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Glossary

Commercial Code

商法(しょうほう)

Every term this law . Its definitions bind only this law — each entry says where the definition applies and links to the sentence that settles it. 91 terms: 37 with the Ministry of Justice's English, 54 in our translation, marked as such.

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carrier

運送人(うんそうにん)

A person whose business is undertaking land, marine or air transportation.

陸上運送、海上運送又は航空運送の引受けをすることを業とする者

Article 569, paragraph (1), item (i)
80provisions
ship

船舶(せんぱく)

In the part on maritime commerce (except Article 747), a ship used for navigation for the purpose of commercial transactions (商行為), other than rowboats and other boats driven only or mainly by oars.

商行為をする目的で航海の用に供する船舶(端舟その他ろかいのみをもって運転し、又は主としてろかいをもって運転する舟を除く。)

Article 684, paragraph (1)
79provisions
merchant

商人(しょうにん)

A person who, in their own name, carries on commercial transactions (商行為) as a business.

自己の名をもって商行為をすることを業とする者

Article 4, paragraph (1)
49provisions
Former Commercial Code

旧商法(きゅうしょうほう)

This Act as it stood before Act No. 79 of 2001 amended it.

20provisions
Partial Effective Date

一部施行日(いちぶしこうび)

The date, set by Cabinet Order (政令) within one year of promulgation, on which the provisions named in the proviso to Article 1 of the supplementary provisions (附則) of Act No. 88 of 2004 come into effect — among them Article 2 of that Act, which amended the Commercial Code.

19provisions
Amended Commercial Code

新商法(しんしょうほう)

This Act as amended by Act No. 79 of 2001.

18provisions
warehouse operatorcorrected by this site

倉庫営業者(そうこえいぎょうしゃ)

A person whose business is storing goods in a warehouse for others.

他人のために物品を倉庫に保管することを業とする者

Article 599, paragraph (1)
17provisions
Former Commercial Code

旧商法(きゅうしょうほう)

This Act as it stood before Article 2 of Act No. 88 of 2004 amended it.

17provisions
the Effective Date

施行日(しこうび)

The date Act No. 29 of 2018, the amending Act these supplementary provisions (附則) belong to, comes into effect.

17provisions
transferor

譲渡人(じょうとにん)

A merchant who has transferred their business to another.

Article 16, paragraph (1)
12provisions
broker

仲立人(なかだちにん)

A person whose business is acting as intermediary in commercial transactions (商行為) between other people.

他人間の商行為の媒介をすることを業とする者

Article 543, paragraph (1)
12provisions
Amended Commercial Code

新商法(しんしょうほう)

This Act as amended by Act No. 44 of 2002.

12provisions
commission merchant

問屋(といや)

A person whose business is selling or buying goods in their own name on behalf of others.

自己の名をもって他人のために物品の販売又は買入れをすることを業とする者

Article 551, paragraph (1)
10provisions
marine insurance policy

海上保険契約(かいじょうほけんけいやく)

A non-life insurance contract (損害保険契約) under which an insurer that underwrites insurance as a business promises to cover loss that may arise from an accident in connection with a voyage.

損害保険契約のうち、保険者(営業として保険の引受けを行うものに限る。以下この章において同じ。)が航海に関する事故によって生ずることのある損害を塡補することを約するもの

Article 815, paragraph (1)
10provisions
transferee

譲受人(ゆずりうけにん)

A merchant who has taken over another merchant's business by transfer.

Article 17, paragraph (1)
9provisions
freight forwarder

運送取扱人(うんそうとりあつかいにん)

A person whose business is arranging carriage of goods in their own name on behalf of others.

自己の名をもって物品運送の取次ぎをすることを業とする者

Article 559, paragraph (1)
9provisions
the new Act

新法(しんぽう)

The Act as amended by the amendment these supplementary provisions belong to.

この法律による改正後の商法

9provisions
New Limited Liability Companies Act

新有限会社法(しんゆうげんがいしゃほう)

Short name for the law on limited liability companies (有限会社法) as amended by Act No. 44 of 2002.

9provisions
statutory liens on a ship

船舶先取特権(せんぱくさきどりとっけん)

A statutory lien (先取特権) on a ship and its equipment held by a person with one of the claims listed in Article 842 — claims for death or injury in the ship's operation, salvage fees or general average contributions, port and pilotage charges, costs needed to continue the voyage, and crew wages.

Article 843, paragraph (1)
8provisions
Amended Commercial Code

新商法(しんしょうほう)

This Act as amended by Act No. 149 of 2001.

8provisions
Amended Commercial Code

新商法(しんしょうほう)

This Act as amended by Article 1 of Act No. 29 of 2018.

8provisions
commercial agent

代理商(だいりしょう)

A person, not an employee of the merchant (商人), who acts as agent or intermediary for a merchant in transactions belonging to that merchant's ordinary line of business.

商人のためにその平常の営業の部類に属する取引の代理又は媒介をする者で、その商人の使用人でないもの

Article 27, paragraph (1)
7provisions
land transportation

陸上運送(りくじょううんそう)

Carriage of goods or passengers on land.

陸上における物品又は旅客の運送

Article 569, paragraph (1), item (ii)
7provisions
loss, damage, or delay

運送品の滅失等(うんそうひんのめっしつとう)

Loss of, damage to, or delay in the arrival of goods being carried.

運送品の滅失、損傷又は延着

Article 578, paragraph (1)
7provisions
Former Commercial Code

旧商法(きゅうしょうほう)

This Act as it stood before Act No. 44 of 2002 amended it.

7provisions
closing period

閉鎖期間(へいさきかん)

A fixed period set under Article 224-3, paragraph (1) of the Commercial Code as it stood before Act No. 88 of 2004 amended it; where one began before that Act's partial effective date (一部施行日) and ends after it, the company may leave its shareholder register (株主名簿) unchanged until it ends.

Supplementary Provisions, Article 36, paragraph (15)
7provisions
establishment's proprietor

場屋営業者(じょうおくえいぎょうしゃ)

A person whose business is dealing with customers at premises where customers gather, such as an inn, restaurant or bathhouse, and who is liable for loss of or damage to goods customers leave in their care unless they prove it was caused by force majeure.

Article 596, paragraph (1)
6provisions
contract for the carriage of goods in a general shipcorrected by this site

個品運送契約(こひんうんそうけいやく)

A contract of carriage by sea whose object is individual items of goods, under which the carrier must load and stow the goods it receives from the shipper.

個々の運送品を目的とする運送契約

Article 737, paragraph (1)
6provisions
voyage charter contract

航海傭船契約(こうかいようせんけいやく)

A contract of carriage whose object is all or part of a ship.

船舶の全部又は一部を目的とする運送契約

Article 748, paragraph (1)
6provisions
cargo and other such objects

積荷等(つみにとう)

In the part on maritime commerce, a ship's cargo or anything else on board the ship.

Article 792, paragraph (1)
6provisions
cargo insurance policy

貨物保険契約(かもつほけんけいやく)

A marine insurance policy (海上保険契約) whose insured object is cargo.

Article 819, paragraph (1)
6provisions
Former Commercial Code

旧商法(きゅうしょうほう)

In the supplementary provisions (附則) of Act No. 29 of 2018, the Commercial Code as it stood before Article 1 of that Act amended it.

6provisions
marine transportation

海上運送(かいじょううんそう)

Carriage of goods or passengers by a ship as defined in Article 684, including a non-seagoing vessel (非航海船) as defined in Article 747.

第六百八十四条に規定する船舶(第七百四十七条に規定する非航海船を含む。)による物品又は旅客の運送

Article 569, paragraph (1), item (iii)
5provisions
measures to avoid a common danger

共同危険回避処分(きょうどうきけんかいひしょぶん)

A measure taken with a ship or its cargo (積荷等) to avoid a danger common to both, whose resulting damage and costs are general average (共同海損).

Article 808, paragraph (1)
5provisions
the New Act

新法(しんぽう)

This Act as amended by Act No. 83 of 1966.

Supplementary Provisions, paragraph (2)
5provisions
Former Commercial Code

旧商法(きゅうしょうほう)

This Act as it stood before Act No. 128 of 2001 amended it.

5provisions
Former Limited Liability Companies Act

旧有限会社法(きゅうゆうげんがいしゃほう)

The law on limited liability companies (有限会社法) as it stood before Act No. 44 of 2002 amended it.

5provisions
ship that has already departed

既発航船舶(きはっこうせんぱく)

A ship that set sail before Act No. 29 of 2018, which amended the Commercial Code, came into effect; for that voyage, the former rules on matters such as the master's agency continue to apply.

5provisions
transaction brokerage notice

結約書(けつやくしょ)

The document a broker (仲立人) must draw up, sign or put their name and seal to, and give to each party once a transaction it brokered is concluded, stating each party's name and the date and gist of the transaction.

Article 546, paragraph (1)
4provisions
air transportation

航空運送(こうくううんそう)

Carriage of goods or passengers by an aircraft as defined in Article 2, paragraph (1) of the Civil Aeronautics Act (Act No. 231 of 1952).

航空法(昭和二十七年法律第二百三十一号)第二条第一項に規定する航空機による物品又は旅客の運送

Article 569, paragraph (1), item (iv)
4provisions
freight charges and other receivables

運送賃等(うんそうちんとう)

The total a consignee must pay a carrier by sea on receiving the goods: the freight, incidental costs and advances, plus the salvage fee and general average (共同海損) contribution payable according to the goods' value.

Article 741, paragraph (1)
4provisions
non-seagoing vessels

非航海船(ひこうかいせん)

A ship used for commercial transactions (商行為) that navigates only waters other than the sea, such as lakes, rivers and harbours, other than rowboats and other boats driven only or mainly by oars.

Article 747, paragraph (1)
4provisions
full charter contract

全部航海傭船契約(ぜんぶこうかいようせんけいやく)

A voyage charter contract (航海傭船契約) for the whole of a ship.

船舶の全部を目的とする航海傭船契約

Article 753, paragraph (1)
4provisions
bill of lading for goods received

受取船荷証券(うけとりふなにしょうけん)

A bill of lading (船荷証券) stating that the goods have been received, which the carrier or master must issue on the shipper's or charterer's request once it has received the goods, even before they are loaded.

Article 757, paragraph (1)
4provisions
salvor

救助者(きゅうじょしゃ)

A person who rescues a ship or its cargo (積荷等) that has met with a maritime casualty, and who may claim a salvage fee for the result even without a contract.

Article 792, paragraph (1)
4provisions
salvor engaged in antipollution measures

汚染対処船舶救助従事者(おせんたいしょせんぱくきゅうじょじゅうじしゃ)

A person engaged in rescuing a ship that met with a maritime casualty who takes measures to prevent or reduce serious harm from oil or other substances the ship discharged into the sea, and who may claim special compensation from the shipowner.

Article 805, paragraph (1)
4provisions
the former Act

旧法(きゅうほう)

The Act as it stood before the amendment these supplementary provisions deal with.

従前の商法

4provisions
valuation of monetary claims, etc.

金銭債権等の評価(きんせんさいけんとうのひょうか)

The valuation of monetary claims, bonds and other debt securities, and shares and other equity interests at the account closing day (決算期) of a business year; where the business year began before the amendments named in the proviso to Article 1 of the supplementary provisions (附則) of Act No. 125 of 1999 came into effect, the former rules continue to apply to it.

Supplementary Provisions, Article 3, paragraph (1)
4provisions
Former Share Cancellation Special Provisions Act

旧消却特例法(きゅうしょうきゃくとくれいほう)

Short name for the law on special provisions of the Commercial Code for the procedure of cancelling shares (株式の消却の手続に関する商法の特例に関する法律), which Act No. 79 of 2001 abolished.

4provisions
last account closing day

直前決算期(ちょくぜんけっさんき)

The last account closing day (決算期) that arrived before Act No. 79 of 2001 came into effect, at whose annual shareholders' meeting a stock company may have resolved to buy back its own shares.

4provisions
Former Commercial Code, etc. Amendment Act

旧商法等改正法(きゅうしょうほうとうかいせいほう)

Short name for the earlier Act Partially Amending the Commercial Code, etc. (商法等の一部を改正する法律) whose supplementary provisions (附則), Article 16, paragraph (1), set the number of shares making one unit, as it stood before Act No. 79 of 2001 amended it.

4provisions
person that remains the obligee

残存債権者(ざんぞんさいけんしゃ)

A creditor of a merchant who transfers their business, whose claim the transferee does not take over; if the business was transferred knowing it would harm such creditors, they may claim payment from the transferee up to the value of the property it took over.

Article 18-2, paragraph (1)
3provisions
commercial books

商業帳簿(しょうぎょうちょうぼ)

The accounting books and balance sheets a merchant (商人) must prepare, accurately and in a timely manner, for the property used in their business.

会計帳簿及び貸借対照表

Article 19, paragraph (2)
3provisions
electronic or magnetic means

電磁的方法(でんじてきほうほう)

A method using a computer network or other information and communications technology, of a kind set by Ministry of Justice Order (法務省令) — in Article 571, a way a shipper may give the carrier the details of an invoice (送り状) instead of the paper document.

電子情報処理組織を使用する方法その他の情報通信の技術を利用する方法であって法務省令で定めるもの

Article 571, paragraph (2)
3provisions
freight charges and other receivables

運送賃等(うんそうちんとう)

The freight, incidental costs and advances a carrier is to receive for goods it carries, until paid which it may keep hold of those goods.

Article 574, paragraph (1)
3provisions
bill of lading for loaded goods

船積船荷証券(ふなづみふなにしょうけん)

A bill of lading (船荷証券) stating that the goods have been loaded, which the carrier or master must issue on the shipper's or charterer's request without delay after loading.

Article 757, paragraph (1)
3provisions
ship insurance policy

船舶保険契約(せんぱくほけんけいやく)

A marine insurance policy (海上保険契約) whose insured object is a ship.

Article 818, paragraph (1)
3provisions
risk

危険(きけん)

In the chapter on marine insurance, the possibility that loss a marine insurance policy (海上保険契約) is to cover will occur — the matter on which the policyholder or insured must disclose important facts when the contract is made.

Article 820, paragraph (1)
3provisions
the Former Act

旧法(きゅうほう)

The Act as it stood before the amendment these supplementary provisions deal with.

Supplementary Provisions, paragraph (2)
3provisions
Former Limited Liability Companies Act

旧有限会社法(きゅうゆうげんがいしゃほう)

The law on limited liability companies (有限会社法) as it stood before Act No. 79 of 2001 amended it.

3provisions
next account closing day

次期決算期(じきけっさんき)

The first account closing day (決算期) to arrive after Act No. 79 of 2001 came into effect, until whose annual shareholders' meeting ends a stock company may still buy back its own shares within the limits set under the former rules.

3provisions
Amended Commercial Code

新商法(しんしょうほう)

This Act as amended by Act No. 128 of 2001.

3provisions
end of the closing period

閉鎖期間満了時(へいさきかんまんりょうじ)

The time a closing period (閉鎖期間) ends, until which the company may leave its shareholder register (株主名簿) unchanged.

Supplementary Provisions, Article 36, paragraph (15)
3provisions
invoice

送り状(おくりじょう)

A document stating the kind of goods, their volume or weight or the number of packages and their marks, the kind of packing, the shipper's and consignee's names, and the places of dispatch and destination, which a shipper must give the carrier on request.

Article 571, paragraph (1)
2provisions
storage fees and other monies

保管料等(ほかんりょうとう)

The storage fees, advances and other costs relating to goods deposited with a warehouse operator (倉庫営業者), which the operator may claim only once the goods leave the warehouse.

Article 611, paragraph (1)
2provisions
collision of ships

船舶の衝突(せんぱくのしょうとつ)

A collision between one ship and another.

Article 788, paragraph (1)
2provisions
price evaluation document

価格評定書類(かかくひょうていしょるい)

A bill of lading (船荷証券) or other document good enough to assess the value of cargo; where it states a value lower than the cargo's real value, damage to the cargo in general average (共同海損) is measured by the value it states.

Article 809, paragraph (2)
2provisions
details of the policy

保険期間等(ほけんきかんとう)

In Article 825, the details of a cargo insurance policy (貨物保険契約) — the insurance period, insured amount, insured object, agreed insured value, premium or how it is paid, the ship's name, or the cargo's place of dispatch, port of loading, port of discharge or destination — which need not be written in the policy document where the contract sets how they are to be decided.

Article 825, paragraph (1)
2provisions
fixed time

一定の時期(いっていのじき)

The fixed time referred to in Article 33 of the Commercial Code as amended by Act No. 21 of 1974 — for a company, its account closing day (決算期) — up to the first of which after that Act came into effect a merchant's commercial books (商業帳簿) and accounts stay under the former rules.

会社にあつては、決算期

Supplementary Provisions, Article 3, paragraph (1)
2provisions
federation of credit cooperatives

信用協同組合連合会(しんようきょうどうくみあいれんごうかい)

In Articles 2 and 3 of the supplementary provisions (附則) of Act No. 125 of 1999, a federation of cooperatives that carries on the business set out in Article 9-9, paragraph (1), item (i) of the Small and Medium-Sized Enterprise Cooperatives Act (Act No. 181 of 1949).

中小企業等協同組合法(昭和二十四年法律第百八十一号)第九条の九第一項第一号の事業を行う協同組合連合会

Supplementary Provisions, Article 2, paragraph (1)
2provisions
mutual company

相互会社(そうごがいしゃ)

In Articles 2 and 3 of the supplementary provisions (附則) of Act No. 125 of 1999, a mutual company as defined in Article 2, paragraph (5) of the Insurance Business Act.

保険業法第二条第五項に規定する相互会社

Supplementary Provisions, Article 2, paragraph (1)
2provisions
post-effective-date purchase provisions

施行後買受規定(しこうごかいうけきてい)

The provisions under which a stock company buys shares after Act No. 79 of 2001 comes into effect: Article 3, paragraphs (1) and (4) of that Act's supplementary provisions (附則), Article 210-3, paragraph (1), main clause of the Commercial Code as it stood before that Act amended it (kept in force by paragraph (3)), and Article 3, paragraph (1) of the former special law on cancelling shares (旧消却特例法), applied under Article 24, paragraph (1) of those supplementary provisions.

Supplementary Provisions, Article 3, paragraph (6)
2provisions
bonds with subscription rights to new shares

新株引受権付社債(しんかぶひきうけけんつきしゃさい)

Bonds issued under Article 341-8, paragraph (1) of the Commercial Code as it stood before Act No. 128 of 2001 amended it.

旧商法第三百四十一条ノ八第一項の規定に基づき発行する社債

2provisions
convertible bonds

転換社債(てんかんしゃさい)

Bonds issued under Article 341-2, paragraph (1) of the Commercial Code as it stood before Act No. 128 of 2001 amended it.

旧商法第三百四十一条ノ二第一項の規定に基づき発行する社債

2provisions
Former Commercial Code

旧商法(きゅうしょうほう)

This Act as it stood before Act No. 149 of 2001 amended it.

2provisions
Former Commercial Code

旧商法(きゅうしょうほう)

This Act as it stood before Act No. 134 of 2003 amended it.

2provisions
Former Commercial Code

旧商法(きゅうしょうほう)

In Article 8 of the supplementary provisions (附則) of Act No. 76 of 2004, the Commercial Code as it stood before Article 9 of that Act amended it.

Supplementary Provisions, Article 8, paragraph (1)
2provisions
Former Commercial Code

旧商法(きゅうしょうほう)

This Act as it stood before Article 1 of Act No. 87 of 2004 amended it.

Supplementary Provisions, Article 2, paragraph (1)
2provisions
Former Investment Trusts Act

旧投信法(きゅうとうしんほう)

Short name for the Act on Investment Trusts and Investment Corporations as it stood before Article 13 of Act No. 87 of 2004 amended it.

Supplementary Provisions, Article 2, paragraph (1)
2provisions
sale, etc. of goods

物品の販売等(ぶっぴんのはんばいとう)

Selling, leasing or similar dealings in goods, which an employee of a store run for that purpose is treated as authorized to carry out for the goods in the store.

販売、賃貸その他これらに類する行為

Article 26, paragraph (1)
1provisions
Commercial Code Special Provisions Act

商法特例法(しょうほうとくれいほう)

Short name for the law on special provisions of the Commercial Code for the auditing of stock companies and other matters (株式会社の監査等に関する商法の特例に関する法律).

1provisions
company in the process of incorporation

設立中の会社(せつりつちゅうのかいしゃ)

In Article 2 of the supplementary provisions (附則) of Act No. 128 of 2001, a stock company whose articles of incorporation were certified before that Act came into effect and that is formed after it.

Supplementary Provisions, Article 2, paragraph (1)
1provisions
Commercial Code Special Provisions Act

商法特例法(しょうほうとくれいほう)

Short name for the law on special provisions of the Commercial Code for the auditing of stock companies and other matters (株式会社の監査等に関する商法の特例に関する法律).

1provisions
the Effective Date

施行日(しこうび)

The date Act No. 88 of 2004, the amending Act these supplementary provisions (附則) belong to, comes into effect.

1provisions
company in the process of incorporation

設立中の会社(せつりつちゅうのかいしゃ)

In Article 36, paragraph (19) of the supplementary provisions (附則) of Act No. 88 of 2004, a company whose articles of incorporation were certified before the partial effective date (一部施行日) of that Act and that is formed after it.

Supplementary Provisions, Article 36, paragraph (19)
1provisions
the Effective Date

施行日(しこうび)

The date Act No. 154 of 2004, the amending Act these supplementary provisions (附則) belong to, comes into effect.

1provisions
pre-amendment freight forwarding contract

旧運送取扱契約(きゅううんそうとりあつかいけいやく)

A freight forwarding contract concluded before Act No. 29 of 2018, which amended the Commercial Code, came into effect; the former rules continue to apply to it and to the freight forwarder's liability in tort for the goods.

1provisions
pre-amendment freight transportation contract

旧物品運送契約(きゅうぶっぴんうんそうけいやく)

A freight transportation contract concluded before Act No. 29 of 2018, which amended the Commercial Code, came into effect; the former rules continue to apply to it and to the carrier's liability in tort for the goods.

1provisions
pre-amendment passenger transportation contract

旧旅客運送契約(きゅうりょかくうんそうけいやく)

A passenger transportation contract concluded before Act No. 29 of 2018, which amended the Commercial Code, came into effect; the former rules continue to apply to it and to the carrier's liability in tort for the baggage, though not to liability for a passenger's death or injury arising on or after that date.

Supplementary Provisions, Article 5, paragraph (1)
1provisions
pre-amendment bailment contract

旧寄託契約(きゅうきたくけいやく)

A contract of bailment (寄託契約) concluded before Act No. 29 of 2018, which amended the Commercial Code, came into effect; the former rules continue to apply to it.

1provisions
Civil Code, etc. Amendment Act

民法等改正法(みんぽうとうかいせいほう)

Short name for the Act Partially Amending the Civil Code, etc. (Act No. 45 of 2026).

1provisions