National Pension Act

When a National Pension Fund is dissolved, it is released from the obligation to pay a pension and lump-sum benefit relating to a person who was a member of that National Pension Fund; provided, however, that this does not apply to the obligation to pay a pension or lump-sum benefit that should have been paid by the day of dissolution but has not yet been paid.

A dissolved National Pension Fund is deemed to continue to exist, within the scope of the purpose of liquidation, until the liquidation is completed.

When a National Pension Fund is dissolved under item (i) or item (ii) of Article 135, paragraph (1), the directors become the liquidators; provided, however, that this does not apply when the board of delegates elects another person.

In the following cases, the Minister of Health, Labour and Welfare appoints a liquidator:

When there is no person who becomes a liquidator under the provisions of the preceding paragraph;

When a National Pension Fund is dissolved under Article 135, paragraph (1), item (iii);

When there is a risk of damage arising due to a vacancy in the office of liquidator.

In the case referred to in the preceding paragraph, the National Pension Fund bears the expenses required for the performance of the liquidator's duties.

The residual assets of a dissolved National Pension Fund must be distributed, as provided by the articles, to a person to whom that National Pension Fund owed an obligation to pay a pension as of the day of its dissolution (hereinafter referred to as a "member of a dissolved fund").

The duties of a liquidator are as follows:

the conclusion of current business;

the collection of debts and the performance obligations; and

distribution of residual assets;

A liquidator may perform any act necessary to carry out the duties listed in the items of the preceding paragraph.

A liquidator must, within two months from the day of assuming office, give public notice at least three times to demand that creditors submit their claims within a fixed period; in this case, that period may not be less than two months.

The public notice under the preceding paragraph must include a statement that a creditor who does not submit a claim within that period is to be excluded from the liquidation; provided, however, that a liquidator may not exclude a known creditor.

A liquidator must separately demand that each known creditor submit a claim.

The public notice under paragraph (1) is given by publication in the Official Gazette.

A creditor who submits a claim after the expiration of the period under paragraph (1) of the preceding Article may make a claim only against the property that, after the debts of the National Pension Fund have been paid in full, has not yet been delivered to the person to whom the right should belong.

The provisions of Article 126 apply mutatis mutandis to a liquidator of a National Pension Fund.

Beyond what is provided in this Subsection, necessary matters concerning the liquidation of a dissolved National Pension Fund are specified by Cabinet Order.

A National Pension Fund may carry out an absorption-type merger (meaning a merger in which a National Pension Fund merges with another National Pension Fund, and all the rights and obligations of the National Pension Fund extinguished by the merger are succeeded to by the National Pension Fund surviving after the merger; the same applies below in this Division) with another National Pension Fund, with the authorization of the Minister of Health, Labour and Welfare; provided, however, that an absorption-type merger between a regional fund and an occupation-based fund may not be carried out, except in the case where a regional fund whose district is the whole country becomes the surviving fund prescribed in the following Article.

A National Pension Fund carrying out a merger must conclude an absorption-type merger agreement.

When a National Pension Fund carries out an absorption-type merger, the absorption-type merger agreement must specify the name and the location of the principal office of the National Pension Fund surviving after the absorption-type merger (referred to as the "surviving fund" in Article 137-3-6 and Article 137-3-15, paragraph (1)) and of the National Pension Fund extinguished by the absorption-type merger (referred to as the "disappearing fund" in Article 137-3-6 and that paragraph), and any other matters specified by Order of the Ministry of Health, Labour and Welfare.

A National Pension Fund must adopt a resolution on the absorption-type merger agreement at the board of delegates by a majority of at least two-thirds of the fixed number of delegates.

When the resolution of the board of delegates under the preceding Article has been adopted, a National Pension Fund must prepare an inventory of property and a balance sheet within two weeks from the day on which that resolution was adopted (referred to as the "date of resolution" in the following paragraph).

A National Pension Fund must, during the period from the date of resolution until the day on which the authorization under Article 137-3, paragraph (1) is obtained, keep the inventory of property and the balance sheet prepared under the preceding paragraph at its principal office, and, when a request is made by a creditor of the Fund, make them available for inspection as provided by Order of the Ministry of Health, Labour and Welfare.

A National Pension Fund must, within the period under paragraph (1) of the preceding Article, give public notice to its creditors that they should state any objection within a fixed period, and must separately demand the same of each known creditor; provided, however, that that period may not be less than two months.

When a creditor does not state an objection to the absorption-type merger within the period under the preceding paragraph, the creditor is deemed to have approved the absorption-type merger.

When a creditor states an objection, the National Pension Fund must pay the creditor's claim, provide reasonable security, or entrust reasonable property to a trust company or a financial institution engaged in trust business for the purpose of having the creditor receive payment; provided, however, that this does not apply when there is no risk of harm to that creditor even if the absorption-type merger is carried out.

The surviving fund succeeds to the rights and obligations of the disappearing fund on the day on which the authorization under Article 137-3, paragraph (1) is obtained.

A National Pension Fund may carry out an absorption-type split (meaning that a National Pension Fund causes the whole or part of the rights and obligations it holds in connection with its operations to be succeeded to by another National Pension Fund after the split; the same applies below), with the authorization of the Minister of Health, Labour and Welfare, only in the case where an occupation-based fund causes a regional fund that becomes the succeeding fund prescribed in the following paragraph to succeed to the rights and obligations that the occupation-based fund holds in connection with its operations and that relate to the district of that regional fund.

A National Pension Fund that carries out an absorption-type split (hereinafter referred to as a "splitting fund") must conclude an absorption-type split agreement with the National Pension Fund that succeeds to the whole or part of the rights and obligations that the splitting fund holds in connection with its operations (hereinafter referred to as a "succeeding fund").

When a National Pension Fund carries out an absorption-type split, the absorption-type split agreement must specify the following matters:

The names of the splitting fund and the succeeding fund and the locations of their principal offices;

Matters concerning the assets, debts, employment contracts and other rights and obligations that the succeeding fund succeeds to from the splitting fund by the absorption-type split;

Beyond the matters listed in the preceding two items, matters specified by Order of the Ministry of Health, Labour and Welfare.

A National Pension Fund must adopt a resolution on the absorption-type split agreement at the board of delegates by a majority of at least two-thirds of the fixed number of delegates.

When the resolution of the board of delegates under the preceding Article has been adopted, a National Pension Fund must prepare an inventory of property and a balance sheet within two weeks from the day on which that resolution was adopted (referred to as the "date of resolution" in the following paragraph).

A National Pension Fund must, during the period from the date of resolution until the day on which the authorization under Article 137-3-7, paragraph (1) is obtained, keep the inventory of property and the balance sheet prepared under the preceding paragraph at its principal office, and, when a request is made by a creditor of the Fund, make them available for inspection as provided by Order of the Ministry of Health, Labour and Welfare.

A National Pension Fund must, within the period under paragraph (1) of the preceding Article, give public notice to its creditors that they should state any objection within a fixed period, and must separately demand the same of each known creditor; provided, however, that that period may not be less than two months.

When a creditor does not state an objection to the absorption-type split within the period under the preceding paragraph, the creditor is deemed to have approved the absorption-type split.

When a creditor states an objection, the National Pension Fund must pay the creditor's claim, provide reasonable security, or entrust reasonable property to a trust company or a financial institution engaged in trust business for the purpose of having the creditor receive payment; provided, however, that this does not apply when there is no risk of harm to that creditor even if the absorption-type split is carried out.

The succeeding fund succeeds to the rights and obligations of the splitting fund, in accordance with what is provided in the absorption-type split agreement, on the day on which the authorization under Article 137-3-7, paragraph (1) is obtained.

Notwithstanding the preceding paragraph, a creditor of the splitting fund who did not receive the separate demand under paragraph (1) of the preceding Article may, even in the case where the absorption-type split agreement provides that a request for performance of the obligation may not be made to the splitting fund after the absorption-type split, request the splitting fund to perform that obligation, up to the value of the property that the splitting fund held on the day on which the authorization under Article 137-3-7, paragraph (1) was obtained.

Notwithstanding paragraph (1), a creditor of the splitting fund who did not receive the separate demand under paragraph (1) of the preceding Article may, even in the case where the absorption-type split agreement provides that a request for performance of the obligation may not be made to the succeeding fund after the absorption-type split, request the succeeding fund to perform that obligation, up to the value of the property that the succeeding fund succeeded to.

The provisions of Article 2 through Article 8 (excluding the items of Article 2, paragraph (3) and the items of Article 4, paragraph (3)) of the Act on the Succession to Labor Contracts upon Company Split (Act No. 103 of 2000) and Article 5, paragraph (1) of the Supplementary Provisions of the Act Partially Amending the Commercial Code, etc. (Act No. 90 of 2000) apply mutatis mutandis to the case where a splitting fund carries out an absorption-type split under the provisions of the preceding Division. In this case, the term "succeeding company, etc." in Article 2, paragraphs (1) and (2) of the Act on the Succession to Labor Contracts upon Company Split is deemed to be replaced with "succeeding fund"; the term "splitting company" in that paragraph is deemed to be replaced with "splitting fund"; the term "specified in the relevant one of the following items according to the case falling under it" in paragraph (3) of that Article is deemed to be replaced with "upon the elapse of two weeks from the date of resolution prescribed in Article 137-3-10, paragraph (1) of the National Pension Act (Act No. 141 of 1959)"; the terms "splitting company" and "succeeding company, etc." in the provisions of Article 3 through Article 8 (excluding Article 4, paragraph (3)) of that Act are deemed to be replaced with "splitting fund" and "succeeding fund", respectively; and the term "in the relevant one of the following items according to the case falling under it" in Article 4, paragraph (3) of that Act is deemed to be replaced with "on a day, specified by the splitting fund, that is on or before the day preceding the day on which the authorization under Article 137-3-7, paragraph (1) of the National Pension Act is obtained"; and, beyond that, necessary technical replacement of terms is specified by Cabinet Order.