Financial Instruments and Exchange Act

A creditor that submits its claim after the lapse of the period referred to in paragraph (1) of the preceding Article may only make a claim against assets which, after all debts of the financial instruments membership corporation have been fully paid, have not yet been delivered to the person with vested rights.

If it becomes apparent during the liquidation process that the assets of a financial instruments membership corporation are not sufficient to fully pay its debts, the liquidator must immediately file a petition to commence bankruptcy proceedings, and make public notice indicating this.

If a financial instruments membership corporation in liquidation becomes subject to an order to commence bankruptcy proceedings, once the administration of the relevant procedures is transferred to the bankruptcy trustee the liquidator's duties are complete.

In the case provided for in the preceding paragraph, if a financial instruments membership corporation in liquidation has already paid money to a creditor or delivered an asset to the person with vested rights, the bankruptcy trustee may retrieve such money or asset.

The public notice under the provisions of paragraph (1) is made through publication in the Official Gazette.

The dissolution and liquidation of a financial instruments membership corporation is subject to the supervision of the court.

The court may, by its own authority, conduct any examination that is necessary for the supervision referred to in the preceding paragraph, at any time.

When the liquidation process has been completed, the liquidator must notify the Prime Minister of this.

The provisions of Article 492, paragraphs (1) and (3) of the Companies Act and Article 507 (excluding paragraph (2)); Article 644 (excluding item (iii)); Article 647, paragraphs (1) and (4); Article 650, paragraph (2); Article 655, paragraphs (1) through (5); and Articles 662 through 664 of that Act apply mutatis mutandis to the dissolution and liquidation of a financial instruments membership corporation. In this case, in Article 492, paragraph (1) of that Act, the phrase "liquidators (or, for companies with board of liquidators, liquidators set forth in each item of Article 489, paragraph (7))" is deemed to be replaced with "A liquidator"; in that paragraph and Article 507, paragraph (1) of that Act, the term "Ministry of Justice Order" is deemed to be replaced with "Cabinet Office Order"; in Article 492, paragraph (3) and Article 507, paragraph (3) of that Act, the term "shareholders meeting" is deemed to be replaced with "general meeting"; in Article 644, item (i) of that Act, the phrase "Article 641, item (v)" is deemed to be replaced with "Article 100, paragraph (1), item (iii) of the Financial Instruments and Exchange Act"; in Article 647, paragraph (1), item (i) of that Act, the phrase "A partner that executes the operations" is deemed to be replaced with "A president and a board member"; in item (iii) of that paragraph, the phrase "prescribed by the consent of a majority of partners (or, if partners that execute the operations are provided for in the articles of incorporation, those partners)" is deemed to be replaced with "appointed by general meeting resolution"; in Article 655, paragraph (3) of that Act, the phrase "from among themselves" is deemed to be replaced with "from among themselves or based on a general meeting resolution"; in paragraph (4) of that Article, the phrase "partners that execute the operations" is deemed to be replaced with "president or board members", the phrase "if the partners that represent the membership company are already prescribed" is deemed to be replaced with "if the president or the board members that represent the mutually owned company are already prescribed in the articles of incorporation", and the phrase "such partners that represent" is deemed to be replaced with "such president or board member (excluding president or board member whose authority of representation is limited by the articles of incorporation) that represent"; and any other necessary technical replacement of terms is specified by Cabinet Order.

The provisions of Article 868, paragraph (1) of the Companies Act; Article 871; Article 874 (limited to the part that involves item (i)); Article 875; and Article 876 of that Act apply mutatis mutandis to the liquidation of a financial instruments membership corporation. In such a case, the necessary technical replacement of terms is specified by Cabinet Order.

The district court for the principal office location of a financial instruments membership corporation has jurisdiction over a case that involves the liquidator of that financial instruments membership corporation.

A judicial decision appointing the liquidator of a financial instruments membership corporation may not be appealed.

If the court appoints a liquidator for a financial instruments membership corporation pursuant to the provisions of Article 100-9, it may order the financial instruments membership corporation to pay the liquidator remuneration. The amount of remuneration paid to a liquidator is determined by the court, after hearing the statement of that liquidator and of an auditor.

Deleted.

The court may appoint an examiner to conduct the examinations that are necessary for supervising the dissolution and liquidation of a financial instruments membership corporation.

The provisions of Articles 100-19 and 100-20 apply mutatis mutandis if the court appoints an examiner pursuant to the provisions of the preceding paragraph.

The court supervising the dissolution and liquidation of a financial instruments membership corporation may seek the opinion of, or commission an investigation by, the Prime Minister.

The Prime Minister may state an opinion to the court prescribed in the preceding paragraph.

The provisions of Article 88-9 and Articles 88-12 through 88-15 apply mutatis mutandis when a liquidator performs their duties.

The provisions of Article 71, paragraph (1) of the Commercial Registration Act apply mutatis mutandis to registration of the dissolution of a financial instruments membership corporation under this Act.

An incorporated association-operated financial instruments exchange may become an incorporated financial instruments exchange through an entity conversion.

In order to implement the entity conversion referred to in the preceding Article (hereinafter referred to as an "entity conversion" in this Division), an incorporated association-operated financial instruments exchange must prepare an entity conversion plan and have it approved by general meeting resolution.

An incorporated association-operated financial instruments exchange may not adopt a resolution for an entity conversion without the affirmative votes of three-fourths or more of all the members; provided, however, that this does not apply if otherwise provided for in the articles of incorporation.

To convene the general meeting referred to in paragraph (1), an outline of the entity conversion plan and the articles of incorporation of the stock company after the entity conversion (hereinafter referred to as the "incorporated financial instruments exchange after entity conversion" in this Division), must be presented by at least five days prior to the day of the meeting, in addition to the purpose of the meeting.

If an incorporated association-operated financial instruments exchange implements an entity conversion, that incorporated association-operated financial instruments exchange must provide for the following matters in the entity conversion plan:

the purpose, trade name, location of the head office, and total number of authorized shares in the incorporated financial instruments exchange after entity conversion;

beyond what is set forth in the preceding item, particulars that are specified by the articles of incorporation of the incorporated financial instruments exchange after entity conversion;

the names of directors and name of the accounting auditor of the incorporated financial instruments exchange after entity conversion;

the particulars specified in the relevant of the following (a) and (b) for the category of cases set forth in (a) and (b):

if the incorporated financial instruments exchange after entity conversion will be a company with accounting advisors:the names of the accounting advisors of the incorporated financial instruments exchange after entity conversion; or

if the incorporated financial instruments exchange after entity conversion will be a company with company auditors:the names of the company auditors of the incorporated financial instruments exchange after entity conversion;

the number of shares in the incorporated financial instruments exchange after entity conversion which the members of the incorporated association-operated financial instruments exchange implementing the entity conversion will acquire upon entity conversion (if the incorporated financial instruments exchange after the entity conversion will be a company with class shares, the classes of shares and the number of shares in each class) or the method of calculating the number;

the particulars of the allotment of the shares referred to in the preceding item to members of the incorporated association-operated financial instruments exchange implementing the entity conversion;

if the incorporated financial instruments exchange after entity conversion, upon implementation of the entity conversion, will deliver money to the members of the incorporated association-operated financial instruments exchange implementing the entity conversion, the amount of money or the method of calculating the amount;

in the case prescribed in the preceding item, the particulars of the allotment of the money referred to in that item to the members of the incorporated association-operated financial instruments exchange implementing the entity conversion;

the particulars of the amount of stated capital and reserve funds of the incorporated financial instruments exchange after entity conversion; and

the day on which the entity conversion will become effective (hereinafter referred to as the "effective date" in this Division), and other matters specified by Cabinet Office Order.

If the incorporated financial instruments exchange after entity conversion is a company with supervisory committee, the matters set forth in item (iii) of the preceding paragraph (limited to the names of directors of the incorporated financial instruments exchange after entity conversion) must be provided separately with regard to directors that are to be supervisory committee members and any other directors.

During the period from five days prior to the day of the general meeting set referred to in paragraph (1) of the preceding Article until the day immediately before the effective date, an incorporated association-operated financial instruments exchange implementing an entity conversion must keep the documents or electronic or magnetic records in which a record of the particulars of the entity conversion plan and other particulars specified by Cabinet Office Order are stated or recorded, at its principal office.

The member or creditor of an incorporated association-operated financial instruments exchange implementing an entity conversion may make the following requests of the incorporated association-operated financial instruments exchange at any time during its business hours; provided, however, that in making the request set forth in item (ii) or (iv), the member or creditor must pay the cost determined by the incorporated association-operated financial instruments exchange:

a request to inspect a document referred to in the preceding paragraph;

a request to be issued a certified copy or extract of a document set forth in the preceding paragraph;

a request to inspect a thing that displays the particulars that have been recorded in the electronic or magnetic records referred to in the preceding paragraph, through a means specified by Cabinet Office Order; and

a request to be provided with the particulars that have been recorded in the electronic or magnetic records referred to in the preceding paragraph by an electronic or magnetic means specified by Cabinet Office Order, or a request to be issued a document that states those particulars.

The creditor of an incorporated association-operated financial instruments exchange implementing an entity conversion may state an objection to the incorporated association-operated financial instruments exchange with regard to the entity conversion.

An incorporated association-operated financial instruments exchange implementing an entity conversion must issue public notice of the following particulars in the Official Gazette, and must issue a notice of those particulars to its known creditors individually; provided, however, that the period set forth in item (ii) may not be less than one month:

that an entity conversion will be implemented; and

that a creditor may state an objection within a specified period.

If a creditor does not state an objection within the period set forth in item (ii) of the preceding paragraph, the creditor is deemed to accept the entity conversion.

If a creditor states an objection within the period referred to in paragraph (2), item (ii), the incorporated association-operated financial instruments exchange implementing the entity conversion must pay its debt or provide commensurate collateral to the creditor, or must deposit commensurate property with a trust company, etc. for the purpose of allowing that creditor to receive payment for the debt; provided, however, that this does not apply if the entity conversion is unlikely to be detrimental to the creditor.