding paragraph, the plan after those changes; hereinafter such plan shall be referred to as an "approved resource constraint response production equipment installation plan"), he/she may rescind his/her approval.
(3) When the competent minister considers that a resource constraint response production equipment installation plan no longer conforms to any of the items of paragraph (4) of the preceding Article, he/she may direct the resource constraint response production equipment installation business operator to make changes to said resource constraint response production equipment installation plan, or rescind his/her approval of it.
(4) The provisions of paragraph (4) of the preceding Article shall apply mutatis mutandis to the approval set forth in paragraph (1).
Section 3 Special Measures, etc.
(Special Provisions Concerning the Investigation of Capital Contributions in Kind and Property Transactions)
Article 18 (1) In cases in which a business operator newly establishes a stock company through the contribution or transfer of all or part of its assets in accordance with an approved business reconstruction plan, approved management resource reutilization plan, approved management resource integration plan, or approved resource productivity innovation plan (hereinafter collectively referred to as an "approved plan"), with respect to the application of the provisions of Article 33, paragraph (10), item (i) of the Companies Act (Act No. 86 of 2005) pertaining to the incorporators of said stock company newly established, the phrase "cases where...does not exceed" in the same item shall be deemed to be replaced with "cases where...does not exceed, and cases prescribed in Article 18, paragraph (1) of the Act on Special Measures Concerning the Revitalization of Industry and Innovation in Industrial Activities."
(2) With respect to the application of the provisions of Article 47, paragraph (2) of the Commercial Registration Act (Act No. 125 of 1963) in the cases set forth in the preceding paragraph, the phrase "the following documents" in the same paragraph shall be deemed to be replaced with "the following documents (excluding the documents listed in item (iv)) and documents evidencing the contribution or transfer of assets in accordance with a plan that has received the approval of the competent minister set forth in Article 5, paragraph (1), Article 7, paragraph (1), Article 9, paragraph (1), or Article 11, paragraph (1) of the Act on Special Measures Concerning the Revitalization of Industry and Innovation in Industrial Activities."
(Special Provisions Concerning Investigation of Capital Contributions in Kind pertaining to the Issuance of Shares)
Article 19 (1) In cases in which a business operator has contributed all or part of its assets to another stock company in accordance with an approved plan (including cases in which share options are exercised), the provisions of Article 207, paragraphs (1) to (8), and Article 284, paragraphs (1) to (8) of the Companies Act shall not apply to said other stock company.
(2) With respect to the application of the provisions of Article 56 and Article 57 of the Commercial Registration Act in the cases set forth in the preceding paragraph, the phrase "the following documents" in these provisions shall be deemed to be replaced with "the following documents (excluding the documents listed in item (iii) (a) and item (iv)) and documents evidencing the contribution of assets in accordance with a plan that has received the approval of the competent minister set forth in Article 5, paragraph (1), Article 7, paragraph (1), Article 9, paragraph (1), or Article 11, paragraph (1) of the Act on Special Measures Concerning the Revitalization of Industry and Innovation in Industrial Activities."
Article 19-2 (1) The provisions of paragraph (1) of the preceding Article shall apply mutatis mutandis in cases in which a business operator contributes all or part of its assets in accordance with an approved plan, at the issuance of shares upon entity conversion prescribed in Article 67, item (i) of the Research and Development Partnerships Act (Act No. 81 of 1961) by a technical research partnership undergoing the entity conversion prescribed in Article 61, paragraph (2) of the same Act. In such cases, the phrase "the provisions of Article 207, paragraphs (1) to (8), and Article 284, paragraphs (1) to (8) of the Companies Act" in paragraph (1) of the preceding Article shall be deemed to be replaced with "the provisions of Article 207, paragraphs (1) to (8) of the Companies Act as applied mutatis mutandis pursuant to Article 75 of the Research and Development Partnerships Act."
(2) The provisions of paragraph (1) of the preceding Article shall apply mutatis mutandis in cases in which a business operator contributes all or part of its assets in accordance with an approved plan, at the issuance of shares upon the incorporation-type company split prescribed in Article 122, item (i) of the Research and Development Partnerships Act by a research and development partnership undergoing the incorporation-type company split prescribed in Article 118, paragraph (2) of the same Act. In such cases, the phrase "the provisions of Article 207, paragraphs (1) to (8), and Article 284, paragraphs (1) to (8) of the Companies Act" in paragraph (1) of the preceding Article shall be deemed to be replaced with "the provisions of Article 207, paragraphs (1) to (8) of the Companies Act as applied mutatis mutandis pursuant to Article 75 of the Research and Development Partnerships Act."
(3) With respect to the application of the provisions of Article 169, paragraph (1) and Article 170, paragraph (1) of the Research and Development Partnerships Act in the cases set forth in the preceding two paragraphs, the phrase "the following documents" in Article 169, paragraph (1), item (ix) and Article 170, paragraph (1), item (x) of the same Act shall be deemed to be replaced with "the following documents (excluding the documents listed in (c) 1. and (d)), and documents evidencing the contribution of assets in accordance with a plan that has received the approval of the competent minister set forth in Article 5, paragraph (1), Article 7, paragraph (1), Article 9, paragraph (1), or Article 11, paragraph (1) of the Act on Special Measures Concerning the Revitalization of Industry and Innovation in Industrial Activities."
(Special Provisions Concerning Business Transfers to a Special Controlling Company)
Article 20 (1) With respect to the application of the provisions of Article 468, paragraph (1), Article 784, paragraph (1), and Article 796, paragraph (1) of the Companies Act pertaining to a stock company that is a specified affiliated business operator relating to an approved business reconstruction business operator, approved management resource reutilization business operator, approved management resource integration business operator or approved resource productivity innovation business operator (hereinafter collectively referred to as an "approved business operator") (such specified affiliated business operator shall mean an affiliated business operator, two thirds or more of whose voting rights of all shareholders are held by said approved business operator or by a stock company all of whose issued shares are held by said approved business operator; the same shall apply hereinafter) and which performs an act listed below (with respect to items (iii) to (vi), limited to an act resulting in a stock company) in accordance with an approved plan, the phrase "special controlling company (in cases in which nine tenths (or in cases in which any proportion higher than that is provided for in the articles of incorporation, such proportion) or more of the voting rights of all shareholders of a stock company are held by another company, by a stock company all of whose issued shares are held by such other company, and other juridical persons prescribed in the applicable Ordinance of the Ministry of Justice as entities equivalent to the above, referring to such other company; the same shall apply hereinafter)" in Article 468, paragraph (1) of the same Act shall be deemed to be replaced with "specified special controlling company (meaning the approved business operator or other specified affiliated business operator of said approved business operator prescribed in Article 20, paragraph (1) of the Act on Special Measures Concerning the Revitalization of Industry and Innovation in Industrial Activities pertaining to a specified affiliated business operator in cases in which a stock company, under the approved plan set forth in Article 18, paragraph (1) of the same Act, is a specified affiliated business operator (meaning the specified affiliated business operator prescribed in Article 20, paragraph (1) of the same Act; the same shall apply hereinafter in this Article), or other approved business operator or specified affiliated business operator of said other approved business operator pertaining to said approved plan in such cases; the same shall apply hereinafter)," and the phrase "special controlling company" in Article 784, paragraph (1) and Article 796, paragraph (1) shall be deemed to be replaced with "specified special controlling company."
(i) Transfer of businesses.
(ii) Acceptance of all businesses.
(iii) Absorption-type merger.
(iv) Absorption-type company split.
(v) Succession of all or part of the rights and obligations held by another company concerning its business through an absorption-type company split.
(vi) Share exchange.
(vii) Acquisition of all issued shares of another stock company through share exchange.
(2) In cases in which a specified affiliated business operator of an approved business operator that is a stock company performs an act listed below in accordance with an approved plan, the provisions of Article 804, paragraph (1) of the Companies Act shall not apply to said specified affiliated business operator.
(i) Consolidation-type merger (limited to those resulting in said approved business operator or other specified affiliated business operator of said approved business operator, or other approved business operator or a specified affiliated business operator of said other approved business operator pertaining to said approved plan that is a stock company).
(ii) Incorporation-type company split (excluding cases in which the company established through incorporation-type company split is a membership company, and the cases prescribed in Article 805 of the Companies Act).
(3) In the cases prescribed in the preceding paragraph, when any of the acts set forth in each item of the same paragraph are in violation of laws and regulations or the articles of incorporation and there is a risk that the shareholders of a specified affiliated business operator are likely to suffer disadvantage, the shareholders of said specified affiliated business operator may demand said specified business operator to refrain from said acts.
(4) With respect to the application of the provisions of Article 806, paragraph (3) and Article 808, paragraph (3) of the Companies Act in the cases set forth in the preceding two paragraphs, the phrase "day of resolution" in Article 806, paragraph (3) of the same Act shall be deemed to be replaced with "day of resolution (in the cases prescribed in Article 20, paragraph (2) of the Act on Special Measures Concerning the Revitalization of Industry and Innovation in Industrial Activities, the day of the consolidation-type merger agreement or the day of preparation of the incorporation-type company split plan)," and the phrase in Article 808, paragraph (3) of the same Act "day of preparation" shall be deemed to be replaced with "day of preparation, or day of the consolidation-type merger agreement or the day of preparation of the incorporation-type company split plan in the cases prescribed in Article 20, paragraph (2) of the Act on Special Measures Concerning the Revitalization of Industry and Innovation in Industrial Activities."
(5) With respect to the application of the provisions of Article 80, Article 81, Article 85, Article 86, and Article 89 of the Commercial Registration Act in the cases set forth in paragraph (1) and paragraph (2), the phrase "the following documents" in Article 80 of the same Act shall be deemed to be replaced with "the following documents, documents evidencing the receiving of the approval of the competent minister set forth in Article 5, paragraph (1), Article 7, paragraph (1), Article 9, paragraph (1), or Article 11, paragraph (1) of the Act on Special Measures Concerning the Revitalization of Industry and Innovation in Industrial Activities (hereinafter simply referred to as "the approval" in this Article), and documents evidencing that the absorption-type merger was in accordance with the plan for which the approval was received"; the phrase "the following documents" in Article 81 of the same Act shall be deemed to be replaced with "the following documents, documents evidencing the receiving of the approval of the competent minister set forth in Article 5, paragraph (1), Article 7, paragraph (1), Article 9, paragraph (1), or Article 11, paragraph (1) of the Act on Special Measures Concerning the Revitalization of Industry and Innovation in Industrial Activities (hereinafter simply referred to as "the approval" in this Article), and documents evidencing that the consolidation-type merger was in accordance with the plan for which the approval was received"; the phrase "documents" in item (vi) of the same Article shall be deemed to be replaced with "documents (in the cases prescribed in Article 20, paragraph (2) of the Act on Special Measures Concerning the Revitalization of Industry and Innovation in Industrial Activities, documents evidencing that the case prescribed therein is applicable, documents evidencing that the consent of the majority of the directors has been obtained, or the minutes of the board of directors meeting)"; the phrase "the following documents" in Article 85 of the same Act shall be deemed to be replaced with "the following documents, documents evidencing the receiving of the approval of the competent minister set forth in Article 5, paragraph (1), Article 7, paragraph (1), Article 9, paragraph (1), or Article 11, paragraph (1) of the Act on Special Measures Concerning the Revitalization of Industry and Innovation in Industrial Activities (hereinafter simply referred to as "the approval" in this Article), and documents evidencing that the absorption-type company split, or the succession of all or part of the rights and obligations held by another company concerning its business through an absorption-type company split, was in accordance with the plan for which the approval was received"; the phrase "the following documents" in Article 86 of the same Act shall be deemed to be replaced with "the following documents, documents evidencing the receiving of the approval of the competent minister set forth in Article 5, paragraph (1), Article 7, paragraph (1), Article 9, paragraph (1), or Article 11, paragraph (1) of the Act on Special Measures Concerning the Revitalization of Industry and Innovation in Industrial Activities (hereinafter simply referred to as "the approval" in this Article), and documents evidencing that the incorporation-type company split was in accordance with the plan for which the approval was received"; the phrase "the case provided for therein" in item (vi) of the same Article shall be deemed to be replaced with "the case provided for therein," and the phrase "minutes" in the same item shall be deemed to be replaced with "minutes, and in the cases prescribed in Article 20, paragraph (2) of the Act on Special Measures Concerning the Revitalization of Industry and Innovation in Industrial Activities, documents evidencing that the case prescribed therein is applicable, and documents evidencing that the consent of the majority of the directors has been obtained, or the minutes of the board of directors meeting"; and the phrase "the following documents" in Article 89 of the same Act shall be deemed to be replaced with "the following documents, documents evidencing the receiving of the approval of the competent minister set forth in Article 5, paragraph (1), Article 7, paragraph (1), Article 9, paragraph (1), or Article 11, paragraph (1) of the Act on Special Measures Concerning the Revitalization of Industry and Innovation in Industrial Activities (hereinafter simply referred to as "the approval" in this Article), and documents evidencing that the share exchange or acquisition of all of the issued shares of another company through share exchange was in accordance with the plan for which the approval was received."
(Special Provisions Concerning Consolidation of Shares)
Article 21 (1) With respect to the application of the provisions of Article 180, paragraph (2) of the Companies Act pertaining to consolidation of shares undertaken at the same time as a reduction in the amount of stated capital, etc. undertaken by an approved business operator or a stock company that is its affiliated business operator, and for which approval has been received from the competent minister as that which falls under all of the requirements listed in the following items, in accordance with what is specified by Ordinance of the competent ministry, the phrase "shareholders meeting" in the same paragraph shall be deemed to be replaced with "shareholders meeting (for a company with a board of directors, a board of directors meeting)."
(i) There is a reduction in the number of share units, or a discontinuation of that number, at the same time as said consolidation of shares.
(ii) There is not a fall, in the number of share units owned by each individual shareholder after said consolidation of shares (in cases in which a number of share units is discontinued at the time of said consolidation of shares, the number of shares owned by each individual shareholder), below the number of share units held by each individual shareholder before said consolidation.
(2) With respect to the application of the provisions of Article 61 of the Commercial Registration Act in the cases set forth in the preceding paragraph, the phrase "documents listed in Article 59, paragraph (1), item (ii)" in the same Article shall be deemed to be replaced with "documents listed in Article 59, paragraph (1), item (ii) and documents evidencing the receiving of the approval of the competent minster set forth in Article 21, paragraph (1) of the Act on Special Provisions Concerning the Revitalization of Industry and Innovation in Industrial Activities."
(Special Provisions Concerning the Share Issue, etc. upon Tender Offer in Exchange for Shares)
Article 21-2 (1) In cases in which a stock company that is an approved business operator intends to make another stock company its affiliated business operator through the acquisition of shares of said other stock company by way of tender offer (meaning the tender offer prescribed in Article 27-2, paragraph (6) of the Financial Instruments and Exchange Act (Act No. 25 of 1948)) in accordance with an approved plan (including cases in which it intends to make a foreign juridical person its affiliated foreign juridical person through the acquisition of shares, equity, or similar in said foreign juridical person by means equivalent to tender offer in foreign countries; the same shall apply hereinafter in this paragraph), and when it issues shares or disposes of treasury shares in exchange for said acquisition; or in cases in which a stock company that is an approved business operator issues shares or disposes of treasury shares to its subsidiary (meaning the subsidiary prescribed in Article 2, item (iii) of the Companies Act and limited to stock companies all of whose issued shares are held by the company and other juridical persons specified by Ordinance of the competent ministry as those equivalent thereto; the same shall apply hereinafter in this paragraph) in accordance with an approved plan and said subsidiary intends to make another stock company its affiliated business operator through the acquisition of shares of said other stock company by way of tender offer in exchange for said shares in accordance with said approved plan; with respect to the application of the provisions of Article 199, Article 201 (excluding paragraph (1) and paragraph (2)), Article 208, and Article 445 of the same Act pertaining to said approved business operator, the phrases listed in the middle column of the following table which are used in the provisions of the same Act listed in the left-hand column of the same table shall be deemed to be replaced with the phrases listed in the right-hand column of the same table, and any other necessary technical replacement of terms shall be specified by Cabinet Order.
|Article 199, paragraph (1)|the following matters|the following matters (excluding matters listed in item (iii))|
|Article 199, paragraph (1), item (i)|The number of Shares for Subscription (or, for a Company with Class Shares, the classes and the number of the Shares for Subscription. The same shall apply hereinafter in this Section.);|The number of Shares for Subscription (or, for a Company with Class Shares, the classes and the number of the Shares for Subscription. The same shall apply hereinafter in this Section.), or the method for calculating such|
|Article 199, paragraph (1), item (ii)|The Amount To Be Paid In (meaning the amount of the monies to be paid in in exchange for one of the Shares for Subscription, or the amount of any property other than monies to be contributed. The same shall apply hereinafter in this Section.) for the Shares for Subscription|The number of Shares of said other stock company contributed in exchange for one of the Shares for Subscription (including shares, equity, or similar in said foreign juridical person) and Share Options and Bonds with Share Option of said other stock company purchased along with said Shares upon said takeover bid (hereinafter referred to as "specified shares, etc.")|
|Article 199, paragraph (1), item (iv)|the payment of the monies in exchange for the Shares for Subscription, or the contribution of the property under the preceding item|said other stock company's specified shares, etc.|
|Article 201, paragraph (3)|by a resolution of the board of directors meeting provided for in Article 199(2) applied by the reading of terms pursuant to the provisions of the preceding paragraph|not by a resolution of a shareholders meeting, pursuant to the provisions of Article 796, paragraph (3) as applied mutatis mutandis, by replacing terms, pursuant to the provisions of Article 21-2, paragraph (3) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities|
|Article 201, paragraph (5)|the applicable Ordinance of the Ministry of Justice|Ordinance of the competent ministry prescribed in Article 75, paragraph (2) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities|
|Article 208, paragraph (2)|the Properties Contributed in Kind equivalent in value to the entire Amount To Be Paid In of the Shares for Subscription|all of said other stock company's specified shares, etc. contributed in exchange for the Shares for Subscription|
|Article 445, paragraph (1)|the amount of properties|the amount of properties (in cases set forth in Article 21-2, paragraph (1) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities, the amount specified by Ordinance of the competent ministry prescribed in Article 75, paragraph (2) of the same Act)|
|Article 445, paragraph (2)|the amount of the contribution|the amount of the contribution (in cases set forth in Article 21-2, paragraph (1) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities, the amount specified by Ordinance of the competent ministry prescribed in the preceding paragraph as applied, by replacing terms, pursuant to the provisions of the same paragraph)|
(2) With respect to share issue or disposition of treasury shares undertaken by a stock company that is an approved business operator, pursuant to the provisions of the preceding paragraph, the provisions of Article 135, paragraph (1), Article 200, Article 201, paragraph (1) and paragraph (2), and Article 212 of the Companies Act shall not apply.
(3) The provisions of Article 234, Article 309, paragraph (2), Article 796, paragraph (3) and paragraph (4), Article 797, Article 798, Articles 868 to 876, and Article 940 of the Companies Act shall apply mutatis mutandis to the cases set forth in paragraph (1). In such cases, the phrases listed in the middle column of the following table which are used in the provisions of the same Act listed in the left-hand column of the same table shall be deemed to be replaced with the phrases listed in the right-hand column of the same table, and any other necessary technical replacement of terms shall be specified by Cabinet Order.
|Article 234, paragraph (1)|In cases where a Stock Company delivers shares in such Stock Company to the persons listed in the following items when any act listed in such items is carried out|In cases in which it delivers such shares to persons who have submitted applications for subscription for such shares at the time of share issue or disposition of treasury shares pursuant to the provisions of Article 21-2, paragraph (1) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities|
||the number of the shares of such Stock Company|the number of the shares of the stock company that is said approved business operator|
|Article 796, paragraph (3)|paragraphs (1) to (3) of the preceding Article|Article 199, paragraph (2)|
||one-fifth (or, in cases where a lesser proportion is prescribed in the articles of incorporation of the Surviving Stock Company, etc., such proportion)|one-fifth|
||the cases listed in the items of paragraph (2) of the preceding Article or the cases prescribed in the proviso to paragraph (1)|the cases in which all or part of the shares that are to be delivered to persons who have submitted applications for subscription for such shares at the time of share issue or disposition of treasury shares pursuant to the provisions of Article 21-2, paragraph (1) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities are shares with restriction on transfer of the stock company that is said approved business operator|
|Article 796, paragraph (3), item (i)|the total amount of the amounts listed below|the amount obtained by multiplying the number of shares of the stock company that is said approved business operator that are to be delivered to persons who have submitted applications for subscription for such shares at the time of share issue or disposition of treasury shares pursuant to the provisions of Article 21-2, paragraph (1) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities, by the amount of net assets per share|
||(a) the amount obtained by multiplying the number of shares of the Surviving Stock Company, etc. to be delivered to shareholders of the Stock Company Absorbed in Absorption-type Merger or the Wholly Owned Subsidiary Company in Share Exchange, to partners of the Membership Company Absorbed in Absorption-type Merger or to the Splitting Company in Absorption-type Company Split (hereinafter referred to as "Shareholders, etc. of the Absorbed Company, etc." in this item) by the amount of net assets per share||
||(b) the total amount of the book value of Bonds, Share Options or Bonds with Share Options of the Surviving Stock Company, etc. to be delivered to Shareholders, etc. of the Absorbed Company, etc.; and||
||(c) the total amount of the book value of property other than shares, etc. of the Surviving Stock Company, etc. to be delivered to Shareholders, etc. of the Absorbed Company, etc.; and||
|Article 796, paragraph (3), item (ii), Article 797, paragraph (1), paragraph (3), paragraph (4), and paragraph (6), and Article 798, paragraph (1), paragraph (2), and paragraph (4)|the Surviving Stock Company, etc.|the stock company that is said approved business operator|
|Article 796, paragraph (3), item (ii) and paragraph (4|the applicable Ordinance of the Ministry of Justice|Ordinance of the Ministry of Justice|
|Article 796, paragraph (4)|paragraph (1) of the preceding Article|Article 199, paragraph (2)|
|Article 796, paragraph (4), and Article 797, paragraph (1), and paragraph (2), item (i)|the Absorption-type Merger, etc.|the share issue or disposition of treasury shares pursuant to the provisions of Article 21-2, paragraph (1) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities|
|Article 796, paragraph (4)|the Surviving Stock Company, etc.|the stock company that is said approved business operator|
|Article 796, paragraph (4), and Article 797, paragraph (2), item (i), (a)|Surviving Stock Company, etc.|stock company that is said approved business operator|
|Article 796, paragraph (4), Article 797, paragraph (3) and paragraph (5), Article 798, paragraphs (1) to (3)|the Effective Day|the date set forth in Article 199, paragraph (1), item (iv) as applied, by replacing terms, pursuant to the provisions of Article 21-2, paragraph (1) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities or the first day of the period set forth in the same item|
|Article 796, paragraph (4)|must obtain the approval of the Absorption-type Merger Agreement, etc.|must determine said subscription requirements|
|Article 797, paragraph (3)|that it will effect an Absorption-type Merger, etc. and the trade name and domicile of the Absorbed Company, etc. (or, in the cases prescribed in Article 795(3), the fact that it will effect an Absorption-type Merger, etc., the trade name and domicile of the Absorbed Company, etc. and the matters concerning shares set forth in that paragraph)|that it will issue shares or dispose of treasury shares pursuant to the provisions of Article 21-2, paragraph (1) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities, and the trade name and domicile of the other stock company or foreign juridical person|
|Article 797, paragraph (4), item (ii)|obtains the approval of the Absorption-type Merger Agreement, etc. by the resolution of a shareholders meeting set forth in Article 795(1)|determines subscription requirements by a resolution of the board of directors meeting set forth in Article 199, paragraph (2)|
|Article 797, paragraph (7)|If the Absorption-type Merger, etc. is cancelled,|If the share issue or disposition of treasury shares pursuant to the provisions of Article 21-2, paragraph (1) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities is cancelled in whole,|
(4) With respect to the application of the provisions of Article 56 of the Commercial Registration Act in the cases set forth in paragraph (1), the phrase "the following documents" in the same Article shall be deemed to be replaced with "the following documents (excluding the documents listed in item (iii) (a) and item (iv)), and documents evidencing that the share issue was in accordance with the plan for which the approval of the competent minister set forth in Article 5, paragraph (1), Article 7, paragraph (1), Article 9, paragraph (1), or Article 11, paragraph (1) of the Act on Special Measures Concerning the Revitalization of Industry and Innovation in Industrial Activities was received."
(Special Provisions Concerning the Issue and Acquisition of Class Shares Subject to Wholly Call)
Article 21-3 (1) In cases in which an approved business operator has acquired shares of another stock company by way of tender offer in accordance with an approved plan (limited to cases in which it has come to hold nine tenths or more of the voting rights of all shareholders of said other stock company and nine tenths or more of the class shareholders of class shares for which a provision of the articles of incorporation is to be created with respect to the matters listed in Article 108, paragraph (1), item (vii) of the Companies Act); with respect to the application of the provisions of Article 111, paragraph (2), Article 155, Article 171, Article 172, Article 173, paragraph (2), Article 234, and Article 466 of the same Act pertaining to changes to the articles of incorporation necessary for the issuance of class shares subject to wholly call (meaning the class shares subject to wholly call prescribed in Article 171, paragraph (1) of the same Act; the same shall apply hereinafter in this paragraph) undertaken by said other stock company, and the acquisition of all said class shares subject to wholly call (in cases in which the number of shares of said other stock company that need to be issued to shareholders of said other stock company upon said acquisition includes a fraction of less than one share, including sales of the number of shares equivalent to the total sum of the fractions (in cases in which the total sum includes a fraction of less than one, such fraction shall be rounded off) by means other than an auction), and for which approval has been received from the competent minister as that which falls under all of the requirements listed in the following items, in accordance with what is specified by Ordinance of the competent ministry; the phrases listed in the middle column of the following table which are used in the provisions of the same Act listed in the left-hand column of the same table shall be deemed to be replaced with the phrases listed in the right-hand column of the same table, and any other necessary technical replacement of terms shall be specified by Cabinet Order.
(i) They are not in violation of laws and regulations or the articles of incorporation.
(ii) Upon the acquisition of said class shares subject to wholly call, consideration for acquisition (meaning the consideration for acquisition prescribed in Article 171, paragraph (1) of the Companies Act) equivalent to the price for purchase, etc. (meaning the price for purchase, etc. prescribed in Article 27-2, paragraph (3) of the Financial Instruments and Exchange Act) in said tender offer is allotted to shareholders of said other stock company.|Article 111, paragraph (2)|the following Class Shareholders|the following class shareholders (in cases in which the approval of the competent minister set forth in Article 21-3, paragraph (1) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities has been received, limited to class shareholders listed in item (ii) or item (iii)|
|Article 171, paragraph (1)|such shareholders meeting:|such shareholders meeting; provided, however, that in cases in which the approval of the competent minister set forth in Article 21-3, paragraph (1) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities has been received, the class shares subject to wholly call pertaining to the approval may be obtained and the following matters may be prescribed without a resolution of a shareholders meeting.|
|Article 172, paragraph (1)|the following shareholders|all shareholders|
||the day of the shareholders meeting under that paragraph|the day of the notification pursuant to the provisions of Article 169, paragraph (3) as applied mutatis mutandis, by replacing terms, pursuant to the provisions of Article 21-3, paragraph (2) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities, or the day of the public notice set forth in Article 169, paragraph (4) as applied mutatis mutandis, by replacing terms, pursuant to the provisions of Article 21-3, paragraph (2) of the same Act|
|Article 173, paragraph (2)|provisions made by resolution of the shareholders meeting under Article 171(1)|what has been specified under the provisions of Article 171, paragraph (1) as applied mutatis mutandis, by replacing terms, pursuant to the provisions of Article 21-3, paragraph (1) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities|
|Article 234, paragraph (2)|using a method other than auction with the permission of the court. In such cases, if there are two or more directors, the petition for such permission shall be filed with the consent of all directors|using a method other than auction pertaining to the approval of the competent minister set forth in Article 21-3, paragraph (1) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities|
|Article 466|after its incorporation.|after its incorporation; provided, however, that changes to the articles of incorporation, for which the approval of the competent minister set forth in Article 21-3, paragraph (1) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities has been received, may be effected without a resolution of a shareholders meeting|
(2) The provisions of Article 169, paragraph (3) and paragraph (4) and Article 940 of the Companies Act shall apply mutatis mutandis in the cases set forth in the preceding paragraph. In such cases, in Article 169, paragraph (3) of the same Act, the phrase "If a stock company makes determination pursuant to the provisions of paragraph (1)" shall be deemed to be replaced with "When providing for matters listed in each item of Article 171, paragraph (1) pursuant to the provisions of the same paragraph as applied, by replacing terms, pursuant to Article 21-3, paragraph (1) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities"; the phrase "stock company" shall be deemed to be replaced with "stock company that acquires all of the class shares subject to wholly call for which the approval of the competent minister set forth in Article 21-3, paragraph (1) of the same Act has been received"; the phrase "the shareholders of the shares subject to call who are identified pursuant to the provisions of that paragraph and the registered pledgees of shares thereof" shall be deemed to be replaced with "the shareholders of said stock company"; and the phrase "such shares subject to call" shall be deemed to be replaced with "said shares subject to wholly call"; and any other necessary technical replacement of terms shall be specified by Cabinet Order.
(3) With respect to application of the provisions of Article 46, paragraph (1), paragraph (2), and paragraph (4) of the Commercial Registration Act in the cases set forth in paragraph (1), the phrase "documents" in paragraph (1) and paragraph (4) the same Article shall be deemed to be replaced with "documents, and documents evidencing the receiving of the approval of the competent minister set forth in Article 21-3, paragraph (1) of the Act on Special Measures Concerning the Revitalization of Industry and Innovation in Industrial Activities," and the phrase "minutes" in paragraph (2) of the same Article shall be deemed to be replaced with "minutes, and documents evidencing the receiving of the approval of the competent minister set forth in Article 21-3, paragraph (1) of the Act on Special Measures Concerning the Revitalization of Industry and Innovation in Industrial Activities."
(Demands for Objections by Obligees in Cases of Transfer of Business)
Article 22 (1) A business operator which is a stock company (hereinafter referred to as a "company" in this Article) may, when a resolution of the shareholders meeting or the board of directors or a decision by executive officers has been made with respect to the transfer of all or part of a business undertaken in accordance with an approved plan, give separate notices to each of its specified obligees (meaning, from among persons holding claims against said company, those who will hold claims against those persons receiving all or part of said business, and who will not hold said claims against said company through said transfer of all or part of the business; the same shall apply hereinafter), within two weeks of the date of said resolution or decision, explaining the outline of said transfer of all or part of the business and requiring them to state objections to said transfer of all or part of the business, if any, within a fixed period of time.
(2) The period set forth in the preceding paragraph shall not be less than one month.
(3) When a specified obligee who has received a notice prescribed in paragraph (1) has stated no objection within the period set forth in the same paragraph, said specified obligee shall be deemed to have approved said transfer of all or part of the business.
(4) When a specified obligee has stated an objection within the period set forth in paragraph (1), said company shall entrust appropriate assets to a trust company or financial institution engaged in a trust business with the aim of liquidation or the provision of reasonable security, or having the specified obligee receive repayment; provided, however, that this shall not apply when there is no risk of damage to said specified obligee even if said transfer of all of part of the business takes place.
(Special Provisions of the Cargo Forwarder Service Act)
Article 22-2 (1) When a business operator intending to implement a resource productivity innovation has received the approval set forth in Article 11, paragraph (1) with respect to its resource productivity innovation plan, regarding those businesses from among those pertaining to the business activity intended to be implemented by said business operator or its affiliated business operators in accordance with said approved resource productivity innovation plan, for which they are to receive the registration set forth in Article 3, paragraph (1) of the Cargo Forwarder Service Act or the registration of changes set forth in Article 7, paragraph (1) of the same Act, or are to make a notification pursuant to the provisions of paragraph (3) of the same Article, or Article 14, paragraph (2) or Article 15 of the same Act regarding a type 1 cargo forwarding business, they shall be deemed to have received the registration or registration of changes or have made a notification pursuant to these provisions.
(2) The provisions of the preceding paragraph shall apply mutatis mutandis in cases in which an approved resource productivity innovation business operator has received the approval set forth in Article 12, paragraph (1) regarding its approved resource productivity innovation plan.
Article 22-3 (1) When a business operator intending to implement a resource productivity innovation has received the approval set forth in Article 11, paragraph (1) with respect to its resource productivity innovation plan, regarding those businesses from among those pertaining to the business activity intended to be implemented by said business operator or its affiliated business operators in accordance with said approved resource productivity innovation plan, for which they are to receive the permission set forth in Article 20 or Article 45, paragraph (1) of the Cargo Forwarder Service Act, or the authorization set forth in Article 25, paragraph (1), Article 29, paragraph (1) or paragraph (2), of Article 46, paragraph (2) of the same Act, or are to make a notification pursuant to the provisions of Article 25, paragraph (3), Article 31, Article 46, paragraph (4) or Article 48 of the same Act regarding a type 2 cargo forwarding business, they shall be deemed to have received the permission or authorization or have made a notification pursuant to these provisions.
(2) The provisions of the preceding paragraph shall apply mutatis mutandis in cases in which an approved resource productivity innovation business operator has received the approval set forth in Article 12, paragraph (1) regarding its approved resource productivity innovation plan.
(Special Provisions of the Act on Service of Cargo Transportation by Automobiles)
Article 22-4 (1) When a business operator intending to implement a resource productivity innovation has received the approval set forth in Article 11, paragraph (1) with respect to its resource productivity innovation plan, regarding those businesses from among those pertaining to the business activity intended to be implemented by said business operator or its affiliated business operators in accordance with said approved resource productivity innovation plan, for which they are to receive the permission set forth in Article 3 of the Act on Service of Cargo Transportation by Automobiles or the authorization set forth in Article 9, paragraph (1), or Article 30, paragraph (1) or paragraph (2) of the same Act, or are to make a notification pursuant to the provisions of Article 9, paragraph (3) or Article 32 of the same Act regarding a general cargo automobile transportation business, they shall be deemed to have received the permission or authorization or have made a notification pursuant to these provisions.
(2) The provisions of the preceding paragraph shall apply mutatis mutandis in cases in which an approved resource productivity innovation business operator has received the approval set forth in Article 12, paragraph (1) regarding its approved resource productivity innovation plan.
(Special Provisions of the Limited Partnership Act for Investment)
Article 23 (1) The partners of the limited partnership for investment prescribed in Article 2, paragraph (2) of the Limited Partnership Act for Investment (Act No. 90 of 1998) (hereinafter simply referred to as the "limited partnership for investment") may, for the purposes of facilitating business reconstruction, under the terms of the partnership agreement set forth in Article 3, paragraph (1) of the same Act, pledge, jointly with each party, to manage a business acquiring and holding those shares, share options or designated securities (meaning the designated securities prescribed in item (iii) of the same paragraph) issued by a foreign juridical person, or equity in a foreign juridical person, or similar items, that pertain to a foreign affiliated juridical person (limited to the relevant foreign affiliated juridical person in cases in which a plan concerning measures to be taken by a foreign affiliated juridical person is included in the approved business reconstruction plan), in addition to the business activities listed in each item of the same paragraph.
(2) With respect to the application of the provisions of Article 7, paragraph (4) of the Limited Partnership Act for Investment pertaining to partners of a limited partnership for investment who have pledged to manage a business prescribed in the preceding paragraph, in Article 7, paragraph (4) of the same Act, the phrase "acts other than the business activities listed in Article 3, paragraph (1)" shall be deemed to be replaced with "acts other than the business activities listed in Article 3, paragraph (1) or the business activities prescribed in Article 23, paragraph (1) of the Act on Special Measures Concerning the Revitalization of Industry and Innovation in Industrial Activities," and the phrase "a business other than those listed in the same paragraph" shall be deemed to be replaced with "a business other than those listed in Article 3, paragraph (1) or a business other than those prescribed in Article 23, paragraph (1) of the same Act."
(Operations for Business Reconstruction Facilitation Undertaken by the Organization for Small and Medium Enterprises and Regional Innovation)
Article 24 For the purposes of facilitating business reconstruction, management resource reutilization, management resource integration, and resource productivity innovation, and promoting the installation of business innovation new goods production equipment and resource constraint response production equipment, the Organization for Small and Medium Enterprises and Regional Innovation shall undertake operations to guarantee bonds issued by the operators listed in each of the following items in order to procure the funds provided therein (excluding short term corporate bonds prescribed in Article 66, item (i) of the Act on Book-Entry Transfer of Company Bonds, Shares, etc. (Act No. 75 of 2001); the same shall apply in Article 30-23, paragraph (1), item (vi)), and debt obligations pertaining to the borrowing of said funds.
(i) Approved business reconstruction business operators or their affiliated business operators, approved management resource reutilization business operators or approved management resource integration business operators or their affiliated business operators: Funds necessary for carrying out measures for the purposes of business reconstruction, management resource reutilization, or management resource integration, in accordance with an approved business reconstruction plan, approved management resource reutilization plan, or approved management resource integration plan.
(ii) Approved resource productivity innovation business operators or their affiliated business operators, or approved business innovation new goods production equipment installation business operators or approved resource constraint response production equipment installation business operators: Funds necessary for carrying out the installation of resource productivity innovation equipment, business innovation new goods production equipment, or resource constraint response production equipment in accordance with an approved resource productivity innovation plan, approved business innovation new goods production equipment installation plan, or approved resource constraint response production equipment installation plan.
(Operations for Loss Compensation Undertaken by the Finance Corporation)
Article 24-2 (1) In cases in which losses have arisen with respect to contributions made by a designated financial institution (meaning the designated financial institution prescribed in Article 11, paragraph (2) of the Japan Finance Corporation Act (Act No. 57 of 2007; hereinafter referred to as the "Finance Corporation Act"); the same shall apply hereinafter in this Article) to funds necessary for measures taken by an approved business operator or its affiliated business operators in accordance with an approved plan for the purposes of business reconstruction, management resource reutilization, management resource integration, or resource productivity innovation (such contributions shall be limited to those made within a period specified by Cabinet Order as a period in which the making of contributions with respect to said funds can generally be considered to be difficult due to financial disturbances within Japan and abroad) as it has become difficult for said approved business operator or its affiliated business operators to continue business or on any other grounds, the Finance Corporation may undertake operations to cover part of the amount of said losses incurred by said designated financial institution, notwithstanding the provisions of Article 11 of the Finance Corporation Act.
(2) The contributions made by a designated financial institution prescribed in the preceding paragraph shall be deemed to be crisis response operations set forth in Article 2, item (v) of the Finance Corporation Act, and the loss compensation pursuant to the provisions of the same paragraph shall be deemed to be the operations listed in Article 11, paragraph (2), item (ii) of the Finance Corporation Act; and the provisions of the same Act shall apply to them. In such cases, the necessary replacement of terms shall be specified by Cabinet Order.
(Operations for Business Reconstruction, etc. Facilitation Undertaken by the Finance Corporation)
Article 24-3 (1) Notwithstanding the provisions of Article 11 of the Finance Corporation Act, the Finance Corporation may lend a designated financial institution funds necessary for offering loans for funds necessary for measures taken by an approved business operator or its affiliated business operators in accordance with an approved plan for the purposes of business reconstruction, management resource reutilization, management resource integration, or resource productivity innovation that are specified by Cabinet Order (referred to as "approved business reconstruction, etc. associated measures" in Article 24-5, paragraph (1)) and undertake other incidental affairs (hereinafter referred to as "operations for business reconstruction, etc. facilitation").
(2) In cases in which operations for business reconstruction, etc. facilitation are undertaken, the phrases listed in the middle column of the following table which are used in the provisions of the Finance Corporation Act listed in the left-hand column of the same table shall be deemed to be replaced with the phrases listed in the right-hand column of the same table; and operations for business reconstruction, etc. facilitation shall be deemed to be specified operations for business reconstruction facilitation prescribed in Article 6 of the Act on the Promotion of Business Developing and Manufacturing Energy-Environment Friendly Products (Act No. 38 of 2010), and the provisions of the Finance Corporation Act shall apply to them by replacing terms pursuant to the provisions of Article 17 of the same Act. In such cases, necessary technical replacement of terms shall be specified by Cabinet Order.
|Article 58, paragraph (1)|this Act|this Act, the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities (Act No. 131 of 1999; hereinafter referred to as the "Act on Special Measures")|
|Article 58, paragraph (2) and Article 59, paragraph (1)|this Act|this Act, the Act on Special Measures|
|Article 71|Article 59, paragraph (1)|Article 59, paragraph (1) as applied, by replacing terms, pursuant to the provisions of Article 24-3, paragraph (2) of the Act on Special Measures|
|Article 73, item (i)|this Act|this Act (including cases where applied, by replacing terms, pursuant to the provisions of Article 17 of the Act on the Promotion of Business Developing and Manufacturing Energy-Environment Friendly Products (Act No. 38 of 2010) as applied, by replacing terms, pursuant to the provisions of Article 24-3, paragraph (2) of the Act on Special Measures)|
|Article 73, item (iii)|Article 11|Article 11, and Article 24-3, paragraph (1) of the Act on Special Measures|
|Article 73, item (vii)|Article 58, paragraph (2)|Article 58, paragraph (2) (including cases where applied, by replacing terms, pursuant to the provisions of Article 24-3, paragraph (2) of the Act on Special Measures)|
|Article 47, paragraph (1) of the Supplementary Provisions|business operations of the Finance Corporation|business operations of the Finance Corporation (excluding operations for business reconstruction, etc. facilitation prescribed in Article 24-3, paragraph (1) of the Act on Special Measures)|
(Policies for Undertaking Operations for Business Reconstruction, etc. Facilitation)
Article 24-4 (1) In line with the basic guidelines (limited to matters listed in Article 3, paragraph (2), item (vi); the same shall apply in paragraph (1), item (ii) and paragraph (2) of the following Article), the Finance Corporation shall specify means and conditions of operations for business reconstruction, etc. facilitation and other policies for undertaking operations for business reconstruction, etc. facilitation (hereinafter referred to as "policies for undertaking operations for business reconstruction, etc. facilitation"), in accordance with what is specified by Ordinance of the competent ministry.
(2) The Finance Corporation shall, when intending to specify policies for undertaking operations for business reconstruction, etc. facilitation, receive the authorization of the competent minister. This shall also apply when it intends to make changes to those policies.
(3) The Finance Corporation shall, when it has received the authorization of the competent minister, pursuant to the provisions of the preceding paragraph, make public the policies for undertaking operations for business reconstruction, etc. facilitation, without delay.
(4) The Finance Corporation shall undertake operations for business reconstruction, etc. facilitation in accordance with the policies for undertaking operations for business reconstruction, etc. facilitation.
(Designation of Designated Financial Institutions)
Article 24-5 (1) With respect to a business to offer loans for funds necessary for approved business reconstruction, etc. associated measures taken by an approved business operator or its affiliated business operators in accordance with an approved plan, which is to be undertaken by way of borrowing funds necessary for said loans from the Finance Corporation (hereinafter referred to as "operations for business reconstruction, etc. promotion"), the competent minister may designate those that are deemed to be in conformity with the standards listed below as designated financial institutions, upon their application, in accordance with what is specified by Ordinance of the competent ministry.
(i) They fall under the category of a bank or other financial institutions specified by Cabinet Order.
(ii) The code of business prescribed in the following paragraph is in conformity with laws and regulations, the basic guidelines, and the policies for undertaking operations for business reconstruction, etc. facilitation, and they have sufficient capability to undertake operations for business reconstruction, etc. promotion properly and reliably.
(iii) In light of the personnel structure, they have knowledge and experience for undertaking operations for business reconstruction, etc. promotion properly and reliably.
(2) Those intending to receive designation pursuant to the provisions of the preceding paragraph (hereinafter simply referred to as "designation" in this Section) shall specify the code of business for operations for business reconstruction, etc. promotion (referred to as the "code of business" in the following paragraph and Article 24-7), in line with the basic guidelines and the policies for undertaking operations for business reconstruction, etc. facilitation, in accordance with the procedures specified by Ordinance of the competent ministry, and submit it to the competent minister together with a designated application form.
(3) The code of business shall specify matters concerning the implementation framework and means for operations for business reconstruction, etc. facilitation and other matters specified by Ordinance of the competent ministry.
(4) Those falling under any of the following items may not receive designation.
(i) A person who has violated this Act, the Banking Act, or another Act specified by Cabinet Order or disposition based on these Acts and has been sentenced to a punishment severer than a fine, and for whom five years have not elapsed since the day on which the execution of the sentence has been completed or the sentence has become no longer applicable.
(ii) A person who has had the designation rescinded pursuant to the provisions of Article 24-12, paragraph (1), and for whom five years have not elapsed since the day of the rescission.
(iii) A juridical person, any of whose officers in charge of its business falls under any of the following.
(a) An adult ward, a person under curatorship, or a bankrupt whose civil rights have not been restored.
(b) In cases in which a designated financial institution has had the designation rescinded pursuant to the provisions of Article 24-12, paragraph (1), a person who was an officer of said designated financial institution within at least 60 days before the day of public notice of the date and place of hearing pertaining to the rescission of said designation, and for whom five years have not elapsed since the day of the rescission.
(Public Notice of Designation)
Article 24-6 (1) When the competent minister has made a designation, he/she shall make public the trade name or name, and the address of the designated financial institution, as well as the location of the business office or office where it undertakes operations for business reconstruction, etc. promotion.
(2) When a designated financial institution intends to change its trade name or name, address, location of the business office or office where it undertakes operations for business reconstruction, etc. promotion, it shall notify the competent minister of that fact in advance.
(3) When the competent minister has received a notification pursuant to the provisions of the preceding paragraph, he/she shall make public that fact.
(Authorization of Changes to the Code of Business)
Article 24-7 (1) A designated financial institution shall, when intending to change the code of business, receive the authorization of the competent minister.
(2) When the competent minister considers that the code of business of a designated financial institution has become inappropriate for undertaking operations for business reconstruction, etc. promotion properly and reliably, he/she may order the institution to change the code of business.
(Agreement)
Article 24-8 (1) The Finance Corporation shall conclude an agreement containing the matters listed below with a designated financial institution, with respect to operations for business reconstruction, etc. facilitation, and undertake the operations in accordance with the agreement.
(i) Matters concerning the standards for conditions for loans for operations for business reconstruction, etc. promotion undertaken by the designated financial institution.
(ii) The designated financial institution shall prepare a report on its financial situation and implementation of operations for business reconstruction, etc. promotion and submit it to the Finance Corporation.
(iii) The substance and implementation of operations for business reconstruction, etc. promotion undertaken by the designated financial institution and operations for business reconstruction, etc. facilitation undertaken by the Finance Corporation, in addition to what is listed in the preceding two items.
(2) The Finance Corporation shall, when intending to conclude an agreement set forth in the preceding paragraph, receive the authorization of the competent minister. This shall also apply when it intends to make changes to the agreement.
(Bookkeeping)
Article 24-9 A designated financial institution shall keep books with respect to operations for business reconstruction, etc. promotion, in accordance with what is specified by Ordinance of the competent ministry, record matters specified by Ordinance of the competent ministry, and preserve it.
(Supervision Orders)
Article 24-10 When the competent minister considers it necessary for the enforcement of this Act, he/she may issue orders necessary for the supervision with respect to operations for business reconstruction, etc. promotion to a designated financial institution.
(Suspension or Abolition of Operations)
Article 24-11 (1) When a designated financial institution intends to suspend or abolish all or part of the operations for business reconstruction, etc. promotion, it shall notify the competent minister of that fact in advance, in accordance with what is specified by Ordinance of the competent ministry.
(2) When the competent minister has received a notification pursuant to the provisions of the preceding paragraph, he/she shall make public that fact.
(3) When a designated financial institution has abolished all of the operations for business reconstruction, etc. promotion, the designation of said designated financial institution shall cease to be effective.
(Rescission of Designation, etc.)
Article 24-12 (1) When a designated financial institution falls under any of the following items, the competent minister may rescind the designation of said designated financial institution.
(i) When the designated financial institution is deemed to be incapable of undertaking operations for business reconstruction, etc. promotion properly and reliably.
(ii) When there has been a wrongful act relating to designation.
(iii) When the designated financial institution has violated this Act or an order or disposition based on this Act.
(2) When the competent minister has rescinded designation pursuant to the provisions of the preceding paragraph, he/she shall make public that fact.
(Completion of Operations due to Rescission of Designation, etc.)
Article 24-13 When designation of a designated financial institution has ceased to be effective pursuant to the provisions of Article 24-11, paragraph (3) or has been rescinded pursuant to the provisions of paragraph (1) of the preceding Article, a person that was said designated financial institution or its general successor shall be deemed to be the designated financial institution within the scope of the purpose to complete transactions based on the agreement on the operations for business reconstruction, etc. promotion undertaken by said designated financial institution.
(Special Provisions of the Small and Medium Business Investment & Consultation Corporation Act)
Article 25 (1) Small and Medium Business Investment & Consultation Corporations may, in addition to the businesses listed each item of Article 5, paragraph (1) of the Small and Medium Business Investment & Consultation Corporation Act (Act No. 101 of 1963), subscribe for shares, share options (excluding those appended to bonds with share options) or bonds with share options, etc. (meaning the bonds with share options, etc. prescribed in item (ii) of the same paragraph; the same shall apply hereinafter in this Article, Article 37, and Article 39-6), that are issued by a stock company whose stated capital exceeds 300,000,000 yen, out of a small and medium-sized enterprise operator that is an approved business operator or its affiliated business operator or a small and medium-sized enterprise operator that is an approved business innovation new goods production equipment installation business operator or approved resource constraint response production equipment installation business operator, for the purposes of procuring the funds necessary for the installation of business innovation new goods production equipment, resource productivity innovation equipment, or resource constraint response production equipment, in accordance with an approved plan, or approved business innovation new goods production equipment installation plan or approved resource constraint response production equipment installation plan, and may hold shares, share options (including shares issued or transferred through their exercise) or bonds with share options, etc. (including shares issued or transferred through the exercise of share options appended to bonds with share options, etc.) pertaining to said subscription.
(2) The subscription for shares, share options (excluding those appended to bonds with share options), or bonds with share options, etc. , and the holding of shares, share options (including shares issued or transferred through their exercise), or bonds with share options, etc. (including shares issued or transferred through the exercise of share options appended to bonds with share options, etc.) pertaining to said subscription, pursuant to the provisions of the preceding paragraph, shall be deemed to be the business set forth in Article 5, paragraph (1), item (ii) of the Small and Medium Business Investment & Consultation Corporation Act, with respect to the application of the provisions of the same Act.
Article 26 and Article 27 Deleted
(Provision of Information)
Article 28 (1) In order to contribute to the facilitation of a business innovation by a business operator, the State shall investigate conditions in which prices of goods or services differ inside and outside of Japan, and the cause thereof, and shall make public those results.
(2) In addition to what is prescribed in the preceding paragraph, the State shall investigate trends in industries inside and outside Japan and overseas business activities of Japanese business operators, and shall endeavour to provide necessary information.
(Promotion of Improvements to Transactional Practices)
Article 29 When a considerable number of offers have been made from business operators under common circumstances who intend to improve their transactional practices pertaining to the sale of their goods for the purposes of the smooth implementation of business reconstruction, management resource utilization, management resource integration, and resource productivity innovation, the State shall investigate said transactional practices as necessary, and provide information to said business operators, the counterparties to their transactions, and any other related parties.
(Support for Improvements in Productivity in the Service Industry)
Article 30 (1) In view of the importance of improving productivity in the service industry for the revitalization of industry and innovation in industrial activities in Japan, and for the purposes of the smooth implementation of business reconstruction, management resource reutilization, management resource integration, and resource productivity innovation in the service industry, the State shall endeavour to provide advice, training, or information concerning management methods or technologies in the service industry and comprehensively promote other necessary measures.
(2) In cases in which a business operator managing a business belonging to the service industry undertakes activities that contribute to the improvement of productivity in the service industry, in mutual coordination and collaboration with other business operators and universities, etc. , based on the basic guidelines (in cases in which business field specific guidelines have been specified pursuant to the provisions of Article 4, paragraph (1) with respect to a business field belonging to the service industry, the basic guidelines and said business field specific guidelines), the State shall take necessary measures for the purposes of supporting said activities.
Chapter II-2 Support for Specified Business Activities by the Innovation Network Corporation of Japan
Section 1 General Provisions
(Purpose of the Organization)
Article 30-2 The Innovation Network Corporation of Japan shall be a stock company with the purpose of promoting specified business activities within Japan through providing funds and other support towards specified business activities, considering the circumstances in which innovation in industrial activities by effectively utilizing management resources other than those owned individually has become increasingly important in order for Japanese industries to properly deal with the recent structural changes in the global economy.
(Number)
Article 30-3 The Innovation Network Corporation of Japan (hereinafter referred to as "the Organization" in this Chapter, Chapter VI, and Chapter VII) shall be limited to one incorporated company.
(Shares Owned by the Government)
Article 30-4 The government shall ordinarily hold a number of shares equivalent to 50 percent or greater of the total number of shares issued by the Organization (excluding shares of a class specified as being unable to exercise voting rights with respect to all of the matters for which a resolution can be made at a shareholders meeting; the same shall apply in this Article).
(Authorization of Shares, Bonds and Borrowings)
Article 30-5 (1) When the Organization intends to solicit persons to subscribe for the shares for subscription prescribed in Article 199, paragraph (1) of the Companies Act (referred to as "shares for subscription" in Article 84, item (i)), the share options for subscription prescribed in Article 238, paragraph (1) of the same Act (referred to as "share options for subscription" in the same item), or the bonds for subscription prescribed in Article 676 of the same Act; or intends to issue shares, bonds or share options at share exchange; or intends to borrow funds with a repayment deadline longer than a year, the Organization shall receive the authorization of the Minister of Economy, Trade and Industry.
(2) The Organization shall, after it has issued shares through the exercise of share options, notify the Minister of Economy, Trade and Industry of that fact without delay.
(Contributions by the Government)
Article 30-6 The government may, when it considers it necessary, and within a range of amounts specified in the budget, make contributions to the Organization.
(Trade Name)
Article 30-7 (1) The Organization shall use the term "Innovation Network Corporation of Japan" in its trade name.
(2) Those other than the Organization shall not use the term "innovation network corporation" in their names.
Section 2 Incorporation
(Matters Specified or Recorded in the Articles of Incorporation)
Article 30-8 (1) In addition to the matters listed in each item of Article 27 of the Companies Act, the following matters shall be specified or recorded in the articles of incorporation of the Organization.
(i) The number of shares (in cases in which the Organization is intended to be incorporated as a company with class shares, those classes and the number of shares in each class) issued at the time of the incorporation of the Organization (referred to as "shares issued at incorporation" in this item, item (iii), and the following Article).
(ii) The amount to be paid-in for shares issued at incorporation (meaning the amount of money paid, or assets other than money contributed, in exchange for one share issued at incorporation).
(iii) The number of shares issued at incorporation allotted to the government (in cases in which the Organization is intended to be incorporated as a company with class shares, those classes and the number of shares in each class).
(iv) The matters listed in Article 107, paragraph (1), item (i) of the Companies Act.
(v) The fact that a board of directors and company auditors are to be installed.
(vi) The fact that dissolution is to take place through completion of the business operations listed in each item of Article 30-23, paragraph (1).
(2) The following matters shall be specified or recorded in the articles of incorporation of the Organization.
(i) The fact that the committee prescribed in Article 2, item (xii) of the Companies Act is to be installed.
(ii) The provisions provided otherwise in the proviso to Article 139, paragraph (1) of the Companies Act.
(Authorization of Incorporation)
Article 30-9 The incorporators of the Organization shall prepare the articles of incorporation and, after having subscribed for their allotted shares issued at incorporation, promptly submit the articles of incorporation and the business plan to the Minister of Economy, Trade and Industry and apply for authorization of incorporation.
Article 30-10 (1) In cases in which an application for authorization pursuant to the provisions of the preceding Article has been filed, the Minister of Economy, Trade and Industry shall examine whether the application conforms to the standards listed below.
(i) The procedures of the incorporation and the contents of the articles of incorporation conform to the provisions of laws and regulations.
(ii) Falsities are not specified or recorded, and false signatures or names and seals (including measures in lieu of the affixation of signatures or names and seals pursuant to the provisions of Article 26, paragraph (2) of the Companies Act) are not contained, in the articles of incorporation.
(iii) It is considered that the sound management of the business operations will realistically contribute to the promotion of specified business activities within Japan.
(2) When the results of the examination carried out pursuant to the provisions of the preceding paragraph indicate that the application conforms to the standards listed in each item of the same paragraph, the Minister of Economy, Trade and Industry shall give his/her authorization to the incorporation.
(Appointment and Dismissal of Directors at Incorporation and Auditors at Incorporation)
Article 30-11 The appointment and dismissal of the directors at incorporation prescribed in Article 38, paragraph (1) of the Companies Act and the auditors at incorporation prescribed in paragraph (2), item (ii) of the same Article shall not become effective without the receipt of the authorization of the Minister of Economy, Trade and Industry.
(Replacement of Terms in the Provisions of the Companies Act)
Article 30-12 With respect to the application of the provisions of Article 30, paragraph (2), Article 34, paragraph (1), Article 59, paragraph (1), item (i) and Article 963, paragraph (1) of the Companies Act, the phrase "Articles of incorporation that are certified by a notary public pursuant to the preceding paragraph may not be amended before the formation of the Stock Company" in Article 30, paragraph (2) of the same Act shall be deemed to be replaced with "Articles of incorporation may not be amended before the formation of the Innovation Network Corporation of Japan after the authorization set forth in Article 30-10, paragraph (2) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities"; the phrase "Subscription for Shares Issued at Incorporation" in Article 34, paragraph (1) of the same Act shall be deemed to be replaced with "the authorization set forth in Article 30-10, paragraph (2) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities"; the phrase "the date of the certification of the articles of incorporation and the name of the notary public who effected such certification" in Article 59, paragraph (1), item (i) of the same Act shall be deemed to be replaced with "the date of the authorization set forth in Article 30-10, paragraph (2) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities"; and the phrase "Article 34 (1)" in Article 963, paragraph (1) of the same Act shall be deemed to be replaced with "Article 34 (1) (including cases where applied, by replacing terms, pursuant to the provisions of Article 30-12 of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities)."
(Exclusion from Application of Provisions of the Companies Act)
Article 30-13 The provisions of Article 30, paragraph (1) and Article 33 of the Companies Act shall not apply to the incorporation of the Organization.
Section 3 Administration
Subsection I Directors
(Authorization of the Appointment of Directors and Company Auditors)
Article 30-14 Resolutions on the appointment and dismissal of directors and company auditors shall not become effective without the receipt of the authorization of the Minister of Economy, Trade and Industry.
(Confidentiality Obligation of Directors)
Article 30-15 The directors, accounting advisors, company auditors, or employees of the Organization, or persons who were employed as such, shall not divulge or misappropriate any confidential information that has come to their knowledge in the performance of their duties.
Subsection II The Innovation Network Committee
(Installation)
Article 30-16 The Innovation Network Committee (hereinafter referred to as "the Committee") shall be established in the Organization.
(Authority)
Article 30-17 (1) The Committee shall make the rulings listed below.
(i) Rulings on business operators that are to be subject to specified business activity support set forth in Article 30-25, paragraph (1), and on the substance of said specified business activity support.
(ii) Rulings on the transfer of shares or claims or other dispositions set forth in Article 30-27, paragraph (1).
(iii) In addition to what is listed in the preceding two items, rulings on matters listed in Article 362, paragraph (4), item (i) and item (ii) of the Companies Act that have been delegated through a resolution of the board of directors.
(2) The Committee shall be deemed to have received the delegation from the board of directors with respect to rulings on the matters listed in item (i) and item (ii) of the preceding paragraph.
(Committee Organization)
Article 30-18 (1) The Committee shall be composed of between three and seven directors.
(2) One or more representative directors and one or more outside directors shall be included within the committee membership.
(3) The committee members shall be decided through a resolution of the board of directors.
(4) Resolutions on the appointment and dismissal of committee members shall not become effective without the receipt of the authorization of the Minister of Economy, Trade and Industry.
(5) Committee members shall perform their duties independently.
(6) The Committee shall have a chairperson who shall be elected from among its members.
(7) The chairperson shall preside over all of the affairs of the Committee.
(8) The Committee shall designate, in advance, a committee member to undertake the duties of the chairperson in the event that the chairperson is unable to perform his/her duty.
(Operations)
Article 30-19 (1) The Committee shall be convened by the chairperson (or, when the chairperson is unable to perform his/her duty, the person who undertakes the duties of the chairperson as prescribed in paragraph (8) of the preceding Article; the same shall apply hereinafter in this Article).
(2) The Committee may not hold a meeting or make resolutions without the attendance of the chairperson and at least two thirds of the total number of incumbent committee members.
(3) The decisions of the Committee shall be made by a majority of the attending committee members. In the event of a tie, the chairperson shall decide.
(4) Committee members who have a special interest with respect to a resolution pursuant to the provisions of the preceding paragraph shall not participate in voting on it.
(5) The number of committee members who may not participate in voting pursuant to the provisions of the preceding paragraph shall not be included in the number of incumbent committee members prescribed in paragraph (2).
(6) Company auditors shall attend committee meetings and, when it is considered necessary, state their opinions.
(7) A member of the Committee who has been appointed by it shall notify the board of directors of the substance of any resolution pursuant to the provisions of paragraph (3), without delay, after said resolution has been made.
(8) When minutes have been prepared with respect to the decisions of the Committee, in accordance with what it is specified by Ordinance of the Ministry of Economy, Trade and Industry, and those minutes are in written documents, members and company auditors who attended the meeting shall sign or affix their names and seals to them.
(9) In cases in which the minutes set forth in the preceding paragraph have been prepared in electromagnetic records, measures in lieu of the affixation of signatures or names and seals specified by Ordinance of the Ministry of Economy, Trade and Industry shall be taken with respect to the matters recorded in said electromagnetic records.
(10) In addition to what is specified in each of the preceding paragraphs and the following Article, the Committee shall decide on the procedures for decisions and other necessary matters concerning its own operations.
(Minutes)
Article 30-20 (1) The Organization shall keep the minutes set forth in paragraph (8) of the preceding Article at its head office for ten years from the date of the committee meeting.
(2) Shareholders may, when it is necessary for exercising their rights, and on receiving the permission of a court, make requests listed below.
(i) When the minutes set forth in the preceding paragraph are prepared in written documents, a request to inspect or copy said documents.
(ii) When the minutes set forth in the preceding paragraph are prepared in electromagnetic records, a request to inspect or copy anything that indicates the matters recorded in said electromagnetic records in a manner specified by Ordinance of the Ministry of Economy, Trade and Industry.
(3) Obligees may, when it is necessary for pursuing the liability of a committee member, and on receiving the permission of a court, make requests listed in each item of the preceding paragraph with respect to the minutes set forth in paragraph (1).
(4) Courts may not give the permission set forth in paragraph (2) or the preceding paragraph when they consider that substantial detriment to the Organization is likely to be caused by the inspection or copying pertaining to the requests listed in each item of paragraph (2) or the request set forth in the preceding paragraph.
(5) The provisions of Article 868, paragraph (1), Article 869, Article 870 (limited to the portion pertaining to item (i)), the main clause of Article 871, Article 872 (limited to the portion pertaining to item (iv)), the main clause of Article 873, Article 875 and Article 876 of the Companies Act shall apply mutatis mutandis with respect to the permission set forth in paragraph (2) and paragraph (3).
(6) The directors may make requests listed in each item of paragraph (2) with respect to the minutes set forth in paragraph (1).
(Registration)
Article 30-21 (1) When the Organization has appointed its members, it shall register their names at the location of its head office, within two weeks. This shall also apply when changes have arisen in the names of the members.
(2) In filing an application for registration of the appointment of committee members pursuant to the provisions of the preceding paragraph, documents evidencing the appointment of committee members and the appointed committee members' acceptance of the assumption of office shall be attached to a written application.
(3) In filing an application for registration of changes due to resignation of committee members, documents evidencing that fact shall be attached to a written application.
(4) With respect to directors who are appointed as committee members and who are outside directors, the Organization shall register the fact that they are outside directors.
Subsection III Amendments to the Articles of Incorporation
Article 30-22 Resolutions on changes to the articles of incorporation of the Organization shall not become effective without receipt of the authorization of the Minister of Economy, Trade and Industry.
Section 4 Business Operations
Subsection I Scope of Business Operations
Article 30-23 (1) The Organization shall engage in the business operations listed below, for the purposes of achieving its objective.
(i) Making contributions to subject business operators (meaning business operators (including partnerships established through a partnership agreement prescribed in Article 667, paragraph (1) of the Civil Code (Act No. 89 of 1896), silent partnerships established through a silent partnership agreement prescribed in Article 535 of the Commercial Code (Act No. 49 of 1899), limited liability partnerships for investment or limited liability partnerships or organizations similar to those partnerships that are located abroad; the same shall apply hereinafter in this Chapter) that are subject to support pursuant to the provisions of Article 30-25, paragraph (1); the same shall apply hereinafter in this Chapter and in Article 77).
(ii) Making contributions to the foundation (meaning the foundation prescribed in Article 131 of the Act on General Incorporated Associations and General Incorporated Foundations (Act No. 48 of 2006)) of a subject business operator.
(iii) Loaning of funds to a subject business operator.
(iv) Acquisition of securities (meaning the securities listed in each item of Article 2, paragraph (1) of the Financial Instruments and Exchange Act and those deemed to be securities pursuant to the provisions of paragraph (2) of the same Article; the same shall apply hereinafter in this item and item (xii)) issued by a subject business operator and securities held by a subject business operator.
(v) Acquisition of monetary claims against a subject business operator and monetary claims held by a subject business operator.
(vi) Guaranteeing of bonds issued by a subject business operator and obligations pertaining to borrowing of funds.
(vii) Solicitation or private placement of securities (limited to the rights listed in Article 2, paragraph (2), item (v) or item (vi) of the Financial Instruments and Exchange Act that are deemed to be securities pursuant to the provisions of the same paragraph) for the purposes of a subject business operator.
(viii) Dispatch of experts to a business operator who is undertaking or intending to undertake specified business activities.
(ix) Advising a business operator who is undertaking or intending to undertake specified business activities.
(x) Transfer, establishment or authorization of intellectual property rights (meaning the intellectual property rights set forth in Article 2, paragraph (2) of the Basic Act on Intellectual Property (Act No. 122 of 2002), and equivalents in foreign countries; the same shall apply in the following item), or disclosure of trade secrets (meaning the trade secrets set forth in Article 2, paragraph (6) of the Unfair Competition Prevention Act (Act No. 47 of 1993) or equivalents in foreign countries; the same shall apply in the following item), to a business operator who is undertaking or intending to undertake specified business activities.
(xi) The acquisition, or receipt of the transfer, establishment, or authorization, of intellectual property rights necessary for the business operation listed in the preceding item, or the receipt of the disclosure of trade secrets.
(xii) Transfer or other disposition of shares, share options, equity or securities (referred to as "shares, etc." in Article 30-27) that the Organization holds.
(xiii) Administration of claims and their transfer or other disposition.
(xiv) Necessary negotiations and investigations relating to the business operations listed in each of the preceding items.
(xv) Investigations and provisions of information necessary for the promotion of specified business activities.
(xvi) Business operations incidental to those listed in each of the preceding items.
(xvii) Business operations necessary for achieving the objective of the Organization, in addition to what is listed in each of the preceding items.
(2) When the Organization intends to engage in business operations listed in item (xvii) of the preceding paragraph, it shall receive the approval of the Minister of Economy, Trade and Industry in advance.
Subsection II Support Standards
Article 30-24 (1) The Minister of Economy, Trade and Industry shall specify standards that the Organization shall comply with when deciding a business operator that is to be subject to support for specified business activities (limited to those undertaken through the business operators listed in paragraph (1), item (i) to (vii) of the preceding Article; hereinafter such support shall be referred to as "specified business activity support" in this Section and in Article 77) and deciding the substance of said specified business activity support, based on the basic guidelines (limited to the portion pertaining to the matters listed in Article 3, paragraph (2), item (ix)) (hereinafter such standards shall be referred to as "support standards" in this Article and the following Article),
(2) When the Minister of Economy, Trade and Industry intends to specify support standards pursuant to the provisions of the preceding paragraph, he/she shall hear, in advance, the opinion of the minister having jurisdiction over the business pertaining to the activities that are to be subject to specified business activity support (referred to as the "minister having jurisdiction" in the following Article).
(3) When the Minister of Economy, Trade and Industry has specified support standards pursuant to the provisions of the preceding paragraph, he/she shall make those standards public.
Subsection III Implementation of Business Operations
(Decision of Support)
Article 30-25 (1) When the Organization intends to provide specified business activity support, it shall decide a business operator that is to be subject to it and the substance of the specified business activity support, in accordance with the support standards.
(2) When the Organization intends to make a decision on whether or not to provide specified business activity support, it shall notify the Minister of Economy, Trade and Industry of that fact in advance and specify a reasonable period of time for him/her to state his/her opinion.
(3) When the Minister of Economy, Trade and Industry has received a notification pursuant to the provisions of the preceding paragraph, he/she shall notify the minister having jurisdiction of its substance without delay.
(4) In cases in which the minister having jurisdiction has received a notification pursuant to the provisions of the preceding paragraph, when he/she considers it necessary in view of the situation in the business field to which said business operator belongs, he/she may state his/her opinion to the Organization within the period of time set forth in paragraph (2).
(Revocation of the Decision of Support)
Article 30-26 (1) In the cases listed below, the Organization shall promptly revoke the decision of support.
(i) When a subject business operator does not undertake specified business activities.
(ii) When a subject business operator has received a ruling on the commencement of bankruptcy proceedings, a ruling on the commencement of rehabilitation proceedings, a ruling on the commencement of reorganization proceedings, an order to commence special liquidation, or an approval of foreign insolvency proceedings.
(2) When the Organization has revoked the decision of support pursuant to the provisions of the preceding paragraph, it shall immediately notify the subject business operator of that fact.
(Transfer and Other Disposition of Shares, etc.)
Article 30-27 (1) When the Organization intends to make a decision on the transfer and other disposition of shares, etc. or claims pertaining to a subject business operator that it holds, it shall notify the Minister of Economy, Trade and Industry of that fact in advance and specify a reasonable period of time for him/her to state his/her opinion.
(2) The Organization shall, taking into consideration the economic situation and the state of the business of subject business operators, endeavour to transfer and otherwise dispose of all shares, etc. and claims that it holds by March 31, 2025.
(3) The redemption date for loans that are subject to guarantee of obligations by the Organization shall be a date before March 31, 2025.
Section 5 State Assistance
Article 30-28 (1) The Minister of Economy, Trade and Industry and heads of national administrative organs shall endeavour to provide the Organization and subject business operators with advice and any other assistance necessary for the smooth and reliable implementation of their businesses.
(2) In addition to what is specified in the preceding paragraph, the Minister of Economy, Trade and Industry and heads of national administrative organs shall cooperate and develop mutual coordination so as to promote smooth and reliable implementation of businesses undertaken by the Organization and subject business operators.
Section 6 Finance and Accounting
(Business Plans)
Article 30-29 Before the start of each business year, the Organization shall determine a business plan, financial plan and an income and expenditure budget for that business year, and submit it to the Minister of Economy, Trade and Industry. This shall also apply when it intends to make changes to those documents.
(Resolutions on Dividends of Surplus)
Article 30-30 Resolutions of the Organization on dividends of surplus and other disposition of surplus shall not become effective without receipt of the authorization of the Minister of Economy, Trade and Industry.
(Financial Statements)
Article 30-31 The Organization shall, within three months from the end of each business year, submit a balance sheet, profit and loss statement, and business report for that business year to the Minister of Economy, Trade and Industry.
Section 7 Supervision
(Supervision)
Article 30-32 (1) The Organization shall be supervised by the Minister of Economy, Trade and Industry in accordance with what is provided for in this Act.
(2) When the Minister of Economy, Trade and Industry considers it necessary for the enforcement of this Act, he/she may issue orders necessary for its supervision to the Organization concerning its business operations.
(Consultations with the Minister of Finance)
Article 30-33 When the Minister of Economy, Trade and Industry intends to give the approval set forth in Article 30-5, paragraph (1) (limited to cases in which it intends to solicit subscribers to bonds for subscription, issue bonds at share exchange, or borrow funds with a repayment period longer than a year), Article 30-10, paragraph (2), Article 30-22, Article 30-23, paragraph (2), Article 30-30, or Article 30-36, he/she shall consult with the Minister of Finance.
(Evaluation on Performance of Business Operations)
Article 30-34 (1) The Minister of Economy, Trade and Industry shall make evaluations with respect to the performance of business operations by the Organization for each business year.
(2) When the Minister of Economy, Trade and Industry has made evaluations set forth in the preceding paragraph, he/she notify the Organization of the results of said evaluation and make them public without delay.
Section 8 Dissolution
(Dissolution of the Organization)
Article 30-35 The Organization shall be dissolved through the completion of the business operations listed in each item of Article 30-23, paragraph (1).
(Resolutions on Mergers)
Article 30-36 Resolutions on mergers, company splits, transfer or acceptance of business, and dissolution of the Organization shall not become effective without receipt of the authorization of the Minister of Economy, Trade and Industry.
Chapter III Revitalization of Small and Medium-Sized Enterprises
Section 1 Facilitation of Start-ups and Small and Medium-Sized Enterprise Management Resource Utilization
(Approval of Small and Medium-Sized Enterprise Management Resource Utilization Plans)
Article 31 (1) A small and medium-sized enterprise operator may prepare a plan concerning small and medium-sized enterprise management resource utilization it intends to implement independently or jointly (hereinafter referred to as a "small and medium-sized enterprise management resource utilization plan"), and submit it to the prefectural governor having jurisdiction over the location of its principal office by March 31, 2016, and receive his/her approval.
(2) A small and medium-sized enterprise management resource utilization plan shall state the matters listed below.
(i) The objective of the small and medium-sized enterprise management resource utilization.
(ii) The substance of the small and medium-sized enterprise management resource utilization.
(iii) The implementation period for the small and medium-sized enterprise management resource utilization.
(iv) The amount of funds necessary for the implementation of the small and medium-sized enterprise management resource utilization, and the method of their procurement.
(3) A small and medium-sized enterprise management resource utilization plan may state a status of a small and medium-sized enterprise operator succeeded, based on a specified permission (meaning a permission, etc. set forth in Article 2, item (iii) of the Administrative Procedure Act (Act No. 88 of 1993) that is specified by Cabinet Order as being the permission, etc. if a status based thereon is held by a small and medium-sized enterprise operator succeeded, and said status is succeeded to by said small and medium-sized enterprise operator, it would be especially conducive to the facilitation of the small and medium-sized enterprise management resource utilization; the same shall apply hereinafter from this Article to Article 32-2), that said small and medium-sized enterprise operator intends to succeed to for the purposes of said small and medium-sized management resource utilization.
(4) When the small and medium-sized enterprise operator who has recorded the status pursuant to the provisions of the preceding paragraph intends to receive the approval set forth in paragraph (1), he/she shall, jointly with said small and medium-sized enterprise operator succeeded, submit the small and medium-sized enterprise management resource utilization plan to the prefectural governor.
(5) A prefectural governor shall, in cases in which an application for the approval set forth in paragraph (1) has been filed, when he/she considers that the small and medium-sized enterprise management resource utilization plan conforms to all of the following items, give his/her approval.
(i) The small and medium-sized enterprise management resource utilization pertaining to the small and medium-sized enterprise management resource utilization plan will effectively and appropriately exhibit the abilities of said small and medium-sized enterprise operator, and it will not harm the sound development of the national economy.
(ii) The small and medium-sized enterprise management resource utilization plan is appropriate for the smooth and reliable execution of said small and medium-sized enterprise management resource utilization.
(6) In cases in which a small and medium-sized enterprise management resource utilization plan states a status of a small and medium-sized enterprise operator succeeded, based on a specified permission set forth in paragraph (3), when a prefectural governor intends to give the approval set forth in the preceding paragraph, he/she shall consult with and obtain the consent of the administrative agency that had given said specified permission.
(7) Administrative agencies may request that the prefectural governor and the person filing the application for approval set forth in paragraph (1) submit information necessary for consent.
(8) Administrative agencies shall determine whether they are to give consent, taking into consideration the purpose of the provisions on which said specified permission is to be based.
(9) In addition to what is specified in the preceding three paragraphs, necessary matters concerning consent shall be specified by Cabinet Order.
(Changes to Small and Medium-Sized Enterprise Management Resource Utilization Plans)
Article 32 (1) Those receiving the approval set forth in paragraph (1) of the preceding Article (hereinafter referred to as "approved small and medium-sized enterprise management resource utilization business operators" in the following paragraph and paragraph (2) of the following Article) shall, when intending to make changes to the small and medium-sized enterprise management resource utilization plan pertaining to said approval, receive the approval of the prefectural governor who gave that approval.
(2) In cases in which the approved small and medium-sized enterprise management resource utilization business operator has recorded a status of a small and medium-sized enterprise operator succeeded, based on a specified permission set forth in paragraph (3) of the preceding Article, or intends to newly record a status of a small and medium-sized enterprise operator succeeded based on a specified permission, an application for approval for changes pursuant to the provisions of the preceding paragraph shall be filed by said approved small and medium-sized enterprise management resource utilization business operator, jointly with the small and medium-sized enterprise operator succeeded; provided, however, that after a small and medium-sized enterprise operator has succeeded to a business in accordance with the small and medium-sized enterprise management resource utilization plan pertaining to the approval set forth in paragraph (1) of the same Article (when an approval has been given for changes pursuant to the provisions of the preceding paragraph, the plan after those changes; hereinafter such plan shall be referred to as an "approved small and medium-sized enterprise management resource utilization plan"), said small and medium-sized enterprise operator may file an application independently.
(3) In cases in which an application for approval of changes pursuant to the provisions of paragraph (1) has been filed before a small and medium-sized enterprise operator succeeds to a business in accordance with the approved small and medium-sized enterprise management resource utilization plan, and those changes fall under any of the following items, when a prefectural governor intends to give the approval set forth in the same paragraph, he/she shall consult with and obtain the consent of the administrative agency specified in said item.
(i) Changes to a small and medium-sized enterprise management resource utilization plan pertaining to the approval set forth in paragraph (5) of the preceding Article given by the prefectural governor by obtaining the consent of the administrative agency pursuant to the provisions of paragraph (6) of the same Article: Said administrative agency (in cases in which said changes are intended to delete the records for all or part of a status of a small and medium-sized enterprise operator succeeded based on a specified permission, this shall exclude the administrative agency that gave the specified permission pertaining to said deletion).
(ii) Changes intended to newly record a status of a specified small and medium-sized enterprise operator based on a specified permission: The administrative agency that gave said specified permission.
(4) When a prefectural governor considers that small and medium-sized enterprise management resource utilization is not being carried out in accordance with the approved small and medium-sized enterprise management resource utilization plan, he/she may rescind his/her approval.
(5) The provisions of paragraph (5) of the preceding Article shall apply mutatis mutandis with respect to the approval set forth in paragraph (1), and the provisions of paragraphs (7) to (9) of the same Article shall apply mutatis mutandis with respect to the approval set forth in paragraph (3).
(Succession of Status Based on Specified Permission, etc.)
Article 32-2 (1) In cases in which an approved small and medium-sized enterprise management resource utilization plan states a status of a small and medium-sized enterprise operator succeeded, based on a specified permission set forth in Article 31, paragraph (3), when a small and medium-sized enterprise operator has succeeded to a business in accordance with said approved small and medium-sized enterprise management resource utilization plan, said small and medium-sized enterprise operator shall succeed to said status of a small and medium-sized enterprise operator based on the specified permission, irrespective of the provisions of laws and regulations on which said specified permission is to be based.
(2) When a small and medium-sized enterprise operator has succeeded to a business in accordance with said approved small and medium-sized enterprise management resource utilization plan, an approved small and medium-sized enterprise management resource utilization business operator shall report that fact to the prefectural governor, attaching documents evidencing it, without delay.
(3) In cases in which a small and medium-sized enterprise operator has succeeded to a status of a small and medium-sized enterprise operator succeeded, based on a specified permission, pursuant to the provisions of paragraph (1), when the prefectural governor has received a report pursuant to the provisions of the preceding paragraph, he/she shall notify the administrative agency pertaining to said specified permission of matters that pertain to said report.
(4) In addition to what is specified in this Act, necessary matters concerning the succession of a status based on a specified permission shall be specified by Cabinet Order.
(Special Provisions of the Small and Medium-Sized Enterprise Credit Insurance Act)
Article 33 (1) With respect to the application of the provisions of Article 3-2, paragraph (1) and paragraph (3) of the Small and Medium-Sized Enterprise Credit Insurance Act (Act No. 264 of 1950) pertaining to the insurance relationships of unsecured insurance prescribed in Article 3-2, paragraph (1) of the same Act (hereinafter referred to as "unsecured insurance") that pertain to small and medium-sized enterprise operators who are founders (including the founders listed in Article 2, paragraph (16), item (i) and item (iii); the same shall apply hereinafter) that have received a start-up-related guarantee (meaning a guarantee of obligations prescribed in Article 3-2, paragraph (1) of the same Act pertaining to the required funds of a founder that is specified by Ordinance of the Ministry of Economy, Trade and Industry; the same shall apply hereinafter), in paragraph (1) of the same Article, the phrase "small and medium-sized enterprise operator" shall be deemed to be replaced with "small and medium-sized enterprise operator (including the founders listed in Article 2, paragraph (16), item (i) and item (iii) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities)"; and the phrase "the total insurance value is 80,000,000 yen" shall be deemed to be replaced with "the total insurance value for the insurance relationships pertaining to the start-up-related guarantee prescribed in Article 33, paragraph (1) of the same Act (hereinafter referred to as the "start-up-related guarantee") and the total insurance value for other insurance relationships are 10,000,000 yen and 80,000,000 yen, respectively"; and in paragraph (3) of the same Article, the phrase "the amount that is guaranteed from among said borrowings is 80,000,000 yen (said obligor.." shall be deemed to be replaced with "the amount that is guaranteed from among said borrowings is 10,000,000 yen and 80,000,000 yen for the start-up-related guarantee and other guarantees, respectively (for each of the start-up-related guarantee and other guarantees, said obligor..."; and the phrase "from 80,000,000" shall be deemed to be replaced with "from 10,000,000 yen and 80,000,000 yen, respectively."
(2) A founder listed in Article 2, paragraph (16), item (i) and item (iii) that has received a start-up-related guarantee shall be deemed to be a small and medium-sized enterprise operator set forth in Article 2, paragraph (1) of the Small and Medium-Sized Enterprise Credit Insurance Act, and the provisions of Article 3-2 and Articles 4 to 8 of the same Act shall apply to it.
(3) With respect to the application of the provisions of Article 3-2, paragraph (2) and Article 5 of the Small and Medium-Sized Enterprise Credit Insurance Act pertaining to the insurance relationships of unsecured insurance from among those pertaining to start-up-related guarantees that pertain to small and medium-sized enterprise operators who are founders falling under all of the requirements listed in the following items, the phrase "80 percent" in Article 3-2, paragraph (2) of the same Act and the phrase "70 percent (or 80 percent, for unsecured insurance, special petty insurance, current assets insurance, pollution prevention insurance, energy conservation insurance, overseas investment-related insurance, new business development insurance, business revitalization insurance, and specific corporate bond insurance)" in Article 5 of the same Act shall be deemed to be replaced with "90 percent."
(i) They fall under any of the following.
(a) In cases in which they fall under the categories of persons listed in Article 2, paragraph (16), items (i) to (iii), they have experienced discontinuation of a business they managed in the past due to a worsening of its business circumstances, or they were an officer executing business operations of a company that was dissolved due to a worsening of its business circumstances as of the day on which said dissolution occurred.
(b) In cases in which they fall under the categories of persons listed in Article 2, paragraph (16), item (iv), the individual who established said company has experienced discontinuation of a business he/she managed in the past due to a worsening of its business circumstances, or he/she was an officer executing business operations of a company that was dissolved due to a worsening of its business circumstances as of the day on which said dissolution occurred.
(ii) They made an offer for entrustment of guarantee of obligations pertaining to said insurance relationships prior to the date on which five years have elapsed from the date of the discontinuation of business or the date of dissolution prescribed in (a) and (b) of the preceding item.
(4) The limit on the total of the insurance values of the insurance relationships of unsecured insurance that are designated by Cabinet Order relating to an individual that has received a start-up-related guarantee shall be specified by Cabinet Order.
(5) The amount of insurance premiums relating to the insurance relationships of unsecured insurance that pertain to start-up-related guarantees shall be an amount obtained by multiplying the insurance amount by a ratio specified by Cabinet Order within two percent per annum, notwithstanding the provisions of Article 4 of the Small and Medium-Sized Enterprise Credit Insurance Act.
Article 34 (1) Obligations of small and medium-sized enterprise operators based on a specified letter of credit issuance contract shall be deemed to be obligations on a loan prescribed in Article 3, paragraph (1) of the Small and Medium-Sized Enterprise Credit Insurance Act, and the provisions of Article 3 and Articles 4 to 8 of the same Act shall apply to them. In such cases, with respect to the application of the provisions of Article 3, paragraph (1) of the same Act pertaining to the insurance relationships of ordinary insurance prescribed in the same paragraph (hereinafter referred to as "ordinary insurance") that pertain to small and medium-sized enterprise operators that have received a specified letter of credit-related guarantee (meaning a guarantee of obligations based on a specified letter of credit issuance contract; the same shall apply hereinafter), in the same paragraph, the phrase "the total insurance value" shall be deemed to be replaced with "the total insurance value for the insurance relationships pertaining to the specified letter of credit-related guarantee prescribed in Article 34, paragraph (1) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities and the total insurance value for other insurance relationships, respectively"; the phrase "borrowings" shall be deemed to be replaced with "the total amount that is guaranteed from among the amounts of obligations based on a specified letter of credit issuance contract (meaning the specified letter of credit issuance contract set forth in Article 2, paragraph (14) of the same Act) (such amounts of obligations shall be limited to amounts equivalent to the amount of borrowings that a foreign affiliated juridical person (meaning the foreign affiliated juridical person set forth in Article 2, paragraph (3) of the same Act) of said small and medium-sized enterprise operator has made from a foreign bank, etc. (meaning the foreign bank, etc. set forth in Article 4, paragraph (3) of the Banking Act (Act No. 59 of 1981))), and borrowings"; and the phrase "total amount" shall be deemed to be replaced with "total amount and each respective."
(2) With respect to the application of the provisions of the Small and Medium-Sized Enterprise Credit Insurance Act listed in the left-hand column of the following table pertaining to the insurance relationships of ordinary insurance that pertain to specified letter of credit-related guarantees, the phrases listed in the middle column of the same table that are used in those provisions shall be deemed to be replaced with the phrases listed in the right-hand column of the same table.
|Table for Article 34|||
|Article 3, paragraph (2)|70 percent|80 percent|
|Article 3, paragraph (3)|amount of borrowings|amount of obligations (limited to an amount equivalent to the amount of borrowings from a foreign bank, etc. (meaning the foreign bank, etc. set forth in Article 4, paragraph (3) of the Banking Act (Act No. 59 of 1981); the same shall apply hereinafter) of a foreign affiliated juridical person (meaning the foreign affiliated juridical person set forth in Article 2, paragraph (3) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities; the same shall apply hereinafter) of a small and medium-sized enterprise operator) based on a specified letter of credit issuance contract (meaning the specified letter of credit issuance contract set forth in Article 2, paragraph (14) of the same Act; the same shall apply hereafter)|
||guaranteed amount|guaranteed amount (in cases where it is a special guarantee, the maximum amount)|
||performance of borrowings (in the case of discounting of bills, payment of bills)|performance of obligations based on the specified letter of credit issuance contract|
|Article 3, paragraph (4)|Borrowings (in the case of discounting of bills, funds receiving financing through discounting of bills)...by a small and medium-sized enterprise operator.|Borrowings from a foreign bank, etc. of a foreign affiliated juridical person of a small and medium-sized enterprise operator prescribed in the preceding paragraph, in cases in which ...by said small and medium-sized enterprise operator.|
|Article 5|performance (in the case of discounting of bills, payment; the same shall apply hereinafter)|performance|
||borrowings (in the case of discounting of bills, bill obligations; the same shall apply hereinafter)|obligations based on a specified letter of credit issuance contract|
||70 percent (or 80 percent, for unsecured insurance, special petty insurance, current assets insurance, pollution prevention insurance, energy conservation insurance, overseas investment-related insurance, new business development insurance, business revitalization insurance, and specific corporate bond insurance, 80 percent)|80 percent|
|Article 5, item (I) and item (iii), and Article 8, item (I) and item (iii)|borrowings or obligations pertaining to bonds|obligations based on a specified letter of credit issuance contract|
Article 35 (1) With respect to the application of the provisions of the Small and Medium-Sized Enterprise Credit Insurance Act listed in the left-hand column of the following table pertaining to the insurance relationships of ordinary insurance, unsecured insurance, or special petty insurance prescribed in Article 3-3, paragraph (1) of the same Act (hereinafter referred to as "special petty insurance") that pertain to small and medium-sized enterprise operators who have received a small and medium-sized enterprise management resource utilization-related guarantee (meaning a guarantee of obligations prescribed in Article 3, paragraph (1), Article 3-2, paragraph (1) or Article 3-3, paragraph (1) of the same Act that pertain to funds necessary for small and medium-sized enterprise management resource utilization to be implemented in accordance with an approved small and medium-sized enterprise management resource utilization plan; the same shall apply hereinafter), the phrases listed in the middle column of the same table that are used in those provisions shall be deemed to be replaced with the phrases listed in the right-hand column of the same table.
|Table for Article 35, paragraph (1)|
|Article 3, paragraph (1)|
|Article 3-2, paragraph (1) and Article 3-3, paragraph (1)|
|Article 3-2, paragraph (3)|
||
|Article 3-3, paragraph (2)|
||
(2) With respect to the application of the provisions of Article 3-8, paragraph (1) and paragraph (2) of the Small and Medium-Sized Enterprise Credit Insurance Act pertaining to the insurance relationships of new business development insurance prescribed in Article 3-8, paragraph (1) of the same Act that pertain to small and medium-sized enterprise operators who have received a small and medium-sized enterprise management resource utilization-related guarantee, in paragraph (1) of the same Article, the phrase "200,000,000 yen" shall be deemed to be replaced with "300,000,000 yen (or 200,000,000 yen, with respect to insurance relationships that pertain to guarantees of obligations pertaining to funds other than those necessary for small and medium-sized enterprise management resource utilization to be implemented in accordance with an approved small and medium-sized enterprise management resource utilization plan prescribed in Article 32, paragraph (2) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities (hereinafter referred to as "small and medium-sized enterprise management resource utilization funds" in this Article))"; and the phrase "400,000,000 yen" shall be deemed to be replaced with "600,000,000 yen (or 400,000,000 yen, with respect to insurance relationships that pertain to guarantees of obligations pertaining to funds other than small and medium-sized enterprise management resource utilization funds)"; and the phrase "200,000,000 yen" in paragraph (2) of the same Article shall be deemed to be replaced with "300,000,000 yen (or 200,000,000 yen, with respect to insurance relationships that pertain to guarantees of obligations pertaining to funds other than small and medium-sized enterprise management resource utilization funds)."
(3) With respect to the application of the provisions of Article 3, paragraph (2) and Article 5 of the Small and Medium-Sized Enterprise Credit Insurance Act pertaining to the insurance relationships of ordinary insurance that pertain to small and medium-sized enterprise management resource utilization-related guarantees, the phrase "70 percent" in Article 3, paragraph (2) of the same Act and the phrase "70 percent (or 80 percent, for unsecured insurance, special petty insurance, current assets insurance, pollution prevention insurance, energy conservation insurance, overseas investment-related insurance, new business development insurance, business revitalization insurance, and specific corporate bond insurance)" in Article 5 of the same Act shall be deemed to be replaced with "80 percent."
(4) The amount of insurance premiums relating to the insurance relationships of ordinary insurance, unsecured insurance, or special petty insurance that pertain to small and medium-sized enterprise management resource utilization-related guarantees shall be the amount obtained by multiplying the insurance amount by a ratio specified by Cabinet Order within two percent per annum, notwithstanding the provisions of Article 4 of the Small and Medium-Sized Enterprise Credit Insurance Act.
(Special Provisions of the Act on Equipment Installation Support for Small Enterprises)
Article 36 With respect to loans pertaining to equipment fund lending businesses prescribed in Article 2, paragraph (5) of the Act on Equipment Installation Support for Small Enterprises (Act No. 115 of 1956) undertaken by a lending institution prescribed in paragraph (4) of the same Article (hereinafter referred to as a "lending institution" in this Article) by receiving loans pertaining to a business lending equipment installation funds to small enterprises prescribed in Article 3, paragraph (1) of the same Act (hereinafter such lending businesses shall be referred to as "equipment fund lending businesses") that pertain to equipment installed or program licenses (meaning the program license prescribed in Article 2, paragraph (7) of the same Act) acquired by a small enterprise prescribed in paragraph (1) of the same Article, in accordance with an approved small and medium-sized enterprise management resource utilization plan, the amount of loans pertaining to equipment fund lending businesses that can be loaned to each borrower shall be an amount within an amount equivalent to two thirds of the amount that a lending institution considers necessary for each equipment or program license, notwithstanding the provisions of Article 4, paragraph (2) of the same Act.
(Special Provisions of the Small and Medium Business Investment & Consultation Corporation Act)
Article 37 (1) Small and Medium Business Investment & Consultation Corporations may undertake the businesses listed below, in addition to the business listed in each item of Article 5, paragraph (1) of the Small and Medium Business Investment & Consultation Corporation Act.
(i) Subscription for shares issued by a founder (for a founder prescribed in Article 2, paragraph (16), item (ii) and item (iv), limited to a small and medium-sized enterprise operator) at the time of the establishment of a stock company with an amount of stated capital exceeding 300,000,000 yen, or shares issued by a small and medium-sized enterprise operator at the time of the establishment of a stock company with an amount of stated capital exceeding 300,000,000 yen for the purposes of implementing small and medium-sized enterprise management resource utilization in accordance with an approved small and medium-sized enterprise management resource utilization plan, and the holding of shares pertaining to said subscription.
(ii) Subscription for shares, share options (excluding those appended to bonds with share options), or bonds with share options, etc. issued by a stock company with an amount of stated capital exceeding 300,000,000 yen from among small and medium-sized enterprise operators that are founders for the purposes of procuring necessary funds, or by a stock company with an amount of stated capital exceeding 300,000,000 yen from among small and medium-sized enterprise operators for the purposes of procuring funds necessary for the implementation of small and medium-sized enterprise management resource utilization in accordance with an approved small and medium-sized enterprise management resource utilization plan, and the holding of shares, share options (including shares issued or transferred through their exercise) and bonds with share options, etc. (including shares issued or transferred through the exercise of share options appended to bonds with share options, etc.) pertaining to said subscription.
(2) The subscription for shares and holding of shares pertaining to said subscription, pursuant to the provisions of item (i) of the preceding paragraph; and the subscription for shares, share options (excluding those appended to bonds with share options), or bonds with share options, etc. and holding of shares, share options (including shares issued or transferred through their exercise) and bonds with share options, etc. (including shares issued or transferred through the exercise of share options appended to bonds with share options, etc.) pertaining to said subscription, pursuant to the provisions of item (ii) of the preceding paragraph, shall be deemed to be the businesses set forth in Article 5, paragraph (1), item (i) and item (ii) of the Small and Medium Business Investment & Consultation Corporation Act, respectively, with respect to the application of the provisions of the same Act.
(Cases in which a Person is Deemed to be a Small and Medium-Sized Enterprise Operator Implementing Small and Medium-Sized Enterprise Management Resource Utilization in Accordance with an Approved Small and Medium-Sized Enterprise Management Resource Utilization Plan)
Article 38 With respect to the persons listed in the left-hand column of the following table, the provisions listed in the right-hand column of the same table shall apply to each of them, by deeming him/her to be a small and medium-sized enterprise operator implementing small and medium-sized enterprise management resource utilization in accordance with an approved small and medium-sized enterprise management resource utilization plan.
|Table for Article 38||
|A small and medium-sized enterprise operator listed in each item of paragraph (1) of Article 2 of the Act for Facilitating New Business Activities of Small and Medium-sized Enterprises (Act No. 18 of 1999) who applies for the delivery of specified subsidies prescribed in paragraph (9) of the same Article by March 31, 2016, and undertakes business activities using the results of said subsidies|Article 35, paragraph (1), paragraph (3) and paragraph (4), and Article 36|
|A small and medium-sized enterprise operator listed in each item of Article 2, paragraph (1) of the Act for Facilitating New Business Activities of Small and Medium-sized Enterprises who prepares a management innovation plan prescribed in Article 9, paragraph (1) of the same Act and submits it to the administrative agency by March 31, 2016, for which he/she receives approval to the effect that the plan is appropriate, and who undertakes business for the purposes of management innovation prescribed in Article 2, paragraph (6) of the same Act in accordance with the approved management innovation plan prescribed in Article 10, paragraph (2) of the same Act|Article 36|
|A small and medium-sized enterprise operator listed in each item of paragraph (1) of Article 2 of the Act on the Organization for Small & Medium Enterprises and Regional Innovation, Japan, Independent Administrative Agency (Act No. 147 of 2002), who applies for the delivery of aid prescribed in Article 15, paragraph (1), item (vi) of the same Act by March 31, 2016, and undertakes innovations in management prescribed in Article 2, paragraph (2) of the same Act pertaining to said aid|Article 35, paragraphs (1) to paragraph (4), Article 36, and Article 37|
(Consideration for Increasing Opportunities for Receipt of Orders under State Contracts for Small and Medium-Sized Enterprise Operators Having Succeeded in Exploitation of New Businesses)
Article 39 The State, etc. prescribed in Article 2, paragraph (2) of the Act on Ensuring the Receipt of Orders from the Government and Other Public Agencies by Small and Medium-Sized Enterprises (Act No. 97 of 1966) shall give consideration to increasing opportunities for receipt of orders for persons having succeeded in exploitation of new businesses that are small and medium-sized enterprise operators listed in each item of Article 2, paragraph (1) of the same Act, in concluding the State contracts, etc. prescribed in Article 3 of the same Act, while paying due attention to the proper use of budgets, for the purposes of promptly realizing the revitalization of industry and innovation in industrial activities in Japan.
Section 2 Facilitation of Small and Medium-Sized Enterprise Succeeding Business Revitalization
(Approval of Small and Medium-Sized Enterprise Succeeding Business Revitalization Plans)
Article 39-2 (1) A specified small and medium-sized enterprise operator and a succeeding business operator (including those intending to establish a juridical person that will become a succeeding business operator) may jointly (in cases in which a specified small and medium-sized enterprise operator intends to establish a juridical person that will become a succeeding business operator, the specified small and medium-sized enterprise operator may act independently) prepare a plan concerning small and medium-sized enterprise succeeding business revitalization they intend to implement (hereinafter referred to as a "small and medium-sized enterprise succeeding business revitalization plan") and, in accordance with what is specified by Ordinance of the competent ministry, submit it to the competent minister by March 31, 2016, and receive his/her approval.
(2) A small and medium-sized enterprise succeeding business revitalization plan shall state the matters listed below.
(i) The objective of the small and medium-sized enterprise succeeding business revitalization.
(ii) Matters concerning the status of the business operations and financial conditions of the specified small and medium-sized enterprise operator.
(iii) Matters concerning the succeeding business operator.
(iv) An index indicating the extent to which business will be strengthened through the small and medium-sized enterprise succeeding business revitalization.
(v) The substance and implementation period of the small and medium-sized enterprise succeeding business revitalization.
(vi) The amount of funds necessary to implement the small and medium-sized enterprise succeeding business revitalization and the method of their procurement.
(vii) Matters concerning the labor associated with the small and medium-sized enterprise succeeding business revitalization.
(3) A small and medium-sized enterprise succeeding business revitalization plan may state a status of a specified small and medium-sized enterprise operator based on a specified permission (meaning a permission, etc. set forth in Article 2, item (iii) of the Administrative Procedure Act that is specified by Cabinet Order as being the permission, etc. if a status based thereon is held by a specified small and medium-sized enterprise operator, and said status is succeeded to by a succeeding business operator, it would be especially conducive to the facilitation of the small and medium-sized enterprise succeeding business revitalization; the same shall apply hereinafter from this Article to Article 39-4), that a succeeding business operator intends to succeed to for the purposes of said small and medium-sized enterprise succeeding business revitalization.
(4) The competent minister shall, in cases in which an application for the approval set forth in paragraph (1) has been filed, when he/she considers that the small and medium-sized enterprise succeeding business revitalization plan conforms to all of the following items, give his/her approval.
(i) Said small and medium-sized enterprise succeeding business revitalization plan is appropriate in light of the basic guidelines.
(ii) The small and medium-sized enterprise succeeding business revitalization pertaining to said small and medium-sized enterprise succeeding business revitalization plan can be predicted to be implemented smoothly and reliably.
(iii) The management resources of the specified small and medium-sized enterprise operator pertaining to the business succeeded to by the succeeding business operator will not be significantly lost or damaged through the small and medium-sized enterprise succeeding business revitalization pertaining to said small and medium-sized enterprise succeeding business revitalization plan.
(iv) Said small and medium-sized enterprise succeeding business revitalization plan will not cause unjust damage to the status of employees.
(v) There is no risk that said small and medium-sized enterprise succeeding business revitalization plan will cause unjust damage to the interests of business operators that are counterparties to transactions with the specified small and medium-sized enterprise operator.
(5) In cases in which a small and medium-sized enterprise succeeding business revitalization plan states a status of a specified small and medium-sized enterprise operator, based on a specified permission set forth in paragraph (3), when the competent minister intends to give the approval set forth in the preceding paragraph, he/she shall consult with and obtain the consent of the administrative agency which gave said specified permission.
(6) Administrative agencies may request that the competent minister and the person filing the application for approval set forth in paragraph (1) submit information necessary for consent.
(7) Administrative agencies shall determine whether they are to give consent, taking into consideration the purpose of the provisions on which said specified permission is to be based.
(8) In addition to what is specified in the preceding three paragraphs, necessary matters concerning consent shall be specified by Cabinet Order.
(Changes to Small and Medium-Sized Enterprise Succeeding Business Revitalization Plans)
Article 39-3 (1) Those receiving the approval set forth in paragraph (1) of the preceding Article (including juridical persons that are to become succeeding business operators established by the person receiving said approval in accordance with the small and medium-sized enterprise succeeding business revitalization plan pertaining to said approval; hereinafter such persons shall be referred to as "approved small and medium-sized enterprise succeeding business revitalization business operators") shall, when intending to make changes to the small and medium-sized enterprise succeeding business revitalization plan pertaining to said approval, receive approval of the competent minister, in accordance with what is specified by Ordinance of the competent ministry; provided, however, that this shall not apply with respect to minor changes specified by Ordinance of the competent ministry.
(2) When an approved small and medium-sized enterprise succeeding business revitalization business operator has made minor changes specified by Ordinance of the competent ministry set forth in the proviso to the preceding paragraph, he/she shall notify the competent minister of that fact without delay.
(3) An application for approval for changes pursuant to the provisions of paragraph (1) and a notification of changes pursuant to the provisions of the preceding paragraph shall be made jointly by approved small and medium-sized enterprise succeeding business revitalization business operators (in cases in which said application or notification pertains to a small and medium-sized enterprise succeeding business revitalization plan pertaining to a specified small and medium-sized enterprise operator that has independently received the approval set forth in paragraph (1) of the preceding Article, and such application or notification is made prior to the establishment of a juridical person that is to become the succeeding business operator in accordance with said small and medium-sized enterprise succeeding business revitalization plan, said specified small and medium-sized enterprise operator may act independently); provided, however, that after a succeeding business operator has succeeded to the business in accordance with a small and medium-sized enterprise succeeding business revitalization plan pertaining to the approval set forth in paragraph (1) of the same Article (when an approval has been given for changes pursuant to the provisions of paragraph (1) or a notification of changes has been made pursuant to the provisions of the preceding paragraph, the plan after those changes; hereinafter such plan shall be referred to as an "approved small and medium-sized enterprise succeeding business revitalization plan"), said succeeding business operator may act independently.
(4) In cases in which an application for approval for changes pursuant to the provisions of paragraph (1) has been filed before a succeeding business operator succeeds to a business in accordance with an approved small and medium-sized enterprise succeeding business revitalization plan, and those changes fall under any of the following items, when the competent minister intends to give the approval set forth in the same paragraph, he/she shall consult with and obtain the consent of the administrative agency specified in said item.
(i) Changes to a small and medium-sized enterprise succeeding business revitalization plan pertaining to the approval set forth in paragraph (4) of the preceding Article given by the competent minister by obtaining the consent of the administrative agency pursuant to the provisions of paragraph (5) of the same Article: Said administrative agency (in cases in which said changes are intended to delete the records for all or part of a status of a specified small and medium-sized enterprise operator based on a specified permission, this shall exclude the administrative agency that gave the specified permission pertaining to said deletion).
(ii) Changes intended to newly record a status of a specified small and medium-sized enterprise operator based on a specified permission: The administrative agency that gave said specified permission.
(5) When the competent minister considers that approved small and medium-sized enterprise succeeding business revitalization business operators are not taking measures for the purposes of small and medium-sized enterprise succeeding business revitalization in accordance with said approved small and medium-sized enterprise succeeding business revitalization plan, he/she may rescind his/her approval.
(6) When the competent minister considers that an approved small and medium-sized enterprise succeeding business revitalization plan no longer conforms to any of the items of paragraph (4) of the preceding Article, he/she may direct approved small and medium-sized enterprise succeeding business revitalization business operators to make changes to said approved small and medium-sized enterprise succeeding business revitalization plan or rescind his/her approval of it. .
(7) The provisions of paragraph (4) of the preceding Article shall apply mutatis mutandis to the approval set forth in paragraph (1), and the provisions of paragraphs (6) to (8) of the same Article shall apply mutatis mutandis to the consent set forth in paragraph (4).
(Succession of Status Based on Specified Permissions, etc.)
Article 39-4 (1) In cases in which an approved small and medium-sized enterprise succeeding business revitalization plan states a status of a specified small and medium-sized enterprise operator, based on a specified permission set forth in Article 39-2, paragraph (3), when a succeeding business operator has succeeded to a business in accordance with said approved small and medium-sized enterprise succeeding business revitalization plan, said succeeding business operator shall succeed to said status of a specified small and medium-sized enterprise operator based on said specified permission, irrespective of the provisions of laws and regulations on which said specified permission is to be based.
(2) When a succeeding business operator has succeeded to a business in accordance with said approved small and medium-sized enterprise succeeding business revitalization plan, approved small and medium-sized enterprise succeeding business revitalization business operators shall report that fact to the competent minister, attaching documents evidencing it, without delay.
(3) In cases in which a succeeding business operator has succeeded to a status of a specified small and medium-sized enterprise operator based on a specified permission, pursuant to the provisions of paragraph (1), when the competent minister has received a report pursuant to the provisions of the preceding paragraph, he/she shall notify the administrative agency pertaining to said specified permission of matters that pertain to said report, in accordance with what is specified by Ordinance of the competent ministry.
(4) In addition to what is specified in this Act, necessary matters concerning the succession of a status based on a specified permission shall be specified by Cabinet Order.
(Special Provisions of the Small and Medium-Sized Enterprise Credit Insurance Act)
Article 39-5 With respect to the application of the provisions of the Small and Medium-Sized Enterprise Credit Insurance Act listed in the left-hand column of the following table pertaining to the insurance relationships of ordinary insurance, unsecured insurance, or special petty insurance that pertain to small and medium-sized enterprise operators (limited to succeeding business operators (excluding juridical persons established in accordance with an approved small and medium-sized enterprise succeeding business revitalization plan)) who have received a small and medium-sized enterprise succeeding business revitalization-related guarantee (meaning a guarantee of obligations prescribed in Article 3, paragraph (1), Article 3-2, paragraph (1) or Article 3-3, paragraph (1) of the same Act that pertain to funds necessary for small and medium-sized enterprise succeeding business revitalization to be implemented in accordance with an approved small and medium-sized enterprise succeeding business revitalization plan), the phrases listed in the middle column of the same table that are used in those provisions shall be deemed to be replaced with the phrases listed in the right-hand column of the same table.
|Table for Article 39-5||||
|Article 3, paragraph (1)|the total insurance value is|the total insurance value of the insurance relationships pertaining to the small and medium-sized enterprise succeeding business revitalization-related guarantee prescribed in Article 39-5 of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities (hereinafter referred to as a "small and medium-sized enterprise succeeding business revitalization-related guarantee"), and the total insurance value for other insurance relationships are, respectively,||
|Article 3-2, paragraph (1), and Article 3-3, paragraph (1)|the total insurance value is|the total insurance value of the insurance relationship pertaining to the small and medium-sized enterprise succeeding business revitalization-related guarantee and the total insurance value for other insurance relationships are, respectively,||
|Article 3-2, paragraph (3)|among said borrowings|among said borrowings for small and medium-sized enterprise succeeding business revitalization-related guarantee and other guarantees, respectively,||
||said obligee|said obligees for the small and medium-sized enterprise succeeding business revitalization-related guarantee and other guarantees, respectively,||
|Article 3-3, paragraph (2)|said borrowings guaranteed|Said borrowings guaranteed for the small and medium-sized enterprise succeeding business revitalization-related guarantee and other guarantees, respectively,||
||said obligee|said obligee for the small and medium-sized enterprise succeeding business revitalization-related guarantee and other guarantees, respectively,||
(Special Provisions of the Small and Medium Business Investment & Consultation Corporation Act)
Article 39-6 (1) Small and Medium Business Investment & Consultation Corporations may undertake the businesses listed below, in addition to the business listed in each item of Article 5, paragraph (1) of the Small and Medium Business Investment & Consultation Corporation Act.
(i) Subscription for shares issued by a small and medium-sized enterprise operator at the time of the establishment of a stock company with an amount of stated capital exceeding 300,000,000 yen for the purposes of small and medium-sized enterprise succeeding business revitalization in accordance with an approved small and medium-sized enterprise succeeding business revitalization plan, and the holding of shares pertaining to said subscription.
(ii) Subscription for shares, share options (excluding those appended to bonds with share options) or bonds with share options, etc. issued by a stock company (limited to succeeding business operators) with an amount of state capital exceeding 300,000,000 yen from among small and medium-sized enterprise operators for the purposes of procuring funds necessary for the implementation of small and medium-sized enterprise succeeding business revitalization in accordance with an approved small and medium-sized enterprise succeeding business revitalization plan, and the holding of shares, share options (including shares issued or transferred through their exercise), or bonds with share options, etc. (including shares issued or transferred through the exercise of share options appended to bonds with share options, etc.) pertaining to said subscription.
(2) The subscription for shares and holding of shares pertaining to said subscription, pursuant to the provisions of item (i) of the preceding paragraph; and the subscription for shares, share options (excluding those appended to bonds with share options), or bonds with share options, etc. and holding of shares, share options (including shares issued or transferred through their exercise) and bonds with share options, etc. (including shares issued or transferred through the exercise of share options appended to bonds with share options, etc.) pertaining to said subscription, pursuant to the provisions of item (ii) of the preceding paragraph, shall be deemed to be the businesses set forth in Article 5, paragraph (1), item (i) and item (ii) of the Small and Medium Business Investment & Consultation Corporation Act, respectively, with respect to the application of the provisions of the same Act.
Section 3 Development of a Support System for Small and Medium-Sized Enterprise Revitalization
(Small and Medium-Sized Enterprise Revitalization Support Guidelines)
Article 40 (1) The Minister of Economy, Trade and Industry shall comprehensively and effectively support small and medium-sized enterprises intending to improve their productivity through implementing business reconstruction, management resource reutilization, management resource integration, resource productivity innovation, and small and medium-sized enterprise management resource utilization, and undertaking other business activities, provide appropriate support for the revitalization of small and medium-sized enterprise businesses through small and medium-sized enterprise succeeding business revitalization and other efforts, and provide basic guidelines concerning support measures to be taken by the State, local governments, the Organization for Small and Medium Enterprises and Regional Innovation and the approved support institutions prescribed in paragraph (2) of the following Article, for the purposes of contributing to the revitalization of small and medium-sized enterprises (hereinafter referred to as "small and medium-sized enterprise revitalization support guidelines").
(2) Small and medium-sized enterprise revitalization support guidelines shall provide for the matters listed below.
(i) Basic matters concerning support for the revitalization of small and medium-sized enterprises.
(ii) Matters concerning the substance of support for the revitalization of small and medium-sized enterprises.
(iii) Matters concerning the support system for the revitalization of small and medium-sized enterprises.
(iv) Other matters to be taken into consideration concerning support for the revitalization of small and medium-sized enterprises.
(3) The Minister of Economy, Trade and Industry shall make changes to the small and medium-sized enterprise revitalization support guidelines, when a necessity has arisen due to changes in economic circumstances.
(4) When the Minister of Economy, Trade and Industry intends to provide small and medium-sized enterprise revitalization support guidelines or make changes to them, consult with the ministers having jurisdiction over the businesses of small and medium-sized enterprise operators, and hear the opinion of the Small and Medium-Sized Enterprise Policy Making Council.
(5) When the Minister of Economy, Trade and Industry has provided small and medium-sized enterprise revitalization support guidelines or has made changes to them, he/she shall make public that fact without delay.
(Approved Support Institutions)
Article 41 (1) Based on the small and medium-sized enterprise revitalization support guidelines and in accordance with what is specified by Ordinance of the Ministry of Economy, Trade and Industry, the Minister of Economy, Trade and Industry may approve a society of commerce and industry, a prefectural federation of societies of commerce, a chamber of commerce, or a designated juridical person prescribed in Article 7, paragraph (1) of the Small and Medium-Sized Enterprise Support Act (Act No. 147 of 1963) that is considered to be able to undertake the business operations prescribed in the following paragraph (hereinafter referred to as "small and medium-sized enterprise revitalization support operations") in all or part of the area of a prefecture, properly and reliably, as a person undertaking small and medium-sized enterprise revitalization support operations pursuant to their application.
(2) Those receiving the approval set forth in the preceding paragraph (hereinafter referred to as "approved support institutions") shall undertake the following business operations in the area set forth in paragraph (4), item (iv), (c) pertaining to said approval, in addition to what is specified by other laws and regulations.
(i) Provision of necessary guidance or advice upon request from a small and medium-sized enterprise operator undertaking or intending to undertake any of the following listed below.
(a) Business reconstruction, management resource reutilization, management resource integration, resource productivity innovation, or small and medium-sized enterprise management resource utilization.
(b) Revitalization of a business through a small and medium-sized enterprise succeeding business revitalization or other efforts.
(ii) Mediation concerning a merger, transfer or acceptance of business, or equivalents thereto pertaining to what is listed in (a) of the preceding item.
(iii) Provision of training concerning what is listed in (a) or (b) of item (i) to small and medium-sized enterprise operators and persons undertaking businesses supporting improvements to their management, together with their employees.
(iv) Collection, investigation and research of necessary information related to the business operations listed in the preceding three items, together with the dissemination of the results.
(v) Implementation of investigations necessary for undertaking the business operations prescribed in Article 47, based on an entrustment from the Organization for Small and Medium Enterprises and Regional Innovation.
(3) Approved support institutions may undertake private dispute resolution procedures (meaning the procedures prescribed in Article 2, item (i) of the Act on Promotion of Use of Alternative Dispute Resolution) regarding disputes pertaining to business revitalization, by receiving the certification set forth in Article 5 of the same Act and the approval set forth in Article 48, paragraph (1), in addition to business operations specified by other laws and regulations and the business operations listed in each of the preceding items.
(4) Those intending to receive the approval set forth in paragraph (1) shall submit a written application for approval stating the matters listed below to the Minister of Economy, Trade and Industry, in accordance with what is specified by Ordinance of the Ministry of Economy, Trade and Industry.
(i) Their name and address.
(ii) The location of their office.
(iii) Candidates for board members who are to be appointed as the board members of the small and medium-sized enterprise revitalization support council prescribed in paragraph (1) of the following Article.
(iv) The matters listed below concerning the small and medium-sized enterprise revitalization support operations.
(a) The substance of the small and medium-sized enterprise revitalization support operations.
(b) The implementation framework for the small and medium-sized enterprise revitalization support operations.
(c) The area to undertake the small and medium-sized enterprise revitalization support operations.
(d) In addition to what is listed in (a) to (c), the matters specified by Ordinance of the Ministry of Economy, Trade and Industry.
(5) When there have been any changes to the matters listed in item (i) and item (ii) of the preceding paragraph, approved support institutions shall notify the Minister of Economy, Trade and Industry of that fact without delay, and when they intend to make changes (excluding minor changes specified by Ordinance of the Ministry of Economy, Trade and Industry) to the matters listed in item (iv) of the same paragraph, they shall notify the Minister of Economy, Trade and Industry of that fact in advance.
(Small and Medium-Sized Enterprise Revitalization Support Councils)
Article 42 (1) A small and medium-sized enterprise revitalization support council shall be established in an approved support institution.
(2) A small and medium-sized enterprise revitalization support council shall be composed of the head of the approved support institution and the board members he/she appoints.
(3) Board members of a small and medium-sized enterprise revitalization support council shall be appointed from among persons having practical experience or relevant knowledge and experience pertaining to small and medium-sized enterprise revitalization support operations.
(4) When the head of an approved support institution has appointed board members to a small and medium-sized enterprise revitalization support council, he/she shall notify the Minister of Economy, Trade and Industry of that fact, in accordance with what is specified by Ordinance of the Minister of Economy, Trade and Industry. This shall also apply when changes have arisen in the membership of the small and medium-sized enterprise revitalization support council.
(5) A small and medium-sized enterprise revitalization support council shall deliberate and decide on the actual substance, necessary matters concerning the securing of the implementation framework, and other matters regarding the execution of small and medium-sized enterprise revitalization support operations undertaken by the approved support institution, and shall provide specialist advice to the approved support institution.
(6) In addition to what is prescribed in each of the preceding paragraphs, necessary matters concerning the organization and operation of small and medium-sized enterprise revitalization support councils shall be specified by Cabinet Order.
(Confidentiality Obligation)
Article 43 (1) Officers or employees of approved support institutions or board members of small and medium-sized enterprise revitalization support councils, or persons that were employed as such, shall not divulge any confidential information that has come to their knowledge regarding small and medium-sized enterprise revitalization support operations.
(2) The provisions of the preceding paragraph shall not apply to information listed below.
(i) In cases in which an approved support institution needs to receive advice of the Organization for Small and Medium Enterprises and Regional Innovation for the purposes of smoothly undertaking the business operations listed in Article 41, paragraph (2), item (i) (limited to those pertaining to what is listed in (b) of the same item) and the business operations listed in item (ii) of the same paragraph (hereinafter such business operations shall be simply referred to as "business operations" in this item), information concerning said business operations that is provided by officers or employees of the approved support institution or board members of the small and medium-sized enterprise revitalization support council to the Organization for Small and Medium Enterprises and Regional Innovation.
(ii) In cases in which an approved support institution needs to receive information from another approved support institution for the purposes of smoothly undertaking the business operations listed in Article 41, paragraph (2), item (ii) (hereinafter simply referred to as "business operations" in this item), information concerning said business operations that is provided by officers or employees of said approved support institution or board members of the small and medium-sized enterprise revitalization support council to officers or employees of said other approved support institution or board members of the small and medium-sized enterprise revitalization support council.
(Order for Improvement)
Article 44 When the Minister of Economy, Trade and Industry considers that improvements are necessary with respect to small and medium-sized enterprise revitalization support operations being undertaken by an approved support institution, he/she may order said approved support institution to take measures necessary for those improvements.
(Rescission of Approval)
Article 45 When an approved support institution has violated an order pursuant to the provisions of the preceding Article, the Minister of Economy, Trade and Industry may rescind his/her approval.
(Special Provisions of the Small and Medium-Sized Enterprise Credit Insurance Act)
Article 46 With respect to approved support institutions that have received a guarantee of obligations prescribed in Article 3, paragraph (1) or Article 3-2, paragraph (1) of the Small and Medium-Sized Enterprise Credit Insurance Act pertaining to funds necessary for undertaking a specified small and medium-sized enterprise revitalization support business (meaning a business pertaining to small and medium-sized enterprise revitalization support operations that have been decided on by a small and medium-sized enterprise revitalization support council), said approved support institution shall be deemed to be the small and medium-sized enterprise operator set forth in Article 2, paragraph (1) of the same Act, and the provisions of Article 3, Article 3-2, and Articles 4 to 8 of the same Act shall apply to them. In such cases, with respect to the application of the provisions of Article 3, paragraph (1) and Article 3-2, paragraph (1) of the same Act, the phrase "borrowing" in those provisions shall be deemed to be replaced with "borrowing of funds necessary for undertaking a specified small and medium-sized enterprise revitalization support business prescribed in Article 46 of the Act on Special Measures Concerning Revitalization of Business and Innovation in Industrial Activities."
(Revitalization Support Contributions Undertaken by the Organization for Small and Medium Enterprises and Regional Innovation)
Article 47 The Organization for Small and Medium Enterprises and Regional Innovation shall undertake contributions, providing limited partnerships for investment (limited to those specified by Cabinet Order as those providing capital to business operators that implement business reconstruction, management resource reutilization, resource productivity innovation and small and medium-sized enterprise succeeding business revitalization; such partnerships shall be referred to as "specified limited partnerships for investment" in Article 72, paragraph (2)) that undertake investments in small and medium-sized enterprises with necessary funds for said investments, for the purposes of supporting the revitalization of small and medium-sized enterprises.
Chapter IV Facilitation of Business Revitalization
(Approval of Certified Dispute Resolution Business Operators)
Article 48 (1) Certified dispute resolution business operators that have specified the scope of disputes set forth in Article 6, item (i) of the Act on Promotion of Use of Alternative Dispute Resolution, while including disputes pertaining to business revitalization, may receive the approval of the Minister of Economy, Trade and Industry with respect to the fact that they are in conformity with all of the following items, in accordance with what is specified by Ordinance of the Ministry of Economy, Trade and Industry.
(i) They can appoint a person falling under the requirements for a person considered to have specialist knowledge and practical experience pertaining to business revitalization as specified by Ordinance of the Ministry of Economy, Trade and Industry, as a dispute resolution provider (meaning the dispute resolution provider set forth in Article 2, item (ii) of the Act on Promotion of Use of Alternative Dispute Resolution).
(ii) The implementation methods for the certified dispute resolution procedures with respect to disputes pertaining to business revitalization are in conformity with the standards specified by Ordinance of the Ministry of Economy, Trade and Industry.
(2) When the Minister of Economy, Trade and Industry considers that the certified dispute resolution business operator pertaining to the application for approval set forth in the preceding paragraph conforms to all of the items of the preceding paragraph, he/she shall give the approval set forth in the same paragraph.
(3) When the Minister of Economy, Trade and Industry considers that a certified dispute resolution business operator who has received the approval set forth in paragraph (1) no longer conforms to any of the items of the same paragraph, or considers that checks pertaining to the borrowing of funds set forth in Article 52 are not being undertaken appropriately, he/she may rescind his/her approval.
(Special Provisions Concerning Conciliation Institutions)
Article 49 In cases in which a business operator has filed an application for conciliation pertaining to the arrangement of specified debts, etc. (meaning the arrangement of specified debts, etc. prescribed in Article 2, paragraph (2) of the Act on Special Conciliation Proceedings for Expediting Arrangement of Specified Debts, etc. (Act No. 158 of 1999)) (limited to cases in which a request set forth in Article 3, paragraph (2) of the same Act was made at the time of said application for conciliation), when specified dispute resolution procedures had been undertaken with respect to the incident pertaining to said application prior to said application, courts shall rule on whether it is appropriate for the conciliation to be undertaken only by judges pursuant to the provisions of the proviso to Article 5, paragraph (1) of the Civil Conciliation Act (Act No. 222 of 1951), in view of the fact that said specified dispute resolution procedures had been undertaken.
(Operations for Business Revitalization Facilitation Undertaken by the Organization for Small and Medium Enterprises and Regional Innovation)
Article 50 With respect to business revitalization participated in by the persons listed in each of the following items, the Organization for Small and Medium Enterprises and Regional Innovation shall guarantee obligations pertaining to the borrowing of funds that are indispensable for the continuation of the business of a business operator intending to implement business revitalization within the periods specified respectively in each of the same items (when an application for the commencement of bankruptcy proceedings, the commencement of rehabilitation proceedings, the commencement of reorganization proceedings, or the commencement of special liquidation has been filed within said period, the period up to the time when said application was filed; this shall be referred to as the "business revitalization preparation period" in the following Article).
(i) Specified dispute resolution business operators: The period between the commencement of the special dispute resolution procedures up to their termination.
(ii) Approved support institutions: The period between the commencement of the provision of guidance or advice (excluding guidance or advice provided under the specified dispute resolution procedures) with respect to the preparation of a plan for business revitalization pertaining to a small and medium-sized enterprise operator intending to implement business revitalization, up to the moment when it becomes clear that all of the obligees pertaining to said plan have reached an agreement, or will not reach an agreement, with respect to said plan.
(Special Provisions of the Small and Medium-Sized Enterprise Credit Insurance Act)
Article 51 (1) With respect to the application of the provisions of the Small and Medium-Sized Enterprise Credit Insurance Act listed in the left-hand column of the following table pertaining to the insurance relationships of ordinary insurance, unsecured insurance, or special petty insurance that pertain to small and medium-sized enterprise operators who have received a business revitalization facilitation-related guarantee (meaning a guarantee of obligations prescribed in Article 3, paragraph (1), Article 3-2, paragraph (1) or Article 3-3, paragraph (1) of the same Act that pertains to the borrowing of funds (limited to the borrowing of funds within the business revitalization preparation period) necessary to be allocated as expenses for the purposes of purchasing raw materials by a small and medium-sized enterprise operator intending to implement business revitalization or other expenses indispensable for the continuation of its business that are specified by Ordinance of the Ministry of Economy, Trade and Industry; the same shall apply hereinafter), the phrases listed in the middle column of the same table shall be deemed to be replaced with the phrases listed in the right-hand column of the same table.
|Table for Article 51, paragraph (1)|||
|Article 3, paragraph (1)|the total insurance value is|the total insurance value of the insurance relationships pertaining to the business revitalization facilitation-related guarantee prescribed in Article 51, paragraph (1) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities (hereinafter referred to as a "business revitalization facilitation-related guarantee") and the total insurance value for other insurance relationships are, respectively,|
|Article 3-2, paragraph (1), and Article 3-3, paragraph (1)|the total insurance value is|the total insurance value of the insurance relationship pertaining to the business revitalization facilitation-related guarantee and the total insurance value for other insurance relationships are, respectively,|
|Article 3-2, paragraph (3)|among said borrowings|among said borrowings for business revitalization facilitation-related guarantees and other guarantees, respectively,|
||said obligee|Said borrowings guaranteed for the business revitalization facilitation-related guarantee and other guarantees, respectively,|
|Article 3-3, paragraph (2)|said borrowings guaranteed|Said borrowings guaranteed for the business revitalization facilitation-related guarantee and other guarantees, respectively,|
||said obligee|Said borrowings guaranteed for the business revitalization facilitation-related guarantee and other guarantees, respectively,|
(2) With respect to the application of the provisions of Article 3, paragraph (2) and Article 5 of the Small and Medium-Sized Enterprise Credit Insurance Act pertaining to the insurance relationships of ordinary insurance that pertain to business revitalization facilitation-related guarantees, the phrase "70 percent" in Article 3, paragraph (2) of the same Act and the phrase "70 percent (or 80 percent, for unsecured insurance, special petty insurance, current assets insurance, pollution prevention insurance, energy conservation insurance, overseas investment-related insurance, new business development insurance, business revitalization insurance, and specific corporate bond insurance)" in Article 5 of the same Act shall be deemed to be replaced with "80 percent."
(3) The amount of insurance premiums relating to the insurance relationships of ordinary insurance, unsecured insurance, or special petty insurance that pertain to business revitalization facilitation-related guarantees shall be an amount obtained by multiplying the insurance amount by a ratio specified by Cabinet Order within two percent per annum, notwithstanding the provisions of Article 4 of the Small and Medium-Sized Enterprise Credit Insurance Act.
(Checking of Specified Certified Dispute Resolution Business Operators Concerning Borrowing of Funds)
Article 52 A business operator intending to promote business revitalization through specified certified dispute resolution procedures may request that the specified certified dispute resolution business operator undertaking said specified certified dispute resolution procedures check that the borrowing of funds by said business operator during a period from the commencement of said specified certified dispute resolution procedures up to their termination conforms to all of the following items.
(i) It falls under the standards specified by Ordinance of the Ministry of Economy, Trade and Industry as being indispensable for the continuation of the business of said business operator.
(ii) With respect to the preferential treatment of the performance of claims pertaining to said borrowing of funds above the performance of other claims against said business operator that are held, as of the time of said borrowing of funds, by obligees who are parties to the dispute under said specified certified dispute resolution procedures, the consent of all said obligees has been obtained.
(Special Provisions Concerning Rehabilitation Proceedings)
Article 53 In cases in which a ruling has been given on the commencement of rehabilitation proceedings with respect to a business operator that has borrowed funds that were checked pursuant to the provisions of the preceding Article, when a proposed rehabilitation plan (meaning the proposed rehabilitation plan set forth in Article 163, paragraph (1) of the Civil Rehabilitation Act (Act No. 225 of 1999); the same shall apply hereinafter in this Article) that creates a difference in the substance of changes to rights between rehabilitation claims pertaining to the borrowed funds that were checked pursuant to the provisions of the preceding Article and other rehabilitation claims (limited to rehabilitation claims that were held by the obligees set forth in item (ii) of the same Article at the time of giving the consent set forth in the same item) has been submitted or approved, a court (meaning an individual judge or a council of judges dealing with the rehabilitation case) shall rule on whether said proposed rehabilitation plan falls under the cases in which equality will not be compromised even if the difference prescribed in Article 155, paragraph (1) of the same Act is created, in view of the fact that it had been checked that said borrowing of funds conforms to all of the items of the preceding Article.
(Special Provisions Concerning Reorganization Proceedings)
Article 54 In cases in which a ruling has been given on the commencement of reorganization proceedings with respect to a business operator that has borrowed funds that were checked pursuant to the provisions of Article 52, when a proposed reorganization plan that creates a difference in the substance of changes to rights between reorganization claims pertaining to the borrowed funds that were checked pursuant to the provisions of the same Article and other reorganization claims of the same type (limited to reorganization claims that were held by the obligees set forth in item (ii) of the same Article at the time of giving the consent set forth in the same item) has been submitted or approved, a court (meaning an individual judge or a council of judges dealing with the reorganization case) shall rule on whether said proposed reorganization plan falls under the cases in which equality will not be compromised even if the difference prescribed in Article 168, paragraph (1) of the Corporate Reorganization Act (Act No. 154 of 2002) is created, in view of the fact that it had been checked that said borrowing of funds conforms to all of the items of Article 52.
Chapter V Utilization of Intellectual Property Rights in Business Activities
Section 1 Special Provisions Concerning Patent Fees
(Promotion of the Transfer of Research Results Concerning Technology from Universities and Technological Research Juridical Persons to Private Business Operators)
Article 55 (1) For the purposes of contributing to the facilitation of business reconstruction, management resource reutilization, management resource integration, and resource productivity innovation by business operators, and start-ups, as well as exploitation of new business by small and medium-sized enterprise operators, the Minister of Education, Culture, Sports, Science and Technology and the Minister of Economy, Trade and Industry shall endeavor to positively promote policies to facilitate transfer of research results concerning technology at universities, colleges of technology and inter-university research institutes (hereinafter these shall be referred to as "universities" in this paragraph) to private business operators through the transfer of patent rights and rights to obtain patents pertaining to said research results and through other acts. In such cases, due consideration shall always be given to the special characteristics of academic research at universities.
(2) For the purposes of contributing to the facilitation of business reconstruction, management resource reutilization, management resource integration, and resource productivity innovation by business operators, and start-ups, as well as exploitation of new businesses by small and medium-sized enterprise operators, the competent minister, etc. for technological research juridical persons (meaning the technological research juridical persons prescribed in Article 2, paragraph (3) of the Industrial Technology Enhancement Act (Act No. 44 of 2000); the same shall apply hereinafter in this paragraph) (such competent minister, etc. shall mean the competent minister prescribed in Article 68 of the Act on General Rules for Incorporated Administrative Agency (Act No. 103 of 1999) in cases in which the relevant technological research juridical person is an incorporated administrative agency prescribed in Article 2, paragraph (1) of the same Act, and shall refer to the incorporating organization prescribed in Article 6, paragraph (3) of the Local Independent Administrative Agency Act (Act No. 118 of 2003) in cases in which the relevant technological research juridical person is a local independent administrative agency prescribed in Article 2, paragraph (1) of the same Act) shall endeavour to positively promote policies to facilitate transfer of research results concerning technology at technological research juridical persons to private business operators through the transfer of patent rights and rights to obtain patents pertaining to said research results and through other acts.
(Special Provisions Concerning Patent Fees)
Article 56 When a person receiving the approval set forth in Article 4, paragraph (1) of the Act on the Promotion of Technology Transfer from Universities to Private Business Operators (Act No. 52 of 1998) (including a person who has received the approval of changes set forth in Article 5, paragraph (1) of the same Act; such person shall be referred to as an "accredited TLO" in the following Article and Article 4 of the Supplementary Provisions) undertakes the specified university technology transfer operations set forth in Article 2, paragraph (1) of the same Act (referred to as "specified university technology transfer operations" in the following Article and Article 4 of the Supplementary Provisions), the Commissioner of the Patent Office may grant the person a reduction of, exemption from or deferment of the payment of the patent fees for each year from the first to the third year pursuant to the provisions of Article 107, paragraph (1) of the Patent Act, in accordance with what is specified by Cabinet Order.
(Special Provisions Concerning Fees for Request for Examination of Patent Application)
Article 57 When an accredited TLO undertakes specified university technology transfer operations, the Commissioner of the Patent Office may reduce or exempt payment of the fees for requests for examination that are to be paid pursuant to the provisions of Article 195, paragraph (2) of the Patent Act, with respect to the patent application of said Accredited TLO, in accordance with what is specified by Cabinet Order.
Section 2 Registration of Specified Non-Exclusive Licenses
(Special Provisions Concerning Perfection of Non-Exclusive Licenses)
Article 58 (1) In cases in which non-exclusive licenses have been authorized pursuant to a specified non-exclusive license contract, when the non-exclusive licenses pertaining to said authorization have been registered in a specified non-exclusive license registry book, it shall be deemed that the registration set forth in Article 99, paragraph (1) of the Patent Act (including cases where it is applied mutatis mutandis pursuant to Article 19, paragraph (3) of the Utility Model Act) has been made with respect to said non-exclusive licenses.
(2) In cases in which non-exclusive licenses have been authorized pursuant to a specified non-exclusive license contract, when the restrictions on transfer or disposition of all of the non-exclusive licenses pertaining to said authorization have been registered in a specified non-exclusive license registry book, it shall be deemed that the registration set forth in Article 99, paragraph (3) of the Patent Act (including cases where it is applied mutatis mutandis pursuant to Article 19, paragraph (3) of the Utility Model Act) has been made with respect to said non-exclusive licenses.
(3) With respect to said non-exclusive licenses that have been registered pursuant to the provisions of the preceding two paragraphs, the provisions of Article 67-3, paragraph (1), item (ii), Article 84, Article 87, paragraph (1), Article 123, paragraph (4) and Article 125-2, paragraph (1), item (ii) of the Patent Act, and Article 84 and Article 87, paragraph (1) of the Patent Act as applied mutatis mutandis pursuant to Article 21, paragraph (3) of the Utility Model Act, and the provisions of Article 37, paragraph (4) of the Utility Model Act shall not apply.
(Registration of Specified Non-Exclusive Licenses)
Article 59 (1) A specified non-exclusive license registry book shall be kept at the Patent Office.
(2) All or part of a specified non-exclusive license registry book may be stored in the form of magnetic disks (including others that can reliably record certain matters through an equivalent method; the same shall apply hereinafter).
(3) The registration in the specified non-exclusive license registry book prescribed in paragraph (1) and paragraph (2) of the preceding Article (hereinafter referred to as "specified non-exclusive license registration") shall be made by recording the matters listed below in a specified non-exclusive license registry book.
(i) The purpose of the registration.
(ii) The trade name or name, and location of the head office or principal office of the person that has authorized the non-exclusive licenses pursuant to the specified non-exclusive license contract.
(iii) The trade name or name, and location of the head office or principal office of the person that has received the authorization of the non-exclusive licenses pursuant to the specified non-exclusive license contract.
(iv) Necessary matters for the purposes of identifying patent rights, utility model rights, or exclusive licenses that are to be subject to the authorization under the specified non-exclusive license contract, that are specified by Ordinance of the Ministry of Economy, Trade and Industry.
(v) The scope of implementation for patented inventions or registered utility models specified by the act of establishment under the specified non-exclusive license contract.
(vi) The date of the receipt of the application.
(vii) The duration of the registration.
(viii) The registration number.
(ix) The date of the registration.
(4) The duration set forth in item (vii) of the preceding paragraph shall not exceed 10 years.
(Applications for Registration)
Article 60 (1) The registration set forth in Article 58, paragraph (1) shall be applied for by the person that has authorized non-exclusive licenses pursuant to a specified non-exclusive license contract and the person that has received the authorization of non-exclusive licenses pursuant to a specified non-exclusive license contract.
(2) The registration of the transfer of all of the non-exclusive licenses pertaining to a specified non-exclusive license contract set forth in Article 58, paragraph (2) shall be applied for by the person transferring said non-exclusive licenses and the person receiving the transfer of said non-exclusive licenses.
(Registration of Extension)
Article 61 (1) The person who has authorized non-exclusive licenses pursuant to a specified non-exclusive license contract and who has received specified non-exclusive license registration (hereinafter referred to as a "specified non-exclusive license authorizer") and the person who has received the authorization of non-exclusive licenses pursuant to a specified non-exclusive license contract and who has received specified non-exclusive license registration (hereinafter referred to as a "specified non-exclusive licensee") may apply for the extension of the duration of registration of the specified non-exclusive license registration.
(2) The registration pursuant to the provisions of the preceding paragraph shall be made by recording the matters listed below in a specified non-exclusive license registry book pertaining to said specified non-exclusive license registration.
(i) The intention to extend the duration of said specified non-exclusive license registration.
(ii) The duration after extension.
(iii) The date of the receipt of the application.
(iv) The date of registration.
(3) The duration set forth in item (ii) of the preceding paragraph shall not exceed 10 years.
(Registration Cancellation)
Article 62 (1) When any of the reasons listed below arises, a specified non-exclusive license authorizer and a specified non-exclusive licensee may apply for the cancellation of the registration of a specified non-exclusive license registration.
(i) The authorization of non-exclusive licenses pursuant to the specified non-exclusive license contract does not become effective.
(ii) Non-exclusive licenses pursuant to the specified non-exclusive license contract have ceased to be effective due to cancellation, deletion or other cause.
(iii) All of the non-exclusive licenses pertaining to the specified non-exclusive license contract have become extinguished.
(2) The registration pursuant to the provisions of the preceding paragraph shall be made by recording the matters listed below in a specified non-exclusive license registry book pertaining to said specified non-exclusive license registration.
(i) The intention to cancel said specified non-exclusive license registration.
(ii) The date of the receipt of the application.
(iii) The date of the registration.
(Registration of the Fact of Not Being Subject to Registration)
Article 63 (1) A specified non-exclusive licensee may apply to the Commissioner of the Patent Office for the registration of the fact that non-exclusive licenses regarding specified patent rights, utility model rights, or exclusive licenses of the specified non-exclusive license authorizer pertaining to the specified non-exclusive license contract (including non-exclusive licenses regarding specified patent rights, utility model rights or exclusive licenses of the specified non-exclusive license authorizer transferred to another person in cases in which such transfer took place) are not subject to specified non-exclusive license registration pertaining to said specified non-exclusive license contract.
(2) The registration pursuant to the provisions of the preceding paragraph shall be made by recording the matters listed below in a specified non-exclusive license registry book pertaining to said specified non-exclusive license registration.
(i) The fact that non-exclusive licenses regarding specified patent rights, utility model rights, or exclusive licenses are not subject to said specified non-exclusive license registration.
(ii) The patent number or utility model registration number pertaining to the patent rights, utility model rights, or exclusive licenses pertaining to the non-exclusive licenses that are not subject to said specified non-exclusive license registration.
(iii) The date of the receipt of the application.
(iv) The date of the registration.
(Delivery of Certificates of Registered Matters)
Article 64 (1) Any person may request, from the Commissioner of the Patent Office, the inspection or copying of matters recorded in a specified non-exclusive license registry book (excluding the matters listed in Article 59, paragraph (3), items (iii) to (v); the same shall apply hereinafter in this paragraph) (when all or part of the specified non-exclusive license registry book is stored in the form of magnetic disks, the inspection or copying of the matters recorded in the portion stored on said magnetic disks that are displayed through a method specified by Ordinance of the Ministry of Economy, Trade and Industry), or the delivery of documents evidencing said matters (referred to as a "certificate of disclosed matters" in Article 69, paragraph (1), item (ii)).
(2) Persons listed below may request, from the Commissioner of the Patent Office, the delivery of documents evidencing the matters recorded in a specified non-exclusive license registry book (excluding the matters listed in Article 59, paragraph (3), item (iv) and item (v)) with respect to specified non-exclusive license registration pertaining to their respective specified non-exclusive license authorizers (hereinafter such documents shall be referred to as a "certificate of the summary of registered matters"); provided, however, that this shall not apply to matters recorded in the specified non-exclusive license registry book, in cases, as of the time when said request for delivery was filed, in which the duration of said specified non-exclusive license registration had expired, or said specified non-exclusive license registration had been cancelled, or in which the registration set forth in paragraph (1) of the preceding Article had been made in said specified non-exclusive license registry book, with respect to the patent rights, utility model rights, or exclusive licenses which they acquired, seized, or provisionally seized, or on which they established pledges.
(i) A person who has acquired patent rights, utility model rights or exclusive licenses, or exclusive licenses regarding those patent rights or utility model rights, from a specified non-exclusive license authorizer.
(ii) A person who has acquired the patent rights, utility model rights or exclusive licenses, or exclusive licenses regarding those patent rights or utility model rights, set forth in the preceding item, after the person listed in the same item acquired them.
(iii) An obligee who has seized or provisionally seized patent rights, utility model rights or exclusive licenses of a specified non-exclusive license authorizer.
(iv) A person who has acquired pledges on patent rights, utility model rights or exclusive licenses of a specified non-exclusive license authorizer.
(v) Persons specified by Cabinet Order as being interested parties with respect to the persons listed in each of the preceding items.
(3) Persons listed below may request, from the Commissioner of the Patent Office, the delivery of documents evidencing the matters recorded in a specified non-exclusive license registry book (hereinafter referred to as a "certificate of registered matters") or a certificate of the summary of registered matters, with respect to their specified non-exclusive license registration.
(i) A specified non-exclusive license authorizer or a specified non-exclusive licensee.
(ii) Persons specified by Cabinet Order as being interested parties with respect to a specified non-exclusive license authorizer or a specified non-exclusive licensee.
(4) In addition to the cases listed in the preceding paragraph, in cases in which persons listed in each item of paragraph (2) have notified the intention to request the delivery of a certificate of registered matters pertaining to the relevant specified non-exclusive license registration from the Commissioner of the Patent Office, to persons who are recorded as those who have received the authorization of non-exclusive licenses pursuant to a specified non-exclusive license contract in the specified non-exclusive license registration of their respective specified non-exclusive license authorizers, said persons may request the delivery of said certificate of registered matters from the Commissioner of the Patent Office after a period specified by Cabinet Order has elapsed from the date on which said notification arrived; provided, however, that this shall not apply to matters recorded in the specified non-exclusive license registry book, in cases, as of the time when said request for delivery was filed, in which the duration of said specified non-exclusive license registration had expired, or said specified non-exclusive license registration had been cancelled, or in which the registration set forth in paragraph (1) of the preceding Article had been made in said specified non-exclusive license registry book, with respect to the patent rights, utility model rights, or exclusive licenses which they acquired, seized, or provisionally seized, or on which they established pledges.
(5) The notification set forth in the preceding paragraph shall be made in the form of a certificate bearing a fixed date that records the matters specified by Ordinance of the Ministry of Economy, Trade and Industry, or in other methods specified by Ordinance of the Ministry of Economy, Trade and Industry.
(6) It is sufficient that the notification set forth in paragraph (4) be delivered to the location of the head office or the principal office recorded in a specified non-exclusive license registry book, that pertains to a person recorded as the person who has received the authorization of non-exclusive licenses pursuant to the specified non-exclusive license contract set forth in the same paragraph.
(7) The notification set forth in paragraph (4) shall be deemed to have arrived at the time when the notification should normally have arrived.
(8) Other necessary matters concerning procedures for requests towards the Commissioner of the Patent Office set forth in paragraphs (1) to (4) shall be specified by Ordinance of the Ministry of Economy, Trade and Industry.
(Exclusion from Application of the Administrative Procedure Act)
Article 65 The provisions of Chapter II and Chapter III of the Administrative Procedure Act shall not apply to dispositions pursuant to the provisions of this Section or the provisions of orders based on said provisions.
(Exclusion from Application of the Act on Access to Information Held by Administrative Organs)
Article 66 The provisions of the Act on Access to Information Held by Administrative Organs (Act No. 42 of 1999) shall not apply to specified non-exclusive license registry books.
(Exclusion from Application of the Act on the Protection of Personal Information Held by Administrative Organs)
Article 67 The provisions of Chapter IV of the Act on the Protection of Personal Information Held by Administrative Organs (Act No. 58 of 2003) shall not apply to retained personal information recorded in specified non-exclusive license registry books (meaning the retained personal information prescribed in Article 2, paragraph (3) of the same Act.
(Relationship Between Objections and Suits)
Article 68 A suit for the rescission of a disposition pursuant to the provisions of this Section or the provisions of orders based on said provisions may not be filed unless a judgement has been given on objections regarding said disposition.
(Payment of Fees)
Article 69 (1) Persons listed below shall pay an amount of fees specified by Cabinet Order in consideration of the actual costs.
(i) A person who requests the inspection or copying pursuant to the provisions of Article 64, paragraph (1).
(ii) A person who requests the delivery of a certificate of disclosed matters.
(iii) A person who requests the delivery of a certificate of the summary of registered matters.
(iv) A persons who requests the delivery of a certificate of registered matters.
(2) The payment of fees set forth in the preceding paragraph shall be made in the form of patent revenue stamps, in accordance with what is specified by Ordinance of the Ministry of Economy, Trade and Industry.
(3) Fees paid in excess or in error shall be refunded on request of the person who made that payment.
(4) The refunding of fees pursuant to the provisions of the preceding paragraph may not be requested after one year has elapsed from the date of payment.
(Application Mutatis Mutandis of the Patent Act)
Article 70 (1) The provisions of Article 3 and Article 5, paragraph (1) of the Patent Act shall apply mutatis mutandis to periods with respect to the procedures prescribed in the provisions of this Section or the provisions of orders based on said provisions.
(2) The provisions of Article 7, Article 8, Articles 11 to 16, Article 17, paragraph (3) and paragraph (4), Article 18, paragraph (1), Article 20 and Article 25 of the Patent Act shall apply mutatis mutandis to procedures prescribed in the provisions of this Section or the provisions of orders based on said provisions. In such cases, the phrase "Article 195 (1) to (3)" in Article 17, paragraph (3), item (iii) of the same Act shall be deemed to be replaced with "Article 69, paragraph (1) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities."
(Delegation to Cabinet Order)
Article 71 In addition to what is prescribed in this Act, necessary matters concerning specified non-exclusive license registration shall be specified by Cabinet Order.
Chapter VI Miscellaneous Provisions
(Securing of Funds)
Article 72 (1) The State shall endeavour to secure funds necessary for an approved business operator or an approved small and medium-sized enterprise succeeding business revitalization business operator (hereinafter collectively referred to as "approved business operators, etc."), or affiliated business operators of an approved business operator to take measures for the purposes of business reconstruction, management resource reutilization, management resource integration, resource productivity innovation, or small and medium-sized enterprise succeeding business revitalization, in accordance with an approved plan or an approved small and medium-sized enterprise succeeding business revitalization plan (hereinafter collectively referred to as "approved plans, etc."), or funds necessary for an approved business innovation new goods production equipment installation business operator or an approved resource constraint response production equipment installation business operator to install business innovation new goods production equipment or resource constraint response production equipment, in accordance with an approved business innovation new goods production equipment installation plan or an approved resource constraint response production equipment installation plan.
(2) The State shall endeavour to secure funds necessary for a specified limited partnership for investment to enhance the equity capital of a business operator implementing business reconstruction, management resource reutilization, resource productivity innovation, or small and medium-sized succeeding business revitalization.
(3) The State and prefectures shall endeavour to secure funds necessary for promoting start-ups and small and medium-sized enterprise management resource utilization.
(Stability of Employment)
Article 72-2 (1) When approved business operators, etc. implement business reconstruction, management resource reutilization, management resource integration, resource productivity innovation, or small and medium-sized enterprise succeeding business revitalization, they shall obtain the understanding and cooperation of the workers in their employment, and shall endeavour to take necessary measures for preventing unemployment and otherwise promoting the stability of employment, with respect to said workers.
(2) The State shall endeavour to take necessary measures for preventing unemployment and otherwise promoting the stability of employment, with respect to workers who are employed by approved business operators, etc.
(3) The State shall endeavour to take necessary measures for providing job placement and otherwise contributing to the stability of work and lifestyle, with respect to workers who were employed by approved business operators, etc.
(4) The State and prefectures shall endeavour to take necessary measures for providing vocational training and otherwise promoting the development and improvement of skills, with respect to workers who are employed by approved business operators, etc. , and workers who were employed by approved business operators, etc.
(5) The State and prefectures shall endeavour to take necessary measures for contributing to the facilitation of responses towards the new economic environment, with respect to the related small and medium-sized enterprise operators of approved business operators, etc.
(Consideration towards Small and Medium-Sized Enterprise Operators)
Article 72-3 For the purposes of strengthening of the business foundations of small and medium-sized enterprise operators that incur significant effects from business reconstruction, management resource reutilization, management resource integration, resource productivity innovation, or small and medium-sized enterprise succeeding business revitalization implemented by another business operator, the State, local governments, the Organization for Small and Medium Enterprises and Regional Innovation, chambers of commerce, and chambers of commerce and industry shall endeavour to provide advice, training, or information concerning management methods or technologies regarding the business undertaken by said small and medium-sized enterprise operators, and comprehensively promote other necessary measures.
(Collection of Reports)
Article 73 (1) The competent minister may request reports from approved business operators, etc. , approved business innovation new goods production equipment installation business operators, or approved resource constraint production equipment installation business operators, with respect to their implementation of approved plans, etc. , approved business innovation new goods production equipment installation plans, or approved resource constraint response production equipment installation plans.
(2) The Minister of Economy, Trade and Industry may request reports from approved support institutions, with respect to their implementation of small and medium-sized enterprise revitalization support operations prescribed in Article 41, paragraph (1).
(3) The Minister of Economy, Trade and Industry may, to the extent necessary for the purposes of the enforcement of this Act, request reports from specified certified dispute resolution business operators, with respect to their implementation of business operations for specified certified dispute resolution procedures, or business operations for checks pertaining to the borrowing of funds prescribed in Article 52.
(4) Prefectural governors may request reports from persons implementing small and medium-sized enterprise management resource utilization in accordance with approved small and medium-sized enterprise management resource utilization plans, with respect to their implementation of approved small and medium-sized enterprise management resource utilization plans.
(Collection of Reports from Designated Financial Institutions, etc.)
Article 73-2 (1) When the competent minister considers it necessary for the enforcement of this Act, he/she may have a designated financial institution report on operations for business reconstruction, etc. promotion, or direct his/her personnel to enter the business office or office of the designated financial institution, and perform inspections of its account books, documentation and other items.
(2) When the Minister of Economy, Trade and Industry considers it necessary for the enforcement of this Act, he/she may have the Organization report on its business operations, or direct his/her personnel to enter the business office, office, or other workplaces of the Organization, and perform inspections of its account books, documentation and other items.
(3) Personnel conducting on-site inspections pursuant to the provisions of the preceding two paragraphs shall carry a certificate of identification and display it to the persons concerned.
(4) The authority to conduct on-site inspections pursuant to the provisions of paragraph (1) and paragraph (2) shall not be construed as being approved for the purposes of a criminal investigation.
(Liaison and Cooperation)
Article 74 (1) When enforcing this Act, the competent minister and the Minister of Health, Labour and Welfare shall maintain close liaison and cooperate with each other with respect to matters concerning the employment of workers pertaining to approved business operators, etc.
(2) When enforcing the provisions of Article 55, paragraph (1), the Minister of Education, Culture, Sports, Science and Technology and the Minister of Economy, Trade and Industry shall maintain close liaison and cooperate with each other.
(The Competent Minister, etc.)
Article 75 (1) The competent minister set forth in this Act shall be the minister specified in each of the following items for the category of matters listed respectively therein.
(i) Matters concerning resource productivity innovation equipment: The minister having jurisdiction over the business pertaining to resource productivity innovation plans pertaining to the installation of resource productivity innovation equipment.
(ii) Matters concerning resource constraint response products: The minister having jurisdiction over the business producing resource constraint response products.
(iii) Matters concerning business field specific guidelines: The minister having jurisdiction over businesses belonging to the business field pertaining to the business field specific guidelines.
(iv) Matters concerning business reconstruction plans: The minister having jurisdiction over the core business pertaining to business reconstruction plans.
(v) Matters concerning management resource reutilization plans: The minister having jurisdiction over the business succeeded to from another business operator pertaining to management resource reutilization plans.
(vi) Matters concerning management resource integration plans: The minister having jurisdiction over the business pertaining to management resource integration plans.
(vii) Matters concerning resource productivity innovation plans: The minister having jurisdiction over the business pertaining to resource productivity innovation plans (in cases in which a business activity with respect to a business falling under the category of a type 1 cargo forwarding business, a type 2 cargo forwarding business, or a general cargo automobile transportation business is stated in the management resource productivity innovation plan, the minister having jurisdiction over the business pertaining to the resource productivity innovation plan and the Minister of Land, Infrastructure, Transport and Tourism).
(viii) Matters concerning business innovation new goods production equipment installation plans: The minister having jurisdiction over the business intending to install business innovation new goods production equipment pertaining to business innovation new goods production equipment installation plans.
(ix) Matters concerning resource constraint response production equipment installation plans: The minister having jurisdiction over the business producing resource constraint response products or exclusive parts pertaining to resource constraint response production equipment installation plans.
(x) Matters concerning operations for business reconstruction, etc. facilitation and operations for business reconstruction, etc. promotion: The Minister of Economy, Trade and Industry and the Minister of Finance.
(xi) Matters concerning small and medium-sized enterprise succeeding business revitalization plans: The Minister of Economy, Trade and Industry and the minister having jurisdiction over the business pertaining to small and medium-sized enterprise succeeding business revitalization plans.
(2) Ordinance of the competent ministry in this Act shall be orders jointly issued by the competent ministers.
(Delegation of Authority)
Article 76 The authority of the competent minister pursuant to this Act may be delegated to the head of a local branch or department, in accordance with what is specified by Ordinance of the competent ministry.
(Relationship between the Organization and the Approval of Plans for Business Activities)
Article 77 When the Organization provides specified business activity support, it shall, as necessary, encourage subject business operators to file applications for the approval of business reconstruction plans set forth in Article 5, paragraph (1), the approval of management resource reutilization plans set forth in Article 7, paragraph (1), the approval of management resource integration plans set forth in Article 9, paragraph (1), or the approval of resource productivity innovation plans set forth in Article 11, paragraph (1), and thereby endeavour to effectively provide such support in conjunction with those measures.
Chapter VII Penal Provisions
Article 78 (1) When a director, accounting advisor (when the accounting advisor is a juridical person, the member performing its duties), company auditor or employee of the Organization has accepted, or solicited or promised to accept a bribe in connection with his/her duties, he/she shall be punished by imprisonment with work for not more than three years. If he/she has committed improper acts, or has failed to perform proper acts, he/she shall be punished by imprisonment with work for not more than five years.
(2) In the cases set forth in the preceding paragraph, bribes accepted by the criminal person shall be confiscated. When all or part of such bribes could not be confiscated, a corresponding amount of money shall be confiscated.
Article 79 (1) Persons who have given, or offered or promised to give a bribe set forth in paragraph (1) of the preceding Article shall be punished by imprisonment with work for not more than three years or by a fine of not more than 1,000,000 yen.
(2) When a person who has committed the crime set forth in the preceding paragraph surrenders to the authorities, his/her punishment may be reduced, or he/she may be exempted from punishment.
Article 80 (1) The crime set forth in Article 78, paragraph (1) shall also apply to persons who have committed the crime set forth in the same paragraph outside of Japan.
(2) The crime set forth in paragraph (1) of the preceding Article shall be dealt with in accordance with the provisions of the Penal Code (Act No. 45 of 1907).
Article 81 When a director, accounting advisor (when the accounting advisor is a juridical person, the member performing its duties), company auditor or employee of the Organization or person who has had such a position has divulged or misappropriated confidential information that has come to his/her knowledge in the performance of his/her duties, in violation of the provisions of Article 30-15, he/she shall be punished by imprisonment with work for not more than one year, or a fine of not more than 500,000 yen.
Article 82 In cases in which a report has not been made pursuant to the provisions of Article 73-2, paragraph (2), or a false report has been made, or an inspection pursuant to the provisions of the same paragraph has been refused, obstructed or evaded, the director, accounting advisor (when the accounting advisor is a juridical person, the member performing its duties), company auditor or employee responsible for those violations shall be punished by a fine of not more than 500,000 yen.
Article 83 (1) When falling under any of the following items, a person who has committed the violation shall be punished by a fine of not more than 300,000 yen.
(i) When a person has failed to keep books or record matters in books, in violation of the provisions of Article 24-9, or has recorded false statements in books, or has failed to preserve books.
(ii) When a person has failed to make a notification pursuant to the provisions of Article 24-11, paragraph (1), or has made a false notification.
(iii) When a person has failed to make a report pursuant to the provisions of Article 39-4, paragraph (2), or Article 73, or has made a false report.
(iv) When a person has failed to make a report pursuant to the provisions of Article 73-2, paragraph (1), or has made a false report, or has refused, obstructed or evaded an inspection pursuant to the provisions of the same paragraph.
(2) When the representative of a juridical person or an agent, employee or any other worker of a juridical person or an individual has committed a violation set forth in the preceding paragraph concerning the business operations of said juridical person or individual, in addition to the offender, said juridical person or individual shall also be sentenced to the punishment set forth in the same paragraph.
Article 83-2 When a stock company has failed to make a public notice or notification or has made a false public notice or notification, in violation of the provisions of Article 797, paragraph (3) or paragraph (4) of the Companies Act as applied mutatis mutandis, by replacing terms, pursuant to Article 21-2, paragraph (3), or the provisions of Article 169, paragraph (3) or paragraph (4) of the same Act as applied mutatis mutandis, by replacing terms, pursuant to Article 21-3, paragraph (2); a director, executive officer, liquidator, or liquidator's agent; a director, executive officer, or person to perform duties on behalf of a liquidator appointed based on a provisional disposition order under the provisions of Article 56 of the Civil Provisional Remedies Act (Act No. 91 of 1989); a person who is temporarily to perform the duties of a director, representative director, executive officer, or representative executive officer prescribed in Article 960, paragraph (1), item (v) of the Companies Act; a person who is temporarily to perform the duties of a liquidator or liquidator's agent; or a manager of the stock company that has committed said violation shall be punished by a non-criminal fine of not more than 1,000,000 yen.
Article 84 In cases falling under any of the following items, the director, accounting advisor or member performing its duties, or auditor of the Organization who has committed the violation shall be punished by a non-criminal fine of not more than 1,000,000 yen.
(i) When a person has solicited subscribers to shares for subscription, share options for subscription, or bonds for subscription; or has issued shares, bonds or share options at share exchange; or has borrowed funds, in violation of the provisions of Article 30-5, paragraph (1).
(ii) When a person has failed to make a notification of the issuance of shares, in violation of the provisions of Article 30-5, paragraph (2).
(iii) When a person has neglected to make a registration, in violation of the provisions of Article 30-21, paragraph (1) or paragraph (4).
(iv) When a person has undertaken business operations, in violation of the provisions of Article 30-23, paragraph (2).
(v) When a person has failed to make a notification to the Minister of Economy, Trade and Industry, in violation of the provisions of Article 30-25, paragraph (2) or Article 30-27, paragraph (1).
(vi) When a person has failed to make a notification of a business plan, financial plan, or income and expenditure budget, in violation of the provisions of Article 30-29.
(vii) When a person has failed to submit a balance sheet, profit and loss statement, or business report, or has submitted such document containing false statements or records, in violation of the provisions of Article 30-31.
(viii) When a person has violated an order issued pursuant to the provisions of Article 30-32, paragraph (2).
Article 85 When a person has used the term "innovation network corporation" in its name, in violation of the provisions of Article 30-7, paragraph (2), he/she shall be punished by a non-criminal fine of not more than 100,000 yen.
Supplementary Provisions [Extract]
(Effective Date)
Article 1 This Act shall come into effect as of the day specified by Cabinet Order within a period not exceeding three months from the date of promulgation; provided, however, that the provisions of Chapter I and Chapter III, and the provisions of Article 35, paragraph (2) and Article 39, shall come into effect as of September 1, 1999.
(Review)
Article 2 The government shall examine the enforcement status of this Act within a period from its enforcement to March 31, 2003, taking into consideration changes in the economic situation within Japan and abroad, and review it based on the results thereof, without excluding the possibility of abolition.
(Special Provisions Concerning the Prohibition of Returns of Foundation Equity)
Article 3 (1) Equity investors other than the government and the Development Bank of Japan may request the return of equity from foundations, limited to a period until the date on which one month has elapsed from the date of enforcement of this Act.
(2) When a request has been made pursuant to the provisions of the preceding paragraph, foundations shall make that return by the amount equivalent to the amount of contributions pertaining to said equity, notwithstanding the provisions of Article 18, paragraph (1) of the Act on Designated Facility Improvement. In such cases, the stated capital of the foundations shall be deemed to have been reduced by the amount returned.
(Transitional Measures Pertaining to Special Provisions Concerning Patent Fees)
Article 4 With respect to exemption from or deferment of patent fees pertaining to the patent applications pertaining to specified university technology transfer operations undertaken by an accredited TLO, for which a transcript of an assessment or a trial decision to the effect that the patent is to be granted has been served prior to the enforcement of this Act, the provisions then in force shall remain applicable, notwithstanding the provisions of Article 32.
(Abolition of the Act on Temporary Measures for the Facilitation of Business Innovation in Specified Business Operators)
Article 5 The Act on Temporary Measures for the Facilitation of Business Innovation in Specified Business Operators (Act No. 61 of 1995) shall be abolished.
(Transitional Measures Associated with the Abolition of the Act on Temporary Measures for the Facilitation of Business Innovation in Specified Business Operators)
Article 6 With respect to the approval and revocation of changes to plans regarding approved specified business operators and the collection of reports prescribed in Article 6, paragraph (1) of the Act on Temporary Measures for the Facilitation of Business Innovation in Specified Business Operators prior to the abolition pursuant to the provisions of the preceding Article (hereinafter referred to as the "Old Business Innovation Act"), and the approval and revocation of changes to plans regarding approved specified business operators, the special provisions of the Small and Medium-Sized Enterprise Credit Insurance Act regarding utilization business-related guarantees, and the collection of reports prescribed in Article 9, paragraph (1) of the Old Business Innovation Act, the provisions then in force shall remain applicable.
(Transitional Measures Concerning Penal Provisions)
Article 8 With respect to the application of penal provisions for acts committed prior to the enforcement of this Act, and acts committed after the enforcement of this Act in cases in which the provisions then in force shall remain applicable pursuant to the provisions of Article 6 of the Supplementary Provisions, the provisions then in force shall remain applicable.
Supplementary Provisions [Act No. 26 of 2003] [Extract]
(Effective Date)
Article 1 This Act shall come into effect as of the date of promulgation.
(Review)
Article 2 The government shall examine the enforcement status of the Act on Special Measures for Industrial Revitalization after the revision by this Act (hereinafter referred to as the "New Act"), within a period from the enforcement of this Act to March 31, 2008, taking into consideration changes in the economic situation within Japan and abroad, and review it based on the results thereof, without excluding the possibility of abolition.
(Special Provisions Concerning the Prohibition of Returns of Foundation Equity)
Article 3 (1) Equity investors other than the government and the Development Bank of Japan may request the return of equity from the Industrial Infrastructure Development Fund (hereinafter referred to as the "Fund"), limited to a period until the date on which one month has elapsed from the date of enforcement of this Act.
(2) When a request has been made pursuant to the provisions of the preceding paragraph, the Fund shall make that return by the amount equivalent to the amount of contributions pertaining to said equity, notwithstanding the provisions of Article 18, paragraph (1) of the Act on Temporary Measures to Promote Private-Sector Participation in Designated Facility Improvement Projects (Act No. 77 of 1986; hereinafter referred to as the "Designated Facility Improvement Act"). In such cases, the stated capital of the Fund shall be deemed to have been reduced by the amount returned.
(Transitional Measures Concerning Business Reconstruction Plans)
Article 4 (1) With respect to matters stated in business reconstruction plans submitted to the competent minister pursuant to the provisions of Article 3, paragraph (1) of the Act on Special Measures for Industrial Revitalization prior to the revision by this Act (hereinafter referred to as the "Old Act"), and standards for the approval, approval of changes, direction of changes and rescission of approval pertaining to said plans, the provisions then in force shall remain applicable even after the enforcement of this Act.
(2) The provisions of Articles 10 to 12-11, Article 14, Article 17 and Article 39 of the New Act pertaining to business reconstruction shall also apply to business reconstruction that is undertaken in accordance with a business reconstruction plan submitted to the competent minister based on the provisions of Article 3, paragraph (1) of the New Act after the enforcement of this Act that has received the approval set forth in the same paragraph (including the approval of changes set forth in Article 4, paragraph (1) of the New Act).
(3) In cases in which an approved business operator set forth in Article 4, paragraph (1) of the Old Act that has received the approval set forth in Article 3, paragraph (1) of the Old Act (including the approval of changes set forth in Article 4, paragraph (1) of the same Act; the same shall apply in paragraph (1) of the following Article) pertaining to a business reconstruction plan prescribed in Article 3, paragraph (1) of the Old Act (limited to a plan that specifies plans regarding business structure changes prescribed in Article 2, paragraph (2), item (i) of the Old Act and business innovation prescribed in item (ii) of the same paragraph), prior to the enforcement of this Act, undertakes the dismantling of specified facilities or the disposal of specified equipment prescribed in Article 17, paragraph (5) of the Old Act in accordance with the business reconstruction plan pertaining to said approval, after the enforcement of this Act, the provisions of the same paragraph shall remain in force even after the enforcement of this Act.
(4) Matters concerning business activities undertaken from April 1, 2003, to the day preceding the date of enforcement of this Act may be stated in business reconstruction plans, joint business reorganization plans, management resource reutilization plans and management resource reutilization new business plans that are to be submitted pursuant to the provisions of the New Act within a period until the date on which three months have elapsed from the date of enforcement of this Act.
(Delegation to Cabinet Order)
Article 6 In addition to what is prescribed in these Supplementary Provisions, necessary transitional measures (including transitional measures concerning penal provisions) concerning the enforcement of this Act shall be specified by Cabinet Order.
Supplementary Provisions [Act No. 36 of 2007] [Extract]
(Effective Date)
Article 1 This Act shall come into effect as of the day specified by Cabinet Order within a period not exceeding six months from the date of promulgation; provided, however, that the revising provisions of Article 1 to add five paragraphs to Article 2 of the Act on Special Measures for Industrial Revitalization (limited to the portion pertaining to paragraph (20) and paragraph (21) of the same Article), the revising provisions of Article 1 to change Article 33 of Chapter IV of the same Act to Article 57 and add one Section after the same Article (excluding the portion to change Article 33 of the same Chapter to Article 57), and the provisions of Article 9 and Article 11 of the Supplementary Provisions, shall come into effect as of the day specified by Cabinet Order within a period not exceeding one year and six months from the date of promulgation.
Article 2 Deleted
(Transitional Measures Concerning Business Reconstruction Plans)
Article 3 (1) Applications for approval that have already been filed, at the time of the enforcement of this Act, pursuant to the provisions of Article 3, paragraph (1), Article 5, paragraph (1), Article 6, paragraph (1), or Article 8, paragraph (1) of the Act on Special Measures for Industrial Revitalization prior to the revision pursuant to the provisions of Article 1 (hereinafter referred to as the "Old Act on Special Measures for Industrial Revitalization"), shall be deemed to be applications for approval filed pursuant to the provisions of Article 5, paragraph (1), Article 7, paragraph (1), Article 9, paragraph (1), or Article 16, paragraph (1) of the Act on Special Measures for Industrial Revitalization after the revision pursuant to the provisions of Article 1 (hereinafter referred to as the "New Act on Special Measures for Industrial Revitalization"), respectively.
(2) Persons who have, at the time of the enforcement of this Act, already received the approval set forth in Article 3, paragraph (1), Article 5, paragraph (1), Article 6, paragraph (1), or Article 8, paragraph (1) of the Old Act on Special Measures for Industrial Revitalization shall be deemed to have received the approval set forth in Article 5, paragraph (1), Article 7, paragraph (1), Article 9, paragraph (1), or Article 16, paragraph (1) of the New Act on Special Measures for Industrial Revitalization, respectively.
(Transitional Measures Associated with the Abolition of Operations for Business Reconstruction, etc. Facilitation Undertaken by the Organization for Small and Medium Enterprises and Regional Innovation)
Article 4 With respect to the business operations of the Organization for Small and Medium Enterprises and Regional Innovation pertaining to the guarantee of obligations set forth in Article 14, item (i) of the Old Act on Special Measures for Industrial Revitalization that have already been undertaken at the time of the enforcement of this Act, the provisions of the same Article shall remain in force even after the enforcement of this Act.
(Transitional Measures Associated with the Abolition of Management Resource Reutilization-Related Guarantees)
Article 5 With respect to the special provisions of the Small and Medium-Sized Enterprise Credit Insurance Act (Act No. 264 of 1950) prescribed in Article 16 of the Old Act on Special Measures for Industrial Revitalization regarding the management resource reutilization-related guarantees prescribed in paragraph (1) of the same Article concerning an approved management resource reutilization business operator set forth in Article 7 of the same Act, the provisions then in force shall remain applicable.
(Transitional Measures Concerning the Application of Penal Provisions)
Article 7 With respect to the application of the penal provisions to acts committed prior to the enforcement of this Act, the provisions then in force shall remain applicable.
(Delegation to Cabinet Order of Other Transitional Measures)
Article 8 In addition to what is prescribed in these Supplementary Provisions, necessary transitional measures associated with the enforcement of this Act shall be specified by Cabinet Order.
Supplementary Provisions [Act No. 54 of 2009] [Extract]
(Effective Date)
Article 1 This Act shall come into effect as of the day specified by Cabinet Order within a period not exceeding three months from the date of promulgation; provided, however, that the provisions listed in each of the following items shall come into effect as of the date specified therein.
(i) The revising provisions of Article 1 to add one Article after Article 24 of the Act on Special Measures for Industrial Revitalization and the following Article, and Article 13 of the Supplementary Provisions: The date of promulgation.
(ii) The provisions of Article 28 of the Supplementary Provisions: The date of promulgation of the Regional Revitalization Organization Act (Act No. ? of 2009) or the date of enforcement of this Act (hereinafter referred to as the "effective date"), whichever comes later.
(Transitional Measures Concerning the Special Provisions of the Japan Finance Corporation Act)
Article 2 With respect to the application of the provisions of Article 24-2, paragraph (1) of the Act on Special Measures for Industrial Revitalization during the period from the date of enforcement of the provisions listed in item (i) of the preceding Article to the day preceding the effective date, in Article 24-2, paragraph (1) of the same Act, the phrase "approved plan by an approved business operator or its affiliated business operators" shall be deemed to be replaced with "approved business reconstruction plan, approved management resource reutilization plan, or approved management integration plan by an approved business reconstruction business operator or its affiliated business operators, an approved management resource reutilization business operator or an approved management resource integration business operator or its affiliated business operators"; the phrase ", management resource integration or resource productivity innovation" shall be deemed to be replaced with "or management resource integration"; and the phrase "approved business operator or affiliated business operator" shall be deemed to be replaced with "approved business reconstruction business operator or its affiliated business operators, approved management resource reutilization business operator or approved management resource integration business operator or its affiliated business operators."
(Transitional Measures Concerning Business Reconstruction Plans)
Article 3 (1) With respect to matters stated in a business reconstruction plan that has been submitted to the competent minister pursuant to the provisions of Article 5, paragraph (1) of the Act on Special Measures for Industrial Revitalization prior to the revision pursuant to the provisions of Article 1 (hereinafter referred to as the "Old Act on Special Measures"), prior to the enforcement of this Act, the provisions then in force shall remain applicable even after the enforcement of this Act.
(2) With respect to the approval of changes to plans, direction of changes, and rescission of approval regarding approved joint business reconstruction business operators; the special provisions concerning investigations for contributions in kind and asset transactions; the special provisions concerning investigations for contributions in kind pertaining to the issuance of shares; the special provisions concerning business transfer to special controlling companies; the special provisions concerning consolidation of shares; demands for objections by obligees in cases of transfer of business; the special provisions of the Small and Medium Business Investment & Consultation Corporation Act; and the collection of reports set forth in Article 8, paragraph (1) of the Old Act on Special Measures, the provisions then in force shall remain applicable.
(3) Applications for approval that have been filed pursuant to the provisions of Article 9, paragraph (1) or Article 13, paragraph (1) of the Old Act on Special Measures shall be deemed to be applications for approval filed pursuant to the provisions of Article 7, paragraph (1) or Article 9, paragraph (1) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities after the revision pursuant to the provisions of Article 1 (hereinafter referred to as the "New Act on Special Measures"), respectively.
(4) Persons who have, at the time of the enforcement of this Act, already received the approval set forth in Article 9, paragraph (1) or Article 13, paragraph (1) of the Old Act on Special Measures shall be deemed to have received the approval set forth in Article 7, paragraph (1) or Article 9, paragraph (1) of the New Act on Special Measures, respectively.
(5) With respect to the approval of changes to plans, direction of changes and rescission of approval regarding approved technology utilization business innovation business operators; the special provisions concerning investigations for contributions in kind and asset transactions; the special provisions concerning investigations for contributions in kind pertaining to the issuance of shares; the special provisions concerning business transfer to special controlling companies; the special provisions concerning consolidation of shares; demands for objections by obligees in cases of transfer of business; the special provisions of the Limited Partnership Act for Investment; the special provisions of the Small and Medium Business Investment & Consultation Corporation Act; and the collection of reports set forth in Article 12, paragraph (1) of the Old Act on Special Measures, the provisions then in force shall remain applicable.
(6) Matters concerning business activities undertaken from April 1, 2009, to the day preceding the effective date may be stated in business reconstruction plans, management resource reutilization plans, management resource integration plans, and resource productivity innovation plans that are to be submitted pursuant to the provisions of the New Act on Special Measures within a period until the date on which three months have elapsed from the effective date.
(Transitional Measures Associated with the Abolition of Technology Utilization Facilitation Business Operations Undertaken by the Organization for Small and Medium Enterprises and Regional Innovation)
Article 4 With respect to the business operations of the Organization for Small and Medium Enterprises and Regional Innovation pertaining to the guarantee of obligations set forth in Article 24, of the Old Act on Special Measures that have already been undertaken at the time of the enforcement of this Act, the provisions of the same Article shall remain in force even after the enforcement of this Act.
(Transitional Measures Concerning the Innovation Network Corporation of Japan)
Article 5 (1) With respect to persons who have already been using the term "innovation network corporation" in their name at the time of the enforcement of this Act, the provisions of Article 30-7, paragraph (2) of the New Act on Special Measures shall not apply for a six month period after the enforcement of this Act.
(2) With respect to the business plan, financial plan, and income and expenditure budget of the Innovation Network Corporation of Japan for the business year containing the date of incorporation of the Innovation Network Corporation of Japan, the phrase "the business plan, financial plan, and income and expenditure budget for that business year, prior to the commencement of each business year" in Article 30-29 of the New Act on Special Measures shall be deemed to be replaced with "business plan, financial plan, and income and expenditure budget for that business year, without delay, after incorporation."
(Transitional Measures Concerning the Application of Penal Provisions)
Article 12 With respect to the application of penal provisions for acts committed prior to the enforcement of this Act, and acts committed after its enforcement in cases in which the provisions then in force are to remain applicable pursuant to the provisions of Article 3, paragraph (2) and paragraph (5), Article 7, paragraph (1), Article 8, and Article 9 of the Supplementary Provisions, the provisions then in force shall remain applicable.
(Delegation to Cabinet Order of Other Transitional Measures)
Article 13 In addition to what is prescribed in these Supplementary Provisions, necessary transitional measures associated with the enforcement of this Act shall be specified by Cabinet Order.
(Review)
Article 14 (1) The government shall examine the enforcement status of the provisions of Chapter II-2 and Chapter V, Section 2 of the New Act on Special Measures within a period from the enforcement of this Act to March 31, 2016, and take necessary measures based on the results thereof.
(2) The government shall examine the enforcement status of the New Act on Special Measures (excluding the provisions of Chapter II-2 and Chapter V, Section 2) within a period from the enforcement of this Act to March 31, 2016, taking into consideration changes in the economic situation within Japan and abroad, and review it based on the results thereof, without excluding the possibility of abolition.
Supplementary Provisions [Act No. 48 of 2011] [Extract]
(Effective Date)
Article 1 This Act shall come into effect as of the day specified by Cabinet Order within a period not exceeding three months from the date of promulgation.
(Transitional Measures Concerning Business Reconstruction Plans)
Article 2 (1) With respect to standards for the approval, approval of changes, direction of change, and rescission of approval pertaining to plans that have been submitted, prior to the enforcement of this Act, to the competent minister pursuant to the provisions of Article 5, paragraph (1), Article 7, paragraph (1), Article 9, paragraph (1), and Article 11, paragraph (1) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities prior to the revision by this Act (hereinafter referred to as the "Old Act"), and with respect to the statement of opinions pursuant to the provisions of Article 13, paragraph (1) and paragraph (2) of the Old Act, the provisions then in force shall remain applicable.
(2) The provisions of Article 21-2 of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities after the revision by this Act (hereinafter referred to as the "New Act") pertaining to business reconstruction, management resource reutilization, management resource integration, or resource productivity innovation (hereinafter referred to as "business reconstruction, etc." in this paragraph) shall apply to business reconstruction, etc. that is undertaken in accordance with a plan submitted to the competent minister based on the provisions of Article 5, paragraph (1), Article 7, paragraph (1), Article 9, paragraph (1), or Article 11, paragraph (1) of the New Act after the enforcement of this Act that has received the approval set forth in the relevant paragraph (including the approval of changes set forth in Article 6, paragraph (1), Article 8, paragraph (1), Article 10, paragraph (1), or Article 12, paragraph (1) of the New Act).
(3) With respect to the approval of changes to plans, and rescission of approval regarding persons who have received the approval set forth in Article 31, paragraph (1) of the Old Act; the special provisions of the Small and Medium-Sized Enterprise Credit Insurance Act (Act No. 264 of 1950); the special provisions of the Act on Equipment Installation Support for Small Enterprises (Act No. 115 of 1956); the special provisions of the Small and Medium Business Investment & Consultation Corporation Act (Act No. 101 of 1963); the special provisions in cases in which a person is deemed to be a small and medium-sized enterprise operator undertaking management resource reutilization new business in accordance with an approved management resource reutilization new business plan; and the collection of reports, the provisions then in force shall remain applicable.
(Transitional Measures Concerning Approved Support Institutions)
Article 3 (1) Persons who have, at the time of the enforcement of this Act, already received the approval set forth in Article 41, paragraph (1) of the Old Act shall be deemed to have received the approval set forth in Article 41, paragraph (1) of the New Act.
(2) With respect to the application of the provisions of Article 41, paragraph (5) of the New Act pertaining to persons who are deemed to have received the approval set forth in paragraph (1) of the same Article, the phrase "in advance" in paragraph (5) of the same Article shall be deemed to be replaced with "within 30 days from the date of enforcement of this Act."
(Transitional Measures Concerning the Application of Penal Provisions)
Article 4 With respect to the application of penal provisions for acts committed prior to the enforcement of this Act, and acts committed after its enforcement in cases in which the provisions then in force are to remain applicable pursuant to the provisions of Article 2, paragraph (3) of the Supplementary Provisions, the provisions then in force shall remain applicable.
(Delegation to Cabinet Order)
Article 5 In addition to what is prescribed in these Supplementary Provisions, necessary transitional measures associated with the enforcement of this Act shall be specified by Cabinet Order.
(Review)
Article 6 (1) The government shall examine the enforcement status of the provisions of Chapter II-2 of the New Act within a period from the enforcement of this Act to March 31, 2016, and take necessary measures based on the results thereof.
(2) The government shall examine the enforcement status of the New Act (excluding the provisions of Chapter II-2) within a period from the enforcement of this Act to March 31, 2016, taking into consideration changes in the economic situation within Japan and abroad, and review it based on the results thereof, without excluding the possibility of abolition.
Supplementary Provisions [Act No. 53 of May 25, 2011] [Act No. 53 of May 25, 2011]
This Act shall come into effect as of the date of enforcement of the New Non-Contentious Cases Procedure Act.
Supplementary Provisions [Act No. 63 of June 8, 2011] [Extract]
(Effective Date)
Article 1 This Act shall come into effect as of the day specified by Cabinet Order within a period not exceeding one year from the date of promulgation.
(Transitional Measures Associated with the Partial Revision of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities)
Article 8 (1) With respect to exemption from or deferment of patent fees that have already been paid prior to the date of enforcement of this Act or that should have been paid prior to said date, the provisions then in force shall remain applicable, notwithstanding the provisions of Article 56 of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities after the revision pursuant to the provisions of Article 7.
(2) With respect to the refunding of fees paid in excess or in error by a person who has made the payment pursuant to the provisions of Article 69, paragraph (1) of the Old Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities, the provisions then in force shall remain applicable.
(Delegation to Cabinet Order)
Article 11 In addition to what is prescribed in Article 2 to the preceding Article of the Supplementary Provisions, necessary transitional measures associated with the enforcement of this Act shall be specified by Cabinet Order.
(Adjustment Provisions)
Article 24 (1) In cases in which the date of enforcement of this Act is prior to the date of enforcement of the Act for Partial Revision of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities (Act No. 48 of 2011), the phrase "Article 2, paragraph (26) and paragraph (27)" in the revising provisions in Article 7 to delete Article 2, paragraph (26) and paragraph (27) of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities shall be deemed to be replaced with "Article 2, paragraph (27) and paragraph (28)."
(2) In the cases set forth in the preceding paragraph, in Article 2 of the Act for Partial Revision of the Act on Special Measures Concerning Revitalization of Industry and Innovation in Industrial Activities, paragraph (21) shall be changed to paragraph (20) and paragraphs (22) to (27) shall be brought forward to paragraphs (21) to (26); and in the revising provisions to change paragraph (28) of the same Article to paragraph (27) of the same Article, the phrase "paragraph (27) of the same Article shall be changed to paragraph (26) of the same Article and paragraph (28) of the same Article shall be changed to paragraph (27) of the same Article" shall be deleted.