Act on Special Measures to Facilitate Investment in Agricultural Corporations


Published: 2011

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now for only USD$20 per month, or Get a Day Pass for only USD$4.99.
´╗┐Act on Special Measures to Facilitate Investment in Agricultural Corporations

(Purpose)

Article 1 The purpose of this Act is to promote the enhancement of agricultural corporations' equity capital, allowing their sound growth and development, and in doing so, to contribute to the sustainable development of agriculture, by taking special measures to facilitate investment in agricultural corporations.

(Definitions)

Article 2 (1) In this Act, the term "agricultural corporation" means an agricultural producers' cooperative corporation, stock company or membership company (meaning a membership company as provided in paragraph (1) of Article 575 of the Companies Act (Act No. 86 of 2005)) that engages in agriculture.

(2) In this Act, "business for fostering investment in agricultural corporations" means business provided for in the following:

(i) acquisition and holding of equity interest, shares, share options, or bonds with share options, etc. (meaning those specified by Ordinance of the Ministry of Agriculture, Forestry and Fisheries as bonds with share options and bonds equivalent thereto, the same applies hereinafter) in agricultural corporations;

(ii) business for providing management or technical instructions to agricultural corporations that hold equity interest, shares, share options, or bonds with share options, etc. pursuant to the provisions of the preceding item.

(Approval of Business Plans)

Article 3 (1) A stock company that seeks to engage in business for fostering investment in agricultural corporations (including a stock company that seeks to establish a stock company that engages in business for fostering investment in agricultural corporations) may prepare a plan concerning its business for fostering investment in agricultural corporations (hereinafter referred to as "a business plan"), submit it to the Minister of Agriculture, Forestry and Fisheries, and have its business plan approved as being appropriate.

(2) A business plan must include the following particulars:

(i) the standards for selecting agricultural corporations whose equity interest or shares are to be acquired, the standards for evaluating equity interest or shares at the time they are acquired, the limits to the acquisition of equity interest or shares, the holding period for equity interest or shares, and the method of disposing of equity interest or shares;

(ii) the standards for selecting agricultural corporations whose share options are to be acquired, the standards for the contents of share options, the limits to the acquisition of share options, and the timing for exercising share options;

(iii) the standards for selecting agricultural corporations whose bonds with share options, etc. are to be acquired, the standards for the limits to the acquisition of bonds with share options, etc. and for the redemption date of bonds with share options, etc., and for bonds with share options, the standards for the contents of share options attached to the bonds and the timing for exercising share options;

(iv) fees associated with the business listed in item (ii) of paragraph (2) of the preceding Article.

(3) When an application for approval of paragraph (1) has been filed, the Minister of Agriculture, Forestry and Fisheries shall approve it if he/she finds the business plan to satisfy all of the following items:

(i) the business for fostering investment in agricultural corporations under the business plan is effective and appropriate for enhancing the equity capital of agricultural corporations;

(ii) the business for fostering investment in agricultural corporations under the business plan contributes to the sound growth and development of agricultural corporations;

(iii) the business plan is appropriate for the sure and smooth execution of business for fostering investment in agricultural corporations.

(Modification of the Business Plan)

Article 4 (1) A person who has obtained the approval provided for in paragraph (1) of the preceding Article (including a stock company set forth in the same paragraph in relation to that person's establishment) must obtain the approval of the Minister of Agriculture, Forestry and Fisheries if he/she seeks to modify the business plan connected with the approval.

(2) The provisions of paragraph (3) of the preceding Article apply mutatis mutandis to the approval set forth in the preceding paragraph.

(Collection of Reports)

Article 5 The Minister of Agriculture, Forestry and Fisheries may require a stock company that has obtained the approval set forth in Article 3, paragraph (1) (including a stock company provided for in the same paragraph in relation to the establishment of a person who has obtained approval pursuant to the same paragraph, hereinafter referred to as an "approved company") to report on the implementation status of the business for fostering investment in agricultural corporations.

(Order for Improvement)

Article 6 If the Minister of Agriculture, Forestry and Fisheries finds that an approved company is not engaging in business for fostering investment in agricultural corporations in accordance with the business plan connected with the approval pursuant to Article 3, paragraph (1) (if a modification pursuant to the provisions of Article 4, paragraph (1) has been approved, the business plan after the modification, hereinafter referred to as the "approved business plan"), the Minister of Agriculture, Forestry and Fisheries may designate a reasonable time limit and order the approved company to take the necessary measures to improve.

(Rescission of a Business Plan's Approval)

Article 7 The Minister of Agriculture, Forestry and Fisheries may rescind the approval set forth in Article 3, paragraph (1) if an approved company violates an order pursuant to the provisions of the preceding Article.

(Special Provisions for the Japan Finance Corporation Act)

Article 8 (1) In addition to the business activities provided for in Article 11 of the Japan Finance Corporation Act (Act No. 57 of 2007) the Japan Finance Corporation may engage in the business activities for contributions of funds that are necessary for allowing an approved company to engage in business for fostering investment in agricultural corporations, in accordance with the approved business plan.

(2) The contributions of funds set forth in the preceding paragraph may be approved by the Minister of Agriculture, Forestry and Fisheries and the Minister of Finance, and these funds may be contributed, only if it is found that profits enabling the payment of dividends from business for fostering investment in agricultural corporations in connection with the contributions are certain to accrue.

(3) With regard to the application of the provisions of Article 11, paragraph (1), item (vi); Article 12, paragraph (1); Article 31, paragraph (2), item (i) (b); Article 41, item (ii); Article 58; Article 59, paragraph (1); Article 64, paragraph (1), item (iv); and Article 73, item (iii) of the Japan Finance Corporation Act to the Japan Finance Corporation's contribution of the funds provided for in paragraph (1) pursuant to the provisions of the same paragraph, the phrase "business activities set forth in each of the preceding items" in Article 11, paragraph (1), item (vi) of the same Act is deemed to be replaced with the phrase "business activities set forth in each of the preceding items and business activities pursuant to Article 8, item (i) of the Act on Special Measures to Facilitate Investment in Agricultural Corporations (hereinafter referred to as 'the Act on Special Measures')," the phrase "business activities set forth in paragraph (1), items (i) through (iii) of the preceding Article" in Article 12, paragraph (1) of the same Act is deemed to be replaced with the phrase "business activities set forth in paragraph (1), items (i) through (iii) of the preceding Article and business activities as provided in Article 8, paragraph (1) of the Act on Special Measures," the phrase "[...] pursuant to item (v) of the same paragraph" in Article 31, paragraph (2), item (i) (b); Article 41, item (ii); and Article 64, paragraph (2), item (iv) of the same Act is deemed to be replaced with the phrase "business activities set forth in Article 8, paragraph (1) of the Act on Special Measures and [...] pursuant to Article 11, paragraph (1), item (v)," the term "this Act" in Article 58 and Article 59, paragraph (1) of the same Act is deemed to be replaced with "this Act, the Act on Special Measures," and the term "Article 11" in Article 73, item (iii) of the same Act is deemed to be replaced with "Article 11 and Article 8, paragraph (1) of the Act on Special Measures."

(Special Provisions for the Agricultural Co-operatives Act)

Article 9 With regard to the application of the provisions of Article 72-10, paragraph (1) of the Agricultural Co-operatives Act (Act No. 132 of 1947) to an approved company that engages in business for fostering investment in agricultural corporations in accordance with an approved business plan, the phrase "the following persons" in the same paragraph is deemed to be replaced with the phrase "the following persons and an approved company provided for in Article 5 of the Act on Special Measures to Facilitate Investment in Agricultural Corporations, which has invested in the agricultural cooperative in connection with business for fostering investment in agricultural corporations as provided in Article 2, paragraph (2) of the same Act, in accordance with an approved business plan as provided in Article 6 of the same Act."

(Special Provisions for the Agricultural Land Act)

Article 10 With regard to the application of the provisions of Article 2, paragraph (3), item (ii) of the Agricultural Land Act (Act No. 229 of 1951) to an approved company, the majority of whose stockholders' voting rights is held by local governments, agricultural cooperatives, the Zen-Noh, or the Norinchukin Bank, and which engages in business for fostering investment in agricultural corporations in accordance with an approved business plan, the phrase "the following persons" in the same item is deemed to be replaced with "the following persons and an approved company provided for in Article 5 of the Act on Special Measures to Facilitate Investment in Agricultural Corporations, that has invested in the corporation in connection with business for fostering investment in agricultural corporations as provided in paragraph (2) of Article 2 of the same Act, in accordance with an approved business plan as provided in Article 6 of the same Act."

(Penal Provisions)

Article 11 (1) If an approved company has not submitted a report pursuant to the provisions of Article 5 or has submitted a false report, an officer or official of the approved company that committed the violation is punished by a fine of not more than 300,000 yen.

(2) When a representative, agent, employee or any other staff member of an approved company has committed the violation set forth in the preceding paragraph with regard to the business of the approved company, the approved company is punished pursuant to the same paragraph, in addition to the punishment to which the offender is sentenced.

Supplementary Provisions [Extract]

(Effective Date)

Article 1 This Act comes into effect as of a day specified by Cabinet Order within a period not exceeding three months from the day of its promulgation.

(Partial Revision of the Act on the Budget and Settlement of Public Financial Corporations)

Article 2 The Act on the Budget and Settlement of Public Financial Corporations is partially revised as follows:

In Article 5, paragraph (3) the phrase "(limited to for the Agriculture, Forestry and Fisheries Finance Corporation and the Okinawa Development Finance Corporation)" is added after the word "dividends."

Supplementary Provisions [Act No. 87 of July 26, 2005] [Extract]

This Act comes into effect as of the effective day of the Companies Act.

Supplementary Provisions [Act No. 58 of May 25, 2007] [Extract]

This Act comes into effect as of October 1, 2008.

Supplementary Provisions [Act No. 57 of June 24, 2009] [Extract]

(Effective Date)

Article 1 This Act comes into effect on the day specified by Cabinet Order within a period not exceeding six months from the date of its promulgation.

Supplementary Provisions [Act No. 39 of May 2, 2011] [Extract]

(Effective Date)

Article 1 This Act comes into effect as of the day of its promulgation. However, the provisions of paragraph (1) of Articles 6 and 47, and provisions from Articles 22 to 51 of the Supplementary Provisions come into effect as of April 1, 2012.