Supplementary Provisions, Article 28
第二十八条
The provisions of Article 56, paragraph (2) of the New Securities and Exchange Act do not apply, until the day on which five years elapse counting from the effective date, in the case where a person who is, at the time this Act comes into effect, a director or company auditor of a deemed registered securities company and who falls under any of Article 28-4, item (ix), (a) through (f) of the New Securities and Exchange Act (excluding a person who falls under any of Article 32, item (iv), (a) through (d) of the Former Securities and Exchange Act) continues to fall under any of Article 28-4, item (ix), (a) through (f) of the New Securities and Exchange Act.
An act that falls under Article 35, paragraph (1), item (ii) of the Former Securities and Exchange Act committed before the effective date by a person who is, at the time this Act comes into effect, a director or company auditor of a deemed registered securities company is deemed to be an act that falls under Article 56, paragraph (1), item (iii) or (v) of the New Securities and Exchange Act, and the provisions of paragraph (2) of that Article apply.
New Securities and Exchange Actmachine translation
「新証券取引法」
This Act as amended by Article 1 of Act No. 107 of 1998.
Short name set inSupplementary Provisions, Article 2, paragraph (1)
the effective datemachine translation
「施行日」
The date Act No. 107 of 1998, the amending Act these supplementary provisions (附則) belong to, comes into effect.
Short name set inSupplementary Provisions, Article 2, paragraph (1)
Former Securities and Exchange Actmachine translation
「旧証券取引法」
This Act as it stood before Article 1 of Act No. 107 of 1998 amended it.
Short name set inSupplementary Provisions, Article 2, paragraph (1)
deemed registered securities companymachine translation
「みなし登録証券会社」
In the supplementary provisions (附則) of Act No. 107 of 1998, a person that held a license under Article 28 of this Act as it stood before Act No. 107 of 1998 amended it when that Act came into effect, and that Article 12, paragraph (1) of those supplementary provisions therefore treats as registered under Article 28 of this Act as Act No. 107 of 1998 amended it, under its former title (証券取引法).
Short name set inSupplementary Provisions, Article 12, paragraph (2)
company auditor
監査役
An officer of a stock company, elected by the shareholders meeting (Companies Act, Article 329, paragraph (1)), whose job is to audit how the directors carry out their duties and to write an audit report on it (Article 381, paragraph (1)). Not an outside accountant — that is the financial auditor (会計監査人) — and not a director: a company auditor may not also be a director or employee of the company or its subsidiaries (Article 335, paragraph (2)). The term normally runs to the annual shareholders meeting for the last business year ending within four years of election (Article 336, paragraph (1)).
Written by AI using Companies Act, Arts. 329, 335, 336, 381 as a reference.
director
取締役
An officer of a stock company, elected by the shareholders meeting (Companies Act, Article 329, paragraph (1)). Every stock company has at least one (Article 326, paragraph (1)). Where there is no board of directors, the directors run the company's business unless the articles of incorporation say otherwise (Article 348, paragraph (1)), and each of them represents it unless the company has chosen representative directors (代表取締役) or others to do that (Article 349, paragraphs (1) and (3)). Where there is a board (取締役会, board of directors), the directors are its members, and the board decides the business and normally chooses the representative directors from among them (Article 362). The term normally runs to the annual shareholders meeting for the last business year ending within two years of election (Article 332, paragraph (1)).
Written by AI using Companies Act, Arts. 326, 329, 332, 348, 349, 362 as a reference.