Article 11(1)A fishery cooperative (referred to as a "cooperative" in this Chapter and Chapter IV) may engage in all or part of the following businesses:

(2)Notwithstanding the preceding paragraph, a cooperative that does not require its members to make capital contribution (referred to as a "cooperative requiring capital contribution" in this Chapter) may not engage in the business referred to in item (iii), (iv) or (xii) of that paragraph.

(3)A cooperative engaged in the business referred to in paragraph (1), item (iv) may engage in all or part of the following businesses for the benefit of its members:

(4)A cooperative engaged in both the businesses referred to in paragraph (1), items (iii) and (iv) may engage in the business activities prescribed by the following items regarding the securities stated in those items (excluding business conducted pursuant to the preceding paragraph), to the extent that it does not interfere with the businesses referred to in paragraph (1), items (iii) and (iv):

(5)A cooperative engaged in both the businesses referred to in paragraph (1), items (iii) and (iv) may engage in the following businesses to the extent that it does not interfere with the businesses referred to in paragraph (1), items (iii) and (iv):

(6)For the Trust Business Act (Act No. 154 of 2004) to be applied, a cooperative is deemed to be a company pursuant to Cabinet Order if it engages in the business referred to in item (ii) of the preceding paragraph.

(7)For the benefit of the cooperative members, a cooperative engaged in the business referred to in paragraph (1), item (xii) may act as an agent regarding the business operation of an insurance company (meaning an insurance company as prescribed by Article 2, paragraph (2) of the Insurance Business Act (Act No. 105 of 1995); the same applies below) or other equivalent person designated by the competent minister, or substitute for their business chores (limited to the substitution specified by Order of the Ministry of Agriculture, Forestry and Fisheries).

(8)In accordance with the articles of association, a cooperative may allow a person other than its member to use its services (in the case of the services referred to in paragraph (3), item (iii) and item (iv), the services are limited to those specified by an order of the competent ministry); provided, however, that the total amount of services that can be used by persons that are neither the cooperative members nor other cooperatives' members in a single fiscal year must not exceed the total amount of services used by the cooperative members and other cooperatives' members in that fiscal year (and must not exceed the amount specified by Cabinet Order, in the case of the services specified by Cabinet Order), except for the services stated in paragraph (3), items (ii) through (x) and item (xii), paragraph (4), and the preceding paragraph.

(9)For the proviso to the preceding paragraph to be applied when the following persons use the services stated in the following items, they are deemed to be cooperative members:

(10)Notwithstanding paragraph (8), a cooperative may lend the following funds in accordance with the articles of association, to the extent that it does not interfere with the business for the benefit of the cooperative members:

Article 11-2In carrying out its business, a cooperative must provide maximum consideration for the growth of fishery income while ensuring the sustainable utilization of fishery resources and the development of fishery productivity.

Article 11-3(1)A cooperative engaged in the business referred to in Article 11, paragraph (1), item (i) must obtain approval from the administrative authority if the cooperative intends to provide for regulations on the matters with which the cooperative members are to comply when engaging in fishery (including the recreational fishing boat business as provided for in Article 2, paragraph (1) of the Act on the Proper Implication of the Recreational Fishing Boat Businesses (Act No. 99 of 1988); the same applies in this Article) (referred to as the "resource management regulations"), in order to appropriately managing the method and period for gathering or catching aquatic animals and plants on certain waters and other matters, and properly manage fishery resources. The same applies if the cooperative intends to make a change to the regulations.

(2)The following matters are to be provided for in the resource management regulations:

(3)A cooperative that intends to obtain approval referred to in paragraph (1) (including approval of changes referred to in that paragraph; the same applies in paragraph (7)) must obtain the written consent of at least two-thirds of the cooperative members engaged in fishery covered by the resource management regulations in the waters covered by the resource management regulations, before the resolution at the general meeting under Article 48, paragraph (1), item (ii).

(4)In the case referred to in the preceding paragraph, if the articles of association provide that voting rights are to be exercised by an electronic or magnetic means (meaning a means using electronic information processing systems or other means using information and communication technologies as specified by Order of the Ministry of Agriculture, Forestry and Fisheries: the same applies below except for Article 126-4, paragraph (2), item (iii)), consent to the resource management regulations may be obtained by the electronic or magnetic means in lieu of the written consent. In this case, the cooperative is deemed to have obtained the written consent.

(5)A vote for consent to the resource management regulations obtained by an electronic or magnetic means referred to in the first sentence of the preceding paragraph (excluding the means prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries) is deemed to have reached the cooperative when it is saved in a file on a computer used by the cooperative.

(6)If the resource management agreement prescribed by Article 13, paragraph (1) of the Marine and Fisheries Resources Development Promotion Act (Act No. 60 of 1971), the rules for exercising fishery rights, or the rules for exercising rights to fish in waters belonging to another as prescribed by Article 105 of the Fishery Act (referred to as the "rules for exercising fishery rights or rights to fish in waters belonging to another" in this paragraph) have already been provided, the resource management regulations must be provided in accordance with the resource management agreement or the rules for exercising fishery rights or rights to fish in waters belonging to another.

(7)The provisions of Article 23 do not apply to monetary sanctions if the cooperative violates the resource management regulations approved under paragraph (1).

(8)Beyond what is provided for in the preceding paragraphs, matters necessary for the resource management regulations are specified by Cabinet Order.

Article 11-4(1)The total amount of capital contribution of the cooperative engaged in the business referred to in Article 11, paragraph (1), item (iv) or (xii) must be at least the amount specified by Cabinet Order depending on the categories specified by Cabinet Order.

(2)The amount specified by Cabinet Order as prescribed in the preceding paragraph must not be less than 100 million yen (or less than 10 million yen, if a cooperative satisfies the requirements by Cabinet Order regarding a number of its members (excluding cooperative members under Article 18, paragraph (5) (referred to as "associate members" in this Chapter and Chapter IV)), its geographical conditions and other particulars, or if a cooperative does not engage in the business referred to in Article 11, paragraph (1), item (iv)).

Article 11-5(1)If a cooperative intends to engage in the business referred to in Article 11, paragraph (1), item (iv), it must provide for its credit business provisions and obtain approval from the administrative authority.

(2)The credit business provisions stated in the preceding paragraph must include or enter the information specified by an order of the competent ministry concerning its business type and implementation method regarding the credit business (meaning the business referred to in Article 11, paragraph (1), items (iii) and (iv), the business referred to in Article 11, paragraph (1), item (v) that is stated in the items of Article 87, paragraph (3) (including business incidental to that business), and the business referred to in Article 11, paragraphs (3) through (5); the same applies in Article 11-8, paragraph (1), Article 11-10, Article 11-12, paragraph (2), Article 11-17, Article 17-14, paragraph (1), paragraph (2), items (i) and (ii), and paragraph (4), Article 34, paragraphs (3), (13) and (14), Article 50, item (iii)-2, Article 54-2, paragraphs (1), (2), (4) and (7), Article 58-3, paragraphs (1) and (6), Article 118, paragraph (5), item (ii), Article 122, paragraph (2), Article 123-2, paragraphs (1) and (3), Article 126, item (xii), Article 126-3, Article 127, paragraph (1), Article 127-2, item (i), and Article 127-3, item (v)).

(3)Changes to the credit business provisions (excluding minor matters and other matters prescribed by an order of the competent ministry) or their repeal does not take effect unless approved by the administrative authority.

(4)If a cooperative makes any change to the credit business provisions regarding the matters prescribed by an order of the competent ministry as prescribed by the preceding paragraph, the cooperative must notify the administrative authority of the change without delay.

(5)An application for approval referred to in paragraphs (1) and (3) must be filed together with documents specified by an order of the competent ministry.

Article 11-6If a cooperative engaged in the business referred to in Article 11, paragraph (1), item (iv) intends to engage in the business referred to in paragraph (3), item (vii)-2 of that Article, it must obtain approval from the administrative authority as prescribed by an order of the competent ministry for each foreign bank with which to enter into an agreement under which the cooperative is requested to engage in the business referred to in Article 11, paragraph (3), item (vii)-2.

Article 11-7If a cooperative lends the funds pursuant to Article 11, paragraph (10), and the total amount of the loans to persons that are neither its members nor other cooperatives' members in a fiscal year exceeds the total amount of loans given to its members and other cooperatives' members in that fiscal year multiplied by a percentage prescribed by Cabinet Order, the cooperative must obtain approval from the administrative authority each fiscal year regarding the maximum limit for loans to the persons that are neither its members nor other cooperatives' members in that fiscal year.

Article 11-8(1)In order to contribute to the sound management of the credit business by a cooperative engaged in the business stated in Article 11, paragraph (1), item (iv), the competent minister may provide for the following standards and other standards for the cooperative to determine the soundness of its management:

(2)The term "subsidiary" as used in the preceding paragraph means a company of which a cooperative has more than 50 percent of the voting rights vested in all shareholders or equity holders (meaning the voting rights vested in all shareholders or all equity holders; the same applies below) (in the case of a stock company, those voting rights exclude the voting rights affixed to the shares which do not entitle the holders to vote on all matters on which a resolution may be reached at a general meeting of shareholders, and include the voting rights affixed to the shares that are deemed to have voting rights pursuant to Article 879, paragraph (3) of the Companies Act (Act No. 86 of 2005); the same applies in this Article, Article 17-15, Article 87-2, Article 87-3, Article 100-3, Article 101, Article 122, and Article 130, paragraph (1), item (l)). In this case, a company is deemed to be a subsidiary of the cooperative, if the cooperative and one or more of its subsidiaries have more than 50 percent of the voting rights vested in all shareholders or equity holders of the company, or if one or more subsidiaries of the cooperative have more than 50 percent of the voting rights vested in all shareholders or equity holders of the company.

(3)In the case referred to in the preceding paragraph, voting rights vested in a cooperative or its subsidiary do not include the voting rights relating to shares or equity held by the cooperative or subsidiary as assets in trust relating to a trust of cash or securities (limited to voting rights which the settlor or beneficiary is entitled to exercise or entitled to instruct the cooperative or subsidiary to exercise) and other voting rights prescribed by an order of the competent ministry, and include the voting rights that relate to shares or equity in trust, and that the cooperative or subsidiary is entitled to exercise as a settlor or beneficiary, or entitled to give instructions for exercising as a settlor or beneficiary (excluding the voting rights prescribed by an order of the competent ministry), and voting rights relating to shares on which priority may not be claimed over the issuer pursuant to the provisions of Article 147, paragraph (1) or Article 148, paragraph (1) of the Act on the Transfer of Corporate Bonds, Shares, etc.

Article 11-9A cooperative engaged in the business referred to in Article 11, paragraph (1), item (iv) must not allow another person to engage in the business of lending funds, accepting a deposit for a savings or fixed-term installment savings account, discounting notes, or conducting fund transfer transactions under the cooperative's name.

Article 11-10A cooperative engaged in the business referred to in Article 11, paragraph (1), item (iv) must not take any of the following actions in relation to the credit business (excluding the actions stated in item (iv) in relation to the business of entering into a specified savings agreement prescribed by the following Article):

Article 11-11The provisions of Chapter III, Section 1, Subsection 5 of the Financial Instruments and Exchange Act (excluding Article 34-2, paragraphs (6) through (8) and Article 34-3, paragraphs (5) and (6)), Section 2, Subsection 1 of that Chapter (excluding the following: Articles 35 through 36-4; Article 37, paragraph (1), item (ii); Article 37-2; Article 37-3, paragraph (1), items (ii) and (vi) and paragraph (3); Article 37-5; Article 37-7; Article 38, items (i),(ii), (vii), and (viii); Article 38-2; the proviso to Article 39, paragraph (3); Article 39, paragraphs (4), (6), and (7); and Articles 40-2 through 40-7), and Article 45 of that Act (excluding items (iii) and (iv)) apply mutatis mutandis to a specified savings agreement with a cooperative engaged in the business referred to in Article 11, paragraph (1), item (iv) (the specified savings agreement means an agreement under which the cooperative accepts a deposit for a specified savings account; the same applies in Article 109 (the specified savings mean the savings or fixed-term installment savings specified by an order of the competent ministry with a risk of loss of their principal due to fluctuations in interest rates, currency prices, market prices in the financial instruments market prescribed by Article 2, paragraph (14) of that Act, or other indicators; the same applies in paragraph (1) of the following Article)). In this case, in these provisions, the term "financial instruments transaction contract" is deemed to be replaced with "specified savings agreement", and the term "financial instruments business" is deemed to be replaced with "business for entering into a specified savings agreement"; the term "Cabinet Office Order" in these provisions (excluding the provisions of the main clause of Article 39, paragraph (3) of that Act) is deemed to be replaced with "an order of the competent ministry"; the term "financial instruments transaction" in these provisions (excluding the provisions of Article 34 of that Act) is deemed to be replaced with "entering into a specified savings agreement"; the term "a contract for the financial instruments business operator, etc. to perform an act that constitutes a financial instruments transaction (meaning an act as set forth in the items of Article 2, paragraph (8); the same applies hereinafter) with the customer as the other party or on behalf of the customer" in Article 34 of that Act is deemed to be replaced with "a specified savings agreement prescribed by Article 11-11 of the Fishery Industry Cooperative Act"; the phrase "must deliver a document stating the following particulars to the customer in advance, pursuant to the provisions of Cabinet Office Order'' in Article 37-3, paragraph (1) of that Act is deemed to be replaced with "must deliver a document stating the following particulars to the customer pursuant to the provisions of an order of the competent ministry, and provide the customer with the details of the specified savings agreement and other information that is to serve as a reference for persons having savings or fixed-term installment savings account (referred to as "account holders" in this paragraph) in order to contribute to their protection, pursuant to the provisions of an order of the competent ministry"; in Article 39, paragraph (1), item (i) of that Act, the phrase "a purchase and sale or other transactions of securities (excluding a purchase and sale with a repurchase agreement and a permitted repurchase price, and other transactions specified by Cabinet Order) or a derivative transaction (collectively referred to as a 'purchase and sale or other transaction of securities, etc.' in this Article)" is deemed to be replaced with "entering into a specified savings agreement", the phrase "securities or derivative transactions (collectively referred to as 'securities, etc.' in this Article)" is deemed to be replaced with "specified savings agreements ", the phrase "customer (if a trust company, etc. (meaning a trust company or a financial institution that has obtained the authorization referred to in Article 1, paragraph (1) of the Act on Engagement in Trust Business by a Financial Institutions; the same applies hereinafter) conducts the purchase and sale of securities or a derivatives transaction on the account of a person that establishes a trust based on a trust contract, this includes the person that establishes the trust; the same applies in this Article)" is deemed to be replaced with "user", and the phrase "to supplement its profits" is deemed to be replaced with "to supplement its profits other than as under the specified savings agreement"; in Article 39, paragraph (1), item (ii) of that Act, the phrase "a purchase and sale or other transaction of securities, etc." is deemed to be replaced with "entering into a specified savings agreement", the term "securities, etc." is deemed to be re placed with "specified savings agreement", and the phrase "will add to the profits that the customer has accrued in connection with those securities, etc." is deemed to be replaced with "will add to the profits that the customer has accrued in connection with the specified savings agreement, other than as under the specified savings agreement"; in Article 39, paragraph (1), item (iii) of that Act, the phrase "a purchase and sale or other transaction of securities, etc." is deemed to be replaced with "entering into a specified savings agreement", the term "securities, etc." is deemed to be replaced with "specified savings agreement", and the phrase "to add to the profit that the customer has accrued in connection with those securities, etc." is deemed to be replaced with "to add to the profit that the customer has accrued in connection with the specified savings agreement, other than as under the specified savings agreement"; in Article 39, paragraph (2) of that Act, the phrase "a purchase and sale or other transaction of securities, etc." is deemed to be replaced with "entering into a specified savings agreement"; in Article 39, paragraph (3) of that Act, the phrase "which is specified by Cabinet Office Order as a potential cause of" is deemed to be replaced with "which may cause"; in Article 45-2 of that Act, the phrase "Articles 37-2 through 37-6, Article 40-2 paragraph (4), and Article 43-4" is deemed to be replaced with "Article 37-3 (limited to the part relating to the delivery of documents as referred to in paragraph (1) and excluding paragraph (1), items (ii) and (vi), and paragraph (3)), Article 37-4, and Article 37-6"; and necessary technical replacement of terms is specified by Cabinet Order.

Article 11-12(1)If a cooperative engaged in the business referred to in Article 11, paragraph (1), item (iv) accepts a deposit for a savings or fixed-term installment savings account (excluding the acceptance of a deposit for a specified savings account), the cooperative must provide the details of an agreement related to savings or fixed-term installment savings and other information that is to serve as a reference to a person having a savings or fixed-term installment savings account (referred to as an "account holder" in this paragraph and Article 110, paragraph (2), item (ii)) in order to contribute to the protection of the account holder, in accordance with the provisions of an order of the competent ministry.

(2)In addition to what is provided for in the preceding Article, the preceding paragraph, and other laws, a cooperative referred to in the preceding paragraph must explain important matters related to the credit business to the users, properly handle the information acquired on the users in relation to the credit business, appropriately carry out the credit business when requesting a third party to engage in the credit business, and take other measures to ensure the sound and appropriate operations, in accordance with the provisions of an order of the competent ministry.

Article 11-13(1)A cooperative engaged in the businesses referred to in Article 11, paragraph (1), item (iv) must take the measures stated in the following items in accordance with the categories of cases stated in those items:

(2)In the preceding paragraph, the meanings of the terms stated in the following items are as prescribed in those items:

(3)If a cooperative referred to in paragraph (1) takes measures to enter into a master agreement for implementation of dispute resolution procedures pursuant to that paragraph, the cooperative must publicize the trade name or the name of the designated credit business dispute resolution organization with which to enter into the master agreement.

(4)The provisions of paragraph (1) do not apply during the period specified in the following items in accordance with the categories of the cases stated in those items:

Article 11-14(1)An amount of credit or financial contribution (meaning credit or financial contribution specified by Cabinet Order (including those equivalent to credit or financial contribution); the same applies in this Article) that is to be extended or made to the same person (including any person having a special relationship with the same person as specified by Cabinet Order; the same applies in this Article) by a cooperative engaged in the business referred to in Article 11, paragraph (1), item (iv) must not exceed the amount of the cooperative's capital multiplied by a percentage specified by Cabinet Order (referred to as a "maximum amount of credit or contribution" in this Article), depending on the categories specified by Cabinet Order; provided, however, this does not apply if the amount of credit or financial contribution exceeds its maximum amount due to a merger of a person receiving the credit or financial contribution, their joint incorporation-type company split (meaning an incorporation-type company split in which a corporation jointly conducts a company split with another corporation), their absorption-type company split, or their acquisition of business, or there are other unavoidable reasons specified by Cabinet Order, and if the cooperative obtains approval from the administrative authority.

(2)If the cooperative referred to in the preceding paragraph has a subsidiary other than a company specified by an order of the competent ministry, or has a special relationship with any other person as specified by an order of the competent ministry (the subsidiary and the other person are referred to as a "subsidiary or other affiliated person" in this Article), the total amount of credit or financial contribution extended or made to the same person either by both the cooperative and its subsidiary or other affiliated person or by the subsidiary or other affiliated person solely must not exceed the net total of the capital amount of the cooperative and its subsidiary or other affiliated person multiplied by a percentage specified by Cabinet Order (referred to as the "combined maximum amount for credit or contribution" in this Article), depending on the categories specified by Cabinet Order. In this case, the provisions of the proviso to the preceding paragraph apply mutatis mutandis.

(3)The provisions of the preceding two paragraphs do not apply to extending or making the following credit or financial contribution:

(4)In the case referred to in paragraph (2), if the total amount of the credit or financial contribution extended or made to the same person either by both a cooperative and its subsidiary or other affiliated person or by the subsidiary or other affiliated person solely exceeds the combined maximum amount for credit or contribution, the amount of the excessive portion is deemed to be extended or made solely by the cooperative.

(5)If a cooperative referred to in paragraph (1) or its subsidiary or other affiliated person extends credit or makes financial contribution under any name or in any manner whatsoever for the purpose of evading the application of the main clause of paragraph (1) or the first sentence of paragraph (2), and any person other than the intended beneficiary receives the credit or financial contribution in reality, the credit or financial contribution is deemed to be extended or made to the person receiving it in reality, and those provisions apply.

(6)Beyond what is provided for in the preceding paragraphs, the method of calculating the amount of credit or financial contribution, the amount of the capital prescribed in paragraph (1), the maximum amount for credit or contribution, the net total of the capital amount prescribed in paragraph (2), and the combined maximum amount for credit or contribution and other matters necessary for the application of paragraphs (1) and (2) are prescribed by an order of the competent ministry.

Article 11-15A cooperative engaged in the business referred to in Article 11, paragraph (1), item (iv) or (xii) must not engage in the following transactions or take the following actions in connection with its specified relevant person or the service user of that person; provided, however, that this does not apply if there are unavoidable reasons as prescribed by an order of the competent ministry for the transaction or action, and if the cooperative obtains approval from the administrative authority:

Article 11-16(1)A cooperative engaged in the business referred to in Article 11, paragraph (1), item (iv) must establish a system for properly managing information concerning the business or services of the cooperative, a specified credit agent for whom the cooperative is the principal cooperative, or the cooperative's subsidiary financial institution or other prescribed person (limited to the business stated in item (iii) or (iv) of that paragraph, the specified credit agency business as prescribed by Article 106, paragraph (2), and other business or services prescribed by an order of the competent ministry) and appropriately monitoring the status of implementation of the businesses or services, and take other necessary measures pursuant to the provisions of an order of the competent ministry, in order to ensure that the interests of the users or customers relating to the business or services are not unjustifiably infringed in connection with the transactions conducted by the cooperative, the specified credit agent, the subsidiary financial institution or other prescribed person.

(2)The term "subsidiary financial institution or other prescribed person" referred to in the preceding paragraph means a person of which a cooperative holds a majority of the voting rights vested in all shareholders or equity holders or any other person designated by Cabinet Order as having a close relationship with the cooperative, such as a bank, financial instruments business operator (meaning a financial instruments business operator as prescribed by Article 2, paragraph (9) of the Financial Instruments and Exchange Act; the same applies in Article 15-16, paragraph(2)), insurance company, or other person engaged in financial business as specified by Cabinet Order.

Article 11-17A cooperative engaged in the business referred to in Article 11, paragraph (1), item (iv) must separate its accounting for credit business from its accounting for other businesses.

Article 12(1)A cooperative engaged in the storage business stated in Article 11, paragraph (1), item (vii) may issue warehouse receipts for the deposited goods of its members with the approval of the competent minister.

(2)A cooperative approved under the preceding paragraph must issue warehouse receipts for the deposited goods upon the demand of the depositor.

(3)The provisions of Articles 601 through 608 and Articles 613 and 614 of the Commercial Code (Act No. 48 of 1899) apply mutatis mutandis to warehouse receipts referred to in paragraph (1).

(4)The provisions of Article 8, paragraph (2), Article 12, Article 22 and Article 27 of the Warehousing Business Act (Act No. 121 of 1956) apply mutatis mutandis to the case referred to in paragraph (1). In this case, the term "Minister of Land, Infrastructure, Transport and Tourism" in these provisions is deemed to be replaced with "the competent minister", and the term "standards referred to in Article 6, paragraph (1), item (iv)" in Article 12 of that Act is deemed to be replaced with "standards specified by an order of the competent ministry".

Article 13(1)Warehouse receipts prepared by a cooperative approved under paragraph (1) of the preceding Article must contain the words "warehouse receipts" together with the name of the cooperative.

(2)Warehouse receipts prepared by a person who is not a cooperative must not contain the words "Fishery Cooperative Warehouse Receipt".

Article 14(1)The period of custody of deposited goods for which a cooperative has issued warehouse receipts is six months from the date of deposit.

(2)The period of custody of the deposited goods referred to in the preceding paragraph may be renewed for a period of up to six months; provided, however, that if a person holding the warehouse receipts at the time of renewal is not a cooperative member, it is renewed unless there is no impediment to the use of the warehouse by a cooperative member.

Article 15The provisions of Articles 609 through 612 and 615 through 617 of the Commercial Code apply mutatis mutandis to the issuance of warehouse receipts by a cooperative.

Article 15-2(1)If a cooperative intends to engage in the business referred to in Article 11, paragraph (1), item (xii), the cooperative must provide for the mutual aid insurance provisions stating the matters prescribed by Order of Ministry of Agriculture, Forestry and Fisheries regarding the types and implementation methods of its mutual aid insurance business (meaning the business referred to in that item (including business incidental to that business) and the business referred to in Article 11, paragraph (7); the same applies below), mutual aid insurance agreements, mutual aid insurance premiums, and methods for calculating the amount of policy reserves, and must obtain approval from the administrative authority.

(2)Changes to the mutual aid insurance provisions (excluding minor matters and other matters prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries) or their repeal does not take effect unless approved by the administrative authority.

(3)If a cooperative makes changes to the mutual aid insurance provisions regarding the matters prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries as referred to in the preceding paragraph, the cooperative must notify the administrative authority of the change without delay.

Article 15-3In order to contribute to the sound management of the mutual aid insurance business by a cooperative engaged in the business referred to in Article 11, paragraph (1), item (xii), the competent minister may use the following amounts and provide for the standards to determine whether a cooperative has an adequate ability to pay mutual aid insurance proceeds, refunds, and other benefits (referred to as "mutual aid insurance proceeds or other amounts" below), and other standards for the cooperative to determine the soundness of its management:

Article 15-4(1)A person that has applied for a mutual aid insurance agreement with a cooperative engaged in the business referred to in Article 11, paragraph (1), item (vii), or a mutual aid insurance policyholder that has entered into a mutual aid insurance agreement with the cooperative (referred to as "applicant or policyholder" in this Article) may withdraw the application or cancel the mutual aid insurance agreement in writing (referred to as "withdrawal of application or cancelation" in this Article), except for the following cases:

(2)In the case referred to in item (i) of the preceding paragraph, in lieu of issuing a document under that item, a cooperative referred to in that paragraph may use an electronic or magnetic means to provide the information to be included in the document with the consent of the applicant or policyholder in accordance with Order of the Ministry of Agriculture, Forestry and Fisheries. In this case, the cooperative that has used the electronic or magnetic means to provide the information to be included in the document is deemed to have issued the document.

(3)If the information to be to be included in the document as prescribed by paragraph (1), item (i) is provided by an electronic or magnetic means referred to in the first sentence of the preceding paragraph (excluding the means prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries as referred to in Article 11-3, paragraph (5)) in lieu of being provided by the document, the information is deemed to have reached the applicant or policyholder when the information is saved in a file on a computer used by the applicant or policyholder.

(4)The withdrawal of application or cancelation of a mutual aid insurance agreement takes effect when the document relating to the withdrawal or cancelation is issued.

(5)In the case of withdrawal of application or cancellation of a mutual aid insurance agreement, a cooperative referred to in paragraph (1) may not demand the applicant or policyholder make any payments such as damages or penalties due to the withdrawal or cancelation; provided, however, that, if a mutual aid insurance agreement is cancelled pursuant to the provisions of that paragraph, this does not apply to the amount of mutual aid insurance premiums prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries as the premiums to be paid for the period until the cancellation.

(6)In the case of withdrawal of application or cancellation of a mutual aid insurance agreement, if a cooperative referred to in paragraph (1) has received any payments in connection with the application or agreement, the cooperative must promptly return the payments to the applicant or policyholder; provided, however, that this does not apply to the amount prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries as referred to in the proviso to the preceding paragraph which are received as advance payment of mutual aid insurance premiums in connection with the agreement.

(7)In the case of withdrawal of application or cancellation of a mutual aid insurance agreement, if a mutual aid insurance agent has already received any payments in connection with the agreement, the agent must promptly return the payments to the applicant or policyholder.

(8)If a mutual aid insurance agent has made any payments such as damages to a cooperative referred to paragraph (1) in connection with the withdrawal of application or cancelation of a mutual aid insurance agreement, the mutual aid insurance agent may not demand the withdrawing or cancelling person make any payments such as damages to the agent in connection with what the agent has paid.

(9)If the bases for mutual aid insurance proceeds payment have already existed at the time of withdrawal of application or cancelation of a mutual aid insurance agreement, the withdrawal or cancellation does not take effect; provided, however, that this does not apply if the withdrawing or cancelling person has known that the bases for mutual aid insurance proceeds payment have already existed at the time of withdrawal or cancelation.

(10)Any special provisions contrary to paragraph (1) and paragraphs (4) through preceding Article are invalid if they are detrimental to the applicant's or policyholder's interests.

Article 15-5(1)A cooperative engaged in the business referred to in Article 11, paragraph (1), item (xii) or its mutual aid insurance agent must provide the details of a mutual aid insurance agreement or other information that is to serve as a reference for a mutual aid insurance policyholder, person covered by the mutual insurance policy, person who is to receive the mutual aid insurance proceeds, or other persons concerned (collectively referred to as a "mutual aid insurance policyholder or relevant person" below) pursuant to the provisions of Order of the Ministry of Agriculture, Forestry and Fisheries for their protection, in relation to the following actions: entering into a mutual aid insurance agreement; acting as an agent or intermediary regarding a mutual aid insurance agreement; soliciting a person to become a party to an agreement for mutual aid group insurance (meaning mutual aid group insurance under which an organization or its representative is made the policyholder, and persons belonging to the organization are made the persons covered by the insurance policy; the same applies below), into which the cooperative or its mutual aid insurance agent has entered or for which they have acted as an agent or intermediary; or other actions that the cooperative or its mutual aid insurance agent takes in order to have a person become a party to an agreement for mutual aid group insurance (the other actions mentioned above include actions to have a person become a party to an agreement for mutual aid group insurance, which are taken by a person other than those acting as an agent or intermediary regarding the agreement, and do not include actions to have a person become a party to an agreement for mutual aid group insurance, when a mutual aid group insurance policyholder or a person having a special relationship with the policyholder as specified by Order of the Ministry of Agriculture, Forestry and Fisheries takes those actions in the case specified by Order of the Ministry of Agriculture, Forestry and Fisheries in which the person becoming a party to the agreement is expected to be provided with the necessary information by the policyholder in an appropriate manner; the same applies in the following Article and Article 15-9); provided, however, that this does not apply to the case prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries as being not likely to fail to protect a mutual aid insurance policyholder or relevant person.

(2)The provisions of the preceding paragraph do not apply to entering into a specified mutual aid insurance agreement as prescribed by Article 15-12.

(3)If a mutual aid insurance agent intends to act as an agent or intermediary for a cooperative entering into a mutual aid insurance agreement, the mutual aid insurance agent must clarify the following matters to the users in advance:

Article 15-6With the understanding of the intentions of the users and in accordance with the intentions, a cooperative engaged in the business referred to in Article 11, paragraph (1), item (xii) or its mutual aid insurance agent must make a proposal for a mutual aid insurance agreement to be entered into or otherwise reached (meaning when the user enters into a mutual aid insurance agreement or becomes a party to the agreement; the same applies in this Article), explain the details of the agreement, and provide an opportunity in which the users can confirm whether the details of the agreement reflect their intentions, when the agreement is entered into or otherwise reached, in relation to the following actions: entering into a mutual aid insurance agreement; acting as an agent or intermediary regarding a mutual aid insurance agreement; soliciting a person to become a party to an agreement for mutual aid group insurance, into which the cooperative or its mutual aid insurance agent has entered or for which they have acted as an agent or intermediary; or other actions that the cooperative or its mutual aid insurance agent takes in order to have a person become a party to an agreement for mutual aid group insurance; provided, however, that this does not apply to the cases prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries as being not likely to fail to protect a mutual aid insurance policyholder or relevant person.

Article 15-7In addition to what is provided for in this Act and other laws, a mutual aid insurance agent must explain important matters to the users in relation to operation of their business when acting as an agent or intermediary regarding a mutual aid insurance agreement, or otherwise take measures to ensure the sound and appropriate operation of their business pursuant to the provisions of Order of the Ministry of Agriculture, and Fisheries (the business mentioned above includes the business related to actions to have a person becoming a party to an agreement for mutual aid group insurance for which the mutual aid insurance agent has acted as an agent or intermediary, and other business closely related to acting as an agent or intermediary regarding a mutual aid insurance agreement).

Article 15-8(1)A mutual aid insurance agent must not act as an agent or intermediary mainly for purpose of a mutual aid insurance agreement under which the mutual aid insurance agent is made the policyholder or person covered by the insurance policy (this agreement is referred to as a "self-dealing agreement" in the following paragraph).

(2)For the provisions of the preceding paragraph to be applied, a mutual aid insurance agent is deemed to be acting as an agent or intermediary mainly for the purpose of a self-dealing agreement, if the total mutual aid insurance premium amount calculated as prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries for the self-dealing agreements for which the mutual aid insurance agent has acted as an agent or intermediary exceeds 50% or more of the total mutual aid insurance premium amount calculated as prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries for all the mutual aid insurance agreements for which the mutual aid insurance agent has acted as an agent or intermediary.

Article 15-9A cooperative engaged in the business referred to in Article 11, paragraph (1), item (xii) or its mutual aid insurance agent must not take the actions stated in the following items (the actions are limited to those stated in item (i) (limited to when related to a person covered by the mutual aid insurance policy) in relation to soliciting a person to become a party to an agreement for mutual aid group insurance or in relation to other actions taken in order to have a person become a party to the agreement; and the actions include neither the failure to provide the mutual aid insurance policyholder or person covered by the mutual aid insurance policy with the important matters included in the terms of the mutual aid insurance agreement that would affect their decision-making, nor the actions stated in item (iv) in relation to entering into a specified mutual aid insurance agreement as prescribed by Article 15-12), in relation to entering into a mutual aid insurance agreement, in relation to acting as an agent or intermediary regarding a mutual aid insurance agreement, in relation to soliciting a person to become a party to an agreement for mutual aid group insurance into which the cooperative or its mutual aid insurance agent has entered or for which they have acted as an agent or intermediary, or in relation to other actions taken in order to having a person become a party to an agreement for mutual aid group insurance; provided, however, that this does not apply to failure to provide the important matters stated in item (i) in the cases prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries as referred to in the proviso to Article 15-5, paragraph (1):

Article 15-10(1)The provisions of Article 303, Article 304, Article 305, paragraph (1), Article 306, and Article 307, paragraph (1) (limited to the part relating to item (iii)) of the Insurance Business Act apply mutatis mutandis to a mutual aid insurance agent. In this case, in Article 303 of that Act, the term "Cabinet Office Order" is deemed to be replaced with "Order of the Ministry of Agriculture, Forestry and Fisheries" and the phrase "limited to a large-sized agent specified by Cabinet Office Order; in case of a life insurance agent, limited to a person entrusted from a life insurance company or a person who received re-entrustment from the relevant person, or in case of a small amount and short term insurance agent, limited to a person entrusted from a small amount and short term insurer a person who received re-entrustment from the relevant person" is deemed to be replaced with "limited to a large-sized agent specified by Order of the Ministry of Agriculture, Forestry and Fisheries"; in Article 304 of that Act, the term "Cabinet Office Order" is deemed to be replaced with "Order of the Ministry of Agriculture, Forestry and Fisheries", the phrase "within three months" is deemed to be replaced with "within three months (on within two weeks from the date on which a regular general meeting is closed, in the case of a fishery cooperative)", and the term "the Prime Minister" is deemed to be replaced with "the administrative authority"; in Article 305, paragraph (1) and Article 306, the term "the Prime Minister" is deemed to be replaced with "the administrative authority"; in Article 307, paragraph (1), the term "the Prime Minister" is deemed to be replaced with "the administrative authority" and the phrase "revoke the registration under Article 276 or 286, or order total or partial suspension of its business for a period not exceeding six months if a specified insurance agent or an insurance broker falls under any of the following items" is deemed to be replaced with "order a specified insurance agent or an insurance broker to be suspended from acting as an agent or intermediary regarding a mutual aid insurance agreement for a period not exceeding six months if they fall under item (iii)".

(2)The provisions of Article 311 of the Insurance Business Act apply mutatis mutandis to the officials who enter the office, question the relevant persons, or inspect the relevant status or documents pursuant to the provision of Article 305, paragraph (1) of that Act as applied mutatis mutandis pursuant to the preceding paragraph.

Article 15-11A cooperative engaged in the business referred to in Article 11, paragraph (1), item (xii) must not request a mutual aid insurance agent to act as an agent or intermediary when entering into a specified mutual aid insurance agreement as prescribed by the following Article.

Article 15-12The provisions of Chapter III, Section 1, Subsection 5 of the Financial Instruments and Exchange Act (excluding Article 34-2, paragraphs (6) through (8), Article 34-3, paragraphs (5) and (6)) and Section 2, Subsection 1 (excluding Articles 35 through 36-4, Article 37, paragraph (1), item (ii), Article 37-2, Article 37-3, paragraph (1), items (ii) and (vi) and paragraph (3), Articles 37-5 through 37-7, Article 38, items (i), (vii) and (viii), Article 38-2, the proviso to Article 39, paragraph (3), Article 39, paragraphs (4), (6), and (7), Articles 40-2 through 40-7) and Article 45 (excluding items (iii) and (iv)) apply mutatis mutandis to a specified mutual aid insurance agreement with a cooperative engaged in the business referred to in Article 11, paragraph (1), item (xii) (the specified mutual aid insurance agreement means an agreement prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries with a risk of a deficit due to fluctuations in interest rates, currency prices, market prices in the financial instruments market prescribed in Article 2, paragraph (14) of that Act, or other indicators (the risk of a deficit refers to a risk as a result of total mutual aid insurance premium payments exceeding a total of mutual aid insurance proceeds and other amounts received as under a mutual aid insurance agreement)). In this case, in these provisions, the term "financial instruments transaction contracts" is deemed to be replaced with "specified mutual aid insurance agreements", and the term "financial instruments business" is deemed to be replaced with "business of entering into a specified mutual aid insurance agreement"; the term "Cabinet Office Order" in these provisions (excluding the main clause of Article 39, paragraph (3) of that Act) is deemed to be replaced with "Order of the Ministry of Agriculture, Forestry and Fisheries"; the term "an act that constitutes a financial instruments transaction" in the provisions of these provisions (excluding Article 34 of that Act) is deemed to be replaced with "entering into a specified mutual aid insurance agreement"; and the phrase "an act that constitutes a financial instruments transaction (meaning an action stated in the items of Article 2, paragraph (8)) with or for a customer" in Article 34 of that Act is deemed to be replaced with "a specified mutual aid agreement prescribed by Article 15-12 of the Fishery Industry Cooperative Act"; and the phrase "must deliver a document stating the following particulars to the customer in advance, pursuant to the provisions of Cabinet Office Order" in Article 37-3, paragraph (1) of that Act is deemed to be replaced with "must deliver a document stating the following particulars to the customer in advance, pursuant to the provisions of Order of Ministry of Agriculture, Forestry and Fisheries, and must also provide the details of a mutual aid insurance agreement or other information that is to serve as a reference for a mutual aid insurance policyholder or relevant person (meaning a mutual aid insurance policyholder or relevant person as prescribed by Article 15-5, paragraph (1) of the Fishery Industry Cooperative Act; the same applies below) in order to contribute to their protection, pursuant to the provisions of Order of the Ministry of Agriculture, Forestry and Fisheries"; in Article 39, paragraph (1), item (i) of that Act, the phrase "a purchase and sale or other transaction of securities (excluding a purchase and sale with a repurchase requirement and a predetermined repurchase price, and other transactions specified by Cabinet Order) or a derivatives transaction (hereinafter collectively referred to as a 'purchase and sale or other transaction of securities, etc.' in this Article)" is deemed to be replaced with "entering into a specified mutual aid insurance agreement", and the phrase "the securities or derivatives transaction (hereinafter collectively referred to as "securities, etc." in this Article)" is deemed to be replaced with "the specified mutual aid insurance agreement", the term "the customer (if a trust company, etc. (meaning a trust company or a financial institution that has obtained the authorization referred to in Article 1, paragraph (1) of the Act on Engagement in Trust Business by a Financial Institution; the same applies hereinafter) conducts the purchase and sale of securities or a derivatives transaction on the account of a person that establishes a trust based a trust contract, this includes the person that establishes the trust; hereinafter the same applies in this Article)" is deemed to be replaced with "the user", the term "a loss" is deemed to be replaced with "a loss (meaning the amount arrived at when the total amount of mutual aid insurance proceeds and other amounts (meaning mutual aid insurance proceeds and other amounts prescribed by Article 15-3 of the Fishery Industry Cooperative Act) are deducted from the total amount of mutual aid premiums, if the user's total mutual aid insurance premium payments exceed the total mutual aid insurance proceeds and other amounts received as under the mutual aid insurance agreement)", and the phrase "to supplement its profits" is deemed to be replaced with "to supplement its profits other than as under the specified mutual aid insurance agreement"; in item (ii) of that paragraph, the term "a purchase and sale or other transaction of securities, etc." is deemed to be replaced with "entering into a specified mutual aid insurance agreement", the term "securities, etc." is deemed to be replaced with "the specified mutual aid insurance agreement", and the phrase "to add to the profits that" is deemed to be replaced with "to add to the profits other than as under the specified mutual aid insurance agreement, which"; in item (iii) of that paragraph, the term "a purchase and sale or other transaction of securities, etc." is deemed to be replaced with "entering into a specified mutual aid insurance agreement", the term "securities, etc." is deemed to be replaced with "the specified mutual aid insurance agreement", and the phrase "to add to the profit that" is deemed to be replaced with "to add to the profit other than as under the specified mutual aid insurance agreement, which"; in paragraph (2) of that Article, the term "a purchase and sale or other transaction of securities, etc." is deemed to be replaced with "entering into a specified mutual aid insurance agreement", and the phrase "which is specified by Cabinet Office Order as a potential cause of" is deemed to be replaced with "which may cause"; in Article 45, item (ii), the phrase "Articles 37-2 through 37-6, Article 40-2, paragraph (4), and Article 43-4" is deemed to be replaced with "Article 37-3 (limited to the part relating to the matters stated in the items of paragraph (1), and excluding items (ii) and (vi) of that paragraph, and paragraph (3)), Article 37-4"; and the necessary technical replacement is specified by Cabinet Order.

Article 15-13(1)A cooperative engaged in the business referred to in Article 11, paragraph (1), item (xii) is liable to compensate for any damage that its mutual aid insurance agent has caused to a mutual aid insurance policyholder when acting as an agent or intermediary for the cooperative entering into a mutual aid insurance agreement.

(2)The provisions of the preceding paragraph do not apply if the cooperative referred to in the preceding paragraph has paid due attention when requesting the mutual aid insurance agent to act as an agent or intermediary for the cooperative, and the cooperative has also tried to prevent any damage to the mutual aid insurance policyholder by the mutual aid insurance agent when acting as an agent or intermediary for the cooperative entering into the mutual aid insurance agreement.

(3)The provisions of paragraph (1) do not preclude the cooperative referred to in that paragraph from exercising its right to indemnification from its mutual aid insurance agent.

(4)The provisions of Articles 724 and 724-2 of the Civil Code (Act No. 89 of 1896) apply mutatis mutandis to the right to claim damages under paragraph (1).

Article 15-14In addition to what is provided for by this Act and other laws, a cooperative engaged in the business referred to in Article 11, paragraph (1), item (xii) must explain important matters related to the mutual aid insurance business to the users, properly handle information acquired on the users in relation to the mutual aid insurance business, appropriately carry out the mutual aid insurance business when requesting a third party to engage in the mutual aid insurance business, and take other measures to ensure sound and appropriate operations, in accordance with the provisions of Order of the Ministry of Agriculture, Forestry and Fisheries.

Article 15-15(1)A cooperative engaged in the businesses referred to in Article 11, paragraph (1), item (xii) must take the measures stated in the following items in accordance with the categories of cases stated in the item:

(2)In the preceding paragraph, the meanings of the terms stated in the following items are as prescribed in those items:

(3)If a cooperative referred to in paragraph (1) takes measures to enter into a master agreement for implementation of dispute resolution procedures pursuant to that paragraph, the cooperative must publicize the trade name or the name of the designated mutual aid insurance business dispute resolution organization with which to enter into the master agreement.

(4)The provisions of paragraph (1) do not apply during the period specified in the following items in accordance with the categories of the cases stated in the items:

Article 15-16(1)A cooperative engaged in the business referred to in Article 11, paragraph (1), item (xii) must establish a system for properly managing information concerning the business or services of the cooperative or its subsidiary financial institution or other prescribed person (limited to the business referred to in that item, and other business or services prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries) and appropriately monitoring the status of implementation of the business or services, and take other necessary measures in accordance with Order of the Ministry of Agriculture, Forestry and Fisheries, in order to ensure that the interests of the users or customers relating to the business or services are not unjustifiably infringed in connection with the transactions conducted by the cooperative, the subsidiary financial institution or other prescribed person.

(2)The term "subsidiary financial institution or other prescribed person" referred to in the preceding paragraph means a person of which a cooperative holds a majority of the voting rights vested in all shareholders or equity holders or any other person designated by Cabinet Order as having close relationship with the cooperative, such as an insurance company, bank, financial instruments business operator, or other person engaged in financial business as specified by Cabinet Order.

Article 15-17A cooperative engaged in the business referred to in Article 11, paragraph (1), item (xii) must set aside policy reserves at the end of each fiscal year pursuant to Order of the Ministry of Agriculture, Forestry and Fisheries in order to be in a position to provide for the future performance obligated under the mutual aid insurance agreement.

Article 15-18At the end of each fiscal year, a cooperative engaged in the business referred to in Article 11, paragraph (1), item (xii) must set aside reserves for accounts payable in accordance with Order of the Ministry of Agriculture, Forestry and Fisheries, if any mutual aid insurance proceeds or other amounts are obliged to be paid under the mutual aid insurance agreement or otherwise in an equivalent state prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries, and if any funds have not been allocated for their disbursement.

Article 15-19(1)At the end of each fiscal year, a cooperative engaged in the business referred to in Article 11, paragraph (1), item (xii) must set aside reserves for price fluctuation, if its assets classified under an account for mutual aid insurance business pursuant to Article 15-21 contain assets specified by Order of the Ministry of Agriculture, Forestry and Fisheries as those that may cause a loss due to price fluctuations (the contained assets are referred to as "specified assets" in the following paragraph); provided, however, that, if the cooperative has obtained approval from the administrative authority for being released from setting aside all or part of the reserves, this does not apply to the amounts so approved.

(2)A cooperative must not use reserves for price fluctuation referred to in the preceding paragraph, unless the cooperative's loss due to buying, selling or other actions related to specified assets (meaning loss due to buying, selling, re-rating, fluctuations in foreign exchange rates, and redeeming) exceeds the cooperative's profit arising from buying, selling or other actions related to specified assets (meaning profits arising from buying, selling, re-rating, fluctuations in foreign exchange rates, and redeeming), and the cooperative uses the reserves to cover the difference between the profit and loss; provided, however, that, this does not apply if the cooperative has obtained approval form the administrative authority.

Article 15-20(1)If a cooperative engaged in the business referred to in Article 11, paragraph (1), item (xii) provides distribution to mutual aid insurance policyholders (the provision of the distribution refers to distributing amounts of money to mutual aid insurance policyholders, if the mutual insurance aid insurance provisions have prescribed that the cooperative distributes all or part of the gain yielded from the investment of the mutual aid insurance premiums or the money received as the mutual aid insurance premiums, if the gain cannot be allocated for payment of mutual aid insurance proceeds and other amounts, expenditure of business expenses, or payment of other expenses; the same applies below), the cooperative must provide distribution in accordance with the standards prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries as those for fair and equitable distribution.

(2)Matters necessary for setting aside reserves or otherwise necessary for providing distribution to mutual aid insurance policyholders are prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries.

Article 15-21A cooperative engaged in the business referred to in Article 11, paragraph (1), item (xii) must separate its accounting for the mutual aid insurance business from its accounting for other businesses.

Article 15-22(1)A cooperative engaged in the business referred to in Article 11, paragraph (1), item (xii) must establish a special account only for the assets to be used for policy reserves in connection with mutual aid insurance agreements prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries, which is separately from other assets (referred to as a "special account" in the following paragraph).

(2)Except as provided by Order of the Ministry of Agriculture, Forestry and Fisheries, a cooperative referred to in the preceding paragraph must not engage in the following actions:

Article 15-23A cooperative engaged in the businesses referred to in Article 11, paragraph (1), item (xii) must not invest its assets classified under an account for mutual aid insurance business pursuant to Article 15-21, except in a manner prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries.

Article 15-24(1)A cooperative engaged in the business referred to in Article 11, paragraph (1), item (xii) (excluding a cooperative satisfying the requirements prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries) must appoint a mutual aid insurance actuary at a meeting of its board of directors (or at its supervisory committee meeting, in the case of a cooperative with supervisory committee members as prescribed by Article 34-2, paragraph (4)) and have the actuary engage in matters prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries related to the actuarial calculation for mutual aid insurance such as a method for calculating mutual aid insurance premiums or other matters.

(2)A mutual aid insurance actuary must satisfy the requirements specified by Order of the Ministry of Agriculture, Forestry and Fisheries for persons having the necessary knowledge and experience regarding actuarial calculation for mutual aid insurance.

Article 15-25(1)At the end of each fiscal year, a mutual aid insurance actuary must confirm the following matters as prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries, and must submit a written opinion including the accounting results to the board of directors:

(2)If a mutual aid insurance actuary submits the written opinion referred to in the preceding paragraph to the board of directors, the actuary must submit its copy to the administrative authority without delay.

(3)The administrative authority may request a mutual aid insurance actuary to explain the copy of the written opinion referred to in the preceding paragraph and also give opinions on other actuary matters relevant to actuary's duties.

(4)Beyond what is provided for in the preceding three paragraphs, matters necessary for the written opinion referred to in paragraph (1) are prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries.

Article 15-26If a mutual aid insurance actuary violates this Act or any disposition by the administrative authority based on this Act, the administrative authority may order the cooperative to dismiss the mutual aid insurance actuary.

Article 16(1)A collective bargaining agreement referred to in Article 11, paragraph (1), item (xv) takes effect when it is in writing.

(2)If the details of an agreement entered into by a cooperative member are in violation of the provisional standards prescribed by a collective bargaining agreement referred to in the preceding paragraph, the details are substituted for by the provisional standards for the portion of the agreement that is in violation of the provisional standards.

Article 17(1)A cooperative may engage in fishery and any incidental business in addition to the businesses prescribed by Article 11, if the cooperative requires its members to make capital contribution pursuant to Article 19, paragraph (1), and its members and persons in the same household with them account for one-third or more of the persons to be regularly engaged in the cooperative's fishery or any incidental business.

(2)In order for a cooperative to engage in fishery pursuant to the preceding paragraph, the written consent of two-thirds or more of its members is required.

(3)In the case referred to in the preceding paragraph, if the articles of association provide for voting by an electronic or magnetic means, consent to engage in the fishery may be obtained by the electronic or magnetic means in lieu of the written consent. In this case, the cooperative is deemed to have obtained the written consent.

(4)If a cooperative engaged in fishery and any incidental business pursuant to the preceding three paragraphs no longer satisfies the condition referred to in paragraph (1), it must notify the administrative authority to that effect and change its articles of association as necessary to discontinue the businesses, without delay. In that case, the cooperative may continue its businesses until the articles of association are changed.

Article 17-2(1)Upon facing a possibility to discontinue the mutual aid insurance business due to the status of its business operations or assets, a cooperative engaged in the business referred to in Article 11, paragraph (1), item (vii) may propose to the administrative authority an amendment to the terms of its mutual aid insurance agreement (excluding agreements not subject to an amendment) such as reduction of the mutual aid insurance proceeds (referred to as an "amendment to the terms of an agreement" below).

(2)If a cooperative referred to in the preceding paragraph makes a proposal referred to in that paragraph, the cooperative must state in writing that it would be possible to discontinue the mutual aid insurance business without an amendment to the terms of its agreement and it is unavoidable to make the amendment for the protection of its mutual aid insurance policyholders or relevant persons, together with the reasons.

(3)If the administrative authority finds that there are reasonable grounds for a proposal referred to in paragraph (1), the administrative authority is to approve the proposal.

(4)The "agreement not subject to an amendment" prescribed by paragraph (1) means a mutual aid insurance agreement for which an accident to be covered by it has already occurred on or before the base date of an amendment to the terms of its agreement (this agreement is limited to an agreement that is to expire upon paying out mutual aid insurance proceeds for an accident covered by it), and other mutual aid insurance agreements specified by Cabinet Order.

Article 17-3If the administrative authority grants approval under paragraph (3) of the preceding Article and finds it necessary for the protection of mutual aid insurance policyholders or relevant persons, the administrative authority may order the cooperative to suspend its business relating to cancellation of a mutual aid insurance agreement or take other necessary measures within a specified period.

Article 17-4(1)An amendment to the terms of an agreement must not affect any rights under a mutual aid agreement in connection with policy reserves to be set aside until the base date of the amendment.

(2)An assumed interest rate serving as a basis for calculating mutual aid insurance proceeds and other amounts subject to an amendment to the terms of an agreement must not be less than a rate prescribed by Cabinet Order, in consideration of the status of asset investment and other circumstances regarding a cooperative engaged in the business referred to in Article 11, paragraph (1), item (xii) from the standpoint of protecting mutual aid insurance policyholders or relevant persons.

Article 17-5(1)If a cooperative engaged in the business stated in Article 11, paragraph (1), item (xii) intends to amend the terms of its agreement, the cooperative must obtain approval under Article 17-2, paragraph (3) and pass a resolution on the amendment at a general meeting.

(2)The provisions of Article 50 apply mutatis mutandis to a resolution referred to in the preceding paragraph.

(3)For a resolution referred to in paragraph (1), a cooperative referred to in that paragraph must issue notification referred to in Article 47-5, paragraph (1) or (2), stating the unavoidable grounds for the amendment to the terms of the agreement, details of the amendment, the projected status of the business operations and assets after the amendment, matters related to servicing debts to creditors other than mutual aid insurance policyholders or relevant persons, matters related to management responsibility, and other matters specified by Order of the Ministry of Agriculture, Forestry and Fisheries, in addition to the purpose of the general meeting.

(4)For a resolution referred to in paragraph (1), if there is a policy concerning distribution to mutual aid insurance policyholders or other payments under a mutual aid insurance agreement subject to an amendment to the terms, the details of the policy must be stated in the notification referred to in the preceding paragraph.

(5)The details of the policy referred to in the preceding paragraph must be included or entered in the articles of association.

Article 17-6(1)Notwithstanding Article 50 (including as applied mutatis mutandis pursuant to paragraph (2) of the preceding Article), a resolution referred to in paragraph (1) of the preceding Article and a resolution on the matters referred to in Article 50, paragraph (1), item (i), (ii) or (iii)-2, introduced together with the aforementioned resolution, may be reached provisionally by two-thirds or more of the votes cast by the cooperative members present at a general meeting.

(2)If a resolution is reached provisionally pursuant to the preceding paragraph (the resolution is referred to as a "provisional resolution" in this Article), a notice of a summary of the provisional resolution must be given to the cooperative members (excluding associate members), and the general meeting must be convened again within one month of the date of the provisional resolution.

(3)If the provisional resolution is approved at the general meeting convened again as referred to in the preceding paragraph by the same percentage of votes as provided in paragraph (1), a formal resolution is deemed to have been reached on the matters provisionally resolved, at the time of the approval at the general meeting convened again.

Article 17-7(1)From two weeks before the date of adaptation of a resolution referred to in Article 17-5, paragraph (1) until the date of public notice under Article 17-13, paragraph (1), a director of a cooperative engaged in the business referred to in Article 11, paragraph(1), item (xii) must keep documents or electronic or magnetic records stating the following information at each office (the electronic or magnetic records mean records that are created by an electronic means, magnetic means, or other means that cannot be recognized by human perception, and that are specified by Order of the Ministry of Agriculture, Forestry and Fisheries as used for information processing by computers; the same applies below): the unavoidable grounds for an amendment to the terms of an agreement; details of the amendment ; the projected status of the business operations and assets after the amendment; matters related to servicing debts to creditors other than mutual aid insurance policyholders and relevant persons; matters related to management responsibility; other matters specified by Order of the Ministry of Agriculture, Forestry and Fisheries; and a policy referred to in Article 17-5, paragraph (4), if the policy has been prepared.

(2)At any time during the business hours of a cooperative, any of its members or mutual aid insurance policyholders may make the following demands to the cooperative director; in this case, the director must not refuse the demand without a justifiable reason:

(3)A cooperative member or mutual aid insurance policyholder must pay the expenses determined by the cooperative in order to make a demand stated in item (ii) or (iv) of the preceding paragraph.

Article 17-8(1)If the administrative authority has given approval under Article 17-2, paragraph (3) and has also found it necessary, the administrative authority may appoint a mutual aid insurance investigator and have the investigator investigate the details of the amendment to the terms of the agreement or other matters.

(2)In the case referred to in the preceding paragraph, the administrative authority must specify the matters to be investigated by a mutual aid insurance investigator and the time limit by which the results of the investigation should be reported to the administrative authority.

(3)The administrative authority may dismiss a mutual aid insurance investigator if it finds that the investigator is not properly conducting the investigation.

(4)The provisions of Article 60 and Article 61, paragraph (1) of the Civil Rehabilitation Act (Act No. 225 of 1999) apply mutatis mutandis to a mutual aid insurance investigator. In this case, the term "court" in the paragraph is deemed to be replaced with "administrative authority".

(5)The expenses and remuneration referred to in Article 61, paragraph (1) of the Civil Rehabilitation Act as applied mutatis mutandis pursuant to the preceding paragraph is to be borne by a cooperative with the approval under Article 17-2, paragraph (3) (referred to as a "cooperative subject to investigation" below).

Article 17-9(1)A mutual aid insurance investigator may require the officers, counselors, and other employees of the cooperative subject to the investigation or the persons who have served in the above-mentioned positions to report the status of the business operations and assets of the cooperative subject to the investigation (in the case of the persons who have served in the above-mentioned positions, the status to be reported is limited to that which they were able to known while they were engaged in the business of the cooperative subject to the investigation), or may inspect the books, documents, and other items of the cooperative subject to the investigation.

(2)If necessary to perform their duties, a mutual aid insurance investigator may contact government offices, public organizations or other persons for confirmation, or request their cooperation.

Article 17-10(1)A mutual aid insurance investigator must not divulge any secrets that come to the investigator's knowledge in the course of their duties. The same applies even after the mutual aid insurance investigator has retired from the position.

(2)If the mutual aid insurance investigator is a corporation, its officers and employees who are engaged in the duties of the mutual aid insurance investigator must not divulge any secrets that come to their knowledge in the course of their duties. The same applies even after the officers or employees have ceased to engage in the duties of the mutual aid insurance investigator.

Article 17-11(1)If a resolution referred to in Article 17-5, paragraph (1) is reached (including when a resolution referred to in Article 17-5, paragraph (1) is deemed to have been reached pursuant to Article 17-6, paragraph (3)), a cooperative engaged in the business referred to in Article 11, paragraph (1), item (xii) must seek approval from the administrative authority without delay for any amendments to the terms of its agreement as under the resolution.

(2)The administrative authority must not give the approval referred to in the preceding paragraph unless the cooperative has already taken the necessary measures to continue its mutual aid insurance business, and the amendment to the terms of the agreement as under the resolution referred to in Article 17-5, paragraph (1) is found still necessary for the cooperative to continue its mutual aid insurance business and also appropriate from the standpoint of protecting the mutual aid insurance policyholders or relevant persons.

Article 17-12(1)If a cooperative engaged in the business referred to in Article 11, paragraph (1), item (xii) has obtained approval referred to in paragraph (1) of the preceding Article, it must issue public notice regarding essential details of an amendment to the terms of an agreement as under a resolution referred to in Article 17-5, paragraph (1), and notify the mutual aid insurance policyholders affected by the amendment (referred to as "persons holding insurance policy subject to an amendment" in this Article) of the details in writing, within two weeks of the date of the approval.

(2)In the case referred to in the preceding paragraph, a document referred to in the preceding paragraph must be accompanied by documents showing the unavoidable grounds for an amendment to the terms of an agreement, documents stating the projected status of business operations and assets after the amendment, documents stating matters related to servicing debts to creditors other than the mutual aid insurance policyholders or relevant persons, documents showing matters related to management responsibility, other documents specified by Order of the Ministry of Agriculture, Forestry and Fisheries, and, if a policy referred to in Article 17-5, paragraph (4) is prepared, documents stating the details of that policy, and must indicate that a person holding insurance policy subject to the amendment should raise an objection within a certain period, if there is any objection.

(3)The period referred to in the preceding paragraph must not be less than one month.

(4)The terms of an agreement must not be amended if one-tenth or more of all persons holding insurance policy subject to the amendment have raised objections within a period referred to in paragraph (2), and an amount specified by Order of the Ministry of Agriculture, Forestry and Fisheries as equivalent to the claims under the mutual aid insurance agreements by the persons raising the objections accounts for one-tenth or more of the total amount of the claims under the agreements by all persons holding insurance policy subject to the amendment.

(5)If either a number of persons holding insurance policy subject to an amendment who have raised objections within a period referred to in paragraph (2) or an amount of their claims specified by the Order of the Ministry of Agriculture, Forestry and Fisheries as referred to in the preceding paragraph does not exceed a percentage specified in the preceding paragraph, all the persons holding insurance policy subject to the amendment are deemed to have approved the amendment to the terms of the agreement.

Article 17-13(1)A cooperative engaged in the business referred to in Article 11, paragraph (1), item (xii) must issue public notice regarding an amendment to the terms of its agreement and other matters prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries without delay after the amendment. The same applies if the cooperative has decided not to amend the terms of the agreement.

(2)A cooperative referred to in the preceding paragraph must notify its mutual aid insurance policyholders of the details of the rights and obligations under the mutual aid insurance agreements after the amendment to the terms, within three months after the amendment.

Article 17-14(1)A cooperative engaged in the business referred to in Article 11, paragraph (1), item (iv) or (xii) must not acquire as its subsidiary a company engaged in the business equivalent to a specified business or engaged in the services appended, incidental or related to a specified business, except for a domestic company that exclusively engages in the services stated in the following items (if the domestic company engages in the services stated in item (i), it is limited to either of the following companies: a company exclusively engaged in the services appended to the credit business, in aiding the business or services of the cooperative or other person specified by an order of the competent ministry similar to the cooperative; or any other company engaged in its services mainly in aiding the cooperative's business; the domestic company exclusively engaging in the services stated in the following items as mentioned above is referred to as a "subsidiary candidate" in paragraph (3)):

(2)The term "specified business" as prescribed by the preceding paragraph means the business stated in the following items depending on the categories of a cooperative stated in the relevant item:

(3)The provisions of paragraph (1) do not apply if a cooperative referred to in that paragraph acquires as its subsidiary a company other than the subsidiary candidates upon the cooperative's or its subsidiary's exercising their security interests and acquiring shares or equity of that company, or due to any other event specified by an order of the competent ministry; provided, however, that the cooperative must take necessary measures to ensure that the company held as its subsidiary ceases to be its subsidiary by the day on which one year has elapsed from the date of the relevant event.

(4)In the case referred to in paragraph (1), the standards to judge whether a company is engaging in the appended services (excluding services appended to a credit business) mainly in aiding a cooperative's business are to be determined by the competent minister, in consideration of the percentage of the income from the appended services to the cooperative in relation to the total income from the appended services provided by the company.

Article 17-15(1)A cooperative engaged in the business referred to in Article 11, paragraph (1), item (iv) or (xii) or its subsidiary must not acquire or hold the voting rights of a domestic company (excluding a company exclusively engaged in the appended services or services stated in paragraph (1), item (ii) of the preceding Article; the same applies in this Article) that falls under the category of a specified business company (meaning a company engaged in the business equivalent to the specified business (meaning the specified business prescribed by paragraph (2) of the preceding Article; the same applies in this paragraph) or engaged in the business appended, incidental or related to the specified business; the same applies in this Article), in excess of the threshold number of the voting rights in total (meaning one-tenth of a total number of the voting rights vested in all shareholders or equity holders of the domestic company falling under the category of a specified business company; the same applies in this Article).

(2)The provisions of the preceding paragraph do not apply if a cooperative referred to in the preceding paragraph or its subsidiary acquires or holds the voting rights of a domestic company falling under the category of a specified business company in excess of the threshold number of the voting rights due to having acquired the shares or equity in that company upon exercising their security interests, or due to any other event specified by an order of the competent ministry; provided, however, that the cooperative or its subsidiary must not hold the portion of the voting rights acquired or held in excess of the threshold number of the voting rights in total, for a period exceeding one year from the date on which the cooperative acquired or held the voting rights, unless the cooperative has obtained approval from the administrative authority in advance.

(3)In the case of the proviso to the preceding paragraph, if a cooperative referred to in paragraph (1) or its subsidiary acquires or holds more than fifty percent of the voting rights vested in all shareholders or equity holders of a domestic company falling under the category of a specified business company, the approval granted by the administrative authority as prescribed by the preceding paragraph does not cover the portion of the voting rights that exceeds fifty percent of the voting rights vested in all shareholders or equity holders; and the approval granted by the administrative authority must be conditioned upon the cooperative's or its subsidiary's promptly disposing of the portion of the voting rights acquired or held in excess of the threshold number of the voting rights.

(4)Notwithstanding paragraph (1), in the cases stated in the following items, even if a cooperative referred to in paragraph (1) or its subsidiary holds the voting rights of a domestic company falling under the category of a specified business company in excess of the threshold number of the voting rights on a date stated in the following items, the cooperative or subsidiary may retain the voting rights in excess of the threshold number on and after that date; provided, however, that the administrative authority must not grant the approval stated in the following items, if the cooperative or subsidiary holds more than fifty percent of the voting rights vested in all shareholders or equity holders of a domestic company falling under the category of a specified business company in total in the cases stated in the following items:

(5)The administrative authority's approval as prescribed by the items of the preceding paragraph must be granted upon condition that a cooperative referred to in paragraph (1) or its subsidiary disposes of the portion of the voting rights held on a date stated in those items in excess of the threshold number of the voting rights of a domestic company falling under the category of a specified business company, in accordance with the standards provided for by the administrative authority, by a date on which five years have elapsed from the date stated in those items.

(6)If a cooperative referred to in paragraph (1) or its subsidiary holds the voting rights of a domestic company falling under the category of a specified business company in excess of the threshold number of voting rights in total, the excess portion of the voting rights are deemed to be acquired or held by the cooperative.

(7)The provisions of Article 11-8, paragraph (3) apply mutatis mutandis to the voting rights acquired or held by a cooperative referred to in paragraph (1) or its subsidiary in the cases referred to in the preceding paragraphs.

Article 18(1)Persons eligible to be cooperative members are the following persons:

(2)Notwithstanding item (i) of the preceding paragraph, in case of a cooperative primarily consisting of persons engaged in gathering or catching aquatic animals or plants or aquaculture or breeding in the inland waters prescribed by Article 60, paragraph (5), item (v) of the Fishery Act (simply referred to as "inland waters" in Article 5, item (i) and Article 52, paragraph (8); and the cooperative is referred to as an "inland water fishing cooperative" in the following item), an individual is eligible to be a cooperative member, if the individual has their address in the districts of the cooperative and is engaged in gathering or catching aquatic animals or plants or aquaculture or breeding for more than a number of days specified in the articles of association between 30 and 90 days in a year.

(3)In accordance with its articles of association, a cooperative may restrict the eligible individuals under paragraph (1), item (i) or the preceding paragraph as specified in each of the following items, depending on the category of the cooperative stated in those items:

(4)If the districts of a cooperative extend beyond municipalities or special wards, the cooperative may restrict eligible membership under the preceding three paragraphs to persons engaged in a specific type of fishery, in accordance with in its articles of association.

(5)In addition to the persons prescribed by the preceding paragraphs, a cooperative may consider the following persons specified in its articles of association to be its eligible members:

Article 19(1)A cooperative may require its members to make capital contribution in accordance with its articles of association.

(2)In a cooperative that requires its members to make capital contribution pursuant to the preceding paragraph (referred to as a "cooperative requiring capital contribution" in this Chapter), the members must hold at least one unit of capital contribution.

(3)The amount of one unit of capital contribution must be fixed.

(4)The liability of a member of a cooperative requiring capital contribution is limited to the amount of their capital contribution.

(5)A cooperative member may not assert offsetting for their capital contribution to the cooperative requiring the capital contribution.

Article 20(1)A member of a cooperative requiring capital contribution may not transfer their ownership interest in the cooperative without the approval of the cooperative.

(2)Transferring ownership interest in a cooperative to a non-member must be made in accordance with the rules for becoming a cooperative member.

(3)A transferee of ownership interest in a cooperative takes over the rights and obligations of a transferor regarding the ownership interest.

(4)Persons may not jointly become a member of ownership unit in a cooperative.

Article 21(1)Each cooperative member has one voting right and one right to elect officers and representatives; provided, however, that an associate member does not have a voting right or election right.

(2)A cooperative member may exercise their voting right or election right (referred to as "right to vote or elect" in paragraph (4) or (7)) in writing or by proxy regarding matters for which a notification has been issued in advance pursuant to the provisions of Article 47-5, paragraph (1) or (2) (including as applied mutatis mutandis pursuant to Article 43, paragraph (2)), in accordance with the articles of association. In this case, a person may not act as a proxy, unless that person is in the same household with the member, is an employee of the member, or is also a cooperative member themselves (excluding an associate member).

(3)In accordance with the articles of association, a cooperative member may exercise their voting right by an electronic or magnetic means in lieu of exercising their voting right in writing as under the preceding paragraph.

(4)A person exercising a right to vote or elect pursuant to the preceding two paragraphs is deemed present at the meeting.

(5)A proxy may not represent more than five cooperative members.

(6)A proxy must submit to the cooperative a written document evidencing their authority to act as a proxy.

(7)The provisions of Article 310 (excluding paragraphs (1) and (5)) of the Companies Act apply mutatis mutandis to the exercise of a right to vote or elect by proxy, the provisions of Article 311 of that Act (excluding paragraph (2)) apply to the exercise of a right to vote or elect in writing, and the provisions of Article 312 of that Act (excluding paragraph (3)) apply to the exercise of a voting right by an electronic or magnetic means. In this case, the term "the preceding paragraph" in Article 310, paragraph (2) of that Act is deemed to be replaced with "Article 21, paragraph (2) of the Fishery Industry Cooperative Act"; the term "paragraph (1)" in Article 310, paragraph (3) of that Act is deemed to be replaced with "Article 21, paragraph (6) of the Fishery Industry Cooperative Act"; the term "Article 299, paragraph (3)" in Article 310, paragraph (4) of that Act is deemed to be replaced with "Article 47-5, paragraph (2) of the Fishery Industry Cooperative Act"; the term "Order of the Ministry of Justice" in Article 310, paragraph (7), items (ii), paragraph (8), items (iii) and (iv), Article 311, paragraph (1), and Article 312, paragraphs (1), (5), and (6), items (iii) and (iv) of that Act is deemed to be replaced with "Order of Ministry of Agriculture, Forestry and Fisheries"; and the term "Article 299, paragraph (3)" in Article 312, paragraph (2) of that Act is deemed to be "Article 47-5, paragraph (2) of the Fishery Industry Cooperative Act", and the other necessary technical replacement of terms is prescribed by Cabinet Order.

Article 22(1)A cooperative may impose expenses on its members in accordance with its articles of association.

(2)A cooperative member may not assert offsetting for their expenses referred to in the preceding paragraph to the cooperative.

Article 23A cooperative may impose monetary sanctions on its members in accordance with its articles of association.

Article 24If an eligible person seeks to become a cooperative member, the cooperative must not refuse to accept the person, or accept the person upon conditions that are more burdensome in comparison with the conditions required of the current members, without a justifiable reason.

Article 25(1)A member of a cooperative requiring capital contribution may withdraw from the cooperative at any time by transferring all of their ownership interest in the cooperative. In this case, if there is no one to take the transfer of the ownership interest, the member may demand the cooperative take the transfer of the ownership interest in accordance with the articles of association.

(2)A member of a cooperative not requiring capital contribution may give a prior notice by 60 days before the end of the fiscal year and withdraw on that date.

(3)The notice period referred to in the preceding paragraph may be extended by the articles of association; provided, however, that the period must not exceed one year.

(4)The provisions of Article 20, paragraphs (1) and (2) do not apply if a cooperative requiring capital contribution takes a transfer of its member's ownership interest in the cooperative pursuant to paragraph (1).

Article 26(1)A cooperative member withdraws from the cooperative for the following reasons:

(2)A cooperative member that falls under any of the following items may be expelled by a resolution at a general meeting; in this case, the cooperative must notify the member to that effect seven days before the date of the general meeting, and must give the member an opportunity to respond at the general meeting:

(3)Expulsion of a cooperative member may not be asserted unless a notification has not been given to the member.

Article 27(1)If a member of a cooperative requiring capital contribution withdraws pursuant to paragraph (1) of the preceding Article, the member may demand the cooperative pay for all or part of their ownership interest in the cooperative in accordance with the articles of association.

(2)The ownership interest in the cooperative to be paid for as referred to in the preceding paragraph is determined according to the assets of the cooperative requiring capital contribution at the end of the fiscal year during which the cooperative member has withdrawn.

Article 28If, at the end of a fiscal year, the assets of a cooperative requiring capital contribution are insufficient to satisfy its obligations, the cooperative may demand the members who have already withdrawn within that fiscal year pursuant to Article 26, paragraph (1) pay all or part of the unpaid amount of the capital contribution in accordance with its articles of association.

Article 29The right to make a demand under the preceding two Articles expires by statute of limitations if the demand is not made within two years from the time of withdrawal.

Article 30A cooperative requiring capital contribution may withhold payment for ownership interest in the cooperative held by a withdrawing member under Article 26, paragraph (1), until the member has satisfied their obligation to the corporative.

Article 31(1)A member of a cooperative requiring capital contribution may reduce the number of their units of capital contribution in accordance with the articles of association, if the member suspends their business or discontinues a part of their business, or any other particularly unavoidable reasons are recognized.

(2)In the case referred to in the preceding paragraph, the provisions of Articles 27 through 29 apply mutatis mutandis.

Article 31-2(1)A director must prepare a list of cooperative members with the following information included or entered for each member in the list; provided, however, that a director is not required to include or enter the information stated in items (iii) and (iv) in the list of members of a cooperative not requiring capital contribution:

(2)The director must keep a list of cooperative members at the principal office.

(3)At any time during the business hours of the cooperative, any of its members or creditors may make the following demands to the cooperative's director; in this case, the director must not refuse the demand without a justifiable reason:

Article 32(1)The articles of association of a cooperative must include or enter the following information; provided, however, that the articles of association of a cooperative not requiring capital contribution that does not engage in the businesses referred to in Article 11, paragraph (1), items (v) through (vii) are not required to include or enter the information referred to in items (vi), (viii) and (ix), and the articles of association of any other cooperative not requiring capital contribution are not required to include or enter the information referred to in item (vi):

(2)The provisions regarding eligibility to be a cooperative member as referred to in item (v) of the preceding paragraph must specify the eligibility to be a cooperative member and the method of examining the eligibility.

(3)In addition to the information referred to in paragraph (1), the articles of association of a cooperative must include or enter a period during which a cooperative exists, if the period is fixed; and the name of a person who is to make an in-kind contribution, the assets to be contributed in kind, the comparable value of the assets, and the number of units of capital contribution given for the assets, if there is any in-kind contributor.

(4)The competent minister may prescribe examples of model articles of association.

Article 33The following matters may be provided for in the bylaws except those required to be specified in the articles of association:

Article 33-2(1)A director must keep articles of association and bylaws (meaning articles of association, bylaws, credit business provisions, and mutual aid insurance provisions; the same applies below) in each office. The same applies if a cooperative decides rules and regulations (meaning the following rules and regulations: the rules for exercising fishery rights under Article 105 of the Fishery Act (referred to simply as the "rules for exercising fishery rights" below); the rules for exercising rights to fish in waters belonging to another under that Article (referred to simply as the "rules for exercising rights to fish in waters belonging to another" in Article 48, paragraph (1), item (ix) and Article 50, item (v)); the coastal fishing area management regulations under Article 111, paragraph (1) of that Act (referred to simply as the "coastal fishing area management regulations" in Article 48, paragraph (1), item (xi)); the recreational fishing regulations under Article 107, paragraph (1) of that Act (referred to simply as the "recreational fishing regulations" in Article 48, paragraph (1), item (ix) and Article 51-2, paragraph (1)); the resource management regulations; and the area of waters under Article 8, paragraph (2) of the Coastal Fishing Area Improvement and Development Act (Act No. 49 of 1974) (referred to simply as the "breeding waters" in Article 48, paragraph (1), item (xii)) and the rules for using breeding waters under Article 8, paragraph (2) of that Act (referred to simply as the "rules for using breeding waters" in Article 48, paragraph (1), item (xiii)); the same applies in this Article).

(2)At any time during the business hours of a cooperative, any of its members or creditors may make the following demands to the cooperative's director; in this case, the director must not refuse the demand without a justifiable reason:

(3)A cooperative member or its creditor must pay the expenses determined by the cooperative in order to make a demand referred to in items (ii) or (iv) of the preceding paragraph.

(4)If a cooperative has prepared the articles of association and bylaws, or the rules and regulations in a form of an electronic or magnetic record, and has taken the measures specified by Order of the Ministry of Agriculture Forestry and Fisheries for enabling each office (excluding the principal office) to respond to the demand referred to in paragraphs (2), items (iii) and (iv), the term "each office" in paragraph (1) is deemed to be replaced with "the principal office" regarding the application the provisions of paragraph (1).

Article 34(1)A cooperative must have directors and auditors as its officers.

(2)The fixed number of directors is to be five or more, and the fixed number of auditors is to be two or more.

(3)A cooperative engaged in the business referred to in Article 11, paragraph (1), item (iv) must have, as its officers, full-time directors in charge of the credit business. In this case, one or more of those directors must be other than a director representing the cooperative.

(4)The officers are elected by the cooperative members (excluding associate members) at a general meeting (or at the inaugural meeting, in the case of the officers at the time of founding) in accordance with the articles of association; provided, however, that the officers (excluding officers at the time of founding) may be elected other than at the general meeting, in accordance with the articles of association.

(5)The election of officers is conducted by secret ballot; provided, however, that voting may be omitted in accordance with the articles of association if the number of candidates for officers is within the fixed number of the officers to be elected.

(6)Each person has one vote.

(7)The candidate who receives a majority of the votes as a result of the election by the method of voting as specified in the articles of association (or if voting is omitted pursuant to the proviso to paragraph (5), the candidate) is the elected person.

(8)If the election of officers is held other than at a general meeting, a polling place must be set up in a location that does not interfere with the proper exercise of the election rights of the cooperative members.

(9)Notwithstanding paragraph (4), the officers may be elected by the cooperative members (excluding associate members) at a general meeting (or at the inaugural meeting in the case of the officers at the time of founding) in accordance with the articles of association.

(10)At least two-thirds of the fixed number of directors of the cooperative must be its members other than associate members (or must be the member's officers, if the member is a corporation); provided, however, that at least two-thirds of the fixed number of the directors of the cooperative at the time of its founding must be persons eligible to be its members (other than associate members) that have given their consent to founding the cooperative (or must be officers of the persons eligible to be the cooperative member, if the person is a corporation).

(11)In the case of a cooperative engaged in the business of selling the catches or other products of its members as prescribed by Article 11, paragraph (1), item (vii), one or more of its directors must have practical ability in selling the marine products, engaging in the business related to it, or managing the corporation.

(12)A cooperative must ensure that there is no significant bias in the age and gender of its directors.

(13)In the case of a cooperative engaged in the business referred to in Article 11, paragraph (1), item (iv) or (xii) (excluding a cooperative engaged in the credit business or mutual aid insurance business falling short of the standard of the scale established by Cabinet Order), one or more of its auditors must satisfy all of the following requirements:

(14)A cooperative engaged in the business referred to in Article 11, paragraph (1), item (iv) or (xii) (excluding a cooperative engaged in the credit business or mutual aid insurance business falling short of the standard of the scale established by Cabinet Order) must appoint full-time auditors by mutual elections.

Article 34-2(1)A cooperative may have management committee members as its officers, in addition to its directors and auditors, in accordance with its articles of association.

(2)The fixed number of the management committee members is to be five or more.

(3)The provisions of paragraphs (10) and (12) of the preceding Article apply mutatis mutandis to the management committee members. In this case, the term "two-thirds" in paragraph (10) of that Article is deemed to be replaced with "three-fourths".

(4)Notwithstanding paragraph (2) of the preceding Article, the fixed number of directors of a cooperative with management committee members (referred to as a "cooperative with management committee members" below) is to be three or more.

(5)Notwithstanding paragraphs (4) and (9) of the preceding Article, the directors of a cooperative with management committee members are to be appointed by the management committee referred to in Article 38, paragraph (1).

(6)The provisions of paragraphs (10) and (12) of the preceding Article do not apply to the directors of a cooperative with management committee members.

Article 34-3The relationship between a cooperative and its officers is governed by the provisions on mandate.

Article 34-4(1)The following persons may not become officers:

(2)In addition to the persons stated in the items of the preceding paragraph, the following persons may not become officers of a cooperative engaged in the business specified in the relevant items:

Article 34-5(1)A director representing a cooperative engaged in the business referred to in Article 11, paragraph (1), item (iv) (excluding a director representing a cooperative with management committee members), an officer engaged in the management of the cooperative (excluding directors of a cooperative with management committee members, and its management committee members), and its counselor must not engage in the management of another cooperative or corporation, or engage in a business; provided, however, that this does not apply if approval has been obtained from the administrative authority.

(2)If an application for approval under the proviso to the preceding paragraph is filed, the administrative authority must not grant the approval unless it finds that the matters under the application are not likely to interfere with the sound and proper management of the cooperative's business.

(3)A director of a cooperative with management committee members must not engage in the management of another cooperative or corporation, or engage in a business.

(4)A member of a management committee may not serve as a director, auditor, or employee of a cooperative at the same time.

(5)An auditor may not serve as a director or employee of a cooperative at the same time.

Article 35(1)Term of office is specified in the articles of association regarding officers for a period not exceeding three years; provided, however, that this does not preclude the term to be extended by the articles of association until the conclusion of the regular general meeting in the last fiscal year during the term.

(2)Notwithstanding the preceding paragraph, the term of office is provided at the inaugural meeting regarding officers at the time of founding the cooperative for a period not exceeding one year; provided, however, that this does not preclude the term to be extended by a resolution of the inaugural meeting until the conclusion of the regular general meeting in the last fiscal year during the term.

(3)For the provisions of the preceding paragraph to be applied to the case of founding upon merger, the phrase "at the inaugural meeting" in that paragraph is deemed to be replaced with "by the founding members", and the phrase "by a resolution of the inaugural meeting" in the proviso to that paragraph is deemed to be replaced with "by the founding members".

Article 36(1)A cooperative must have the board of directors.

(2)The board of directors is to consist of all directors.

(3)The board of directors decides on the cooperative's business to be executed and supervises the director's duties to be performed.

(4)The board of directors at a cooperative with management committee members must follow the decisions of the management committee referred to in Article 38, paragraph (1) when deciding on the cooperative's business to be executed and supervising the director's duties to be performed.

Article 37(1)A resolution of the board of directors is to be reached by a majority (if a higher percentage is specified in the articles of association, that percentage applies) of the votes cast by the directors present at a meeting when a majority (if a higher percentage is specified in the articles of association, that percentage applies) of the directors who may vote are present.

(2)A director who has a special interest in the resolution referred to in the preceding paragraph may not participate in the voting.

(3)Minutes of the board of directors must be prepared regarding the matters discussed in accordance with Order of the Ministry of Agriculture, Forestry and Fisheries, and if the minutes are in writing, the directors and auditors present must give their signatures or affix their names and seals upon the minutes.

(4)If the minutes referred to in the preceding paragraph are prepared in a form of an electronic or magnetic record, alternative measures must be taken regarding information entered in the electronic or magnetic record, in lieu of giving signatures or affixing names and seals as prescribed by the Order of the Ministry of Agriculture, Forestry and Fisheries.

(5)A director who participates in the resolution of the board of directors but who does not express an objection in the minutes referred to in paragraph (3) is presumed to have consented to the resolution.

(6)The provisions of Articles 366 and 368 of the Companies Act apply mutatis mutandis to the convocation of a meeting of the board of directors. In this case, the other necessary technical replacement of terms is prescribed by Cabinet Order.

Article 38(1)A cooperative with management committee members must have a management committee.

(2)The management committee is to consist of all management committee members.

(3)The management committee determines the basic policies for the cooperative's operations, the acquisition and disposition of important assets, and other important matters concerning the cooperative's business to be executed as specified in the articles of association, in addition to the matters otherwise provided for in this Act.

(4)The management committee may have a director attend its meetings and ask for any necessary explanations.

(5)The board of directors may convene a meeting of the management committee when necessary.

(6)The provisions of Article 368, paragraph (1) of the Companies Act apply mutatis mutandis to the convocation under the preceding paragraph.

(7)The management committee may demand dismissal of a director at a general meeting if the director has violated Article 39-2, paragraph (1).

(8)The management committee must send a written statement of the reasons for the dismissal to the director subjected to the demand under the preceding paragraph by seven days before the date of the general meeting, and must give the director an opportunity to respond at the general meeting.

(9)If a majority of persons present at the general meeting referred to in paragraph (7) consent to the demand under that paragraph, the director subjected to the demand loses their position at that time.

(10)The provisions of the preceding Article apply mutatis mutandis to the management committee. In this case, the necessary technical replacement of terms is prescribed by Cabinet Order.

Article 39(1)The directors must keep the minutes of the board of directors at the principal office for ten years from the date of the meeting of the board of directors (or the date of the meeting of the board of directors and the management committee in the case of a cooperative with management committee members; the same applies in this paragraph and the following paragraph).

(2)A director must keep a copy of the minutes referred to in the preceding paragraph at the secondary office for five years from the date of the meeting of the board of directors; provided, however, that this does not apply if the minutes are prepared in a form of an electronic or magnetic record, and the measures prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries are taken to enable the secondary office to respond to a demand stated in item (ii) of the following paragraph.

(3)At any time during the business hours of a cooperative, any of its members may make the following demands to the cooperative's director; in this case, the director may not refuse the demand without a justifiable reason:

(4)A creditor of a cooperative may make a demand stated in the items of the preceding paragraph to the cooperative's director regarding the minutes of the meeting referred to in paragraph (1), with the permission of the court, if it is necessary to pursue their liability.

(5)If the court finds that the inspection or copying of the minutes as demanded in the preceding paragraph is likely to cause a significant damage to a cooperative or its subsidiary, the court may not grant the permission referred to in that paragraph.

(6)The provisions of Article 868, paragraph (1), Article 869, Article 870, paragraph (2) (limited to the part relating to item (i)), Article 870-2, main clause of Article 871, Article 872 (limited to the part relating to item (v)), Article 872-2, main clause of Article 873, and Articles 875 and 876 of the Companies Act apply mutatis mutandis to the permission referred to in paragraph (4). In this case, the necessary technical replacement of terms is prescribed by Cabinet Order.

Article 39-2(1)A director (or director and management committee member, in the case of a cooperative with management committee members; the same applies in the following paragraph and paragraph (4)) must comply with laws and regulations, dispositions of administrative authorities based on laws and regulations, articles of association and bylaws, and resolutions of a general meeting (or resolutions of a general meeting and a management committee, in the case of a cooperative with management committee members), and faithfully perform their duties for the cooperative.

(2)In the following cases, a director must disclose important facts regarding a transaction at a meeting of the board of directors (or in the case of a cooperative with management committee, at the management committee; the same applies in paragraph (4)) and obtain approval from the board:

(3)The provisions of Article 108 of the Civil Code do not apply to transactions referred to in the items of the preceding paragraph that have been approved under that paragraph.

(4)A director who has engaged in any of the transactions stated in the items of paragraph (2) must report important facts regarding the transactions to the board of directors without delay.

Article 39-3(1)A cooperative must appoint a director to represent the cooperative (referred to as the "representative director" below) from among its directors, by resolution of the board of directors (or the management committee in the case of a cooperative with management committee members).

(2)The representative director has the authority to take all judicial or non-judicial actions concerning the cooperative's business.

(3)The representative director may delegate certain acts to another person to act as their agent, unless prohibited by the articles of association or by a resolution of the general meeting or the management committee.

Article 39-4(1)The provisions of Article 357, paragraph (1), and Article 361, paragraph (1) (excluding items (iii) through (v)) and paragraph (4) of the Companies Act apply mutatis mutandis to directors and management committee members; and the provisions of Article 360, paragraph (1) of that Act apply mutatis mutandis to directors. In this case, the term "significant damage" in that paragraph is deemed to be replaced with "irreparable damage", and the term "director" in Article 361, paragraph (4) of that Act is deemed to be replaced with "director (or management committee member, in the case of a cooperative with management committee members prescribed by Article 34-2, paragraph (4) of the Fishery Industry Cooperative Act)", and the other necessary technical replacement of terms is prescribed by Cabinet Order.

(2)The provisions of Article 349, paragraph (5), Article 350, and Article 354 of the Companies Act apply mutatis mutandis to representative directors. In this case, the term "the preceding paragraph" in that paragraph is deemed to be replaced with "Article 39-3, paragraph (2) of the Fishery Industry Cooperative Act", and the other necessary technical replacement of terms is prescribed by Cabinet Order.

Article 39-5(1)An auditor is to audit the director's duties to be performed (or the directors' and management committee members' duties to be performed, in case of a cooperative with management committee members; the same applies in the following paragraph). In this case, the auditor must prepare an audit report as prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries.

(2)An auditor may require a director, counselor, or any other employee to report on the business of the cooperative, or may investigate the status of the cooperative's business operations and assets, at any time.

(3)If an auditor finds that a director has committed or is likely to commit a wrongful act, or finds any facts that would constitute a violation of laws or regulations or the articles of association, or that are extremely unjust, the auditor must report to that effect to the board of directors (or to the board of directors and the management committee, in case of a cooperative with management committee members) without delay.

(4)If an auditor of a cooperative with management committee members finds that a management committee member has committed or is likely to commit a wrongful act, the auditor must report to the management committee to that effect without delay.

(5)The provisions of Article 39-2, paragraph (1) of this Act, Article 343, paragraphs (1) and (2), Article 345, paragraphs (1) through (3), Article 381, paragraphs (3) and (4), Article 383, paragraphs (1) through (3), Article 384, Article 385, Article 386, paragraph (1) (limited to the part relating to item (i)) and paragraph (2) (limited to the part relating to items (i) and (ii)), Article 387, and Article 388 apply mutatis mutandis to auditors. In this case, the term "director" in Article 343, paragraphs (1) and (2) of that Act is deemed to be replaced with "director (or management committee member, in the case of a cooperative with management committee members prescribed in Article 34-2, paragraph (4) of the Fishery Industry Cooperative Act)"; the term "Article 298, paragraph (1), item (i)" in Article 345, paragraph (3) of that Act is deemed to be replaced with "Article 47-4, paragraph (1), item (i) of the Fishery Industry Cooperative Act"; and the term "subsidiary company" in Article 381, paragraphs (3) and (4) of that Act is deemed to be replaced with "subsidiary corporation or other similar corporation (meaning a subsidiary corporation or other similar corporation as prescribed by Article 122, paragraph (2) of the Fishery Industry Cooperative Act)"; the term "board of directors" in the main clause of Article 383, paragraph (1) of that Act is deemed to be replaced with "board of directors (or the board of directors and the management committee, in the case of a cooperative with management committee members prescribed in Article 34-2, paragraph (4) of the Fishery Industry Cooperative Act)"; in the proviso of that paragraph, the phrase "if there are two or more members, and the provisions of Article 373, paragraph (1) provide for voting by a special director" is deemed to be replaced with "in the case of a cooperative with management committee members prescribed in that paragraph", and the term "the board of directors referred to in paragraph (2) of that Article" is deemed to be replaced with "board of directors"; the term "directors" in paragraph (2) of that Article is deemed to be replaced with "directors (or directors or management committee members, in the case of a cooperative with management committee members referred to in Article 34-2, paragraph (4) of the Fishery Industry Cooperative Act)"; the term "board of directors" in that paragraph and in paragraph (3) of that Article is deemed to be replaced with "board of directors (or the board of directors or the management committee, in the case of a cooperative with management committee members referred to in Article 34-2, paragraph (4) of the Fishery Industry Cooperative Act)"; in Article 384 of that Act, the term "directors" is deemed to be replaced with "directors or management committee members" and the term "Ministry of Justice Order" is deemed to be replaced with " Order of the Ministry of Agriculture, Forestry and Fisheries"; the term "directors" in Article 385 of that Act is deemed to be replaced with "directors"; the phrase "Article 349, paragraph (4), Article 353, and Article 364" in Article 386, paragraph (1) of that Act is replaced with "Article 39-3, paragraph (2) of the Fishery Industry Cooperative Act"; in item (i) of that paragraph, the phrase "director (director" is deemed to be replaced with "director or management committee member (director or management committee member", and the term "director" is deemed to be replaced with "director or management committee member"; the term "Article 349, paragraph (4)" in paragraph (2) of that Article is deemed to be replaced with "Article 39-3, paragraph (2) of the Fishery Industry Cooperative Act"; the term "director" in items (i) and (ii) of that same paragraph is deemed to be replaced with "director or management committee member"; and the other necessary technical replacement of terms is prescribed by Cabinet Order.

Article 39-6(1)If an officer fails to perform their duties, the officer is liable to the cooperative for damages caused by that failure.

(2)If the action causing the liability referred to in the preceding paragraph is taken pursuant to the resolution of the board of directors (or the resolution of the board of directors or the management committee, in the case of a cooperative with management committee members), the directors having agreed to the resolution (or the directors or management committee members having agreed to the resolution, in the case of a cooperative with management committee members) are deemed to have taken the action.

(3)The liability referred to in paragraph (1) may not be released without the consent of all cooperative members.

(4)Notwithstanding the preceding paragraph, if the officer referred to in paragraph (1) has performed the duties in good faith and without gross negligence, their liability may be released with a resolution at a general meeting up to an amount stated in item (i) from which an amount stated in item (ii) is deducted:

(5)In the case referred to in the preceding paragraph, a director (or in the case of a cooperative with management committee members, a management committee member) must disclose the following matters at a general meeting under that paragraph:

(6)A director (or in the case of a cooperative with management committee members, a management committee member) must obtain the consent of each auditor in order to submit a proposal for releasing liability under paragraph (1) (limited to releasing liability of directors and management committee members) at a general meeting.

(7)In the case of a resolution referred to in paragraph (4), if a cooperative grants retirement benefits or other financial benefits as prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries to the officer referred to in that paragraph after the resolution, the cooperative must obtain approval at the general meeting.

(8)If an officer has performed their duties in bad faith or with gross negligence, the officer must be liable to a third party for damages caused by their performance.

(9)The same applies if the following persons take an action specified in the relevant items; provided, however, that this does not apply if the person proves that they have not been negligent in taking the action:

(10)If an officer is liable for damages to the cooperative or a third party, and if other officers are also liable for the damages, they are joint and several obligors.

Article 39-7(1)For a cooperative to decide on the details of an agreement under which the cooperative indemnifies its officer for all or part of the following expenses or loss (referred to as an "indemnification agreement" in this Article), the cooperative must pass a resolution of the board of directors (or a resolution of the management committee, in the case of a cooperative with management committee members; the same applies in paragraph (4)):

(2)Even if a cooperative has entered into an indemnification agreement, the cooperative may not indemnify its officer for the following expenses or loss based on the indemnification agreement:

(3)If a cooperative having indemnified its officer for expenses stated in paragraph (1), item (i) under an indemnification agreement finds that the officer has performed the duties referred to in that item for the purpose of making personal or third-party's wrongful gains or for the purpose of causing damage to the cooperative, the cooperative may demand the officer return the money equivalent to the amount of the indemnification that has already been paid.

(4)A director (or a director or management committee member, in the case of a cooperative with management committee members; the same applies in the following paragraph) who has made or received payment under an indemnification agreement must report any important fact regarding the payment to the board of directors without delay.

(5)The provisions of Article 39-2, paragraphs (2) and (4) do not apply to an indemnification agreement between a cooperative and its director.

(6)The provisions of Article 108 of the Civil Code do not apply to entering into an indemnification agreement referred to in the preceding paragraph for which the details have been determined by a resolution referred to in paragraph (1).

Article 39-8(1)A cooperative must pass a resolution of the board of directors (or a resolution of its management committee, in the case of a cooperative with management committee members) in order to decide on the details of an insurance agreement with an insurer, under which the cooperative's officer is covered as the insured, and the insurer pays for any damage that may result if the officer assumes the liability in performing their duties or is subjected to a claim relating to pursuit of the liability (this insurance agreement does not include an agreement specified by Order of the Ministry of Agriculture, Forestry and Fisheries with no risk of the effective performance of the duties by the cooperative's officer as the insured to be impaired substantially; this insurance agreement is referred to as the "officer's liability insurance agreement" in paragraph (3)).

(2)The provisions of Article 39-2, paragraphs (2) and (4) do not apply to an insurance agreement between a cooperative and an insurer, under which the cooperative's director is covered as the insured (or in the case of a cooperative with management committee members, the cooperative's director or management committee member is covered as the insured), and the insurer pays for any damage that may result if the cooperative's officer assumes the liability in performing their duties or is subjected to a claim relating to pursuit of the liability.

(3)The provisions of Article 108 of the Civil Code do not apply to entering into an insurance agreement referred to in the preceding paragraph; provided, however, that if the insurance agreement is an officers' liability insurance agreement, the provisions mentioned above do not apply only when the details of the agreement have been determined by the resolution referred to in paragraph (1).

Article 40(1)A director must prepare a balance sheet as of the date of the founding of a cooperative (or an inventory of assets in the case of a cooperative not requiring capital contribution that does not engage in the businesses referred to in Article 11, paragraph (1), items (v) through (vii)) in accordance with the provisions of Order of the Ministry of Agriculture, Forestry and Fisheries.

(2)In accordance with the provisions of Order of the Ministry of Agriculture, Forestry and Fisheries, for every fiscal year, a director must prepare the following documents: in the case of a cooperative not requiring capital contribution that does not engage in the business referred to in Article 11, paragraph (1), items (v) through (vii), an inventory of assets and business report; or in the case of other cooperatives, any documents prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries necessary for showing the status of the cooperative's assets and its profit and loss such as a balance sheet, profit and loss statement, surplus appropriation plan or loss appropriation plan (collectively referred to as "financial statements" below), and a business report and the detailed statements annexed to them.

(3)Documents to be prepared pursuant to the preceding two paragraphs may be prepared in a form of an electronic or magnetic record.

(4)A director must keep documents that they have prepared pursuant to paragraphs (1) and (2) (excluding the business report and detailed statements annexed to them; the same applies in paragraph (13)) for ten years from the date when the documents were prepared.

(5)The documents prepared pursuant to paragraph (2) must be audited by an auditor as prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries.

(6)If documents are audited by an auditor pursuant to the preceding paragraph (or in the case of a cooperative with financial auditors as prescribed by Article 41-2, paragraph (3), if financial statements and detailed statements annexed to them are audited both by an auditor pursuant to the preceding paragraph and by a financial auditor pursuant to paragraph (3) of that Article), approval of the board of directors (or approval of the board of directors and the management committee, in the case of a cooperative with management committee members) must be obtained.

(7)In giving notice of the convocation of a regular general meeting, the directors (or in the case of a cooperative with management committee members, the management committee member) must provide the cooperative members with the documents approved pursuant to the preceding paragraph (including audit reports (or audit reports and financial audit reports in the case of a cooperative with financial auditors as provided in Article 41 -2, paragraph (3)); referred to as "documents related to account settlement" in this Article and Article 47-5-2), in accordance with the provisions of Order of the Ministry of Agriculture, Forestry and Fisheries.

(8)A director must submit or provide documents related to account settlement to a regular general meeting.

(9)A director must keep the documents related to account settlement at the principal office for five years from the date two weeks before the date of the regular general meeting.

(10)A director must keep a copy of the documents related to account settlement at the secondary office for three years from the date two weeks before the date of the regular general meeting; provided, however, that this does not apply if the documents related to account settlement are prepared in a form of an electronic or magnetic record and the measures prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries are taken to enable the secondary office to respond to the demands stated in items (iii) and (iv) of the following paragraph.

(11)At any time during the business hours of a cooperative, any of its members or creditors must make the following demands to the cooperative's director; in this case, the director must not refuse the demand without a justifiable reason:

(12)A member or creditor of a cooperative must pay the expenses determined by the cooperative in order to make the demand stated in items (ii) or (iv) of the preceding paragraph.

(13)The provisions of Article 443 of the Companies Act apply mutatis mutandis to the documents prepared pursuant to paragraphs (1) and (2).

Article 41(1)For each fiscal year, a director of a cooperative (excluding a cooperative prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries) must prepare written documents or electronic or magnetic clarifying the status of profit and loss for each business category specified by Order of the Ministry of Agriculture, Forestry and Fisheries, and submit or provide them to a regular general meeting, in addition to the documents to be prepared pursuant to paragraph (2) of the preceding Article.

(2)Documents or electronic or magnetic records to be submitted or presented to a regular general meeting pursuant to the preceding paragraph must be approved in advance by the board of directors (or by the board of directors and the management committee, in the case of a cooperative with a management committee).

Article 41-2(1)A cooperative engaged in the business referred to in Article 11 paragraph (1), item (iv) (excluding a cooperative that does not reach the scale specified by Cabinet Order) must have a financial auditor.

(2)A cooperative other than the cooperative referred to in the preceding paragraph may have a financial auditor in accordance with its articles of association.

(3)A cooperative with financial auditors (meaning a cooperative having financial auditors pursuant to the preceding two paragraphs; the same applies in the following paragraph) must be audited by its financial auditor pursuant to the provisions of an order of the competent ministry, in addition to being audited by its auditor, regarding their financial statements prepared pursuant to Article 40, paragraph (2) and detailed statements annexed to them.

(4)The provisions of Article 439 of the Companies Act apply mutatis mutandis to a cooperative with financial auditors. In this case, the phrase "financial statements approved under Article 436, paragraph (3)" in that Article is deemed to be replaced with "financial documents prescribed by paragraph (2) of that Article that are approved under Article 40, paragraph (6) of the Fishery Industry Cooperative Act", the term "Order of the Ministry of Justice" is deemed to be replaced with "an order of the competent ministry", and the phrase "paragraph (2) of the preceding Article" is deemed to be replaced with "Article 48, paragraph (1) (limited to the part relating to the financial statements stated in item (vi))".

Article 41-3(1)The provisions of Article 34-3 of this Act and the provisions of Article 329, paragraph (1), Articles 337 through 339, Article 340, paragraphs (1) through (3), Article 344, paragraphs (1) and (2), Article 345, paragraphs (1) through (3), Article 396, paragraphs (1) through (5), Article 397, paragraphs (1) and (2), Article 398, paragraphs (1) and (2), and Article 399 paragraph (1) of the Companies Act apply mutatis mutandis to a financial auditor. In this case, the phrase "Article 435, paragraph (2)" in Article 337, paragraph (3), item (i) of that Act is deemed to be replaced with "Article 40, paragraph (2) of the Fishery Industry Cooperative Act"; the term "subsidiary" in that paragraph is deemed to be replaced with "subsidiary corporation or other similar corporation (meaning a subsidiary corporation or other similar corporation as prescribed by Article 122, paragraph (2) of the Fishery Industry Cooperative Act; the same applies below)"; the phrase " may state their opinions on the election or dismissal, or resignation of accounting advisors at the shareholders meeting" in Article 345, paragraph (1) of that Act is deemed to be replaced with "may attend the general meeting and state their opinions of the appointment, dismissal, non-reappointment, or resignation of accounting auditors"; in paragraph (2) of that Article, the term "a person who has resigned as accounting counsel" is deemed to be replaced with "a person who has resigned as accounting auditor or has been dismissed", the phrase "after resignation" is deemed to be replaced with "after resignation or dismissal", and the phrase "may state the effect of the resignation and the reason thereof" is deemed to be replaced with "may state that they have resigned and the reason for the resignation or may state the opinions on their dismissal"; in paragraph (3) of that Article, the term "director" is deemed to be replaced with "director (or a management committee member, in the case of a cooperative with management committee members as prescribed by Article 34-2, paragraph (4) of the Fishery Industry Cooperative Act)", and the term "Article 298, paragraph (1), item (i)" is deemed to be replaced with "Article 47-4, paragraph (1), item (i) of that Act"; in Article 396, paragraph (1) of that Act, the term "the following Chapter" is deemed to be replaced with "Article 41-2, paragraph (3) of the Fishery Industry Cooperative Act", the phrase "the financial statements, detailed statements attached to them, provisional financial statements, and consolidated financial statements" is deemed to be replaced with "the documents prescribed by that paragraph", and the term "Order of the Ministry of Justice" is deemed to be replaced with "an order of the competent ministry"; the phrase "directors, accounting counselors, and managers" in paragraph (2) of that Article is deemed to be replaced with "directors, management committee members, and counselors"; the term "Order of the Ministry of Justice" in item (ii) of that paragraph is deemed to be replaced with "an order of the competent ministry"; the term "subsidiary" in paragraphs (3) and (4) of that Article is deemed to be replaced with "subsidiary corporation or other similar corporation"; the phrase "a company with financial auditor or of its subsidiary company" in paragraph (5), item (ii) of that Act is deemed to be replaced with "a director, management committee member, auditor, counselor, or other employee of a cooperative with an accounting auditor as prescribed by Article 41-2, paragraph (3) of the Fishery Industry Cooperative Act, or of its subsidiary corporation or other similar corporation"; the term "subsidiary" in item (iii) of the paragraph is deemed to be replaced with "subsidiary corporation or other similar corporation"; the term "director" in Article 397, paragraph (1) of the Act is deemed to be replaced with "director or management committee member"; the term "Article 396, paragraph (1)" in Article 398, paragraph (1) of that Article is deemed to be replaced with "Article 41-2, paragraph (3) of the Fishery Industry Cooperative Act"; and the term "director" in Article 399, paragraph (1) of that Act is deemed to be replaced with "director".

(2)The provisions of Article 39-6 (excluding paragraph (9), item (i)), Article 39-7, paragraphs (1) through (3), and Article 39-8, paragraph (1) apply mutatis mutandis to the liability of a financial auditor. In this case, the term "the number prescribed by (a) through (c) below depending on the classification of officers stated in (a) through (c) below" in Article 39-6, paragraph (4), item (ii) is deemed to be replaced with "two"; in Article 39-6, paragraph (9), item (ii), the term "auditors" is deemed to be replaced with "auditors or accounting auditors" and the term "audit report" is deemed to be replaced with "audit report or accounting audit report"; and the term "other officers" in paragraph (10) of that Article is deemed to be replaced with "officers or other accounting auditors".

Article 42(1)Cooperative members (excluding associate members) may demand a re-election of the officers (excluding directors, in the case of a cooperative with management committee members) through their representative members, upon obtaining joint signatures of one-fifth or more (if a lower percentage is specified in the articles of association, that percentage applies; the same applies in the following paragraph) of the total members (excluding associate members).

(2)In the case of a cooperative with management committee members, cooperative members (excluding associate members) may demand a dismissal of the directors through their representative members, upon obtaining joint signatures of one-fifth or more of all members (excluding associate members).

(3)A demand under the preceding two paragraphs may be made to all directors, all management committee members, or all auditors at the same time; provided, however, that this does not apply in the case of making a demand due to a violation of laws and regulations, administrative authority's dispositions, the articles of association, bylaws, credit business provisions, or mutual aid insurance provisions.

(4)A demand under paragraph (1) or (2) must be made in writing stating the reasons for the re-election or dismissal to the directors (or to the management committee members, in the case of a cooperative with management committee members; the same applies in this Article).

(5)Upon receiving a demand under paragraph (1) or (2), the director must submit the demand for the discussion at a general meeting.

(6)Upon receiving a document under paragraph (4), the director must send the document or its copy to the officer subjected to the demand by seven days before the date of a general meeting, and must give the officer an opportunity to respond at the general meeting.

(7)If a majority of persons present at a general meeting referred to in paragraph (5) consent to a demand under paragraph (1) or (2), the officer subjected to the demand loses the office at that time.

(8)The provisions of Article 47-2, paragraph (2) and Article 47-3, paragraph (2) apply mutatis mutandis to the case referred to in paragraph (5).

Article 42-2(1)If a number of officers falls short of the number of officers specified by the articles of association, the officers who have retired due to expiration of their term of office or have resigned still have the rights and obligations of an officer until the new officers are appointed (including those performing duties as temporary directors or auditors under the following Article, paragraph (1)). The same applies if there are no representative directors or if a number of officers fall short of the number of representative directors specified in the articles of association.

(2)If there are no financial auditors or a number of financial auditors falls short of the number specified in the articles of association, and if a financial auditor is not appointed without delay, the auditor must appoint a person to perform the duties as a temporary financial auditor.

(3)The provisions of Article 337 and Article 340, paragraphs (1) through (3) of the Companies Act apply mutatis mutandis to a person performing the duties as a temporary financial auditor referred to in the preceding paragraph. In this case, the term "Article 435, paragraph (2)" in Article 337, paragraph (3), item (i) of that Act is deemed to be replaced with "Article 40, paragraph (2) of the Fishery Industry Cooperative Act", and the term "subsidiary" is deemed to be replaced with "subsidiary corporation or other similar corporation (meaning a subsidiary corporation or other similar corporation as provided by Article 122, paragraph (2) of the Fishery Industry Cooperative Act".

Article 43(1)When demanded by a cooperative member or other interested person at a risk of damage due to delay to be caused by absence of a person performing the duties as an officer, the administrative authority may appoint a person to perform the duties of a temporary director or auditor, or may convene a general meeting for election or appointment of officers (excluding directors in the case of a cooperative with a management committee members; the same applies in this paragraph) and have the cooperative elect or appoint officers.

(2)The provisions of Article 47-5 and Article 47-6 apply mutatis mutandis to the convocation of a general meeting as referred to in the preceding paragraph.

(3)When demanded by a cooperative member or other interested person at a risk of damage due to delay to be caused by absence of a person to perform the duties as the representative director, the administrative authority may appoint a person to perform the duties as a temporary representative director.

Article 44The provisions of Part VII, Chapter II, Section 2 of the Companies Act (excluding Article 847, paragraph (2), Article 847-2, Article 847-3, Article 849, paragraphs (2), paragraph (3), items (ii) and (iii), and paragraphs (6) through (11), Article 849-2, items (ii) and (iii), Article 851, and Article 853, paragraph (1), items (ii) and (iii) of that Act) apply mutatis mutandis to an action to pursue the liability of officers or financial auditors. In this case, the term "Order of the Ministry of Justice" in Article 847, paragraphs (1) and (4) of that Act is deemed to be replaced with "Order of the Ministry of Agriculture, Forestry and Fisheries'', and in Article 850, paragraph (4) of that Act, the phrase "Article 55, Article 102-2, paragraph (2), Article 103, paragraph (3), Article 120, paragraph (5), Article 213-2, paragraph (2), Article 286-2, paragraph (2), Article 424 (including as applied mutatis mutandis pursuant to Article 486, paragraph (4)), Article 462, paragraph (3) (limited to the portion relating to the obligation assumed for the portion not exceeding the distributable amount prescribed in the proviso to that paragraph), Article 464, paragraph (2), and Article 465, paragraph (2)" is deemed to be replaced with "Article 39-6, paragraph (3) of the Fishery Industry Cooperative Act (including as applied mutatis mutandis pursuant to Article 41-3, paragraph (2) of that Act)", and the other necessary technical replacement of terms is specified by Cabinet Order.

Article 45(1)A cooperative may appoint a counselor and a chief accountant and have them perform their duties at its principal office or secondary offices.

(2)The appointment and dismissal of the counselor and the chief accountant is to be decided by a resolution of the board of directors.

(3)The provisions of Article 11 paragraphs (1) and (3), Article 12, and Article 13 of the Companies Act apply mutatis mutandis to a counselor.

Article 46(1)Cooperative members (excluding associate members) may demand the director dismiss a counselor or chief accountant upon obtaining the consent of one-tenth or more (if a lower percentage is specified in the articles of association, that percentage applies) of the total members (excluding associate members).

(2)A demand under the preceding paragraph must be made in writing stating the reason for dismissal to the director.

(3)If a demand is made pursuant to the provisions of paragraph (1), the board of directors must decide whether or not to dismiss the counselor or chief accountant.

(4)The director must send a document referred to in paragraph (2) or its copy to the counselor or chief accountant by seven days before the day on which the decision referred to in the preceding paragraph is made, and must give them an opportunity to respond.

Article 47A regular general meeting must be convened once each fiscal year in accordance with the articles of association.

Article 47-2(1)An extraordinary general meeting may be convened whenever necessary, in accordance with the articles of association.

(2)If a cooperative member (excluding associate members) demands a director (or a management committee member, in the case of a cooperative with management committee members; the same applies in paragraph (4)) convene a general meeting by submitting a document stating the purpose of the meeting and the reason for the convocation upon obtaining the consent of one-fifth or more (if a lower percentage is specified in the articles of association, that percentage applies) of the total members (excluding associate members), the board of directors (or the management committee, in the case of a cooperative with management committee members) must decide to convene an extraordinary general meeting within 20 days of the date of the demand.

(3)In the case referred to in the preceding paragraph, if the articles of association provide for voting by an electronic or magnetic means, the purpose and reasons to be stated in the relevant document may be given by the electronic or magnetic means in lieu of being provided by the relevant document. In this case, the member is deemed to have submitted the relevant document.

(4)If the purpose and reasons to be stated in a document are given by an electronic or magnetic means as referred to in the first part of the preceding paragraph (excluding the means specified by Order of the Ministry of Agriculture, Forestry and Fisheries as prescribed by Article 11-3, paragraph (5)), the given information is deemed to have reached the director when it is saved in a file on the director's computer.

Article 47-3(1)General meetings are convened by a director (or by a management committee member, in the case of a cooperative with a management committee; the same applies in the following paragraph).

(2)If there is no one to perform the duties as a director, or if a director fails to follow the procedures for convening a general meeting without a justifiable reason when demanded under the paragraph (2) of the preceding Article, the auditor must convene a general meeting.

(3)In the case of a cooperative with management committee members, the director must convene a general meeting if there is no one to perform the duties as a management committee member or auditor.

Article 47-4(1)If a director convenes a general meeting, the director (or if a person other than a director convenes the general meeting, that person; the director and that person are collectively referred to as the "convener of a general meeting" in the following Article) must determine the following matters:

(2)The matters stated in the items of the preceding paragraph must be decided by a resolution at the board of directors (or by a resolution at the management committee, if a management committee member convenes the meeting), except for the case in which the auditor convenes a general meeting pursuant to paragraph (2) of the preceding Article (including as applied mutatis mutandis pursuant to Article 42, paragraph (8)).

Article 47-5(1)In order to convene a general meeting, a convener of the general meeting must give a written notice to that effect to the cooperative members at least one week before the date of the general meeting.

(2)In lieu of issuing the written notice referred to in the preceding paragraph, a convener of the general meeting may issue a notice by an electronic or magnetic means upon obtaining the consent of the cooperative members as provided by Cabinet Order. In this case, the convener is deemed to have issued the written notice referred to in that paragraph.

(3)The notice referred to in the preceding two paragraphs must include or enter the matters stated in the items of paragraph (1) of the preceding Article.

(4)At a general meeting, a resolution may be reached only on the matters stated in paragraph (1), item (ii) of the preceding Article for which a notice has been given in advance pursuant to the provisions of paragraph (1) or (2); provided, however, that this does not apply if otherwise provided for in the articles of association.

(5)The provisions of Articles 301 and 302 of the Companies Act apply mutatis mutandis to a notice referred to in paragraphs (1) and (2). In this case, in Article 301, paragraph (1) of that Act, the phrase "if the matters stated in Article 298, paragraph (1), item (iii) are decided" is deemed to be replaced with "if the articles of association provide for voting rights or election rights in writing", the term "Article 299, paragraph (1)" is deemed to be replaced with "Article 47-5, paragraph (1) of the Fishery Industry Cooperative Act", the term "Ministry of Justice Order" is deemed to be replaced with "Order of Ministry of Agriculture, Forestry and Fisheries", and the term "voting rights" is deemed to be replaced with "voting rights or election rights"; the term "Article 299, paragraph (3)" in paragraph (2) of that Article deemed to be replaced with "Article 47-5, paragraph (2) of the Fishery Industry Cooperative Act"; in Article 302, paragraph (1) of that Act, the phrase "if the matters stated in Article 298, paragraph (1), item (iv) are decided" is deemed to be replaced with "if the articles of incorporation provide for voting rights in electronic or magnetic means", the term "Article 299, paragraph (1)" is deemed to be replaced with "Article 47-5, paragraph (1) of the Fishery Industry Cooperative Act", and the term "Ministry of Justice Order" is deemed to be replaced with "Order of Ministry of Agriculture, Forestry and Fisheries"; the term "Article 299, paragraph (3)" in paragraph (2) of that Article is deemed to be replaced with "Article 47-5, paragraph (2) of the Fishery Industry Cooperative Act"; in paragraphs (3) and (4) of that Article, the term "Article 299, paragraph (3)" is deemed to be replaced with "Article 47-5, paragraph (2) of the Fishery Industry Cooperative Act", and the term "Ministry of Justice Order" is deemed to be replaced with "Order of the Ministry of Agriculture, Forestry and Fisheries"; and the other necessary technical replacement of terms is specified by Cabinet Order.

Article 47-5-2The provisions of Part II, Chapter IV, Section 1, Subsection 3 of the Companies Act (excluding Article 325-2, item (iv), Article 325-3, paragraph (1), item (iv) and (vi) and paragraph (3), Article 325-4, paragraph (1), paragraph (2), item (ii), and paragraph (4), and Article 325-7 of that Act) apply mutatis mutandis if a cooperative takes any measures for electronic provision (meaning the measures prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries as enabling cooperative members to receive information by an electronic or magnetic means) of information that is contained in reference documents for a general meeting (meaning the documents prescribed by Article 301, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to paragraph (5) of the preceding Article following the deemed replacement of the terms), in voting forms (meaning the documents prescribed by Article 301, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to paragraph (5) of the preceding Article following the deemed replacement of the terms), or in documents related to account settlement. In this case, in Article 325-2 of that Act, the term "director" is deemed to be replaced with "convener of a general meeting (meaning a convener of a general meeting as prescribed by Article 47-4, paragraph (1) of the Fishery Industry Cooperative Act; the same applies below)", and the "measures so that shareholders (if the general meeting of class shareholders is convened, limited to shareholders of shares of a class) can receive the provision of information by electronic or magnetic means as prescribed in a Ministry of Justice Order" is deemed to be replaced with "measures for electronic provision prescribed by Article 47-5-2 of that Act"; the phrase "In the cases set forth in each item of Article 299, paragraph (2), the directors of a stock corporation with articles of incorporation that provide that measures for electronic provision are taken must continuously take measures for electronic provision of information related to the matters specified in the following items during the period from the day three weeks prior to the day of the shareholders meeting or the day that the notice specified in paragraph (1) of that Article is issued" in Article 325-3, paragraph (1) of that Act is deemed to be replaced with "A convener of a general meeting of a cooperative with articles of association that provide that measures for electronic provision are taken must continuously take measures for electronic provision of information related to the matters specified in the following items during the period from the day two weeks before the general meeting or the day on which the notice referred to in Article 47-5, paragraph (1) of the Fishery Industry Cooperative Act is issued"; the term "each item of Article 298, paragraph (1)" in item (i) of that paragraph is deemed to be replaced with "each item of Article 47-4, paragraph (1) of the Fishery Industry Cooperative Act"; the term "Article 301, paragraph (1)" in item (ii) of that paragraph is deemed to be replaced with "Article 301, paragraph (1) as applied mutatis mutandis pursuant to the provisions of Article 47-5 of the Fishery Industry Cooperative Act (iii) following the deemed replacement of the terms"; the term "Article 302, paragraph (1)" in item (iii) of that paragraph is deemed to be replaced with "Article 302, paragraph (1) as applied mutatis mutandis pursuant to the provisions of Article 47-5, paragraph (5) of the Fishery Industry Cooperative Act following the deemed replacement of the terms"; the phrase "if the stock company is a company with a board of directors, when a director" in item (v) of the paragraph is deemed to be replaced with "if the convener of the general meeting"; the phrase "if the directors deliver voting forms to shareholders when serving the notice set forth in Article 299, paragraph (1)" in paragraph (2) of that Article is deemed to be replaced with "if the convener of the general meeting delivers voting forms to shareholders when serving the notice stated in Article 47-5, paragraph (1) of the Fishery Industry Cooperative Act"; in Article 325-4, paragraph (2) of that Act, the term "Article 299, paragraph (4)" is deemed to be replaced with "Article 47-5, paragraph (3) of the Fishery Industry Cooperative Act", the phrase "the matters set forth in Article 298, paragraph (1), item (v) need not be stated or recorded in the notice provided pursuant to Article 299, paragraph (2) or paragraph (3)" is deemed to be replaced with "the matters stated in Article 47-4, paragraph (1), item (iii) of that Act need not be stated or recorded in the notice under Article 47-5, paragraph (1) or (2) of that Act", and the phrase "through item (iv)" is deemed to be replaced with "and item (ii)"; the phrase "if measures for electronic provision are taken, a statement to that effect" in the item (i) of that paragraph is deemed to be replaced with "a statement to that the measures for electronic provision are taken"; the term " the Ministry of Justice Order" in item (iii) of that paragraph and Article 325-5, paragraph (3) of that Act is deemed to be replaced with "Order of the Ministry of Agriculture, Forestry and Fisheries"; in Article 325-4, paragraph (3) of that Act, the term "Article 301, paragraph (1), Article 302, paragraph (1), Article 437, and Article 444, paragraph (6)" is deemed to be replaced with "Article 40, paragraph (7) of the Fishery Industry Cooperative Act and Article 301, paragraph (1) and Article 302, paragraph (1) of this Act as applied mutatis mutandis pursuant to the provisions of Article 47-5, paragraph (5) of the Fishery Industry Cooperative Act following the deemed replacement of the terms", and the phrase "when the directors of a stock company with articles of incorporation that contain provisions to the effect that measures for electronic provision are taken serve the notice set forth in Article 299, paragraph (1)" is deemed to be replaced with "the convener of the general meeting of a cooperative with articles of association that contain provisions to the effect that measures for electronic provision are taken serve the notice stated Article 47-5, paragraph (1) of that Act"; the term "Article 299, paragraph (3) (including as applied mutatis mutandis pursuant to Article 325)" in Article 325-5, paragraph (1) of that Act is deemed to be replaced with "Article 47-5, paragraph (2) of the Fishery Industry Cooperative Act"; in paragraph (2) of that Article, the term "director" is deemed to be replaced with "convener of the general meeting", the term "Article 299, paragraph (1)" is deemed to be replaced with "Article 47-5, paragraph (1) of the Fishery Industry Cooperative Act", and the phrase "shareholders (if a record date (meaning a record date provided in Article 124, paragraph (1)) specifying the persons who can exercise voting rights at the relevant shareholders meeting is set, limited to persons who requested delivery of documents by the record date)" is deemed to be replaced with "cooperative members".

Article 47-6(1)A notice or demand to be given by a cooperative to its member may be issued to their address as included or entered in the list of members (or if the member has separately notified the cooperative of the place or contact information at which they are to receive a notice or demand, to the place or contact information).

(2)The notice or demand referred to in the preceding paragraph is deemed to have been delivered at the time when it would normally have been delivered.

(3)The provisions of the preceding two paragraphs apply mutatis mutandis when, in giving the notice referred to in paragraph (1) of the preceding Article, the relevant person issues a written document or provides the information to be included in the written document to a cooperative member by an electronic or magnetic means. In this case, the term "have been delivered" in the preceding paragraph is deemed to be replaced with "have been delivered by a written document or by an electronic or magnetic means stating the relevant information".

Article 48(1)The following matters must pass a resolution at a general meeting:

(2)Changes to the articles of association (excluding minor matters and other matters specified by Order of the Ministry of Agriculture, Forestry and Fisheries) do not take effect unless approved by the administrative authority.

(3)If an application for the approval referred to in the preceding paragraph has been filed, the provisions of Article 63, paragraph (2), Article 64, and Article 65 apply mutatis mutandis.

(4)If a cooperative makes any change to its articles of association regarding the matters prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries as referred to in paragraph (2), the cooperative must notify the administrative authority of the change without delay.

(5)Notwithstanding paragraph (1), in accordance with Cabinet Order, the articles of association may provide that a resolution of a general meeting is not required for changes to the mutual aid insurance provisions regarding minor matters or other matters prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries.

Article 49(1)Unless otherwise provided by this Act, by the articles of association, or by the bylaws, the matters for discussion at a general meeting are resolved by a majority of the votes cast by persons present at the meeting, and in the case of a tie, the chair person is to decide.

(2)The chair person is elected by a general meeting on each occasion.

(3)The chair person does not have the right to participate in the voting at a general meeting as a cooperative member.

Article 50The following matters need to be resolved by two-thirds or more (if a higher percentage is specified in the articles of association, that percentage applies) of the votes cast by persons present at the meeting, while the meeting is attended by half or more (if a higher percentage is provided in the articles of association, that percentage applies) of all cooperative members (excluding associate members):

Article 50-2If an officer is required to explain a specific matter by a cooperative member at a general meeting, the officer must provide the necessary explanation on the matter; provided, however, that this does not apply if the matter does not relate to the purpose of the general meeting, if giving the explanation would materially impede cooperative members' common interests, or if there is any other justifiable reason as prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries.

Article 50-3The provisions of Article 47-4 and Article 47-5 do not apply if a general meeting has resolved to postpone or continue the meeting.

Article 50-4(1)Minutes of a general meeting must be prepared regarding the matters discussed in accordance with Order of the Ministry of Agriculture, Forestry and Fisheries.

(2)A director must keep the minutes referred to in the preceding paragraph at the principal office for ten years from the date of the general meeting.

(3)A director must keep a copy of the minutes referred to in paragraph (1) at a secondary office for five years from the date of a general meeting; provided, however, that this does not apply if the minutes are prepared in a form of an electronic or magnetic record, and the measures prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries are taken to enable the secondary office to respond to the demand stated in item (ii) of the following paragraph.

(4)At any time during the business hours of a cooperative, any of its members or creditors may make the following demands to the cooperative's director; in this case, the director must not refuse the demand without a justifiable reason:

Article 51The provisions of Article 830, Article 831, Article 834 (limited to the portions relating to items (xvi) and (xvii)), Article 835, paragraph (1), Article 836, paragraph (1) and paragraph (3), Article 837, Article 838 and Article 846 of the Companies Act apply mutatis mutandis to an action for confirmation of the absence or invalidity of a resolution at a general meeting or for revocation of the resolution. In this case, in Article 831 (1) of that Act, the phrase "shareholders, etc. (or, if the general meeting of shareholders, etc. referred to in each item is a general meeting of incorporation or a class general meeting of incorporation, shareholders, etc., shareholders at the time of incorporation, directors at the time of incorporation or auditors at the time of incorporation)" is deemed to be replaced with "cooperative members, directors, management committee members, auditors, or liquidators", the phrase "shareholder (or, if that resolution is the resolution at an organizational meeting) or director (or, in cases of a company with audit and supervisory committee, directors who are audit and supervisory committee members or other directors; hereinafter the same applies in this paragraph)" is deemed to be replaced with "cooperative member, director, management committee member", and the term "Article 346, paragraph (1) (including cases where it is applied mutatis mutandis pursuant to Article 479, paragraph (4))" is deemed to be replaced with "Article 42-2, paragraph (1) of the Fishery Industry Cooperative Act (including as applied mutatis mutandis pursuant to Article 77)"; and in proviso to that paragraph and the proviso of Article 836, paragraph (1) of that Act, the term "director" is deemed to be replaced with "director, management committee member"; and the other necessary technical replacement of terms is prescribed by Cabinet Order.

Article 51-2(1)If a cooperative has collective fishing rights qualified pursuant to the provisions of Article 72, paragraph (2) of the Fishery Act (including as applied mutatis mutandis pursuant to paragraph (4) of that Article), the cooperative may establish a subcommittee of its general meeting for each relevant district prescribed by Article 62, paragraph (2), item (i) of that Act (limited to a district of the cooperative) upon passing a resolution at the general meeting, and confer its authority under the collective fishing rights to the subcommittees regarding the matters prescribed in Article 48, paragraph (1), items (viii) through (x) of this Act (regarding the matters stated in item (ix) of that paragraph, they are limited to establishment, change and repeal of the rules for exercising fishing rights or the recreational fishing rules).

(2)A subcommittee of a general meeting is to consist of cooperative members (excluding associate members) having their address or place of business in the relevant district as referred to in the preceding paragraph in which the subcommittee is established.

(3)Unless otherwise provided by this Act, by the articles of association, or by the bylaws, the matters for discussion at a subcommittee of a general meeting are resolved by a majority of the votes cast by persons present at the meeting, and in the case of a tie, the chair person is to decide.

(4)The chair person is elected by a subcommittee of a general meeting on each occasion.

(5)The chair person does not have the right to participate in voting at a subcommittee meeting as a cooperative member of the subcommittee of the general meeting.

(6)The following matters need to be resolved by two-thirds or more (if a higher percentage is provided in the articles of association, that percentage applies) of the votes cast by persons present at the meeting, while the meeting is attended by half or more (if a higher percentage is specified in the articles of association, that percentage applies) of the total cooperative members of the subcommittee of the general meeting.

(7)The provisions of Article 21, Articles 47-2 through 47-5, Articles 50-2 through the preceding Article, and Article 125, paragraphs (1) and (3) apply mutatis mutandis to subcommittees of a general meeting. In this case, the term "one voting right and one right to elect officers and representatives" in Article 21, paragraph (1) is deemed to be replaced with "one voting right"; in paragraph (2) of that Article, the term "Article 47-5, paragraph (1) or (2) (including as applied mutatis mutandis pursuant to Article 43, paragraph (2))" is deemed to be replaced with "Article 47-5, paragraph (1) or (2) as applied mutatis mutandis pursuant to Article 51-2, paragraph (7)" and the phrase "voting right or election right (referred to as "right to vote or elect'' in paragraphs (4) or (7))" is deemed to be replaced with "voting right''; the phrase "a right to vote or elect" in paragraphs (4) and (7) of that Article is deemed to be replaced with "a voting right"; in Article 47-2, paragraph (2), the phrase "a member (excluding associate members) submits a document stating the purpose of the meeting and the reason for the convocation to the director (or to the management committee member, in the case of a cooperative with management committee members; the same applies in paragraph (4)) to convene the general meeting with the consent of at least one-fifth of all members (excluding associate members)" is deemed to be replaced with "a cooperative member of a subcommittee of a general meeting demands a director (or a management committee member, in the case of a cooperative with management committee members; the same applies in paragraph (4)) convene a general meeting by submitting a document stating the purpose of the meeting and the reason for the convocation upon obtaining the consent of one-fifth or more (if a lower percentage is specified in the articles of association, that percentage applies) of the total members of the subcommittee"; and in Article 125, paragraph (1), the phrase "a cooperative member (excluding a cooperative member under Article 18, paragraph (5) and a federation member under Article 88, item (iii) or (iv), Article 98, item (ii) or Article 102, item (iii) or (iv)) demands revocation of a resolution at the general meeting, or voting or election within one month from the date of the resolution, voting or election, upon obtaining the consent of one-tenth or more of the total members (excluding cooperative members under Article 18, paragraph (5) and federation members under Article 88, item (iii) or (iv), Article 98, item (ii) or Article 102, item (iii) or (iv))" is deemed to be replaced with "a cooperative member of a subcommittee of a general meeting demands revocation of a resolution at the general meeting within one month from the date of the resolution, upon obtaining the consent of one-tenth or more of the total members of the subcommittee", the phrase ", the method of reaching the resolution, or the election" is deemed to be replaced with "or the method of reaching the resolution", and the phrase "the administrative authority may revoke the resolution, voting or election" is deemed to be replaced with "the administrative authority may revoke the resolution"; and the other necessary technical replacements of terms is specified by Cabinet Order.

Article 52(1)A cooperative with more than 200 cooperative members (excluding associate members) may establish a meeting of representatives in lieu of a general meeting in accordance with its articles of association.

(2)A representative must be a cooperative member (excluding an associate member).

(3)The fixed number of representatives must be one-fourth or more of the number of the cooperative members (excluding associate members); provided, however, that if the cooperative has more than 400 cooperative members (excluding associate members), it is sufficient to have 100 or more representatives.

(4)The term of the office of a representative is three years or less as specified by the articles of association.

(5)The provisions of Article 34, paragraphs (4) through (8) apply mutatis mutandis to representatives.

(6)The provisions regarding a general meeting (excluding those regarding a subcommittee of a general meeting) apply mutatis mutandis to a meeting of representatives. In this case, the phrase "that person is in the same household with the member, is an employee of the member, or is also a cooperative member themselves (excluding an associate member)" in Article 21, paragraph (2) is deemed to be replaced with " that person is also a cooperative member themselves (excluding an associate member)"; and the phrase "five cooperative members" in paragraph (5) of that Article is deemed to be replaced with "two cooperative members".

(7)Notwithstanding the preceding paragraph, a meeting of representatives (excluding a meeting of representatives as referred to in the following paragraph) may not elect representatives or resolve on the matters referred to in Article 50, item (ii), item (iii)-2, or item (iv).

(8)Notwithstanding paragraph (6), in case of a cooperative primarily consisting of persons engaged in gathering or catching aquatic animals and plants or aquaculture or breeding in inland waters (excluding persons who engages or is engaged in fishery), a meeting of representatives may not elect representatives or resolve on the matters referred to in Article 50, item (ii) or (iii)-2.

(9)Matters already resolved at a meeting of representatives may be further resolved at a general meeting convened within three months of the date of the resolution at the meeting of representatives. In this case, if the general meeting reaches a different resolution from that of the meeting of representatives, the resolution reached at the general meeting is effective after that.

Article 53(1)If a cooperative requiring capital contribution reduces the amount of one unit of capital contribution, its creditor may make an objection to the reduction to the cooperative.

(2)In the case referred to in the preceding paragraph, the cooperative requiring capital contribution must give public notice regarding the following matters in an official gazette and also must give notice regarding those matters separately to known creditors other than the persons having savings accounts, persons having fixed-term installment savings accounts, and other creditors as provided by Cabinet Order; provided, however, that the period referred to in item (iii) may not be less than one month:

(3)Notwithstanding the preceding paragraph, if, in addition to making a public notice under that paragraph in an official gazette, a cooperative requiring capital contribution also makes the public notice in the method stated in any of item (ii) or (iii) of that paragraph in accordance with the provisions of the articles of association as provided for by Article 126-4, paragraph (2), the cooperative is not required to give separate notices under the preceding paragraph.

Article 54(1)If a creditor does not state their objection within the period referred to in paragraph (2), item (iii) of the preceding Article, the creditor is deemed to have approved the reduction in the amount of one unit of capital contribution.

(2)If a creditor states an objection, the cooperative requiring capital contribution must satisfy the obligations, provide sufficient security to the creditor, or entrust sufficient assets to a trust company or a financial institution engaged in the trust business for the purpose of having the obligations to the creditor satisfied; provided, however, that this does not apply if there is no risk of harm to the creditors even if the amount of one unit of capital contribution is reduced.

(3)The provisions of Article 828, paragraph (1) (limited to the part relating to item (v)) and paragraph (2) (limited to the part relating to item (v)), Article 834 (limited to the part relating to item (v)), Article 835, paragraph (1), Articles 836 through 839, and Article 846 of the Companies Act apply mutatis mutandis to an action for invalidation of a reduction in the amount of one unit of a cooperative's capital contribution. In this case, the term "shareholders, etc." in Article 828, paragraph (2), item (v) of that Act is deemed to be replaced with "cooperative members, directors, management committee members, auditors, and liquidators", the term "directors" in the proviso to Article 836, paragraph (1) of that Act is deemed to be replaced with "directors, management committee members", and the other necessary technical replacement of the terms is prescribed by Cabinet Order.

Article 54-2(1)Upon passing a resolution at a general meeting, a cooperative engaged in the business referred to in Article 11, paragraph (1), item (iv) may transfer all or part of its credit business to another cooperative engaged in the business referred to in that item, a federation of fishery industry cooperatives engaged in the business referred to in Article 87, paragraph (1), item (iv), a marine product processing industry cooperative engaged in the business referred to in Article 93, paragraph (1), item (ii), or a federation of marine product processing industry cooperatives engaged in the business referred to in Article 97, paragraph (1), item (ii) (collectively referred to as a "cooperative engaged in a credit business" in this Article and the following Article).

(2)Upon passing a resolution at a general meeting, a cooperative engaged in the business referred to in Article 11, paragraph (1), item (iv) may acquire all or part of the credit business (including the credit business prescribed in Article 11-5, paragraph (2) as applied mutatis mutandis pursuant to Article 92, paragraph (1), Article 96, paragraph (1), or Article 100, paragraph (1); the same applies in the following Article) from a cooperative engaged in the credit business.

(3)The transfer or acquisition of all or part of the credit business prescribed by the preceding two paragraphs does not take effect unless approved by the administrative authority, except for the transfer or acquisition specified by Cabinet Order.

(4)If a cooperative as prescribed by paragraph (1) transfers all or part of its credit business, the cooperative must give public notice to that effect without delay.

(5)If public notice under the preceding paragraph is given, the notice is deemed to have been given to the cooperative's creditors by using an instrument bearing a certified date under Article 467 of the Civil Code. In this case, the date of the public notice is deemed to be the certified date.

(6)The provisions of the preceding two Articles apply mutatis mutandis to the transfer or acquisition of all or part of the credit business prescribed in paragraphs (1) and (2). In this case, the term "the details of the reduction in the amount of one unit of capital contribution" in Article 53, paragraph (2), item (i) is deemed to be replaced with "the fact of transfer or acquisition of all or part of the credit business".

(7)If a cooperative transfers all of its credit business pursuant to paragraph (1), it must notify the administrative authority to that effect without delay and make the necessary changes to its articles of association to discontinue its credit business.

Article 54-3(1)If a cooperative engaged in the business referred to in Article 11, paragraph 1, item (iv) acquires all or part of the credit business of a cooperative engaged in a credit business, and if the amount of the net assets of the acquiring cooperative does not exceed one-fifth (if a lower percentage is provided in the articles of association, that percentage applies) of an amount calculated by a method specified by the Order of the Ministry of Agriculture, Forestry and Fisheries, the term "general meeting" in the paragraph (2) of the preceding Article is deemed to be replaced with "general meeting or board of directors (or management committee, in the case of a cooperative with management committee members)" regarding application of the paragraph (2) of the preceding Article.

(2)If a cooperative prescribed by the preceding paragraph acquires all or part of the credit business without a resolution at a general meeting pursuant to the provisions of that paragraph, it must give public notice of the name and address of a cooperative engaged in the credit business with which to enter into the acquisition agreement, and the intention to acquire all or part of the credit business without a resolution at the general meeting pursuant to the provisions of that paragraph, or must notify its members to that effect, within two weeks from a date of entering into the agreement.

(3)If one-sixth or more of the total members (excluding associate members) of the cooperative prescribed by paragraph (1) (excluding associate members) give the cooperative a written notice stating an objection to the acquisition of all or part of the credit business within two weeks from the date of the public notice or notification under the preceding paragraph, the cooperative may not acquire all or part of the credit business without a resolution at a general meeting pursuant to the provisions of paragraph (1).

Article 54-4(1)If a cooperative engaged in the business referred to in Article 11, paragraph (1), item (xii) transfers all or part of its mutual aid insurance agreements (in the case of transfer of part of the agreements, the transfer is limited to an unitary transfer), it must transfer those agreements to either another cooperative engaged in the mutual aid insurance business or a mutual aid insurance federation of fishery industry cooperatives, by entering into an agreement with them.

(2)A cooperative that transfers all or part of its mutual aid insurance agreements pursuant to the preceding paragraph may provide for the transfer of assets relating to its mutual aid insurance business in the agreement entered into as under that paragraph.

(3)The provisions of Articles 53 and 54 apply mutatis mutandis to the transfer of all or part of the mutual aid insurance business and the transfer of assets relating to the mutual aid insurance business as prescribed in the preceding paragraph. In this case, the term "details of the reduction in the amount of one unit of capital contribution" in Article 53, paragraph (2), item (i) is deemed to be replaced with "the intention to transfer all or a part of the mutual aid insurance business or transfer the assets relating to the mutual aid insurance business".

(4)The provisions of Article 54-2, paragraph (7) apply mutatis mutandis to the cooperative that has transferred all of its mutual aid insurance business or all of its mutual aid insurance agreements upon passing a resolution under Article 48, paragraph (1), item (v).

Article 54-5The accounting of a cooperative is in accordance with generally accepted accounting practices.

Article 54-6(1)A cooperative must prepare timely and accurate accounting books as prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries.

(2)The provisions of Article 432, paragraph (2) and Article 434 of the Companies Act apply mutatis mutandis to the accounting books referred to in the preceding paragraph.

Article 55(1)A cooperative (excluding a cooperative not requiring capital contribution that does not engage in the business referred to in Article 11, paragraph (1), items (v) through (vii); the same apply in paragraph (7) and the following Article) must set aside one-tenth or more of its surplus (or one-fifth or more of its surplus, in the case of a cooperative engaged in the business referred to in Article 11, paragraph (1), item (iv) or (xii)) as retained earnings reserves in each fiscal year until the reserves reach an amount specified in its articles of association.

(2)The amount of retained earnings reserves specified in the articles of association as referred to in the preceding paragraph must not be less than half of the total amount of capital contributions, in the case of a cooperative requiring capital contribution (or less than the total amount of capital contributions, in the case of a cooperative engaged in the business referred to in Article 11, paragraph (1), item (iv) or (xii)).

(3)A cooperative requiring capital contribution must set aside the excess amount as capital reserves, if the amount of its capital contribution reduced as a result of a reduction in the amount of one unit of capital contribution exceeds the amount of the payments to its members for their ownership interest in the cooperative and the amount used to cover the loss.

(4)The amount to be allocated as retained earnings reserves or capital reserves upon merger is prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries.

(5)The retained earnings reserves referred to in paragraph (1) and the capital reserves referred to in paragraph (3) must not be used except to cover the loss.

(6)No capital reserves may be used to cover any loss unless the retained earnings reserves are insufficient to cover the loss.

(7)A cooperative must carryover at least one-twentieth of the surplus from each fiscal year to the following fiscal year to cover the expenses of the businesses referred to in Article 11, paragraph (1), items (ii) and (xiv).

Article 56(1)A cooperative may pay a dividend from its surplus up to its net assets calculated in a manner prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries as of the end of the fiscal year from which the following amounts are deducted:

(2)A dividend from surplus must be paid in accordance with the articles of association in proportion to capital contribution paid in by cooperative members up to an annual yield of 8 percent or less by Cabinet Order, or in proportion to the amount of a cooperative's service used by users.

Article 57A cooperative requiring capital contribution may use surplus to be distributed to its members for the members' capital contribution in accordance with its articles of association, until the members have paid in their capital contributions.

Article 57-2Beyond what is provided for by Articles 11-14 and 11-17, Articles 15-17 through 15-23, and Article 54-5 through the preceding Article, the matters with which a cooperative must comply as the standards for handling its finance properly in order to clarify the financial situations between the cooperative and its members and to preserve its members' profit are as prescribed by Cabinet Order.

Article 58(1)A cooperative requiring capital contribution may not acquire its member's ownership interest in the cooperative, or may not hold the ownership interest pledged as a collateral.

(2)Notwithstanding the preceding paragraph, if a cooperative requiring capital contribution takes a transfer of its member's ownership interest in the cooperative pursuant to Article 25, paragraph (1), the cooperative may acquire the ownership interest.

(3)If a cooperative requiring capital contribution acquires its member's ownership interest in the cooperative pursuant to the preceding paragraph, the cooperative must promptly dispose of the ownership interest it has acquired.

Article 58-2(1)A cooperative must prepare a business report stating the status of its business operations and assets and submit it to the administrative authority for each fiscal year.

(2)If a cooperative has a subsidiary or other affiliated person (meaning a subsidiary or other company that has a special relationship with the cooperative as specified by Order of the Ministry of Agriculture, Forestry and Fisheries; the same applies in this Chapter), the cooperative must prepare a business report that consolidates the status of the business operations and assets of both the cooperative and its subsidiary or other affiliated person, in addition to the business report referred to in the preceding paragraph, and submit it to the administrative authority, for each fiscal year.

(3)The information to be included in the business reports referred to in the preceding two paragraphs, the due date for submission, and other necessary matters concerning the business reports are prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries.

Article 58-3(1)A cooperative engaged in the business referred to in Article 11, paragraph (1), item (iv) or (xii) must prepare an explanatory document including the information specified by an order of the competent ministry as relating to the status of business operations and assets for each fiscal year, keep it at the office of the cooperative (excluding offices mainly used for business other than credit business or mutual aid insurance business and other offices specified by an order of the competent ministries; the same apply in this Article), and make the document available for public inspection.

(2)If a cooperative referred to in the preceding paragraph has its subsidiary or other affiliated person, in addition to the explanatory document referred to in the preceding paragraph, the cooperative must prepare another explanatory document consolidating the information prescribed by an order of the competent ministry as relating to the status of the business operations and assets of both the cooperative and its subsidiary or other affiliated person for each fiscal year, keep it at the office of the cooperative, and make the documents available for public inspection.

(3)The explanatory documents prescribed by the preceding two paragraphs may be prepared in a form of an electronic or magnetic record.

(4)If the explanatory documents referred to in paragraph (1) or (2) are prepared in a form of an electronic or magnetic record, a cooperative may take measures as prescribed by an order of the competent ministry at the office of the cooperative to make the information included in the electronic or magnetic record available to an unspecified number of persons using an electronic or magnetic means. In this case, the explanatory documents prescribed by these paragraphs are deemed to have been kept and available for public inspection in accordance with these paragraphs.

(5)Beyond what is provided for in the preceding paragraphs, the period during which the explanatory documents referred to in paragraph (1) or (2) are made available for public inspection and other matters necessary for the application of these provisions are prescribed by an order of the competent ministry.

(6)In addition to the information prescribed by paragraph (1) or (2), a cooperative referred to in paragraph (1) must endeavor to disclose other matters that would serve as a reference for the users of the credit services or mutual aid insurance services to know the status of the business operations and assets of the cooperative and its subsidiary or other affiliated person.

Article 59In order to found a cooperative, 20 persons or more intending to be its members (excluding associate members) are required to become its founding members (or 15 persons or more are required, in case of a cooperative in which only persons engaged in the type-specific fishery are eligible to be its members (referred to as a "type-specific fishery cooperative" below)).

Article 60(1)A founding member must prepare in advance a prospectus describing a cooperative's businesses, districts, and eligibility to be a cooperative member, and must give a public notice within a certain period before the founding meeting regarding the prospectus together with the date, time, and place of the meeting.

(2)The certain period referred to in the preceding paragraph must not be less than two weeks.

Article 61(1)At the founding meeting, persons responsible to prepare the articles of association (referred to as "committee members drafting the articles of association" below) must be appointed among the persons at the meeting intending to be cooperative members (excluding associate members), and the basic matters for drafting the articles of association such as its district or eligibility to be a cooperative member must be determined.

(2)The number of the committee members drafting the articles of association must be 20 or more (or 15 or more in the case of a type-specific fishery cooperative).

(3)The matters for discussion at the founding meeting are resolved with the consent of the majority of persons at the meeting intending to be a cooperative member (excluding an associate member).

Article 62(1)When the committee members drafting the articles of association have prepared the articles of association, the founding members must give a public notice within a certain period before the inaugural meeting regarding the articles of association together with the date, time, and place of the inaugural meeting, and hold the inaugural meeting.

(2)The certain period referred to in the preceding paragraph must not be less than two weeks.

(3)Approval of the articles of association prepared by the committee members drafting the articles of association, establishment of a business plan, and decisions on other necessary matters for the establishment must be decided at the inaugural meeting.

(4)At the inaugural meeting, the articles of association referred to in the preceding paragraph may be changed; provided, however, that this does not apply to the provisions concerning districts and eligibility to be a cooperative member.

(5)The matters for discussion at the inaugural meeting are resolved by two-thirds or more of the votes cast by persons present at the meeting, while the meeting is attended in person by half or more of persons eligible to be a cooperative member (excluding an associate member) who have given the founding members their consent to founding a cooperative before the meeting date.

(6)The provisions of Article 21, paragraph (1), Article 49, paragraphs (2) and (3), and Articles 50-2 through 50-4 apply mutatis mutandis to an inaugural meeting, and the provisions of Article 830 Article 831, Article 834 (limited to the parts relating to items (xvi) and (xvii)), Article 835, paragraph (1), Article 836, paragraphs (1) and (3), Article 837, Article 838, and Article 846 of the Companies Act apply mutatis mutandis to an action for confirmation of the absence or invalidity of a resolution of the inaugural meeting or for revocation of the resolution. In this case, the term "officer" in Article 50-2 of this Act is deemed to be replaced with "founding member and committee member drafting articles of association"; the term "Article 47-4 and Article 47-5" in Article 50-3 of this Act is deemed to be replaced with "Article 62, paragraphs (1) and (2)"; in Article 831, paragraph (1) of the Companies Act, the term "shareholder, etc." is deemed to be replaced with "cooperative member, director, management committee member, auditor, liquidator", and the phrases "director at incorporation or corporate auditor at incorporation" and "director at incorporation (if the stock company to be incorporated is a company with an audit and supervisory committee, a director at incorporation who is an audit and supervisory committee member at incorporation or other director at incorporation) or corporate auditor at incorporation" are deemed to be replaced with "founding member or committee member drafting articles of association"; in the proviso of Article 836, paragraph (1), the term "director" is deemed to be replaced with "director, management committee member", and the term "director at incorporation or corporate auditor at incorporation" is deemed to be replaced with "founding member or committee member drafting articles of association"; and other necessary technical replacement of the terms is specified by Cabinet Order.

Article 63(1)The founding members must apply for approval of founding by submitting the articles of association and a business plan to the administrative authority without delay after the conclusion of the inaugural meeting.

(2)The founding members must submit a report on founding the cooperative when required by the administrative authority.

Article 64Upon receiving an application for approval under paragraph (1) of the preceding Article, the administrative authority must grant approval for founding, except for cases falling under any of the following items:

Article 65(1)Upon receipt of an application for approval under Article 63, paragraph (1), the administrative authority must issue a notice of approval or disapproval to the founding member within two months of the date of receipt of the application.

(2)If the administrative authority has not issued the notice referred to in the preceding paragraph within the period referred to in that paragraph, the founding is deemed to have been approved on the date of expiration of the period. In this case, the founding member may demand the administrative authority certify the approval.

(3)If an administrative authority issues a demand for submission of a report pursuant to the provisions of Article 63, paragraph (2), the period from the date of the demand until the report reaches the administrative authority is not included in the period referred to in paragraph (1).

(4)If an administrative authority issues a notice of disapproval, it must include the reasons for the disapproval in the notice.

(5)If the founding member has filed an action seeking revocation of the disapproval and the court has rendered a judgment of revocation, the approval of founding is deemed to have been granted on the date when the judgment becomes final and binding. In this case, the provisions of the second sentence of paragraph (2) apply mutatis mutandis.

Article 66(1)Upon approval of the founding, the founding member must hand over the operation to the directors without delay.

(2)Upon being handed over pursuant to the preceding paragraph, the directors of the cooperative requiring capital contribution must have the cooperative member pay in the first capital contribution without delay.

(3)On the date of the first payment, a person making an in-kind contribution must deliver all the assets to be contributed; provided, however, that this does not preclude the person from conducting registration or other actions necessary for duly asserting establishment or transfer of relevant rights against a third party, after the cooperative has been founded.

Article 66-2If a cooperative has not made founding registration for 90 days after the date of the approval under Article 63, paragraph (1), the administrative authority may revoke the approval.

Article 67A cooperative is formed upon registration of its founding in the district in which its principal office is located.

Article 67-2The provisions of Article 828, paragraph (1) (limited to the part relating to item (i)) and paragraph(2) (limited to the part relating to item (i)), Article 834 (limited to the part relating to item (i)), Article 835, paragraph (1), Article 836, paragraphs (1) and (3), Articles 837 through 839 and Article 846 of the Companies Act apply mutatis mutandis to an action to invalidate the founding of the cooperative. In this case, in Article 828, paragraph (2), item (i) of the Act, the phrase "shareholder, etc. (meaning a shareholder, director or liquidator (or meaning a shareholder, director, auditor or liquidator in the case of a company with corporate auditors, and meaning shareholders, directors, executive officers, or liquidators in the case of a company with nominating committee, etc.); the same applies in this Section)" is deemed to be replaced with "member director, management committee member, auditor, or liquidator", and in the proviso to Article 836, paragraph (1) of that Act, the term "director," is deemed to be replaced with "director, management committee member", and other necessary technical replacement of terms is specified by Cabinet Order.

Article 68(1)A cooperative is dissolved by the following reasons:

(2)A resolution to dissolve a cooperative engaged in the business referred to in Article 11, paragraph (1), item (iv) or (xii) does not take effect unless approved by the administrative authority.

(3)The provisions of Article 63, paragraph (2) apply mutatis mutandis to the approval referred to in the preceding paragraph.

(4)If a cooperative (excluding a cooperative referred to in paragraph (2); the same applies in paragraph (1) of the following Article and Article 68-3) is dissolved due to any reason other than those referred to in paragraph (1), items (ii) and (v), the cooperative must notify the administrative authority to that effect without delay.

(5)In addition to the reasons referred to in paragraph (1), a cooperative is dissolved if its members (excluding associate members) are fewer than 20 (or fewer than 15 in the case of a type-specific fishery cooperative).

(6)If a cooperative is dissolved pursuant to the preceding paragraph, the cooperative must notify the administrative authority to that effect without delay.

Article 68-2(1)If an administrative authority gives public notice in an official gazette, stating that a dormant cooperative (meaning a cooperative whose last registration was made more than five years ago; the same applies in this Article) notify the administrative authority that it has not discontinued its business, within two months in accordance with Order of the Ministry of Agriculture, Forestry and Fisheries, but the dormant cooperative does not give the notification, the dormant cooperative is deemed to have been dissolved at the expiration of the two-month period; provided, however, that this does not apply if the registration is made regarding the dormant cooperative within that period.

(2)If the administrative authority gives public notice under the preceding paragraph, it must issue a notice to that effect to the dormant cooperative.

Article 68-3(1)If an cooperative is dissolved due to any reason prescribed by Article 68, paragraph (1), item (i) or (iv) (including when the cooperative is deemed to have been dissolved pursuant to the provisions of paragraph (1) of the preceding Article), the cooperative may still continue to exist with a resolution at a general meeting, until the liquidation is completed (or only within three years after the cooperative is deemed to have been dissolved, if the cooperative is deemed to have been dissolved pursuant to the provisions of paragraph (1) of the preceding Article).

(2)The provisions of Article 50 apply mutatis mutandis to the continuation of a cooperative under the preceding paragraph.

(3)If a cooperative is continued pursuant to paragraph (1), it must notify the administrative authority to that effect within two weeks.

Article 69(1)If a cooperative intends to merge, it must enter into a merger agreement that provides forth the matters as prescribed by Cabinet Order and must obtain approval of that contract with a resolution at a general meeting.

(2)No merger does not take effect without the approval of the administrative authority.

(3)If an application for the approval referred to in the preceding paragraph is filed, the provisions of Article 63, paragraph (2) apply mutatis mutandis to a cooperative engaged in the business referred to in Article 11, paragraph (1), item (iv) or (xii), and the provisions of Article 63, paragraph (2), Article 64, and Article 65 apply to other cooperatives.

(4)The provisions of Article 53 and Article 54, paragraphs (1) and (2) apply mutatis mutandis to a merger of a cooperative. In this case, the phrase "the details of the reduction in the amount of one unit of capital contribution" in Article 53, paragraph (2), item (i) is deemed to be replaced with "the intention to effectuate a merger", and the phrase "financial statements" in item (ii) of that paragraph is deemed to be replaced with "an inventory of assets or financial statements".

Article 69-2(1)If a number of the total members of a cooperative that will be dissolved as a result of a merger (excluding associate members; the same applies in this paragraph and paragraph (4)) does not exceed one fifth of the number of the total members of a surviving cooperative in the merger (if a lower percentage is specified in the articles of association of the surviving cooperative in the merger, that percentage applies; the same applies in this paragraph); and if the amount of the assets in the final balance sheet of the cooperative that will be dissolved as a result of a merger does not exceed one fifth of the amount of the total assets in the final balance sheet of the surviving association in the merger, the term "general meeting" in the paragraph (1) of the preceding Article is deemed to be replaced with "general meeting or board of directors (or management committee, in the case of a cooperative with management committee members)" regarding the application of the provisions of that paragraph to the merger that the surviving cooperative proceeds.

(2)If a surviving cooperative in a merger proceeds with the merger without a resolution at a general meeting pursuant to the provisions of the preceding paragraph, it must state to that effect in the merger agreement referred to in paragraph (1) of the preceding Article.

(3)If a surviving cooperative in a merger proceeds with the merger pursuant to paragraph (1) without a resolution at a general meeting, it must give public notice of the name and address of the cooperative that will be dissolved as a result of the merger, the date of the merger, and the intention to effectuate the merger without a resolution reached at the general meeting pursuant to paragraph (1), or must notify its members to that effect, within two weeks of the date of entering into the merger agreement referred to in paragraph (1) of the preceding Article.

(4)If one-sixth or more of the total members of the surviving cooperative in the merger (excluding associate members) give the surviving cooperative a written notice stating an opposition to the merger within two weeks of the date of the public notice or notification under the preceding paragraph, the merger may not be effectuated without a resolution at a general meeting pursuant to paragraph (1).

Article 69-3(1)A director of a cooperative stated in the following items must keep a document or electronic or magnetic record stating the details of the merger agreement under Article 69, paragraph (1) and other information prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries for the period stated in the item at the principal office:

(2)At any time during the business hours of a cooperative stated in the items of the preceding paragraph, any of its member or creditor may make the following demands to the cooperative's director regarding the documents or electronic or magnetic records referred to in that paragraph relating to the cooperative; in this case, the director must not refuse the demand without a justifiable reason:

(3)A cooperative member or its creditor must pay the expenses determined by the cooperative in order to make a demand stated in items (ii) or (iv) of the preceding paragraph.

Article 69-4(1)If a merger of cooperatives violates laws and regulations or its articles of association, and a member of the cooperative that will be dissolved as a result of the merger is likely to suffer any loss, the member may demand the cooperative withhold the merger.

(2)If a merger of cooperatives violates laws and regulations or its articles of association, and a member of the surviving cooperative in the merger is likely to suffer any loss, the member may demand the cooperative withhold the merger; provided, however, that this does not apply if a merger has taken place without a resolution at a general meeting pursuant to Article 69-2, paragraph (1) (excluding the case in which the notice under paragraph (4) of that Article has been given).

Article 70(1)In order to establish a new cooperative by merging existing cooperatives, the founding committee members who are appointed among the members (excluding associate members) at a general meeting of each existing cooperative must jointly prepare the articles of association, elect the officers (excluding directors if a cooperative to be founded is a cooperative with management committee members), and take other actions necessary for its founding.

(2)The provisions of the main clause of paragraph (10) of Article 34, and Article 34, paragraphs (11) and (12) apply mutatis mutandis to the appointment of directors among the officers prescribed by the preceding paragraph.

(3)The provisions of Article 34-2, paragraph (3) apply mutatis mutandis to the appointment of the management committee members among the officers prescribed by paragraph (1). In this case, the term "paragraphs (10) and (12) of the preceding Article" in Article 34, paragraph (3) is deemed to be replaced with "the main clause of paragraph (10) of the preceding Article and paragraph (12) of the preceding Article".

(4)The provisions of Article 50 apply mutatis mutandis to the appointment of founding committee members under paragraph (1).

Article 71A merger of cooperatives becomes effective when a surviving cooperative in the merger or a cooperative newly founded by the merger is registered in the district where its principal office is located.

Article 72A surviving cooperative in a merger or a cooperative newly founded by a merger takes over the rights and obligations of the cooperative that has been dissolved as a result of the merger (including rights and obligations held by the dissolved cooperative based on a license, approval or other disposition of an administrative authority with respect to its business).

Article 72-2(1)A director of a surviving cooperative in a merger or a cooperative newly founded by a merger must prepare a document or electronic or magnetic records stating the rights and obligations that the cooperative has taken over from the cooperative dissolved as a result of the merger pursuant to the preceding Article and other matters specified by Order of the Ministry of Agriculture, Forestry and Fisheries as related to the merger without delay after the date of registration of the merger.

(2)A director must keep the document or electronic or magnetic records referred to in the preceding paragraph at the principal office for six months of the date of the registration of the merger.

(3)At any time during the business hours of a cooperative, any of its members or creditors may make the following demands to the cooperative's director; in this case, the director may not refuse the demand without a justifiable reason:

(4)A member or creditor of a cooperative must pay the expenses determined by the cooperative in order to make a demand stated in items (ii) or (iv) of the preceding paragraph.

Article 73The provisions of Article 828, paragraph (1) (limited to the parts relating to items (vii) and (viii)) and paragraph (2) (limited to the parts relating to items (vii) and (viii)), Article 834 (limited to the parts relating to items (vii) and (viii)), Article 835, paragraph (1), Articles 836 through 839, Article 843 (excluding paragraph (1), items (iii) and (iv) and the proviso of paragraph (2)), and Article 846 of the Companies Act apply mutatis mutandis to an action to invalidate a merger of cooperatives; and the provisions of Article 868, paragraph (6), Article 870, paragraph (2) (limited to the part relating to item (vi)), Article 870-2, the main clause of Article 871, Article 872 (limited to the part relating to item (v)), Article 872-2, the main clause of Article 873, Article 875, and Article 876 of the Companies Act apply mutatis mutandis to the petition referred to in Article 843, paragraph (4) of that Act as applied mutatis mutandis pursuant to the provisions of this Article. In this case, in Article 828, paragraph (2), items (vii) and (viii) of that Act, the phrase "shareholder, etc. or employees etc." is deemed to be replaced with "cooperative member, director, management committee member, auditor, or liquidator", and the phrase "shareholder, etc., employees, etc." is deemed to be replaced with "cooperative member, director, management committee member, auditor, liquidator"; the term "director" in the proviso of Article 836, paragraph (1) is deemed to be replaced with "director, management committee member,"; and other necessary technical replacement of terms is specified by Cabinet Order.

Article 74If a cooperative is dissolved, its director assumes a position of the liquidator, except for the dissolution due to a merger or a commencement of bankruptcy procedures; provided, however, that this does not apply if another person is appointed a liquidator at the general meeting.

Article 74-2A liquidator performs the following duties:

Article 75(1)After assuming a position, a liquidator, without delay, must examine the assets of a cooperative, prepare an inventory of assets in the case of a cooperative not requiring capital contribution or an inventory of assets and balance sheet in the case of a cooperative requiring capital contribution, determine the method for the disposition of assets, and submit or present them to the general meeting for its approval.

(2)If a liquidator of a cooperative with management committee members seeks an approval referred to in the preceding paragraph, the liquidator must obtain an approval of the management committee in advance regarding an inventory of assets and the method of disposition of assets in the case of a cooperative not requiring capital contribution, or regarding an inventory of assets, balance sheet, and method of disposition of assets in the case of a cooperative requiring capital contribution.

Article 76(1)After completion of the liquidation procedures, a liquidator must prepare a statement of accounts and submit or present it to the general meeting for its approval, as provided for in the Order of the Ministry of Agriculture, Forestry and Fisheries, without delay.

(2)When seeking an approval referred to in the preceding paragraph, a liquidator of a cooperative with management committee members must obtain an approval of the management committee in advance regarding the statement of accounts.

(3)The provisions of Article 507, paragraph (4) of the Companies Act applies mutatis mutandis to an approval referred to in paragraph (1).

Article 77The provisions of Article 475 (excluding the part relating to item (iii)), Article 476, and Articles 499 through 503 of the Companies Act apply mutatis mutandis to the liquidation of a cooperative, and the following provisions apply mutatis mutandis to a cooperative's liquidator: the provisions of Article 31-2, Article 33-2, Article 34-3, Article 34-4, Article 34-5, paragraphs (4) and (5), Article 36, Article 37, Article 38, paragraphs (5) and (6), Article 39 (excluding paragraph (2)), Article 39-2, Article 39-3, paragraphs (2) and (3), Article 39-4, Article 39-5, paragraphs (1) through (3), Article 39-6, paragraph (1) through (3), and paragraphs (8), (9) (limited to the part relating to item (i)), and (10), Article 40 (excluding paragraphs (1) and (10)), Article 42-2, paragraph (1), Article 47-2, paragraphs (2) through (4), Article 47-3, Article 47-4, paragraph (2), Article 50-2 and Article 50-4, paragraphs (2) through (4) of this Act; and the provisions of the main clause of paragraph (1) of Article 383, paragraphs (2) and (3) of that Article, Article 384, Article 385, Article 386, paragraph (1) (limited to the part relating to item (i)) and paragraph (2) (limited to the part relating to items (i) and (ii)), Article 478, paragraphs (2) and (4), Article 479, paragraphs (1) and (2) (limited to parts other than those stated in the items), Article 483, paragraphs (4) and (5), and Article 484, Article 485, Article 489, paragraphs (3) through (5), Article 508, Part VII, Chapter II, Section 2 (excluding Article 847, paragraph (2), Article 847-2, Article 847-3, Article 849, paragraph (2), paragraph (3), items (ii) and (iii), and paragraphs (6) through (11), Article 849-2, items (ii) and (iii), Article 851, Article 853, paragraph (1), items (ii) and (iii)), Article 868, paragraph (1), Article 869, Article 870, paragraph (1) (limited to the part relating to items (i) and (ii)), Article 871, Article 872 (limited to the part relating to item (iv)), Article 874 (limited to the part relating to items (i) and (iv)), Article 875, and Article 876 of the Companies Act. In this case, the term "officer" in Article 39-6, paragraph (10) of this Act is deemed to be replaced with "officer or liquidator"; in Article 40, paragraph (2) of this Act, the term "business report" is deemed to be replaced with "administrative report", and the phrase "any documents prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries necessary for showing the status of the cooperative's assets and its profit and loss such as a balance sheet, profit and loss statement, surplus appropriation plan or loss appropriation plan (collectively referred to as "financial statements" below), and" is deemed to be replaced with "a balance sheet and"; the term "business report" in paragraph (4) of that Article is deemed to be replaced with "administrative report"; in paragraph (9) of that Article, the term "two weeks" is deemed to be replaced with "one week" and the term "five years" is deemed to be replaced with to "the period until the time of registration of the completion of liquidation"; the term "Order of the Ministry of Justice" in Article 384 and Article 847, paragraphs (1) and (4) of the Companies Act is deemed to be replaced with "Order of the Ministry of Agriculture, Forestry and Fisheries"; and the term "the reasons listed in Article 471, item (iv)" in Article 475, item (i) of that Act is deemed to be replaced with "merger"; the term "the preceding paragraph" in Article 478, paragraph (2) of that Act is deemed to be replaced with "Article 74 of the Fishery Industry Cooperative Act"; the phrase "shareholders listed below" in the parts other than those stated in the items of Article 479, paragraph (2) of that Act is deemed to be replaced with "cooperative members (excluding associate members) obtaining the consent of one-fifth or more (if a lower percentage is specified in the articles of association, that percentage applies; the same applies in the following paragraph) of the total members (excluding associate members)"; the term "Article 478, paragraph (1), item (i)" in Article 483, paragraph (4) of that Act is deemed to be replaced with "Article 74 of the Fishery Industry Cooperative Act"; the phrase "Article 55, Article 102-2, paragraph (2), Article 103, paragraph (3), Article 120, paragraph (5), Article 213-2, paragraph (2), Article 286-2, paragraph (2), Article 424 (including as applied mutatis mutandis pursuant to Article 486, paragraph (4)), Article 462, paragraph (3) (limited to the portion relating to the obligations assumed for the portion not exceeding the distributable amount prescribed in the proviso to that paragraph), Article 464, paragraph (2) and Article 465, paragraph (2)" is deemed to be replaced with "Article 39-6, paragraph (3) of the Fishery Industry Cooperative Act as applied mutatis mutandis pursuant to Article 77 of that Act"; and other necessary technical replacement of terms is specified by Cabinet Order.

Article 78A fishery production cooperative (referred to as a "cooperative" in this Chapter) may engage in fishery and businesses incidental to it.

Article 79A person eligible to be a cooperative member is a fisherman as specified in the articles of association.

Article 80At least two-thirds of cooperative members must be regularly engaged in the business of the cooperative.

Article 81At least one-half of the persons regularly engaged in the business of a cooperative must be its members.

Article 82(1)A cooperative member must hold at least one unit of capital contribution.

(2)A majority of the total number of units of capital contribution in a cooperative must be held by its members who are regularly engaged in the business of the cooperative.

Article 82-2(1)A director must prepare a list of cooperative members and include or enter the following information for each member in the list:

(2)The provisions of Article 31-2, paragraphs (2) and (3) apply mutatis mutandis to a list of cooperative members as referred to in the preceding paragraph.

Article 83(1)The articles of association of a cooperative must include or enter the information referred to in Article 32, paragraph (1), items (i) and (ii), items (iv) through (vi), and items (viii) through (xii).

(2)The provisions of Article 32, paragraphs (3) and (4) apply mutatis mutandis to the articles of association referred to in the preceding paragraph.

Article 83-2(1)A cooperative must have directors as its officers.

(2)A cooperative may have auditors as its officers in accordance with its articles of association.

(3)A director of a cooperative must be its member.

(4)A director of a cooperative may not serve as its auditor at the same time.

Article 83-3If there are two or more directors, the business of a cooperative is decided by a majority of the directors, unless otherwise provided for in the articles of association.

Article 83-4A director represents a cooperative in all business of the cooperative; provided, however, that the director may not do anything contrary to the provisions of the articles of association and must comply with resolutions at a general meeting.

Article 83-5Restrictions placed on the representative authority of the directors may not be asserted against a third party in good faith.

Article 83-6A director may delegate certain actions to another person as their agent, unless prohibited by the articles of association or a resolution at a general meeting.

Article 84A director does not have the representative authority regarding matters for which there is a conflict of interest between a cooperative and the director. In this case, a special representative is appointed by a resolution at a general meeting.

Article 84-2An auditor performs the following duties:

Article 84-3(1)A director must prepare a business report, a balance sheet, a profit and loss statement, and a surplus appropriation plan or loss appropriation plan for each fiscal year as prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries.

(2)Documents to be prepared pursuant to the provisions of the preceding paragraph (referred to as a "business report and other documents" in this Article and Article 84-7, paragraph (1), item (v)) may be prepared in the form of an electronic or magnetic records.

(3)A director must keep the business report and other documents at the principal office at least one week before the date of a regular general meeting.

(4)A director of a cooperative that have auditors pursuant to the provisions of Article 83-2, paragraph (2) (referred to as a "cooperative with auditors" in paragraph (8)) must submit or provide a business report and other documents to an auditor by one week before the date of a regular general meeting.

(5)At any time during the business hours of a cooperative, its member or creditor may make the following demands to the cooperative's director; in this case, the director may not refuse the demand without a justifiable reason:

(6)A cooperative member or its creditor must pay the expenses determined by the cooperative in order to make a demand referred to in items (ii) or (iv) of the preceding paragraph.

(7)A director must submit or provide a business report and other documents to a regular general meeting.

(8)When a director of a cooperative with auditors submits or provide a business report and other documents to a regular general meeting pursuant to the preceding paragraph, the director must attach a written document or electronic or magnetic record stating the opinions of the auditors to them.

Article 84-4A director must hold a regular general meeting at least once each year.

Article 84-5A director may convene an extraordinary general meeting whenever they find it necessary.

Article 84-6If a resolution is reached concerning a relationship between a cooperative and a particular member, the member does not have voting rights.

Article 84-7(1)The following matters must pass a resolution at a general meeting:

(2)If a cooperative amends its articles of association, the cooperative must notify the administrative authority of the changed matters within two weeks of the date of the change.

Article 84-8The following matters need to be resolved by two-thirds or more of the votes cast by all cooperative members:

Article 85(1)A cooperative must not pay a dividend from its surplus until after covering loss and deducting the retained earnings reserves under Article 55, paragraph (1) as applied mutatis mutandis pursuant to Article 86, paragraph (2) and the capital reserves under Article 55, paragraph (3) as applied mutatis mutandis pursuant to Article 86, paragraph (2).

(2)A dividend from surplus must be paid in accordance with the articles of association in proportion to capital contribution paid in by cooperative members up to an annual yield of 10 percent or less, or in proportion to the degree to which the cooperative members have contributed to the cooperative's business.

Article 85-2(1)In order to found a cooperative, three or more fishermen are required to become its founding members.

(2)The founding members must jointly prepare the articles of association, elect officers, and perform other actions necessary for founding.

(3)The provisions of Article 83-2, paragraph (3) apply mutatis mutandis to the appointment of directors among the officers prescribed by the preceding paragraph.

(4)When a cooperative is established, a cooperative must notify the administrative authority of its establishment within two weeks of the date of its establishment, together with a certificate of registered matters and its articles of association.

Article 85-3(1)If the value of the assets to be contributed in kind at the time of founding a cooperative is significantly less than the value stated or recorded in the articles of association regarding those assets (or if the articles of association have been changed, less than the value as changed), the founding members and the directors at the time of founding are jointly and severally liable to the cooperative for the amount of the shortage.

(2)If the value of the assets that to be contributed in kind by a person who makes an in-kind contribution after the establishment of a cooperative is significantly less than the value stated or recorded in the articles of association as changed by the resolution to make a change regarding the in-kind contribution of those assets, the cooperative members who agreed to the resolution is jointly and severally liable to the cooperative for the amount of the shortfall.

(3)The obligations referred to in the preceding two paragraphs may not be released without the consent of all members.

Article 85-4(1)In addition to the cases prescribed by Article 68, paragraph (1) as applied mutatis mutandis pursuant to Article 86, paragraph (4), a cooperative having sustained the membership of fewer than three for six months starting on a day when the membership fell below three is to be dissolved upon the passage of six months.

(2)If a cooperative is dissolved for reasons other than those stated in Article 68, paragraph (1), items (ii) and (v) as applied mutatis mutandis pursuant to Article 86, paragraph (4), the cooperative must notify the administrative authority to that effect within two weeks of the date of the dissolution.

Article 85-5(1)The provisions of Article 83-2, paragraph (3) apply mutatis mutandis to the appointment of directors among the officers prescribed in Article 70, paragraph (1) as applied mutatis mutandis pursuant to Article 86, paragraph (4).

(2)The provisions of Article 84-8 apply mutatis mutandis to the appointment of founding committee members pursuant to the provisions of Article 70, paragraph (1) as applied mutatis mutandis pursuant to Article 86, paragraph (4).

(3)If a merger takes place, a cooperative must notify the administrative authority to that effect within two weeks of the date of the merger, together with a certificate of registered matters (or together with a certificate of registered matters and articles of association, if the cooperative is newly founded by the merger).

Article 85-6A dissolved cooperative is deemed to still exist until the liquidation is completed, only for the purposes of its liquidation.

Article 85-7If there is no one to be a liquidator pursuant to Article 74 as applied mutatis mutandis pursuant to Article 86, paragraph (4), or if there is a risk of damage to be caused by absence of a person to assume a position of the liquidator, the court may appoint a liquidator at the demand of any interested person or public prosecutor or by its own authority.

Article 85-8The court may dismiss a liquidator upon the demand of an interested person or a public prosecutor or by its own authority if there are material grounds.

Article 85-9(1)A liquidator performs the following duties:

(2)A liquidator may take any actions necessary to perform the duties stated in the items of the preceding paragraph.

Article 85-10(1)Within two months of the date of assuming a position, a liquidator must give at least three public notices to creditors, demanding the creditors file their claims within a certain period. In this case, that certain period may not be less than two months.

(2)The public notice referred to in the preceding paragraph must be accompanied by a statement that creditors are to be excluded from the liquidation process if they do not file their claims within the period: provided, however, that the liquidator may not exclude known creditors.

(3)A liquidator must give a demand to each known creditor separately.

(4)The public notice referred to in paragraph (1) is published in an official gazette.

Article 85-11A creditor that files a claim after the expiration of the period referred to in paragraph (1) of the preceding Article may file a claim only for the assets that have not yet been delivered to persons to whom the rights are vested, after all the obligations of a cooperative have been satisfied.

Article 85-12(1)If it becomes clear during the liquidation that the assets of a cooperative are insufficient to satisfy its obligations, a liquidator must immediately file a petition for the commencement of bankruptcy proceedings and give public notice to that effect.

(2)A liquidator is deemed to have terminated their duties if a cooperative in liquidation is ordered to commence bankruptcy proceedings and the liquidator hands over their duties to a bankruptcy trustee.

(3)In the case prescribed by the preceding paragraph, if a cooperative in liquidation has already paid off its creditors or delivered assets to the person to whom the rights are vested, a bankruptcy trustee may recover them.

(4)The public notice under paragraph (1) is published in an official gazette.

Article 85-13(1)Dissolution and liquidation of a cooperative is subject to the supervision of the court.

(2)The court may conduct inspections necessary for the supervision referred to in the preceding paragraph, by its authority, at any time.

(3)The court supervising the dissolution and liquidation of a cooperative may request an opinion from the administrative authority or commission an investigation to it.

(4)The administrative authority may express its opinion to the court supervising the dissolution and liquidation of a cooperative.

Article 85-14When a liquidation is completed, a liquidator must notify the administrative authority to that effect.

Article 85-15The cases relating to supervision of dissolution and liquidation of a cooperative or relating to its liquidators are subject to the jurisdiction of the district court having jurisdiction over the district in which its principal office is located.

Article 85-16No appeal may be entered against a judicial decision on the appointment of a liquidator.

Article 85-17If a liquidator is appointed pursuant to Article 85-7, the court may fix the amount of remuneration to be paid by a cooperative to the liquidator. In this case, the court must hear statements from the liquidator and the auditor.

Article 85-18(1)The court may appoint an inspector to make the necessary investigation to supervise the dissolution and liquidation of a cooperative.

(2)The provisions of the preceding two Articles apply mutatis mutandis if the court appoints an inspector pursuant to the preceding paragraph. In this case, the term "liquidator and the auditor" in the preceding Article is deemed to be replaced with "cooperative and the inspector".

Article 86(1)The provisions of Article 19, paragraphs (3) through (5), Article 20, the main clause of paragraph (1) of Article 21, Article 21, paragraphs (2) through (7), Article 23, Article 25, paragraphs (2) and (3), and Articles 26 through 31 apply mutatis mutandis to a cooperative member. In this case, the term "member of a cooperative not requiring capital contribution" in Article 25, paragraph (2) is deemed to be replaced with "cooperative member"; the phrase "withdraws pursuant to paragraph (1) of the preceding Article" in Article 27, paragraph (1), the phrase "have already withdrawn within that fiscal year pursuant to Article 26, paragraph (1)" in Article 28, and the phrase "a withdrawing member under Article 26, paragraph (1)" in Article 30 are deemed to be replaced with "withdraws", "have already withdrawn within that fiscal year", and "a withdrawing member" respectively; the phrase "the articles of association, if the member suspends their business or discontinues a part of their business, or any other particularly unavoidable circumstances are recognized" is deemed to be replaced with "the articles of association"; and other necessary technical replacement of terms is specified by Cabinet Order.

(2)The following provisions apply mutatis mutandis to management of a cooperative: Article 33, Article 33-2, the main clause of paragraph (4) of Article 34, Article 34, paragraphs (5) through (7) and paragraph (9), Article 34-3, Article 35, paragraph (1), Article 39-2, paragraph (1), Article 39-6 (excluding paragraph (2)), Article 40, paragraph (13), Article 42, paragraph (1) and paragraphs (3) through (8), the first sentence of paragraph (1) of Article 42-2, Article 43, paragraphs (1) and (2), Article 45, Article 46, Article 47-2, paragraphs (2) through (4), Article 47-3, paragraphs (1) and (2), Article 47-4, paragraph (1), Article 47-5, Article 47-6, Article 49, Article 50-3, Article 50-4, Article 53, Article 54, paragraphs (1) and (2), Article 54-5, Article 54-6, Article 55, paragraphs (1) through (6), Article 57 and Article 58, paragraph (1) of this Act; Part II, Chapter IV, Section 1, Subsection 3 of the Companies Act (excluding Article 325-2, items (iii) and (iv), Article 325-3, paragraph (1), items (iv) through (vi) and paragraph (3), Article 325-4, paragraph (1), paragraph (2), item (ii), and paragraph (4), and Article 325-7); and Article 78 of the Act on General Incorporated Associations and General Incorporated Foundations. In this case, in Article 39-6, paragraph (6) of this Act, the term "director" is deemed to be replaced with "director of a cooperative with auditors as prescribed by Article 84-3, paragraph (4)" and the term "each auditor" is deemed to be replaced with "an auditor (or of each auditor if there are two or more auditors)"; the phrase "Article 40, paragraph (1) or (2) " in paragraph (9), item (i), (a) of that Article is deemed to be replaced with "Article 84-3, paragraph (1)"; the phrase "one-fifth" in Article 42, paragraph (1) of this Act is deemed to be replaced with "one-third"; in Article 45, paragraph (2) of this Act, the phrase "The appointment and dismissal of the counselor" is deemed to be replaced with "If there are two directors or more, the appointment and dismissal of the counselor" and the phrase "resolution of the board of directors" is deemed to be replaced with " majority of the directors"; the phrase "one-tenth" in Article 46, paragraph (1) of this Act is deemed to be replaced with "one-sixth"; the term "board of directors" in paragraph (3) of that Article and Article 47-2, paragraph (2) is deemed to be replaced with "director"; the term "If there is no one to perform the duties as a director" in Article 47-3, paragraph (2) of this Act is deemed to be replaced with "In a cooperative with auditors as prescribed by Article 84-3, paragraph (4), if there is no one to perform the duties as a director"; the term "financial statements" in Article 53, paragraph (2), item (ii) of this Act is deemed to be replaced with "a balance sheet, a profit and loss statement, and a surplus appropriation plan or loss appropriation plan"; in Article 325-2 of the Companies Act, the term "director" is deemed to be replaced with "convener of a general meeting (meaning a convener of a general meeting as prescribed by Article 47-4, paragraph (1) of the Fishery Industry Cooperative Act as applied mutatis mutandis pursuant to Article 86, paragraph (2) of that Act; the same applies below)", the phrase "shareholders (if the general meeting of class shareholders is convened, limited to shareholders of shares of a class)" is deemed to be replaced with "cooperative members", and the term "Ministry of Justice Order" is deemed to be replaced with "Order of Ministry of Agriculture, Forestry and Fisheries"; in Article 325-3, paragraph (1) of that Act, the phrase "In the cases set forth in each item of Article 299, paragraph (2), the directors of a stock corporation with articles of incorporation that provide that measures for electronic provision are taken must continuously take measures for electronic provision of information related to the matters specified in the following items during the period from the day three weeks prior to the day of the shareholders meeting or the day that the notice specified in paragraph (1) of that Article is issued" is deemed to be replaced with "A convener of a general meeting of a cooperative with articles of association that provide that measures for electronic provision are taken must continuously take measures for electronic provision of information related to the matters specified in the following items during the period from the day two weeks before the general meeting or the day on which the notice referred to in Article 47-5, paragraph (1) of the Fishery Industry Cooperative Act as applied mutatis mutandis pursuant to Article 86, paragraph (2) of that Act is issued"; the phrase "each item of Article 298, paragraph (1)" in item (i) of that paragraph is deemed to be replaced with "each item of Article 47-4, paragraph (1) of the Fishery Industry Cooperative Act as applied mutatis mutandis pursuant to Article 86, paragraph (2) of that Act"; the term "Article 301, paragraph (1)" in Article 325-3, paragraph (1), item (ii) of the Companies Act is deemed to be replaced with "Article 301, paragraph (1) of this Act as applied mutatis mutandis pursuant to Article 47-5, paragraph (5) of the Fishery Industry Cooperative Act following the deemed replacement of the terms, which is also applied mutatis mutandis pursuant to Article 86, paragraph (2) of the Fishery Industry Cooperative Act"; the term "Article 302, paragraph (1)" in Article 325-3, paragraph (1), item (iii) of the Companies Act is deemed to be replaced with "Article 302, paragraph (1) of this Act as applied mutatis mutandis pursuant to Article 47-5, paragraph (5) of the Fishery Industry Cooperative Act following the deemed replacement of the terms, which is also applied mutatis mutandis pursuant to Article 86, paragraph (2) of that Act"; the phrase "if the directors deliver voting forms to shareholders when serving the notice set forth in Article 299, paragraph (1)" in Article 325-3, paragraph (2) of the Companies Act is deemed to be replaced with "if the convener of the general meeting delivers voting forms to the cooperative members when serving the notice stated in Article 47-5, paragraph (1) of the Fishery Industry Cooperative Act as applied mutatis mutandis pursuant to Article 86, paragraph (2) of that Act"; in Article 325-4, paragraph (2) of that Act, the term "Article 299, paragraph (4)" is deemed to be replaced with "Article 47-5, paragraph (3) of the Fishery Industry Cooperative Act as applied mutatis mutandis pursuant to Article 86, paragraph (2) of that Act", the phrase "the matters set forth in Article 298, paragraph (1), item (v) need not be stated or recorded in the notice provided pursuant to Article 299, paragraph (2) or paragraph (3)" is deemed to be replaced with "the matters stated in Article 47-4, paragraph (1), item (iii) of the Fishery Industry Cooperative Act as applied mutatis mutandis pursuant to Article 86, paragraph (2) of that Act need not be stated or recorded in the notice under Article 47-5, paragraph (1) or (2) of the Fishery Industry Cooperative Act as applied mutatis mutandis pursuant to Article 86, paragraph (2) of that Act", and the phrase "through item (iv)" is deemed to be replaced with "and item (ii)"; the phrase "if measures for electronic provision are taken, a statement to that effect" in item (i) of that paragraph is deemed to be replaced with "a statement to that the measures for electronic provision are taken"; the term " the Ministry of Justice Order" in item (iii) of that paragraph and Article 325-5, paragraph (3) of that Act is deemed to be replaced with "Order of the Ministry of Agriculture, Forestry and Fisheries"; in Article 325-4, paragraph (3) of that Act, the term "Article 301, paragraph (1), Article 302, paragraph (1), Article 437, and Article 444, paragraph (6)" is deemed to be replaced with "Article 301, paragraph (1) and Article 302, paragraph (1) of this Act as applied mutatis mutandis pursuant to the provisions of Article 47-5, paragraph (5) of the Fishery Industry Cooperative Act following the deemed replacement of the terms, which is also applied mutatis mutandis pursuant to Article 86, paragraph (2) of that Act", and the phrase "when the directors of a stock company with articles of incorporation that contain provisions to the effect that measures for electronic provision are taken serve the notice set forth in Article 299, paragraph (1)" is deemed to be replaced with "the convener of the general meeting of a cooperative with articles of association that contain provisions to the effect that measures for electronic provision are taken serve the notice stated Article 47-5, paragraph (1) of that Act as applied mutatis mutandis pursuant to Article 86, paragraph (2) of that Act"; in paragraph (2) of that Article, the term "director" is deemed to be replaced with "convener of a general meeting", the term "Article 299, paragraph (1)" is deemed to be replaced with "Article 47-5, paragraph (1) of the Fishery Industry Cooperative Act as applied mutatis mutandis pursuant to Article 86, paragraph (2) of that Act", and the phrase "shareholders (if a record date (meaning a record date provided in Article 124, paragraph (1)) specifying the persons who can exercise voting rights at the relevant shareholders meeting is set, limited to persons who requested delivery of documents by the record date)" is deemed to be replaced with "cooperative members"; and other necessary technical replacements of the terms is specified by Cabinet Order.

(3)The provisions of Articles 66 and 67 apply mutatis mutandis to founding a cooperative. In this case, the phrase "upon approval of the founding, the founding member" in Article 66, paragraph (1) is deemed to be replaced with "when a founding member appoints a director, the founding member", and other necessary technical replacement of the terms is specified by Cabinet Order.

(4)The provisions of Article 68, paragraph (1), Article 68-2, Article 68-3, Article 69, paragraphs (1) and (4), Article 69-3, Article 69-4, paragraph (1), the main clause of paragraph (2) of Article 69-4, Article 70, paragraph (1), Articles 71 through 74, Article 75, paragraph (1) of this Act, and the provisions of Articles 502 and 507, paragraphs (1) and (3) of the Companies Act apply mutatis mutandis to the dissolution and liquidation of a cooperative. In this case, the term "Article 50" in Article 68-3, paragraph (2) of this Act is deemed to be replaced with "Article 84-8"; the term "an inventory of assets or financial statements" in Article 69, paragraph (4) of this Act is deemed to be replaced with "a balance sheet, a profit and loss statement, and a surplus appropriation plan or loss appropriation plan"; the phrase "officers (excluding directors if a cooperative to be founded is a cooperative with management committee members)" in Article 70, paragraph (1) is deemed to be replaced with "officers"; the term "Ministry of Justice Order" in Article 507, paragraph (1) of the Act is deemed to be replaced with "Order of Ministry of Agriculture, Forestry and Fisheries"; and other necessary technical replacement of terms is prescribed by Cabinet Order.

Article 86-2A cooperative may change its organization and become a stock company.

Article 86-3(1)A cooperative must prepare an organizational change plan and obtain its approval by a resolution at a general meeting in order to effectuate the organizational change under the preceding Article (referred to as an "organizational change" below).

(2)The resolution referred to in the preceding paragraph must be reached in a way as required by the resolution prescribed in Article 84-8.

(3)For the provisions of Article 47-5, paragraphs (1) and (3) as applied mutatis mutandis pursuant to Article 86, paragraph (2) to be applied to the convocation of a general meeting under paragraph (1), the term "one week before" in Article 47-5, paragraph (1) is deemed to be replaced with "two weeks before", and the term "the matters stated in the items of paragraph (1) of the preceding Article" in paragraph (3) of that Article is deemed to be replaced with "the matters stated in the items of paragraph (1) of the preceding Article and the outline of the organizational change plan".

(4)The organizational change plan must provide for the following matters:

(5)If the stock company after the organizational change falls under the category of a company with an audit committee, the matters stated in item (iii) of the preceding paragraph must be determined separately for directors who are audit committee members and for other directors.

(6)The provisions of Article 53 and Article 54, paragraphs (1) and (2) as applied mutatis mutandis pursuant to Article 86, paragraph (2) apply mutatis mutandis to the organizational change. In this case, the phrase "the details of the reduction in the amount of one unit of capital contribution" in Article 53, paragraph (2), item (i) as applied mutatis mutandis pursuant to Article 86, paragraph (2) is deemed to be replaced with "intention to carry out the organizational change".

Article 86-4(1)If a member of a cooperative going through an organizational change has notified the cooperative of their opposition to the organizational change in writing before a general meeting as referred to in paragraph (1) of the preceding Article, the member may demand the cooperative pay for their ownership interest in writing within 20 days of the date of a resolution to effectuate the organizational change, and withdraw from the cooperative on the date of the organizational change.

(2)A notification or demand under the preceding paragraph may be made by an electronic or magnetic means with the consent of a cooperative as referred to in that paragraph.

(3)The provisions of Articles 27 through 30 as applied mutatis mutandis pursuant to the provisions of Article 86, paragraph (1) apply mutatis mutandis to the withdrawal of a member under paragraph (1). In this case, the phrase "the end of the fiscal year during which the member has withdrawn" in Article 27, paragraph (2) as applied mutatis mutandis pursuant to Article 86, paragraph (1), and the phrase "the end of a fiscal year" in Article 28 as applied mutatis mutandis pursuant to Article 86, paragraph (1) are deemed to be replaced with "the date of the organizational change", and the phrase "within that fiscal year" in Article 28 is deemed to be replaced with "from the first date of the fiscal year to which the date of the organizational change belongs until the date of the organizational change".

(4)Notwithstanding the provisions of the articles of association, a member who withdraws from a cooperative pursuant to paragraph (1) may demand the cooperative pay for all of their ownership interest in the cooperative.

Article 86-5(1)A member of a cooperative going through an organizational change (excluding a person who has filed a demand referred to in paragraph (1) of the preceding Article or any other person specified by Cabinet Order; the same applies in the following paragraph) is to be appropriated shares of a stock company after the organizational change or appropriated cash in accordance with an organizational change plan.

(2)The appropriation of shares or cash as referred to in the preceding paragraph must be made in proportion to the number of units of capital contribution held by a member of a cooperative going through an organizational change.

(3)The provisions of Article 234, paragraphs (1) through (5), Article 868, paragraph (1), Article 869, Article 871, Article 874 (limited to the part relating to item (iv)), Article 875, and Article 876 of the Companies Act apply mutatis mutandis to the appropriation of shares referred to in the preceding two paragraphs. In this case, the term "Ministry of Justice Order" in Article 234, paragraph (2) of that Act is deemed to be replaced with "Order of the Ministry of Agriculture, Forestry and Fisheries".

Article 86-6The amount to be appropriated as capital reserves upon an organizational change and other necessary matters concerning calculation upon an organizational change are prescribed by Order of the Ministry of Agriculture, Forestry and Fisheries.

Article 86-7(1)A pledge of the ownership interest in a cooperative survives an organizational change and transfers to the shares or cash to be received by its member upon the organizational change.

(2)If a cooperative reaches a resolution to effectuate an organizational change, it must notify each known pledgee as referred to in the preceding paragraph to that effect within two weeks of the date of the resolution.

Article 86-8(1)A cooperative going through an organizational change becomes a stock company on the effective date.

(2)A cooperative going through an organizational change is deemed to have changed its articles of association regarding the matters stated in Article 86-3, paragraph (4), items (i) and (ii) on the effective date in accordance with the provisions regarding those matters.

(3)A member of a cooperative going through an organizational change becomes a holder of the shares referred to in Article 86-3, paragraph (4), item (v) on the effective date in accordance with the provisions regarding the matters referred to in Article 86-3, paragraph (4), item (vi).

(4)The provisions of the preceding three paragraphs do not apply if the procedures under Article 53 and Article 54, paragraphs (1) and (2) as applied mutatis mutandis pursuant to Article 86, paragraph (2) that is also applied mutatis mutandis pursuant to Article 86-3, paragraph (6) have not been completed or if the organizational change is suspended.

(5)The provisions of Article 780 of the Companies Act apply mutatis mutandis to the effective date of the organizational change. In this case, the phrase "this Subsection and Article 745" in paragraph (3) of that Article is deemed to be replaced with "Chapter III, Section 3 of the Fishery Industry Cooperative Act".

Article 86-9(1)If a cooperative goes through an organizational change, it must register as provided by Cabinet Order.

(2)Matters requiring registration pursuant to the preceding paragraph may not be asserted against a third party until after registration.

Article 86-10If a cooperative goes through an organizational change, it must notify the administrative authority to that effect without delay.

Article 86-11(1)A stock company after an organizational change must keep at its head office a written document or electronic or magnetic record stating the progress of the procedures prescribed in Article 53 and Article 54, paragraphs (1) and (2) that are applied mutatis mutandis pursuant to Article 86-3, paragraph (2) as applied mutatis mutandis pursuant to Article 86-3, paragraph (6), the effective date, and other information concerning the organizational change for six months of the effective date.

(2)At any time during the business hours of a stock company after an organizational change, any of its shareholders or creditors may make the following demands to the company; in this case, the company must not refuse the demand without a justifiable reason:

(3)A shareholder and creditor of a stock company after an organizational change must pay the expenses determined by that stock company in order to make a demand stated in item (ii) or (iv) of the preceding paragraph.

Article 86-12The provisions of Article 828, paragraph (1) (limited to the part relating to item (vi)) and paragraph (2) (limited to the part relating to item (vi)), Article 834 (limited to the part relating to item (vi)), Article 835, paragraph (1), Articles 836 through 839, and Article 846 of the Companies Act apply mutatis mutandis to an action for invalidation of an organizational change.

Article 86-13Beyond what is provided for in Article 86-2 through the preceding Article, necessary matters concerning organizational changes are prescribed by Cabinet Order.