Act on Japan Overseas Infrastructure Investment Corporation for Transport & Urban Development (Tentative translation)
Table of Contents
Chapter I General Provisions (Articles 1 to 7)
Chapter II Incorporation (Articles 8 to 13)
Chapter III Administration
Section 1 Directors (Articles 14 and 15)
Section 2 Committee for Japan Overseas Infrastructure Investment Corporation for Transport & Urban Development (Articles 16 to 21)
Section 3 Amendments to the Articles of Incorporation (Article 22)
Chapter IV Business Operations
Section 1 Scope of Business Operations (Article 23)
Section 2 Support Standards (Article 24)
Section 3 Implementation of Business Operations (Articles 25 to 27)
Chapter V State Assistance (Articles 28 and 29)
Chapter VI Finance and Accounting (Articles 30 to 33)
Chapter VII Supervision (Articles 34 to 36)
Chapter VIII Dissolution (Articles 37 and 38)
Chapter IX Miscellaneous Provisions (Article 39)
Chapter X Penal Provisions (Articles 40 to 46)
Supplementary Provisions
Chapter I General Provisions
(Purpose of the Organization)
Article 1 The Japan Overseas Infrastructure Investment Corporation for Transport & Urban Development is a stock company whose purpose is to contribute to the sustainable growth of Japan's economy through the provision of funds, experts and other forms of support to those who implement overseas infrastructure businesses for transport and urban development, utilizing expertise, technologies and know-how built up in Japan; it was established considering the circumstances that a considerable length of time is needed to recoup investments in overseas infrastructure projects, and changes in the business environment of such projects may create uncertainties in regard to their profitability, while the market is expected to grow and develop continuously.
(Definitions)
Article 2 (1) The term "Transportation Business" as used in this Act means each of the businesses listed below:
(i) The business of transporting passengers or freight using railway, motor vehicles, ships or airplanes and the business of transporting freight utilizing such business;
(ii) The business of operating or maintaining railway facilities, roads, ports and harbors or other facilities relating to transportation prescribed by Ordinance of the Ministry of Land, Infrastructure, Transport and Tourism (excluding the businesses listed in the preceding item).
(2) The term "Urban Development Business" as used in this Act means the businesses listed below:
(i) The business of developing or maintaining structures and sites, which contributes to the reasonable and sound utilization of land in cities and the enhancement of urban functions, and which meets the following requirements:
(a) The business involves the development of roads, parks, sewerage and other facilities for the public purposes prescribed by Ordinance of the Ministry of Land, Infrastructure Transport and Tourism; and
(b) The size of the area where the business operates exceeds the area specified by Ordinance of the Ministry of Land, Infrastructure, Transport and Tourism.
(ii) The business of operating or maintaining facilities specified by Ordinance of the Ministry of Land, Infrastructure, Transport and Tourism, which contributes to the enhancement of parks, sewerage, and other urban functions.
(3) The term "Relevant Business" as used in this Act means any Transportation Business or Urban Development Business, or any business supporting these businesses that is to be conducted overseas.
(Number)
Article 3 Japan Overseas Infrastructure Investment Corporation for Transport & Urban Development (hereinafter referred to as "the Organization") shall be limited to one incorporated company.
(Shares Owned by the Government)
Article 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 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 (Act No. 86 of 2005) (referred to as "Shares for Subscription" in Article 45, 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 (referred to as the "Bonds for Subscription" in Article 35 and the same item); or intends to issue shares, bonds or share options at share exchange; or intends to borrow funds , the Organization shall receive the authorization of the Minister of Land, Infrastructure, Transport and Tourism.
(2) The Organization shall, after it has issued shares through the exercise of share options, notify the Minister of Land, Infrastructure, Transport and Tourism of that fact without delay.
(3) The sum total at any time of the amount of the Organization's borrowings and the total principal amount of its obligations under bonds issued by the Obligation may not exceed the amount obtained by multiplying the total of the amount of its stated capital and the amount of the reserves of the Organization, by a factor prescribed by the applicable Cabinet Order.
(Contributions by the Government)
Article 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 7 (1) The Organization shall use the term "Japan Overseas Infrastructure Investment Corporation for Transport & Urban Development" in its trade name.
(2) Those other than the Organization shall not use the term "Japan Overseas Infrastructure Investment Corporation for Transport & Urban Development" in their names.
Chapter II Incorporation
(Matters Specified or Recorded in the Articles of Incorporation)
Article 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 (hereinafter referred to as "Shares Issued at Incorporation");
(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 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 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 Land, Infrastructure, Transport and Tourism and apply for authorization of incorporation.
Article 10 (1) In cases in which an application for authorization pursuant to the provisions of the preceding Article has been filed, the Minister of Land, Infrastructure, Transport and Tourism 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 the Relevant Business.
(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 Land, Infrastructure, Transport and Tourism shall give his/her authorization to the incorporation.
(Appointment and Dismissal of Directors at Incorporation and Auditors at Incorporation)
Article 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 Land, Infrastructure, Transport and Tourism.
(Replacement of Terms in the Provisions of the Companies Act)
Article 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 Japan Overseas Infrastructure Investment Corporation for Transport & Urban Development after the authorization set forth in Article 10, paragraph (2) of the Act on Japan Overseas Infrastructure Investment Corporation for Transport & Urban Development (Act No. 24 of 2014)"; 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 10, paragraph (2) of the Act on Japan Overseas Infrastructure Investment Corporation for Transport & Urban Development"; the phrase "the date of the certification of the articles of incorporation and the name of the notary public who effected such certification" in the same item shall be deemed to be replaced with "the date of the authorization set forth in Article 10, paragraph (2) of the Act on Japan Overseas Infrastructure Investment Corporation for Transport & Urban Development"; 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 12 of the Act on Japan Overseas Infrastructure Investment Corporation for Transport & Urban Development)."
(Exclusion from Application of Provisions of the Companies Act)
Article 13 The provisions of Article 30, paragraph (1) and Article 33 of the Companies Act shall not apply to the incorporation of the Organization.
Chapter III Administration
Section 1 Directors
(Resolution for the Appointment of Directors and Company Auditors)
Article 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 Land, Infrastructure, Transport and Tourism.
(Confidentiality Obligation of Directors)
Article 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.
Section 2: Committee for Japan Overseas Infrastructure Investment Corporation for Transport & Urban Development
(Installation)
Article 16 The Committee for Japan Overseas Infrastructure Investment Corporation for & Urban Development (hereinafter referred to as "the Committee") shall be established in the Organization.
(Authority)
Article 17 (1) The Committee shall make the rulings listed below:
(i) Rulings on business operators that are to be subject to the Relevant Business Support set forth in Article 25, paragraph (1), and on the substance of said Relevant Business Support;
(ii) Rulings on the transfer of shares, etc. or claims or other dispositions set forth in Article 27;
(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 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 Land, Infrastructure, Transport and Tourism.
(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 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; hereinafter the same shall apply in the following paragraph and paragraph (3)).
(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 Land, Infrastructure, Transport and Tourism, 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 (meaning a record prepared in an electronic form, a magnetic form, or any other form not recognizable to human perception, which is used in information processing by computers; hereinafter the same shall apply in this paragraph and in Article 2, item (ii) of the following paragraph), measures in lieu of the affixation of signatures or names and seals specified by Ordinance of the Ministry of Land, Infrastructure, Transport and Tourism 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 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 Land, Infrastructure, Transport and Tourism.
(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, paragraph (2) (limited to the portion pertaining to item (i)), Article 870-2, the main clause of Article 871, Article 872 (limited to the portion pertaining to item (v)), Article 872-2, 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 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.
Section 3: Amendments to the Articles of Incorporation
Article 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 Land, Infrastructure, Transport and Tourism.
Chapter IV Business Operations
Section 1: Scope of Business Operations
Article 23 (1) The Organization shall engage in the business operations listed below, for the purposes of achieving its objective:
(i) Making contributions to Relevant Business Operators (meaning business operators subject to support pursuant to the provisions in Article 25, paragraph (1) (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), an investment limited partnership provided for in Article 2, paragraph (2) of the Limited Partnership Act for Investment (Act No. 90 of 1998) or a limited liability partnership provided for in Article 2 of the Limited Liability Partnership Act (Act No. 40 of 2005), or any organization established in accordance with foreign acts that is similar to the said partnerships; the same shall apply hereinafter.) The same shall apply hereinafter.);
(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 relevant business operator;
(iii) Loaning of funds to a relevant 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 (Act No. 25 of 1948) and rights that are 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 (x)) issued by a relevant business operator and securities held by a relevant business operator;
(v) Acquisition of monetary claims against a relevant business operator and monetary claims held by a relevant business operator;
(vi) Guaranteeing of bonds issued by a relevant 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 relevant business operator;
(viii) Dispatch of engineers and other experts to a business operator who is undertaking or intending to undertake the Relevant Business;
(ix) Advising a business operator who is undertaking or intending to undertake the Relevant Business;
(x) Transfer or other disposition of shares, share options, equity or securities (referred to as "Shares, etc." in Article 27) that the Organization holds;
(xi) Administration of claims and their transfer or other disposition;
(xii) Necessary negotiations and investigations relating to the business operations listed in each of the preceding items;
(xiii) Investigations and provisions of information necessary for the promotion of the Relevant Business;
(xiv) Business operations incidental to those listed in each of the preceding items;
(xv) 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 (xv) of the preceding paragraph, it shall receive the approval of the Minister of Land, Infrastructure, Transport and Tourism in advance.
Section 2: Support Standards
Article 24 (1) The Minister of Land, Infrastructure, Transport and Tourism shall specify standards that the Organization shall comply with when deciding a business operator that is to be subject to support for the Relevant Business (limited to those undertaken through the business operators listed in items (i) to (vii) of paragraph (1) of the preceding Article; hereinafter such support shall be referred to as "Relevant Business Support") and deciding the substance of said Relevant Business Support,(hereinafter such standards shall be referred to as the "Support Standards" in this Article and paragraph (1) of the following Article),
(2) The Minister of Land, Infrastructure, Transport and Tourism shall consult with the Minister of Foreign Affairs; the Minister of Finance; and the Minister of Economy, Trade and Industry before establishing the Support Standards pursuant to the preceding paragraph.
(3) When the Minister of Land, Infrastructure, Transport and Tourism has specified the Support Standards pursuant to the provisions of paragraph (1), he/she shall make those standards public.
Section 3: Implementation of Business Operations
(Decision of Support)
Article 25 (1) When the Organization intends to provide Relevant Business Support, it shall determine the business operator that is to be subject to it and the substance of the Relevant Business Support, in accordance with the Support Standards.
(2) When the Organization intends to make a decision on whether or not to provide Relevant Business Support, it shall obtain the prior approval of the Minister of Land, Infrastructure, Transport and Tourism, to such decision.
(3) The Minister of Land, Infrastructure, Transport and Tourism shall consult with the Minister of Foreign Affairs, the Minister of Finance, and the Minister of Economy, Trade and Industry before granting the approval under the preceding paragraph.
(Revocation of the Decision of Support)
Article 26 (1) In the case set forth below, the Organization shall promptly revoke the decision pursuant to the provisions of paragraph (1) of the preceding Article (referred to as the "Decision of Support" in the following paragraph):
(i) When a Relevant Business Operator does not undertake Relevant Business;
(ii) When a Relevant 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 Relevant Business Operator of that fact.
(Transfer and Other Disposition of Shares)
Article 27 When the Organization intends to make decisions on the transfer and other dispositions of Shares, etc. or claims pertaining to a Relevant Business Operator that it holds, the Organization shall obtain prior approval of the Minister of Land, Infrastructure, Transport and Tourism.
Chapter V State Assistance
(State Assistance)
Article 28 (1) The Minister of Land, Infrastructure, Transport and Tourism and heads of national administrative organs shall endeavor to provide the Organization and Relevant 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 Land, Infrastructure, Transport and Tourism 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 Relevant Business Operators.
(Financial Measures)
Article 29 The Government shall endeavor to take necessary financial measures and other measures to promote businesses that may contribute to the smooth and reliable implementation of the Relevant Business Support and other Relevant Businesses.
Chapter VI Finance and Accounting
(Approval of Budget)
Article 30 (1) Before the start of each business year, the Organization shall submit its budget for the relevant business year to the Minister of Land, Infrastructure, Transport and Tourism. This submission requirement shall also apply when the Organization intends to make any changes to those documents.
(2) Documents related to the business plan and financial plan for the relevant business year shall be attached to the budget referred to in the preceding paragraph.
(Resolution on Dividends of Surplus)
Article 31 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 Land, Infrastructure, Transport and Tourism.
(Financial Statements)
Article 32 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 Land, Infrastructure, Transport and Tourism.
(Government Guarantee)
Article 33 Notwithstanding the provisions of Article 3 of the Act on Restrictions on Financial Assistance by the Government to Corporations (Act No. 24 of 1946), the government may enter into contracts of guarantee with regard to the obligations pertaining to the corporate bonds or borrowings of the Organization referred to in Article 5, paragraph (1), provided that any such guarantee shall not exceed the relevant amount approved by a resolution of the Diet.
Chapter VII Supervision
(Supervision)
Article 34 (1) The Organization shall be supervised by the Minister of Land, Infrastructure, Transport and Tourism in accordance with what is provided for in this Act.
(2) When the Minister of Land, Infrastructure, Transport and Tourism 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.
(Consultation with the Minister of Finance)
Article 35 When the Minister of Land, Infrastructure, Transport and Tourism intends to give the approval set forth in Article 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), Article 10, paragraph (2), Article 22, Article 23, paragraph (2), Article 30, paragraph (1), Article 31 or Article 38, he/she shall consult with the Minister of Finance.
(Evaluation on Performance of Business Operations)
Article 36 (1) The Minister of Land, Infrastructure, Transport and Tourism shall make evaluations with respect to the performance of business operations by the Organization for each business year.
(2) When the Minister of Land, Infrastructure, Transport and Tourism has made evaluations set forth in the preceding paragraph, he/she shall notify the Organization of the results of said evaluation and make them public without delay.
Chapter VIII Dissolution
(Dissolution of the Organization)
Article 37 The Organization shall be dissolved through the completion of the business operations listed in each item of Article 23, paragraph (1).
(Resolutions on Mergers)
Article 38 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 Land, Infrastructure, Transport and Tourism.
Chapter IX Miscellaneous Provisions
(Collection of Reports)
Article 39 (1) When the Minister of Land, Infrastructure, Transport and Tourism considers it necessary for the enforcement of this Act, he/she may order the Organization to submit a report on its business, 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.
(2) Personnel conducting on-site inspections pursuant to the provisions of the preceding paragraph shall carry a certificate of identification and display it to the persons concerned.
(3) The authority to conduct on-site inspections pursuant to the provisions of paragraph (1) shall not be construed as being approved for the purposes of a criminal investigation.
Chapter X Penal Provisions
Article 40 (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 41 (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 42 (1) The crime set forth in Article 40, 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 Article 2 of the Penal Code (Act No. 45 of 1907).
Article 43 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 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 44 In cases in which a report has not been made pursuant to the provisions of Article 39, paragraph (1), 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 45 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 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 5, paragraph (2);
(iii) When a person has neglected to make a registration, in violation of the provisions of Article 21, paragraph (1) or paragraph (4);
(iv) When a person has undertaken business operations, in violation of the provisions of Article 23, paragraph (2);
(v) When a person has made a decision in violation of the provisions of Article 25, paragraph (2) or Article 27, paragraph (1);
(vi) When the Organization has failed to obtain an approval for the budget, in violation of the provisions of Article 30, paragraph (1);
(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 32;
(viii) When a person has violated an order issued pursuant to the provisions of Article 34, paragraph (2).
Article 46 When a person has used the term "Japan Overseas Infrastructure Investment Corporation for Transport & Urban Development" in its name, in violation of the provisions of Article 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 force as of the date specified by Cabinet Order which shall be within a period not exceeding three months from the date of promulgation; provided, however, that the provisions of Article 6 of the Supplementary Provisions shall come into force as of the date of promulgation of the Act on Preparation, etc. of the Relevant Acts Accompanying the Enforcement of the Act for Partial Revision of the Companies Act (Act No.__ of 2014) or the date of promulgation of this Act, whichever comes later.
(Transitional Measures)
Article 2 The provisions of Article 7, paragraph (2) shall not apply, for a period of six months from the effective date of this Act, to any person whose name, at the time this Act comes into force, includes the characters "Japan Overseas Infrastructure Investment Corporation for Transport & Urban Development."
Article 3 With regard to the budget of the Organization for the business year in which it was incorporated, the phrase "before the start of each business year" in Article 30, paragraph (1) shall be deemed to be replaced with "without delay after the incorporation of the Organization."
(Review)
Article 4 The government shall review the status of enforcement of this Act every five years after this Act comes into force and shall take necessary measures based on the results of such review.