Supplementary Provisions, Article 8Penal Provisions Concerning Change of Organization
第八条（組織変更に係る罰則）
If a member who executes the business of a company or that member's proxy to execute the business, or a director of a stock company or a proxy to perform the duties of a director under Article 258, paragraph (2) of the Commercial Code, Article 270, paragraph (1) of the Commercial Code before the amendment, or Article 67-2 of the Commercial Code as applied mutatis mutandis pursuant to Article 188, paragraph (3) of the Commercial Code as amended, falls under any one of the following items, the person is subject to a civil fine of 1,000,000 yen or less; provided, however, that this does not apply where a penalty is to be imposed for the act.
会社の業務を執行する社員若しくはその業務代行者又は株式会社の取締役若しくは商法第二百五十八条第二項、改正前の商法第二百七十条第一項若しくは改正後の商法第百八十八条第三項において準用する商法第六十七条ノ二の取締役の職務代行者が次の各号の一に該当するときは、百万円以下の過料に処する。ただし、その行為について刑を科すべきときは、この限りでない。
when the person neglects to make a registration in violation of the provisions of Article 66 of the Limited Liability Companies Act as applied mutatis mutandis pursuant to Article 5, paragraph (4) of the Supplementary Provisions (including as applied mutatis mutandis pursuant to Article 6, paragraph (4) of the Supplementary Provisions; hereinafter the same applies in this Article);
when the person neglects to give public notice or notice, or gives false public notice or notice, in violation of the provisions of Article 64, paragraph (2) or Article 64-3 of the Limited Liability Companies Act as amended, as applied mutatis mutandis pursuant to Article 5, paragraph (4) of the Supplementary Provisions;
附則第五条第四項において準用する改正後の有限会社法第六十四条第二項又は第六十四条ノ三の規定に違反して公告若しくは通知をすることを怠り、又は不正の公告若しくは通知をしたとき。
when the person changes the organization in violation of the provisions of Article 100 of the Commercial Code as applied mutatis mutandis pursuant to Article 5, paragraph (4) of the Supplementary Provisions;
附則第五条第四項において準用する商法第百条の規定に違反して組織変更をしたとき。
when the person neglects to dispose of shares in violation of the provisions of Article 211 of the Commercial Code as applied mutatis mutandis pursuant to Article 5, paragraph (5) of the Supplementary Provisions (including as applied mutatis mutandis pursuant to Article 6, paragraph (4) of the Supplementary Provisions).
director
取締役
An officer of a stock company, elected by the shareholders meeting (Companies Act, Article 329, paragraph (1)). Every stock company has at least one (Article 326, paragraph (1)). Where there is no board of directors, the directors run the company's business unless the articles of incorporation say otherwise (Article 348, paragraph (1)), and each of them represents it unless the company has chosen representative directors (代表取締役) or others to do that (Article 349, paragraphs (1) and (3)). Where there is a board (取締役会, board of directors), the directors are its members, and the board decides the business and normally chooses the representative directors from among them (Article 362). The term normally runs to the annual shareholders meeting for the last business year ending within two years of election (Article 332, paragraph (1)).
Written by AI using Companies Act, Arts. 326, 329, 332, 348, 349, 362 as a reference.
registration
登記
Entry in a public register kept by a registry office (登記所) — a Legal Affairs Bureau or one of its branch offices — so that the matter is made public (Real Property Registration Act, Articles 1 and 6, paragraph (1)). Rights in land and buildings, such as ownership, a superficies (地上権), a statutory lien (先取特権), a mortgage and a right of lease (賃借権), can be registered under that Act (Article 3), and matters the Commercial Code, the Companies Act and other Acts require to be registered are registered under the Commercial Registration Act (Article 1). Registration also lets a right be asserted against third parties: acquiring, losing or changing a right in rem (物権) in land or a building, such as ownership, cannot be asserted against third parties until it is registered (Civil Code, Article 177), and a matter the Companies Act requires to be registered cannot be asserted against a third party who does not know of it until it has been registered, nor, even after that, against one who had a justifiable reason for not knowing of the registration (Companies Act, Article 908, paragraph (1)).
Written by AI using Real Property Registration Act, Arts. 1, 3, 6, Commercial Registration Act, Art. 1, Civil Code, Art. 177 and Companies Act, Art. 908 as a reference.