Act on Public Consultants on Social and Labour Insurance

A creditor of a labor and social security attorney corporation that is to merge may state an objection to the merger to that labor and social security attorney corporation.

A labor and social security attorney corporation that is to merge must give public notice of the following matters in the Official Gazette and must also give separate notice to each known creditor. However, the period referred to in item (iii) may not be shorter than one month:

a statement to the effect that the merger is to take place;

the names and the locations of the principal offices of the labor and social security attorney corporation that ceases to exist due to the merger and of the labor and social security attorney corporation that survives the merger or the labor and social security attorney corporation established by the merger;

a statement to the effect that creditors may state their objections within a certain period of time.

Notwithstanding the provisions of the preceding paragraph, if a labor and social security attorney corporation that is to merge gives the public notice under the provisions of that paragraph, in addition to doing so in the Official Gazette, by the method set forth in item (ii) or (iii) of that paragraph, in accordance with the provisions of the articles of incorporation under Article 939, paragraph (1) of the Companies Act as applied mutatis mutandis in paragraph (6), the separate notice under the provisions of the preceding paragraph is not required.

If a creditor has not stated an objection within the period referred to in paragraph (2), item (iii), that creditor is deemed to have approved the merger.

If a creditor has stated an objection within the period referred to in paragraph (2), item (iii), the labor and social security attorney corporation that is to merge must make payment to that creditor, provide appropriate security, or entrust appropriate property to a trust company, etc. (meaning a trust company and a financial institution that engages in trust business (meaning a financial institution that has received the authorization under Article 1, paragraph (1) of the Act on Engagement in Trust Business by Financial Institutions (Act No. 43 of 1943))) for the purpose of having that creditor receive payment. However, this does not apply if there is no risk of harming that creditor by the merger.

The provisions of Article 939, paragraph (1) (limited to the portions pertaining to items (ii) and (iii)) and paragraph (3), Article 940, paragraph (1) (limited to the portion pertaining to item (iii)) and paragraph (3), Article 941, Article 946, Article 947, Article 951, paragraph (2), Article 953 and Article 955 of the Companies Act apply mutatis mutandis where a labor and social security attorney corporation gives public notice under the provisions of paragraph (2). In this case, the phrase "method of public notice" in Article 939, paragraphs (1) and (3) of that Act is deemed to be replaced with "method of public notice of merger", and the phrase "trade name" in Article 946, paragraph (3) of that Act is deemed to be replaced with "name".

The provisions of Article 828, paragraph (1) (limited to the portions pertaining to items (vii) and (viii)) and paragraph (2) (limited to the portions pertaining to items (vii) and (viii)), Article 834 (limited to the portions pertaining to items (vii) and (viii)), Article 835, paragraph (1), Article 836, paragraphs (2) and (3), Articles 837 through 839, Article 843 (excluding paragraph (1), items (iii) and (iv) and the proviso to paragraph (2)) and Article 846 of the Companies Act apply mutatis mutandis to an action for nullification of a merger of a labor and social security attorney corporation, and the provisions of Article 868, paragraph (6), Article 870, paragraph (2) (limited to the portion pertaining to item (vi)), 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 that Act apply mutatis mutandis to a petition under Article 843, paragraph (4) of that Act as applied mutatis mutandis in this Article, respectively.

If a labor and social security attorney corporation violates this Act or an order under this Act, or its operation is found to be extremely inappropriate, the Minister of Health, Labour and Welfare may issue a warning to that labor and social security attorney corporation, order suspension of all or part of its business for a period specified within one year, or order its dissolution.

The provisions of Articles 25-3-2, 25-4 and 25-5 apply mutatis mutandis to a disposition under the preceding paragraph.

A labor and social security attorney corporation that has been placed in proceedings for a disposition under the provisions of paragraph (1) is deemed, for the purpose of the application of the provisions of this Article, to continue to exist until those proceedings are concluded, even after liquidation has been concluded.

The provisions of paragraph (1) are not to be construed as precluding, in the case where a labor and social security attorney corporation is subject to a disposition under the provisions of that paragraph, disciplinary action from being taken concurrently against a labor and social security attorney who is a member, etc. of that labor and social security attorney corporation, if there is a fact falling under Article 25-2 or Article 25-3 concerning the member, etc. of that labor and social security attorney corporation.

The provisions of Article 4 of the Act on General Incorporated Associations and General Incorporated Foundations (Act No. 48 of 2006) and Article 600, Articles 614 through 619, Article 621 and Article 622 of the Companies Act apply mutatis mutandis to labor and social security attorney corporations; the provisions of Articles 581, 582, Article 585, paragraphs (1) and (4), Articles 586, 593, 595, 596, 601, 605 and 606, Article 609, paragraphs (1) and (2), Article 611 (excluding the proviso to paragraph (1)) and Article 613 of that Act apply mutatis mutandis to members of labor and social security attorney corporations; and the provisions of Articles 859 through 862 of that Act apply mutatis mutandis to an action for the expulsion of a member of a labor and social security attorney corporation and for the extinguishment of the right to execute business and the right of representation, respectively. In this case, the phrase "trade name" in Article 613 of that Act is deemed to be replaced with "name"; the phrase "Ministry of Justice Order" in Article 615, paragraph (1), Article 617, paragraphs (1) and (2) and Article 618, paragraph (1), item (ii) of that Act is deemed to be replaced with "Order of the Ministry of Health, Labour and Welfare"; the phrase "electronic or magnetic record" in Article 617, paragraph (3) of that Act is deemed to be replaced with "electronic or magnetic record (meaning an electronic or magnetic record prescribed in Article 2, paragraph (1), item (i) of the Act on Public Consultants on Social and Labour Insurance; the same applies in paragraph (1), item (ii) of the following Article)"; and the phrase "Article 594, paragraph (1) (including the cases where it is applied mutatis mutandis pursuant to Article 598, paragraph (2))" in Article 859, item (ii) of that Act is deemed to be replaced with "Article 25-18, paragraph (1) of the Act on Public Consultants on Social and Labour Insurance".

The provisions of Article 644 (excluding item (iii)), Articles 645 through 649, Article 650, paragraphs (1) and (2), Article 651, paragraphs (1) and (2) (excluding the portion pertaining to the application mutatis mutandis of Article 594 of that Act), Articles 652 and 653, Articles 655 through 659, Articles 662 through 664, Articles 666 through 673, Article 675, Articles 863 and 864, Article 868, paragraph (1), Article 869, Article 870, paragraph (1) (limited to the portions pertaining to items (i) and (ii)), Article 871, Article 872 (limited to the portion pertaining to item (iv)), Article 874 (limited to the portions pertaining to items (i) and (iv)), Article 875 and Article 876 of the Companies Act apply mutatis mutandis to the dissolution and liquidation of labor and social security attorney corporations. In this case, the phrase "Article 641, item (v)" in Article 644, item (i) of that Act is deemed to be replaced with "Article 25-22, paragraph (1), item (iii) of the Act on Public Consultants on Social and Labour Insurance"; the phrase "Article 641, item (iv) or item (vii)" in Article 647, paragraph (3) of that Act is deemed to be replaced with "Article 25-22, paragraph (1), items (v) through (vii) of the Act on Public Consultants on Social and Labour Insurance"; the phrase "Ministry of Justice Order" in Article 658, paragraph (1) and Article 669 of that Act is deemed to be replaced with "Order of the Ministry of Health, Labour and Welfare"; the phrase "Article 641, items (i) through (iii)" in Article 668, paragraph (1) and Article 669 of that Act is deemed to be replaced with "Article 25-22, paragraph (1), item (i) or (ii) of the Act on Public Consultants on Social and Labour Insurance"; the phrase "Article 939, paragraph (1)" in Article 670, paragraph (3) of that Act is deemed to be replaced with "Article 939, paragraph (1) as applied mutatis mutandis in Article 25-23-2, paragraph (6) of the Act on Public Consultants on Social and Labour Insurance"; and the phrase "Article 580" in Article 673, paragraph (1) of that Act is deemed to be replaced with "Article 25-15-3 of the Act on Public Consultants on Social and Labour Insurance".

The provisions of Article 828, paragraph (1) (limited to the portion pertaining to item (i)) and paragraph (2) (limited to the portion pertaining to item (i)), Article 834 (limited to the portion pertaining to item (i)), Article 835, paragraph (1), Articles 837 through 839 and Article 846 of the Companies Act apply mutatis mutandis to an action for nullification of the establishment of a labor and social security attorney corporation.

The provisions of Article 833, paragraph (2), Article 834 (limited to the portion pertaining to item (xxi)), Article 835, paragraph (1), Articles 837 and 838, Article 846 and Article 937, paragraph (1) (limited to the portion pertaining to item (i), (i)) of the Companies Act apply mutatis mutandis to an action for the dissolution of a labor and social security attorney corporation.

For the purpose of the application of Article 16 of the Bankruptcy Act (Act No. 75 of 2004), a labor and social security attorney corporation is deemed to be a general partnership company.