Act on Book-Entry Transfer of Corporate Bonds and Shares(Act No. 75 of 2001)
Last Version: Act No. 71 of 2019
TOC
History

  • September 22, 2023
    • Last Version: Act No. 71 of 2019
    • Translated Date: December 23, 2022
    • Dictionary Version: 15.0
  • January 22, 2019
    • Last Version: Act No. 91 of 2014
    • Translated Date: June 30, 2017
    • Dictionary Version: 11.0
  • June 30, 2016
    • Last Version: Act No. 53 of 2012
    • Translated Date: May 31, 2013
    • Dictionary Version: 8.0

Act on Book-Entry Transfer of Corporate Bonds and Shares
Act No. 75 of June 27, 2001
Chapter I General Provisions (Article 1 and Article 2)
Chapter II Book-Entry Transfer Institutions
Section 1 General Rules (Articles 3 through 7)
Section 2 Operations (Articles 8 through 14)
Section 3 Supervision (Articles 15 through 24)
Section 4 Mergers, Splits, and Business Transfers (Articles 25 through 32)
Section 5 Participant Meetings (Articles 33 through 39)
Section 6 Dissolution (Articles 40 through 43)
Section 7 Account Management Institutions (Articles 44 through 46)
Section 8 Special Provisions Applicable If the Bank of Japan Conducts Book-Entry Transfer Business (Articles 47 through 50)
Chapter III Participant Protection Trusts
Section 1 Participants Protection Trust Contracts (Articles 51 through 57)
Section 2 Issuing Payment to Beneficiaries (Articles 58 through 61-2)
Section 3 Dues (Articles 62 through 64)
Section 4 Miscellaneous Provisions (Article 65 and Article 65-2)
Chapter IV Book-Entry Transfer of Corporate Bonds
Section 1 General Rules (Article 66 and Article 67)
Section 2 Book-Entry Transfer Account Registers (Articles 68 through 72)
Section 3 Effect of Book-Entry Transfers (Articles 73 through 82)
Section 4 Special Provisions of the Companies Act (Articles 83 through 86-4)
Section 5 Miscellaneous Provisions (Article 87)
Chapter V Book-Entry Transfer of Japanese Government Bonds
Section 1 General Rules (Articles 88 through 90)
Section 2 Book-Entry Transfer Account Registers (Articles 91 through 97)
Section 3 Effect of Book-Entry Transfers (Articles 98 through 111)
Section 4 Miscellaneous Provisions (Article 112)
Chapter VI Book-Entry Transfer of Local Government Bonds
Section 1 Book-Entry Transfer of Local Government Bonds (Article 113 and Article 114)
Section 2 Book-Entry Transfer of Investment Corporation Bonds (Articles 115 through 116-2)
Section 3 Book-Entry Transfer of Bonds Issued by Mutual Companies (Article 117 and Article 117-2)
Section 4 Book-Entry Transfer of Specified Corporate Bonds (Article 118 and Article 119)
Section 5 Book-Entry Transfer of Special Corporation Bonds (Article 120)
Section 6 Book-Entry Transfer of Beneficial Interest in Domestic and Foreign Investment Trusts (Articles 121 through 121-5)
Section 7 Book-Entry Transfer of Beneficial Interest in Loan Trusts (Articles 122 through 123-2)
Section 8 Book-Entry Transfer of Beneficial Interest in Specified Purpose Trusts (Articles 124 through 126)
Section 9 Book-Entry Transfer of Foreign Bonds (Article 127)
Chapter VI-2 Book-Entry Transfer of Trusts with Certificates of Beneficiary Interest
Section 1 General Rules (Article 127-2 and Article 127-3)
Section 2 Book-Entry Transfer Account Registers (Articles 127-4 through 127-15)
Section 3 Effect of Book-Entry Transfers (Articles 127-16 through 127-25)
Section 4 Special Provisions of the Trust Act (Articles 127-26 through 127-31)
Section 5 Miscellaneous Provisions (Article 127-32)
Chapter VII Book-Entry Transfer of Shares
Section 1 General Rules (Article 128)
Section 2 Book-Entry Transfer Account Registers (Articles 129 through 139)
Section 3 Effect of Book-Entry Transfers (Articles 140 through 149)
Section 4 Special Provisions of the Companies Act (Articles 150 through 161)
Section 5 Miscellaneous Provisions (Article 162)
Chapter VIII Book-Entry Transfer of Share Options
Section 1 General Rules (Article 163 and Article 164)
Section 2 Book-Entry Transfer Account Registers (Articles 165 through 173)
Section 3 Effect of Book-Entry Transfers (Articles 174 through 182)
Section 4 Special Provisions of the Companies Act (Articles 183 through 190)
Section 5 Miscellaneous Provisions (Article 191)
Chapter IX Book-Entry Transfer of Corporate Bonds with Share Options
Section 1 General Rules (Article 192 and Article 193)
Section 2 Book-Entry Transfer Account Registers (Articles 194 through 204)
Section 3 Effect of Book-Entry Transfers (Articles 205 through 214)
Section 4 Special Provisions of the Companies Act (Articles 215 through 224)
Section 5 Miscellaneous Provisions (Article 225)
Chapter X Book-Entry Transfer of Investment Equity
Section 1 Book-Entry Transfer of Investment Equity (Articles 226 through 233)
Section 2 Book-Entry Transfer of Preferred Equity Investments by Cooperative Financial Institutions (Articles 234 through 236)
Section 3 Book-Entry Transfer of Preferred Equity Investments in Special Purpose Companies (Articles 237 through 247)
Section 4 Book-Entry Transfer of Investment Equity Subscription Rights (Articles 247-2 through 247-4)
Section 5 Book-Entry Transfer of Subscription Rights for New Preferred Equity Investments in a Special Purpose Company (Article 248 and Article 249)
Section 6 Book-Entry Transfer of Convertible Specified Bonds Issued by Special Purpose Companies (Articles 250 through 252)
Section 7 Book-Entry Transfer of Specified Bonds with Preferred Equity Subscription Rights in Special Purpose Companies (Articles 253 through 255)
Chapter XI Book-Entry Transfer for Entity Conversions
Section 1 Book-Entry Transfer for Entity Conversions under the Act on Financial Institutions' Merger and Conversion (Articles 256 through 262)
Section 2 Book-Entry Transfer for Entity Conversions under the Insurance Business Act (Articles 263 through 269-2)
Section 3 Book-Entry Transfer for Mergers under the Financial Instruments and Exchange Act (Articles 270 through 275)
Chapter XII Book-Entry Transfer of Other Rights Required to Be Indicated on Securities (Article 276)
Chapter XIII Miscellaneous Provisions (Articles 277 through 287)
Chapter XIV Penal Provisions (Articles 288 through 297)
Supplementary Provisions
Chapter I General Provisions
(Purpose)
Article 1The purpose of this Act is to facilitate the distribution of rights that are required to be indicated on corporate bonds, shares, and other securities by specifying book-entry transfer institutions and account management institutions that can make book entries for those rights; prescribing a process for making book entries with regard to those rights; specifying participant protection trusts to protect the persons holding those rights; and prescribing other necessary particulars.
(Definitions)
Article 2(1)The phrase "bonds and other securities" as used in this Act means any of the following:
(i)a corporate bond (other than one set forth in item (xiv); the same applies hereinafter);
(ii)a Japanese government bond;
(iii)a local government bond;
(iv)an investment corporation bond prescribed in the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951);
(v)a bond issued by a mutual company prescribed in the Insurance Business Act (Act No. 105 of 1995);
(vi)a specified corporate bond prescribed in the Act on the Securitization of Assets (Act No. 105 of 1998) (other than one set forth in item (xix) and item (xx); the same applies hereinafter);
(vii)a right required to be indicated on a bond certificate issued by a corporation pursuant to a special law (other than one set forth in item (i) and items (iv) through the preceding item; the same applies hereinafter);
(viii)a beneficial interest in a domestic or foreign investment trust prescribed in the Act on Investment Trusts and Investment Corporations;
(ix)a beneficial interest in a loan trust prescribed in the Loan Trust Act (Act No. 195 of 1952);
(x)a beneficial interest in a specified purpose trusts prescribed in the Act on the Securitization of Assets;
(x)-2a beneficial interest in a trust with certificates of beneficial interest in a beneficiary prescribed in the Trust Act (Act No. 108 of 2006);
(xi)a right required to be indicated on a bond certificate issued by a foreign country or foreign corporation (other than one that has the nature of a corporate bond certificate with share options; the same applies hereinafter);
(xii)a share;
(xiii)a share option;
(xiv)a corporate bond with share options;
(xv)investment equity prescribed in the Act on Investment Trusts and Investment Corporations;
(xvi)a preferred equity investment prescribed in the Act on Preferred Equity Investment by Cooperative Financial Institutions (Act No. 44 of 1993);
(xvii)a preferred equity investment prescribed in the Act on the Securitization of Assets;
(xvii)-2investment equity subscription rights prescribed in the Act on Investment Trusts and Investment Corporations;
(xviii)a subscription right for new preferred equity investment prescribed in the Act on the Securitization of Assets;
(xix)a convertible specified bond prescribed in the Act on the Securitization of Assets;
(xx)a specified bond with preferred equity subscription rights prescribed in the Act on the Securitization of Assets;
(xxi)a right required to be indicated on a security or certificate specified by Cabinet Order set forth in Article 2, paragraph (1), item (xxi) of the Financial Instruments and Exchange Act (Act No. 25 of 1948), which is prescribed by Cabinet Order as one whose ownership is appropriate to be determined based on an entry or record in a book-entry transfer account register.
(2)The phrase "book-entry transfer institution" as used in this Act means a stock company designated by the competent minister pursuant to the provisions of paragraph (1) of the following Article.
(3)The term "participant" as used in this Act means a person for which a book-entry transfer institution or account management institution has opened an account in which book entries are to be made for bonds and other securities, pursuant to the provisions of Article 12, paragraph (1) or Article 44, paragraph (1) or (2).
(4)The phrase "account management institution" as used in this Act means a person that has opened an account under the provisions of Article 44, paragraph (1) or a book-entry transfer institution prescribed in paragraph (2) of that Article.
(5)The phrase "book-entry transfer instritution or account management institution" as used in this Act means a book-entry transfer institution or an account management institution.
(6)The phrase "immediately superior institution" as used in this Act means the book-entry transfer institution or account management institution at which an account has been opened for a participant.
(7)The phrase "superior institution" as used in this Act means one of the following institutions:
(i)the immediately superior institution;
(ii)the immediately superior institution of an immediately superior institution;
(iii)the immediately superior institution of a person that, pursuant to the provisions of the preceding item or this item, falls under a superior institution.
(8)The phrase "immediately subordinate instituion" as used in this Act means the account management institution for which a book-entry transfer institution or account management institution has opened an account pursuant to the provisions of Article 12, paragraph (1) or Article 44, paragraph (1) or (2).
(9)The phrase "subordinate institution" as used in this Act means one of the following institutions:
(i)the immediately subordinate instituion;
(ii)the immediately subordinate instituion of an immediately subordinate instituion;
(iii)the immediately subordinate instituion of a person that, pursuant to the provisions of the preceding item or this item, falls under a subordinate institution.
(10)The phrase "common immediately superior institution" as used in this Act means the superior institution that multiple participants share in common, if none of its subordinate institutions constitute a superior institution that all of those participants have in common.
(11)The phrase "participant protection trust" as used in this Act means a trust established pursuant to the provisions of this Act for the purpose of protecting participants by issuing payments pursuant to the provisions of Article 60 and thus maintaining confidence in the book-entry transfer of bonds and other securities.
Chapter II Book-Entry Transfer Institution or Account Management Institution
Section 1 General Rules
(Designation of Persons Engaging in Book-Entry Transfer Business)
Article 3(1)The competent minister may designate a person meeting the following requirements to engage in the services prescribed in Article 8 in accordance with this Act (hereinafter referred to as "book-entry transfer business"), upon their application:
(i)the applicant is a stock company with the following organs:
(a)a board of directors;
(b)a board of company auditors, audit and supervisory committee, or nominating committee, etc. (meaning a nominating committee, etc. as defined in Article 2, item (xii) of the Companies Act (Act No. 86 of 2005)); and
(c)an accounting auditor.
(ii)the person is not a person whose designation referred to in this paragraph was revoked pursuant to the provisions of Article 22, paragraph (1) and for whom five years have not elapsed since the day the designation was revoked;
(iii)the person is not a person that has been sentenced to a fine (or to an equivalent sentence under a foreign law or regulation) for violating this Act or the provisions of a foreign law or regulation equivalent to this Act, and for whom five years have not elapsed from the day they finished serving the sentence or ceased to be subject to the sentence;
(iv)none of the person's directors, accounting advisors, company auditors, or executive officers fall under any of the following sub-items:
(a)a person specified by order of the competent ministry as being unable to properly execute their duties due to a mental or physical disorder;
(b)a person who has become subject to an order commencing bankruptcy proceedings and has not been released from bankruptcy restrictions, or a person treated in the same manner under foreign laws and regulations;
(c)a person that has been sentenced to imprisonment without work or a severer punishment (including an equivalent sentence under a foreign law or regulation), and for whom five years have not elapsed from the day they finished serving the sentence or ceased to be subject to the sentence;
(d)a person that was the director, accounting advisor, company auditor, or executive officer of a company (or a person treated in the same manner under foreign laws and regulations; the same applies in sub-item (e)) within thirty days prior to the revocation of a designation referred to in this paragraph pursuant to the provisions of Article 22, paragraph (1) or within thirty days prior to the revocation of an administrative disposition similar to a designation referred to in this paragraph which has been granted in a foreign state, pursuant to the provisions of any law or regulation of that foreign state which is equivalent to this Act, and for whom five years have not elapsed from the day of revocation;
(e)a person that was the director, accounting advisor, company auditor, or executive officer whose dismissal has been ordered pursuant to the provisions of Article 22, paragraph (1) or the provisions of a foreign law or regulation that is equivalent to this Act, and for whom five years have not elapsed from the day the disposition was made;
(f)a person that has been sentenced to a fine (or to an equivalent sentence under a foreign law or regulation) for violating this Act, the Companies Act, or the provisions of an equivalent foreign law or regulation, or for committing a crime referred to in Article 204, Article 206, Article 208, Article 208-2, Article 222, or Article 247 of the Penal Code (Act No. 45 of 1907), a crime referred to in the Act on Punishment of Physical Violence and Others (Act No. 60 of 1926); or a crime referred to in Articles 46 through 49 or Article 50 (limited to the part related to item (i)), or Article 51 of the Act on Prevention of Unjust Acts by Organized Crime Group Members (Act No. 77 of 1991), for whom five years have not elapsed from the day they finished serving the sentence or ceased to be subject to the sentence;
(v)the person's articles of incorporation and rules for implementing book-entry transfer business (other than those prescribed in Article 44, paragraph (2); hereinafter referred to as the "operational rules") conform to laws and regulations and are found to be sufficient for conducting book-entry transfer business in an appropriate and reliable manner pursuant to the provisions of this Act;
(vi)the person has a sufficient financial basis to soundly conduct book-entry transfer business and has good prospects in terms of expected income and expenditure in connection with book-entry transfer business;
(vii)in light of its personnel structure, the person is found to have the knowledge and experience to conduct book-entry transfer business in an appropriate and reliable manner and to have sufficient social credibility.
(2)On making a designation referred to in the preceding paragraph, the competent minister must issue public notice of the trade name and the location of the head office of the book-entry transfer institution the minister has designated in the Official Gazette.
(Applying for Designation)
Article 4(1)A person seeking designation under paragraph (1) of the preceding Article must submit a written application for designation to the competent minister, stating the following information:
(i)their trade name;
(ii)the amount of stated capital and net assets;
(iii)the names and addresses of the head office and other business offices;
(iv)the names of the directors and company auditors (or the directors if the applicant is a company with audit and supervisory committee; the directors and executive officers if the applicant is a company with nominating committee, etc.);
(v)the names of the accounting advisors, if the applicant is a company with accounting advisors; and
(vi)if the applicant engages in any business other than book-entry transfer business, the details of that business.
(2)The following documents must be attached to the written application for designation:
(i)a document pledging that the applicant satisfies the requirements set forth in paragraph (1), items (iii) and (iv) of the preceding Article;
(ii)the articles of incorporation;
(iii)the company's certificate of registered information;
(iv)operational rules;
(v)a balance sheet and profit and loss statement;
(vi)a document stating expected income and expenditure; and
(vii)beyond what is set forth in the preceding items, documents specified by order of the competent ministry.
(3)In the case referred to in the preceding paragraph, if the articles of incorporation or the balance sheet have been prepared as an electronic or magnetic record (meaning a record which is created in electronic form, magnetic form, or any other form that cannot be perceived by the human senses and used for information processing by computers; the same applies hereinafter) or if an electronic or magnetic record has been made for profit and loss statements in lieu of documents, an electronic or magnetic record (limited to one specified by order of the competent ministry) may be attached to the application in lieu of a document.
(Amount of Stated Capital)
Article 5(1)The stated capital of a book-entry transfer institution must be at least the amount specified by Cabinet Order.
(2)The amount specified by Cabinet Order referred to in the preceding paragraph must not be less than five hundred million yen.
(3)The net assets of a book-entry transfer institution must be at least the amount specified by Cabinet Order referred to in paragraph (1).
(Change in the Amount of Stated Capital)
Article 6(1)If a book-entry transfer institution seeks to decrease its stated capital, it must receive the authorization of the competent minister pursuant to the provisions of order of the competent ministry.
(2)If a book-entry transfer institution seeks to increase its stated capital, it must give a notification to the competent minister pursuant to the provisions of order of the competent ministry.
(Exclusion from Application)
Article 6-2The proviso of Article 331, paragraph (2) of the Companies Act (including as applied mutatis mutandis pursuant to Article 335, paragraph (1) of that Act), Article 332, paragraph (2) (including as applied mutatis mutandis pursuant to Article 334, paragraph (1) of that Act), Article 336, paragraph (2) and the proviso of Article 402, paragraph (5) of that Act do not apply to a book-entry transfer institution.
(Duty of Confidentiality)
Article 7It is prohibited for the director, accounting advisor (or any employee that should perform those duties, if the accounting advisor is a corporation), company auditor, executive officer, or employee of a book-entry transfer institution, or a person that has held one of these positions, to divulge or misappropriate any confidential information learned in connection with book-entry transfer business.
Section 2 Operations
(Operations of Book-Entry Transfer Institutions)
Article 8A book-entry transfer institution is to conduct operations connected with the book-entry transfer of bonds and other securities in accordance with this Act and its operational rules.
(Restrictions on Concurrent Business)
Article 9(1)A book-entry transfer institution may not engage in business other than book-entry transfer business; provided, however that this does not apply if the book-entry transfer institution obtains the approval of the competent minister pursuant to the provisions of order of the competent ministry, for business that is related to book-entry transfer business and that is found to carry no risk of preventing the institution from engaging in book-entry transfer business in an appropriate and reliable manner.
(2)If a book-entry transfer institution discontinues business for which it has received approval pursuant to the proviso of the preceding paragraph, it must notify the competent minister of this pursuant to the provisions of order of the competent ministry.
(Partial Entrustment of Book-Entry Transfer Business)
Article 10(1)A book-entry transfer institution may obtain approval from the competent minister to entrust another person with a part of its book-entry transfer business, pursuant to the provisions of order of the competent ministry.
(2)In the contract in which a book-entry transfer institution entrusts a person with a part of its book-entry transfer business pursuant to the provisions of the preceding paragraph, it must attach a condition that the party to which it is entrusting the business will not further entrust another person with the business.
(Operational Rules)
Article 11(1)A book-entry transfer institution must specify the following particulars in its operational rules:
(i)the particulars concerning the bonds and other securities handled;
(ii)the particulars concerning participants' accounts;
(iii)the particulars concerning entries or records in the book-entry transfer account register;
(iv)the particulars concerning the book-entry transfer institution's performance of obligations, in cases prescribed in Article 78, paragraph (1) (including as applied mutatis mutandis pursuant to Article 113, Article 115, Article 117, Article 118, Article 120, Article 121, Article 122, Article 124, Article 127, and Article 276, item (i)), Article 103, paragraph (1), Article 107, paragraph (1), Article 127-21, paragraph (1), Article 145, paragraph (1) (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1), and Article 276, item (ii)), Article 179, paragraph (1) (including as applied mutatis mutandis pursuant to Article 247-3, paragraph (1), Article 249, paragraph (1), and Article 276, item (iii)), or Article 210, paragraph (1) (including as applied mutatis mutandis pursuant to Article 251, paragraph (1), Article 254, paragraph (1), and Article 276, item (iv)) in accordance with the bonds and other securities the institution handles;
(v)the following particulars concerning any participant that is an account management institution:
(a)the particulars of the agreement between an account management institution and its participants;
(b)the particulars of an account management institution's performance of obligations, in cases prescribed in Article 79, paragraph (1) (including as applied mutatis mutandis pursuant to Articles 113, Article 115, Article 117, Article 118, Article 120, Article 121, Article 122, Article 124, Article 127, and Article 276, item (i)), Article 104, paragraph (1), Article 108, paragraph (1), Article 127-22, paragraph (1), Article 146, paragraph (1) (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1) and Article 276, item (ii)), Article 180, paragraph (1) (including as applied mutatis mutandis pursuant to Article 247-3, paragraph (1), Article 249, paragraph (1), and Article 276, item (iii)), or Article 211, paragraph (1) (including as applied mutatis mutandis pursuant to Article 251, paragraph (1), Article 254, paragraph (1), and Article 276, item (iv)) in accordance with the bonds and other securities the institution handles;
(c)the particulars concerning the measures to be taken if an account management institution violates a law or regulation, a disposition made by an administrative agency based on a law or regulation, or its operational rules;
(d)the particulars concerning reports when an incident prescribed in Article 19 occurs at an account management institution.
(vi)the particulars concerning participant meetings prescribed in Article 33;
(vii)beyond what is set forth in the preceding items, particulars which order of the competent ministry prescribes as those that are necessary for implementing book-entry transfer business.
(2)The particulars set forth in item (v), sub-item (a) of the preceding paragraph must include an indication that each account management institution (other than a person set forth in Article 44, paragraph (1), item (xiii)) extends a joint and several surety to its participants (other than a person set forth in Article 44, paragraph (1), item (xiii); a qualified institutional investor as defined in Article 2, paragraph (3), item (i) of the Financial Instruments and Exchange Act; the national or local government; or any other person specified by Cabinet Order; hereinafter the same applies in this paragraph and in Chapter III) against the performance of all obligations that a superior institution (other than one prescribed by order of the competent ministry as a person that does not undermine the protection of participants when surety is not provided) has toward a participant, in accordance with the bonds and other securities that it handles, as prescribed in Article 80, paragraph (2) or Article 81, paragraph (2) (including as applied mutatis mutandis pursuant to Article 113, Article 115, Article 117, Article 118, Article 120, Article 121, Article 122, Article 124, Article 127, and Article 276, item (i)), Article 105, paragraph (2), Article 106, paragraph (2), Article 109, paragraph (3), Article 110, paragraph (3), Article 127-23, paragraph (2), Article 127-24, paragraph (2), Article 147, paragraph (2) (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1) and Article 276, item (ii)), Article 148, paragraph (2) (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1) and Article 276, item (ii)), Article 181, paragraph (2) or Article 182, paragraph (2) (including as applied mutatis mutandis pursuant to Article 247-3, paragraph (1), Article 249, paragraph (1) and Article 276, item (iii)) or Article 212, paragraph (2) or Article 213, paragraph (2) (including as applied mutatis mutandis pursuant to Article 251, paragraph (1), Article 254, paragraph (1) and Article 276, item (iv)).
(Opening of Accounts and Keeping of a Book-Entry Transfer Account Register)
Article 12(1)A book-entry transfer institution must open an account for another person in which book entries are to be made for bonds and other interests at the request of that person, pursuant to the provisions of its operational rules.
(2)A book-entry transfer institution may open an account for itself in which book entries are to be made for bonds and other securities (hereinafter referred to as an "institution-held account") for the purpose of performing the obligations referred to in Article 78, paragraphs (1) and (3) (including as applied mutatis mutandis pursuant to Article 113, Article 115, Article 117, Article 118, Article 120, Article 121, Article 122, Article 124, Article 127, and Article 276, item (i)), Article 103, paragraphs (1) and (3), Article 107, paragraphs (1) and (4), Article 127-21, paragraphs (1) and (3), Article 145, paragraphs (1) and (3) (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1), and Article 276, item (ii)), Article 179, paragraphs (1) and (3) (including as applied mutatis mutandis pursuant to Article 247-3, paragraph (1), Article 249, paragraph (1) and Article 276, item (iii)), or Article 210, paragraphs (1) and (4) (including as applied mutatis mutandis pursuant to Article 251, paragraph (1), Article 254, paragraph (1) and Article 276, item (iv)).
(3)A book-entry transfer institution must keep a book-entry transfer account register.
(Consent of the Issuer)
Article 13(1)A book-entry transfer institution may not handle bonds and other securities unless the issuer has consented in advance to have its bonds and other securities handled by the institution.
(2)In the case referred to in the preceding paragraph, if an issuer has given consent to a book-entry transfer institution in respect of a particular type of bonds or other securities, it must not give its consent to another book-entry transfer institution for that type of bonds or other securities.
(3)An issuer may not withdraw the consent referred to in paragraph (1).
(Prohibition of Discriminatory Treatment)
Article 14A book-entry transfer institution must not treat any particular participant or issuer in an unfair and discriminatory manner.
Section 3 Supervision
(Preparation and Preservation of Books and Documents)
Article 15A book-entry transfer institution must prepare and preserve its business books and documents and other records pursuant to order of the competent ministry.
(Submission of Reports on Business and Property)
Article 16(1)A book-entry transfer institution must prepare a report on its business and property for each business year and submit it to the competent minister.
(2)Order of the competent ministry determines the particulars to be stated in the report referred to in the preceding paragraph, the submission date, and other necessary particulars.
(Amending the Articles of Incorporation or Operational Rules)
Article 17An amendment to the articles of incorporation or operational rules of a book-entry transfer institution does not take effect without the authorization of the competent minister.
(Notification of a Change in Trade Name)
Article 18(1)If the information set forth in Article 4, paragraph (1), item (i) or items (iii) through (v) changes, the book-entry transfer institution must notify the competent minister of that fact and submit the documents set forth in paragraph (2), item (i) or (iii) of that Article to the competent minister pursuant to the provisions of order of the competent ministry.
(2)On being notified of a change in the trade name of a book-entry transfer institution or the location of its head office, the competent minister must issue public notice of that fact in the Official Gazette.
(Incident Reports)
Article 19In cases referred to in Article 78, paragraph (1) (including as applied mutatis mutandis pursuant to Article 113, Article 115, Article 117, Article 118, article 120, Article 121, Article 122, Article 124, Article 127, and Article 276, item (i)), Article 103, paragraph (1), Article 107, paragraph (1), Article 127-21, paragraph (1), Article 145, paragraph (1) (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1), and Article 276, item (ii)), Article 179, paragraph (1) (including as applied mutatis mutandis pursuant to Article 247-3, paragraph (1), Article 249, paragraph (1), and Article 276, item (iii)), or Article 210, paragraph (1) (including as applied mutatis mutandis pursuant to Article 251, paragraph (1), Article 254, paragraph (1) and Article 276, item (iv)) and in other cases in which an incident specified by order of the competent ministry occurs; in cases referred to in Article 79, paragraph (1) (including as applied mutatis mutandis pursuant to Articles 113, 115, 117, 118, 120, 121, 122, 124, 127 and Article 276, item (i)), Article 104, paragraph (1), Article 108, paragraph (1), Article 146, paragraph (1) (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1), and Article 276, item (ii)), Article 180, paragraph (1) (including as applied mutatis mutandis pursuant to Article 247-3, paragraph (1), Article 249, paragraph (1) and Article 276, item (iii)), or Article 211, paragraph (1) (including as applied mutatis mutandis pursuant to Article 251, paragraph (1), Article 254, paragraph (1) and Article 276, item (iv)) and in other cases in which an incident specified by order of the competent ministry occurs at a subordinate institution, a book-entry transfer institution must notify the competent minister of that fact pursuant to the provisions of order of the competent ministry.
(Reports and Inspections)
Article 20(1)If the competent minister finds it to be necessary for the appropriate and reliable performance of book-entry transfer business, the minister may order a book-entry transfer institution to make reports or submit materials concerning its business or property, or may have relevant officials enter the business office of the book-entry transfer institution and inspect the state of its business or property, books and documents, or other articles or have the officials question the persons concerned.
(2)An official conducting an on-site inspection pursuant to the provisions of the preceding paragraph must carry an identification card and present it to the persons concerned.
(3)The authority to conduct an on-site inspection under the provisions of paragraph (1) must not be construed to have been granted for the purpose of criminal investigation.
(Business Improvement Orders)
Article 21If the competent minister finds it to be necessary for the appropriate and reliable performance of book-entry transfer business, the minister may, within the extent necessary, order a book-entry transfer institution to take the necessary measures to improve the state of its business operations or property.
(Revocation of Designations)
Article 22(1)If a book-entry transfer institution falls under one of the following items, the competent minister may revoke the designation under Article 3, paragraph (1) or the approval referred to in the proviso of Article 9, paragraph (1), order the suspension of all or part of its business activities by specifying a period of no longer than six months, or order the dismissal of the director, accounting advisor, company auditor, or executive officer:
(i)when the institution no longer satisfies the requirement set forth in Article 3, paragraph (1), item (iii) or (iv);
(ii)when it is found that the institution did not fall under one of the items of Article 3, paragraph (1) at the time of designation under Article 3, paragraph (1);
(iii)when it is found that the institution has obtained the designation under Article 3, paragraph (1) by wrongful means;
(iv)when it violates this Act, a law or regulation based on this Act, or a disposition based on them.
(2)When revoking the designation under Article 3, paragraph (1) pursuant to the provisions of the preceding paragraph, the competent minister must issue a public notice of that fact in the Official Gazette.
(Business Transfer Orders)
Article 23If a book-entry transfer institution falls under one of the following items, the competent minister may order the book-entry transfer institution to transfer book-entry transfer business to another stock company (excluding the case prescribed in Article 44, paragraph (2); hereinafter the same applies in this Article through Article 42):
(i)when the designation under Article 3, paragraph (1) is revoked pursuant to the provisions of paragraph (1) of the preceding Article;
(ii)when the institution discontinues book-entry transfer business;
(iii)when the instritution is dissolved (including the cases in which the judgment invalidating its incorporation, merger, or incorporation-type company split becomes final and binding); or
(iv)when it is found that there is a risk of circumstances in which the institution will be unable to pay a debt that is due without substantially compromising the continuation of book-entry transfer business to occur, or a fact constituting the grounds for the commencement of bankruptcy proceedings to occur.
(Special Provisions on a Special Resolution at a Shareholders Meeting Incidental to a Business Transfer Order)
Article 24(1)Notwithstanding the provisions of Article 309, paragraph (2) and Article 324, paragraph (2) of the Companies Act, a resolution pursuant to the provisions of Article 322, paragraph (1), Article 466, Article 467, paragraph (1), Article 783, paragraph (1), or Article 795, paragraph (1) of that Act (other than a resolution at a shareholders meeting referred to in Article 309, paragraph (3), item (ii) of that Act, for a resolution pursuant to the provisions of Article 783, paragraph (1) of that Act) at a book-entry transfer institution that has received an order under the preceding Article (hereinafter referred to as a "specified book-entry transfer institution" in the following paragraph) may be provisionally adopted by a two-thirds majority of votes of the shareholders present.
(2)Notwithstanding the provisions of Article 309, paragraph (3) of the Companies Act, a resolution at a shareholders meeting referred to in Article 309, paragraph (3), item (ii) of that Act at a specified book-entry transfer institution may be provisionally adopted by a two-thirds majority of votes of the shareholders present, at a session with half or more of the shareholders present.
(3)If a resolution is provisionally adopted pursuant to the provisions of paragraph (1) (hereinafter referred to as a "provisional resolution" in this paragraph and the following paragraph), the book-entry transfer institution must notify each of the shareholders of the purport of the provisional resolution and convene a shareholders meeting again within one month after the date of the provisional resolution.
(4)If a provisional resolution adopted by a majority vote prescribed in paragraph (1) is approved at a shareholders meeting referred to in the preceding paragraph, a resolution is deemed to have been adopted with regard to the matter resolved by the provisional resolution.
(5)The provisions of the preceding two paragraphs apply mutatis mutandis to a resolution adopted provisionally pursuant to the provisions of paragraph (2). In such a case, the term "paragraph (1)" in the preceding paragraph is deemed to be replaced with "paragraph (2)".
Section 4 Mergers, Splits, and Business Transfers
(Authorization for Specified Mergers)
Article 25(1)A merger in which a book-entry transfer institution constitutes all or some of the parties (but only if the stock company surviving the merger or the stock company incorporated in the merger engages in book-entry transfer business; hereinafter referred to as a "specified merger" in this Article and the following Article) does not take effect without the authorization of the competent minister.
(2)A book-entry transfer institution seeking the authorization referred to in the preceding paragraph must submit a written application for merger authorization to the competent minister, which states the information set forth in the items of Article 4, paragraph (1) with respect to the stock company surviving or incorporated in the specified merger (hereinafter referred to as the "book-entry transfer institution after the specified merger" in this Article).
(3)A document stating the content of the merger agreement or electronic or magnetic records in which the content has been recorded (limited to those specified by order of the competent ministry; hereinafter the same applies in this paragraph) and the documents or electronic or magnetic records specified by order of the competent ministry must be attached to a written application for merger authorization.
(4)If an application has been filed for the authorization referred to in paragraph (1), the competent minister must examine whether the application conforms to the following criteria:
(i)the book-entry transfer institution after the specified merger satisfies the requirements set forth in the items of Article 3, paragraph (1); and
(ii)it is fully expected that the book-entry transfer business will be succeeded to in a smooth and appropriate manner.
(5)A book-entry transfer institution after the specified merger (other than if the book-entry transfer institution is a stock company surviving the specified merger) is deemed to have obtained the designation under Article 3, paragraph (1) at the time of the specified merger.
(6)A book-entry transfer institution after the specified merger succeeds to the rights and obligations that the book-entry transfer institution disappearing in the specified merger holds in connection with its business based on the authorization given or other dispositions taken by an administrative agency.
(Approval of Participants for Specified Mergers)
Article 26When implementing a specified merger, a book-entry transfer institution must obtain the approval of the participants, in addition to the approval at a shareholders meeting referred to in Article 783, paragraph (1), Article 795, paragraph (1), or Article 804, paragraph (1) of the Companies Act.
(Authoriation for Incorporation-Type Splits)
Article 27(1)An incorporation-type split that a book-entry transfer institution implements in order to have a newly established stock company succeed to all or some of its book-entry transfer business (hereinafter simply referred to as "incorporation-type split" in this Article and the following Article) does not take effect without the authorization of the competent minister.
(2)A book-entry transfer institution seeking the authorization referred to in the preceding paragraph must submit a written application for authorization of an incorporation-type split to the competent minister, which states the following information about the stock company to be incorporated in the incorporation-type split (hereinafter referred to as the "company being incorporated" in this Article):
(i)the information set forth in the items of Article 4, paragraph (1); and
(ii)the book-entry transfer business to which the company being incorporated will succeed.
(3)A document stating the content of the incorporation-type split plan or electronic or magnetic records in which the content has been recorded (limited to those specified by order of the competent ministry; hereinafter the same applies in this paragraph) and the documents or electronic or magnetic records specified by order of the competent ministry must be attached to a written application for authorization of an incorporation-type split
(4)If an application has been filed for the authorization referred to in paragraph (1), the competent minister must examine whether the application conforms to the following criteria:
(i)the company being incorporated satisfies the requirements set forth in Article 3, paragraph (1), item (i) and items (iv) through (vii); and
(ii)it is fully expected that the book-entry transfer business will be succeeded to in a smooth and appropriate manner.
(5)The company being incorporated is deemed to have obtained the designation under Article 3, paragraph (1) at the time of the incorporation-type split.
(6)The company being incorporated succeeds to the rights and obligations that the book-entry transfer institution implementing the incorporation-type split holds in connection with the business subject to the succession, based on the authorization given or other dispositions taken by an administrative agency.
(Approval of Participants for Incorporation-Type Splits)
Article 28When implementing an incorporation-type split, a book-entry transfer institution must obtain the approval of the participants, in addition to the approval at a shareholders meeting referred to in Article 804, paragraph (1) of the Companies Act.
(Authorization for Absorption-Type Splits)
Article 29(1)An absorption-type split that a book-entry transfer institution implements in order to have another stock company succeed to all or some of its book-entry transfer business (hereinafter simply referred to as "absorption-type split" in this Article and the following Article) does not take effect without the authorization of the competent minister.
(2)A book-entry transfer institution seeking the authorization referred to in the preceding paragraph must submit a written application for authorization of an absorption-type split to the competent minister, which states the following information about the stock company that will succeed to all or part of the book-entry transfer business in the absorption-type split (hereinafter referred to as the "succeeding company" in this Article):
(i)the information set forth in the items of Article 4, paragraph (1);
(ii)the book-entry transfer business to which the succeeding company will succeed.
(3)A document stating the content of the absorption-type split agreement or electronic or magnetic records in which the content have been recorded (limited to those specified by order of the competent ministry; hereinafter the same applies in this paragraph) and the documents or electronic or magnetic records specified by order of the competent ministry must be attached to a written application for authorization of an absorption-type split.
(4)If an application has been filed for the authorization referred to in paragraph (1), the competent minister must examine whether the application conforms to the following criteria:
(i)the succeeding company satisfies the requirements set forth in the items of Article 3, paragraph (1); and
(ii)it is fully expected that the book-entry transfer business will be succeeded to in a smooth and appropriate manner.
(5)A succeeding company is deemed to have obtained a designation under Article 3, paragraph (1) at the time of the absorption-type company split (unless a book-entry transfer institution is the succeeding company).
(6)The succeeding company succeeds to the rights and obligations that the book-entry transfer institution implementing the absorption-type split holds, in connection with the business subject to the succession, based on the authorization given or other disposition made by an administrative agency.
(Approval of Participants for an Absorption-Type Split)
Article 30When implementing an absorption-type split, a book-entry transfer institution must obtain the approval of the participants, in addition to the approval at a shareholders meeting referred to in Article 783, paragraph (1) or Article 795, paragraph (1) of the Companies Act.
(Authorization for a Business Transfer)
Article 31(1)A book-entry transfer institution's transfer of all or some of the book-entry transfer business it provides to another stock company (hereinafter referred to as a "business transfer" in this Article and the following Article) does not take effect without the authorization of the competent minister.
(2)A book-entry transfer institution seeking the authorization referred to in the preceding paragraph must submit a written application for authorization of a business transfer to the competent minister, which states the following information about the stock company that will succeed to all or some of the book-entry transfer business in the business transfer (hereinafter referred to as the "transferee company" in this Article):
(i)the information set forth in the items of Article 4, paragraph (1); and
(ii)the book-entry transfer business to which the transferee company will succeed.
(3)A document stating the content of the business transfer agreement or electronic or magnetic records in which the content has been recorded (limited to those specified by order of the competent ministry; hereinafter the same applies in this paragraph) and the documents or electronic or magnetic records specified by order of the competent ministry must be attached to a written application for authorization of a business transfer.
(4)If an application has been filed for the authorization referred to in paragraph (1), the competent minister must examine whether the application conforms to the following criteria:
(i)the transferee company satisfies the requirements set forth in the items of Article 3, paragraph (1); and
(ii)it is fully expected that the book-entry transfer business will be succeeded to in a smooth and appropriate manner.
(5)A transferee company is deemed to have obtained a designation under Article 3, paragraph (1) at the time of business transfer (unless a book-entry transfer institution is the transferee company).
(6)A transferee company succeeds to the rights and obligations that the book-entry transfer institution implementing the business transfer holds, in connection with the business subject to the transfer, based on the authorization given or other disposition made by an administrative agency, and also succeeds to the rights and obligations connected with the consent of the issuer referred to in Article 13, paragraph (1).
(7)An account of a participant that a book-entry transfer institution implementing a business transfer has opened is deemed to be an account of a participant that the transferee company has opened.
(Approval of Participants for a Business Transfer)
Article 32When implementing a business transfer, a book-entry transfer institution must obtain the approval of the participants, in addition to the approval at a shareholders meeting referred to in Article 467, paragraph (1) of the Companies Act.
Section 5 Participant Meetings
(Matters for Resolution)
Article 33The approval of participants referred to in Article 26, Article 28, Article 30 or the preceding Article must be based on a resolution adopted at a meeting of participants (hereinafter referred to as a "participant meeting").
(Conveners)
Article 34(1)Book-entry transfer institutions convene participant meetings.
(2)To convene a participant meeting, a convocation notice in writing must be sent to each participant by two weeks prior to the day of the meeting.
(3)In lieu of using a document to give notice prescribed in the preceding paragraph, a book-entry transfer institution may issue a notice by electronic or magnetic means (meaning the means of using an electronic data processing system or using other information communications technology, which is specified by order of the competent ministry; the same applies hereinafter), pursuant to order of the competent ministry, with the approval of the participants. In doing so, the book-entry transfer institution is deemed to have issued the notice under the provisions of that paragraph.
(4)The notice referred to in the preceding two paragraphs must state or record the content of the subject matter of the meeting and a summary of the proposals.
(Participant Voting Rights)
Article 35Unless otherwise prescribed in the operational rules, the voting rights of each participant are equal.
(Voting by Electronic or Magnetic Means)
Article 36(1)A participant not attending a participant meeting may vote by electronic or magnetic means pursuant to the provisions of the operational rules.
(2)At the time of giving the notice prescribed in Article 34, paragraph (2), a book-entry transfer institution must issue a document stating the information specified by order of the competent ministry as information that should serve as a reference for exercise of voting rights by electronic or magnetic means.
(3)If a book-entry transfer institution gives a notice prescribed in Article 34, paragraph (3) by electronic or magnetic means to participants that have given the approval referred to in that paragraph, it may provide them with the information that is required to be stated in the document referred to in the preceding paragraph by electronic or magnetic means, together with that notice; provided, however, that if requested by a participant, the book-entry transfer institution must deliver the document referred to in that paragraph to the participant.
(4)The provisions of Article 302, paragraphs (3) and (4) and Article 312 of the Companies Act apply mutatis mutandis to exercise of voting rights by electronic or magnetic means referred to in paragraph (1) for a participant meeting. In such a case, in these provisions, the term "Article 299, paragraph (3)" is deemed to be replaced with "Article 34, paragraph (3) of the Act on Book-Entry Transfer of Corporate Bonds and Shares"; the term "Ministry of Justice Order" is deemed to be replaced with " order of the competent ministry"; the phrase "information that is required to be stated in the voting forms" is deemed to be replaced with "information specified by order of the competent ministry as the necessary information for the participants to exercise their voting rights"; the term "stock company" is deemed to be replaced with "book-entry transfer institution"; the phrase "In the case provided for in paragraph (1)...the directors" in Article 302, paragraph (3) of the Act is deemed to be replaced with "the book-entry transfer institution"; the phrase "In the case provided for in paragraph (1) [...] the directors" in paragraph (4) of that Article is deemed to be replaced with "[...] a book-entry transfer institution"; and the term "Cabinet Order" in Article 312, paragraph (1) of that Act is deemed to be replaced with "order of the competent ministry".
(Method of Adopting Resolutions)
Article 37A resolution at a participant meeting is adopted by the majority vote of the participants present.
(Deemed Agreement)
Article 38(1)A book-entry transfer institution may provide in the operational rules that a participant is deemed to consent to a proposal submitted at a participant meeting if that participant neither attends the participant meeting nor exercises the voting rights.
(2)A book-entry transfer institution that has established the provisions referred to in the preceding paragraph must state or record those provisions in the notice under the provisions of Article 34, paragraph (2).
(3)The number of votes held by participants that are deemed to consent to a proposal pursuant to the provisions of paragraph (1) are included in the number of votes of the participants attending a participant meeting.
(Application, Mutatis Mutandis of the Companies Act to Participant Meetings)
Article 39The provisions of Article 310, paragraphs (1) through (4), Article 314, Article 315, Article 317, Article 729, paragraph (2), Articles 731 through 735-2, Article 742, paragraph (1), Article 868, paragraph (4), Article 870, paragraph (1) (limited to the part related to item (vii)), the main clause of Article 871, Article 872 (limited to the part related to item (iv)), the main clause of Article 873, Article 875, Article 876, Article 940, paragraph (1) (limited to the part set forth in item (i)) and paragraph (3) of the Companies Act apply mutatis mutandis to a participant meeting. In such a case, in these provisions, the terms "stock company", "bond-issuing company", and "stock company or membership company" are deemed to be replaced with "book-entry transfer institution" and the term "Ministry of Justice Order" is deemed to be replaced with " order of the competent ministry"; the term "Cabinet Order" in Article 310, paragraph (3) of that Act is deemed to be replaced with "order of the competent ministry"; the term "Article 299, paragraph (3)" in paragraph (4) of that Article is deemed to be replaced with "Article 34, paragraph (3) of the Act on Book-Entry Transfer of Corporate Bonds and Shares"; the phrase "a director, an accounting advisor, a company auditor, or an executive officer" in Article 314 of that Act is deemed to be replaced with "a book-entry transfer institution"; the phrase "Article 298 and Article 299" in Article 317 of that Act is deemed to be replaced with "Article 34, paragraphs (2) through (4) of the Act on Book-Entry Transfer of Corporate Bonds and Shares"; the term "bondholders or conveners" in Article 729, paragraph (2) of that Act is deemed to be replaced with "participant meeting"; the phrase "The bond administrator, assistant bond administrator, and bondholders" in Article 731, paragraph (3) of that Act is deemed to be replaced with "participants"; the phrase "the matters stated or recorded in the materials used for explaining the business of the bond-issuing company or other matters regarding the solicitation in Article 676" in Article 733, item (i) of that Act is deemed to be replaced with "operational rules"; in Article 735-2, paragraph (1) of that Act, the phrase ", bond administrator, assistant bond administrator or bondholders" is deemed to be replaced with "or participants" and the phrase "concerning matters...(in the case of an assistant bond administrator, concerning giving consent of a bondholders meeting referred to in Article 711, paragraph (1) as applied mutatis mutandis pursuant to Article 714-7" is deemed to be replaced with "concerning matters..."; the phrase "bond administrator, assistant bond administrator and bondholders" in paragraph (3) of that Article is deemed to be replaced with "participants"; the term "bond-issuing company" in Article 868, paragraph (4) of that Act is deemed to be replaced with "book-entry transfer institution"; the term "this Act" in Article 940, paragraph (1) (limited to what is set forth in item (i)) of that Act is deemed to be replaced with "the Act on Book-Entry Transfer of Corporate Bonds and Shares"; the term "the preceding two paragraphs" in paragraph (3) of that Article is deemed to be replaced with "paragraph (1)"; the term "these provisions" in that paragraph is deemed to be replaced with "the provisions of that paragraph"; and the phrase "company" in items (i) and (iii) of that paragraph is deemed to be replaced with "book-entry transfer institution".
Section 6 Dissolution
(Authorization for Dissolution)
Article 40The following actions do not take effect without the authorization of the competent minister:
(i)a resolution at a shareholders meeting for the dissolution of a book-entry transfer institution; and
(ii)a merger to which book-entry transfer institutions constitute all or some of the parties (but only if the stock company surviving the merger or the stock company incorporated in the merger does not conduct book-entry transfer business).
(Expiration of Designations)
Article 41(1)If a book-entry transfer institution falls under one of the following items, the designation under Article 3, paragraph (1) expires:
(i)the institution discontinues book-entry transfer business; or
(ii)the institution is dissolved (including when a judgment invalidating its incorporation, merger, or incorporation-type split becomes final and binding).
(2)If a designation expires pursuant to the provisions of the preceding paragraph, the former book-entry transfer institution or its general successor (limited to a person that has succeeded to the rights and obligations of a book-entry transfer institution disappearing in a merger, who does not engage in book-entry transfer business; the same applies in the following Article) must notify the competent minister of this pursuant to the provisions of order of the competent ministry.
(3)When a notification under the provisions of the preceding paragraph is made, the competent minister must issue public notice of this in the Official Gazette.
(Deemed Book-Entry Transfer Institution If a Designation Is Revoked)
Article 42If the designation under Article 3, paragraph (1) of a book-entry transfer institution is revoked pursuant to the provisions of Article 22, paragraph (1) or expires pursuant to the provisions of paragraph (1) of the preceding Article, the former book-entry transfer institution or its general successor must promptly discontinue the book-entry transfer business that the book-entry transfer institution is engaged in. In such a case, the former book-entry transfer institution or its general successor is deemed to be a book-entry transfer institution to the extent required to complete the book-entry transfer business.
(Opinion of the Competent Minister in Liquidation Proceedings)
Article 43(1)The court may request the opinion of, or an inspection or investigation by, the competent minister in liquidation proceedings, bankruptcy proceedings, rehabilitation proceedings, reorganization proceedings, or recognition and assistance proceedings.
(2)On finding it to be necessary to do so, the competent minister may state their opinion to the court during the proceedings prescribed in the preceding paragraph.
(3)The provisions of Article 20 apply mutatis mutandis if the competent minister is requested by the court to conduct an inspection or investigation pursuant to the provisions of paragraph (1).
Section 7 Account Management Institutions
(Opening of Accounts of an Account Management Institution)
Article 44(1)The following persons may open an account for another person in which book entries are to be made for bonds and other securities at the request of that person, in accordance with the provisions of this Act and the operational rules of the book-entry transfer institution. In such a case, the person must have an account opened for them in advance by the book-entry transfer institution or by another account management institution related to that book-entry transfer institution (other than one specified by order of the competent ministry), in which book entries are to be made for bonds and other securities:
(i)a financial instruments business operator as defined in Article 2, paragraph (9) of the Financial Instruments and Exchange Act (limited to a person performing Type-I Financial Instruments Business prescribed in Article 28, paragraph (1) of that Act (excluding a Type-I Small Amount Electronic Public Offering Service Provider prescribed in Article 29-4-2, paragraph (9) of that Act));
(ii)a bank as defined in Article 2, paragraph (1) of the Banking Act (Act No. 59 of 1981) (including branches referred to in Article 4, paragraph (1) of that Act licensed by the Prime Minister pursuant to the provisions of Article 47, paragraph (1) of that Act);
(iii)a long-term credit bank as defined in Article 2 of the Long- Term Credit Bank Act (Act No. 187 of 1952);
(iv)a trust company;
(v)the Shoko Chukin Bank, Ltd.;
(vi)The Norinchukin Bank;
(vii)an agricultural cooperative and the federation of agricultural cooperatives engaged in business referred to in Article 10, paragraph (1), item (iii) of the Agricultural Cooperatives Act (Act No. 132 of 1947);
(viii)a fisheries cooperative engaged in business referred to in Article 11, paragraph (1), item (iv) of the Fisheries Cooperatives Act (Act No. 242 of 1948); the federation of fisheries cooperatives engaged in business referred to in Article 87, paragraph (1), item (iv) of that Act; a fishery processing cooperative engaged in business referred to in Article 93, paragraph (1), item (ii) of that Act; or the federation of fishery processing cooperatives engaged in business referred to in Article 97, paragraph (1), item (ii) of that Act;
(ix)a credit cooperative or the federation of cooperatives engaged in business referred to in Article 9-9, paragraph (1), item (i) of the Small and Medium-Sized Enterprise Cooperatives Act (Act No. 181 of 1949);
(x)a Shinkin Bank and the federation of Shinkin Banks;
(xi)a labor bank and the federation of labor banks;
(xii)a person other than one set forth in the preceding items, permitted to manage another person's bonds and other securities in the course of trade pursuant to Japanese laws and regulations, which is specified by order of the competent ministry;
(xiii)a person that has been granted a license or registration, or a similar disposition in a foreign state pursuant to foreign laws and regulations, to manage another person's bonds and other securities or rights similar to bonds and other securities in the foreign state, designated by the competent minister.
(2)If a book-entry transfer institution opens an account for another person in which book entries are to be made for bonds and other securities at the request of that person pursuant to the provisions of the operational rules of another book-entry transfer institution, the book-entry transfer institution must have the other book-entry transfer institution or an account management institution related to the other book-enty transfer institution (excluding one specified by order of the competent ministry) open an account for it in advance in which book entries are to be made for bonds and other securities.
(Services of Account Management Institutions)
Article 45(1)An account management institution is to engage in book-entry transfer business as an account management institution pursuant to the provisions of this Act and the operational rules of the book-entry transfer institution that constitute its superior institution.
(2)An account management institution must keep a book-entry transfer account register.
(Application Mutatis Mutandis)
Article 46The provisions of Article 14 apply mutatis mutandis to an account management institution and the provisions of Article 42 apply mutatis mutandis if an account management institution ceases to be a person set forth in any item of Article 44, paragraph (1).
Section 8 Special Provisions Applicable If the Bank of Japan Engages in Book-Entry Transfer Business
(Special Provisions Applicable If the Bank of Japan Engages in Book-Entry Transfer Business for Book-Entry Transfer of Japanese Government Bonds)
Article 47(1)Notwithstanding the provisions of Article 3, paragraph (1), if the Bank of Japan meets the following requirements, the competent minister may designate the Bank of Japan to engage in book-entry transfer business (limited to book-entry transfer business for Japanese government bonds; hereinafter the same applies in this paragraph through Article 50) upon its application and pursuant to the provisions of this Act:
(i)if the Bank of Japan has had its designation under this paragraph revoked pursuant to the provisions of Article 22, paragraph (1) as applied following a deemed replacement of terms pursuant to the following Article, five years have elapsed from the day of the revocation;
(ii)if the Bank has been ordered to pay a fine for violating this Act and has finished serving the sentence or ceased to be subject to the sentence, five years have elapsed from the day on which it finished serving the sentence or ceased to be subject to the sentence;
(iii)the provisions of its operational rules conform to laws and regulations and are found to be sufficient for performing book-entry transfer business in an appropriate and reliable manner pursuant to the provisions of this Act; and
(iv)in light of its personnel structure, the Bank is found to have the knowledge and experience to perform book-entry transfer business in an appropriate and reliable manner.
(2)On making a designation referred to in the preceding paragraph, the competent minister must issue public notice of this in the Official Gazette.
(3)The provisions of Article 4, paragraph (1) (excluding item (ii) and items (iv) through (vi)) and paragraph (2) (excluding item (ii), item (v) and item (vi)) apply mutatis mutandis to the Bank of Japan if it seeks the designation under paragraph (1). In such a case, the term "trade name" in paragraph (1), item (i) of that Article is deemed to be replaced with "name", the phrase "paragraph (1), items (iii) and (iv) of the preceding Article" in paragraph (2), item (i) of that Article is deemed to be replaced with "Article 47, paragraph (1), item (ii)", and the phrase "the company's certificate of registered information" in item (iii) of that paragraph is deemed to be replaced with "its certificate of registered information".
Article 48When the Bank of Japan has obtained the designation referred to in paragraph (1) of the preceding Article, it is deemed to be a book-entry transfer institution and the provisions of this Act (excluding Articles 5 through 7, Article 9, Article 20, paragraphs (2) and (3), Article 23, items (iii) and (iv), Articles 24 through 30, Article 40, Article 41, paragraph (1), item (ii), Article 43, the following Article, Article 50, Chapter IV and Chapters VI through XII and Articles 1 through10, Articles 12 through 18 and Articles 27 through 42 of the Supplementary Provisions and the punishments concerning these provisions) apply. In such a case, the terms set forth in the middle column of the following table in the provisions set forth in the left-hand column are deemed to be replaced by the terms set forth in the right-hand column of that table, and Cabinet Order provides for any other necessary technical replacement of terms.
Article 8
business
business ( limited to business that involves Japanese government bonds)
Article 12, paragraph (2)
for itself in which book entries are to be made for bonds and other securities (hereinafter referred to as an "institution-held account") for the purpose of performing the obligations as referred to in Article 78, paragraphs (1) and (3) (including as applied mutatis mutandis pursuant to Article 113, Article 115, Article 117, Article 118, Article 120, Article 121, Article 122, Article 124, Article 127, and Article 276, item (i)), Article 103, paragraphs (1) and (3), Article 107, paragraphs (1) and (4), Article 145, paragraphs (1) and (3) (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1), and Article 276, item (ii)), Article 179, paragraphs (1) and (3) (including as applied mutatis mutandis pursuant to Article 247-3, paragraph (1), Article 249, paragraph (1) and Article 276, item (iii)), or Article 210, paragraphs (1) and (4) (including as applied mutatis mutandis pursuant to Article 251, paragraph (1), Article 254, paragraph (1) and Article 276, item (iv))
for itself
Article 16, paragraph (1)
business and property
business
Article 17
the articles of incorporation or operational rules
operational rules
Article 18, paragraph (1)
Article 4, paragraph (1), item (i) or items (iii) through (v)
Article 4, paragraph (1), item (i) or (iii) as applied mutatis mutandis pursuant to Article 47, paragraph (3)
paragraph (2), item (i) or (iii) of the same Article
Article 4, paragraph (2), item (iii) as applied mutatis mutandis pursuant to Article 47, paragraph (3)
Article 18, paragraph (2)
trade name
name
Article 20, paragraph (1)
order a book-entry transfer institution to make reports or submit materials concerning its business or property, or may have relevant officials enter the business office of the book-entry transfer institution and inspect the state of its business or property, books and documents, or other articlesor may have the officials question the persons concerned
order a book-entry transfer institution to make reports or submit materials concerning its business
Article 21
the state of its business operations or its property
its business operations
Article 22, paragraph (1)
revoke a designation under Article 3, paragraph (1) or an approval referred to in the proviso of Article 9, paragraph (1); order the suspension of all or part of its business activities by specifying a period of no longer than six months; or order the dismissal of a director, accounting advisor, company auditor, or executive officer
revoke a designation under Article 47, paragraph (1) designation or order the suspension of all or part of its business activities by specifying a period of no longer than six months
Article 22, paragraph (1), item (i)
Article 3, paragraph (1), item (iii) or (iv)
Article 47, paragraph (1), item (ii)
Article 22, paragraph (1), items (ii) and (iii), and paragraph (2), and Article 23, item (i)
Article 3, paragraph (1)
Article 47, paragraph (1)
Article 32
the approval of the participants, in addition to approval at a shareholders meeting referred to in Article 467, paragraph (1) of the Companies Act
the approval of the participants
Article 41, paragraph (1)
Article 3, paragraph (1)
Article 47, paragraph (1)
Article 41, paragraph (2)
the former book-entry institution or its general successor (limited to a person that has succeeded to the rights and obligations of a book-entry transfer institution disappearing in a merger, who does not engage in book-entry business; the same applies in the following Article)
the former book-entry transfer institution
Article 42
Article 3, paragraph (1)
Article 47, paragraph (1)
the former book-entry transfer institution or its general successor
the former book-entry transfer institution
Article 51, paragraph (1)
Article 3, paragraph (1)
Article 47, paragraph (1)
Article 58
Article 69, paragraph (2)
Article 95, paragraphs (9) and (10) (including as applied mutatis mutandis pursuant to paragraph (11) of the same Article) pursuant to Article 48, Article 69, paragraph (2) following the deemed replacement of terms
Article 89, paragraph (2)
Article 3, paragraph (1)
Article 47, paragraph (1)
Article 90, paragraph (1)
a person may apply
a person may apply or decide
Article 91, paragraph (5)
(ii) the amount of book-entry transfer JGBs by issue;
(ii) the amount of book-entry transfer JGBs by issue (other than one set forth in the following item);
(ii)-2 if the book-entry transfer institution is a pledgee, that fact and the amount of book-entry transfer JGBs underlying the pledge, by issue;
Article 92, paragraph (1)
participant
participant and book-entry transfer institution
Article 92, paragraph (2)
(i) an entry or record of the increase in the amount referred to in item (iv) of the preceding paragraph for a participant referred to in item (ii) of that paragraph, if the book-entry transfer institution is the one that opened the account referred to item (iii) of the preceding paragraph, in the column of the account in which the information set forth in paragraph (3), item (iii) of the preceding Article is entered or recorded (hereinafter referred to as the "holdings column" in this Chapter);
(i) make an entry or record of the increase in the amount referred to in item (iv) of the preceding paragraph for a participant referred to in item (ii) of that paragraph, if the book-entry transfer institution is the one that opened the account referred to item (iii) of the preceding paragraph, in the column of the account (excluding the institution-held account) in which the information set forth in paragraph (3), item (iii) of the preceding Article is entered or recorded (hereinafter referred to as the "holdings column" in this Chapter);
(i)-2 make an entry or record of the increase in the amount referred to in item (iv) of the preceding paragraph in the column in which the information set forth in paragraph (5), item (ii) of the preceding Article following the deemed replacement of termspursuant to Article 48 , is entered or recorded in the institution-held account, if the book-entry transfer institution is the one that acquired those book-entry transfer JGBs;
Article 92, paragraph (3)
provisions of the preceding paragraph
provisions of the preceding paragraph (excluding the provisions of item (i)-2)
Article 93, paragraph (1)
of a particular issue,
of a particular issue, or on deciding to strip a bond pursuant to the provisions of Article 93, paragraph (8)following the deemed replacement of terms pursuant to Article 48,
and as indicated pursuant to the provisions of paragraph (4) in the application
and as indicated pursuant to the provisions of paragraph (4) in the application; or pursuant to the provisions of Article 93, paragraph (8) as applied pursuant to the provisions of Article 48 following the deemed replacement of terms and as indicated in the decision
Article 93, paragraph (7)
(7) The provisions of the preceding paragraph apply mutatis mutandis to a book-entry transfer institutionor account management institution that has received the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), if the notice has been given.
(7) The provisions of the preceding paragraph apply mutatis mutandis to a book-entry transfer institution or account management institution that has received the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), if the notice has been given.
(8) On reaching a decision to strip a specific amount of strippable book-entry transfer JGBs of a particular issue which have been entered or recorded in the column of the institution-held account in which the information set forth in Article 91, paragraph (5), item (ii) following the deemed replacement of terms pursuant to Article 48, is entered or recorded a book-entry transfer institution must immediately make an entry or record of the reduction in the specific amount of the strippable book-entry transfer JGBs of that particular issue which have been entered or recorded in the column in which the information set forth in that item is entered or recorded; make an entry or record of the increase equal to the amount of the book-entry transfer JGBs that constitute the portion of the principal of those strippable book-entry JGBs; and make an entry or record of the increase equal to the amount of each strippable book-entry transfer JGB interest from the book-entry transfer JGBs that constitute the portion of the interest of those strippable book-entry JGBs.
Article 94, paragraph (1)
of a particular issue,
of a particular issue, or on deciding to reconstitute a bond pursuant to the provisions of Article 94, paragraph (8) following the deemed replacement of terms pursuant to Article 48,
and as indicated in the application pursuant to the provisions of paragraph (4) in the application
and as indicated pursuant to the provisions of paragraph (4) in the application; or pursuant to the provisions of Article 94, paragraph (8) following the deemed replacement of terms pursuant to Article 48 and as indicated in the decision
Article 94, paragraph (7)
(7) The provisions of the preceding paragraph apply mutatis mutandis to a book-entry transfer institution or account management institution that has received the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), if the notice has been given.
(7) The provisions of the preceding paragraph apply mutatis mutandis to a book-entry transfer institution or account management institution that has received the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), if the notice has been given.
(8) On reaching a decision to reconstitute a specific amount of strippable book-entry JGBs and interest-only book-entry transfer JGBs which have been entered or recorded in the column of the institution-held account in which the information set forth in Article 91, paragraph (5), item (ii) following the deemed replacement of terms rpursuant to Article 48 is entered or recorded, a book-entry transfer institution must immediately make an entry or record of the reduction in the amount of the strippable book-entry transfer JGBs and each of the interest-only book-entry transfer JGBs of that issue which have been entered or recorded in the column in which the information set forth in that item is entered or recorded and make an entry or record of the increase equal to the amount of the reduction in the principal-only book-entry transfer JGBs, for a strippable book-entry transfer JGB of the same name and code as those principal-only book-entry JGBs. In such a case, the interest payment dates and the amounts of each of the interest-only book-entry transfer JGBs subject to the decision must be the same as the interest payment dates and amounts of each of the portions of the interest of the strippable book-entry transfer JGBs with the same name and code, and of the same amount, as the principal-only book-entry transfer JGBs subject to the decision.
Article 95, paragraph (1)
of a particular issue,
of a particular issue, or on deciding to make a book entry transfer pursuant to the provisions of Article 95, paragraph (9) following the deemed replacement of terms pursuant to Article 48,
and as indicated pursuant to the provisions of paragraph (3) in the application,
and as indicated pursuant to the provisions of paragraph (3) in the application; or pursuant to the provisions of Article 95, paragraphs (9) through (11) following the deemed replacement of terms pursuant to Article 48 and as indicated in the decision
Article 95, paragraph (3), item (iv)
the transferee account (excluding the institution-held account)
the transferee account
holdings column
holdings column (or in the column in which entries or records are made for the information set forth in Article 91, paragraph (5), item (ii) following the deemed replacement of terms pursuant to Article 48, for the institution-held account; hereinafter referred to as the "institution's holdings column" in this Chapter)
pledge column
pledge column (or in the column in which entries or records are made for the information set forth in Article 91, paragraph (5), item (ii)-2 following the deemed replacement of terms pursuant to Article 48, for the institution-held account; hereinafter referred to as the "institution's pledge column" in this Chapter)
Article 95, paragraph (8)
(8) If the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph) has been given, the provisions of the preceding paragraph apply mutatis mutandis to the account management institution that has been notified.
(8) If the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), the provisions of the preceding paragraph apply mutatis mutandis to the account management institution that has been notified.
(9) On deciding to make a book entry transfer in the account of a participant for a specific amount of book-entry transfer JGBs of a particular issue that have been entered or recorded in the institution's holding column or pledge column of the institution-held account, a book-entry transfer institution must immediately take the following measures:
(i) make an entry or record of the reduction in the amount of the book-entry transfer JGBs of that particular issue, in the column of the account related to the decision;
(ii) make an entry or record of the increase in the amount referred to in the preceding item in the holdings column or the pledge column of the transferee account, if the book-entry transfer institution is the one that opened the transferee account related to the decision.
(iii) make an entry or record of the increase in the amount referred to in item (i) in the customer account under the account of the book-entry transfer institution's immediately subordinate institution that is the superior institution of the participant with the transferee account , and notify the immediately subordinate institution of the issue, amount, and transferee account for the book-entry transfer JGBs for which an entry or record of the increase is required to be made when the book entry transfer is made, and whether the entry or record of the increase is to be made in the holdings column or in the pledge column of that account, if the book-entry transfer institution is not the one that opened the transferee account related to the decision.
(10) When the notice referred to in item (iii) of the preceding paragraph has been given, the account management institution that has been notified must immediately take the following measures:
(i) make an entry or record of the increase in the amount referred to in item (i) of the preceding paragraph in the transferee account, in the column related to the notice, if the account management institution is the one that opened the transferee account;
(ii) make an entry or record of the increasein the amount referred to in item (i) of the preceding paragraph in the customer account under the account of the account management institution's immediately subordinate institution that is the superior institution of the participant with the transferee account, and notify the immediately subordinate institution of the particulars notified pursuant to the provisions of item (iii) of the preceding paragraph, if the account management institution is not the one that opened the transferee account.
(11) If the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph) has been given, the provisions of the preceding paragraph apply mutatis mutandis to the account management institution that has been notified.
Article 96, paragraph (1)
of a particular issue,
of a particular issue, or on deciding to make a deletion pursuant to the provisions of Article 96, paragraph (8) following the deemed replacement of terms pursuant to Article 48,
and as indicated pursuant to the provisions of paragraph (3) in the application,
and as indicated pursuant to the provisions of paragraph (3) in the application; or pursuant to the provisions of Article 96, paragraphs (8) following the deemed replacement of terms pursuant to Article 48 and as indicated in the decision
Article 96, paragraph (7)
(7) The national government may demand that, in exchange for the government redeeming book-entry transfer JGBs (or paying interest, if the bonds are interest-only book-entry JGBs), their bondholder or pledgee file an application with its immediately superior institution to make a deletion for the book-entry JGBs of that issue which appear on its account, deleting the same amount from the account as the amount of the book-entry transfer JGBs that are being redeemed.
(7) The national government may demand that, in exchange for the government redeeming book-entry transfer JGBs (or paying interest, if the bonds are interest-only book-entry transfer JGBs), their bondholder or pledgee file an application with its immediately superior institution to make a deletion for the book-entry transfer JGBs of that issue which appear on its account, deleting the same amount from the account as the amount of the book-entry transfer JGBs that are being redeemed.
(8) On reaching a decision to delete a specific amount of book-entry transfer JGBs of a particular issue which have been entered or recorded in the institution's holdings column or pledge column of the institution-held account, a book-entry transfer institution must immediately make an entry or record of the reduction in the amount of the issue subject to the decision, in the column that is related to that decision.
Article 98
based on an application for book entry transfer,
based on an application for book entry transfer or a decision referred to in Article 95, paragraph (9)following the deemed replacement of terms pursuant to Article 48,
(or in the column in which the information set forth in Article 91, paragraph (5), item (ii) is entered or recorded, for
or in the institution's holdings column of
Article 99
based on an application for book entry transfer,
based on an application for book entry transfer or a decision referred to in Article 95, paragraph (9)following the deemed replacement of terms under Article 48,
pledge column of its account
pledge column of its account (or the institution's pledge column, for the institution held account)
Article 101
participant
participant and book-entry transfer institution
Article 102
based on an application for book entry transfer,
based on an application for book entry transfer or a decision referred to in Article 95, paragraph (9)following the deemed replacement of terms pursuant to Article 48,
Article 103, paragraph (1), item (i) and Article 107, paragraph (1), item (i)
the accounts of the participants of the book-entry transfer institution
the accounts of the participants of the book-entry transfer institution and the institution-held account
Article 278, paragraph (1)
or Article 95, paragraph (1)
or Article 95, paragraph (1), or issue a decision referred to in Article 95, paragraph (9)following the deemed replacement of terms pursuant to Article 48,
Article 281
Article 3, paragraph (1)
Article 47, paragraph (1)
Article 282, paragraph (1), item (i)
Article 3, paragraph (1)
Article 47, paragraph (1)
Article 25, paragraph (5), Article 27, paragraph (5), Article 29, paragraph (5) or Article 31, paragraph (5)
Article 31, paragraph (5) applied mutatis mutandis pursuant to Article 50
Article 282, paragraph (1), item (ii)
Article 3, paragraph (1)
Article 47, paragraph (1)
Article 22, paragraph (7) of the Supplementary Provisions
(7) On receiving the notice referred to in paragraph (5), item (i), the national government must immediately retire the registration related to the request for retirement prescribed in paragraph (3).
(7) On receiving the notice referred to in paragraph (5), item (i), the national government must immediately retire the registrationrelated to the request for retirement prescribed in paragraph (3).
(8) On reaching a decision to enter or record the special deficit-financing bonds it holds in the book entry transfer receipts register, a book-entry transfer institution must immediately enter or record in the book entry transfer receipts register the information set forth in the items of Article 20, paragraph (1) of the Supplementary Provisions for the special deficit-financing bonds subject to that decision.
(9) Having made entries or records in the book entry transfer receipts register pursuant to the preceding paragraph, a book-entry transfer institution must immediately take the following measures for the special deficit-financing bonds that are entered or recorded:
(i) notify the national government the fact that it has made entries or records in the book entry transfer receipts register;
(ii) make an entry or record of the increase in the amount of those special deficit-financing bonds in the column of the institution-held account in which entries or records are made for the information set forth in Article 91, paragraph (5), item (ii) following the deemed replacement of terms pursuant to Article 48.
(Special Provisions on Business Transfer Orders)
Article 49If a book-entry transfer institution falls under one of the items of Article 23, the competent minister may order it to transfer book-entry transfer business to the Bank of Japan that has obtained the designation referred to in Article 47, paragraph (1).
(Application Mutatis Mutandis of Authorization for a Business Transfer)
Article 50The provisions of Article 31 apply mutatis mutandis to a book-entry transfer institution's transfer of all or some of its book-entry transfer business to the Bank of Japan. In such a case, the phrase "items of Article 4, paragraph (1)" in Article 31, paragraph (2), item (i) is deemed to be replaced with "Article 4, paragraph (1), item (i) and (iii) as applied mutatis mutandis pursuant to Article 47, paragraph (3)"; the phrase "items of Article 3, paragraph (1)" in paragraph (4), item (i) of that Article is deemed to be replaced with "items of Article 47, paragraph (1)"; the phrase "a book-entry transfer institution is the transferee company" in paragraph (5) of that Article is deemed to be replaced with "the Bank of Japan has obtained the designation referred to in Article 47, paragraph (1)"; and the phrase "Article 3, paragraph (1)" in that paragraph is deemed to be replaced with "Article 47, paragraph (1)".
Chapter III Participant Protection Trust
Section 1 Participant Protection Trust Contracts
(Conclusion of Participant Protection Trust Contracts)
Article 51(1)After obtaining the designation referred to in Article 3, paragraph (1), an book-entry transfer institution must conclude a participant protection trust contract as the settlor without delay; provided, however, that this does not apply if another book-entry transfer institution has already concluded a participant protection trust contract when the aforementioned book-entry transfer institution is so designated.
(2)A book-entry transfer institution that is released from the requirement to conclude a participant protection trust contract pursuant to the proviso of the preceding paragraph is deemed to have concluded a participant protection trust contract prescribed in the proviso of the preceding paragraph as a settlor.
(3)When a book-entry transfer institution concludes a participant protection trust contract pursuant to the main clause of paragraph (1) (including if the institution is deemed to have concluded a participant protection trust contract pursuant to the provisions of the preceding paragraph), it must specify the particulars concerning the participant protection trust in its operational rules without delay.
(Trustees)
Article 52A participant protection trust contract must not be concluded unless the trustee is a trust company or similar institution (meaning a trust company (limited to one that has obtained a license referred to in Article 3 or Article 53, paragraph (1) of the Trust Business Act (Act No. 154 of 2004)) or a financial institution engaged in trust business (meaning a financial institution that has obtained the authorization referred to in Article 1, paragraph (1) of the Act on Engagement in Trust Business by Financial Institutions (Act No. 43 of 1943); the same applies hereinafter); the same applies hereinafter).
(Beneficiaries)
Article 53The beneficiaries of a participant protection trust are participants that hold claims subject to compensation prescribed in Article 60, paragraph (1).
(Designation of Trust Administrators)
Article 54A trust administrator and the beneficiary agent must be designated in a participant protection trust contract.
(Establishment of Management Committees)
Article 55(1)Participants protection trust contracts must provide for the establishment of a management committee.
(2)With the authorization of the competent minister, the trustee appoints and dismisses members of a management committee from among persons with the business or academic experience necessary for the appropriate management of the participant protection trust.
(Participant Protection Trust Contracts)
Article 56The following particulars must be specified in a participant protection trust contract:
(i)the fact that it is a participant protection trust;
(ii)the particulars concerning the trust administrator and beneficiary agent;
(iii)the particulars concerning the management committee;
(iv)the particulars concerning the administration and management of the trust property;
(v)the particulars concerning the calculation and payment method of trust fees, and the timing of their payment;
(vi)the particulars concerning the disposal of trust property;
(vii)the means of public notice; and
(viii)other particulars prescribed by order of the competent ministry.
(Authorization)
Article 57A book-entry transfer institution must receive the authorization of the competent minister in advance pursuant to the provisions of order of the competent ministry when seeking to conclude a participant protection trust contract.
Section 2 Issuing Payment to Beneficiaries
(Notice to Beneficiaries)
Article 58If the current or former immediately superior institution of a participant is liable for damage that a book-entry transfer institution or account management institution has made to the participant by causing omission of an entry or record in the book-entry transfer account register or causing an erroneous entry or record to be made in the register, in violation of the following provisions (referred to as "erroneous entry or recording" in Article 60, paragraph (1)), and has become subject to an order commencing bankruptcy proceedings, order commencing rehabilitation proceedings, order commencing reorganization proceedings, order commencing special liquidation, or order recognizing foreign insolvency proceedings (hereinafter referred to as an "order commencing bankruptcy or similar proceedings" in this Article) (hereinafter such an institution is referred to as a "bankrupt current or former immediately superior institution" in this Section and Section 4), in addition to immediately notifying the trustee that it has become subject to an order commencing bankruptcy or similar proceedings and of other particulars specified by order of the competent ministry, the bankrupt current or former immediately superior institution must immediately report that fact to the competent minister:
(i)the provisions of Article 69, paragraph (2) (including as applied mutatis mutandis pursuant to paragraph (3) of that Article (including as applied mutatis mutandis pursuant to Article 113, Article 115, Article 117, Article 118, Article 120, Article 121, Article 122, Article 124, Article 127 and Article 276, item (i)), Article 113, Article 115, Article 117, Article 118, Article 120, Article 121, Article 122, Article 124, Article 127, and Article 276, item (i));
(ii)the provisions of Article 70, paragraph (1) (including as applied mutatis mutandis pursuant to Article 113, Article 115, Article 117, Article 118, Article 120, Article 121, Article 122, Article 124, Article 127, and Article 276, item (i));
(iii)the provisions of Article 71, paragraph (1) (including as applied mutatis mutandis pursuant to Article 113, Article 115, Article 117, Article 118, Article 120, Article 121, Article 122, Article 124, Article 127, and Article 276, item (i));
(iv)the provisions of Article 72 (including as applied mutatis mutandis pursuant to Article 113, Article 115, Article 117, Article 118, Article 120, Article 121, Article 122, Article 124, Article 127, and Article 276, item (i));
(v)the provisions of Article 78, paragraph (5) (including as applied mutatis mutandis pursuant to Article 113, Article 115, Article 117, Article 118, Article 120, Article 121, Article 122, Article 124, Article 127, and Article 276, item (i));
(vi)the provisions of Article 79, paragraph (5) (including as applied mutatis mutandis pursuant to Article 113, Article 115, Article 117, Article 118, Article 120, Article 121, Article 122, Article 124, Article 127, and Article 276, item (i));
(vii)the provisions of Article 92, paragraph (2) (including as applied mutatis mutandis pursuant to Article 92, paragraph (3));
(viii)the provisons of Article 93, paragraph (1), Article 94, paragraph (1), Article 95, paragraph (1), Article 96, paragraph (1), Article 97, Article 103, paragraph (5), Article 104, paragraph (5), Article 107, paragraph (6), Article 108, paragraph (5), Article 121-2, paragraph (4) or (5), Article 121-3, paragraph (4) or (5), Article 121-4, paragraph (3) (including as applied mutatis mutandis pursuant to paragraph (4) of that Article), Article 122-2, paragraph (4) or (5), or Article 124-2, paragraph (4) or (5);
(viii)-2the provisions of Article 127-5, paragraph (2) (including as applied mutatis mutandis pursuant to paragraph (3) of that Article), Article 127-7, paragraph (1), Article 127-9, paragraph (1), Article 127-10, paragraph (3) (including as applied mutatis mutandis pursuant to paragraph (4) of that Article), Article 127-11, paragraph (3) (including as applied mutatis mutandis pursuant to paragraph (4) of that Article) and paragraph (5), Article 127-12, paragraph (3) (including as applied mutatis mutandis pursuant to paragraph (4) of that Article) and paragraph (5), Article 127-13, paragraph (3) (including as applied mutatis mutandis pursuant to paragraph (4) of that Article) and paragraph (5), Article 127-15, Article 127-21, paragraph (5), and Article 127-22, paragraph (5);
(ix)the provisions of Article 130, paragraph (2) (including as applied mutatis mutandis pursuant to paragraph (3) of that Article (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1), and Article 276, item (ii)), Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1), and Article 276, item (ii));
(x)the provisions of Article 132, paragraph (1) (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1), and Article 276, item (ii));
(xi)the provisions of Article 134, paragraph (1) (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), and Article 276, item (ii));
(xii)the provisions of Article 135, paragraph (3) (including as applied mutatis mutandis pursuant to paragraph (4) of that Article (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), and Article 276, item (ii)), Article 228, paragraph (1), Article 235, paragraph (1), and Article 276, item (ii));
(xiii)the provisions of Article 136, paragraph (3) (including as applied mutatis mutandis pursuant to paragraph (4) of that Article (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 239, paragraph (1), and Article 276, item (ii)), Article 228, paragraph (1), Article 239, paragraph (1), and Article 276, item (ii));
(xiv)the provisions of Article 136, paragraph (5) (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 239, paragraph (1), and Article 276, item (ii));
(xv)the provisions of Article 137, paragraph (3) (including as applied mutatis mutandis pursuant to paragraph (4) of that Article (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), and Article 276, item (ii)), Article 228, paragraph (1), Article 235, paragraph (1), and Article 276, item (ii));
(xvi)the provisions of Article 137, paragraph (5) (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), and Article 276, item (ii));
(xvii)the provisions of Article 138, paragraph (3) (including as applied mutatis mutandis pursuant to paragraph (4) of that Article (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 256, Article 262, paragraphs (1) and (3), Article 263, Article 270, and Article 276, item (ii)), Article 228, paragraph (1), Article 235, paragraph (1), Article 256, Article 262, paragraphs (1) and (3), Article 263, Article 270, and Article 276, item (ii));
(xviii)the provisions of Article 138, paragraph (5) (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 256, Article 262, paragraphs (1) and (3), Article 263, Article 270, and Article 276, item (ii));
(xix)the provisions of Article 139 (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1), and Article 276, item (ii));
(xx)the provisions of Article 145, paragraph (5) (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1), and Article 276, item (ii));
(xxi)the provisions of Article 146, paragraph (5) (including as applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1), and Article 276, item (ii));
(xxii)the provisions of Article 166, paragraph (2) (including as applied mutatis mutandis pursuant to paragraph (3) of that Article (including as applied mutatis mutandis pursuant to Article 247-3, paragraph (1), Article 249, paragraph (1), and Article 276, item (iii)), Article 247-3, paragraph (1), Article 249, paragraph (1), and Article 276, item (iii));
(xxiii)the provisions of Article 168, paragraph (1) (including as applied mutatis mutandis pursuant to Article 247-3, paragraph (1), Article 249, paragraph (1), and Article 276, item (iii));
(xxiv)the provisions of Article 170, paragraph (1) (including as applied mutatis mutandis pursuant to Article 247-3, paragraph (1), Article 249, paragraph (1), and Article 276, item (iii));
(xxv)the provisions of Article 171, paragraph (3) (including as applied mutatis mutandis pursuant to paragraph (4) of that Article (including as applied mutatis mutandis pursuant to Article 247-3, paragraph (1) and Article 276, item (iii)), Article 247-3, paragraph (1) and Article 276, item (iii));
(xxvi)the provisions of Article 172 (including as applied mutatis mutandis pursuant to Article 247-3, paragraph (1), Article 249, paragraph (1), and Article 276, item (iii));
(xxvii)the provisions of Article 173 (including as applied mutatis mutandis pursuant to Article 247-3, paragraph (1), Article 249, paragraph (1), and Article 276, item (iii));
(xxviii)the provisions of Article 179, paragraph (5) (including as applied mutatis mutandis pursuant to Article 247-3, paragraph (1), Article 249, paragraph (1), and Article 276, item (iii));
(xxix)the provisions of Article 180, paragraph (5) (including as applied mutatis mutandis pursuant to Article 247-3, paragraph (1), Article 249, paragraph (1), and Article 276, item (iii));
(xxx)the provisions of Article 195, paragraph (2) (including as applied mutatis mutandis pursuant to paragraph (3) of that Article (including as applied mutatis mutandis pursuant to Article 251, paragraph (1), Article 254, paragraph (1), and Article 276, item (iv)), Article 251, paragraph (1), Article 254, paragraph (1), and Article 276, item (iv));
(xxxi)the provisions of Article 197, paragraph (1) (including as applied mutatis mutandis pursuant to Article 251, paragraph (1), Article 254, paragraph (1), and Article 276, item (iv));
(xxxii)the provisions of Article 199, paragraph (1) (including as applied mutatis mutandis pursuant to Article 251, paragraph (1), Article 254, paragraph (1), and Article 276, item (iv));
(xxxiii)the provisions of Article 200, paragraph (3) (including as applied mutatis mutandis pursuant to paragraph (4) of that Article (including as applied mutatis mutandis pursuant to Article 276, item (iv)) and Article 276, item (iv));
(xxxiv)the provisions of Article 201 (including as applied mutatis mutandis pursuant to Article 254, paragraph (1) and Article 276, item (iv));
(xxxv)the provisions of Article 202, paragraph (2) (including as applied mutatis mutandis pursuant to Article 254, paragraph (1) and Article 276, item (iv));
(xxxvi)the provisions of Article 203, paragraph (2) (including as applied mutatis mutandis pursuant to Article 254, paragraph (1) and Article 276, item (iv));
(xxxvii)the provisions of Article 204 (including as applied mutatis mutandis pursuant to Article 251, paragraph (1), Article 254, paragraph (1), and Article 276, item (iv));
(xxxviii)the provisions of Article 210, paragraph (6) (including as applied mutatis mutandis pursuant to Article 251, paragraph (1), Article 254, paragraph (1), and Article 276, item (iv));
(xxxix)the provisions of Article 211, paragraph (5) (including as applied mutatis mutandis pursuant to Article 251, paragraph (1), Article 254, paragraph (1), and Article 276, item (iv));
(xl)the provisions of Article 230, paragraph (2) or Article 240, paragraph (2);
(xli)the provisions of Article 241, paragraph (3) (including as applied mutatis mutandis pursuant to paragraph (4) of that Article);
(xlii)the provisions of Article 242, paragraph (3) (including as applied mutatis mutandis pursuant to paragraph (4) of that Article); and
(xliii)the provisions of Article 242, paragraph (5).
(Public Notice)
Article 59(1)On receiving the notice under the preceding Article, a trustee must hear the opinion of the management committee, establish the period and place for persons to file notification of claims subject to compensation prescribed in paragraph (1) of the following Article, specify other particulars prescribed by Cabinet Order, and issue public notice of that fact.
(2)A trustee may change the period for filing a notification specified in the public notice if, after the public notice has been issued pursuant to the preceding paragraph, a public notice under the provisions of Article 197, paragraph (1) of the Bankruptcy Act (Act No. 75 of 2004) is issued (including as applied mutatis mutandis pursuant to Article 209, paragraph (3) of that Act), a notice under the provisions of Article 65-2 is given, or any other circumstance specified by Cabinet Order arises with respect to the bankrupt current or former immediately superior institution.
(3)If a trustee changes the period for filing a notification pursuant to the provisions of the preceding paragraph, the trustee must issue public notice of the particulars concerning the change without delay.
(4)Once a trustee establishes the particulars prescribed in paragraph (1) or changes the period for filing a notification pursuant to paragraph (2), the trustee must immediately report that fact to the competent minister.
(Issuing Payment to Beneficiaries)
Article 60(1)At the request of a participant, a trustee makes a payment pursuant to order of the competent ministry, in an amount equivalent to the claim for damage that the participant has incurred due to the erroneous entry or recording by book-entry transfer insitituion or account management institution (hereinafter referred to as a "claim due to erroneous entry or recording") and which the participant holds against the bankrupt current or former immediately superior institution at the commencement of bankruptcy proceedings or other proceedings (referred to as a "claim subject to compensation" in paragraph (6), the following Article, and Article 61-2).
(2)The request referred to in the preceding paragraph may only be made within the period for filing a notification specified in the public notice issued pursuant to the provisions of paragraph (1) or (3) of the preceding Article; provided, however, that this does not apply if the trustee finds there to be a natural disaster or other compelling circumstances for the failure to make the request within the period for filing a notification.
(3)The trustee must hear the opinion of the management committee in advance if they find there to be a natural disaster or other compelling circumstances for the failure to make the request pursuant to the preceding paragraph.
(4)Notwithstanding the provisions of paragraph (1), if the amount required to be paid pursuant to that paragraph exceeds the amount specified by Cabinet Order, the trustee is to pay the amount specified by Cabinet Order.
(5)Notwithstanding the provisions of paragraph (1) or the preceding paragraph, if the total amount required to be paid to all participants pursuant to the provisions of paragraph (1) and the preceding paragraph exceeds the amount of trust property in the participant protection trust, the payment is to be made in proportion to the part of the amount that is required to be paid to each participant pursuant to the provisions of paragraph (1) and the preceding paragraph.
(6)Once a trustee makes a payment pursuant to the provisions of paragraph (1) or the preceding two paragraphs, the trustee acquires the claim subject to compensation related to the payment (or acquires a claim due to erroneous entry or recording against the principal obligor of the guarantee obligation, if the claim subject to compensation related to the payment is a claim that involves a guarantee obligation of the bankrupt current or former immediately superior institution) in proportion to the amount paid.
(Instructions by the Management Committee)
Article 61When making a payment against a claim subject to compensation pursuant to the provisions of paragraph (1), paragraph (4), or paragraph (5) of the preceding Article, a trustee must ask for instructions on payment from the management committee. In such a case, the management committee must promptly verify the claim subject to compensation and give instructions.
(Application of the Income Tax Act)
Article 61-2(1)If a participant receives the payment referred to in Article 60, paragraph (1) based on a claim subject to compensation, the bonds and other securities underlying the claim subject to compensation (limited to the part of the claim subject to compensation that the trustee has acquired based on the payment) is deemed to have been transferred from the participant to the trustee that made the payment, based on the amount paid and at the time the participant received the payment, and the provisions of the Income Tax Act (Act No. 33 of 1965) and other laws and regulations concening income taxes apply.
(2)Cabinet Order prescribes the necessary particulars concerning the application of the special provisions of Article 4-2 and Article 4-3 of the Act on Special Measures Concerning Taxation (Act No. 26 of 1957) when the provisions of the preceding paragraph apply.
Section 3 Dues
(Payment of Dues to a Participant Protection Trust by Book-Entry Transfer Institution or Account Management Institution)
Article 62(1)A book-entry transfer institution or account management institution (other than one set forth in Article 44, paragraph (1), item (xiii); the same applies in Article 64, paragraph (1)) must pay money for the trust property of a participants protection trust (hereinafter referred to as "dues" in this Section) to the trustee, pursuant to the provisions of order of the competent ministry.
(2)Money that a book-entry transfer institution places in trust as part of the trust property of a participant protection trust at the time it concludes a participant protection trust contract pursuant to the provisions of the main clause of Article 51, paragraph (1) are deemed to be dues.
(Amount of Dues)
Article 63(1)The amount of dues is calculated using the method prescribed in the operational rules of the book-entry transfer institution in accordance with the standards prescribed by order of the competent ministry.
(2)The competent minister must exercise appropriate supervision to enable dues to be imposed fairly to the institutions as well as secure sufficient trust property for the participant protection trust.
(Late Payment Charges)
Article 64(1)If a book-entry transfer institution or account management institution fails to pay dues by the due date prescribed in its operational rules, it must pay a late payment charge to the trustee, as part of the trust property of the participant protection trust.
(2)The late payment charge referred to in the preceding paragraph is calculated by multiplying the amount of the unpaid dues by an annual rate of 14.5%, in accordance with the number of days in the period running from the day after the due date to the date of payment.
Section 4 Miscellaneous Provisions
(Application Mutatis Mutandis of the Act on Charitable Trust)
Article 65The provisions of Article 4, paragraph (2) and Articles 5 through 9 of the Act on Charitable Trust (Act No. 62 of 1922) apply mutatis mutandis to a participant protection trust.
(Notifying the Trustee of the Notice of Distribution concerning the Bankrupt Current or Former Immediately Superior Institution)
Article 65-2If a bankruptcy trustee gives a notice under Article 197, paragraph (1) of the Bankruptcy Act (including as applied mutatis mutandis pursuant to Article 209, paragraph (3) of that Act) or Article 204, paragraph (2) of that Act, or receives the approval under Article 208, paragraph (1) of that Act in the course of the bankruptcy proceedings of a bankrupt current or former immediately superior institution, the bankruptcy trustee must notify the trustee of the participant protection trust of that fact.
Chapter IV Book-Entry Transfer of Corporate Bonds
Section 1 General Rules
(Attribution of Rights)
Article 66The attribution of rights (other than a claim for interest prescribed in Article 73) of the following corporate bonds which are handled by a book-entry transfer institution (hereinafter referred to as a "book-entry transfer corporate bond" in this Chapter) is established by the entries or records in a book-entry transfer account register as under the provisions of this Chapter:
(i)a corporate bond that satisfies all of the following requirements (referred to as a "short-term corporate bond" in this Chapter):
(a)the amount of each corporate bond is not less than one hundred million yen;
(b)there are provisions on a fixed due date for the redemption of the principal that is within one year from the day on which the total amount of the corporate bonds is paid in, and there are no provisions on payment by installment;
(c)there are provisions establishing that the due date for the payment of interest is the same day as the due date for the redemption of the principal referred to in (b);
(d)the bond is not secured by collateral pursuant to the provisions of the Secured Bonds Trust Act (Act No. 52 of 1905); and
(ii)a corporate bond that is provided for in a decision to issue corporate bonds establishing that all corporate bonds issued based on that decision will be subject to the application of this Act.
(Non-Issuance of Corporate Bond Certificates)
Article 67(1)Corporate bond certificates may not be issued for book-entry transfer corporate bonds.
(2)Notwithstanding the provisions of the preceding paragraph, if a book-entry transfer institution that handles book-entry transfer corporate bonds has its designation under Article 3, paragraph (1) revoked pursuant to the provisions of Article 22, paragraph (1) or the designation expires pursuant to the provisions of Article 41, paragraph (1), and there is no person to succeed to the book-entry transfer business of the book-entry transfer institution, or if a book-entry transfer institution that handles book-entry transfer corporate bonds ceases to handle the book-entry transfer corporate bonds, the holder of the book-entry transfer corporate bond may ask the issuer to issue a corporate bond certificate.
(3)A corporate bond certificate referred to in the preceding paragraph is to be in bearer form.
Section 2 Book-Entry Transfer Account Registers
(Information Required to Be Entered or Recorded in a Book-Entry Transfer Account Register)
Article 68(1)A book-entry transfer account register is subdivided by account for each participant.
(2)The account of an account management institution in a book-entry transfer account register is subdivided as follows:
(i)an account in which entries or records are made for book-entry transfer corporate bonds for which the account management institution holds rights (hereinafter referred to as the institution's "own account" in this Chapter);
(ii)an account in which entries or records are made for book-entry transfer corporate bonds under which the participants of the account management institution or of its subordinate institution hold rights (hereinafter referred to as a "customer account" in this Chapter).
(3)The following information is to be entered or recorded for each account (excluding a customer account) in a book-entry transfer account register:
(i)the name and address of the participant;
(ii)the issuer's trade name and the type of book-entry transfer corporate bond (hereinafter referred to as the "issue" in this Chapter);
(iii)the amount of book-entry transfer corporate bonds by issue (other than those set forth in the following item);
(iv)if the participant is a pledgee, an in indication of that fact and the amount of book-entry transfer corporate bonds underlying the pledge by issue;
(v)if the participant is the trustee of a trust, indication of that fact and the amount of the book-entry transfer corporate bonds referred to in the preceding two items which constitute trust property; and
(vi)other information specified by Cabinet Order.
(4)The following information is to be entered or recorded for each customer account in a book-entry transfer account register:
(i)the information set forth in items (i) and (ii) of the preceding paragraph;
(ii)the amount of book-entry transfer corporate bonds by issue; and
(iii)other information specified by Cabinet Order.
(5)If a book-entry transfer institution opens an institution-held account, it must create a subdivision for that account in the book-entry transfer account register and enter or record the following information:
(i)the issue;
(ii)the amount of book-entry transfer corporate bonds by issue; and
(iii)other information specified by Cabinet Order.
(6)A book-entry transfer account register may be created as an electronic or magnetic record (limited to one specified by order of the competent ministry).
(New Entries or Records to be Made upon Issuance of Book-Entry Transfer Corporate Bonds)
Article 69(1)The issuer of book-entry transfer corporate bonds of a particular issue must notify the book-entry transfer institution to which the issuer has given the consent referred to in Article 13, paragraph (1) of the following information after the issuance date of those book-entry transfer corporate bonds, without delay:
(i)the issue of book-entry transfer corporate bonds that have been issued;
(ii)the names of the participants that are the holders or pledgees of the book-entry transfer corporate bonds referred to in the preceding item;
(iii)the accounts opened for the participants referred to in the preceding item, in which book entries are to be made for the book-entry transfer corporate bonds referred to in item (i);
(iv)the amount of book-entry transfer corporate bonds referred to in item (i) for each participant (other than those set forth in the following item);
(v)if the participant is a pledgee, indication of that fact and the amount of book-entry transfer corporate bonds underlying the pledge referred to in item (i);
(vi)if the participant is the trustee of a trust, indication of that fact and the amount of book-entry transfer corporate bonds referred to in item (iv) and the preceding item which constitute trust property; and
(vii)the total amount of book-entry transfer corporate bonds referred to in item (i) and other information specified by order of the competent ministry.
(2)If the notice referred to in the preceding paragraph has been given, the book-entry transfer institution that has received the notice must immediately take the following measures for the issue of the book-entry transfer corporate bonds that has been notified:
(i)to make the following entries or records, if the book-entry transfer institution is the one that has opened the account referred to item (iii) of the preceding paragraph:
(a)an entry or a record showing the increase in the amount referred to in item (iv) of the preceding paragraph for a participant referred to in item (ii) of that paragraph (limited to one that is a bondholder referred to in that item), in the column of the account for entering or recording the information set forth in paragraph (3), item (iii) of the preceding Article (hereinafter referred to as the "holdings column" in this Chapter);
(b)an entry or record of the increase in the amount referred to in item (v) of the preceding paragraph for a participant referred to in item (ii) of that paragraph (limited to one that is a pledgee referred to in that item), in the column of the account for entering or recording the information set forth in paragraph (3), item (iv) of the preceding Article (hereinafter referred to as the "pledge column" in this Chapter);
(c)an entry or record in the account of the increase in the amount of the book-entry transfer corporate bonds that constitute trust property referred to in item (vi) of the preceding paragraph.
(ii)if the book-entry transfer institution is not the one that opened the account referred to item (iii) of the preceding paragraph, to make an entry or record of the increase in the sum of the amounts referred to in items (iv) and (v) of the preceding paragraph for a participant referred to in item (ii) of that paragraph, in the customer account under the account of the book-entry transfer institution's immediately subordinate institution that is the superior institution of that participant, and to give notice of the information set forth in items (i) through (vi) of that paragraph to the immediately subordinate instituion.
(3)If the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph) is given, the provisions of the preceding paragraph apply mutatis mutandis to the account management institution that has received the notice.
(Procedures If a Company is Unable to Identify the Account of the Bondholder)
Article 69-2(1)If a company seeks to deliver book-entry transfer corporate bonds of a particular issue and is unable to identify the account that has been opened for the holder or pledgee of those bonds in which book entries are to be made for book-entry transfer corporate bonds, the company (or the person specified by order of the competent ministry as being equivalent to the company, if the company is delivering book-entry transfer corporate bonds at the time of a consolidation-type merger or in other cases specified by order of the competent ministry; hereinafter referred to as the "notifier" in this Article) must notify the person prescribed by order of the competent ministry as a person that is to become the holder or pledgee of those book-entry transfer corporate bonds of the following information, by one month prior to the fixed date referred to in item (i):
(i)the fact that the company will give the notice referred to in paragraph (1) of the preceding Article or file an application for a book-entry transfer for the holder (other than the holder of corporate bonds underlying the pledge, if there is a pledgee) or pledgee of the book-entry transfer corporate bonds on a fixed date;
(ii)the fact that the notifier must be notified of the account opened for the bondholder or pledgee referred to in the preceding item (other than an account opened by a book-entry transfer institution or account management institution based on a request referred to in the main clause of paragraph (3)) in which book entries are to be made for the book-entry transfer corporate bonds, by the fixed date referred to in that item;
(iii)the name and address of the book-entry transfer institution or account management institution that opens an account based on the request referred to in the main clause of paragraph (3); and
(iv)other information specified by order of the competent ministry.
(2)If the notifier referred to in the preceding paragraph is a person other than the company referred to in that paragraph, the notifier must notify that company, on the fixed date referred to in item (i) of that paragraph, of the account referred to in item (ii) of that paragraph which the bondholder or pledgee referred to in that item has notified.
(3)If the bondholder or pledgee referred to paragraph (1), item (i) does not notify the notifier of the account referred to in item (ii) of that paragraph by the fixed date referred to in item (i) of that paragraph, the company must request the book-entry transfer institution or account management institution referred to in item (iii) of that paragraph to open an account for the bondholder or pledgee in which book entries are to be made for book-entry transfer corporate bonds (hereinafter referred to as a "special account"); provided, however, that this does not apply if there is a special account that the company has requested be opened for the bondholder or pledgee.
(4)If a company is the issuer of corporate bonds that constitute book-entry transfer corporate bonds referred to paragraph (1) and has not given the consent referred to in Article 13, paragraph (1) by the fixed date referred to in paragraph (1), item (i), it must promptly give the consent referred to in Article 13, paragraph (1) to the book-entry transfer institution for those corporate bonds.
(5)In the case prescribed in paragraph (1), when a company gives the notice referred to in paragraph (1) of the preceding Article, it must use the account referred to in paragraph (1), item (ii) that has been notified by the bondholder or pledgee referred to in paragraph (1), item (i) (or the special account that the company has requested to be opened, if the notice has not been given) as the account referred to in paragraph (1), item (iii) of the preceding Article.
(Book-Entry Transfer Procedures)
Article 70(1)If an application for a book-entry transfer for book-entry transfer corporate bonds of a particular issue has been filed, a book-entry transfer institution or account management institution must, pursuant to the provisions of paragraphs (4) through (8) and as indicated in the application pursuant to the provisions of paragraph (3), enter or record the reduction or increase in the book-entry transfer account register that it keeps, or give notice to the person concerned of the reduction or increase.
(2)Unless otherwise prescribed in this Act, the application referred to in the preceding paragraph is an application that the participant files with its immediately superior institution for whom the reduction is entered or recorded in their account (excluding a customer account) by the book-entry transfer.
(3)A person filing an application referred to in paragraph (1) must indicate the following information in that application:
(i)the issue and the amount of book-entry transfer corporate bonds for which the reduction and increase are required to be entered or recorded when the book-entry transfer is made;
(ii)whether the reduction will be entered or recorded in the holdings column or the pledge column of the account of the participant referred to in the preceding paragraph;
(iii)the account in which the entry or record of the increase is required to be made (excluding a customer account; hereinafter referred to as the "transferee account" in this Section); and
(iv)whether the increase will be entered or recorded in the holdings column or the pledge column of the transferee account (excluding an institution-held account).
(4)If an application referred to in paragraph (1) has been filed, the book-entry transfer institution or account management institution that has received the application must take the following measures without delay:
(i)make an entry or record of the reduction in the amount referred to in item (i) of the preceding paragraph (hereinafter referred to as the "amount subject to book-entry transfer" in this Article), in the holdings column or the pledge column of the account of the participant referred to in paragraph (2), as indicated pursuant to the provisions of item (ii) of the preceding paragraph;
(ii)notify the immediately superior institution of the information indicated pursuant to the provisions of item (i), item (iii), and item (iv) of the preceding paragraph, if the book-entry transfer institution or account management institution is not the common immediately superior institution concerning the book-entry transfer;
(iii)make an entry or record of the increase in the amount subject to book-entry transfer, in the holdings column or the pledge column of the transferee account, as indicated pursuant to the provisions of item (iv) of the preceding paragraph (or in the column in which the information set forth in Article 68, paragraph (5), item (ii) is entered or recorded, for an institution-held account; hereinafter referred to as the "transferee column"), if the book-entry transfer institution or account management institution is the common immediately superior institution for the book-entry transfer and is also the one that has opened the transferee account;
(iv)make an entry or record of the increase in the amount subject to book-entry transfer, in the customer account under the account of the immediately subordinate institution to the book-entry transfer institution or account management institution that is the superior institution of the participant with the transferee account, and notify the immediately subordinate instituion of the information indicated pursuant to the provisions of item (i), item (iii), and item (iv) of the preceding paragraph, if the book-entry transfer institution or account management institution is the common immediately superior institution for the book-entry transfer and is not the one that opened the transferee account.
(5)If a notifice referred to in item (ii) of the preceding paragraph has been given, the book-entry transfer institution or account management institution that has been notified must immediately take the following measures:
(i)make an entry or record of the reduction in the amount subject to book-entry transfer, in the customer account under the account of the account management institution that has given the notice;
(ii)notify the immediately superior institution of the information of which it has received notice pursuant to the provisions of item (ii) of the preceding paragraph, if the book-entry transfer institution or account management institution is not the common immediately superior institution for the book-entry transfer;
(iii)make an entry or record of the increase in the amount subject to book-entry transfer, in the transferee column of the transferee account, if the book-entry transfer institution or account management institution is the common immediately superior institution for the book-entry transfer and is also the one that has opened the transferee account;
(iv)make an entry or record of the increase in the amount subject to book-entry transfer, in the customer account under the account of the immediately subordinate instituion to the book-entry transfer institution or account management institution that is the superior institution of the participant with the transferee account, and notify the immediately subordinate instituion of the information which has been notified pursuant to the provisions of item (ii) of the preceding paragraph, if the book-entry transfer institution or account management institution is the common immediately superior institution for the book-entry transfer and is not the person that has opened the transferee account.
(6)The provisions of the preceding paragraph apply mutatis mutandis to a book-entry transfer institution or account management institution that has received the notice, if the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph) has been made.
(7)If the notice referred to in paragraph (4), item (iv) or paragraph (5), item (iv) (including as applied mutatis mutandis pursuant to the preceding paragraph; hereinafter the same applies in this paragraph) has been given, the account management institution that has been notified must immediately take the following measures:
(i)make an entry or record of the increase in the amount subject to book-entry transfer, in the transferee column of the transferee account, if the account management institution is the one that opened the transferee account;
(ii)make an entry or record of the increase in the amount subject to book-entry transfer, in the customer account under the account of the immediately subordinate institution to the account management institution that is the superior institution of the participant with the transferee account, and notify the immediately subordinate instituion of the information which has been notified pursuant to the provisions of paragraph (4), item (iv) or paragraph (5), item (iv), if the account management institution is not the one that opened the transferee account.
(8)If the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph) has been given, the provisions of the preceding paragraph apply mutatis mutandis to the account management institution that has been notified.
(Special Provisions on Making Book Entries for Book-Entry Transfer Corporate Bonds That Have Been Entered or Recorded in a Special Account)
Article 70-2(1)A participant may not file an application for a book-entry transfer concerning a book-entry transfer corporate bond that has been entered or recorded in a special account if the transferee account is other than that of the participant or that of the issuer of the book-entry transfer corporate bond.
(2)If, before the notice referred to in Article 69, paragraph (1) is given or an application for a book-entry transfer involving book-entry transfer corporate bonds of a particular issue is filed, a person that acquired shares in a company disappearing in a merger but that cannot be delivered the book-entry transfer corporate bonds that replace those shares at the time of the merger because no entry or record has been made for the person in the shareholder register, or any other person specified by order of the competent ministry (hereinafter referred to as the "acquirer or other such person" in this paragraph) files a joint request together with the participant with the special account in which the book-entry transfer corporate bonds have been entered or recorded, after giving the notice or filing the application for a book-entry transfer, the issuer must take the following actions. The same applies if the acquirer or other such person files a request by attaching an authenticated copy or certified copy of an enforceable judgment that orders the participant to file the request or attaching any other document specified by order of the competent ministry as being equivalent to the copy, or in cases prescribed by order of the competent ministry as those that are unlikely to harm the interests of the participant and other interested persons even if the issuer takes the following actions upon the request by the acquirer or other such person.
(i)filing a request referred to in the main clause of Article 69-2, paragraph (3) for the acquirer or other such person; and
(ii)filing an application for the book-entry transfer of those book-entry transfer corporate bonds in the transferee account that has been opened based on the request referred to in the preceding item.
(3)A participant other than the issuer that has requested for a special account to be opened may not file an application for a book-entry transfer with the special account as the transferee account.
(Transfer of Special Accounts)
Article 70-3(1)The issuer of book-entry transfer corporate bonds that have been entered or recorded in a special account may request a book-entry transfer institution or account management institution other than the book-entry transfer institution or account management institution that has opened the special account (referred to as the "pre-transfer book-entry transfer institution or account management institution" in the following paragraph and paragraph (3)) to open a special account in which book entries are to be made for the book-entry transfer corporate bonds for the participants with the former special account.
(2)The request referred to in the preceding paragraph must be filed collectively for all participants with the special account opened by the pre-transfer book-entry transfer institution or account management institution in which book entries are to be made for the book-entry transfer corporate bonds (referred to as the "pre-transfer special account" in the following paragraph and paragraph (4)); provided, however, that this does not apply to the participant when the special account that the issuer referred to in the preceding paragraph has requested to be opened for the participant exists at the book-entry transfer institution or account management institution to which the request referred to in that paragraph has been filed.
(3)The issuer referred to in paragraph (1) may file an application with the pre-transfer book-entry transfer institution or account management institution for a book-entry transfer, using the post-transfer special account (meaning the special account opened based on the request referred to in that paragraph or the special account referred to in the proviso to the preceding paragraph; the same applies in the following paragraph) as the transferee account, with regard to all book-entry transfer corporate bonds entered or recorded in the pre-transfer special account.
(4)If the issuer referred to in paragraph (1) files an application referred to in the preceding paragraph, the issuer must, without delay, notify the participants with the pre-transfer special account of the name and address of the book-entry transfer institution or account management institution that has opened the post-transfer special account.
(Deletion Procedures)
Article 71(1)If an application for the deletion of a book-entry transfer corporate bond of a particular issue has been filed, a book-entry transfer institution or account management institution must, pursuant to the provisions of paragraphs (4) through (6) and as indicated pursuant to the provisions of paragraph (3) in the application, enter or record the reduction in the book-entry transfer account register that it keeps, or give notice to the person concerned of the reduction.
(2)The application referred to in the preceding paragraph is an application that the participant for whom the reduction resulting from the deletion will be entered or recorded in their account (excluding a customer account) files with their immediately superior institution.
(3)A participant filing the application referred to in paragraph (1) (hereinafter referred to as the "applicant" in this Article) must indicate the following information in that application:
(i)the issue and the amount of book-entry transfer corporate bonds for which the reduction is required to be entered or recorded when the deletion is made; and
(ii)whether the reduction will be entered or recorded in the holdings column or the pledge column of the applicant's account.
(4)If the application referred to in paragraph (1) has been filed, the book-entry transfer institution or account management institution that has received the application must take the following measures without delay:
(i)make an entry or record of the reduction in the amount referred to in item (i) of the preceding paragraph, in the holdings column or pledge column of the applicant's account indicated pursuant to the provisions of item (ii) of the preceding paragraph; and
(ii)notify the immediately superior institution of the information indicated pursuant to the provisions of item (i) of the preceding paragraph, if the book-entry transfer institution or account management institution is an account management institution.
(5)If a notice referred to in item (ii) of the preceding paragraph has been given, the book-entry transfer institution or account management institution that has been notified must immediately take the following measures:
(i)make an entry or record of the reduction in the amount referred to in paragraph (3), item (i), in the customer account under the account of the account management institution that has given the notice; and
(ii)notify the immediately superior institution of the information which has been notified pursuant to the provisions of item (ii) of the preceding paragraph, if the book-entry transfer institution or account management institution is an account management institution.
(6)The provisions of the preceding paragraph apply mutatis mutandis to a book-entry transfer institution or account management institution that received the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), if the notice has been given.
(7)Unless an issuer goes through a corporate bond administrator, assistant bond administrator (limited to one that is authorized to receive redemption of book-entry transfer corporate bonds for a bondholder or pledgee) or a trust company under the trust agreement as defined in Article 2, paragraph (1) of the Secured Bonds Trust Act (referred to as a "bond administrator or similar person" in the following paragraph) to redeem book-entry transfer corporate bonds for a bondholder or pledgee, the issuer may demand that, in exchange for the issuer to redeem book-entry transfer corporate bonds, the bondholder or pledgee file an application with its immediately superior institution to delete the same amount from the account as the amount of the book-entry transfer corporate bonds that are being redeemed for the book-entry transfer corporate bonds of that issue which appear on its account.
(8)The provisions of the preceding paragraph apply mutatis mutandis when a bond administrator or similar person through which corporate bonds are redeemed for a bondholder or pledgee pays the amount so redeemed to the bondholder or pledgee.
(Procedures for Changing Entries or Records)
Article 72If a book-entry transfer institution or account management institution learns that there has been a change to the information set forth in one of the items of Article 68, paragraph (3), paragraph (4), or paragraph (5) in the book-entry transfer account register that it keeps, it must immediately enter or record the change in the book-entry transfer account register.
Section 3 Effect of Book-Entry Transfers
(Transfer of Book-Entry Transfer Corporate Bonds)
Article 73A transfer of book-entry transfer corporate bonds (other than a claim for interest that has become due without being seized; the same applies in the following Article through Article 77) does not take effect unless the transferee has had an entry or record made in the holdings column of its account (or in the column in which the information set forth in Article 68, paragraph (5), item (ii) is to be entered or recorded, for the institution-held account), based on an application for book-entry transfer, for the increase in the amount of book-entry transfer corporate bonds subject to the transfer.
(Pledge of Book-Entry Transfer Corporate Bonds)
Article 74A pledge of book-entry transfer corporate bonds does not take effect unless the pledgee has had an entry or record made in the pledge column of its account, based on an application for book-entry transfer, for the increase in the amount of the book-entry transfer corporate bonds subject to the pledge.
(Requirement for Perfection of Book-Entry Transfer Corporate Bonds That Come Under Trust Property)
Article 75(1)Unless an entry or record has been made for a book-entry transfer corporate bond in a book-entry transfer account register pursuant to the provisions of Article 68, paragraph (3), item (v), indicating that the bond comes under trust property, it is not permissible to assert against a third party that the bond comes under trust property.
(2)An entry or record in a book-entry transfer account register prescribed in the preceding paragraph is made pursuant to the provisions of Cabinet Order.
(Presumed Rights of Participants)
Article 76A participant is presumed to be the lawful holder of the rights under a book-entry transfer corporate bond that has been entered or recorded in their account (limited to their own account, if the account is that of an account management institution).
(Acquisition in Good Faith)
Article 77A participant (or a book-entry transfer institution with an institution-held account) that has had an entry or record made in their account (limited to their own account, if the account is that of an account management institution), based on an application for book-entry transfer, for the increase in book-entry transfer corporate bonds of a particular issue acquires the rights associated with the entry or record for the increase in the book-entry transfer corporate bonds of that issue; provided, however that this does not apply if the participant has acted in bad faith or with gross negligence.
(Obligations of Book-Entry Transfer Institutions If There Are Entries or Records of Overages)
Article 78(1)If the total amount of book-entry transfer corporate bonds of a particular issue that all bondholders hold based on acquisitions of book-entry transfer corporate bonds under the preceding Article comes to exceed the total issued amount (other than any amount that has been redeemed) of book-entry transfer corporate bonds of that issue, and the aggregate amount referred to in item (i) exceeds the total issued amount referred to in item (ii), the book-entry transfer institution assumes the duty to acquire book-entry transfer corporate bonds in that issue until its holdings reach the amount of the overage (meaning the amount obtained by deducting the total issued amount referred to in item (ii) from the aggregate amount referred to in item (i)):
(i)the aggregate amount of book-entry transfer corporate bonds of that issue which has been entered or recorded in the accounts of the participants of the book-entry transfer institution, in the book-entry transfer account register kept by that book-entry transfer institution;
(ii)the total issued amount (other than any amount that has been redeemed) of book-entry transfer corporate bonds of that issue.
(2)If there is any amount prescribed in item (i) of the preceding paragraph for which an entry or record of the increase or reduction has been made in the account prescribed in that item, but the rights associated with the entry or record have not arisen, have not been transferred, or have not been extinguished, and it is proved that no one has acquired book-entry transfer corporate bonds pursuant to the provisions of the preceding Article in the amount for which the entry or record has been made, that amount is treated as if no entry or record was created.
(3)Once a book-entry transfer institution acquires book-entry transfer corporate bonds pursuant to the provisions of paragraph (1), it assumes the duty to immediately manifest its intention to release the issuer from all obligations related to those book-entry transfer corporate bonds to the issuer.
(4)The rights under the book-entry transfer corporate bonds prescribed in the preceding paragraph are extinguished once an intention to release the obligations is manifested pursuant to that paragraph.
(5)Once a book-entry transfer institution manifests its intention to release the obligations pursuant to the provisions of paragraph (3) with respect to book-entry transfer corporate bonds, it must immediately make deletions for those book-entry transfer corporate bonds in the book-entry transfer account register.
(Obligations of Account Management Institutions If There Are Entries or Records of Overages)
Article 79(1)In the case prescribed in paragraph (1) of the preceding Article, if there is an account management institution for which the total amount referred to in item (i) comes to exceed the amount referred to in item (ii), the account management institution has a duty to manifest its intention to release the issuer from all obligations related to book-entry transfer corporate bonds of that issue in an amount equal to the overage (meaning the amount obtained by deducting the amount referred to in item (ii) from the total amount referred to in item (i)) to the issuer:
(i)the total amount of book-entry transfer corporate bonds of that issue which have been entered or recorded in the accounts of the participants of the account management institution, in the book-entry transfer account register kept by that account management institution;
(ii)the total amount of book-entry transfer corporate bonds of that issue which have been entered or recorded in the customer account under the account of the account management institution, in the book-entry transfer account register kept by its immediately superior institution.
(2)The provisions of paragraph (2) of the preceding Article apply mutatis mutandis to the following particulars:
(i)the amount prescribed in item (i) of the preceding paragraph; and
(ii)the amount set forth in item (ii) of the preceding paragraph, if an entry or record of the increase or reduction has been made in the customer account prescribed in that item but the rights associated with that entry or record have not arisen, have not been transferred, or have not been extinguished.
(3)In the case referred to in paragraph (1), if the account management institution does not hold book-entry transfer corporate bonds of the issue prescribed in that paragraph in an amount equal to the overage prescribed in that paragraph, it assumes the duty to acquire book-entry transfer corporate bonds in that issue until its holdings reach the amount of the overage, before manifesting its intention to release the obligations under the provisions of that paragraph.
(4)Once an account management institution manifests its intention to release the obligations pursuant to the provisions of paragraph (1), it must immediately notify its immediately superior institution of the the following particulars:
(i)that it has manifested the intention to release the obligtions; and
(ii)the issue and the amount of book-entry transfer corporate bonds associated with the manifestation of the intention to release the obligation.
(5)When the immediately superior institution referred to in the precedin paragraph receives the notice referred to in that paragraph, it must immediately make the following entries or records regarding book-entry transfer corporate bonds of that issue set forth in item (ii) of that paragraph in the book-entry transfer account register that it keeps:
(i)an entry or record of the reduction in the amount set forth in item (ii) of the preceding paragraph in the institution's own account under the account of the account management institution referred to in the preceding paragraph; and
(ii)an entry or record of the increase in the amount set forth in item (ii) of the preceding paragraph in the customer account under the account referred to in the preceding item.
(Handling in the Event of Non-Performance of Obligations Concerning Entries or Records of Overages by Book-Entry Transfer Institutions)
Article 80(1)In the case prescribed in Article 78, paragraph (1), until the book-entry transfer institution prescribed in that paragraph fully performs the obligations referred to in that paragraph and paragraph (3) of that Article, the issuer does not assume the duty to redeem the principal or pay interest on the part of the book-entry transfer corporate bonds of that issue that each bondholder holds which corresponds to the amount obtained when the percentage of the amount referred to in item (i) in the total amount of the amount referred to in item (ii) is multiplied by the amount of the overage prescribed in paragraph (1) of that Article (or by the amount obtained by deducting the amount related to the obligation if a part of the obligation referred to in paragraph (3) of that Article has been performed) (hereinafter referred to as the "maximum amount ascribable to the book-entry transfer institution" in this Article and Article 85):
(i)the amount of book-entry transfer corporate bonds of that issue that the bondholder holds (or, if the book-entry transfer institution has a subordinate institution that is required to manifest an intention to release the obligations with respect to book-entry transfer corporate bonds of that issue pursuant to the provisions of paragraph (1) of the preceding Article, the amount obtained by deducting the maximum amount ascribable to the account management institution prescribed in paragraph (1) of the following Article, for the overage prescribed in paragraph (1) of the preceding Article in respect of that bondholder for the subordinate institution (but only in respect of the holder of a book-entry transfer corporate bond that has been entered or recorded in an account opened by that subordinate institution or by its subordinate institution));
(ii)the total amount of book-entry transfer corporate bonds of that issue that all bondholders hold (or, if the book-entry transfer institution has a subordinate institution that is required to manifest an intention to release the obligations with respect to book-entry transfer corporate bonds of that issue pursuant to the provisions of paragraph (1) of the preceding Article, the amount obtained by deducting the total of the maximum amounts ascribable to the account management institution prescribed in paragraph (1) of the following Article, for the overage prescribed in paragraph (1) of the preceding Article in respect of all of the holders of book-entry transfer corporate bonds for the subordinate institution that have been entered or recorded in accounts opened by that subordinate institution or by its subordinate institution).
(2)In the case prescribed in Article 78, paragraph (1), the book-entry transfer institution prescribed in that paragraph assumes the following duties toward each bondholder:
(i)in the case referred to in the preceding paragraph, the duty to redeem the principal and pay interest, in lieu of the issuer, on the part of the book-entry transfer corporate bonds of the issue that each bondholder holds, up to the maximum amount ascribable to the book-entry transfer institution;
(ii)beyond what is set forth in the preceding item, the duty to indemnify the bondholder for any damage caused by non-performance of obligations referred to in Article 78, paragraph (1) or (3).
(Handling in the Event of Non-Performance of Obligations Concerning Entries or Records of Overages by Account Management Institutions)
Article 81(1)In the case prescribed in Article 79, paragraph (1), until the account management institution prescribed in that paragraph fully performs the obligations referred to in that paragraph and paragraph (3) of that Article, the issuer does not assume the obligation to redeem the principal or pay interest on the part of the book-entry transfer corporate bonds of the issue that a holder (but only the holder of a book-entry transfer corporate bond that has been entered or recorded in an account opened by that account management institution or by its subordinate institution) holds which corresponds to the amount obtained when the percentage of the amount referred to in item (i) in the total amount referred to in item (ii) is multiplied by the amount of the overage prescribed in paragraph (1) of that Article (or by the amount obtained by deducting the amount related to the obligation, if a part of the obligation referred to in that paragraph has been performed) (hereinafter referred to as the "maximum amount ascribable to the account management institution" in this Article and Article 85):
(i)the amount of book-entry transfer corporate bonds of that issue that the holder holds (or, if theaccount management institution has a subordinate institution that is required to manifest an intention to release the obligations with respect to book-entry transfer corporate bonds of that issue pursuant to the provisions of Article 79, paragraph (1), the amount obtained by deducting the maximum amount ascribable to the account management institution for the overage prescribed in paragraph (1) of the preceding Article in respect of that bondholder for the subordinate institution (but only in respect of the holder of a book-entry transfer corporate bond that has been entered or recorded in an account opened by that subordinate institution or by its subordinate institution));
(ii)the total amount of book-entry transfer corporate bonds of that issue held by all of the holders of bonds entered or recorded in accounts opened by the account management institution or by its subordinate institution (or, if the account management institution has a subordinate institution that is required to manifest an intention to release the obligations with respect to book-entry transfer corporate bonds of that issue pursuant to the provisions of Article 79, paragraph (1), the amount obtained by deducting the total of the maximum amounts ascribable to the account management institution in respect of all of the holders of book-entry transfer corporate bonds that have been entered or recorded in accounts opened by that subordinate institution or by its subordinate institution for the overage prescribed in paragraph (1) of the preceding Article for the subordinate institution).
(2)In the case prescribed in Article 79, paragraph (1), the account management institution prescribed in that paragraph assumes the following duties toward a bondholder prescribed in the preceding paragraph:
(i)in the case referred to in the preceding paragraph, the duty to redeem the principal and pay interest, in lieu of the issuer, on the part of the book-entry transfer corporate bonds of that issue that a bondholder prescribed in the preceding paragraph holds, up to the maximum amount ascribable to the account management institution; and
(ii)beyond what is set forth in the preceding item, the duty to indemnify the bondholder for any damage caused by non-performance of obligations referred to in Article 79, paragraph (1) or (3).
(Handling When the Issuer Redeems Book-Entry Transfer Corporate Bonds in Error)
Article 82(1)Even if an issuer is acting in good faith, its redemption of principal or payment of interest in an amount that the provisions of Article 80, paragraph (1) or paragraph (1) of the preceding Article establish the issuer as not having a duty to redeem or pay does not have the effect of extinguishing the issuer's obligations in respect of other book-entry transfer corporate bonds of that issue.
(2)In the case referred to in the preceding paragraph, a bondholder does not assume the duty to return to the issuer the amount of the principal redeemed or interest paid as prescribed in that paragraph.
(3)If an issuer redeems principal or pays interest as prescribed in paragraph (1), the issuer acquires the rights of a bondholder under the provisions of Article 80, paragraph (2), item (i) or paragraph (2), item (i) of the preceding Article toward the book-entry transfer institution or account management institution, to the extent of the amount prescribed in the preceding paragraph.
Section 4 Special Provisions of the Companies Act
(Special Provisions of the Companies Act on the Issuance of Short-Term Corporate Bonds)
Article 83(1)A share option may not be embedded in a short-term corporate bond.
(2)A corporate bond register need not be prepared for short-term corporate bonds.
(3)The provisions of Part IV, Chapter III of the Companies Act do not apply to short-term corporate bonds.
(Special Provisions of the Companies Act on the Issuance of Corporate Bonds)
Article 84(1)The issuer of book-entry transfer corporate bonds must indicate the fact that the provisions of this Act apply to the book-entry transfer corporate bonds in the notice pursuant to the provisions of Article 677, paragraph (1) of the Companies Act concerning the book-entry transfer corporate bonds; provided, however, that this does not apply to short-term corporate bonds.
(2)A corporate bond register for book-entry transfer corporate bonds must enter or record the fact that this Act applies to those book-entry transfer corporate bonds.
(3)A person making an offer to subscribe for book-entry transfer corporate bonds must state in the document referred to in Article 677, paragraph (2) of the Companies Act, the account opened for them in which book entries are to be made for the book-entry transfer corporate bonds, or indicate the account to the issuer of those book-entry transfer corporate bonds at the time of concluding the agreement referred to in Article 679 of that Act.
(4)A person seeking to be delivered book-entry transfer corporate bonds pursuant to a request under the provisions of the main clause of Article 166, paragraph (1) of the Companies Act must indicate to the company delivering those book-entry transfer corporate bonds the account (excluding a special account) that has been opened for them in which book entries are to be made for those book-entry transfer corporate bonds.
(Voting Rights of Bondholders in Cases of Non-Performance of Obligations Concerning Entries or Records of Overages)
Article 85(1)Notwithstanding the provisions of Article 723, paragraph (1) of the Companies Act, in the case referred to in Article 80, paragraph (1) or Article 81, paragraph (1), each bondholder holds voting rights that may be exercised at a bondholders meeting in proportion to the amount of corporate bonds held by them (other than the sum of the maximum amount ascribable to the book-entry transfer institution and the maximum amount ascribable to the account management institution).
(2)In applying the provisions of Article 718, paragraph (1) and Article 736, paragraph (1) of the Companies Act, and Article 49, paragraph (1) of the Secured Bonds Trust Act, a bondholder referred to in Article 80, paragraph (1) or Article 81, paragraph (1) is deemed not to hold the corporate bonds that correspond to the maximum amount ascribable to the book-entry transfer institution and the maximum amount ascribable to the account management institution.
(Presentation of Certificates)
Article 86(1)In order to demand convocation of a bondholders meeting pursuant to the provisions of Article 718, paragraph (1) of the Companies Act, convocation of a bondholders meeting pursuant to the provisions of paragraph (3) of that Article, exercise of voting rights at a bondholders meeting, or inspection of the state of storage of collateral under the provisions of Article 49, paragraph (1) of the Secured Bonds Trust Act, the holder of book-entry transfer corporate bonds, after being issued a document pursuant to the provisions of the main clause of paragraph (3), must present that document to the person that each of the following items prescribes in accordance with the category of cases set forth in the item:
(i)if there is a bond administrator: the bond administrator;
(ii)if there is an assistant bond administrator: the assistant bond administrator;
(iii)if there is a trustee company under a trust agreement as defined in Article 2, paragraph (1) of the Secured Bonds Trust Act: the trustee company; and
(iv)in cases other than those set forth in the preceding three items: the issuer.
(2)In order for a holder of book-entry transfer corporate bonds to exercise voting rights at a bondholders meeting, the bondholder must present the document as under the preceding paragraph by no later than one week prior to the date of the bondholders meeting and also present the document on the day of the meeting.
(3)A holder of book-entry transfer corporate bonds may demand that its immediately superior institution deliver a document certifying the information set forth in the items of Article 68, paragraph (3) with regard to the book-entry transfer corporate bonds entered or recorded under its own account in the book-entry transfer account register kept by its immediately superior institution; provided, however, that this does not apply to a person that has already been delivered a document under the provisions of this paragraph with regard to those book-entry transfer corporate bonds and that has not returned that document to its immediately superior institution.
(4)A bondholder that has been delivered a document pursuant to the main clause of the preceding paragraph may not file an application for book-entry transfer or deletion of the book-entry transfer corporate bonds certified by the document until the bondholder returns that document to the immediately superior institution referred to in that paragraph.
(Special Provisions of the Companies Act on Mergers)
Article 86-2(1)If a company surviving an absorption-type merger (meaning a company surviving an absorption-type merger prescribed in Article 749, paragraph (1) of the Companies Act; the same applies hereinafter) or the wholly owning parent company resulting from a share exchange prescribed in Article 767 of that Act (hereinafter collectively referred to as the "surviving company or wholly owning company" in this Chapter and Chapters VII through IX), or a company incorporated in a consolidation-type merger (meaning a company incorporated in a consolidation-type merger prescribed in Article 753, paragraph (1) of that Act) or the wholly owning parent company incorporated in a share transfer prescribed in Article 773, paragraph (1), item (i) of that Act (hereinafter collectively referred to as the "incorporated company or wholly owning company" in this Chapter and Chapters VII through IX) seeks to deliver book-entry transfer corporate bonds at the time of the absorption-type merger or share exchange (hereinafter collectively referred to as an "absorption-type merger or share exchange" in this Chapter and Chapters VII through IX) or at the time of the consolidation-type merger or share transfer (hereinafter collectively referred to as a "consolidation-type merger or share transfer" in this Chapter and Chapters VII through IX), the company must give a notice referred to in Article 69-2, paragraph (1), item (i) by using the day the absorption-type merger or share exchange takes effect or the date of incorporation of the incorporated or wholly owning company (hereinafter collectively referred to as the "effective date of merger or date of incorporation" in this Chapter and Chapters VII through IX) as the fixed date referred to in that item.
(2)If a surviving company or wholly owning company seeks to transfer book-entry transfer corporate bonds at the time of the absorption-type merger or share exchange, the company must file an application for book entry of those book-entry transfer corporate bonds after the effective date of merger or date of incorporation without delay.
(3)If a membership company implements a merger and the company surviving an absorption-type merger or the company incorporated in a consolidation-type merger seeks to deliver book-entry transfer corporate bonds at the time of the merger, the company must specify in the merger agreement the accounts (excluding a special account) that have been opened for the members of the membership company in which book entries are to be made for those book-entry transfer corporate bonds.
(4)If the company succeeding in an absorption-type company split (meaning the company succeeding in an absorption-type company split prescribed in Article 757 of the Companies Act; the same applies hereinafter) or the company incorporated in an incorporation-type company split (meaning the company incorporated in an incorporation-type company split prescribed in Article 763, paragraph (1) of that Act; the same applies hereinafter) seeks to deliver book-entry transfer corporate bonds at the time of the company split, the company must specify in the absorption-type company split agreement or incorporation-type company split plan, the account (excluding a special account) that has been opened for the company implementing the split in which book entries are to be made for those book-entry transfer corporate bonds.
(Special Provisions of the Companies Act on Share Delivery)
Article 86-3(1)If the corporate bonds referred to in Article 774-3, paragraph (1), item (v), (a) or item (viii), (b) of the Companies Act are book-entry transfer corporate bonds, the parent company resulting from a share delivery (meaning the parent company resulting from a share delivery prescribed in item (i) of that paragraph; hereinafter the same applies in this Article, Article 160-2, Article 189-2, and Article 223-2) must indicate the fact that the provisions of this Act apply to those book-entry transfer corporate bonds in the notice pursuant to the provisions of Article 774-4, paragraph (1) of the Companies Act (including as applied mutatis mutandis pursuant to Article 774-9 of that Act) concerning the book-entry transfer corporate bonds; provided, however, that this does not apply to short-term corporate bonds.
(2)In the case referred to in the preceding paragraph, a person making an offer referred to in Article 774-4, paragraph (2) of the Companies Act (including as applied mutatis mutandis pursuant to Article 774-9 of that Act; hereinafter the same applies in this paragraph) (excluding a person that will not become a holder of book-entry transfer corporate bonds issued by the share delivery parent company pursuant to the provisions concerning the particulars set forth in Article 774-3, paragraph (1), item (vi) or (ix) of that Act) must state in the document referred to in Article 774-4, paragraph (2) of that Act, the account opened for them in which book entries are to be made for the book-entry transfer corporate bonds (excluding a special account) or indicate this account to the issuer of those book-entry transfer corporate bonds at the time of concluding the agreement referred to in Article 774-6 of that Act (including as applied mutatis mutandis pursuant to Article 774-9 of that Act).
(3)If a parent company resulting from a share delivery seeks to transfer book-entry transfer corporate bonds at the time of the share delivery, the company must file an application for book entry of those book-entry transfer corporate bonds after the day on which the share delivery takes effect without delay.
(Exclusion from Application)
Article 86-4The provisions of Article 681, items (iv) and (v), Article 682, paragraphs (1) through (3), Article 688, paragraph (1), Article 690, paragraph (1), Article 691, paragraphs (1) and (2), Article 693, paragraph (1), Article 694, paragraph (1), and Article 695-2, paragraphs (1) through (3) do not apply to book-entry transfer corporate bonds.
Section 5 Miscellaneous Provisions
Article 87(1)If a notice referred to in Article 69, paragraph (1) has been given, the book-entry transfer institution that has been notified must immediately take measures that enable the participants to learn the information set forth in item (vii) of that paragraph concerning book-entry transfer corporate bonds of the issue related to the notice, by the means prescribed by Cabinet Order.
(2)The expenses incurred in connection with the measures referred to in the preceding paragraph are borne by the issuer of the book-entry transfer corporate bonds referred to in that paragraph.
Chapter V Book-Entry Transfer of Japanese Government Bonds
Section 1 General Rules
(Attribution of Rights)
Article 88The attribution of rights (other than a claim for interest prescribed in Article 98) under a Japanese government bond which is designated by the Minister of Finance as being subject to the provisions of this Act and which is handled by a book-entry transfer institution (hereinafter referred to as a "book-entry transfer JGBs") is established by the entries or records in a book-entry transfer account register as under the provisions of this Chapter.
(Non-Issuance of Japanese Government Bond Certificates)
Article 89(1)Japanese government bond certificates may not be issued for book-entry transfer JGBs.
(2)Notwithstanding the preceding paragraph, if a book-entry transfer institution that handles book-entry transfer JGBs has the designation under Article 3, paragraph (1) revoked pursuant to the provisions of Article 22, paragraph (1) or the designation expires pursuant to the provisions of Article 41, paragraph (1), and there is no person to succeed to its book-entry transfer business, or if a book-entry transfer institution that handles book-entry transfer JGBs ceases to handle those book-entry transfer JGBs, the holder of the book-entry transfer JGB may ask the national government to issue Japanese government bond certificates.
(Definitions)
Article 90(1)The term "strippable book-entry transfer JGBs" as used in this Chapter means book-entry transfer JGBs designated by the Minister of Finance as one for which an application to separate into a principal portion and an interest portion (hereinafter referred to as "bond stripping") may be filed pursuant to the provisions of Article 93, paragraph (1).
(2)The phrase "principal-only book-entry transfer JGB" as used in this Chapter means a book-entry transfer JGB that was the principal portion of a strippable book-entry transfer JGB that has been stripped pursuant to the provisions of Article 93.
(3)The phrase "interest-only book-entry transfer JGB" as used in this Chapter means a book-entry transfer JGB that was the interest portion of a strippable book-entry transfer JGB that has been stripped pursuant to the provisions of Article 93.
Section 2 Book-Entry Transfer Account Registers
(Information Required to Be Entered or Recorded in a Book-Entry Transfer Account Register)
Article 91(1)A book-entry transfer account register is subdivided by account for each participant.
(2)The account of an account management institution in a book-entry transfer account register is subdivided as follows:
(i)an account in which entries or records are made for book-entry transfer JGBs under which the account management institution holds rights (hereinafter referred to as the institution's "own account" in this Chapter);
(ii)an account in which entries or records are made for book-entry transfer JGBs under which the participants of the account management institution or of its subordinate institution hold rights (hereinafter referred to as a "customer account" in this Chapter).
(3)The following information are entered or recorded for each account (excluding a customer account) in a book-entry transfer account register:
(i)the name and address of the participant;
(ii)the information set forth in the following sub-items in accordance with the category of Japanese government bond prescribed in each sub-item (hereinafter referred to as the "issue" in this Chapter):
(a)strippable book-entry transfer JGBs: an indication of the fact that it is a strippable book-entry transfer JGB, its name and code, and information sufficient to identify the interest rate and the interest payment date;
(b)principal-only book-entry transfer JGBs: an indication of the fact that it is a principal-only book-entry transfer JGB, as well as the name and code of the book-entry transfer JGB before stripping;
(c)interest-only book-entry transfer JGBs: an indication of the fact that it is an interest-only book-entry transfer JGB, and information sufficient to identify the interest payment date; and
(d)other book-entry transfer JGBs: its name and code.
(iii)the amount of book-entry transfer JGBs by issue (other than one set forth in the following item);
(iv)if the participant is a pledgee, that fact and the amount of book-entry transfer JGBs undelying the pledge by issue;
(v)if the participant is the trustee of a trust, that fact and the amount of the book-entry transfer JGBs referred to in the preceding two items which constitute trust property; and
(vi)other information specified by Cabinet Order.
(4)The following information are entered or recorded for each customer account in a book-entry transfer account register:
(i)the particulars set forth in items (i) and (ii) of the preceding paragraph;
(ii)the amount of book-entry transfer JGBs by issue; and
(iii)other particulars specified by Cabinet Order.
(5)If a book-entry transfer institution opens an institution-held account, it must create a subdivision for that account in the book-entry transfer account register and enter or record the following information:
(i)the issue;
(ii)the amount of book-entry transfer JGBs by issue; and
(iii)other particulars specified by Cabinet Order.
(6)A book-entry transfer account register may be prepared as an electronic or magnetic record (limited to one specified by order of the competent ministry).
(New Entries or Records to be Made upon Issuance of Book-Entry Transfer JGBs)
Article 92(1)On issuing book-entry transfer JGBs of a particular issue, the national government must notify the book-entry transfer institution to which it has given the consent referred to in Article 13, paragraph (1) of the following information:
(i)the issue of book-entry transfer JGBs that it has issued;
(ii)the names of the participants acquiring the book-entry transfer JGBs referred to in the preceding item;
(iii)the accounts prescribed in Article 112 for the participants referred to in the preceding item;
(iv)the amount of book-entry transfer JGBs acquired by each participant;
(v)the total amount of book-entry transfer JGBs and other particulars specified by order of the competent ministry.
(2)If the notice referred to in the preceding paragraph has been given, the book-entry transfer institution that has been notified must immediately take the following measures for the issue of book-entry transfer JGBs related to the notice:
(i)an entry or record of the increase in the amount referred to in item (iv) of the preceding paragraph for a participant referred to in item (ii) of that paragraph, if the book-entry transfer institution is the one that opened the account referred to item (iii) of the preceding paragraph, in the column of the account in which the information set forth in paragraph (3), item (iii) of the preceding Article is entered or recorded (hereinafter referred to as the "holdings column" in this Chapter);
(ii)an entry or record of the increase in the amount referred to in item (iv) of the preceding paragraph for a participant referred to in item (ii) of that paragraph, in the customer account under the account of the immediately subordinate instituion to the book-entry transfer institution that is the superior institution of the participant, and notify its immediately subordinate instituion of the information set forth in items (i) through (iv) of that paragraph, if the book-entry transfer institution is not the one that opened the account referred to item (iii) of the preceding paragraph.
(3)If the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph) has been given, the provisions of the preceding paragraph apply mutatis mutandis to the account management institution that has been notified.
(Stripping Bonds)
Article 93(1)If an application to strip a strippable book-entry transfer JGB of a particular issue has been filed, a book-entry transfer institution or account management institution must, pursuant to the provisions of paragraphs (5) through (7) and as indicated pursuant to the provisions of paragraph (4) in the application, enter or record the reduction and increase in the book-entry transfer account register that it keeps, or give notice to the person concerned of the reduction and increase.
(2)The application referred to in the preceding paragraph is an application that the participant files with their immediately superior institution for the strippable book-entry transfer JGB (other than one that has been seized) that has been entered or recorded in the holdings column of their account (excluding a customer account) .
(3)The application referred to paragraph (1) may be filed only by a person that satisfies the requirements specified by the Minister of Finance.
(4)A participant filing an application referred to in paragraph (1) (hereinafter referred to as an "applicant" in this Article) must indicate in that application the issue and the amount of strippable book-entry transfer JGBs for which an entry or record of the reduction is required to be made.
(5)If an application referred to in paragraph (1) has been filed, the book-entry transfer institution or account management institution that has received the application must take the following measures without delay:
(i)enter or record the reduction in the amount referred to in the preceding paragraph for the strippable book-entry transfer JGBs referred to in that paragraph, enter or record the increase equal to the amount of the book-entry transfer JGBs that constitute the principal portion of those strippable book-entry transfer JGBs, and enter or record the increase equal to each of the amount of interest of strippable book-entry transfer JGB related to the book-entry transfer JGBs that constitute the interest portion of those strippable book-entry transfer JGBs, in the applicant's account;
(ii)give notice to the immediately superior institution of the issue and the amounts for which the book-entry transfer institution or account management institution has entered or recorded the reduction and increase referred to in the preceding item, if the book-entry transfer institution or account management institution is an account management institution.
(6)If the notice referred to in item (ii) of the preceding paragraph has been given, the book-entry transfer institution or account management institution that has been notified must immediately take the following measures:
(i)enter or record the reduction equal to the amount referred to in paragraph (4), for strippable book-entry transfer JGBs referred to in paragraph (4), enter or record the increase equal to the amount of the book-entry transfer JGBs that constitute the principal portion of those strippable book-entry transfer JGBs, and enter or record the increase equal to each of the amount of interest of strippable book-entry transfer JGB related to the book-entry transfer JGBs that constitute the interest portion of those strippable book-entry transfer JGBs, in the customer account under the account of the account management institution that has given the notice;
(ii)give a notice to the immediately superior institution on the information for which the book-entry transfer institution or account management institution has been notified pursuant to the provisions of item (ii) of the preceding paragraph, if the book-entry transfer institution or account management institution is an account management institution.
(7)The provisions of the preceding paragraph apply mutatis mutandis to the book-entry transfer institution or account management institution that received the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), if the notice has been given.
(Procedures for Reconstituting Principal and Interest)
Article 94(1)If an application to reconstitute a principal-only book-entry transfer JGB and an interest-only book-entry transfer JGBs of a particular issue has been filed, a book-entry transfer institution or account management institution must, pursuant to the provisions of paragraphs (5) through (7) and as indicated pursuant to the provisions of paragraph (4) in the application, enter or record the reduction and increase in the book-entry transfer account register that it keeps, or give notice to the person concerned of the reduction and increase.
(2)The application referred to in the preceding paragraph is an application that the participant files with their immediately superior institution for the principal-only book-entry transfer JGBs and interest-only book-entry transfer JGBs (other than one that has been seized) entered or recorded in the holdings column of their account (excluding a customer account).
(3)The application referred to in paragraph (1) may be made only by a person that satisfies the requirements prescribed in paragraph (3) of the preceding Article.
(4)A participant filing the application referred to in paragraph (1) (hereinafter referred to as an "applicant" in this Article) must indicate in that application the issue and the amounts of the principal-only book-entry transfer JGBs and each of the interest-only book-entry transfer JGBs for which an entry or record of the reduction is required to be made. In such a case, the interest payment dates and the amount of each interest-only book-entry transfer JGBs related to the application must be the same as the interest payment dates and amounts of each of the interest portions of a strippable book-entry transfer JGB with the same name and code as the strippable book-entry transfer JGB, and that have the same amount as the principal-only book-entry transfer JGB related to the application.
(5)If the application referred to in paragraph (1) has been filed, the book-entry transfer institution or account management institution that has received the application must take the following measures without delay:
(i)enter or record in the applicant's account the reductions in the amounts referred to in the first sentence of that paragraph for the principal-only book-entry transfer JGBs and each of the interest-only book-entry transfer JGBs referred to in the first sentence of the preceding paragraph, and enter or record in the applicant's account the increase equal to the amount of the reduction in the principal-only book-entry transfer JGB, for a strippable book-entry transfer JGB with the same name and code as the principal-only book-entry transfer JGB; and
(ii)give notice to the immediately superior institution of the issue and the amounts for which it has created entries or records of the reductions and increase referred to in the preceding item, if the book-entry transfer institution or account management institution is an account management institution.
(6)If the notice referred to in item (ii) of the preceding paragraph has been given, the book-entry transfer institution or account management institution that has been notified must immediately take the following measures:
(i)enter or record in the customer account under the account of the account management institution that has given the notice, the reductions in the amounts referred to in the first sentence of paragraph (4), for the principal-only book-entry transfer JGBs and each of the interest-only book-entry transfer JGBs referred to in the first sentence of that paragraph, and enter or record in the customer account under the account of the account management institution that has given the notice, the increase equal to the amount of the reduction in the principal-only book-entry transfer JGB, for a strippable book-entry transfer JGB with the same name and code as the principal-only book-entry transfer JGB;
(ii)give notice to the immediately superior institution of the information for which the book-entry transfer institution or account management institution has been notified pursuant to the provisions of the item (ii) of the preceding paragraph, if the book-entry transfer institution or account management institution is an account management institution.
(7)The provisions of the preceding paragraph apply mutatis mutandis to a book-entry transfer institution or account management institution that has received the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), if the notice has been given.
(Book Entry Transfer Procedures)
Article 95(1)If an application for a book-entry transfer for book-entry transfer JGBs of a particular issue has been filed, a book-entry transfer institution or account management institution must, pursuant to the provisions of paragraphs (4) through (8) and as indicated pursuant to the provisions of paragraph (3) in the application, enter or record the reduction or increase in the book-entry transfer account register that it keeps, or give notice to the person concerned of the reduction or increase.
(2)The application referred to in the preceding paragraph is an application that the participant files with its immediately superior institution for whom the reduction is entered or recorded in their account (excluding a customer account) by the book-entry transfer.
(3)A participant filing the application referred to in paragraph (1) (hereinafter referred to as the "applicant" in this Article) must indicate the following information in the application:
(i)the issue and the amount of book-entry transfer JGBs for which the reduction and increase are required to be entered or recorded when the book-entry transfer is made;
(ii)whether the reduction will be entered or recorded in the holdings column of the applicant's account or in the column of the applicant's account in which the information set forth in Article 91, paragraph (3), item (iv) is entered or recorded (hereinafter referred to as the "pledge column" in this Chapter);
(iii)the account in which the increase is required to be entered or recorded (excluding a customer account; hereinafter referred to as the "transferee account" in this Article); and
(iv)whether the increase will be entered or recorded in the holdings column or the pledge column of the transferee account (excluding an institution-held account).
(4)If the application referred to in paragraph (1) has been filed, the book-entry transfer institution or account management institution that has received the application must take the following measures without delay:
(i)make an entry or record of the reduction in the amount referred to in item (i) of the preceding paragraph (hereinafter referred to as the "amount subject to book-entry transfer" in this Article), in the holdings column or the pledge column of the participant's account indicated pursuant to the provisions of item (ii) of the preceding paragraph;
(ii)give notice to the immediately superior institution of the information indicated pursuant to the provisions of item (i), item (iii), and item (iv) of the preceding paragraph, if the book-entry transfer institution or account management institution is not the common immediately superior institution for the book-entry transfer;
(iii)make an entry or record of the increase in the amount subject to book-entry transfer, in the holdings column or the pledge column of the transferee account (hereinafter referred to as the "transferee column" in this Article) indicated pursuant to the provisions of item (iv) of the preceding paragraph, if the book-entry transfer institution or account management institution is the common immediately superior institution for the book-entry transfer and is also the one that has opened the transferee account; and
(iv)make an entry or record of the increase equal in the amount subject to book-entry transfer in the customer account under the account of the immediately subordinate instituion to the book-entry transfer institution or account management institution that is the superior institution of the participant with that transferee account, and give notice to the immediately subordinate instituion of the information indicated pursuant to the provisions of item (i), item (iii), and item (iv) of the preceding paragraph, if the book-entry transfer institution or account management institution is the common immediately superior institution for the book-entry transfer and is not the one that opened the transferee account.
(5)If the notice referred to in item (ii) of the preceding paragraph has been given, the book-entry transfer institution or account management institution that has been notified must immediately take the following measures:
(i)enter or record the reduction in the amount subject to book-entry transfer in the customer account under the account of the account management institution that has given the notice;
(ii)give notice to the immediately superior institution of the information that the book-entry transfer institution or account management institution has been notified pursuant to the provisions of item (ii) of the preceding paragraph, if the book-entry transfer institution or account management institution is not the common immediately superior institution for the book-entry transfer;
(iii)enter or record the increase in the amount subject to book-entry transfer in the transferee column of the transferee account, if the book-entry transfer institution or account management institution is the common immediately superior institution for the book-entry transfer and is also the one that has opened the transferee account; and
(iv)enter or record the increase in the amount subject to book-entry transfer, in the customer account under the account of the immediately subordinate instituion to the book-entry transfer institution or account management institution that is the superior institution of the participant with that transferee account, and give notice to the immediately subordinate instituion of the information that has been notified pursuant to the provisions of item (ii) of the preceding paragraph, if the book-entry transfer institution or account management institution is the common immediately superior institution for the book-entry transfer and is not the one that opened the transferee account.
(6)The provisions of the preceding paragraph apply mutatis mutandis to a book-entry transfer institution or account management institution that has been given the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), if the notice has been given.
(7)If the notice referred to in paragraph (4), item (iv) or paragraph (5), item (iv) (including as applied mutatis mutandis pursuant to the preceding paragraph; hereinafter the same applies in this paragraph) has been given, the account management institution that has been notified must immediately take the following measures:
(i)enter or record the increase in the amount subject to book-entry transfer in the transferee column of the transferee account, if the account management institution is the one that opened the transferee account; and
(ii)enter or record the increase in the amount subject to book-entry transfer, in the customer account under the account of the immediately subordinate instituion to the account management institution that is the superior institution of the participant with that transferee account, and give notice to the immediately subordinate instituion of the information that has been notified pursuant to the provisions of paragraph (4), item (iv) or paragraph (5), item (iv), if the account management institution is not the one that opened the transferee account.
(8)If the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph) has been given, the provisions of the preceding paragraph apply mutatis mutandis to the account management institution that has been notified.
(Making Deletions)
Article 96(1)If an application for the deletion of a book-entry transfer JGB of a particular issue has been filed, a book-entry transfer institution or account management institution must, pursuant to the provisions of paragraphs (4) through (6) and as indicated pursuant to the provisions of paragraph (3) in the application, enter or record the reduction in the book-entry transfer account register that it keeps, or give notice to the person concerned of the reduction.
(2)The application referred to in the preceding paragraph is an application that the participant for whom the reduction resulting from the deletion will be entered or recorded in their account (excluding a customer account) files with their immediately superior institution.
(3)A participant filing the application referred to in paragraph (1) (hereinafter referred to as the "applicant" in this Article) must indicate the following information in that application:
(i)the issue and the amount of book-entry transfer JGBs for which the reduction is required to be entered or recorded when the deletion is made;
(ii)whether the reduction will be entered or recorded in the holdings column or the pledge column of the applicant's account.
(4)If the application referred to in paragraph (1) has been filed, the book-entry transfer institution or account management institution that has received the application must take the following measures without delay:
(i)enter or record the reduction in the amount referred to in item (i) of the preceding paragraph, in the holdings column or the pledge column of the applicant's account indicated pursuant to the provisions of item (ii) of the preceding paragraph; and
(ii)give notice to the immediately superior institution of the information indicated pursuant to the provisions of item (i) of the preceding paragraph, if the book-entry transfer institution or account management institution is anaccount management institution.
(5)If the notice referred to in item (ii) of the preceding paragraph has been given, the book-entry transfer institution or account management institution that has been notified must immediately take the following measures:
(i)enter or record the reduction in the amount referred to in paragraph (3), item (i) in the customer account under the account of the account management institution that has given the notice;
(ii)give notice to the immediately superior institution of the information which the book-entry transfer institution or account management institution has been notified pursuant to the provisions of item (ii) of the preceding paragraph, if the book-entry transfer institution or account management institution is an account management institution.
(6)The provisions of the preceding paragraph apply mutatis mutandis to a book-entry transfer institution or account management institution that has received the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), if the notice has been given.
(7)The national government may demand that, in exchange for the government redeeming book-entry transfer JGBs (or paying interest, if the bonds are interest-only book-entry transfer JGBs), the holder of book-entry transfer JGBs or pledgee file an application with its immediately superior institution to enter a deletion for the book-entry transfer JGBs of that issue which appear on its account by deleting the same amount from the account as the amount of the book-entry transfer JGBs that are being redeemed.
(Procedures for Changing Entries or Records)
Article 97If a book-entry transfer institution or account management institution learns that there has been a change to the information set forth in one of the items of Article 91, paragraph (3), paragraph (4), or paragraph (5) in the book-entry transfer account register that it keeps, it must immediately enter or record the change in the book-entry transfer account register.
Section 3 Effect of Book-Entry Transfer
(Transfer of Book-Entry Transfer JGBs)
Article 98A transfer of book-entry transfer JGBs (other than a claim for interest that has become due without being seized (excluding an interest-only book-entry transfer JGB); the same applies in the following Article through Article 102) does not take effect unless the transferee has had an entry or record made in the holdings column of its account (or in the column in which the information set forth in Article 91, paragraph (5), item (ii) is entered or recorded, for the institution-held account), based on an application for book-entry transfer, of the increase in the amount of the book-entry transfer JGBs subject to the transfer.
(Pledge of Book-Entry Transfer JGBs)
Article 99A pledge of book-entry transfer JGBs does not take effect unless the pledgee has an entry or record made in the pledge column of its account, based on an application for book-entry transfer, of the increase in the amount of the book-entry transfer JGBs subject to the pledge.
(Requirement for Perfection of Book-Entry Transfer JGBs That Come Under Trust Property)
Article 100(1)Unless an entry or record has been made for a book-entry transfer JGB in a book-entry transfer account register pursuant to the provisions of Article 91, paragraph (3), item (v), indicating the fact that the Japanese government bond comes under trust property, it is not permissible to assert against a third party that the Japanese government bond comes under trust property.
(2)An entry or record in a book-entry transfer account register as prescribed in the preceding paragraph is made pursuant to the provisions of Cabinet Order.
(Presumed Rights of Participants)
Article 101A participant is presumed to be the lawful holder of the rights under a book-entry transfer JGB that has been entered or recorded in their account (limited to their own account, if the account is that of an account management institution).
(Acquisition in Good Faith)
Article 102A participant (including a book-entry transfer institution with an institution-held account) that has had an entry or record made in their account (limited to their own account if the account is that of an account management institution), based on an application for book-entry transfer, of the increase in book-entry transfer JGBs of a particular issue, acquires the rights associated with the entry or record of the increase in the book-entry transfer JGBs of that issue; provided, however that this does not apply if the participant has acted in bad faith or with gross negligence.
(Obligations of Book-Entry Transfer Institutions If There Are Entries or Records of Overages)
Article 103(1)If the total amount of the book-entry transfer JGBs of a particular issue that all bondholders hold based on acquisitions of book-entry transfer JGBs under the provisions of the preceding Article (other than strippable book-entry transfer JGBs, principal-only book-entry transfer JGBs, and interest-only book-entry transfer JGBs; hereinafter the same applies in this Article through Article 106) comes to exceed the total issued amount of book-entry transfer JGBs of that issue (other than any amount that has been redeemed), and the aggregate amount referred to in item (i) exceeds the total issued amount referred to in item (ii), the book-entry transfer institution assumes the obligation to acquire book-entry transfer JGBs in that issue until its holdings reach the amount of the overage (meaning the amount obtained by deducting the total issued amount referred to in item (ii) from the aggregate amount referred to in item (i)):
(i)the aggregate amount of book-entry transfer JGBs of that issue which have been entered or recorded in the accounts of the participants of the book-entry transfer institution, in the book-entry transfer account register kept by the book-entry transfer institution;
(ii)the total issued amount (other than any amount that has been redeemed) of book-entry transfer JGBs of that issue.
(2)If there is any amount prescribed in item (i) of the preceding paragraph for which an entry or record of the increase or reduction has been made in the account prescribed in that item, and the rights associated with the entry or record have not arisen, have not been transferred, or have not been extinguished, and it is proved that no one has acquired book-entry transfer JGBs pursuant to the provisions of the preceding Article in the amount for which the entry or record has been made, that amount is treated as if no entry or record was made.
(3)When a book-entry transfer institution acquires book-entry transfer JGBs pursuant to the provisions of paragraph (1), the institution has the duty to immediately manifest its intention to release the government from all obligations related to those book-entry transfer JGBs to the national government.
(4)The rights under the book-entry transfer JGBs prescribed in the preceding paragraph are extinguished if an intention to release the obligations is manifested pursuant to that paragraph.
(5)When a book-entry transfer institution manifests its intention to release the obligations pursuant to the provisions of paragraph (3) with respect to book-entry transfer JGBs, the institution must immediately make deletions for those book-entry transfer JGBs in the book-entry transfer account register.
(Obligations of Account Management Institutions If There Are Entries or Records of Overages)
Article 104(1)In the case prescribed in paragraph (1) of the preceding Article, if there is an account management institution for which the total amount referred to in item (i) comes to exceed the amount referred to in item (ii), the account management institution assumes the duty to manifest its intention to release the government from all obligations related to book-entry transfer JGBs of that issue in an amount equal to the overage (meaning the amount obtained by deducting the amount referred to in item (ii) from the total amount referred to in item (i)) to the national government:
(i)the total amount of book-entry transfer JGBs of that issue entered or recorded in the accounts of the participants of the account management institution, in the book-entry transfer account register kept by that account management institution;
(ii)the amount of book-entry transfer JGBs of that issue which have been entered or recorded in the customer account under the account of the account management institution, in the book-entry transfer account register kept by its immediately superior institution.
(2)The provisions of paragraph (2) of the preceding Article apply mutatis mutandis to the following particulars:
(i)the amount prescribed in item (i) of the preceding paragraph;
(ii)the amount set forth in item (ii) of the preceding paragraph, if an entry or record of the increase or reduction has been made in a customer account prescribed in that item and the rights associated with the entry or record have not arisen, have not been transferred, or have not been extinguished.
(3)In the case referred to in paragraph (1), if the account management institution does not hold book-entry transfer JGBs of the issue prescribed in that paragraph in an amount equal to the amount of overage prescribed in that paragraph, the institution assumes the duty to acquire book-entry transfer JGBs in that issue until its holdings reach the amount of the overage, before manifesting the intention to release the obligations as under the provisions of that paragraph.
(4)When an account management institution manifests its intention to release the obligations pursuant to the provisions of paragraph (1), the institution must immediately notify its immediately superior institution of the following information:
(i)the fact that it has manifested the intention to release the obligations; and
(ii)the issue and the amount of book-entry transfer JGBs with respect to which it has manifested the intention to release the obligations.
(5)When the immediately superior institution referred to in the preceding paragraph receives the notice referred to in that paragraph, it must immediately make the following entries or records regarding book-entry transfer JGBs of the issue set forth in item (ii) of that paragraph, in the book-entry transfer account register that it keeps:
(i)an entry or record of the reduction in the amount set forth in item (ii) of the preceding paragraph in the institution's own account under the account of the account management institution referred to in that paragraph; and
(ii)an entry or record of the increase in the amount set forth in item (ii) of the preceding paragraph in the customer account under the account referred to in the preceding item.
(Handling in the Event of Non-Performance of Obligations Concerning Entries or Records of Overages by Book-Entry Transfer Institutions)
Article 105(1)In the case prescribed in Article 103, paragraph (1), until the book-entry transfer institution prescribed in that paragraph fully performs the obligations referred to in that paragraph and paragraph (3) of that Article, the national government does not have the duty to redeem the principal or pay interest on the part of the book-entry transfer JGBs of the issue that each bondholder holds which corresponds to the amount obtained when the percentage of the amount referred to in item (i) in the total amount referred to in item (ii) is multiplied by the amount of the overage prescribed in paragraph (1) of that Article (or by the amount obtained by deducting the amount related to the performance of obligation the obligation referred to in paragraph (3) of that Article has been partially performed) (hereinafter referred to as the "maximum amount ascribable to the book-entry transfer institution" in this Article):
(i)the amount of book-entry transfer JGBs of that issue that the bondholder holds (or, if the book-entry transfer institution has a subordinate institution that is required to manifest an intention to release the obligations with respect to book-entry transfer JGBs of that issue pursuant to the provisions of paragraph (1) of the preceding Article, the amount of book-entry transfer JGBs of that issue that the bondholder holds which has deducted the maximum amount ascribable to the account management institution prescribed in paragraph (1) of the following Article, for the overage prescribed in paragraph (1) of the preceding Article for the subordinate institution in respect of that bondholder (limited to the holder of a book-entry transfer JGB that has been entered or recorded in an account opened by that subordinate institution or by its subordinate institution));
(ii)the total amount of book-entry transfer JGBs of that issue that all bondholders hold (or, if the book-entry transfer institution has a subordinate institution that is required to manifest an intention to release the obligations with respect to book-entry transfer JGBs of that issue pursuant to the provisions of paragraph (1) of the preceding Article, the amount obtained by deducting the total of the maximum amounts ascribable to the account management institution prescribed in paragraph (1) of the following Article, for the overage prescribed in paragraph (1) of the preceding Article for the subordinate institution in respect of all of the holders of book-entry transfer JGBs that have been entered or recorded in accounts opened by that subordinate institution or by its subordinate institution).
(2)In the case prescribed in Article 103, paragraph (1), the book-entry transfer institution prescribed in that paragraph assumes the following duties toward each bondholder:
(i)in the case referred to in the preceding paragraph, the duty to redeem the principal and pay interest in lieu of the national government on the part of the book-entry transfer JGBs of that issue that each bondholder holds, up to the maximum amount ascribable to the book-entry transfer institution;
(ii)beyond what is set forth in the preceding item, the duty to indemnify the bondholder for any damage caused by non-performance of obligations referred to in Article 103, paragraph (1) or (3).
(Handling in the Event of Non-Performance of Obligations by Account Management Institutions Concerning Entries or Records of Overages)
Article 106(1)In the case prescribed in Article 104, paragraph (1), until the account management institution prescribed in that paragraph fully performs the obligations referred to in that paragraph and paragraph (3) of that Article, the national government does not have a duty to redeem the principal or pay interest on the part of the book-entry transfer JGBs of the issue that a bondholder (limited to the holder of a book-entry transfer JGB that has been entered or recorded in an account opened by that account management institution or by its subordinate institution) holds which corresponds to the amount obtained by deducting the percentage of the amount referred to in item (i) in the total amount referred to in item (ii) multiplied by the amount of the overage prescribed in paragraph (1) of that Article (or by the amount obtained by deducting the amount related to the performance if the obligation referred to in that paragraph has been partially performed) (hereinafter referred to as the "maximum amount ascribable to the account management institution" in this Article):
(i)the amount of book-entry transfer JGBs of that issue that the bondholder holds (or, if the account management institution has a subordinate institution that is required to manifest an intention to release the obligations with respect to book-entry transfer JGBs of that issue pursuant to the provisions of Article 104, paragraph (1), the amount obtained by deducting the maximum amount ascribable to the account management institution for the overage prescribed in paragraph (1) of the preceding Article in respect of that bondholder for the subordinate institution (limited to the holder of a book-entry transfer JGB that has been entered or recorded in an account opened by that subordinate institution or by its subordinate institution));
(ii)the total amount of book-entry transfer JGBs of that issue held by all of the holders of book-entry transfer JGBs that have been entered or recorded in accounts opened by that account management institution or by its subordinate institution (or, if the account management institution has a subordinate institution that is required to manifest an intention to release the obligations with respect to book-entry transfer JGBs of that issue pursuant to the provisions of Article 104, paragraph (1), the amount obtained by deducting the total of the maximum amounts ascribable to the account management institution for all of the holders of book-entry transfer JGBs that have been entered or recorded in accounts opened by that subordinate institution or by its subordinate institution for the overage prescribed in paragraph (1) of the preceding Article).
(2)In the case prescribed in Article 104, paragraph (1), the account management institution prescribed in that paragraph assumes the following duties toward a bondholder prescribed in the preceding paragraph:
(i)in the case referred to in the preceding paragraph, the duty to redeem the principal and pay interest in lieu of the national government, on the part of the book-entry transfer JGBs of the issue that a bondholder prescribed in the preceding paragraph holds, up to the maximum amount ascribable to the account management institution;
(ii)beyond what is set forth in the preceding item, the duty to indemnify the bondholder for any damage caused by non-performance of obligations referred to in Article 104, paragraph (1) or (3).
(Obligations of Book-Entry Transfer Institution Regarding Strippable and Stripped Book-Entry Transfer JGBs If There Are Entries or Records of Overages)
Article 107(1)If, as a result of the acquisition of strippable book-entry transfer JGBs, principal-only book-entry transfer JGBs, or interest-only book-entry transfer JGBs under the provisions of Article 102 (hereinafter referred to as "strippable and stripped book-entry transfer JGBs" in this Article through Article 110), the total amount per issue, of principal-only book-entry transfer JGBs and interest-only book-entry transfer JGBs that all of the holders of strippable and stripped book-entry transfer JGBs are to hold when all of the strippable book-entry transfer JGBs that are held by the holders of strippable and stripped book-entry transfer JGBs are calculated by deeming them to have been stripped pursuant to the provisions of Article 93, there is a total amount of the issuance (other than any amount that has been redeemed) which exceeds the total amount per issue of principal-only book-entry transfer JGBs and interest-only book-entry transfer JGBs when all of the strippable book-entry transfer JGBs are calculated by deeming them to have been stripped pursuant to the provisions of that paragraph, and there are principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs of the issue for which the total amount referred to in item (i) exceeds the total amount referred to in item (ii), the book-entry transfer institution assumes the duty to acquire the principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs in that issue until its holdings reach the amount of the overage (meaning the amount obtained by deducting the total amount referred to in item (ii) from the total amount referred to in item (i)):
(i)the total amount per issue, of principal-only book-entry transfer JGBs and interest-only book-entry transfer JGBs that are to be entered or recorded in the accounts of the participants of the book-entry transfer institution in the book-entry transfer account register kept by that book-entry transfer institution, if all of the strippable book-entry transfer JGBs that have been entered or recorded in the accounts of the participants of the book-entry transfer institution, in the book-entry transfer account register kept by that book-entry transfer institution, are calculated by deeming that they have been stripped pursuant to the provisions of Article 93;
(ii)the total amount per issue, of principal-only book-entry transfer JGBs and interest-only book-entry transfer JGBs if all of the strippable book-entry transfer JGBs issued are calculated by deeming them to have been stripped pursuant to the provisions of Article 93 for the total amount of the issuance (other than any amount that has been redeemed).
(2)If there is any amount prescribed in item (i) of the preceding paragraph for which an entry or record of the increase or reduction has been made in the account prescribed in that item, and for which the rights associated with that entry or record have not arisen, have not been transferred, or have not extinguished, and it is proved that no one has acquired strippable or stripped book-entry transfer JGBs pursuant to the provisions of the preceding Article in the amount for which the entry or record has been made, that amount is treated as if no entry or record was made.
(3)In applying the provisions of paragraph (1), strippable and stripped book-entry transfer JGBs that have been acquired pursuant to the provisions of Article 102 and that are handled by book-entry transfer institutions that have obtained the consent referred to in Article 13, paragraph (1) are to be calculated for each book-entry transfer institution handling them.
(4)When a book-entry transfer institution acquires principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs pursuant to the provisions of paragraph (1), the book-entry transfer institution assumes the duty to immediately manifest the intention to release the government from all obligations related to those principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs to the national government.
(5)The rights under the principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs prescribed in the preceding paragraph are extinguished when an intention to release the obligations is manifested pursuant to that paragraph.
(6)When a book-entry transfer institution manifests the intention to release the obligations pursuant to the provisions of paragraph (4) with respect to principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs, the institution must immediately make deletions for those principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs in the book-entry transfer account register.
(Obligations of Account Management Institution Concerning Strippable and Stripped Book-Entry Transfer JGBs If There Are Entries or Records of Overages)
Article 108(1)In the case prescribed in paragraph (1) of the preceding Article, if there is an account management institution with principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs in an issue for which the total amount referred to in item (i) that comes to exceed the total amount referred to in item (ii), the account management institution assumes the duty to manifest the intention to release the government from all obligations related to principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs of that issue in an amount equal to the overage (meaning the amount obtained by dedecting the total amount referred to in item (i) from the total amount referred to in item (ii)) to the national government:
(i)the total amount per issue, of principal-only book-entry transfer JGBs and interest-only book-entry transfer JGBs that are to be entered or recorded in the accounts of the participants of the account management institution, in the book-entry transfer account register kept by that account management institution, if all of the strippable book-entry transfer JGBs that have been entered or recorded in the accounts of the participants of that account management institution, in the book-entry transfer account register kept by that account management institution are calculated by deeming that they have been stripped pursuant to the provisions of Article 93;
(ii)the total amount per issue of principal-only book-entry transfer JGBs and interest-only book-entry transfer JGBs that are to be entered or recorded in the customer account under the account of the account management institution in the book-entry transfer account register kept by its immediately superior institution, if all of the strippable book-entry transfer JGBs entered or recorded in the customer account subdivision under the account of that account management institution in the book-entry transfer account register kept by the immediately superior institution of that account management institution, are to be calculated by deeming them to have been stripped pursuant to the provisions of Article 93.
(2)The provisions of paragraph (2) of the preceding Article apply mutatis mutandis to the following particulars:
(i)the amount prescribed in item (i) of the preceding paragraph; and
(ii)the amount set forth in item (ii) of the preceding paragraph, if an entry or record of the increase or reduction has been made in a customer account prescribed in that item and the rights associated with that entry or record have not arisen, have not been transferred, or have not been extinguished.
(3)In the case referred to in paragraph (1), if the account management institution does not hold principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs of the issue prescribed in that paragraph in an amount equal to the overage prescribed in that paragraph, the account management institution has the duty to acquire principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs in that issue until its holdings reach the amount of the overage, before manifesting the intention to release the obligations under the provisions of that paragraph.
(4)When an account management institution manifests the intention to release the obligations pursuant to the provisions of paragraph (1), the account management institution must immediately notify its immediately superior institution of the following particulars:
(i)the fact that it has manifested the intention to release the obligations;
(ii)the issue and the amount of principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs for which it has manifested the intention to release the obligations.
(5)When the immediately superior institution referred to in that paragraph receives the notice referred to in that paragraph, it must immediately make the following entries or records regarding principal-only book-entry transfer JGBs or interest-only book-entry transfer JGBs of the issue set forth in item (ii) of that paragraph in the book-entry transfer account register that it keeps:
(i)an entry or record of the reduction in the amount set forth in item (ii) of the preceding paragraph in the account management institution's own account under the account of the account management institution referred to in that paragraph;
(ii)an entry or record of the increase in the amount set forth in item (ii) of the preceding paragraph in the customer account under the account referred to in that item.
(Handling in the Case of Non-Performance of Obligations by Book-Entry Transfer Institution Concerning Entries or Records of Overages for Strippable and Stripped Book-Entry Transfer JGBs)
Article 109(1)If a book-entry transfer institution prescribed in Article 107, paragraph (1) assumes the obligations referred to in that paragraph and paragraph (4) of that Article regarding principal-only book-entry transfer JGBs in the case prescribed in paragraph (1) of that Article, the national government does not assume the duty to redeem the principal on the part of the principal-only book-entry transfer JGBs of that issue and strippable book-entry transfer JGBs with the same name and code as the principal-only book-entry transfer JGBs of that issue that each bondholder holds which corresponds to the amount obtained when the percentage of the amount referred to in item (i) in the total amount referred to in item (ii) is multiplied by the amount of the overage prescribed in paragraph (1) of that Article (or by the amount obtained by deducting the amount related to the performance of obligation if the obligation referred to in paragraph (4) of that Article has been partially performed) (hereinafter referred to as the "maximum amount of principal ascribable to the book-entry transfer institution" in this Article) until the book-entry transfer institution fully performs those obligations:
(i)the amount of principal-only book-entry transfer JGBs of that issue and strippable book-entry transfer JGBs with the same name and code as the principal-only book-entry transfer JGBs of that issue that the bondholder holds (or, if the book-entry transfer institution has a subordinate institution that is required to manifest an intention to the release of obligations with respect to principal-only book-entry transfer JGBs of that issue pursuant to the provisions of paragraph (1) of the preceding Article, the amount obtained by deducting the maximum amount of principal ascribable to the account management institution prescribed in paragraph (1) of the following Article, for the overage prescribed in that paragraph for the subordinate institution in respect of that bondholder (limited to the holder of a book-entry transfer JGB that has been entered or recorded in an account opened by that subordinate institution or by its subordinate institution));
(ii)the total amount of principal-only book-entry transfer JGBs of that issue and strippable book-entry transfer JGBs with the same name and code as the principal-only book-entry transfer JGBs of that issue that all of the bondholders hold (or, if the book-entry transfer institution has a subordinate institution that is required to manifest the intention to release the obligations with respect to principal-only book-entry transfer JGBs of that issue pursuant to the provisions of paragraph (1) of the preceding Article, the amount obtained by deducting the total of the maximum amounts of principal ascribable to the account management institution prescribed in paragraph (1) of the following Article, for the overage prescribed in paragraph (1) of the preceding Article for the subordinate institution in respect of all of the holders of book-entry transfer JGBs that have been entered or recorded in accounts opened by that subordinate institution or by its subordinate institution).
(2)If a book-entry transfer institution prescribed in Article 107, paragraph (1) assumes the obligations referred to in that paragraph and paragraph (4) of that Article regarding interest-only book-entry transfer JGBs in the case prescribed in paragraph (1) of that Article, the national government does not assume the duty to pay the part of the interest on the interest-only book-entry transfer JGBs of that issue that each bondholder holds (but only those handled by the book-entry transfer institution; hereinafter the same applies in this Article and the following Article), or on all strippable book-entry transfer JGBs (but only those handled by the book-entry transfer institution; hereinafter the same applies in this Article and the following Article) with the same interest payment date as the interest-only book-entry transfer JGBs of that issue that each bondholder holds, which corresponds to the amount obtained when the percentage of the total amount referred to in item (i) in the total amount referred to in item (ii) is multiplied by the amount of the overage prescribed in paragraph (1) of that Article (or by the amount obtained by deducting the amount related to the performance of the obligation if the obligation referred to in paragraph (4) of that Article has been partially performed) (hereinafter referred to as the "maximum amount of interest ascribable to the book-entry transfer institution" in this Article), until the book-entry transfer institution fully performs the obligations referred to in that paragraph and paragraph (4) of that Article:
(i)the total amount of interest on interest-only book-entry transfer JGBs of that issue and all strippable book-entry transfer JGBs with the same interest payment date as the interest-only book-entry transfer JGBs of that issue that the bondholder holds (or, if the book-entry transfer institution has a subordinate institution that is required to manifest the intention to release the obligations with respect to interest-only book-entry transfer JGBs of that issue pursuant to the provisions of paragraph (1) of the preceding Article, the amount obtained by deducting the maximum amount of interest ascribable to the account management institution prescribed in paragraph (2) of the following Article, for the overage prescribed in paragraph (1) of the preceding Article for the subordinate institution in respect of that bondholder (limited to the holder of a book-entry transfer JGB that has been entered or recorded in an account opened by that subordinate institution or by its subordinate institution));
(ii)the total amount of interest on interest-only book-entry transfer JGBs of that issue and all the strippable book-entry transfer JGBs with the same interest payment date as the interest-only book-entry transfer JGBs of that issue that all bondholders hold (or, if the book-entry transfer institution has a subordinate institution that is required to manifest the intention to release the obligations with respect to interest-only book-entry transfer JGBs of that issue pursuant to the provisions of paragraph (1) of the preceding Article, the amount obtained by deducting the total of the maximum amounts of interest ascribable to the account management institution prescribed in paragraph (2) of the following Article, for the overage prescribed in paragraph (1) of the preceding Article for the subordinate institution in respect of all of the holders of book-entry transfer JGBs that have been entered or recorded in accounts opened by that subordinate institution or by its subordinate institution).
(3)In the case prescribed in Article 107, paragraph (1), the book-entry transfer institution prescribed in that paragraph assumes the following duties toward each bondholder:
(i)in the case referred to in paragraph (1), the duty to redeem the principal in lieu of the national government, on the part of the principal-only book-entry transfer JGBs of that issue and strippable book-entry transfer JGBs of the same name and code as the principal-only book-entry transfer JGB of that issue which each bondholder holds, up to the maximum amount of principal ascribable to the book-entry transfer institution;
(ii)in the case referred to in the preceding paragraph, the duty to pay interest in lieu of the national government, on the part of the interest on all interest-only book-entry transfer JGBs of that issue and strippable book-entry transfer JGBs with the same name and code as the interest-only book-entry transfer JGBs of that issue which each bondholder holds, which corresponds to the maximum amount of interest ascribable to the book-entry transfer institution; and
(iii)beyond what is set forth in the preceding two items, the duty to indemnify the bondholder for any damage caused by non-performance of obligations referred to in Article 107, paragraph (1) or (4).
(Handling in the Case of Non-Performance of Obligations by Account Management Institutions Concerning Entries or Records of Overages for Strippable and Stripped Book-Entry Transfer JGBs)
Article 110(1)If an account management institution prescribed in Article 108, paragraph (1) assumes the obligations referred to in that paragraph and paragraph (3) of that Article regarding principal-only book-entry transfer JGBs in the case prescribed in paragraph (1) of that Article, the national government does not assume the duty to redeem the principal on the part of the principal-only book-entry transfer JGBs of that issue that a holder holds (limited to the holder of a book-entry transfer JGB entered or recorded in the account opened by the account management institution or by its subordinate institution), or on the part of the strippable book-entry transfer JGBs with the same name and code as the principal-only book-entry transfer JGBs of that issue that the holder holds, which corresponds to the amount obtained when the percentage of the amount referred to in item (i) in the total amount referred to in item (ii) is multiplied by the amount of the overage prescribed in paragraph (1) of that Article (or by the amount obtained by deducting the amount related to the performance of the obligation if the obligation referred to in that paragraph has been partially performed) (hereinafter referred to as the "maximum amount of principal ascribable to the account management institution" in this Article), until the account management institution fully performs those obligations:
(i)the amount of principal-only book-entry transfer JGBs of that issue and strippable book-entry transfer JGBs with the same name and code as the principal-only book-entry transfer JGBs of that issue that the bondholder holds (or, if the account management institution has a subordinate institution that is required to manifest the intention to release the obligations with respect to principal-only book-entry transfer JGBs of that issue pursuant to the provisions of Article 108, paragraph (1), the amount obtained by deducting the maximum amount of principal ascribable to the account management institution, for the overage prescribed in that paragraph for the subordinate institution in respect of that bondholder (limited to the holder of a book-entry transfer JGB that has been entered or recorded in an account opened by that subordinate institution or by its subordinate institution));
(ii)the total amount of principal-only book-entry transfer JGBs of that issue and strippable book-entry transfer JGBs with the same name and code as the principal-only book-entry transfer JGBs of that issue held by all of the holders of book-entry transfer JGBs that have been entered or recorded in accounts opened by the account management institution or by its subordinate institution (or, if the account management institution has a subordinate institution that is required to manifest the intention to release the obligations with respect to principal-only book-entry transfer JGBs of that issue pursuant to the provisions of Article 108, paragraph (1), the amount obtained by deducting the total of the maximum amounts of principal ascribable to the account management institution, for the overage prescribed in of the preceding Article in respect of all of the holders of book-entry transfer JGBs that have been entered or recorded in accounts opened by that subordinate institution or by its subordinate institution).
(2)If an account management institution prescribed in Article 108, paragraph (1) assumes the duty referred to in that paragraph and paragraph (3) of that Article regarding interest-only book-entry transfer JGBs in the case prescribed in paragraph (1) of that Article, the national government does not assume the duty to pay the part of the interest on the interest-only book-entry transfer JGBs of that issue that a holder holds (but only by the holder of a book-entry transfer JGB entered or recorded in the account opened by the account management institution or by its subordinate institution), or the part of the interest on all strippable book-entry transfer JGBs with the same interest payment date as the interest-only book-entry transfer JGBs of that issue that the holder holds, which corresponds to the amount obtained when the percentage of the total amount referred to in item (i) in the total amount referred to in item (ii) is multiplied by the amount of the overage prescribed in paragraph (1) of that Article (or by the amount obtained by deducting the amount related to the performance of the obligation if the performance referred to in that paragraph has been partially performed) (hereinafter referred to as the "maximum amount of interest ascribable to the account management institution" in this Article), until the account management institution fully performs those obligations:
(i)the total amount of interest on interest-only book-entry transfer JGBs of that issue and all strippable book-entry transfer JGBs with the same interest payment date as the interest-only book-entry transfer JGBs of that issue that the bondholder holds (or, if the account management institution has a subordinate institution that is required to manifest an intention to release the obligations with respect to interest-only book-entry transfer JGBs of that issue pursuant to the provisions of Article 108, paragraph (1), the amount obtained by deducting the maximum amount of interest ascribable to the account management institution, for the overage prescribed in that paragraph for the subordinate institution in respect of that bondholder (limited to the holder of a book-entry transfer JGB that has been entered or recorded in an account opened by that subordinate institution or by its subordinate institution));
(ii)the total amount of interest on interest-only book-entry transfer JGBs of that issue and all strippable book-entry transfer JGBs with the same interest payment date as the interest-only book-entry transfer JGBs of that issue held by all of the holders of book-entry transfer JGBs that have been entered or recorded in accounts opened by the account management institution or by its subordinate institution (or, if the account management institution has a subordinate institution that is required to manifest an intention to release the obligations with respect to book-entry transfer JGBs of that issue pursuant to the provisions of Article 108, paragraph (1), that total amount obtained by deducting the total of the maximum amounts of interest ascribable to the account management institution, for the overage prescribed in that paragraph for the subordinate institution in respect of all of the holders of book-entry transfer JGBs that have been entered or recorded in accounts opened by that subordinate institution or by its subordinate institution).
(3)In the case prescribed in Article 108, paragraph (1), the account management institution prescribed in that paragraph assumes the following duties toward a bondholder prescribed in the preceding two paragraphs:
(i)in the case referred to in paragraph (1), the duty to redeem the principal in lieu of the national government, on the part of the principal-only book-entry transfer JGBs of that issue and strippable book-entry transfer JGBs with the same name and code as the principal-only book-entry transfer JGBs of that issue which a bondholder prescribed in paragraph (1) holds, up to the maximum amount of principal ascribable to the account management institution;
(ii)in the case as referred to in in the preceding paragraph, the duty to pay interest in lieu of the national government, on the part the interest on all interest-only book-entry transfer JGBs of that issue and strippable book-entry transfer JGBs with the same name and code as the interest-only book-entry transfer JGBs of that issue which a bondholder prescribed in the preceding paragraph holds, up to the maximum amount of interest ascribable to the account management institution; and
(iii)beyond what is set forth in the preceding two items, the duty to indemnify the bondholder for any damage caused by non-performance of obligations referred to in Article 108, paragraph (1) or (3).
(Handling When the National Government Redeems Book-Entry Transfer JGBs in Error)
Article 111(1)Even if the national government is acting in good faith, its redemption of principal or payment of interest in an amount that it does not have the duty to redeem or pay, for an issue that the provisions of Article 105, paragraph (1), Article 106, paragraph (1), Article 109, paragraph (1) or (2), or paragraph (1) or (2) of the preceding Article establish the national government as not having the duty to redeem or pay does not have the effect of extinguishing its obligations with respect to other book-entry transfer JGBs of that issue.
(2)In the case referred to in the preceding paragraph, a holder of book-entry transfer JGBs does not assume the duty to return to the national government the amount of the principal redeemed or interest paid prescribed in that paragraph.
(3)If the national government redeems principal or pays interest prescribed in paragraph (1), it acquires the rights of a holder of book-entry transfer JGBs under the provisions of Article 105, paragraph (2), item (i), Article 106, paragraph (2), item (i), Article 109, paragraph (3), item (i) or (ii) or paragraph (3), item (i) or (ii) of the preceding Article toward the book-entry transfer institution or account management institution, to the extent of the amount prescribed in the preceding paragraph.
Section 4 Miscellaneous Provisions
Article 112A person making an offer to subscribe for book-entry transfer JGBs must indicate to the national government the account opened for that person in which book entries are to be made for the book-entry transfer JGBs, at the time of the offer.
Chapter VI Book-Entry Transfer of Local Government Bonds
Section 1 Book-Entry Transfer of Local Government Bonds
(Application Mutatis Mutandis of Provisions on Corporate Bonds to Local Government Bonds)
Article 113The provisions of Chapter IV (excluding the provisions of Article 66, item (i), Article 69, paragraph (1), items (v) and (vi), paragraph (2), item (i), sub-items (b) and (c), Article 69-2, Article 70-2, Article 70-3, and Section 4) apply mutatis mutandis to local government bonds. In such a case, the terms set forth in the middle column of the following table in the provisions set forth in the left-hand column of that table are deemed to be replaced with the terms set forth in the right-hand column of that table, and Cabinet Order provides for any other necessary technical replacement of terms.
Article 67, paragraph (1)
Corporate bond certificate
Local government bond certificates (meaning the local government bond certificates prescribed in Article 705, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 5-6 of the Local Government Finance Act (Act No. 109 of 1948) following the deemed replacement of terms; the same applies hereinafter)
Article 67, paragraphs (2) and (3)
corporate bond certificate
local government bond certificate
Article 68, paragraph (3), item (ii)
trade name
name
Article 69, paragraph (1), item (ii)
the participants that are the holdersor pledgees
the participants that are the holders
Article 69, paragraph (1), item (iv)
for each participant (other than those set forth in the following item)
for each participant
Article 69, paragraph (2), item (i), sub-item (a)
of that paragraph ( limited to one that is a bondholder referred to in that item)
of that paragraph
Article 69, paragraph (2), item (ii)
sum of the amounts referred to in items (iv) and (v) of the preceding paragraph
the amount referred to in item (iv) of the preceding paragraph
item (vi)
item (iv)
Article 70, paragraph (3), item (ii)
or the pledge column of the account of the participant referred to in the preceding paragraph
of the account of the participant referred to in the preceding paragraph or in the column of that account in which the information set forth in Article 68, paragraph (3), item (iv) is entered or recorded (hereinafter referred to as the "pledge column" in this Chapter);
Article 71, paragraph (7)
a corporate bond administrator, assistant bond administrator (limited to one that is authorized to receive redemption of book-entry transfer corporate bonds for a bondholder or pledgee), or a trust company under the trust agreement as defined in Article 2, paragraph (1) of the Secured Bonds Trust Act
person entrusted with a public offering or the management of local government bonds prescribed in Article 705, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 5-6 of the Local Government Finance Act following the deemed replacement of terms
bond administrator or similar person
person entrusted with the public offering or similar duty
Article 71, paragraph (8)
bond administrator or similar person
person entrusted with the public offering or similar duty
Article 80, paragraph (1), and Article 81, paragraph (1)
this Article and Article 85
this Article
(Clear Indication of the Application of This Act)
Article 114(1)The issuer of local government bonds handled by a book-entry transfer institution must clearly indicate to a person making an offer to subscribe for those bonds that this Act applies to those bonds; provided, however, that this does not apply to a person subscribing for the full amount of those local government bonds based on a contract.
(2)A person making an offer to subscribe for local government bonds handled by a book-entry transfer institution must indicate to the issuer the account opened for that person in which book entries are to be made for the local government bonds, at the time of the offer.
Section 2 Book-Entry Transfer of Investment Corporation Bonds
(Application Mutatis Mutandis of Provisions on Corporate Bonds to Investment Corporation Bonds)
Article 115The provisions of Chapter IV (excluding the provisions of Article 66, item (i), sub-items (a) through (d), Article 69, paragraph (1), items (v) and (vi) and paragraph (2), item (i), sub-items (b) and (c), Article 69-2, Article 70-2, Article 70-3, Article 83, Article 84, paragraph (4), and Articles 86-2 through 86-4) apply mutatis mutandis to investment corporation bonds (meaning investment corporation bonds as defined in Article 2, paragraph (19) of the Act on Investment Trusts and Investment Corporations; the same applies hereinafter). In such a case, the terms set forth in the middle column of the following table in the provisions set forth in the left-hand column of that table are deemed to be replaced with the terms set forth in the right-hand column of that table, and Cabinet Order provides for any other necessary technical replacement of terms.
Article 66, item (i)
a corporate bond that satisfies all of the following requirements (hereinafter referred to as a "short-term corporate bond" in this Chapter):
a short-term investment corporation bonds prescribed in Article 139-12, paragraph (1) of the Act on Investment Trusts and Investment Corporations
Article 67, paragraph (1)
Corporate bond certificates
Investment corporation bond certificates (meaning investment corporation bond certificates as defined in Article 2, paragraph (20) of the Act on Investment Trusts and Investment Corporations; the same applies hereinafter)
Article 67, paragraphs (2) and (3)
corporate bond certificate
investment corporation bond certificate
Article 69, paragraph (1), item (ii)
the participants that are the holders or pledgees
the participants that are the holders
Article 69, paragraph (1), item (iv)
for each participant (other than those set forth in the following item);
for each participant
Article 69, paragraph (2), item (i), sub-item (a)
of that paragraph (limited to one that is a bondholder referred to in that item),
of that paragraph,
Article 69, paragraph (2), item (ii)
sum of the amounts referred to in items (iv) and (v) of the preceding paragraph
the amount referred to in item (iv) of the preceding paragraph
item (vi)
item (iv)
Article 70, paragraph (3), item (ii)
or the pledge column of the account of the participant referred to in the preceding paragraph
of the account of the participant referred to in the preceding paragraph or in the column of that account in which the information set forth in Article 68, paragraph (3), item (iv) is entered or recorded (hereinafter referred to as the "pledge column" in this Chapter);
Article 71, paragraph (7)
a corporate bond administrator, assistant bond administrator (limited to one that is authorized to receive redemption of book-entry transfer corporate bonds for a bondholder or pledgee
the investment corporation bond administrator (meaning an investment corporation bond administrator prescribed in Article 139-8 of the Act on Investment Trusts and Investment Corporations; the same applies hereinafter), assistant investment corporation bond administrator (meaning an assistant investment corporation bond administrator prescribed in Article 139-9-2, paragraph (1) of the Act on Investment Trusts and Investment Corporations and limited to one that is authorized to receive redemption of book-entry transfer inevstment corporation bonds for an investment corporation bondholder or pledgee; the same applies hereinafter
bond administrator or similar person
investment corporation bond administrator or similar person
Article 71, paragraph (8)
bond administrator or similar person
investment corporation bond administrator or similar person
Article 84, paragraph (1)
Article 677, paragraph (1) of the Companies Act
Article 139-4, paragraph (1) of the Act on Investment Trusts and Investment Corporations
Article 84, paragraph (2)
corporate bond register
investment corporation bond register (meaning the investment corporation bond register prescribed in Article 681 of the Companies Act as applied mutatis mutandis pursuant to Article 139-7 of the Act on Investment Trusts and Investment Corporations following the deemed replacement of terms)
Article 84, paragraph (3)
Article 677, paragraph (2) of the Companies Act
Article 139-4, paragraph (2) of the Act on Investment Trusts and Investment Corporations
Article 679
Article 139-6
Article 85, paragraph (1)
bondholders meeting
meeting of investment corporation bondholders (meaning a meeting of investment corporation bondholders prescribed in Article 139-10, paragraph (1) of the Act on Investment Trusts and Investment Corporations; the same applies hereinafter)
Article 86, paragraph (1)
bondholders meeting
meeting of investment corporation bondholders
Article 86, paragraph (1), item (i)
bond administrator
investment corporation bond administrator
Article 86, paragraph (1), item (ii)
assistant bond administrator
assistant investment corporation bond administrator
Article 86, paragraph (2)
bondholders meeting
meeting of investment corporation bondholders
(Special Provisions of the Act on Investment Trusts and Investment Corporations concerning Book-Entry Transfer Investment Corporation Bonds)
Article 116In applying the provisions of Article 196, paragraphs (1) and (2), Article 197, and Article 219 of the Act on Investment Trusts and Investment Corporations to investment corporation bonds handled by a book-entry transfer institution (hereinafter referred to as "book-entry transfer investment corporation bonds"), a book-entry transfer investment corporation bond is deemed to be an investment corporation bond certificate prescribed in that Act among the investment securities, etc. prescribed in that Act.
(Exclusion of Book-Entry Transfer Investment Corporation Bonds from Application of the Act on Investment Trusts and Investment Corporations)
Article 116-2The provisions of Article 681, items (iv) and (v), Article 682, paragraphs (1) through (3), Article 688, paragraph (1), Article 690, paragraph (1), Article 691, paragraphs (1) and (2), Article 693, paragraph (1), Article 694, paragraph (1) and Article 695-2, paragraphs (1) through (3) of the Companies Act as applied mutatis mutandis pursuant to Article 139-7 of the Act on Investment Trusts and Investment Corporations do not apply to book-entry transfer investment corporation bonds.
Section 3 Book-Entry Transfer of Bonds Issued by Mutual Companies
(Application Mutatis Mutandis of Provisions on Corporate Bonds to Bonds Issued by Mutual Companies)
Article 117The provisions of Chapter IV (excluding the provisions of Article 66, item (i), sub-items (a) through (d), Article 69, paragraph (1), items (v) and (vi) and paragraph (2), item (i), sub-items (b) and (c), Article 69-2, Article 70-2, Article 70-3, Article 83, Article 84, paragraph (4), and Articles 86-2 through 86-4) apply mutatis mutandis to a corporate bond issued by a mutual company (meaning a corporate bond prescribed in Article 61 of the Insurance Business Act; the same applies hereinafter). In such a case, the terms set forth in the middle column of the following table in the provisions set forth in the left-hand column of that table are deemed to be replaced with the terms set forth in the right-hand column of that table, and Cabinet Order provides for any other necessary technical replacement of terms.
Article 66, item (i)
a corporate bond that satisfies all of the following requirements (hereinafter referred to as a "short-term corporate bond" in this Chapter):
a short-term corporate bond prescribed in Article 61-10, paragraph (1) of the Insurance Business Act
Article 67, paragraph (1)
Corporate bond certificates
Corporate bond certificates (meaning corporate bond certificates prescribed in Article 61, item (vi) of the Insurance Business Act; the same applies hereinafter)
Article 68, paragraph (3), item (ii)
trade name
name
Article 69, paragraph (1), item (ii)
the participants that are the holders and pledgees
the participants that are the holders
Article 69, paragraph (1), item (iv)
for each participant (other than those set forth in the following item);
for each participant
Article 69, paragraph (2), item (i), sub-item (a)
of that paragraph (limited to one that is a bondholder referred to in that item),
of that paragraph
Article 69, paragraph (2), item (ii)
sum of the amounts referred to in items (iv) and (v) of the preceding paragraph
the amounts referred to in item (iv) of the preceding paragraph
item (vi)
item (iv)
Article 70, paragraph (3), item (ii)
or the pledge column of the account of the participant referred to in the preceding paragraph
of the account of the participant referred to in the preceding paragraph or in the column of that account in which the information set forth in Article 68, paragraph (3), item (iv) is entered or recorded (hereinafter referred to as the "pledge column" in this Chapter);
Article 71, paragraph (7)
a corporate bond administrator, assistant bond administrator (limited to one that is authorized to receive redemption of book-entry transfer corporate bonds for a bondholder or pledgee
a corporate bond administrator (meaning a corporate bond administrator prescribed in Article 61-6 of the Insurance Business Act; the same applies hereinafter), assistant bond administrator (meaning an assistant bond administrator prescribed in Article 61-7-2 of the Insurance Business Act and limited to one that is authorized to receive redemption of book-entry transfer corporate bonds for a bondholder or pledgee; the same applies hereinafter
Article 84, paragraph (1)
Article 677, paragraph (1) of the Companies Act
Article 61-2, paragraph (1) of the Insurance Business Act
Article 84, paragraph (2)
corporate bond register
corporate bond register (meaning a corporate bond register prescribed in Article 681 of the Companies Act as applied mutatis mutandis pursuant to Article 61-5 of the Insurance Business Act)
Article 84, paragraph (3)
Article 677, paragraph (2) of the Companies Act
Article 61-2, paragraph (2) of the Insurance Business Act
Article 679
Article 61-4
Article 85, paragraph (1)
bondholders meeting
bondholders meeting (meaning a bondholders meeting prescribed in Article 61-8, paragraph (1) of the Insurance Business Act; the same applies hereinafter)
(Exclusion from Application of the Insurance Business Act on Bonds Issued by Mutual Companies That Book-Entry Transfer Institutions Handle)
Article 117-2The provisions of Article 681, items (iv) and (v), Article 682, paragraphs (1) through (3), Article 688, paragraph (1), Article 690, paragraph (1), Article 691, paragraphs (1) and (2), Article 693, paragraph (1), Article 694, paragraph (1), and Article 695-2, paragraphs (1) through (3) of the Companies Act as applied mutatis mutandis pursuant to Article 61-5 of the Insurance Business Act do not apply to bonds issued by a mutual company that a book-entry transfer institution handles.
Section 4 Book-Entry Transfer of Specified Corporate Bonds
(Application Mutatis Mutandis of the Provisions on Corporate Bonds to Specified Corporate Bonds)
Article 118The provisions of Chapter IV (excluding the provisions of Article 66, item (i), sub-items (a) through (d), Article 69, paragraph (1), items (v) and (vi) and paragraph (2), item (i), sub-items (b) and (c), Article 69-2, Article 70-2, Article 70-3, Article 83, Article 84, paragraph (4), and Articles 86-2 through 86-4) apply mutatis mutandis to specified corporate bonds (meaning specified corporate bonds as defined in Article 2, paragraph (7) of the Act on the Securitization of Assets, and excluding convertible specified bonds (meaning convertible specified bonds prescribed in Article 131, paragraph (1) of that Act; the same applies hereinafter) and specified corporate bonds with preferred equity subscription rights (meaning specified corporate bonds with preferred equity subscription rights prescribed in Article 139, paragraph (1) of that Act; the same applies hereinafter); the same applies hereinafter). In such a case, the terms set forth in the middle column of the following table in the provisions set forth in the left-hand column of that table are deemed to be replaced with the terms set forth in the right-hand column of that table, and Cabinet Order provides for any other necessary technical replacement of terms.
Article 66, item (i)
a corporate bond that satisfies all of the following requirements (hereinafter referred to as a "short-term corporate bond" in this Chapter):
a specified short-term company bond as defined in Article 2, paragraph (8) of the Act on the Securitization of Assets
Article 67, paragraph (1)
Corporate bond certificates
Specified corporate bond certificates (meaning the specified corporate bond certificates as defined in Article 2, paragraph (9) of the Act on the Securitization of Assets; the same applies hereinafter)
Article 67, paragraphs (2) and (3)
corporate bond certificate
specified corporate bond certificate
Article 69, paragraph (1), item (ii)
the participants that are the holders and pledgees
the participants that are the holders
Article 69, paragraph (1), item (iv)
for each participant (other than those set forth in the following item);
for each participant
Article 69, paragraph (2), item (i), sub-item (a)
of that paragraph (limited to one that is a bondholder referred to in that item),
of that paragraph
Article 69, paragraph (2), item (ii)
sum of the amounts referred to in items (iv) and (v) of the preceding paragraph
the amount referred to in item (iv) of the preceding paragraph
item (vi)
item (iv)
Article 70, paragraph (3), item (ii)
or the pledge column of the account of the participant referred to in the preceding paragraph
of the account of the participant referred to in the preceding paragraph or in the column of that account in which the information set forth in Article 68, paragraph (3), item (iv) is entered or recorded (hereinafter referred to as the "pledge column" in this Chapter);
Article 71, paragraph (7)
a corporate bond administrator, assistant bond administrator (limited to one that is authorized to receive redemption of book-entry transfer corporate bonds for a bondholder or pledgee
a specified corporate bond administrator (meaning a specified corporate bond administrator prescribed in Article 126 of the Act on the Securitization of Assets; the same applies hereinafter), assistant specified corporate bond administrator (meaning an assistant specified corporate bond administrator prescribed in Article 127-2, paragraph (1) of the Act on the Securitization of Assets and limited to one that is authorizzed to receive redemption of book-entry transfer specified corporate bonds for a specified corporate bondholder or pledgee; the same applies hereinafter
bond administrator or similar person
specified corporate bond administrator or similar person
Article 71, paragraph (8)
bond administrator or similar person
specified corporate bond administrator or similar person
Article 84, paragraph (1)
Article 677, paragraph (1) of the Companies Act
Article 122, paragraph (1) of the Act on the Securitization of Assets
Article 84, paragraph (2)
corporate bond register
specified corporate bond register (meaning the specified corporate bond register prescribed in Article 681 of the Companies Act as applied mutatis mutandis pursuant to Article 125 of the Act on the Securitization of Assets following the deemed replacement of terms; the same applies hereinafter)
Article 84, paragraph (3)
Article 677, paragraph (2) of the Companies Act
Article 122, paragraph (2) of the Act on the Securitization of Assets
Article 679
Article 124
Article 85, paragraph (1)
bondholders meeting
meeting of specified company bondholders (meaning a meeting of specified corporate bondholders prescribed in Article 129, paragraph (1) of the Act on the Securitization of Assets; the same applies hereinafter)
Article 86, paragraph (1)
bondholders meeting
meeting of specified corporate bondholders
Article 86, paragraph (1), item (i)
bond administrator
specified corporate bond administrator
Article 86, paragraph (1), item (ii)
assistant bond administrator
assistant specified bond administrator
Article 86, paragraph (2)
bondholders meeting
meeting of specified corporate bondholders
(Exclusion from Application of the Act on the Securitization of Assets on Specified Corporate Bonds That Book-Entry Transfer Institutions Handle)
Article 119The provisions of Article 681, items (iv) and (v), Article 682, paragraphs (1) through (3), Article 688, paragraph (1), Article 690, paragraph (1), Article 691, paragraphs (1) and (2), Article 693, paragraph (1), Article 694, paragraph (1), and Article 695-2, paragraphs (1) through (3) of the Companies Act as applied mutatis mutandis pursuant to Article 125 of the Act on the Securitization of Assets do not apply to specified corporate bonds that a book-entry transfer institution handles.
Section 5 Book-Entry Transfer of Special Corporation Bonds
Article 120The provisions of Chapter IV (excluding the provisions of Article 66, item (i), sub-items (a) through (d), Article 69, paragraph (1), items (v) and (vi) and paragraph (2), item (i), sub-items (b) and (c), Article 69-2, Article 70-2, Article 70-3, and Section 4) and Article 114 apply mutatis mutandis to special corporation bonds (meaning the rights required to be indicated on bond certificates issued by a corporation pursuant to a special law). In such a case, the terms set forth in the middle column of the following table in the provsions set forth in the left-hand column of that table are deemed to be replaced with the terms set forth in the right-hand column of that table, and Cabinet Order provides for any other necessary technical replacement of terms.
Article 66, item (i)
a corporate bond that satisfies all of the following requirements (hereinafter referred to as a "short-term corporate bond" in this Chapter):
rights required to be indicated on the short-term bonds prescribed in Article 54-4, paragraph (1) of the Shinkin Bank Act (Act No. 238 of 1951) or the short-term Norinchukin Bank bonds prescribed in Article 62-2, paragraph (1) of the Norinchukin Bank Act (Act No. 93 of 2001)
Article 67
corporate bond certificate
bond certificate
Article 68, paragraph (3), item (ii)
trade name
name
Article 69, paragraph (1), item (ii)
the participants that are the holders and pledgees
the participants that are the holders
Article 69, paragraph (1), item (iv)
for each participant (other than those set forth in the following item);
for each participant
Article 69, paragraph (2), item (i), sub-item (a)
of that paragraph (limited to one that is a bondholder referred to in that item),
of that paragraph
Article 69, paragraph (2), item (ii)
sum of the amounts referred to in items (iv) and (v) of the preceding paragraph
the amount referred to in item (iv) of the preceding paragraph
item (vi)
item (iv)
Article 70, paragraph (3), item (ii)
or the pledge column of the account of the participant referred to in the preceding paragraph
of the account of the participant referred to in the preceding paragraph or in the column of that account in which the information set forth in Article 68, paragraph (3), item (iv) is entered or recorded (hereinafter referred to as the "pledge column" in this Chapter);
Article 71, paragraph (7)
a corporate bond administrator, assistant bond administrator (limited to one that is authorized to receive redemption of book-entry transfer corporate bonds for a bondholder or pledgee), or a trust company under a trust agreement as defined in Article 2, paragraph (1) of the Secured Bonds Trust Act
the person entrusted with managing the rights that are required to be indicated on bond certificates issued by the corporation pursuant to a special law
bond administrator or similar person
special corporation bond administrator
Article 71, paragraph (8)
bond administrator or similar person
special corporation bond administrator
Article 80, paragraph (1) and Article 81, paragraph (1)
this Article and Article 85
this Article
Section 6 Book-Entry Transfer of Beneficial Interest in Domestic or Foreign Investment Trusts
(Application Mutatis Mutandis of Provisions on Bonds and Other Securities to Beneficial Interest in an Investment Trust)
Article 121The provisions of Chapter IV (excluding the provisions of Article 66, item (i) Article 71, paragraph (8) and Section 4 (excluding Article 84, paragraph (2), Article 85, paragraph (1), and Article 86-2, paragraph (1))), Article 114, paragraph (2), and Article 155, paragraph (8) apply mutatis mutandis to a beneficial interest in an investment trust (meaning a beneficial interest as defined in Article 2, paragraph (7) of the Act on Investment Trusts and Investment Corporations, and including a beneficial interest under the trust agreement of a foreign investment trust; the same applies hereinafter). In such a case, the terms set forth in the middle column of the following table in the provisions set forth in the left-hand column of that table are deemed to be replaced with the terms set forth in the right-hand column of that table, and Cabinet Order provides for any other necessary technical replacement of terms.
Article 66
interest
distribution of profits
Article 66, item (ii)
decision to issue
the basic terms and conditions for an investment trust (meaning the basic terms and conditions for an investment trust prescribed in Article 4, paragraph (1) or Article 49, paragraph (1) of the Act on Investment Trusts and Investment Corporations)
issued based on that decision will be subject
will be subject
Article 67, paragraph (1)
Corporate bond certificates
Beneficiary certificates (meaning beneficiary certificates as defined in Article 2, paragraph (7) of the Act on Investment Trusts and Investment Corporations; the same applies hereinafter)
Article 67, paragraphs (2) and (3)
corporate bond certificate
beneficiary certificate
Article 68, paragraph (3), items (iii) through (v), paragraph (4), item (ii), and paragraph (5), item (ii)
amount
number of units
Article 69, paragraph (1)
after the issuance date of those book-entry transfer bonds, without delay
if a trust has been created for
Article 69, paragraph (1), item (i)
that have been issued
that have been placed in trust
Article 69, paragraph (1), item (iv) to item (vi)
the amount of book-entry transfer corporate bonds referred to in item (i) for each participant;
the number of book-entry transfer corporate bonds as referred to in item (i) for each Participant
Article 69, paragraph (1), item (vii)
total amount
total number of units
Article 69, paragraph (2)
the amount
the number of units
increase in the amount
increase in the number of units
The part of Article 69-2, paragraph (1) other than what is listed in the items of that paragraph
company
trustee (in the case of an investment trust managed under instructions from the settlor as defined in Article 2, paragraph (1) of the Act on Investment Trusts and Investment Corporations, the settlor; the same applies hereinafter)
the company
the trustee
consolidation-type merger
merger of trusts
Article 69-2, paragraph (1), item (i)
company
trustee
give the notice...or file an application for a book-entry transfer
give the notice
Article 69-2, paragraphs (2) to (5)
company
trustee
Article 70, paragraph (1)
the reduction or increase
the reduction or increase in the number of units
Article 70, paragraph (2)
reduction
reduction in the number of units
Article 70, paragraph (3), item (i)
the reduction and increase
the reduction and increase in the number of units
amount
number of units
Article 70, paragraph (3), item (ii)
reduction
reduction in the number of units
Article 70, paragraph (3), items (iii) and (iv)
increase
increasein the number of units
Article 70, paragraph (4), item (i)
the amount
the number of units
amount subject to book entry transfer
number of units subject to book entry transfer
reduction
reduction
Article 70, paragraph (4), items (iii) and (iv)
amount subject to book entry transfer
number of units subject to book entry transfer
increase
increase
Article 70, paragraph (5), item (i)
amount subject to book entry transfer
number of units subject to book entry transfer
reduction
reduction
Article 70, paragraph (5), items (iii) and (iv), and paragraph (7)
amount subject to book entry transfer
number of units subject to book entry transfer
increase
increase
Article 70-2, paragraph (2)
notice...is given or an application for a book-entry transfer
notice
merger
merger of trusts
company
trust
shares
beneficial interest
shareholder register
beneficial interest register (meaning a beneficial interest register prescribed in Article 186 of the Trust Act as applied mutatis mutandis pursuant to Article 6, paragraph (7) of the Act on Investment Trusts and Investment Corporations following the deemed replacement of terms; the same applies hereinafter)
giving the notice or filing the application for a book-entry transfer
giving the notice
Article 71, paragraphs (1) and (2)
reduction
reduction in the number of units
Article 71, paragraph (3)
reduction
reduction in the number of units
amount
number of units
Article 71, paragraph (4), item (i) and paragraph (5), item (i)
amount
number of units
reduction
reduction
Article 71, paragraph (7)
Unless an issuer goes through a corporate bond administrator, assistant bond administrator (limited to one that is authorized to receive redemption of book-entry transfer corporate bonds for a bondholder or pledgee), or a trust company under the trust agreement as defined in Article 2, paragraph (1) of the Secured Bonds Trust Act (referred to as a "bond administrator or similar person" in the following paragraph) to redeem book-entry transfer corporate bonds for a bondholder or pledgee, the issuer may demand that
The issuer may demand that
to redeem
to redeem or cancel
being redeemed
being redeemed or cancelled
the same amount from the account as the amount of
the same number of units from the account as the number of units of
Article 73
claim for interest
claim to a distribution of profits
the increase in the amount
the increase in the number of units
Article 74
increase
increase in the number of units
Article 77
the increase in
the increase in the number of units of
the increase
the increase
Article 78, paragraph (1)
total amount
total number of units
the total issued amount (other than any amount that has been redeemed)
the total issued units (other than any units that have been redeemed or canceled)
aggregate amount
aggregate number of units
total issued amount
total number of issued units
amount of the overage
number of units in overage
deducting the total issued amount
deducting the total number of issued units
amount
number of units
Article 78, paragraph (2)
amount
number of units
increase or reduction
increase or reduction
Article 79, paragraph (1)
aggregate amount
aggregate number of units
amount
number of units
amount of the overage
number of units in overage
deducting the total issued amount
deducting the total number of issued units
in an amount equal to
in a number equal to
Article 79, paragraph (2)
amount
number of units
increase or reduction
increase or reduction
Article 79, paragraph (3)
amount of the overage
number of units in overage
in an amount
in a number of units
Article 79, paragraph (4), item (ii)
amount
number of units
Article 79, paragraph (5), item (i)
reduction in the amount
reduction in the number of units
Article 79, paragraph (5), item (ii)
increase in the amount
increase in the number of units
Article 80, paragraph (1)
amount
number of units
total amount
total number of units
amount of the overage
number of units in overage
the amount relatd to
the number of units related to
deducting the amount related to the obligation
deducting the number of units
the amount obtained when
the number of units obtained when
this Article and Article 85
this Article
maximum amount ascribable to the book-entry transfer institution
maximum number of units ascribable to the book-entry transfer institution
redeem the principal or pay interest on
redeem, cancel, or distribute profits for
maximum amount ascribable to the account management institution
maximum number of units ascribable to the account management institution
aggregate amount
aggregate number of units
Article 80, paragraph (2), item (i)
maximum amount ascribable to the book-entry transfer institution
maximum number of units ascribable to the book-entry transfer institution
redeem the principal or pay interest on
redeem, cancel, or distribute profits for
Article 81, paragraph (1)
amount
number of units
total amount
total number of units
amount of the overage
number of units in overage
the amount related to
the number of units related to
deducting the amount related to the obligation
deducting the number of units
the amount obtained when
the number of units obtained when
this Article and Article 85
this Article
maximum amount ascribable to the account management institution
maximum number of units ascribable to the account management institution
redeem the principal or pay interest on
redeem, cancel, or distribute profits for
aggregate amount
aggregate number of units
Article 81, paragraph (2), item (i)
maximum amount ascribable to the account management institution
maximum number of units ascribable to the account management institution
redeem the principal or pay interest on
redeem, cancel, or distribute profits for
Article 82
amount
number of units
redeem the principal or pay interest on
redeem, cancel, or distribute profits for
Article 84, paragraph (2)
corporate bond register
beneficial interest register
Article 85, paragraph (1)
Article 723, paragraph (1) of the Companies Act
the amount of corporate bonds held by them (other than the sum of the maximum amount ascribable to the book-entry transfer institution and maximum amount ascribable to the account management institution)
the number of units held by them (other than the sum of the maximum number of units ascribable to the book-entry transfer institution and maximum number of units ascribable to the account management institution)
bondholders meeting
resolution referred to in paragraph (1) of that Article
Article 86-2, paragraph (1)
a company surviving an absorption-type merger (meaning a company surviving an absorption-type merger prescribed in Article 749, paragraph (1) of the Companies Act; the same applies hereinafter) or the wholly owning parent company resulting from a share exchange as prescribed in Article 767 of that Act (hereinafter collectively referred to as the "surviving company or wholly owning company" in this Chapter and Chapters VII through IX,); or a company incorporated in a consolidation-type merger (meaning a company incorporated in a consolidation-type merger prescribed in Article 753, paragraph (1) of that Act) or the wholly owning parent company incorporated in a share transfer as prescribed in Article 773, paragraph (1), item (i) of that Act (hereinafter collectively referred to as the "incorporated company or wholly owning company" in this Chapter and Chapters VII through IX ) seeks to deliver book-entry transfer corporate bonds at the time of the absorption-type merger or share exchange (hereinafter collectively referred to as an "absorption-type merger or share exchange" in this Chapter and Chapters VII through IX) or at the time of the consolidation-type merger or share transfer (hereinafter collectively referred to as a "consolidation-type merger or share transfer" in this Chapter and Chapters VII through IX)
If a beneficial interest that is required to be extinguished in a merger of trusts is not a book-entry transfer beneficial interest in an investment trust and the trustee seeks to deliver a beneficial interest at the time of the merger,
the effective date of the absorption-type merger or share exchange or the date of incorporation of the incorporated company or wholly owning company (hereinafter collectively referred to as the "effective date or date of incorporation" in this Chapter and Chapters VII through IX)
the effective date of the merger of trusts
Article 87, paragraph (1)
referred to in Article 69, paragraph (1)
set forth in the following items
take measures that enable the articipants to learn the information set forth in item (vii) of that paragraph, by the means prescribed by Cabinet Order.
take measures that will enable the participants to learn the information set forth in these items, by the means prescribed by Cabinet Order.
(i) notice referred to in Article 69, paragraph (1): information set forth in item (vii) of that paragraph
(ii) notice referred to in the first sentence of Article 121-3, paragraph (1): information set forth in item (v) of that paragraph
Article 155, paragraph (8)
Article 192, paragraph (1) of the Companies Act
Article 18, paragraph (1) of the Act on Investment Trusts and Investment Corporations (including as applied mutatis mutandis pursuant to Article 54, paragraph (1) of that Act)
(Making Entries or Records of the Merger or Split of Book-Entry Transfer Beneficial Interest in an Investment Trust)
Article 121-2(1)When seeking to merge or split a beneficial interest in an investment trust that is of a particular issue (meaning an issue prescribed in Article 68, paragraph (3), item (ii) as applied mutatis mutandis pursuant to the preceding Article; hereinafter the same applies in this Article through Article 121-4) and that a book-entry transfer institution handles (hereinafter referred to as a "book-entry transfer beneficial interest in an investment trust"), the issuer of the book-entry transfer beneficial interest in an investment trust must notify the book-entry transfer institution to which it has given the consent referred to in Article 13, paragraph (1) of the following information by two weeks prior to the day of merger or split:
(i)the issue of book-entry transfer beneficial interest in an investment trust subject to the merger or split;
(ii)in the case of a merger, the percentage obtained when the percentage of the total number of issued units referred to in sub-item (a) to the total number of issued units referred to in sub-item (b) is deducted from one (hereinafter referred to as the "reduction ratio" in this Article):
(a)the total number of issued units of the book-entry transfer beneficial interest in an investment trust after the merger; and
(b)the total number of issued units of the book-entry transfer beneficial interest in an investment trust before the merger.
(iii)in the case of a split, the percentage of the total number of issued units referred to in sub-item (a) to the total number of units referred to in sub-item (b) (hereinafter referred to as the "increase ratio" in this Article):
(a)the total number of units of the book-entry transfer beneficial interest in an investment trust which beneficiaries receive as a result of the split; and
(b)the total number of issued units of the book-entry transfer beneficial interest in an investment trust before the split.
(iv)the date of the merger or split.
(2)If the notice referred to in the preceding paragraph has been given, the book-entry transfer institution that has been notified must immediately notify its immediately subordinate instituion of the information set forth in the items of that paragraph regarding the issue of book-entry transfer beneficial interest in an investment trust which has been notified.
(3)The provisions of the preceding paragraph apply mutatis mutandis to an immediately subordinate instituion that received the notice referred to in that paragraph (including as applied mutatis mutandis pursant to this paragraph), if the notice has been given.
(4)If the notice referred to in paragraph (1) or (2) (including as applied mutatis mutandis pursuant to the preceding paragraph) has been given, the book-entry transfer institution or account management institution that has been notified must take the following measures on the day of the merger or split:
(i)in the case of a merger, the following measures (if the book-entry transfer institution or account management institution has a customer account (meaning a customer account prescribed in Article 68, paragraph (2), item (ii) as applied mutatis mutandis pursuant to the preceding Article; hereinafter the same applies in this Article through Article 121-4), limited to the measures set forth in sub-item (a)):
(a)make entries or records in the accounts in which entries or records have been made for book-entry transfer beneficial interest in an investment trust referred to in paragraph (1), item (i) in the book-entry transfer account register that the book-entry transfer institution or account management institution keeps (excluding a customer account and for accounts other than the institution-held account, meaning the holdings columns (meaning holdings columns prescribed in Article 69, paragraph (2), item (i), sub-item (a) as applied mutatis mutandis pursuant to the preceding Article; the same applies in Article 121-4, paragraph (3)) or the pledge columns (meaning the pledge columns prescribed in sub-item (b) of that item as applied mutatis mutandis pursuant to the preceding Article; the same applies in Article 121-4, paragraph (3)) of those accounts; hereinafter referred to as the "relevant holdings or pledge column" in this Article and paragraph (4) of the following Article) of the reductions in the number of units obtained when the number of units that has been entered or recorded in the relevant holdings or pledge columns is multiplied by the reduction ratio (if the number of units includes a fraction less than one, it is rounded up); and
(b)give notice to the immediately superior institution of the number of units for which it has entered or recorded the reductions pursuant to the provisions of sub-item (a);
(ii)in the case of a split, the following measures (if the book-entry transfer institution or account management institution has a customer account, limited to the measures set forth in sub-item (a)):
(a)make entries or records in the relevant holdings and pledge columns in which entries or records have been made for book-entry transfer beneficial interest in an investment trust referred to in paragraph (1), item (i) in the book-entry transfer account register that the book-entry transfer institution or account management institution keeps, of the increases in the number of units obtained when the number of units that has been entered or recorded in the relevant holdings or pledge columns is multiplied by the increase percentage (if the number of units includes a fraction less than one, it is disregarded); and
(b)give notice to the immediately superior institution of the number of units for which it has entered or recorded the increases pursuant to the provisions of sub-item (a).
(5)If the notice referred to in item (i), sub-item (b) or item (ii), sub-item (b) of the preceding paragraph or in item (i), sub-item (b) or item (ii), sub-item (b) has been given, the book-entry transfer institution or account management institution that has been notified must immediately take the following measures:
(i)in the case of a merger, the following measures:
(a)make an entry or record of the reduction in the number of units of which it has been notified, in the customer account under the account of the account management institution that has given the notice; and
(b)give notice to the immediately superior institution of the number of units for which it has entered or recorded the reduction pursuant to the provisions of item (i), sub-item (a) of the preceding paragraph and of the number of units of which the immediately subordinate instituion has given notice pursuant to the provisions of sub-item (b) of that item or this item.
(ii)in the case of a split, the following measures:
(a)make an entry or record of the increase in the number of units of which it has been notified, in the customer account under the account of the account management institution that has given the notice; and
(b)give notice to the immediately superior institution of the number of units for which it has entered or recorded the increase pursuant to the provisions of item (ii), sub-item (a) of the preceding paragraph and of the number of units of which the immediately subordinate instituion has given notice pursuant to the provisions of sub-item (b) of that item or this item.
(6)A book-entry transfer institution or account management institution that received the notice referred to in paragraph (1) or (2) (including as applied mutatis mutandis pursuant to paragraph (3)), must promptly notify its immediately superior institution (or the issuer, if it is a book-entry transfer institution) of the numbers of units of book-entry transfer beneficial interest in an investment trust subject to the merger or split which have been entered or recorded in the accounts of the participants of the book-entry transfer institution or account management institution (excluding a customer account) in the book-entry transfer account register that it keeps on the day immediately preceding the merger or split, and of the number of units of book-entry transfer beneficial interest in the investment trust of which has been given notice by its immediately subordinate instituion pursuant to the provisions of this paragraph.
(Making Entries or Records If Book-Entry Transfer Beneficial Interest in an Investment Trust of Another Issue Is Delivered as a Result of a Merger of Trusts)
Article 121-3(1)If the beneficial interest in each of the trusts involved in a merger of trusts is book-entry transfer beneficial interest in an investment trust and the trustee (in the case of the investment trust managed under instructions from the settlor as defined in Article 2, paragraph (1) of the Act on Investment Trusts and Investment Corporations, the settlor; hereinafter the same applies in this Article and paragraph (1) of the following Article) seeks to deliver book-entry transfer beneficial interest in an investment trust at the time of the merger of trusts, the trustee must give notice to the book-entry transfer institution to which it has given the consent referred to in Article 13, paragraph (1) of the following information, by two weeks prior to the day on which the merger takes effect. In such a case, the provisions of Articles 69 and 69-2 as applied mutatis mutandis pursuant to Article 121 do not apply.
(i)the issue of book-entry transfer beneficial interest in an investment trust that is to be delivered to the beneficiaries of the previous trusts at the time of the merger of trusts;
(ii)the issues of book-entry transfer beneficial interest in an investment trust of the previous trusts;
(iii)the percentage of the total number of units referred to in sub-item (a) to the total number of units referred to in sub-item (b) (hereinafter referred to as the "allotment ratio" in this Article):
(a)the total number of units of book-entry transfer beneficial interest in an investment trust referred to in item (i);
(b)the total number of units of book-entry transfer beneficial interest in an investment trust referred to in the preceding item;
(iv)the day on which the merger of trusts takes effect;
(v)the total number of units of book-entry transfer beneficial interest in an investment trust referred to in item (i) to be newly created as a result of the merger of trusts, and other information specified by order of the competent ministry.
(2)If the notice referred to in the first sentence of the preceding paragraph has been given, the book-entry transfer institution that has been notified must immediately give notice to its immediately subordinate instituion of the information set forth in items (i) through (iv) of that paragraph regarding the issue of book-entry transfer beneficial interest in the investment trust which has been notified.
(3)The provisions of the preceding paragraph apply mutatis mutandis to an immediately subordinate instituion that has received the notice referred to in that paragraph (including as applied mutatis mutandis pursuant to this paragraph), if the notice has been given.
(4)If the notice referred to in the first sentence of paragraph (1), or paragraph (2) (including as applied mutatis mutandis pursuant to the preceding paragraph) has been given, the book-entry transfer institution or account management institution that has been notified must take the following measures on the day on which the merger of trusts takes effect (if the book-entry transfer institution or account management institution has a customer account, limited to the measures set forth in items (i) and (ii)):
(i)make entries or records in the holdings and pledge columns in which entries or records have been made for book-entry transfer beneficial interest in an investment trust referred to in paragraph (1), item (ii) in the book-entry transfer account register that the book-entry transfer institution or account management institution keeps, of the increases in book-entry transfer beneficial interest in an investment trust referred to in item (i) of that paragraph of the numbers of units obtained when the number of units that has been entered or recorded in the holdings or pledge column is multiplied by the allotment ratio (if the number of units includes a fraction less than one, it is disregarded);
(ii)delete the entries or records for all book-entry transfer beneficial interest in an investment trust referred to in paragraph (1), item (ii) under the holdings and pledge columns referred to in the preceding item in which the entries or records have been made;
(iii)give notice to the immediately superior institution of the number of units for which it has entered or recorded the increase pursuant to the provisions of item (i).
(5)If the notice referred to in item (iii) of the preceding paragraph or referred to in item (iii) has been given, the book-entry transfer institution or account management institution that has been notified must immediately take the following measures:
(i)make an entry or record of the increase in book-entry transfer beneficial interest in an investment trust referred to in paragraph (1), item (i) of the number of units of which it has been notified, in the customer account under the account of the account management institution that has given the notice;
(ii)delete the entries or records for all book-entry transfer beneficial interest in an investment trust referred to in paragraph (1), item (ii) in the customer account referred to in the preceding item in which entries or records have been made;
(iii)give notice to the immediately superior institution of the number of units for which it has entered or recorded the increase pursuant to the provisions of item (i) of the preceding paragraph and the number of units which the immediately subordinate instituion has notified it pursuant to the provisions of item (iii) of that paragraph or this item.
(6)A book-entry transfer institution or account management institution that received the notice referred to in the first sentence of paragraph (1), or paragraph (2) (including as applied mutatis mutandis pursuant to paragraph (3)), must promptly notify its immediately superior institution (or the trustee, if it is a book-entry transfer institution) of the numbers of units of book-entry transfer beneficial interest in an investment trust subject to the merger of trusts which have been entered or recorded in the accounts of the participants of the book-entry transfer institution or account management institution (excluding a customer account) in the book-entry transfer account register that it keeps on the day immediately preceding the day on which the merger of trusts takes effect, and of the number of units of book-entry transfer beneficial interest in an investment trust which it has been notified by its immediately subordinate instituion pursuant to the provisions of this paragraph.
(Making Entries or Records If Beneficial Interest That Is Not Book-Entry Transfer Beneficial Interest in an Investment Trust Is Delivered as a Result of a Merger of Trusts)
Article 121-4(1)If a beneficial interest that is required to be extinguished by a merger of trusts is a book-entry transfer beneficial interest in an investment trust and the trustee seeks to deliver a beneficial interest that is not a book-entry transfer beneficial interest in an investment trust at the time of the merger, the trustee must notify the book-entry transfer institution to which it has given the consent referred to in Article 13, paragraph (1) of the following information by two weeks prior to the day referred to in item (ii):
(i)the issue of the book-entry transfer beneficial interest in an investment trust; and
(ii)the day on which the merger of trusts takes effect;
(2)If the notice referred to in the preceding paragraph has been given, the book-entry transfer institution that has been notified must immediately notify its immediately subordinate instituion of the information set forth in the items of that paragraph regarding the issue of book-entry transfer beneficial interest in an investment trust which it has been notified.
(3)If the notice referred to in paragraph (1) has been given, the book-entry transfer institution that has been notified must delete the entries or records for all units of book-entry transfer beneficial interest in an investment trust referred to in item (i) of that paragraph from the accounts in the book-entry transfer account register that it keeps on the day referred to in item (ii) of that paragraph in which entries or records have been made for the book-entry transfer beneficial interest in an investment trust (for accounts other than the institution-held account or a customer account, the holdings column or the pledge column).
(4)If a notice referred to in paragraph (2) (including as applied mutatis mutandis pursuant to this paragraph) has been given, the provisions of the preceding two paragraphs apply mutatis mutandis to the account management institution that has been notified.
(Exclusion of Book-Entry Transfer Beneficial Interest in an Investment Trust from Application of the Act on Investment Trusts and Investment Corporations If Attribution of Rights Is Determined by Entries or Records in the Book-Entry Transfer Account Register)
Article 121-5The provisions of Article 186, items (iii) and (iv), Article 189, Article 194, Article 195, paragraph (1), Article 199, Article 200, paragraph (1), and Article 201, paragraph (1) of the Trust Act as applied mutatis mutandis pursuant to Article 6, paragraph (7) of the Act on Investment Trusts and Investment Corporations do not apply to book-entry transfer beneficial interest in an investment trust whose attribution of rights is determined by entries or records in a book-entry transfer account register.
Section 7 Book-Entry Transfer of Beneficial Interest in Loan Trusts
(Application Mutatis Mutandis of Provisions on Bonds and Other Securities to Beneficial Interest in Loan Trusts)
Article 122The provisions of Chapter IV (excluding the provisions of Article 66, item (i), Article 69, paragraph (1), items (v) and (vi) and paragraph (2), item (i), sub-items (b) and (c), Article 69-2, Article 70-2, Article 70-3, Article 71, paragraph (8), and Section 4 (excluding Article 84, paragraph (2))), Article 114, paragraph (2), and Article 155, paragraph (8) apply mutatis mutandis to a beneficial interest in a loan trust (meaning a beneficial interest as defined in Article 2, paragraph (2) of the Act on Investment Trusts and Investment Corporations; the same applies hereinafter). In such a case, the terms set forth in the middle column of the following table in the provisions set forth in the left-hand column of that table are deemed to be replaced with the terms set forth in the right-hand column of that table, and Cabinet Order provides for any other necessary technical replacement of terms.
Article 66
claim for interest
claim to a distribution of profits
Article 66, item (ii)
decision to issue
the basic terms and conditions for the trust (meaning the basic terms and conditions of a trust prescribed in Article 3, paragraph (1) of the Loan Trust Act)
issued based on that decision will be subject
that decision will be subject
Article 67, paragraph (1)
Corporate bond certificates
Beneficiary certificates (meaning beneficiary certificates as defined in Article 2, paragraph (2) of the Loan Trust Act; the same applies hereinafter)
Article 67, paragraphs (2) and (3)
corporate bond certificate
beneficiary certificate
Article 69, paragraph (1)
after the issuance date of those book-entry transfer bonds, without delay
if a trust has been created for
Article 69, paragraph (1), item (i)
that have been issued
that have been placed in trust
Article 69, paragraph (1), item (ii)
the participants that are the holders and pledgees of book-entry transfer corporate bonds
the participants that are to become the beneficiaries of the trust
Article 69, paragraph (1), item (iv)
for each participant (other than those set forth in the following item);
for each participant
Article 69, paragraph (2), item (i), sub-item (a)
of that paragraph (limited to one that is a bondholder referred to in that item),
of that paragraph
Article 69, paragraph (2), item (ii)
the sum of the amounts referred to in items (iv) and (v) of the preceding paragraph
the amount referred to in item (iv) of the preceding paragraph
item (vi)
item (iv)
Article 70, paragraph (3), item (ii)
or the pledge column of the account of the participant referred to in the preceding paragraph
of the account of the participant referred to in the preceding paragraph or in the column of that account in which the information set forth in Article 68, paragraph (3), item (iv) is entered or recorded (hereinafter referred to as the "pledge column" in this Chapter);
Article 71, paragraph (7)
Unless an issuer goes through a corporate bond administrator, assistant bond administrator (limited to one that is authorized to receive redemption of book-entry transfer corporate bonds for a bondholder or pledgee), or a trust company under the trust agreement as defined in Article 2, paragraph (1) of the Secured Bonds Trust Act (referred to as a "bond administrator or similar person" in the following paragraph) to redeem book-entry transfer corporate bonds for a bondholder or pledgee, the issuer may demand that
The issuer may demand that
to redeem
to redeem the principal of the
Article 73
claim for interest
claim to a distribution of profits
Article 78, paragraph (1)
redeemed
redeemed or retired
Article 80 and Article 81
this Article and Article 85
this Article
pay interest
pay profit distributions, purchase,
Article 82
or payment of interest
or payment of profit distribution, or purchase
Article 84, paragraph (2)
corporate bond register
beneficial interest register (meaning a beneficial interest register prescribed in Article 186 of the Trust Act as applied mutatis mutandis pursuant to Article 8, paragraph (5) of the Loan Trust Act following the deemed replacement of terms)
Article 155, paragraph (8)
Article 192, paragraph (1) of the Companies Act
Article 6, paragraph (4) of the Loan Trust Act
(Making Entries or Records of the Merger or Split of Book-Entry Transfer Beneficial Interest in a Loan Trust)
Article 122-2(1)When seeking to merge or split a beneficial interest in a loan trust that is of a particular issue (meaning an issue prescribed in Article 68, paragraph (3), item (ii) as applied mutatis mutandis pursuant to the preceding Article; hereinafter the same applies in this Article) and that a book-entry transfer institution handles (hereinafter referred to as a "book-entry transfer beneficial interest in a loan trust"), the issuer of the book-entry transfer beneficial interest in a loan trust must notify the book-entry transfer institution to which it has given the consent referred to in Article 13, paragraph (1) of the following information by two weeks prior to the day of merger or split:
(i)the issue of the book-entry transfer beneficial interest in a loan trust subject to the merger or split;
(ii)in the case of a merger, the percentage obtained when the percentage of the total issued quantity referred to in sub-item (a) to the total issued quantity referred to in sub-item (b) is deducted from one (hereinafter referred to as the "reduction ratio" in this Article):
(a)the total issued quantity of the book-entry transfer beneficial interest in a loan trust after the merger;
(b)the total issued quantity of book-entry transfer beneficial interest in a loan trust before the merger.
(iii)in the case of a split, the percentage of the total quantity referred to sub-item (a) to the total issued quantity referred to in sub-item (b) (hereinafter referred to as the "increase ratio" in this Article):
(a)the total quantity of the book-entry transfer beneficial interest in a loan trust which beneficiaries receive as a result of the split;
(b)the total issued quantity of book-entry transfer beneficial interest in a loan trust before the split.
(iv)the date of the merger or split.
(2)If the notice referred to in the preceding paragraph has been given, the book-entry transfer institution that has been notified must immediately notify its immediately subordinate instituion of the information set forth in the items of that paragraph regarding the issue of book-entry transfer beneficial interest in a loan trust which it has been notified.
(3)The provisions of the preceding paragraph apply mutatis mutandis to an immediately subordinate instituion that has received the notice referred to in that paragraph (including as applied mutatis mutandis pursuant to this paragraph), if the notice has been given.
(4)If the notice referred to in paragraph (1) or (2) (including as applied mutatis mutandis pursuant to the preceding paragraph) has been given, the book-entry transfer institution or account management institution that has been notified must take the following measures on the date of the merger or split:
(i)in the case of a merger, the following measures (if the book-entry transfer institution or account management institution has a customer account (meaning a customer account prescribed in Article 68, paragraph (2), item (ii) as applied mutatis mutandis pursuant to the preceding Article; hereinafter the same applies in this Article), limited to the measures set forth in sub-item (a)):
(a)make entries or records in the accounts in which entries or records have been made for book-entry transfer beneficial interest in a loan trust referred to in paragraph (1), item (i) in the book-entry transfer account register that the book-entry transfer institution or account management institution keeps (excluding a customer account; for accounts other than the institution-held account, the holdings columns (meaning holdings columns prescribed in Article 69, paragraph (2), item (i), sub-item (a) as applied mutatis mutandis pursuant to the preceding Article) or the pledge columns (meaning pledge columns prescribed in Article 70, paragraph (3), item (ii) as applied mutatis mutandis pursuant to the preceding Article) of those accounts; hereinafter referred to as the "relevant holdings or pledge columns" in this Article) of the reductions in the quantities obtained when the quantity that has been entered or recorded in the relevant holdings or pledge column is multiplied by the reduction ratio (if the quantity includes a fraction of less than one, it is rounded up);
(b)give notice to the immediately superior institution of the quantities for which it has entered or recorded the reductions pursuant to the provisions of sub-item (a);
(ii)in the case of a split, the following measures (if the book-entry transfer institution or account management institution has a customer account, limited to the measures set forth in sub-item (a)):
(a)make entries or records in the relevant holdings and pledge columns in which entries or records have been made for book-entry transfer beneficial interest in a loan trust referred to in paragraph (1), item (i) in the book-entry transfer account register that the book-entry transfer institution or account management institution keeps, of the increases in the quantities obtained when the quantity that has been entered or recorded in the relevant holdings or pledge columns is multiplied by the increase ratio (if the quantity includes a fraction of less than one, it is rounded up);
(b)notify the immediately superior institution of the quantities for which it has entered or recorded increases pursuant to the provisions of sub-item (a).
(5)If the notice referred to in item (i), sub-item (b) or item (ii), sub-item (b) of the preceding paragraph, or in item (i), sub-item (b) or item (ii), sub-item (b) has been given, the book-entry transfer institution or account management institution that has been notified must immediately take the following measures:
(i)in the case of a merger, the following measures:
(a)make an entry or record of the reduction in the quantity which it has been notified, in the customer account under the account of the account management institution that has given the notice;
(b)give notice to the immediately superior institution of the quantity for which it has entered or recorded the reduction pursuant to the provisions of item (i), sub-item (a) of the preceding paragraph and on the quantity which the immediately subordinate instituion has notified it pursuant to the provisions of sub-item (b) of that item or this item;
(ii)in the case of a split, the following measures:
(a)make an entry or record of the increase in the quantity which it has been notified, in the customer account under the account of the account management institution that has given the notice;
(b)give notice to the immediately superior institution of the quantity for which it has entered or recorded the increase pursuant to the provisions of item (ii), sub-item (a) of the preceding paragraph and the quantity which the immediately subordinate instituion has notified it pursuant to the provisions of sub-item (b) of that item or this item.
(6)A book-entry transfer institution or account management institution that has received the notice referred to in paragraph (1) or (2) (including as applied mutatis mutandis pursuant to paragraph (3)), must promptly notify its immediately superior institution (or the issuer, if it is a book-entry transfer institution) of the quantities of book-entry transfer beneficial interest in a loan trust subject to the merger or split which have been entered or recorded under the accounts of the participants of the book-entry transfer institution or account management institution (excluding a customer account) in the book-entry transfer account register that it keeps on the day immediately preceding the merger or split, and of the quantity of book-entry transfer beneficial interest in a loan trust which it has been notified by its immediately subordinate instituion pursuant to the provisions of this paragraph.
(Special Provisions of the Loan Trust Act on Book-Entry Transfer Beneficial Interest in a Loan Trust)
Article 123When seeking to conclude a trust agreement involving book-entry transfer beneficial interest in a loan trust, a trust company or similar institution must issue public notice indicating the fact that the provisions of this Act apply to the book-entry transfer beneficial interest in a loan trust, in addition to the information set forth in the items of Article 7, paragraph (1) of the Loan Trust Act.
(Exclusion of Book-Entry Transfer Beneficial Interest in a Loan Trust from Application of the Loan Trust Act If Attribution of Rights Is Determined by Entries or Records in the Book-Entry Transfer Account Register)
Article 123-2The provisions of Article 186, items (iii) and (iv), Article 189, Article 194, Article 195, paragraph (1), Article 199, Article 200, paragraph (1), and Article 201, paragraph (1) of the Trust Act as applied mutatis mutandis pursuant to Article 8, paragraph (5) of the Loan Trust Act do not apply to book-entry transfer beneficial interest in a loan trust whose attribution of rights is determined by entries or records in a book-entry transfer account register.
Section 8 Book-Entry Transfer of Beneficial Interest in Specified Purpose Trusts
(Application Mutatis Mutandis of Provisions on Bonds and Other Securities to Beneficial Interest in Specified Purpose Trusts)
Article 124The provisions of Chapter IV (excluding Article 66, item (i), Article 69, paragraph (1), items (v) and (vi) and paragraph (2), item (i), sub-items (b) and (c), Article 69-2, Article 70-2, Article 70-3, Article 71, paragraph (8), Article 83, Article 84, paragraphs (1), (3), and (4), Article 86, paragraph (1), item (ii), and Articles 86-2 through 86-4), Article 114, paragraph (2), and Article 155, paragraph (8) apply mutatis mutandis to beneficial interest in a specified purpose trust (meaning beneficial interest as defined in Article 2, paragraph (15) of the Act on the Securitization of Assets; the same applies hereinafter). In such a case, the terms set forth in the middle column of the following table in the provisions set forth in the left-hand column are deemed to be replaced with the terms set forth in the right-hand column of that table, and Cabinet Order provides for any other necessary technical replacement of terms.
Article 66
claim for interest
claim to profits
Article 66, item (ii)
decision to issue
specific purpose trust agreement (meaning a specific purpose trust agreement prescribed in Article 229 of the Act on the Securitization of Assets)
issued based on that decision will be subject
will be subject
Article 67, paragraph (1)
Corporate bond certificates
Beneficiary certificates (meaning beneficiary certificates as defined in Article 2, paragraph (15) of the Act on the Securitization of Assets; the same applies hereinafter)
Article 67, paragraphs (2) and (3)
corporate bond certificate
beneficiary certificate
Article 68, paragraph (3), item (ii)
trade name
name
Article 68, paragraph (3), item (iii)
amount
number of units of the share of principal prescribed in Article 226, paragraph (1), item (iii), sub-item (b) of the Act on the Securitization of Assets (or the share of interest prescribed in sub-item (b) of that item, if the issue has no share of principal) (hereinafter referred to as the "number of units of interest")
Article 68, paragraph (3), items (iv) and (v), paragraph (4), item (ii), and paragraph (5), item (ii)
amount
number of units of interest
Article 69, paragraph (1)
after the issuance date of those book-entry transfer bonds, without delay
if a trust has been created for
Article 69, paragraph (1), item (i)
that have been issued
that have been placed in trust
Article 69, paragraph (1), item (ii)
the participants that are the holders and pledgees of book-entry transfer corporate bonds
the participants that are to hold rights in the trust
Article 69, paragraph (1), item (iv)
the amount of book-entry transfer corporate bonds referred to in item (i) for each participant (other than those set forth in the following item);
the number of units of interest in book-entry transfer corporate bonds referred to in item (i) for each participant (other than those set forth in the following item);
Article 69, paragraph (1), item (vii)
total amount
total number of units of interest
Article 69, paragraph (2), item (i), sub-item (a)
of that paragraph (limited to one that is a bondholder referred to in that item),
of that paragraph
increase in the amount
increase in the number of units of interest
Article 69, paragraph (2), item (ii)
increase in the total of the amounts referred to in items (iv) and (v) of the preceding paragraph
increase in the number of units interest referred to in the preceding paragraph
item (vi)
item (iv)
Article 70, paragraph (1)
the reduction or increase
the reduction or increase in the number of units of interest
Article 70, paragraph (2)
reduction
reduction in the number of units of interest
Article 70, paragraph (3), item (i)
the reduction and increase
the reduction and increase in the number of units of interest
amount
number of units of interest
Article 70, paragraph (3), item (ii)
reduction
reduction equal to the number units of interest
or the pledge column of the account of the participant referred to in the preceding paragraph
of the account of the participant referred to in the preceding paragraph or in the column of the account in which the information set forth in Article 68, paragraph (3), item (iv) is entered or recorded (hereinafter referred to as the "pledge column" in this Chapter);
Article 70, paragraph (3), items (iii) and (iv)
increase
increase in the number of units of interest
Article 70, paragraph (4), item (i)
the amount
the number of units of interest
amount subject to book entry transfer
the number of units of interest subject to book entry transfer
reduction
reduction
Article 70, paragraph (4), items (iii) and (iv)
amount subject to book entry transfer
the number of units of interest subject to book entry transfer
increase
increase
Article 70, paragraph (5), item (i)
amount subject to book entry transfer
the number of units of interest subject to book entry transfer
reduction
reduction
Article 70, paragraph (5), items (iii) and (iv), and paragraph (7)
amount subject to book entry transfer
the number of units of interest subject to book entry transfer
increase
increase
Article 71, paragraphs (1) and (2)
reduction
reduction in the number of units of interest
Article 71, paragraph (3)
reduction
reduction in the number of units of interest
amount
number of units of interest
Article 71, paragraph (4), item (i) and paragraph (5), item (i)
amount
number of units of interest
reduction
reduction
Article 71, paragraph (7)
Unless an issuer goes through a corporate bond administrator, assistant bond administrator (limited to one that is authorized to receive redemption of book-entry transfer corporate bonds for a bondholder or pledgee), or a trust company under a trust agreement as defined in Article 2, paragraph (1) of the Secured Bonds Trust Act (referred to as a "bond administrator or similar person" in the following paragraph) to redeem book-entry transfer corporate bonds for a bondholder or pledgee, the issuer may demand that
The issuer may demand that
the same amount from the account as the amount of
the same number of units of interest from the account as the number of units of interest
Article 73
claim for interest
claim to profit
increase in the amount
increase in the number of units of interest
Article 74
increase in the amount
increase in the number of units of interest
Article 77
the increase in
the increase in the number of units of interest
the increase
the increase
Article 78, paragraph (1)
total amount
total number of units of interest
the total issued amount (other than any amount that has been redeemed) total amount of... which have been issued
the total issued units of interest (other than any units of interest that have been redeemed)
aggregate amount
aggregate number
total issued amount
total number of issued units of interest
amount of the overage
number in overage
deducting the total issued amount
deducting the total number of issued units of interest
amount
number of units of interest
Article 78, paragraph (2)
amount
number of units of interest
increase or reduction
increase or reduction in the number of units of interest
Article 79, paragraph (1)
aggregate amount
aggregate number
amount
number of units of interest
amount of the overage
number in overage
deducting the amount
deducting the number of units of interest
in an amount equal to
in a number of units of interest equal to
Article 79, paragraph (2)
amount
number of units of interest
increase or reduction
increase or reduction
Article 79, paragraph (3)
amount of the overage
number in overage
in an amount
in a number of units of interest
Article 79, paragraph (4), item (ii)
amount
number of units of interest
Article 79, paragraph (5), item (i)
reduction in the amount
reduction in the number of units of interest
Article 79, paragraph (5), item (ii)
increase in the amount
increase in the number of units of interest
Article 80, paragraph (1)
amount
number of units of interest
total amount
total number of units of interest
amount of the overage
number in overage
the amount related to
the number of units of interest related to
deducting the amount related to the obligation
deducting the number of units of interest related to the obligation
the amount obtained when
the number of units of interest obtained when
maximum amount ascribable to the book-entry transfer institution
maximum number of units of interest ascribable to the book-entry transfer institution
redeem the principal or pay interest on
redeem or distribute profits for
maximum amount ascribable to the account management institution
maximum number of units of interest ascribable to the account management institution
aggregate amount
aggregate number
Article 80, paragraph (2), item (i)
maximum amount ascribable to the book-entry transfer institution
maximum number of units of interest ascribable to the book-entry transfer institution
redeem the principal or pay interest on
redeem or distribute profits for
Article 81, paragraph (1)
amount
number of units of interest
total amount
total number of units of interest
amount of the overage
number in overage
the amount related to
the number of units of interest related to
deducting the amount related to the obligation
deducting the number of units of interest related to the obligation
the amount obtained when
number of units of interest obtained when
maximum amount ascribable to the account management institution
maximum number of units of interest ascribable to the account management institution
redeem the principal or pay interest on
redeem or distribute profits for
aggregate amount
aggregate number
Article 81, paragraph (2), item (i)
maximum amount ascribable to the account management institution
maximum number of units of interest ascribable to the account management institution
redeem the principal or pay interest on
redeem or distribute profits for
Article 82
amount
number of units of interest
redeem the principal or pay interest on
redeem or distribute profits for
Article 84, paragraph (2)
corporate bond register
right holder list (meaning a right holder list prescribed in Article 235, paragraph (1) of the Act on the Securitization of Assets)
Article 85, paragraph (1)
Article 723, paragraph (1) of the Companies Act
Article 244, paragraph (1) of the Act on the Securitization of Assets (including as applied mutatis mutandis pursuant to Article 250, paragraph (3) and Article 253 of that Act)
the amount of corporate bonds held by them (other than the sum of the maximum amount ascribable to the book-entry transfer institution and maximum amount ascribable to the account management institution)
the number of units of interest held by them (other than the sum of the maximum number of units of interest ascribable to the book-entry transfer institution and maximum number of units of interest ascribable to the account management institution)
bondholders meeting
right holders meeting prescribed in Article 240, paragraph (1) or class right holders meeting prescribed in Article 251, paragraph (1) of the same Act (referred to as a "right holders meeting or class right holders meeting" in the following Article)
Article 85, paragraph (2)
Article 718, paragraph (1) and Article 736, paragraph (1) of the Companies Act and Article 49, paragraph (1) of the Secured Bonds Trust Act
Article 718, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 242, paragraph (5) of the Act on the Securitization of Assets (including as applied mutatis mutandis pursuant to Article 250, paragraph (3) and Article 253 of that Act) and Article 254, paragraph (1) of the Act on the Securitization of Assets
the maximum amount ascribable to the book-entry transfer institution and the maximum amount ascribable to the account management institution
the maximum number of units of interest ascribable to the book-entry transfer institution and the maximum number of units of interest ascribable to the account management institution
Article 86, paragraph (1)
Article 718, paragraph (1) of the Companies Act
Article 718, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 242, paragraph (5) of the Act on the Securitization of Assets (including as applied mutatis mutandis pursuant to Article 250, paragraph (3) and Article 253 of that Act) following the deemed replacement of terms
bondholders meeting
right holders meeting or class right holders meeting
paragraph (3) of that Article
Article 718, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 242, paragraph (5) of the Act on the Securitization of Assets (including as applied mutatis mutandis pursuant to Article 250, paragraph (3) and Article 253 of the same Act) following the deemed replacement of terms
, exercise of voting rights at a bondholders meeting
, exercise of voting rights at a right holders meeting or class right holders meeting
, or inspection of the state of storage of collateral under the provisions of Article 49, paragraph (1) of the Secured Bonds Trust Act, the holder
, the holder
Article 86, paragraph (1), item (i)
a bond administrator
specific trust administrator (meaning a specific trust administrator as prescribed in Article 2, paragraph (18) of the Act on the Securitization of Assets)
the bond administrator
the specific trust administrator
Article 86, paragraph (1), item (iv)
preceding three items
item (i)
Article 86, paragraph (2)
bondholders meeting
right holders meeting or class right holders meeting
Article 155, paragraph (8)
Article 192, paragraph (1) of the Companies Act
Article 271, paragraph (1) of the Act on the Securitization of Assets (including as applied mutatis mutandis pursuant to Article 272, paragraph (2) of that Act)
(Making Entries or Records of the Merger or Split of Book-Entry Transfer Beneficial Interest in a Specified Purpose Trust)
Article 124-2(1)When seeking to merge or split a beneficial interest in a specified purpose trust that is of a particular issue (meaning an issue prescribed in Article 68, paragraph (3), item (ii) as applied mutatis mutandis pursuant to the preceding Article; hereinafter the same applies in this Article) and that a book-entry transfer institution handles (hereinafter referred to as a "book-entry transfer beneficial interest in a specified purpose trust"), the issuer of the book-entry transfer beneficial interest in a specified purpose trust must notify the book-entry transfer institution to which they have given the consent referred to in Article 13, paragraph (1) of the following information by two weeks prior to the day of merger or split:
(i)the issue of book-entry transfer beneficial interest in a specified purpose trust subject to the merger or split;
(ii)in the case of a merger, the percentage obtained when the percentage of the total number of issued units of interest referred to sub-item (a) to the total number of issued units of interest referred to in sub-item (b) is deducted from one (hereinafter referred to as the "reduction ratio" in this Article):
(a)the total number of issued units of interest constituting the book-entry transfer beneficial interest in a specified purpose trust after the merger;
(b)the total number of issued units of interest constituting the book-entry transfer beneficial interest in a specified purpose trust before the merger.
(iii)in the case of a split, the percentage of the total number of issued units of interest referred to in sub-item (a) to the total number of units of interest referred to in sub-item (b) (hereinafter referred to as the "increase ratio" in this Article):
(a)the total number of units of interest constituting the book-entry transfer beneficial interest in a specified purpose trust which beneficiaries receive as a result of the split;
(b)the total number of issued units of interest constituting the book-entry transfer beneficial interest in a specified purpose trust before the split.
(iv)the date of the merger or split.
(2)If the notice referred to in the preceding paragraph has been given, the book-entry transfer institution that has been notified must immediately notify its immediately subordinate instituion of the information set forth in the items of that paragraph regarding the issue of beneficial interest in a specified purpose trust which it has been notified.
(3)The provisions of the preceding paragraph apply mutatis mutandis to an immediately subordinate instituion that has received the notice referred to in that paragraph (including as applied mutatis mutandis pursuant to this paragraph), if the notice has been given.
(4)If the notice referred to in paragraph (1) or (2) (including as applied mutatis mutandis pursuant to the preceding paragraph) has been given, the book-entry transfer institution or account management institution that has been notified must take the following measures on the date of the merger or split:
(i)in the case of a merger, the following measures (if the book-entry transfer institution or account management institution has a customer account (meaning a customer account prescribed in Article 68, paragraph (2), item (ii) as applied mutatis mutandis pursuant to the preceding Article; hereinafter the same applies in this Article), limited to the measures set forth in sub-item (a)):
(a)make entries or records in the accounts in which entries or records have been made for book-entry transfer beneficial interest in a specified purpose trust referred to in paragraph (1), item (i) in the book-entry transfer account register that the book-entry transfer institution or account management institution keeps (excluding a customer account; for accounts other than the institution-held account, the holdings columns (meaning holdings columns prescribed in Article 69, paragraph (2), item (i), sub-item (a) as applied mutatis mutandis pursuant to the preceding Article) or the pledge columns (meaning pledge columns prescribed in Article 70, paragraph (3), item (ii) as applied mutatis mutandis pursuant to the preceding Article) of those accounts; hereinafter referred to as the "relevant holdings or pledge columns" in this Article) of the reductions in the number of units of interest obtained when the number of units of interest that has been entered or recorded in the relevant holdings or pledge columns is multiplied by the reduction ratio (if the number of units of interest includes a fraction of less than one, it is rounded up);
(b)give notice to the immediately superior institution of the number of units of interest which it has entered or recorded the reductions pursuant to the provisions of sub-item (a);
(ii)in the case of a split, the following measures (if the book-entry transfer institution or account management institution has a customer account, limited to the measures set forth in sub-item (a)):
(a)make entries or records in the relevant holdings and pledge columns in which entries or records have been made for book-entry transfer beneficial interest in a specified purpose trust referred to in paragraph (1), item (i) in the book-entry transfer account register that the book-entry transfer institution or account management institution keeps, of the increases in the number of units of interest obtained when the number of units of interest that has been entered or recorded in the relevant holdings or pledge columns is multiplied by the increase ratio (if the number of units of interest includes a fraction of less than one, it is rounded up); and
(b)give notice to the immediately superior institution of the number of units of interest which it has entered or recorded the increases pursuant to the provisions of sub-item (a).
(5)If the notice referred to in item (i), sub-item (b) or item (ii), sub-item (b) of the preceding paragraph, or in item (i), sub-item (b) or item (ii), sub-item (b) has been given, the book-entry transfer institution or account management institution that has been notified must immediately take the following measures:
(i)in the case of a merger, the following measures:
(a)make an entry or record of the reduction in the number of units of interest which it has been notified, in the customer account under the account of the account management institution that has given the notice; and
(b)give notice to the immediately superior institution of the number of units of interest which it has entered or recorded the reduction pursuant to the provisions of item (i), sub-item (a) of the preceding paragraph and the number of units of interest which the immediately subordinate instituion has notified it pursuant to the provisions of sub-item (b) of that item or this item;
(ii)in the case of a split, the following measures:
(a)make an entry or record of the increase in the number of units of interest which it has been notified, in the customer account under the account of the account management institution that has given the notice; and
(b)give notice to the immediately superior institution of the number of units of interest which it has entered or recorded the increase pursuant to the provisions of item (ii), sub-item (a) of the preceding paragraph and the number of units of interest which the immediately subordinate instituion has notified it pursuant to the provisions of sub-item (b) of that item or this item.
(6)A book-entry transfer institution or account management institution that received the notice referred to in paragraph (1) or (2) (including as applied mutatis mutandis pursuant to paragraph (3)) must promptly notify its immediately superior institution (or the issuer, if it is a book-entry transfer institution) of the number of units of interest constituting book-entry transfer beneficial interest in a specified purpose trust subject to the merger or split which have been or recorded under the accounts of the participants of the book-entry transfer institution or account management institution (excluding a customer account) in the book-entry transfer account register that it keeps on the day immediately preceding the merger or split, and the number of units of interest constituting book-entry transfer beneficial interest in a specified purpose trust which it has been notified by its immediately subordinate instituion pursuant to the provisions of this paragraph.
(Special Provisions of the Act on the Securitization of Assets on Book-Entry Transfer Beneficial Interest in a Specified Purpose Trust)
Article 125In applying the provisions of the Act on the Securitization of Assets to a book-entry transfer beneficial interest in a specified purpose trust, in addition to deeming the holder of a book-entry transfer beneficial interest in a specified purpose trust to be the right holder of a beneficiary certificate, in applying Article 286 of that Act, the book-entry transfer beneficial interest in a specified purpose trust is deemed to be a beneficiary certificate prescribed in that Act.
(Exclusion from Application of the Act on the Securitization of Assets to Book-Entry Transfer Beneficial Interest in a Specified Purpose Trust)
Article 126(1)The provisions of Article 201, paragraph (1) of the Trust Act as applied mutatis mutandis pursuant to Article 239, paragraph (1) of the Act on the Securitization of Assets do not apply to book-entry transfer beneficial interest in a specified purpose trust.
(2)Notwithstanding the provisions of Article 103, paragraph (4) of the Trust Act as applied mutatis mutandis pursuant to Article 271, paragraph (4) of the Act on the Securitization of Assets (including as applied mutatis mutandis pursuant to Article 272, paragraph (2) of that Act), in lieu of giving notice as under the provisions, the trustee company, etc. of the book-entry transfer beneficial interest in a specified purpose trust (meaning a trustee company, etc. as defined in Article 2, paragraph (16) of the Act on the Securitization of Assets) must issue public notice of the information of which it is required to give notice.
Section 9 Book-Entry Transfer of Foreign Bonds
Article 127The provisions of Chapter IV (excluding the provisions of Article 66, item (i), Article 69, paragraph (1), items (v) and (vi) and paragraph (2), item (i), sub-items (b) and (c), Article 69-2, Article 70-2, Article 70-3, and Section 4) and Article 114 apply mutatis mutandis to foreign bonds (meaning rights required to be indicated on bond certificates issued by a foreign country or foreign corporation). In such a case, the terms set forth in the middle column of the following table in the provisions set forth in the left-hand column of that table are deemed to be replaced with the terms set forth in the right-hand column of that table, and Cabinet Order provides for any other necessary technical replacement of terms.
Article 67
Corporate bond certificates
Bond certificates
Article 68, paragraph (3), item (ii)
trade name
name
Article 69, paragraph (1), item (ii)
the participants that are the holders or pledgees
the participants that are the holders
Article 69, paragraph (1), item (iv)
the amount of book-entry transfer corporate bonds referred to in item (i) for each participant (other than those set forth in the following item);
for each participant
Article 69, paragraph (2), item (i), sub-item (a)
of that paragraph (limited to one that is a bondholder referred to in that item),
of that paragraph
Article 69, paragraph (2), item (ii)
sum of the amounts referred to in items (iv) and (v) of the preceding paragraph
the amount referred to in item (iv) of the preceding paragraph
item (vi)
item (iv)
Article 70, paragraph (3), item (ii)
or the pledge column of the account of the participant referred to in the preceding paragraph
of the account of the participant referred to in the preceding paragraph or in the column of the account in which the information set forth in Article 68, paragraph (3), item (iv) is entered or recorded (hereinafter referred to as the "pledge column" in this Chapter);
Article 71, paragraph (7)
a corporate bond administrator, assistant bond administrator (limited to one that is authorized to receive redemption of book-entry transfer corporate bonds for a bondholder or pledgee), or a trust company under a trust agreement as defined in Article 2, paragraph (1) of the Secured Bonds Trust Act
the person entrusted with managing the rights required to be indicated on foreign bonds issued by a foreign country or foreign corporation, or a trust company under a trust agreement involving the rights as collateral
bond administrator or similar person
administrator or similar person
Article 71, paragraph (8)
bond administrator or similar person
administrator or similar person
Article 80, paragraph (1) and Article 81, paragraph (1)
this Article and Article 85
this Article
Chapter VI-2 Book-Entry Transfer of Beneficial Interest in Trusts with Cerificates of Beneficial Interest
Section 1 General Rules
(Attribution of Rights)
Article 127-2(1)The attribution of a beneficial interest in a trust with certificates of beneficial interest (excluding a beneficial interest prescribed in Article 185, paragraph (2) of the Trust Act) which is handled by a book-entry transfer institution (hereinafter referred to as a "book-entry transfer beneficial interest" in this Chapter) is determined by the entries or records in a book-entry transfer account register as under the provisions of this Chapter.
(2)The issuer must act in accordance with the terms of trust to give the consent referred to in Article 13, paragraph (1) with respect to their beneficial interest.
(Non-Issuance of Beneficiary Certificates)
Article 127-3(1)Beneficiary certificates may not be issued for book-entry transfer beneficial interest.
(2)Notwithstanding the provisions of the preceding paragraph, if a book-entry transfer institution that handles the book-entry transfer beneficial interest has the designation under Article 3, paragraph (1) revoked pursuant to the provisions of Article 22, paragraph (1) or the designation expires pursuant to the provisions of Article 41, paragraph (1), and there is no person to succeed to its book-entry transfer business, or if a book-entry transfer institution that handles book-entry transfer beneficial interest ceases to handle that book-entry transfer beneficial interest, the beneficiary of the book-entry transfer beneficial interest may request the issuer to issue a beneficiary certificate.
(3)A beneficiary certificate referred to in the preceding paragraph is to be in bearer form.
Section 2 Book-Entry Transfer Account Registers
(Information Required to Be Entered or Recorded in a Book-Entry Transfer Account Register)
Article 127-4(1)A book-entry transfer account register is subdivided by account for each participant
(2)The account of an account management institution in a book-entry transfer account register is subdivided into the following accounts:
(i)an account in which entries or records are made for book-entry transfer beneficial interest in which the account management institution holds rights (hereinafter referred to as the institution's "own account" in this Chapter); and
(ii)an account in which entries or records are made for book-entry transfer beneficial interest in which the participants of the account management institution or its subordinate institution hold rights (hereinafter referred to as a "customer account" in this Chapter).
(3)The following information is entered or recorded in each account (excluding a customer account) in a book-entry transfer account register:
(i)the name and address of the participant;
(ii)the issuer's name and the type of the book-entry transfer beneficial interest (hereinafter referred to as the "issue" in this Chapter);
(iii)the number of units of book-entry transfer beneficial interest by issue (other than one set forth in the following item);
(iv)if the participant is a pledgee, that fact and the number of units of book-entry transfer beneficial interest underlying the pledge by issue;
(v)if the participant is the trustee of a trust, that fact and the number of units of book-entry transfer beneficial interest referred to in the preceding two items which constitute trust property;
(vi)if an entry or record has been made for the increase or reduction in the number referred to in item (iii) or (iv), whether it is for an increase or reduction, the number of the units of book-entry transfer beneficial interest that has increased or has been reduced, and the date on which the entry or record was made; and
(vii)other information specified by Cabinet Order.
(4)The following information is entered or recorded for each customer account in a book-entry transfer account register:
(i)the information set forth in items (i) and (ii) of the preceding paragraph;
(ii)the number of units of book-entry transfer beneficial interest by issue; and
(iii)other information specified by Cabinet Order.
(5)If a book-entry transfer institution opens an institution-held account, it must create a subdivision for that account in the book-entry transfer account register and enter or record the following information:
(i)the issue;
(ii)the number of units of book-entry transfer beneficial interest by issue; and
(iii)other information specified by Cabinet Order.
(6)A book-entry transfer account register may be created as an electronic or magnetic record (limited to one specified by order of the competent ministry).
(New Entries or Records to be Made upon Issuance of Book-Entry Transfer Beneficial Interest)
Article 127-5(1)The issuer of book-entry transfer beneficial interest of a particular issue must notify the book-entry transfer institution to which they have given the consent referred to in Article 13, paragraph (1) of the following information after the date on which the book-entry transfer beneficial interest is created without delay:
(i)the issue of the book-entry transfer beneficial interest;
(ii)the names of the participants that constitute the beneficiaries or pledgees of the book-entry transfer beneficial interest referred to in the preceding item;
(iii)the accounts opened for the participants referred to in the preceding item, in which book entries are to be made for the book-entry transfer beneficial interest referred to in item (i);
(iv)the number of units of book-entry transfer beneficial interest referred to in item (i) for each participant (other than one set forth in the following item);
(v)if the participant is a pledgee, that fact and the number of units of book-entry transfer beneficial interest referred to in item (i) underlying the pledge;
(vi)if the participant is the trustee of a trust, that fact and the number of units of book-entry transfer beneficial interest referred to in item (iv) and the preceding item which constitute trust property;
(vii)information set forth in paragraph (3), item (iii) of the preceding Article, which Cabinet Order prescribes as information that the issuer is able to learn; and
(viii)the total number of units of the book-entry transfer beneficial interest referred to in item (i) and other information specified by order of the competent ministry.
(2)If the notice referred to in the preceding paragraph has been given, the book-entry transfer institution that has been notified must immediately take the following measures for the issue of book-entry transfer beneficial interest which it has been notified:
(i)make the following entries or records, if the book-entry transfer institution is the one that opened the account referred to item (iii) of the preceding paragraph:
(a)an entry or record of the increase in the number referred to in item (iv) of the preceding paragraph for a participant referred to in item (ii) of that paragraph (limited to one that is a beneficiary referred to in that item), in the column of the account in which the information set forth in paragraph (3), item (iii) of the preceding Article is entered or recorded (hereinafter referred to as the "holdings column" in this Chapter);
(b)an entry or record of the increase in the number referred to in item (v) of the preceding paragraph for a participant referred to in item (ii) of that paragraph (limited to one that is a pledgee referred to in that item), in the column of the account in which the information set forth in paragraph (3), item (iv) of the preceding Article is entered or recorded (hereinafter referred to as the "pledge column" in this Chapter);
(c)an entry or record of the increase in the number of units of book-entry transfer beneficial interest constituting trust property referred to in item (vi) of the preceding paragraph in the account;
(d)an entry or record of the information set forth in item (vii) of the preceding paragraph in the account; and
(e)an entry or record of the information set forth in item (viii) of the preceding paragraph in the account;
(ii)make an entry or record of the increase in the sum of the numbers referred to in items (iv) and (v) of the preceding paragraph for a participant referred to in item (ii) of that paragraph, in the customer account under the account of the immediately subordinate instituion to the book-entry transfer institution that is the superior institution of the participant, and notify the immediately subordinate instituion of the information set forth in items (i) through (vii) of that paragraph, if the book-entry transfer institution is not the one that opened the account referred to item (iii) of the preceding paragraph.
(3)If the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph) has been given, the provisions of the preceding paragraph apply mutatis mutandis to the account management institution that has received the notice.
(Procedure If a Trustee is Unable to Identify the Account of the Beneficiary)
Article 127-6(1)If a trustee seeks to deliver book-entry transfer beneficial interest of a particular issue and is unable to identify the account that has been opened for the beneficiary or pledgee of that beneficial interest in which book entries are to be made for book-entry transfer beneficial interest, the trustee (or the person specified by order of the competent ministry as being equivalent to a trustee, if a book-entry transfer beneficial interest is to be delivered at the time of a merger of trusts or in any other case specified by order of the competent ministry; hereinafter referred to as the "notifier" in this Article) must notify the person that order of the competent ministry prescribes as the one that should become the beneficiary or pledgee of the book-entry transfer beneficial interest of the following information, by one month prior to the fixed date referred to in item (i):
(i)the fact that the trustee will give the notice referred to in paragraph (1) of the preceding Article or file an application for a book-entry transfer to be made for the beneficiary (excluding the beneficiary of a beneficial interest underlying a pledge, if there is a pledgee) or the pledgee of the book-entry transfer beneficial interest on a fixed date;
(ii)the fact that the notifier must be notified of the account opened for the beneficiary or pledgee referred to in the preceding item (excluding an account opened by a book-entry transfer institution or account management institution based on a request referred to in the main clause of paragraph (3)) in which book entries are to be made for the book-entry transfer beneficial interest by the fixed date referred to in that item;
(iii)the name and address of the book-entry transfer institution or account management institution that opens accounts based on requests referred to in the main clause of paragraph (3); and
(iv)other information specified by order of the competent ministry.
(2)If the notifier referred to in the preceding paragraph is a person other than a trustee referred to in that paragraph, the notifier must notify that trustee, on the fixed date referred to in item (i) of that paragraph, of the account referred to in item (ii) of that paragraph of which the beneficiary or pledgee referred to in that item has notified them.
(3)If a beneficiary or pledgee referred to in paragraph (1), item (i) does not notify the notifier of the account referred to in item (ii) of that paragraph by the fixed date referred to in item (i) of that paragraph, the trustee must request the book-entry transfer institution or account management institution referred to in item (iii) of that paragraph to open an account for the beneficiary or pledgee in which book entries are to be made for book-entry transfer beneficial interest (hereinafter referred to as a "special account" in this Chapter); provided, however, that this does not apply if there is a special account open that the trustee has requested be opened for the beneficiary or pledgee.
(4)If a trustee is the issuer of a beneficial interest that constitutes a book-entry transfer beneficial interest referred to in paragraph (1) and has not given the consent referred to in Article 13, paragraph (1) by the fixed date referred to in paragraph (1), item (i), the trustee must promptly give the consent referred to in Article 13, paragraph (1) to the book-entry transfer institution for the beneficial interest.
(5)In the case prescribed in paragraph (1), when the trustee gives the notice referred to in paragraph (1) of the preceding Article, they must use the account referred to in paragraph (1), item (ii) which has been notified by the beneficiary or pledgee referred to in paragraph (1), item (i) (or the special account that the company has requested be opened, if the notice has not been given) as the account referred to in paragraph (1), item (iii) of the preceding Article.
(Making Book Entries)
Article 127-7(1)If an application for a book-entry transfer involving book-entry transfer beneficial interest of a particular issue has been filed, a book-entry transfer institution or account management institution must, pursuant to the provisions of paragraphs (4) through (8) and as indicated pursuant to the provisions of paragraph (3) in the application, enter or record the reduction or increase in the book-entry transfer account register that it keeps, or give notice to the person concerned of the reduction or increase.
(2)Unless otherwise prescribed in this Act, the application referred to in the preceding paragraph is an application that the participant files with its immediately superior institution for whom the reduction is entered or recorded in their account (excluding a customer account) by the book-entry transfer.
(3)A person filing an application referred to in paragraph (1) must indicate the following information in that application:
(i)the issue and the number of units of book-entry transfer beneficial interest for which the reduction and increase are required to be entered or recorded when the book-entry transfer is made;
(ii)whether the reduction will be entered or recorded in the holdings column or the pledge column of the account of the participant referred to in the preceding paragraph;
(iii)the account in which the increase is required to be entered or recorded (excluding a customer account; hereinafter referred to as the "transferee account" in this Chapter); and
(iv)whether the increase will be entered or recorded in the holdings column or the pledge column of the transferee account (excluding an institution-held account).
(4)If an application referred to in paragraph (1) has been filed, the book-entry transfer institution or account management institution that has received the application must take the following measures without delay:
(i)make an entry or record of the reduction in the number referred to in item (i) of the preceding paragraph (hereinafter referred to as the "number subject to book-entry transfer" in this Article) in the holdings column or pledge column of the account of the participant referred to in paragraph (2), as indicated pursuant to the provisions of item (ii) of the preceding paragraph;
(ii)give notice to the immediately superior institution of the information indicated pursuant to the provisions of item (i), item (iii), and item (iv) of the preceding paragraph, if the book-entry transfer institution or account management institution is not the common immediately superior institution for the book-entry transfer;
(iii)make an entry or record of the increase in the number subject to book-entry transfer in the holdings column or the pledge column of the transferee account indicated pursuant to the provisions of item (iv) of the preceding paragraph (or in the column in which the information set forth in Article 127-4, paragraph (5), item (ii) is entered or recorded, for an institution-held account; hereinafter referred to as the "transferee column"), if the book-entry transfer institution or account management institution is the common immediately superior institution for the book-entry transfer and is also the one that has opened the transferee account;
(iv)make an entry or record of the increase in the number subject to book-entry transfer, in the customer account under the account of the immediately subordinate instituion to the book-entry transfer instution or account management institution that is the superior institution of the participant with that transferee account, and notify the immediately subordinate instituion of the information indicated pursuant to the provisions of item (i), item (iii), and item (iv) of the preceding paragraph, if the book-entry transfer institution or account management institution is the common immediately superior institution for the book-entry transfer and is not the one that opened the transferee account.
(5)If the notice referred to in item (ii) of the preceding paragraph has been given, the book-entry transfer institution or account management institution that has been notified must immediately take the following measures:
(i)make an entry or record of the reduction in the number subject to book-entry transfer in the customer account under the account of the account management institution that has given the notice;
(ii)give notice to the immediately superior institution of the information which it has been notified pursuant to the provisions of item (ii) of the preceding paragraph, if the book-entry transfer institution or account management institution is not the common immediately superior institution for the book-entry transfer;
(iii)make an entry or record of the increase in the number subject to book-entry transfer in the transferee column of the transferee account, if the book-entry transfer institution or account management institution is the common immediately superior institution for the book-entry transfer and is also the one that has opened the transferee account; and
(iv)make an entry or record of the increase in the number subject to book-entry transfer, in the customer account under the account of the immediately subordinate instituion to the book-entry transfer institution or account management institution that is the superior institution of the participant with that transferee account, and notify the immediately subordinate instituion of the information which it has been notified pursuant to the provisions of item (ii) of the preceding paragraph, if the book-entry transfer institution or account management institution is the common immediately superior institution for the book-entry transfer and is not the one that opened the transferee account.
(6)The provisions of the preceding paragraph apply mutatis mutandis to a book-entry transfer institution or account management institution that has received the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), if the notice has been given.
(7)If the notice referred to in paragraph (4), item (iv) or paragraph (5), item (iv) (including as applied mutatis mutandis pursuant to the preceding paragraph; hereinafter the same applies in this paragraph) has been given, the account management institution that has been notified must immediately take the following measures:
(i)make an entry or record of the increase in the number subject to book-entry transfer in the transferee column of the transferee account, if the account management institution is the one that opened the transferee account;
(ii)make an entry or record of the increase in the number subject to book-entry transfer, in the customer account under the account of the immediately subordinate instituion to the account management institution that is the superior institution of the participant with that transferee account, and notify the immediately subordinate instituion of the information of which it has been notified pursuant to the provisions of paragraph (4), item (iv) or paragraph (5), item (iv), if the account management institution is not the one that opened the transferee account.
(8)If the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph) has been given, the provisions of the preceding paragraph apply mutatis mutandis to the account management institution that has received the notice.
(Special Provisions on Book-Entry Transfer Procedures for Book-Entry Transfer Beneficial Interest That Has Been Entered or Recorded in a Special Account)
Article 127-8(1)A participant may not file an application for a book-entry transfer involving a book-entry transfer beneficial interest that has been entered or recorded in a special account if the transferee account is other than that of the participant or the issuer of the book-entry transfer beneficial interest.
(2)If a person that acquired a beneficial interest in a trust disappearing in a merger of trusts before giving the notice or filing the application referred to in Article 127-5, paragraph (1) for a book-entry transfer beneficial interest of a particular issue and that cannot be delivered the book-entry transfer beneficial interest in lieu of the beneficial interest at the time of the merger because no entry or record has been made for the person in the beneficial interest register, or any other person specified by order of the competent ministry (hereinafter referred to as the "acquirer or other such person" in this Article) files a joint request together with the participant with the special account in which the book-entry transfer beneficial interest has been entered or recorded, after giving the notice or filing the application, the issuer must take the following actions. The same applies if the acquirer or other such person files a request by attaching an authenticated copy or certified copy of an enforceable judgment that orders the participant to file the request or by attaching any other document specified by order of the competent ministry as being equivalent to the copy, or in cases prescribed by order of the competent ministry as those that are unlikely to harm the interests of the participant and other interested persons even if the issuer takes the following actions upon the request by the acquirer or other such person.
(i)filing a request referred to in the main clause of Article 127-6, paragraph (3) for the acquirer or other such person; and
(ii)filing an application for book-entry transfer of the book-entry transfer beneficial interest in the transferee account that has been opened upon the request referred to in the preceding item.
(3)A participant other than the issuer that has requested for a special account to be opened may not apply for a book-entry transfer with the special account as the transferee account.
(Transfer of Special Account)
Article 127-8-2(1)The issuer of book-entry transfer beneficial interest that has been entered or recorded in a special account may request a book-entry transfer institution or account management institution other than the book-entry transfer institution or account management institution that has opened the special account (referred to as the "pre-transfer book-entry transfer institution or account management institution" in the following paragraph and paragraph (3)) to open a special account in which book entries are to be made for the book-entry transfer beneficial interest for the participants with the former special account.
(2)The request referred to in the preceding paragraph must be filed collectively for all participants with the special account opened by the pre-transfer book-entry transfer institution or account management institution in which book entries are to be made for the book-entry transfer beneficial interest (referred to as the "pre-transfer special account" in the following paragraph and paragraph (4)); provided, however, that this does not apply to the participant in cases where the special account that the issuer referred to in the preceding paragraph has requested to be opened for the participant exists at the book-entry transfer institution or account management institution to which the request referred to in that paragraph has been filed.
(3)The issuer referred to in paragraph (1) may file an application with the pre-transfer book-entry transfer institution or account management institution for a book-entry transfer, using the post-transfer special account (meaning the special account opened upon the request referred to in that paragraph or the special account referred to in the proviso to the preceding paragraph; the same applies in the following paragraph) as the transferee account, for all units of book-entry transfer beneficial interest entered or recorded in the pre-transfer special account.
(4)If the issuer referred to in paragraph (1) files an application referred to in the preceding paragraph, they must, without delay, notify the participants with the pre-transfer special account of the name and address of the book-entry transfer institution or account management institution that has opened the post-transfer special account.
(Making Deletions)
Article 127-9(1)If an application for the deletion of a book-entry transfer beneficial interest of a particular issue has been filed, a book-entry transfer institution or account management institution must, pursuant to the provisions of paragraphs (4) through (6) and as indicated pursuant to the provisions of paragraph (3) in the application, enter or record the reduction in the book-entry transfer account register that it keeps, or give notice to the person concerned of the reduction.
(2)The application referred to in the preceding paragraph is an application that the participant for whom the reduction resulting from the deletion is entered or recorded in their account (excluding a customer account) files with their immediately superior institution.
(3)A participant filing an application referred to in paragraph (1) (hereinafter referred to as the "applicant" in this Article) must indicate the following information in that application:
(i)the issue and the number of units of book-entry transfer beneficial interest for which the reduction is required to be entered or recorded when the deletion is made; and
(ii)whether the reduction will be entered or recorded in the holdings column or the pledge column of the applicant's account.
(4)If the application referred to in paragraph (1) has been filed, the book-entry transfer institution or account management institution that has received the application must take the following measures without delay:
(i)make an entry or record of the reduction in the number referred to in item (i) of the preceding paragraph in the holdings column or pledge column of the applicant's account indicated pursuant to the provisions of item (ii) of the preceding paragraph; and
(ii)give notice to the immediately superior institution of the information indicated pursuant to the provisions of item (i) of the preceding paragraph, if the book-entry transfer institution or account management institution is an account management institution.
(5)If the notice referred to in item (ii) of the preceding paragraph has been given, the book-entry transfer institution or account management institution that has been notified must immediately take the following measures:
(i)make an entry or record of the reduction in the number referred to in paragraph (3), item (i) in the customer account under the account of the account management institution that has given the notice; and
(ii)give notice to the immediately superior institution of the information which it has been notified pursuant to the provisions of item (ii) of the preceding paragraph, if the book-entry transfer institution or account management institution is an account management institution.
(6)The provisions of the preceding paragraph apply mutatis mutandis to a book-entry transfer institution or account management institution that has received the notice referred to in item (ii) of the preceding paragraph (including as applied mutatis mutandis pursuant to this paragraph), if the notice has been given.
(7)Unless an issuer goes through a beneficiary agent to fully pay its obligation underlying a beneficial claim associated with a book-entry transfer beneficial interest for the beneficiary or pledgee, the issuer may demand that, in exchange for the issuer to fully pay the beneficiary or pledgee its obligation underlying the beneficial claim associated with the book-entry transfer beneficial interest, the beneficiary or pledgee file an application with their immediately superior institution to make a deletion for the same number of units of book-entry transfer beneficial interest of that issue in their account as the number of units of book-entry transfer beneficial interest that are to be paid.
(8)The provisions of the preceding paragraph apply mutatis mutandis when a beneficiary agent through which all obligations under a beneficial claim associated with a book-entry transfer beneficial interest have been paid for a beneficiary or pledgee pays the amount to the beneficiary or pledgee.
(Deleting All Entries or Records)
Article 127-10(1)The issuer of book-entry transfer beneficial interest of a particular issue must notify the book-entry transfer institution to which they have given the consent referred to in Article 13, paragraph (1) of the following information by two weeks prior to the date referred to in item (ii) when seeking to delete all the entries or records regarding that book-entry transfer beneficial interest:
(i)the issue of the book-entry transfer beneficial interest; and
(ii)the day on which all the entries or records regarding that book-entry transfer beneficial interest will be deleted.
(2)If the notice referred to in the preceding paragraph has been given, the book-entry transfer institution that has been notified must immediately notify its immediately subordinate instituion of the information set forth in the items of that paragraph regarding the issue of book-entry transfer beneficial interest which it has been notified.
(3)If the notice referred to in paragraph (1) has been given, the book-entry transfer institution that has been notified must delete the entries or records for all units of book-entry transfer beneficial interest referred to in item (i) of that paragraph from the accounts in the book-entry transfer account register that it keeps on the day referred to in item (ii) of that paragraph in which entries or records have been made for the book-entry transfer beneficial interest (for accounts other than the institution-held account or a customer account, the holdings column or the pledge column; hereinafter referred to as a "holdings or pledge column" in this Chapter).
(4)If the notice referred to in paragraph (2) (including as applied mutatis mutandis pursuant to this paragraph) has been given, the provisions of the preceding two paragraphs apply mutatis mutandis to the account management institution that has received the notice.
(Making Entries or Records for a Merger of Book-Entry Transfer Beneficial Interest)
Article 127-11(1)When seeking to merge the book-entry transfer beneficial interest of a particular issue through a change to the trust, the issuer of the book-entry transfer beneficial interest must notify the book-entry transfer institution to which it has given the consent referred to in Article 13, paragraph (1) of the following information by no later than two weeks prior to the day on which the merger of beneficial interest takes effect:
(i)the issue of book-entry transfer beneficial interest subject to the merger;
(ii)the percentage obtained when the percentage of the total number referred to in sub-item (a) to the total number referred to in sub-item (b) is deducted from one (hereinafter referred to as the "reduction ratio" in this Article):
(a)the total number of units of book-entry transfer beneficial interest after the merger of beneficial interest;
(b)the total number of units of book-entry transfer beneficial interest before the merger of beneficial interest;
(iii)the day on which the merger of beneficial interest takes effect; and
(iv)the issuer's account (if there are two or more accounts, one of them).
(2)If the notice referred to in the preceding paragraph has been given, the book-entry transfer institution that has received the notice must immediately notify its immediately subordinate instituion of the information set forth in the items of that paragraph regarding the issue of book-entry transfer beneficial interest which it has been notified.
(3)If the notice referred to in paragraph (1) has been given, the book-entry transfer institution that has received the notice must make entries or records in the holdings or pledge column in which entries or records have been made for book-entry transfer beneficial interest referred to in item (i) of that paragraph in the book-entry transfer account register that it keeps on the day referred to in item (iii) of that paragraph, of the reductions in the number obtained when each number that has been entered or recorded in the holdings or pledge column is multiplied by the reduction ratio.
(4)If the notice referred to in paragraph (2) (including as applied mutatis mutandis pursuant to this paragraph) has been given, the provisions of the preceding two paragraphs apply mutatis mutandis to the account management institution that has received the notice.
(5)Notwithstanding the provisions of paragraph (3), if a book-entry transfer institution's entry or record of the reduction pursuant to the provisions of paragraph (3) (including as applied mutatis mutandis pursuant to the preceding paragraph; hereinafter the same applies in this paragraph) results in a number of less than one to be entered or recorded in the holdings or pledge column prescribed in paragraph (3), in lieu of making the entry or record that it is required to be made in the holdings or pledge column, the book-entry transfer institution or account management institution must make an entry or record as prescribed by Cabinet Order in the holdings or pledge column of the participant of that holdings or pledge column, or in the holdings column of the account referred to in paragraph (1), item (iv), and give necessary instructions to its subordinate institution for making the entry or record pursuant to the provisions of Cabinet Order. In such a case, the subordinate institution must take measures that comply with the instructions.
(Making Entries or Records for Splitting of Book-Entry Transfer Beneficial Interest)
Article 127-12(1)When seeking to split the book-entry transfer beneficial interest of a particular issue through a change to the trust, the issuer of the book-entry transfer beneficial interest must notify the book-entry transfer institution to which it has given the consent referred to in Article 13, paragraph (1) of the following information by two weeks prior to the day on which the split of beneficial interest takes effect:
(i)the issue of book-entry transfer beneficial interest subject to the split;
(ii)the percentage of the total number referred to in sub-item (a) to the total number referred to in sub-item (b) (hereinafter referred to as the "increase ratio" in this Article):
(a)the total number of units of book-entry transfer beneficial interest that beneficiaries will receive as a result of the split of the beneficial interest;
(b)the total number of units of book-entry transfer beneficial interest before the split of the beneficial interest.
(iii)the day on which the split of beneficial interest takes effect;
(iv)the issuer's account (if there are two or more accounts, one of them).
(2)If the notice referred to in the preceding paragraph has been given, the book-entry transfer institution that has been notified must immediately notify its immediately subordinate instituion of the information set forth in the items of that paragraph regarding the issue of book-entry transfer beneficial interest which has been notified.
(3)If the notice referred to in paragraph (1) has been given, the book-entry transfer institution that has been notified must make entries or records in the holdings or pledge column in which entries or records have been made for book-entry transfer beneficial interest referred to in item (i) of that paragraph in the book-entry transfer account register that it keeps on the date referred to in item (iii) of that paragraph, of the increases in the number obtained when each number that have been entered or recorded in the holdings or pledge column is multiplied by the increase ratio.
(4)If the notice referred to in paragraph (2) (including as applied mutatis mutandis pursuant to this paragraph) has been given, the provisions of the preceding two paragraphs apply mutatis mutandis to the account management institution that has received the notice.
(5)Notwithstanding the provisions of paragraph (3), if a book-entry transfer institution's entry or record of the increase pursuant to the provisions of paragraph (3) (including as applied mutatis mutandis pursuant to the preceding paragraph; hereinafter the same applies in this paragraph) results in a number less than one to be entered or recorded in the holdings or pledge column prescribed paragraph (3), in lieu of making the entry or record that it is required to be made for that holdings or pledge column, the book-entry transfer institution or account management institution must make an entry or record as prescribed by Cabinet Order in the holdings or pledge column of the participant of that holdings or pledge column, or in the holdings column of the account referred to in paragraph (1), item (iv), and give necessary instructions to its subordinate institution for making the entry or record pursuant to the provisions of Cabinet Order. In such a case, the subordinate institution must take measures that comply with the instructions.
(Making Entries or Records If Book-Entry Transfer Beneficial Interest of Another Issue Is Delivered as a Result of a Merger of Trusts)
Article 127-13(1)If beneficial interest in each of the trust involved in a merger of trusts is book-entry transfer beneficial interest and the trustee seeks to deliver book-entry transfer beneficial interest at the time of the merger of trusts, the trustee must notify the book-entry transfer institution to which it has given the consent referred to in Article 13, paragraph (1) of the following information by two weeks prior to the day on which the merger takes effect. In such a case, the provisions of Article 127-5 and Article 127-6 do not apply.
(i)the issue of book-entry transfer beneficial interest that will be delivered at the time of the merger of trusts to the beneficiaries of the previous trust;
(ii)the issue of book-entry transfer beneficial interest in the previous trust;
(iii)the percentage of the total number referred to in sub-item (a) to the total number referred to in sub-item (b) (hereinafter referred to as the "allotment ratio" in this Article):
(a)the total number of units of book-entry transfer beneficial interest referred to in item (i);
(b)the total number of units of book-entry transfer beneficial interest referred to in the preceding item.
(iv)the day on which the merger of trusts takes effect;
(v)the account of the issuer of book-entry transfer beneficial interest referred to in item (i) (if there are two or more accounts, one of them);
(vi)information set forth in Article 127-4, paragraph (3), item (vii), which Cabinet Order prescribes as information that the issuer is able to learn; and
(vii)the total number of units of book-entry transfer beneficial interest referred to in item (i) which will be newly created as a result of the merger of trusts, and other information specified by order of the competent ministry.
(2)If the notice referred to in the first sentence of the preceding paragraph has been given, the book-entry transfer institution that has been notified must immediately notify its immediately subordinate instituion of the information set forth in items (i) through (vi) of that paragraph regarding the issue of book-entry transfer beneficial interest which has been notified.
(3)If the notice referred to in the first sentence of paragraph (1) has been given, the book-entry transfer institution that has been notified must take the following measures in the holdings or pledge column in which entries or records have been made for book-entry transfer beneficial interest referred to in item (ii) of that paragraph in the book-entry transfer account register that it keeps, on the day on which the merger of trusts takes effect:
(i)make entries or records of the increases in book-entry transfer beneficial interest referred to in paragraph (1), item (i) of the number obtained when each number of units of book-entry transfer beneficial interest referred to in item (ii) of that paragraph for which an entry or record has been made in the holdings or pledge column is multiplied by the allotment ratio, and make entries or records of the information prescribed in item (vi) of that paragraph; and
(ii)delete the entries or records for all book-entry transfer beneficial interest referred to in paragraph (1), item (ii).
(4)If the notice referred to in paragraph (2) (including as applied mutatis mutandis pursuant to this paragraph) has been given, the provisions of the preceding two paragraphs apply mutatis mutandis to the account management institution that has received the notice.
(5)Notwithstanding the provisions of paragraph (3), if a book-entry transfer institution's entry or record of the increase pursuant to the provisions of paragraph (3) (including as applied mutatis mutandis pursuant to the preceding paragraph; hereinafter the same applies in this paragraph) results in a number of less than one to be entered or recorded in the holdings or pledge column prescribed paragraph (3), in lieu of making the entry or record that is required to made in that holdings or pledge column, the book-entry transfer institution or account management institution must make an entry or record as prescribed by Cabinet Order in the holdings or pledge column of the participant of that holdings or pledge column, or in the holdings column of the account referred to in paragraph (1), item (v), and give necessary instructions to its subordinate institution for making the entry or record pursuant to the provisions of Cabinet Order. In such a case, the subordinate institution must take measures that comply with the instructions.
(Making Entries or Records If Book-Entry Transfer Beneficial Interest of Another Issue Is Delivered as a Result of the Split of a Trust)
Article 127-14(1)If the beneficial interest in a split trust (meaning a split trust prescribed in Article 155, paragraph (1), item (vi) of the Trust Act; hereinafter the same applies in this paragraph) is book-entry transfer beneficial interest and the trustee seeks to deliver book-entry transfer beneficial interest at the time of the absorption-type trust split, or if the beneficial interest in a trust prior to a creation-type trust split is book-entry transfer beneficial interest and the trustee seeks to deliver book-entry transfer beneficial interest at the time of the creation-type trust split, the trustee must notify the book-entry transfer institution to which they have given the consent referred to in Article 13, paragraph (1) of the following information by two weeks prior to the day on which the trust split takes effect. In such a case, the provisions of Article 127-5 and Article 127-6 do not apply.
(i)the issue of book-entry transfer beneficial interest that the beneficiaries of the split trust or of the previous trust will be delivered at the time of the split;
(ii)the issue of book-entry transfer beneficial interest in the split trust or in the previous trust;
(iii)the percentage of the total number referred to in sub-item (a) to the total number referred to in sub-item (b) (hereinafter referred to as the "allotment ratio" in this Article):
(a)the total number of units of book-entry transfer beneficial interest referred to in item (i);
(b)the total number of units of book-entry transfer beneficial interest referred to in the preceding item.
(iv)the day on which the trust split takes effect;
(v)the account of the issuer of book-entry transfer beneficial interest referred to in item (i) (if there are two or more accounts, one of them);
(vi)information set forth in Article 127-4, paragraph (3), item (vii), which Cabinet Order prescribes as information that the issuer is able to learn;
(vii)the total number of units of book-entry transfer beneficial interest referred to in item (i), which will be newly created as a result of the split of the trust, and other information specified by order of the competent ministry.
(2)If the notice referred to in the first sentence of the preceding paragraph has been given, the book-entry transfer institution that has been notified must immediately notify its immediately subordinate instituion of the information set forth in items (i) through (vi) of that paragraph regarding the issue of book-entry transfer beneficial interest which has been notified.
(3)If the notice referred to in the first sentence of paragraph (1) has been given, the book-entry transfer institution that has been notified must make entries or records in the holdings or pledge column in which entries or records have been made for book-entry transfer beneficial interest referred to in item (ii) of that paragraph in the book-entry transfer account register that it keeps on the day when the trust split takes effect, of the increases in book-entry transfer beneficial interest referred to in item (i) of that paragraph in the number obtained when each number of units of book-entry transfer beneficial interest referred to in item (ii) of that paragraph for which an entry or record has been made in the holdings or pledge column is multiplied by the allotment ratio, and make entries or records of the information prescribed in item (vi) of that paragraph.
(4)If the notice referred to in paragraph (2) (including as applied mutatis mutandis pursuant to this paragraph) has been given, the provisions of the preceding two paragraphs apply mutatis mutandis to the account management institution that has received the notice.
(5)Notwithstanding the provisions of paragraph (3), if a book-entry transfer institution's entry or record of the increase pursuant to the provisions of paragraph (3) (including as applied mutatis mutandis pursuant to the preceding paragraph; hereinafter the same applies in this paragraph) results in a number less than one to be entered or recorded in the holdings or pledge column prescribed in paragraph (3), in lieu of making the entry or record that it is required to be made in that holdings or pledge column, the book-entry transfer institution or account management institution must make an entry or record as prescribed by Cabinet Order in the holdings or pledge column of a participant of that holdings or pledge column, or in the holdings column of the account referred to in paragraph (1), item (v), and give necessary directions to its subordinate institution for making the entry or record pursuant to the provisions of Cabinet Order. In such a case, the subordinate institution must take measures that comply with the directions.
(Procedures for Changing Entries or Records)
Article 127-15If a book-entry transfer institution learns that there has been a change to the information set forth in one of the items of Article 127-4, paragraph (3), paragraph (4), or paragraph (5) in the book-entry transfer account register that it keeps, it must immediately enter or record the change in the book-entry transfer account register.
Section 3 Effect of Book-Entry Transfers
(Transfer of Book-Entry Transfer Beneficial Interest)
Article 127-16A transfer of book-entry transfer beneficial interest does not take effect unless the transferee has had an entry or record made in the holdings column of its account (or in the column in which the information set forth in Article 127-4, paragraph (5), item (ii) is entered or recorded, for the institution-held account), based on an application for book-entry transfer, of the increase in the number of units of book-entry transfer beneficial interest subject to the transfer.
(Pledges of Book-Entry Transfer Beneficial Interest)
Article 127-17A pledge of book-entry transfer beneficial interest does not take effect unless the pledgee has had an entry or record made in the pledge column of its account, based on an application for book-entry transfer, of the increase in the number of units of book-entry transfer beneficial interest subject to the pledge.
(Requirement for Perfection of Book-Entry Transfer Beneficial Interest That Comes Under Trust Property)
Article 127-18(1)Unless an entry or record has been made for book-entry transfer beneficial interest in a book-entry transfer account register pursuant to the provisions of Article 127-4, paragraph (3), item (v), indicating the fact that the book-entry transfer beneficial interest comes under trust property, it is not permissible to assert against a third party that the book-entry transfer beneficial interest comes under trust property.
(2)An entry or record in a book-entry transfer account register prescribed in the preceding paragraph is to be made pursuant to the provisions of Cabinet Order.
(Presumed Rights of Participants)
Article 127-19A participant is presumed to be the lawful holder of the rights under a book-entry transfer beneficial interest that has been entered or recorded in their account (limited to their own account, if the account is that of an account management institution).
(Acquisition in Good Faith)
Article 127-20A participant (including a book-entry transfer institution with an institution-held account) that has had an entry or record made in their account (limited to their own account, if the account is that of an account management institution), based on an application for book-entry transfer, of the increase in book-entry transfer beneficial interest of a particular issue acquires the rights associated with the entry or record of the increase in the book-entry transfer beneficial interest of that issue; provided, however that this does not apply if the participant has acted in bad faith or with gross negligence.
(Obligations of Book-Entry Transfer Institution If There Are Entries or Records of Overages)
Article 127-21(1)If the total number of units of book-entry transfer beneficial interest of the issue prescribed in the preceding Article which all beneficiaries hold based on acquisitions of book-entry transfer beneficial interest under the provisions of that Article comes to exceed the total number of units of book-entry transfer beneficial interest of that issue which have been issued (excluding the number of units of book-entry transfer beneficial interest whose associated beneficial claims have had their underlying obligations paid in full), and the aggregate number referred to in item (i) comes to exceed the total number referred to in item (ii), the book-entry transfer institution has a duty to acquire book-entry transfer beneficial interest in that issue until its holdings reach the number in overage (meaning the number obtained when the total number referred to in item (ii) is deducted from the aggregate number referred to in item (i)):
(i)the aggregate number of units of book-entry transfer beneficial interest of that issue which have been entered or recorded in the accounts of participants of the book-entry transfer institution, in the book-entry transfer account register kept by that book-entry transfer institution;
(ii)the total number of units of book-entry transfer beneficial interest of that issue (excluding the number of units of book-entry transfer beneficial interest whose associated beneficial claims have had their underlying obligations paid in full).
(2)If there is any number prescribed in item (i) of the preceding paragraph for which an entry or record of the increase or reduction has been made in the account prescribed in that item, and the rights associated with that entry or record have not arisen, have not been transferred, or have not been extinguished, and it is proved that no one has acquired book-entry transfer beneficial interest pursuant to the provisions of the preceding Article in the number for which the entry or record has been made, that number is treated as if no entry or record was made.
(3)When a book-entry transfer institution acquires book-entry transfer beneficial interest pursuant to the provisions of paragraph (1), it assumes the duty to immediately manifest the intention to release the issuer from all obligations related to that book-entry transfer beneficial interest to the issuer.
(4)The rights under the book-entry transfer beneficial interest prescribed in the preceding paragraph are extinguished when an intention to release the obligations is manifested pursuant to that paragraph.
(5)When a book-entry transfer institution manifests the intention to release the obligations pursuant to the provisions of paragraph (3) with respect to book-entry transfer beneficial interest, it must immediately make deletions for the book-entry transfer beneficial interest in the book-entry transfer account register.
(Obligations of Account Management Institutions If There Are Entries or Records of Overages)
Article 127-22(1)In the case prescribed in paragraph (1) of the preceding Article, if there is an account management institution for which the aggregate number referred to in item (i) comes to exceed the number referred to in item (ii), the account management institution assumes the duty to manifest the intention to the issuer to release the issuer from all obligations related to book-entry transfer beneficial interest of that issue in the number equal to the overage (meaning the number obtained when the number referred to in item (ii) is deducted from the aggregate number referred to in item (i)):
(i)the aggregate number of units of book-entry transfer beneficial interest of the issue which have been entered or recorded in the accounts of the participants of the account management institution, in the book-entry transfer account register kept by that account management institution;
(ii)the number of units of book-entry transfer beneficial interest of the issue which have been entered or recorded in the customer account under the account of the account management institution, in the book-entry transfer account register kept by its immediately superior institution.
(2)The provisions of paragraph (2) of the preceding Article apply mutatis mutandis to the following information:
(i)the number prescribed in item (i) of the preceding paragraph; and
(ii)the number set forth in item (ii) of the preceding paragraph, if an entry or record of the increase or reduction has been made in the customer account prescribed in that item and the rights associated with that entry or record have not arisen, have not been transferred, or have not been extinguished.
(3)In the case referred to in paragraph (1), if the account management institution does not hold book-entry transfer beneficial interest of the issue prescribed in that paragraph in an amount equal to the overage prescribed in that paragraph, it has the duty to acquire book-entry transfer beneficial interest in that issue until its holdings reach the number in overage, before manifesting the intention to release the obligations as under the provisions of that paragraph.
(4)When an account management institution manifests the intention to release the obligations pursuant to the provisions of paragraph (1), it must immediately notify its immediately superior institution of the following particulars:
(i)the fact that it has manifested the intention to release the obligations; and
(ii)the issue and the number of units of book-entry transfer beneficial interest for which it has manifested the intention to release the obligations.
(5)When the immediately superior institution referred to in the preceding paragraph receives the notice referred to in the preceding paragraph, it must immediately make the following entries or records regarding book-entry transfer beneficial interest set forth in item (ii) of that paragraph, in the book-entry transfer account register that it keeps:
(i)an entry or record in the account of the account management institution referred to in that paragraph in the institution's own account, of the reduction in the number referred to in item (ii) of the preceding paragraph; and
(ii)an entry or record in the customer account under the account referred to in the preceding item, of the increase in the number referred to in item (ii) of the preceding paragraph.
(Handling in the Case of Non-Performance of Obligations by a Book-Entry Transfer Institution Concerning Entries or Records of Overages)
Article 127-23(1)In the case prescribed in Article 127-21, paragraph (1), until the book-entry transfer institution prescribed in that paragraph fully performs the obligations referred to in that paragraph and paragraph (3) of that Article, a beneficiary may not assert an interest against the issuer regarding the part of the book-entry transfer beneficial interest of the issue that the beneficiary holds which corresponds to the number obtained when the percentage of the number referred to in item (i) that accounts for in the total number referred to in item (ii) is multiplied by the number in overage prescribed in paragraph (1) of that Article (or the number obtained by deducting the number related to the performance of obligation, if the obligation referred to in paragraph (3) of that Article has been partially performed) (hereinafter referred to as the "maximum number ascribable to the book-entry transfer institution" in the following paragraph):
(i)the number of units of book-entry transfer beneficial interest of that issue that the beneficiary holds (or, if the book-entry transfer institution has a subordinate institution that is required to manifest the intention to release the obligations with respect to book-entry transfer beneficial interest of that issue pursuant to the provisions of paragraph (1) of the preceding Article, the number obtained by deducting the maximum number ascribable to the account management institution prescribed in paragraph (1) of the following Article, for the overage prescribed in paragraph (1) of the preceding Article in respect of that beneficiary for the subordinate institution (limited to the beneficiary of book-entry transfer beneficial interest that has been entered or recorded in an account opened by that subordinate institution or by its subordinate institution));
(ii)the total number of units of book-entry transfer beneficial interest of that issue that all beneficiaries hold (or, if the book-entry transfer institution has a subordinate institution that is required to manifest the intention to release the obligations with respect to book-entry transfer beneficial interest of that issue pursuant to the provisions of paragraph (1) of the preceding Article, the number obtained by deducting the sum of the maximum numbers ascribable to the account management institution prescribed in paragraph (1) of the following Article, for the overage prescribed in paragraph (1) of the preceding Article in respect of all of the beneficiaries of book-entry transfer beneficial interest that has been entered or recorded in accounts opened by that subordinate institution or by its subordinate institution ).
(2)In the case prescribed in Article 127-21, paragraph (1), the book-entry transfer institution prescribed in that paragraph assumes the following duties toward each beneficiary:
(i)in the case referred to in the preceding paragraph, the duty to pay, in lieu of the issuer, the obligation underlying the beneficial claim associated with the book-entry transfer beneficial interest of the issue that each beneficiary holds, up to the maximum number ascribable to the book-entry transfer institution; and
(ii)beyond what is set forth in the preceding item, the duty to indemnify the beneficiary for any damage caused by the non-performance of obligations referred to in Article 127-21, paragraph (1) or (3).
(Handling in the Case of Non-Performance of Obligations by Account Management Institutions Concerning Entries or Records of Overages)
Article 127-24(1)In the case prescribed in Article 127-22, paragraph (1), until the account management institution prescribed in that paragraph fully performs the obligations referred to in that paragraph and paragraph (3) of that Article, a beneficiary (limited to the beneficiary of a book-entry transfer beneficial interest that has been entered or recorded in an account opened by that account management institution or by its subordinate institution) may not assert an interest against the issuer regarding the part of the book-entry transfer beneficial interest of the issue that the beneficiary holds which corresponds to the number obtained when the percentage of the number referred to in item (i) that accounts for in the total number referred to in item (ii) is multiplied by the number in overage prescribed in paragraph (1) of that Article (or by the number obtained related to the performance of the obligation if the obligation referred to in that paragraph has been partially performed) (hereinafter referred to as the "maximum number ascribable to the account management institution" in this Article):
(i)the number of units of book-entry transfer beneficial interest of the issue that the beneficiary holds (or, if the account management institution has a subordinate institution that is required to manifest an intention to the release of obligations with respect to book-entry transfer beneficial interest of that issue pursuant to the provisions of Article 127-22, paragraph (1), the number obtained by deducting the maximum number ascribable to the account management institution, for the overage prescribed in that paragraph in respect of that beneficiary (limited to the beneficiary of a book-entry transfer beneficial interest that has been entered or recorded in an account opened by that subordinate institution or by its subordinate institution) for the subordinate institution);
(ii)the total number of units of book-entry transfer beneficial interest of the issue held by all of the beneficiaries with a book-entry transfer beneficial interest that have been entered or recorded in accounts opened by that account management institution or by its subordinate institution (or, if the account management institution has a subordinate institution that is required to manifest the intention to release the obligations with respect to book-entry transfer beneficial interest of that issue pursuant to the provisions of paragraph (1) of Article 127-22, the number obtained by deducting the sum of the maximum numbers ascribable to the account management institution, for the overage prescribed in that paragraph in respect of all of the beneficiaries of book-entry transfer beneficial interest that has been entered or recorded in accounts opened by that subordinate institution or by its subordinate institution for the subordinate institution).
(2)In the case prescribed in Article 127-22, paragraph (1), the account management institution prescribed in that paragraph assumes the following duties toward a beneficiary prescribed in the preceding paragraph:
(i)in the case referred to in the preceding paragraph, the duty to pay, in lieu of the issuer, the obligation underlying the beneficial claim associated with the part of the book-entry transfer beneficial interest of the issue that a beneficiary prescribed the preceding paragraph holds, up to the maximum number ascribable to the account management institution; and
(ii)beyond what is set forth in the preceding item, the duty to indemnify the beneficiary for any damage caused by the non-performance of obligations referred to in Article 127-22, paragraph (1) or (3).
(Handling in the Case the Issuer Pays Obligations Underlying Beneficial Claims Associated with Book-Entry Transfer Beneficial Interest in Error)
Article 127-25(1)Even if an issuer is acting in good faith, their payment of an obligation underlying a beneficial claim associated with the number of units of interest that the provisions of Article 127-23, paragraph (1), or paragraph (1) of the preceding Article determine the issuer as not having the duty to pay does not have the effect of extinguishing the issuer's obligations in respect of other book-entry transfer beneficial interest of that issue.
(2)In the case referred to in the preceding paragraph, a beneficiary does not assume the duty to return to the issuer the amount of the obligation paid as prescribed in that paragraph.
(3)If an issuer pays the obligation prescribed in paragraph (1), they acquire the rights of a beneficiary as under Article 127-23, paragraph (2), item (i), or paragraph (2), item (i) of the preceding Article toward the book-entry transfer institution or account management institution, to the extent of the amount prescribed in the preceding paragraph.
Section 4 Special Provisions of the Trust Act
(Special Provisions of the Trust Act on Information Required to Be Entered or Recorded in the Beneficial Interest Register)
Article 127-26A beneficial interest register that is for book-entry transfer beneficial interest must enter or record the fact indicating that this Act applies to that book-entry transfer beneficial interest.
(Presentation of Certificates)
Article 127-27(1)In order to exercise a beneficial interest (excludng the exercise of a beneficial claim), a beneficiary of a book-entry transfer beneficial interest must, after having been issued a document pursuant to the provisions of the main clause of paragraph (3), present that document to the issuer.
(2)In order to exercise their voting rights at a beneficiaries meeting, the beneficiary of a book-entry transfer beneficial interest must present the document prescribed in the preceding paragraph by one week prior to the date of the beneficiaries meeting, and also present it on the day of the meeting.
(3)A beneficiary of book-entry transfer beneficial interest may demand that their immediately superior institution issue a document certifying the information set forth in the items of Article 127-4, paragraph (3) with regard to book-entry transfer beneficial interest entered or recorded under their own account in the book-entry transfer account register kept by its immediately superior institution (excluding the information specified by order of the competent ministry); provided, however, that this does not apply to a person that has already been issued a document under this paragraph with regard to that book-entry transfer beneficial interest, and that has not returned that document to their immediately superior institution.
(4)A beneficiary that has been issued a document pursuant to the provisions of the main clause of the preceding paragraph may not file an application for a book-entry transfer or a deletion with respect to the book-entry transfer beneficial interest certified by the document until the beneficiary returns the document to the immediately superior institution referred to in that paragraph.
(Special Provisions of the Trust Act on the Demand to Purchase Beneficial Interest)
Article 127-28If a beneficiary of book-entry transfer beneficial interest demands the purchase of its rights on the book-entry transfer beneficial interest pursuant to the provisions of Article 103, paragraph (1) or (2) of the Trust Act, the issuer may request that, in exchange for paying for the book-entry transfer beneficial interest, the beneficiary file an application with its immediately superior institution to make book entries for the book-entry transfer beneficial interest using the issuer's account as the transferee account.
(Special Provisions of the Trust Act on Merger of Trusts)
Article 127-29(1)If a beneficial interest that is required to be extinguished in a merger of trusts is not a book-entry transfer beneficial interest and the trustee seeks to deliver book-entry transfer beneficial interest to a beneficiary at the time of the merger, the trustee must give the notice referred to in Article 127-6, paragraph (1), item (i) by using the day on which the merger of trusts takes effect as the fixed date referred to in that item.
(2)If a beneficial interest that is required to be extinguished in a merger of trusts is a book-entry transfer beneficial interest and the trustee seeks to deliver beneficiary interest that is not a book-entry transfer beneficial interest at the time of the merger, the trustee must give a notice on the deletion of all entries or records by using the day on which the merger of trusts takes effect as the date referred to in Article 127-10, paragraph (1), item (ii).
(Special Provisions of the Trust Act on Book-Entry Transfer Beneficial Interest)
Article 127-30In applying the provisions of the Trust Act that concern book-entry transfer beneficial interest, book-entry transfer beneficial interest is deemed to be a beneficial interest in a trust with certificates of beneficiary interest.
(Exclusion from Application)
Article 127-31The provisions of Article 186, items (iii) and (iv), Article 189, Article 194, Article 195, paragraph (1), Article 197, paragraphs (1) through (3), Article 198, paragraphs (1) and (2), Article 199, Article 200, paragraph (1), and Article 201, paragraph (1) do not apply to book-entry transfer beneficial interest.
Section 5 Miscellaneous Provisions
Article 127-32(1)If the notice referred to in Article 127-5, paragraph (1) has been given, the book-entry transfer institution that has been notified must immediately take measures that enable the participants to learn the information set forth in item (vii) of that paragraph concerning the issue of book-entry transfer beneficial interest related to the notice by the means prescribed by Cabinet Order.
(2)The expenses incurred for the measures referred to in the preceding paragraph are paid out of the trust property associated with the book-entry transfer beneficial interest referred to in that paragraph.
Chapter VII Book-Entry Transfer of Shares
Section 1 General Rules
Article 128(1)The attribution of rights under a share (excluding a share with restriction on transfer) in a company that does not have provisions on the issuance of share certificates in its articles of incorporation, which is handled by a book-entry transfer institution (hereinafter referred to as a "book-entry transfer share"), is determined by the entries or records in a book-entry transfer account register as under the provisions of this Chapter.
(2)The issuer must act with the consent of all of the incorporators or in accordance with the resolution at a board of directors meeting to give the consent referred to in Article 13, paragraph (1) for their shares.
Section 2 Book-Entry Transfer Account Registers
(Information Required to Be Entered or Recorded in a Book-Entry Transfer Account Register)
Article 129(1)A book-entry transfer account register is subdivided by account for each participant.
(2)The account of an account management institution in a book-entry transfer account register is subdivided as follows:
(i)an account in which entries or records are made for book-entry transfer shares under which the account management institution holds rights (hereinafter referred to as the institution's "own account" in this Chapter); and
(ii)an account in which entries or records are made for book-entry transfer shares under which the participants of the account management institution or its subordinate institution hold rights (hereinafter referred to as a "customer account" in this Chapter).
(3)Entries or records of the following information are to be made for each account (excluding a customer account) in a book-entry transfer account register:
(i)the name and address of the participant;
(ii)the issuer's trade name and the class of book-entry transfer shares, if the issuer is a company with class shares (hereinafter referred to as the "issue" in this Chapter);
(iii)the number of book-entry transfer shares by issue (other than those set forth in the following item);
(iv)if the participant is a pledgee, that fact, the number of book-entry transfer shares underlying the pledge by issue, the number of book-entry transfer shares underlying the pledge by issue for each shareholder, and the names and addresses of those shareholders;
(v)if the participant is the trustee of a trust, that fact and the number of book-entry transfer shares referred to in the preceding two items which constitute trust property;
(vi)if an entry or record has been made of the increase or reduction in the number referred to in item (iii) or (iv), whether it is an increase or a reduction, the number of the increases or reductions, and the date on which the entry or record was made; and
(vii)other information specified by Cabinet Order.
(4)Entries or records of the following information are to be made in the customer account in a book-entry transfer account register:
(i)the information set forth in items (i) and (ii) of the preceding paragraph;
(ii)the number of book-entry transfer shares, by issue; and
(iii)other information specified by Cabinet Order.
(5)If a book-entry transfer institution opens an institution-held account, it must create a subdivision for that account in the book-entry transfer account register and enter or record the following information:
(i)the issue;
(ii)the number of book-entry transfer shares, by issue; and
(iii)other information specified by Cabinet Order.
(6)A book-entry transfer account register may be created as an electronic or magnetic record (limited to one specified by order of the competent ministry).