Limited Liability Partnership Act

(Act No. 40 of May 6, 2005)

Chapter I General Provisions

(Purpose)

Article 1 The purpose of this Act is to promote sound development of business

activities jointly carried out by an individual or a juridical person by

establishing a system regarding partnership agreements for jointly conducting

business activities for profit, which agreements provide that the liability of a

partner is limited to its capital contribution amount, and thereby contributing

to the furtherance of the economic vitality of our country.

(Definition)

Article 2 The term "Limited Liability Partnership" as used in this Act shall

mean a partnership formed under a limited liability partnership agreement as

set out in paragraph 1 of the following Article.

(Limited Liability Partnership Agreement)

Article 3 (1) A limited liability partnership agreement (a "Partnership

Agreement") takes effect when it is agreed that an individual or a juridical

person will make a capital contribution and each of the parties will jointly

conduct profit-oriented business activities in which its maximum liability is

limited to its capital contribution amount, and when each of the parties fully

makes payment or delivery in relation to its own capital contribution.

(2) One or more of the parties to a Partnership Agreement must be an individual

who has an address in Japan, or has, up to the present, resided in Japan for

one (1) year or more (in Article 37, a "Resident"), or is a juridical person that

has its head office or principal office in Japan (in Article 37, a "Domestic

Corporation").

(3) A Partnership Agreement may not be abused for the purpose of unjustly

escaping from obligations.

(Preparation of Written Partnership Agreement)

Article 4 (1) Persons who intend to execute a Partnership Agreement shall

prepare a written contract of the Partnership Agreement (a "Written

Partnership Agreement"), and all of the parties shall either sign their names

on or affix their names and seals to the Written Partnership Agreement.

(2) A Written Partnership Agreement may be prepared in the form of

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Electromagnetic Records ("Electromagnetic Records" means a record that is

prepared by means of an electronic method, a magnetic method or any other

method not perceivable by human senses and that is used for information

processing by computers, as provided by Ordinance of the Ministry of Economy,

Trade and Industry; hereinafter the same shall apply in this paragraph and in

Article 31). In this case, with respect to the information recorded in such

Electromagnetic Records, the parties shall take such measures, in lieu of

signatures or names with seals, as provided by Ordinance of the Ministry of

Economy, Trade and Industry.

(3) The matters listed below must be stipulated or recorded in the Written

Partnership Agreement:

(i) The businesses of the Limited Liability Partnership (the "Partnership");

(ii) The name of the Partnership;

(iii) The district in which the office of the Partnership is located;

(iv) The names, or corporate names, and the addresses of the partners;

(v) The date on which the Partnership Agreement takes effect;

(vi) The duration of the Partnership;

(vii) The object and amount of the partner's capital contributions; and

(viii) The business year of the Partnership.

(4) The period of the business year of the Partnership as set out in item (viii) of

the preceding paragraph shall not exceed one (1) year.

(5) In addition to the matters listed in each item of paragraph 3 of this Article,

any matter may be stipulated or recorded in the Written Partnership

Agreement unless they are in violation of the terms of this Act.

(Modification of Partnership Agreement)

Article 5 (1) The consent of all partners is required to make any modification

(except for modification to the matters listed in item (iv) of paragraph 3 of

Article 4 due to withdrawal pursuant to Article 25 or Article 26) to the

Partnership Agreement in relation to the matters that must be stipulated or

recorded in the Written Partnership Agreement (except for the matter listed in

item (v) of paragraph 3 of Article 4).

(2) Notwithstanding the preceding paragraph, a Written Partnership Agreement

may provide that the consent of all partners is not required to make any

modification to the Partnership Agreement with respect to the matters listed in

item (iii) or (viii) of paragraph 3 of Article 4 or the matters stipulated or

recorded pursuant to paragraph 5 of Article 4 (except, if the Written

Partnership Agreement provides for a proportion in relation to sharing of

profits and losses to the partners as set out in Article 33, the matters

concerning such proportion).

(3) If any modification has occurred to the matters stipulated or recorded in a

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Written Partnership Agreement, such modification shall be without delay made

to the stipulation or record set out in the Written Partnership Agreement.

(Notices or Peremptory Notices to Partnership)

Article 6 It is sufficient that a notice or peremptory notice to be made to a

Partnership is addressed to the location of an office of the Partnership or to the

address of a partner (and if a partner is a juridical person, then a person

appointed pursuant to paragraph 1 of Article 19 who is to perform the duties of

such partner).

(Restrictions on Businesses of the Partnership)

Article 7 (1) Partners may not manage the following businesses as the

Partnership's businesses:

(i) Businesses, as provided by Cabinet Order, that by their nature are not

proper for the maximum liability of a partner to be limited to its capital

contribution amount; and

(ii) Businesses, as provided by Cabinet Order, that might cause unjustifiable

damage to a creditor of a Partnership.

(2) Partners may not ratify businesses conducted in violation of the provision of

the preceding paragraph.

(Registration)

Article 8 (1) Matters required to be registered pursuant to this Act may not be

asserted against a third party without knowledge until after registration. Even

after the registration, the same shall apply in cases where a third party was

unaware of such matters being registered for a justifiable reason.

(2) A person who through willful misconduct or negligence has made a false

registration on a matter may not assert against a third party without

knowledge that the matter is false.

(Name)

Article 9 (1) A Partnership shall include in its name the phrase "Limited

Liability Partnership."

(2) An entity which is not a Partnership may not include in its name the phrase

"Limited Liability Partnership."

(3) Article 8 of the Companies Act (Law No. 86 of 2005) applies mutatis mutandis

with respect to the name of a Partnership.

(Commercial Transactions)

Article 10 The acts conducted by the partners as the Partnership's businesses

shall be considered as commercial transactions.

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Chapter II RIGHTS AND OBLIGATIONS OF PartNERS

(Capital Contribution by Partners)

Article 11 A Partner's capital contribution to the Partnership shall be made only

in the form of cash or other properties.

(Decision on Management of the Partnership)

Article 12 (1) In order to decide management of the Partnership's businesses,

the consent of all partners is required; provided, however, that the Written

Partnership Agreement may provide that the consent of all partners is not

required to decide matters other than the following matters:

(i) Disposition or acceptance of any material property; and

(ii) Borrowing in a significant amount.

(2) Notwithstanding the preceding paragraph, the Written Partnership

Agreement may provide that the consent of all partners is not required to

decide the matters set out in each item of paragraph 1 of this Article as

provided by Ordinance of the Ministry of Economy, Trade and Industry;

provided, however, that such decisions require the consent of not less than two-

thirds of all partners.

(Management of the Partnership)

Article 13 (1) A partner has the right and the obligation to manage the

Partnership's businesses in accordance with the decisions made pursuant to

the preceding Article.

(2) A partner may delegate only a part of the management of the Partnership's

businesses.

(3) Restrictions on the right of a partner to manage the Partnership's businesses

may not be asserted against a third party without knowledge.

(Ordinary Business)

Article 14 Each partner may manage ordinary business of the Partnership in its

sole discretion notwithstanding the preceding two Articles; provided, however,

that this does not apply where any other partner objects to such act of the

partner before its completion.

(Liability of Partners)

Article 15 A partner is liable for the Partnership's obligations only to the extent

of its capital contribution amount.

(Responsibility of Partners for Contribution)

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Article 16 In cases where a partner has contributed a claim in kind, if the debtor

of such claim fails to make the repayment at the time for the performance of

the obligation, such partner will be liable for the repayment. In this case, the

partner is also liable for damages in addition to the payment of interest.

(Liability for Damages relating to the Partnership's Business)

Article 17 If a third party suffers damages in connection with the Partnership's

businesses, the partners shall compensate for such damages by using the

assets of the Partnership.

(Liability of Partners or Similar Persons for Damages to Third Parties)

Article 18 (1) If a partner or a person appointed pursuant to paragraph 1 of the

following Article who is to perform the duties of a partner (such a partner or

person in this Article, a "Partner or Similar Person") has performed his or her

duties with knowledge or with gross negligence, such Partner or Similar

Person will be liable for damages suffered by a third party arising therefrom.

(2) In cases under the preceding paragraph, if any other Partner or Similar

Person is liable for such damages, such other Partners and Similar Persons

will be joint and several obligors.

(Special Provisions where a Corporation is a Partner)

Article 19 (1) If a juridical person is a partner, that juridical person shall

appoint a person who is to perform the duties as the partner and give notice to

other partners of the name and address of that person.

(2) Article 671 of the Civil Code (Law No. 89 of 1896) applies mutatis mutandis

with respect to the person appointed pursuant to the preceding paragraph who

is to perform the duties of a partner.

(Obligations to Separately Manage Partnership Assets)

Article 20 The partners shall manage the assets of a Partnership separately

from their own assets and the assets of other Partnerships.

(Limitations on Persons who may Perform Compulsory Execution, Etc.)

Article 21 (1) If a party designated in a title of obligation, an order of provisional

attachment or an order of provisional disposition is a Partnership, then

compulsory execution, or provisional attachment or provisional disposition,

may be effected against or on behalf of the following persons:

(i) a partner of such Partnership;

(ii) a successor to a person referred to in the preceding item after accrual of the

title of obligation (in cases of the title of obligation referred to in item (i), (ii)

or (vi) of Article 22 of the Civil Execution Act (Law No. 4 of 1979), a

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successor after the conclusion of oral proceedings).

(2) Compulsory execution by virtue of the title of obligation set out in the

preceding paragraph may be effected against any person who possesses the

subject matter of the claim on behalf of a person referred to in each item of the

preceding paragraph.

(No Compulsory Execution, Etc. on Partnership Assets)

Article 22 (1) No compulsory execution, provisional attachment or provisional

disposition may be effected against the assets of a Partnership, nor may the

assets of a Partnership be publicly auctioned except under a right arising from

the cause prior to such assets becoming assets of a Partnership or a right

arising in connection with the Partnership's businesses.

(2) The partners may make their objections to compulsory execution, provisional

attachment, provisional disposition or public auction that has been effected in

violation of the preceding paragraph.

(3) Article 38 of the Civil Execution Act and Article 45 of the Civil Provisional

Relief Law (Law No. 91 of 1989) apply mutatis mutandis with respect to the

objections pursuant to the preceding paragraph.. In this case, the term "a third

party who has ownership of the subject matter of the compulsory execution or

any other rights preventing the transfer or delivery of such subject matter"

mentioned in paragraph 1 of Article 38 of the Civil Execution Act shall be

deemed to be replaced with "a partner of a limited liability partnership," and

the term "the third party" mentioned in paragraph 2 of the same Article shall

be deemed to be replaced with "a partner of a limited liability partnership."

(Deputy Acting on behalf of a Partner)

Article 23 (1) A deputy who is appointed by an order of provisional disposition

and who is acting on behalf of a partner to perform the duties of the partner

shall obtain, unless otherwise provided for in the order of provisional

disposition, the permission of the court in order to perform any acts that are

not part of the ordinary business of the Partnership.

(2) Any actions taken by a deputy acting on behalf of a partner in violation of the

preceding paragraph will be invalid; provided, however, that the partner may

not assert any such invalidity of such actions against a third party without

knowledge.

(3) Paragraph 1 of Article 868, Article 869, Article 871, Article 874 (limited to the

portions relating to item (iv)), Article 875 and Article 876 of the Companies Act

apply mutatis mutandis to the permission of the court as set out in paragraph

1. In this case, all necessary technical replacements of terms shall be provided

by Cabinet Order.

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Chapter III ADMISSION AND WITHDRAWAL OF PartNERS

(Admission of Partners)

Article 24 (1) The partners may admit new partners to a Partnership.

(2) If a person who intends to be a new partner fails to make all or part of

payment or delivery of its capital contribution when a Partnership Agreement

is modified in relation to the admission, such person will become a partner

when such person completes payment or delivery of its capital contribution.

(Voluntary Withdrawal)

Article 25 No partner may withdraw from a Partnership except in unavoidable

circumstances, unless otherwise provided for in the Written Partnership

Agreement.

(Statutory Withdrawal)

Article 26 In addition to the cases set out in the preceding Article, a partner

shall withdraw from the Partnership due to any of the following events:

(i) Death;

(ii) Receipt of a declaring of the commencement of bankruptcy procedures;

(iii) Receipt of a ruling of the commencement of guardianship; or

(iv) Expulsion.

(Expulsion)

Article 27 (1) Expulsion of a partner may be effected with the unanimous

consent of the other partners only with justifiable cause including, without

limitation, the cause that such partner fails to perform its duties; provided,

however, that the Written Partnership Agreement may provide that the

unanimous consent of the other partners is not required.

(2) In cases under the preceding paragraph, if no notice of expulsion has been

given to an expelled partner, expulsion of such partner may not be asserted

against such partner.

Chapter IV SETTLEMENT OF ACCOUNTS, ETC.

(Accounting Principles)

Article 28 The accounting of the Partnership shall be governed by generally

accepted corporate accounting practices as well as this Act and the Ordinances

of the Ministry of Economy, Trade and Industry made under this Act.

(Preparation and Preservation of Accounting Books)

Article 29 (1) The partners shall prepare accounting books of a Partnership as

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provided by Ordinance of the Ministry of Economy, Trade and Industry.

(2) The accounting books of a Partnership set out in the preceding paragraph

shall include the amount of capital contribution made by each partner and

other matters as provided by Ordinance of the Ministry of Economy, Trade and

Industry.

(3) The partners who have prepared accounting books of a Partnership shall

deliver a copy of such accounting books to each partner as provided by

Ordinance of the Ministry of Economy, Trade and Industry.

(4) The partners shall preserve accounting books of a Partnership and material

documents regarding the Partnership's business for ten (10) years from the

closing of such accounting books as provided by Ordinance of the Ministry of

Economy, Trade and Industry.

(Order of Submission of Accounting Books)

Article 30 A court may, upon motion or on its own authorization, order a party to

a lawsuit to submit all or part of the accounting books of a Partnership.

(Keeping and Inspection, Etc., of Financial Statements)

Article 31 (1) The partners shall prepare balance sheet of a Partnership as of the

date of formation of the Partnership promptly after the formation of the

Partnership as provided by Ordinance of the Ministry of Economy, Trade and

Industry.

(2) The partners shall, within two (2) months from the end of each business year,

prepare balance sheet, profit and loss statement and their detailed statements

of a Partnership for the relevant business year as provided by Ordinance of the

Ministry of Economy, Trade and Industry.

(3) Balance sheets and profit and loss statements, as well as their detailed

statements to be prepared pursuant to the preceding two paragraphs (the

"Financial Statements"), may be prepared in the form of Electromagnetic

Records.

(4) The partners shall keep the Financial Statements at the principal office for

ten (10) years from the preparation thereof.

(5) In cases under the preceding paragraph, the partners shall keep a copy of the

Written Partnership Agreement as well.

(6) A creditor of a Partnership may make the following demands with respect to

the Financial Statements (limited to those within five (5) years from the

preparation thereof) and the Written Partnership Agreement at any time

during business hours of the Partnership:

(i) if the Financial Statements and the Written Partnership Agreement have

been prepared in paper form, a demand for the inspection or copying of such

paper document; and

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(ii) if the Financial Statements and the Written Partnership Agreement have

been prepared in the form of an Electromagnetic Records, a demand for the

inspection or copying of the matters recorded in such Electromagnetic

Records, as presented in the manner provided by Ordinance of the Ministry

of Economy, Trade and Industry.

(Order of Submission of Financial Statements )

Article 32 A court may, upon motion or on its own authorization, order a party to

a lawsuit to submit all or part of its Financial Statements.

(Partners' Proportion of Sharing of Profits and Losses)

Article 33 Sharing of profits and losses to the partners shall, with the consent of

all Partners, be determined in proportion to the amount of capital

contributions made by each partner as indicated in the accounting books,

unless otherwise provided for in accordance with Ordinance of the Ministry of

Economy, Trade and Industry.

(Restrictions on Distribution of Assets)

Article 34 (1) The assets of a Partnership may not be distributed in an amount

exceeding the Distributable Amount (meaning an amount calculated as an

amount distributable to the partners within the amount of the net assets in the

manner provided by Ordinance of the Ministry of Economy, Trade and

Industry; hereinafter the same shall apply in the following Article) as of the

date of distribution.

(2) The consent of all partners is required to distribute the assets of a

Partnership in an amount exceeding the amount calculated as an amount equal

to surplus of a Partnership as of the date of distribution in the manner

provided by Ordinance of the Ministry of Economy, Trade and Industry.

(3) In cases under the preceding paragraph, the partners shall stipulate the

amount obtained by deducting the amount set out in the preceding paragraph

from the book value of the assets of a Partnership to be distributed in the

Written Partnership Agreement as provided by Ordinance of the Ministry of

Economy, Trade and Industry.

(Liability for Distribution of Assets)

Article 35 (1) If the book value of the distributed assets of a Partnership (in this

Article and in the following Article, the "Distributed Amount") exceeds the

Distributable Amount as of the date of distribution, the partners who receive

such distribution will be jointly liable for payment of cash equal to the

Distributed Amount to the Partnership.

(2) In cases under the preceding paragraph, the partners who receive such

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distribution are jointly liable for repayment of the Partnership's obligations

only to the extent of the excess of the Distributed Amount over the

Distributable Amount (except for the amount that has been paid by such

partners under the preceding paragraph).

(Liability for Loss)

Article 36 (1) In cases where the partners receive a distribution of the assets of a

Partnership, if the Amount of Loss (meaning, if the amount of liabilities

exceeds the amount of assets in the balance sheet, an amount obtained by

deducting the amount of the assets from the amount of liabilities; hereinafter

the same shall apply in this Article) arises on the last day of the business year

to which the date on which the partners receive such distribution belongs, the

partners who receive such distribution will be jointly liable for payment of the

Amount of Loss (or, if the Amount of Loss exceeds the Distributed Amount, the

Distributed Amount; hereinafter the same shall apply in the following

paragraph); provided, however, that this shall not apply to cases where a

partner proves that such partner did not fail to pay due care in distributing the

assets of the Partnership.

(2) If the partners are liable for payment of the Amount of Loss to the

Partnership as provided by the preceding paragraph, the partners who receive

such distribution will be jointly liable for repayment of the Partnership's

obligations only to the extent of the Amount of Loss (except for the amount

that has been paid by such partners under the preceding paragraph).

Chapter V DISSOLUTION AND LIQUIDATION OF A PartNERSHIP

(Dissolution Events)

Article 37 A Partnership dissolves on the occurrence of any of the following

events; provided, however, that with respect to the events listed in item (ii) or

(iii) below, this does not apply if new partners (with respect to the events listed

in item (iii) below, partners who are Residents or Domestic Corporations) are

admitted within two (2) weeks from the date on which such event occurred and

on or before the date of the registration of dissolution:

(i) achievement of its business purposes or if such achievement becomes

impossible;

(ii) if there being only one remaining partner;

(iii) violation of paragraph 2 of Article 3;

(iv) expiration of the duration of a Partnership;

(v) consent of all partners; or

(vi) if any event other than those listed in each of the preceding items is

stipulated to be an event of dissolution in the Written Partnership

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Agreement, the occurrence of such event.

(Partnership in Liquidation)

Article 38 A Partnership which is dissolved pursuant to the preceding Article

shall be deemed to continue to exist, even after its dissolution, to the extent

necessary for the purposes of its liquidation until the liquidation is concluded.

(Liquidators)

Article 39 (1) If a Partnership is dissolved, partners shall become liquidators;

provided, however, that this does not apply in cases where a liquidator has

been appointed by a majority vote of all partners.

(2) If a liquidator has not been determined pursuant to the preceding paragraph,

a court shall, upon the motion of any interested person, appoint a liquidator.

(3) If a court appoints a liquidator pursuant to the preceding paragraph, the

partners shall be permitted to determine the amount of compensation payable

to such liquidator.

(Dismissal of Liquidators)

Article 40 (1) A liquidator (except for a liquidator appointed by the court

pursuant to paragraph 2 of the preceding Article) may be dismissed at any time.

(2) Dismissal as provided by the preceding paragraph is determined by a

majority vote of all partners, unless otherwise provided for in the Written

Partnership Agreement.

(3) If any material grounds exist, the court may dismiss a liquidator upon the

motion of any interested person, which includes a partner.

(Manner of Management by Liquidators)

Article 41 (1) If there are two or more liquidators, management relating to the

liquidation shall be decided by a majority of such liquidators; provided,

however, that each liquidator may manage ordinary business of the liquidation

in its sole discretion unless any other liquidator objects to such an act of the

liquidator before its completion.

(2) The liquidator shall manage the business of the Partnership in liquidation in

accordance with the decisions made as provided by the first sentence of the

preceding paragraph.

(3) Article 671 of the Civil Code applies mutatis mutandis to liquidators.

(Liability of Liquidator or Similar Person for Damages to a Third Party)

Article 42 (1) If a liquidator or a person appointed pursuant to paragraph 1 of

the following Article who is to perform the duties of a liquidator (such a

liquidator or person in this Article, a "Liquidator or Similar Person") has

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performed his or her duties with knowledge or with gross negligence, such

Liquidator or Similar Person will be liable for damages suffered by a third

party arising therefrom.

(2) In cases under the preceding paragraph, if any other Liquidator or Similar

Person is liable for such damages, such Liquidators and Similar Persons will be

joint and several obligors.

(Special Provisions where a Corporation is a Liquidator)

Article 43 (1) If a juridical person is a liquidator, such juridical person shall

appoint a person who is to perform the duties as the liquidator, and give notice

to the partners of the name and address of such person.

(2) Article 671 of the Civil Code applies mutatis mutandis with respect to the

person appointed pursuant to the preceding paragraph who is to perform the

duties of a liquidator.

(Preparation, Etc., of General Inventories)

Article 44 (1) The liquidator shall, without delay after assuming office as such,

make an investigation of the current status of the assets of the Partnership in

liquidation, prepare an inventory of property and balance sheet (the "General

Inventories") as of the date on which the Partnership falls under any of the

events referred to in each item of Article 37 as provided by Ordinance of the

Ministry of Economy, Trade and Industry, and notify each partner of the

details of the General Inventories.

(2) The liquidator shall preserve the General Inventories for a period from the

time at which the liquidator prepares the General Inventories to the time at

which the conclusion of liquidation is registered in the district in which the

principal office of the Partnership in liquidation is located.

(3) The liquidator shall, at the demand of a partner, report monthly on the status

of the liquidation.

(Order of Submission of General Inventories)

Article 45 A court may, upon motion or on its own authorization, order a party to

a lawsuit to submit all or part of the General Inventories.

(Public Notification, Etc., to Creditors)

Article 46 (1) A liquidator shall, without delay after assuming office as such,

give a public notification in the official gazette to the effect that the creditors

of the Partnership are called on to present their claims within a specified

period, and give individual peremptory notices to the same effect to the

creditors known to the Partnership; provided, however, that such specified

period shall not be less than two (2) months.

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(2) It shall also be stated in the public notification as provided pursuant to the

preceding paragraph that such creditor failing to present his or her claim

within the specified period will be excluded from the liquidation.

(Restrictions on Repayment of Obligations)

Article 47 (1) A liquidator shall not make any repayment of obligations of the

Partnership in liquidation within the period set out in paragraph 1 of the

preceding Article. In this case, a partner of the Partnership in liquidation is

not relieved from its liabilities resulting from a default in repayment of such

obligation.

(2) Notwithstanding the preceding paragraph, a liquidator may, with the

permission of the court, within the period as set out in paragraph 1 of the

preceding Article, make repayments of obligations in respect of claims of small

amounts, claims secured by security interests created over the assets of the

Partnership in liquidation or other claims that may not harm other creditors

even if the obligations are to be repaid. In this case, if there are two or more

liquidators, motion for the permission shall be made only upon the consent of

all liquidators.

(Repayment of Obligations for Conditional Claims, Etc.)

Article 48 (1) A liquidator may make repayments of obligations in respect of a

conditional claim, a claim with an indefinite duration or any other claim the

amount of which is indefinite. In this case, a liquidator shall file a motion to

the court for appointment of an appraiser to appraise the value of these claims.

(2) In cases under the preceding paragraph, a liquidator shall make repayments

of obligations in respect of the claims set out in the preceding paragraph in

accordance with the appraisal of an appraiser mentioned in the preceding

paragraph.

(3) The expenses in connection with the procedures for appointment of an

appraiser as set out in paragraph 1 shall be borne by the Partnership in

liquidation. The same shall apply to the expenses in connection with calling

and questioning for appraisal by the appraiser.

(Restrictions on Distribution of Residual Assets before Repayment of

Obligations)

Article 49 A liquidator may not distribute the assets of the Partnership in

liquidation to its partners until after all of the obligations of the Partnership in

liquidation have been repaid; provided, however, that this does not apply in

cases where the liquidator sets aside assets that he or she considers necessary

to repay any obligations of any claims disputed with respect to their existence

and amounts.

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(Exclusion from Liquidation)

Article 50 (1) Creditors of the Partnership in liquidation (excluding creditors

known to the Partnership) who fail to present their claims within the period as

specified in paragraph 1 of Article 46 shall be excluded from the liquidation.

(2) Creditors who have been excluded from the liquidation pursuant to the

preceding paragraph may only demand repayment out of the residual assets

that have not yet been distributed.

(3) If distribution of the residual assets of the Partnership in liquidation has

already been made to some of the partners, the assets that are required for

distribution to the other partners in equal proportion to the partners who have

already received the distribution shall be deducted from the residual assets set

out in the preceding paragraph.

(Completion of Liquidation Affairs)

Article 51 (1) When the liquidation affairs have been completed, the liquidator

shall without delay make a settlement of accounts with respect to the

liquidation and obtain approval from the partners.

(2) If a partner does not make an objection to the settlement of accounts

mentioned in the preceding paragraph within one (1) month, he or she shall be

deemed to have approved it; provided, however, that this does not apply in

cases where there has been any misconduct in connection with the execution of

the duty of the liquidator.

(Preservation of Financial Books)

Article 52 (1) The liquidator shall preserve financial books of the Partnership in

liquidation and material documents regarding the Partnership's business and

liquidation (in this Article, the "Financial Books") for ten (10) years from the

registration of the conclusion of liquidation in the district in which the

principal office of the Partnership in liquidation is located.

(2) Notwithstanding the preceding paragraph, if a person who is to preserve the

Financial Books is provided for in the Written Partnership Agreement or by a

majority of all partners, such person shall preserve the Financial Books for ten

(10) years from the registration of the conclusion of liquidation in the district

in which the principal office of the Partnership in liquidation is located.

(3) A court may, upon the motion of any interested person, appoint a person who

is to preserve the Financial Books on behalf of the liquidator mentioned in

paragraph 1 or the person who preserves the Financial Books pursuant to the

preceding paragraph. In this case, the two preceding paragraphs do not apply.

(4) The person who is appointed pursuant to the preceding paragraph shall

preserve the Financial Books for ten (10) years from the registration of the

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conclusion of liquidation in the district in which the principal office of the

Partnership in liquidation is located.

(5) The expenses in connection with the procedures for appointment as provided

by paragraph 3 shall be borne by the Partnership in liquidation.

(Mutatis Mutandis Application regarding Dissolution and Liquidation )

Article 53 (1) Article 23 applies mutatis mutandis to cases where a deputy acting

on behalf of a liquidator to perform the duties of the liquidator is appointed by

an order of provisional disposition.

(2) Paragraph 1 of Article 868, Article 869, Article 870 (limited to the portions

relating to item (ii) and item (iii)), Article 871, Article 872 (limited to the

portions relating to item (iv)), Article 874 (limited to the portions relating to

item (i) and item (iv)), Article 875, Article 876 and paragraph 1 of Article 937

(limited to the portions relating to item (ii)(c) and item (iii)(a)) of the

Companies Act apply mutatis mutandis to dissolution and liquidation of the

Partnership. In this case, all necessary technical replacements of terms shall

be provided by Cabinet Order.

(No Application)

Article 54 The provisions of Chapter III and the preceding Chapter (excluding

Article 28, paragraph 4 of Article 29, Article 30, paragraphs 4 through 6 of

Article 31 and Article 32) do not apply to a Partnership in liquidation.

(Special Provisions of Withdrawal due to Inheritance)

Article 55 In cases where a partner of the Partnership in liquidation dies, if

there are two or more heirs to such partner, such heirs shall appoint one heir

from among them to exercise such partner's rights in connection with the

liquidation.

Chapter VI MUTATIS MUTANDIS APPLICATION OF THE CIVIL CODE

Article 56 Article 668, Article 669, Article 671, Article 673, paragraph 2 of

Article 674, Article 676, Article 677, Article 681, Article 683, Article 684 and

Article 688 of the Civil Code apply mutatis mutandis with respect to a

Partnership.

Chapter VII REGISTRATION

(Registration of a Partnership Agreement's Taking Effect)

Article 57 When a Partnership Agreement takes effect, the following matters

shall be registered within two (2) weeks in the district in which the principal

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office is located and within three (3) weeks in the district in which the

secondary offices are located.

(i) The matters listed in items (i), (ii), and (iv) to (vi) inclusive of paragraph 3

of Article 4;

(ii) The location of office of the Partnership;

(iii) If a partner is a juridical person, the name and address of a person who is

to perform the duties of the partner; and

(iv) If any event other than those listed in items (i) to (v) inclusive of Article 37

is stipulated as an event of dissolution in the Written Partnership

Agreement, such event.

(Registration of Establishment of a Secondary Office)

Article 58 (1) If a secondary office is established after the registration of the

Partnership Agreement taking effect, such establishment of a secondary office

shall be registered in the district in which the principal office is located within

two (2) weeks, the matters listed in each item of the preceding Article shall be

registered in the district in which such secondary office is located within three

(3) weeks and the establishment of such secondary office shall be registered in

the districts in which other secondary offices are located within the same

period

(2) If a new secondary office is established in the geographical area of jurisdiction

of the registration office that is in charge of the district of the principal office,

or any secondary office, it is sufficient to register the fact that such new

secondary office has been established.

(Registration of Office Relocation)

Article 59 (1) If a Partnership relocates its principal office, the relocation shall

be registered within two (2) weeks in the district in which the former office was

located and the matters listed in each item of Article 57 shall be registered in

the district in which the new office is located. If a Partnership relocates a

secondary office, the relocation shall be registered within three (3) weeks in the

district in which the former office was located and the matters listed in each

item of Article 57 shall be registered within four (4) weeks in the district in

which the new office is located.

(2) If the principal office or a secondary office is only being relocated within the

geographical area of jurisdiction of the same registration office, it is sufficient

to just register such relocation.

(Registration of Changes)

Article 60 If a change in any of the matters listed in each item of Article 57

occurs, such change shall be registered within two (2) weeks in the district in

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which the principal office is located and within three (3) weeks in the districts

in which the secondary offices are located.

(Registration of Order of Provisional Disposition for Suspension of Business

Execution, Etc.)

Article 61 If a provisional disposition is ordered suspending the management of

the business by a partner or appointing a person to manage business on its

behalf or such a provisional disposition is changed or canceled, that fact shall

be registered in the districts in which the principal office and the secondary

offices are located.

(Registration of Dissolution)

Article 62 If a Partnership is dissolved, the dissolution shall be registered within

two (2) weeks in the district in which the principal office is located and within

three (3) weeks in the districts in which the secondary offices are located.

(Registration of Liquidator)

Article 63 (1) If a partner becomes a liquidator, the following matters shall be

registered within two (2) weeks from the date of dissolution in the district in

which the principal office is located and within three (3) weeks from the same

date in the districts in which the secondary offices are located:

(i) The name, or corporate name, and the address of the liquidator;

(ii) If a liquidator is a juridical person, the name and address of a person who

is to perform the duties of the liquidator.

(2) If a liquidator is elected, the matters referred to in each item of the preceding

paragraph shall be registered within two (2) weeks in the district in which the

principal office is located and within three (3) weeks in the districts in which

the secondary offices are located.

(3) Article 60 applies mutatis mutandis to the registration pursuant to the

preceding two paragraphs and Article 61 applies mutatis mutandis to

liquidators.

(Registration of Conclusion of Liquidation)

Article 64 Upon conclusion of the liquidation of a Partnership, the conclusion of

the liquidation of the Partnership shall be registered within two (2) weeks from

the date of approval as set out in Article 51 in the district in which the

principal office is located and within three (3) weeks from the same date in the

districts in which the secondary offices are located.

(Competent Registration Office and Registry)

Article 65 (1) The Legal Affairs Bureau or District Legal Affairs Bureau or a

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branch or sub-office there of in the district where the office of a Partnership is

located shall be the competent registration office with respect to the

registration of the Partnership Agreement.

(2) A Register of limited liability partnership agreements shall be maintained in

each registration office.

(Application for Registration)

Article 66 The registrations pursuant to Articles 57 to 60 inclusive shall be made

upon application by a partner and those pursuant to Articles 62 to 64 inclusive

shall be made upon application by a liquidator.

(Attachments to Registration of Partnership Agreement's Taking Effect)

Article 67 The following documents shall be attached to the application for

registration of the effectiveness of the Partnership Agreement:

(i) The Written Partnership Agreement;

(ii) A written document evidencing payment and delivery of the capital

contribution, as provided by paragraph 1 of Article 3; and

(iii) If a partner is a juridical person, the following written documents:

(a) A certificate of matters registered for such juridical person unless the

head office or principal office of such juridical person is located within the

geographical area of jurisdiction of the registration office;

(b) A written document of appointment of the person who is to perform the

duties of such partner; and

(c) A written document evidencing the acceptance of office by the person who

is to perform the duties of such partner.

(Attachments to Registration of Changes, Etc.)

Article 68 (1) In an application for registration of an establishment or relocation

of office or registration of any change in the matters listed in each item of

Article 57, a written document evidencing the establishment or relocation of

the office or the change in the registered matters shall be attached to the

application.

(2) In an application for registration of changes due to admittance of a new

partner that is a juridical person, written documents referred to in item (iii) of

the preceding Article shall be attached to the application.

(Attachments to Registration of Dissolution)

Article 69 In an application for registration of dissolution, a written document

evidencing the occurrence of an event of dissolution shall be attached to the

application.

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(Attachments to Registration of Liquidator)

Article 70 (1) In an application for registration of a liquidator where a person

referred to in the following each item becomes a liquidator, a written document

setting out the following each item shall be attached to the application:

(i) In the case of a person who is appointed pursuant to the proviso of

paragraph 1 of Article 39, the following written documents:

(a) A written document evidencing a majority vote of all partners; and

(b) A written document evidencing the acceptance of office by the appointed

person.

(ii) In the case of a person who is appointed by the court, a written document

evidencing such appointment.

(2) Article 67 (limited to portions relating to item (iii)) applies mutatis mutandis

with respect to the registration of a liquidator who is a juridical person.

(Attachments to Registration of Change regarding Liquidators)

Article 71 (1) In an application for registration of a change for the reason of

resignation of a liquidator, a written document evidencing such resignation

shall be attached to the application.

(2) In an application for registration of a change in the matters referred to in

each item of paragraph 1 of Article 63, a written document evidencing such

change in the registered matters shall be attached to the application.

(Attachments to Registration of Conclusion of Liquidation)

Article 72 In an application for registration of conclusion of liquidation, a

written document evidencing that a settlement of accounts in relation to

liquidation has been approved as provided by Article 51 shall be attached to

the application.

(Mutatis Mutandis Application of the Commercial Registration Law and the

Civil Provisional Relief Law)

Article 73 Articles 2 through 5, Articles 7 through 15, Article 17, Article 18,

Articles 19-2 through 24, Article 26, Article 27, Articles 48 through 53,

paragraph 1 of Article 71, and Articles 132 through 148 of the Commercial

Registration Law (Law No. 125 of 1963) and Article 56 of the Civil Provisional

Relief Law apply mutatis mutandis with respect to the registration of a

Partnership. In this case, the term "each item of paragraph 2 of Article 930 of

the Companies Act" mentioned in paragraph 2 of Article 48 of the Commercial

Registration Law shall be deemed to be replaced with "each item of Article 57

of the Limited Liability Partnership Act," the term "registration in the district

of new location" mentioned in Article 53 of the Commercial Registration Law

shall be deemed to be replaced with "in cases where the matters referred to in

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each item of Article 57 of the Limited Liability Partnership Act in the district

of new location", the term "persons representing the juridical person or other

directors, executive officers and statutory auditors of the juridical person"

mentioned in Article 56 of the Civil Provisional Relief Law shall be deemed to

be replaced with "partners or liquidators of the limited liability partnership,"

and the term "the head office or principal office and branches or secondary

offices of the juridical person" mentioned in Article 56 of the Civil Provisional

Relief Law shall be deemed to be replaced with the "principal office and

secondary offices of the limited liability partnership."

Chapter VIII REGISTRATION OF PROHIBITION ON Division OF

PartNERSHIP ASSETS

Article 74 (1) If the assets of a Partnership are the Rights to Real Estate

(meaning the rights referred to in each item of Article 3 of the Immovables

Registration Law (Law No. 123 of 2004); hereinafter the same shall apply in

the following paragraph), notwithstanding paragraph 2 of Article 676 of the

Civil Code, as applied mutatis mutandis under Article 56, and where the

provisions on the prohibition of partition of properties in co-ownership, as

provided in item (vi) of Article 59 of the Immovables Registration Law and

applied by being read with the replacement under the following paragraph, are

not registered, then it may not be asserted against a third party that it is

impossible to demand partition of the assets of the Partnership before

liquidation.

(2) Upon application of the Immovables Registration Law, if the assets of a

Partnership are the Rights to Real Estate, "or a ruling determined by the

Family Court that prohibits partition of properties in co-ownership or property

rights other than ownership that are an estate as provided by paragraph 3 of

Article 907 of the Civil Code" mentioned in item (vi) of Article 59 of the

Immovables Registration Law, then such shall be read as "a ruling determined

by the Family Court that prohibits partition of properties in co-ownership or

property rights other than ownership that are an estate as provided by

paragraph 3 of Article 907 of the Civil Code, or, if properties in co-ownership or

property rights other than ownership are the assets of a limited liability

partnership, a limited liability partnership agreement of such limited liability

partnership."

Chapter IX PENAL PROVISIONS

Article 75 In any of the following cases, partners or liquidators, or persons who

are appointed by an order of provisional disposition to perform the duties of

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partners or liquidators may be subject to a civil fine of no more than 1,000,000

yen; provided, however, that this does not apply in cases where such partners,

liquidators or persons are to be subject to a punishment of a criminal penalty

on account of the conduct in question:

(i) If they fail to perform the registration required by this Act;

(ii) If they fail to give public notification or notices required by this Act or give

unfair public notification or notices;

(iii) If they fail to stipulate or record the matters required to be stipulated or

recorded in the Written Partnership Agreement, accounting books, Financial

Statements or General Inventories, or make a false stipulation or record;

(iv) If they fail to keep the Financial Statements or Written Partnership

Agreement in violation of paragraph 4 or 5 of Article 31;

(v) If they refuse to permit the inspection or copying of the Financial

Statements or Written Partnership Agreement without justifiable reason in

violation of paragraph 6 of Article 31;

(vi) If they inappropriately specify the period mentioned in paragraph 1 of

Article 46 for the purpose of delaying conclusion of liquidation;

(vii) If they repay obligations in violation of paragraph 1 of Article 47; or

(viii) If they distribute the assets of the Partnership in liquidation in violation

of Article 49.

Article 76 A person who violates paragraph 1 of Article 8 of the Companies Act

as applied mutatis mutandis under paragraph 3 of Article 9 shall be subject to

a civil fine of no more than 200,000 yen.

Supplementary Provisions

(Effective Date)

Article 1 This Act shall come into force as from the date specified by a Cabinet

Order within a period not exceeding six (6) months from the date of

promulgation.

(Transitional Measures for Name of the Partnership)

Article 2 Paragraph 2 of Article 9 does not apply to a person who has actually

included in its name the phrase "Limited Liability Partnership" at the time of

enforcement of this Act for a period of six (6) months from the enforcement of

this Act.

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