Chapter I General Provisions (Articles 685 to 701)
The law as Act on the Arrangement of Related Acts to Promote the Use of Information and Communications Technology in Civil Procedures, etc. (Act No. 53 of 2023) leaves it, with the words it changes marked.
The main text is read a page at a time: a chapter to a page, and a long chapter in runs of articles. The whole main text, and the supplementary provisions and appended tables this amendment changes. Those it leaves untouched are on the page for the text in force.
Article 685第六百八十五条
Notices to Bondholders（社債権者に対する通知等）
Article 685, paragraph (1)
It is sufficient for a notice or demand letter to bondholders to be sent by a bond-issuing company to the address of relevant bondholders which has been entered or recorded in the bond register (or, if relevant bondholders notify the bond-issuing company of a different place or contact address for receipt of notices or demand letters, to the place or contact address).
The notices or demand letters referred to in the preceding paragraph are deemed to have arrived at the time when the notice or demand letter should normally have arrived.
前項の通知又は催告は、その通知又は催告が通常到達すべきであった時に、到達したものとみなす。
Article 685, paragraph (3)
If a bond is co-owned by two or more persons, the co-owners must specify one person to receive the notices or demand letters sent by the bond-issuing company to bondholders and notify relevant bond-issuing company of the name of that person. In these cases, that person is deemed to be the bondholder and the provisions of the preceding two paragraphs apply mutatis mutandis.
If there is no notice by co-owners under the provisions of the preceding paragraph, it is sufficient for a notice or demand letter sent by a bond-issuing company to the co-owners of the bondholders if it is sent to one of them.
The provisions of the preceding paragraphs apply mutatis mutandis to the cases where, when the notice in Article 720, paragraph (1) is given, a document is delivered or matters to be stated in relevant document are provided to the bondholders by an electronic or magnetic means. In these cases, the phrase "to have arrived" in paragraph (2) is deemed to be replaced with "to have been effected by delivery of relevant documents or the provision of relevant matters by electronic or magnetic means".
If a bond is co-owned by two or more persons, the co-owners may not exercise their rights in relation to relevant bond unless they specify one person to exercise the rights in relation to relevant bond, and notify the company of the name of that person; provided, however, that this does not apply if the company has agreed to the exercise of relevant rights.
Transfer of bonds with Issued Certificates（社債券を発行する場合の社債の譲渡）
Article 687, paragraph (1)
Transfer of bonds for which there are provisions to the effect that bond certificates are issued does not become effective unless bond certificates relating to relevant bonds are delivered.
The transfer of bonds cannot be asserted against the bond-issuing company and other third parties unless the name and addresses of the persons who acquire those bonds is stated or recorded in the bond register.
For the purpose of the application of the provisions of the preceding paragraph if there are provisions to the effect that bond certificates are issued with respect to relevant bonds, the term "the bond-issuing company and other third parties" in that paragraph is deemed to be replaced with "the bond-issuing company".
The provisions of the preceding two paragraphs do not apply to bearer bonds.
前二項の規定は、無記名社債については、適用しない。
Article 689第六百八十九条
Presumption of Rights（権利の推定等）
Article 689, paragraph (1)
A possessor of bond certificates is presumed to be the lawful owner of the right in relation to the bonds for relevant bond certificates.
社債券の占有者は、当該社債券に係る社債についての権利を適法に有するものと推定する。
Article 689, paragraph (2)
A person who takes the delivery of bond certificates acquires the rights in relation to the bonds for relevant bond certificates; provided, however, that this does not apply if that person has acted in bad faith or with gross negligence.
Entering or Recording Information Required to Be Entered in the Bond Register without a Request from Bondholders（社債権者の請求によらない社債原簿記載事項の記載又は記録）
Article 690, paragraph (1)
In a case as provided in one of the following items, a bond-issuing company must enter or record in the bond register the information that is required to be entered in the bond register with respect to the bondholder referred to in that item:
if the bondholders have acquired the bonds of relevant bond-issuing company;
当該社債発行会社の社債を取得した場合
Article 690, paragraph (1), item (ii)
if the bondholders have disposed of own bonds held by the bond-issuing company.
当該社債発行会社が有する自己の社債を処分した場合
Article 690, paragraph (2)
The provisions of the preceding paragraph do not apply to any bearer bond.
前項の規定は、無記名社債については、適用しない。
Article 691第六百九十一条
Entering or Recording Information Required to Be Entered in the Bond Register as Requested by Bondholders（社債権者の請求による社債原簿記載事項の記載又は記録）
Article 691, paragraph (1)
A person (other than the bond-issuing company in question) that has acquired bonds from any person other than the bond-issuing company may request that relevant bond-issuing company enter or record in the bond register the information that is required to be entered in the bond register with respect to relevant bonds.
Except for the cases prescribed by Ministry of Justice Order as the case of no likelihood of harm to interested parties, requests under the provisions of the preceding paragraph must be made jointly with the person entered or recorded in the bond register as the holder of the bonds so acquired, or the person's general successor including the person's heir.
The provisions of the preceding two paragraphs do not apply to any bearer bond.
前二項の規定は、無記名社債については、適用しない。
Article 692第六百九十二条
Pledging bonds with Issued Certificates（社債券を発行する場合の社債の質入れ）
Article 692, paragraph (1)
Pledging bonds for which there are provisions to the effect that bond certificates are issued does not become effective, unless bond certificates relating to relevant bonds are delivered.
Pledging bonds cannot be asserted against the bond-issuing company and other third parties unless the names and addresses of the pledgees are entered or recorded in the bond register.
Notwithstanding the provisions of the preceding paragraph, a pledgee of bonds for which there are provisions to the effect that bond certificates are issued may not assert the pledge against the bond-issuing company and other third parties unless the pledgee is in continuous possession of the bond certificates relating to relevant bonds.
The provisions of the preceding paragraph do not apply if there are provisions to the effect that bond certificates will be issued.
前項の規定は、社債券を発行する旨の定めがある場合には、適用しない。
Article 695第六百九十五条
Delivery of Documents Showing Information That Has Been Entered in the Bond Register Regarding Pledges（質権に関する社債原簿の記載事項を記載した書面の交付等）
Article 695, paragraph (1)
A pledgee whose information as set forth in each of the items of paragraph (1) of the preceding Article has been entered or recorded in the bond register may file a request with the bond-issuing company to be issued a document showing the information set forth in each of the items of that paragraph which has been entered or recorded in the bond register with respect to that pledgee, or to be provided with the electronic or magnetic record in which that information has been recorded.
The documents in the preceding paragraph must be affixed with the signature, or name and seal, of a representative of the bond-issuing company.
前項の書面には、社債発行会社の代表者が署名し、又は記名押印しなければならない。
Article 695, paragraph (3)
With respect to the electronic or magnetic record in paragraph (1), the representative of the bond-issuing company must implement measures in lieu of the affixation of signature, or name and seal prescribed by Ministry of Justice Order.
Perfection Requirements for Bonds Belonging to Trust Properties（信託財産に属する社債についての対抗要件等）
Article 695-2, paragraph (1)
With regard to bonds, it may not be asserted against a bond-issuing company or other third party that the bonds belong to the trust property unless it is entered or recorded in the bond register that the bonds belong to the trust property.
If bonds held by bondholders under Article 681, item (iv) belong to the trust property, the bondholders may request the bond-issuing company to enter or record this in the bond register.
For the purpose of application of the provisions of Article 682, paragraph (1) and Article 690, paragraph (1) to cases where entry or record is made in the bond register pursuant to the provisions of the provisions of the preceding paragraph, "the information required to be entered in the bond register which has been entered or recorded in the bond register with respect to that bondholder" in Article 682, paragraph (1) is deemed to be replaced with "the information required to be entered in the bond register which has been entered or recorded in the bond register with respect to that bondholder (including the fact that bonds held by the bondholder belong to the trust property) and "information that is required to be entered in the bond register with respect to the bondholder referred to in that item" in Article 690, paragraph (1) is deemed to be replaced with "information that is required to be entered in the bond register with respect to the bondholder referred to in that item register (including the fact that bonds held by the bondholder belong to the trust property)".
The provisions of the preceding three paragraphs do not apply to bonds for which there are provisions to the effect that bond certificates are not issued.
前三項の規定は、社債券を発行する旨の定めがある社債については、適用しない。
Article 696第六百九十六条
Issuing of Bond Certificates（社債券の発行）
Article 696, paragraph (1)
A bond-issuing company must, without delay after the day of a bond issue for which there are provisions to the effect that bond certificates are issued, issue bond certificates to represent those bonds.
Matters to Be Stated on Bond Certificates（社債券の記載事項）
Article 697, paragraph (1)
A bond-issuing company must state the following matters and the serial number on a bond certificate, and the representative of the bond-issuing company must affix the representative's signature, or name and seal:
the amount of bonds relating to relevant bond certificates;
当該社債券に係る社債の金額
Article 697, paragraph (1), item (iii)
the class of bonds relating to relevant bond certificates.
当該社債券に係る社債の種類
Article 697, paragraph (2)
Coupons may be attached to bond certificates.
社債券には、利札を付することができる。
Article 698第六百九十八条
Conversions between Registered Bonds and Bearer Bonds（記名式と無記名式との間の転換）
Article 698, paragraph (1)
Holders of bonds for which bond certificates are issued may demand at any time that the bond-issuing company convert their registered bond certificates into bearer bond certificates, or convert their bearer bond certificates into registered bond certificates, except if there is an arrangement under provisions with respect to the matters set forth in Article 676, item (vii) that relevant conversion is not possible.
Bond certificates may be invalidated pursuant to the public notification procedures under Article 100 of the Non-Contentious Cases Procedures Act.
社債券は、非訟事件手続法第百条に規定する公示催告手続によって無効とすることができる。
Article 699, paragraph (2)
Persons who have lost bond certificates may not request the reissuing of their bond certificates until after they obtain the invalidation provided for in Article 106, paragraph (1) of the Non-Contentious Cases Procedures Act.
Redemption of Bonds Where Coupons Missing（利札が欠けている場合における社債の償還）
Article 700, paragraph (1)
If a bond-issuing company redeems a bond for which a bond certificate is issued before it matures, if a coupon attached to the bond is missing, the bond-issuing company must deduct the amount of the claim for interest on the bond indicated on coupon from the redemption amount; provided, however, that this does not apply if relevant claim has fallen due.
The possessor of the coupon in the preceding paragraph may demand at any time that the bond-issuing company pay the amount that must be deducted under the provisions of that paragraph in exchange for the coupon.
Extinctive Prescription of Right to Claim Redemption of Bonds（社債の償還請求権等の消滅時効）
Article 701, paragraph (1)
The right to claim the redemption of bonds will be extinguished by prescription if not exercised for ten years from the time that this right can be exercised.
社債の償還請求権は、これを行使することができる時から十年間行使しないときは、時効によって消滅する。
Article 701, paragraph (2)
The right to claim interest on bonds and the right to claim under the provisions of paragraph (2) of the preceding Article will be extinguished by prescription if not exercised for five years from the time that these rights can be exercised.
The day a law or an amendment starts to apply. It is often months or years after promulgation, so that people have time to prepare. The Ministry of Justice's English usually says a law "comes into force" or "comes into effect", and sometimes calls the day its "enforcement date". Its "enforcement" more often means the word's other sense, carrying a law out, as in an Order for Enforcement (施行令), the Cabinet Order (政令) that sets out the details for carrying out an Act.
Rules made by the Cabinet to carry out the Constitution and Acts. A Cabinet Order cannot impose duties, restrict rights or set penalties unless an Act delegates that to it.