National Pension Act

The provisions of Article 398-9, paragraphs (3) through (5), and Article 398-10, paragraphs (1) and (2), of the Civil Code, Article 19, paragraphs (3) through (5), and Article 20, paragraphs (1) and (2), of the Act on Security Assignment Contracts and Retention of Title Contracts (Act No. 56 of 2025) (including a case where these provisions are applied mutatis mutandis under Article 111, paragraph (1) of that Act; the same applies hereinafter in this Article), and Article 26, paragraph (1) of the Act on the Promotion of Business Financing, etc. (Act No. 52 of 2024), 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 "the preceding two paragraphs" in Article 398-9, paragraph (3) of the Civil Code and Article 19, paragraph (3) of the Act on Security Assignment Contracts and Retention of Title Contracts is deemed to be replaced with "paragraph (1) or paragraph (2) of the following Article as applied mutatis mutandis under Article 137-3-14 of the National Pension Act (Act No. 141 of 1959)".

When the surviving fund succeeds to rights and obligations under Article 137-3-6, the membership period of the disappearing fund of a person whose obligation concerning payment of a pension has been succeeded to by the surviving fund is deemed to be the membership period of the surviving fund.

When the succeeding fund succeeds to rights and obligations under Article 137-3-12, paragraph (1), the membership period of the splitting fund of a person whose obligation concerning payment of a pension has been succeeded to by the succeeding fund is deemed to be the membership period of the succeeding fund.

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

A National Pension Fund may establish a National Pension Fund Association (hereinafter referred to as the "National Pension Fund Association") in order to jointly pay the pension and lump-sum benefit relating to an early leaver (as prescribed in Article 137-17, paragraph (1)) and a member of a dissolved fund.

The National Pension Fund Association is a juridical person.

The domicile of the National Pension Fund Association is to be at the location of its principal office.

The National Pension Fund Association must use the term "National Pension Fund Association" in its name.

A person that is not the National Pension Fund Association must not use the name "National Pension Fund Association".

To establish the National Pension Fund Association, two or more National Pension Funds intending to become its members must become incorporators.

The incorporators must prepare the articles and give public notice of them together with the date, time and place of the organizational meeting, and must hold the organizational meeting.

The public notice under the preceding paragraph must be given no later than two weeks before the day of the meeting.

Approval of the articles prepared by the incorporators and the decision of other matters necessary for establishment must be made by resolution of the organizational meeting.

The articles referred to in the preceding paragraph may be amended at the organizational meeting; provided, however, that this does not apply to the provisions concerning status as a member.

Proceedings at the organizational meeting are decided by a majority of at least two-thirds of the attendees, with at least half of the presidents of the National Pension Funds that had, by the day of the meeting, submitted their consent to establishment to the incorporators being in attendance.

Beyond what is provided in the preceding paragraphs, the procedure for proceedings and other necessary matters concerning the organizational meeting are specified by Cabinet Order.

The incorporators must, without delay after the conclusion of the organizational meeting, submit to the Minister of Health, Labour and Welfare a document stating the articles and other necessary matters, and obtain the authorization of establishment.

The National Pension Fund Association comes into existence at the time it obtains the authorization of establishment.

A National Pension Fund that submitted its consent to establishment under paragraph (5) of the preceding Article is, when the National Pension Fund Association comes into existence, to acquire the status of a member on the day it comes into existence.

The provisions of Article 119-5 apply mutatis mutandis to the National Pension Fund Association. In this case, the term "founding committee members, etc." in that Article is deemed to be replaced with "incorporators".

The National Pension Fund Association must specify the following matters in its articles:

The name;

The location of the office;

Matters concerning the board of councilors;

Matters concerning officers;

Matters concerning status as a member;

Matters concerning the pension and lump-sum benefit;

Matters concerning incidental business;

Matters concerning membership fees;

Matters concerning the management of assets and other financial matters;

Matters concerning dissolution and liquidation;

Matters concerning the entrustment of operations;

Matters concerning public notice;

Other important matters concerning organization and operations.

The provisions of Article 120, paragraphs (3) and (4) apply mutatis mutandis to the articles of the National Pension Fund Association.

The provisions of Article 121 apply mutatis mutandis to the National Pension Fund Association.

A board of councilors is established in the National Pension Fund Association.

The board of councilors is organized by councilors.

Councilors are elected by mutual vote among the presidents of the National Pension Funds that are members; provided, however, that when there are special circumstances, this does not preclude the president, as provided by the articles and with the consent of a majority of the presidents of the National Pension Funds that are members, from commissioning a person from among those having the knowledge and experience necessary for the proper administration of the operations of the National Pension Fund Association and the appropriate operation of the National Pension Fund system.

The councilors at the time of establishment are elected at the organizational meeting from among the presidents of the National Pension Funds that submitted their consent to establishment under Article 137-6, paragraph (5).

The term of office of a councilor is two years; provided, however, that the term of office of a councilor elected to fill a vacancy is the remaining term of the predecessor.

The board of councilors is convened by the president. When at least one-third of the fixed number of councilors submits to the president a document stating the matters to be put before the meeting and the reasons for convening it, and requests that the board of councilors be convened, the president must convene the board of councilors within twenty days from the day on which that request was made.

A chairperson is established for the board of councilors. The president serves as the chairperson.

Beyond what is provided in the preceding paragraphs, the convening of the board of councilors, the procedure for proceedings and other necessary matters concerning the board of councilors are specified by Cabinet Order.

The following matters must be resolved by the board of councilors:

Amendment of the articles;

The budget for each business year;

The business report and financial statements for each business year;

Other matters specified by the articles.

When the board of councilors is not validly constituted, or when the president finds that there is no time to convene the board of councilors, the president may dispose of a matter that requires a resolution of the board of councilors and that requires urgent handling.

The president must report a measure taken under the preceding paragraph at the next board of councilors and request its approval.

The board of councilors may request an auditor to audit the operations of the National Pension Fund Association and may request a report of the results.

Directors and auditors are established in the National Pension Fund Association as officers.

Directors are elected by mutual vote among the councilors; provided, however, that when there are special circumstances, this does not preclude the board of councilors from appointing a director from among persons other than councilors who have the knowledge and experience necessary for the proper administration of the operations of the National Pension Fund Association and the appropriate operation of the National Pension Fund system.

The directors at the time of establishment are elected at the organizational meeting from among the presidents of the National Pension Funds that submitted their consent to establishment under Article 137-6, paragraph (5); provided, however, that when there are special circumstances, this does not preclude the appointment of a director from among persons other than those presidents who have knowledge and experience concerning pensions.

One of the directors serves as the president, and is elected by the directors.

One auditor is elected by mutual vote among the councilors, and one auditor is appointed by the board of councilors from among persons having knowledge and experience.

The auditors at the time of establishment are, at the organizational meeting, elected one from among the presidents of the National Pension Funds that submitted their consent to establishment under Article 137-6, paragraph (5), and appointed one from among persons having knowledge and experience.

The term of office of an officer is two years; provided, however, that the term of office of an officer elected or appointed to fill a vacancy is the remaining term of the predecessor.

Even after the expiration of an officer's term of office, that officer continues to perform the duties of the office until a successor officer assumes office.

An auditor may not concurrently serve as a director or as an employee of the National Pension Fund Association.

The president represents the National Pension Fund Association and executes its operations. When the president is unable to perform the duties of the office, or when there is a vacancy in the office of president, a person designated in advance by the president from among the directors acts on behalf of, or performs, those duties.

Operations of the National Pension Fund Association are decided by a majority of the directors, except in the case where the articles otherwise provide, and in the case of a tie vote, the president's decision governs.

A director may, as provided by the president, assist the president and execute the operations of the National Pension Fund Association concerning the management and investment of the reserve fund.

An auditor audits the operations of the National Pension Fund Association.

When an auditor finds it necessary based on the results of an audit, the auditor may submit an opinion to the president or the board of councilors.

The provisions of Article 126 apply mutatis mutandis to an officer of the National Pension Fund Association and a person who is employed by the National Pension Fund Association and engages in its affairs.

A director must, with respect to the operations of the National Pension Fund Association prescribed in paragraph (3) of the preceding Article, comply with laws and regulations, dispositions of the Minister of Health, Labour and Welfare made based on laws and regulations, the articles, and resolutions of the board of councilors, and must faithfully perform the duties of the office for the National Pension Fund Association.

When a director neglects the duties of the office with respect to the operations of the National Pension Fund Association prescribed in paragraph (3) of the preceding Article, that director is jointly and severally liable to the National Pension Fund Association for damages.