Article 145Application, Mutatis Mutandis of the Commercial Registration Act

①The provisions of Article 79; Article 80 (excluding items (ii), (vi), (ix) and (x)); Article 81 (excluding items (iii), (vi), (ix) and (x)); Article 82; and Article 83 of the Commercial Registration Act apply mutatis mutandis to the registration of an incorporated association-operated financial instruments exchange upon merger in the case set forth in Article 136, paragraph (2), item (i). In this case, in Article 79 of that Act, the phrase "trade name and head office" is deemed to be replaced with "name and principal office"; in Article 80, items (iii) and (viii), and Article 81, item (viii) of that Act, the phrase "publication in a daily newspaper that publishes matters on current affairs or by means of electronic public notices" is deemed to be replaced with "publication in a daily newspaper that publishes information on current affairs"; in Article 80, item (iv) of that Act, the phrase "amount of stated capital" is deemed to be replaced with "total amount of contributions"; in Article 80, item (v) and Article 81, item (v) of that Act, the term "head office" is deemed to be replaced with "office"; in Article 80, item (vii) of that Act, the phrase "in cases where a company absorbed in absorption-type merger is a membership company, a document evidencing that the consent of all members has been obtained (or, in cases where otherwise provided for in its articles of incorporation, that the procedures under such provisions have been performed)" is deemed to be replaced with "minutes of the general meeting of members concerning the merger of the incorporated association-operated financial instruments exchange effecting the absorption-type merger"; in Article 80, item (viii) and Article 81, item (viii) of that Act, the phrase "a stock company or a limited liability company" is deemed to be replaced with " incorporated association-operated financial instruments exchange " and in those Articles, the phrase "the following documents" is deemed to be replaced with "the following documents and a document evidencing the credentials of the person with the authority of representation"; in Article 81, item (vii) of that Act, the phrase "in cases where a company consolidated through consolidation-type merger is a membership company, a document evidencing that the consent of all members has been obtained (or, in cases where otherwise provided for in its articles of incorporation, that the procedures under the relevant provisions have been performed)" is deemed to be replaced with "minutes of the general meetings of members concerning the merger of the incorporated association-operated financial instruments exchanges disappearing in the consolidation-type merger"; in Article 82, paragraph (2) and Article 83 of that Act, the term "head office" is deemed to be replaced with "principal office"; and any other necessary technical replacement of terms is specified by Cabinet Order.

②The provisions of Article 79, Article 80 (excluding items (vi), (ix) and (x)), and Articles 81 through 83 of the Commercial Registration Act apply mutatis mutandis to the registration of an incorporated association-operated financial instruments exchange or incorporated financial instruments exchange upon merger in the case set forth in Article 136, paragraph (2), item (ii). In this case, in Article 79 of that Act, the phrase "trade name and head office" is deemed to be replaced with "name or trade name, and the principal office or head office"; in Article 80, item (v) of that Act, the term "head office" is deemed to be replaced with "office"; in Article 80, item (vii) of that Act, the phrase "in cases where a company absorbed in absorption-type merger is a membership company, a document evidencing that the consent of all members has been obtained (or, in cases where otherwise provided for in its articles of incorporation, that the procedures under such provisions have been performed)" is deemed to be replaced with "minutes of the general meeting of members concerning the merger of the incorporated association-operated financial instruments exchange disappearing in the absorption-type merger"; in Article 80, item (viii) of that Act, the phrase "publication in a daily newspaper that publishes matters on current affairs or by means of electronic public notices" is deemed to be replaced with "publication in a daily newspaper that publishes information on current affairs" and the phrase "a stock company or a limited liability company" is deemed to be replaced with "an incorporated association-operated financial instruments exchange "; in Article 81, item (v) of that Act, the term "head office" is deemed to be replaced with "office or head office"; in Article 81, item (vii) of that Act, the phrase" in cases where a company consolidated through consolidation-type merger is a membership company, a document evidencing that the consent of all members has been obtained (or, in cases where otherwise provided for in its articles of incorporation, that the procedures under the relevant provisions have been performed)" is deemed to be replaced with "minutes of the general meetings of members concerning the merger of the incorporated association-operated financial instruments exchange disappearing in the consolidation-type merger"; in Article 81, item (viii) of that Act, the phrase "a stock company or a limited liability company" is deemed to be replaced with "an incorporated association-operated financial instruments exchange or incorporated financial instruments exchange"; in Article 83, paragraph (2) of that Act, the phrase "the head office of a company consolidated through consolidation-type merger" is deemed to be replaced with "the principal offices and head offices of the financial instruments exchanges disappearing in the consolidation-type merger"; and any other necessary technical replacement of terms is specified by Cabinet Order.