Book1 Chapter02 Title01

JAPANESE CIVIL CODE OF 1896

• Based on the English Translation by: J. E. de Becker (1909 – 1910). Annotated Civil Code of Japan. London: Butterworth & Co. [Available on Google Books and Archive.org: Volume 1, Volume 2, Volume 3, Volume 4]
• "INDEX TO ARTICLES" in his another work offers additional information: J. E. de Becker (1921). The Principles and Practice of Civil Code of Japan. London: Butterworth & Co. [Available on Archive.org]

• Original Version in Japanese.

BOOK I. GENERAL PRINCIPLES.

Chapter II. Juridical Persons.

Title I. Creation of Juridical Persons.

Article 33.

• A juridical person cannot come into existence unless in virtue of the provisions of this code or of other laws.

《References by de Becker》

• (none)

Article 34.

• An association or foundation relating to worship, religion, charity, science, arts and crafts, or other purposes of public benefit, and not having the acquisition of profit for its object, can be constituted a juridical person with the permission of the competent authorities.

《References by de Becker》

• (none)

Article 35.

• [I] An association whose object is the acquisition of profit can be constituted a juridical person by conforming to the conditions required for the creation of a commercial company.
• [II] The provisions relating to commercial companies all apply correspondingly to a juridical association of the preceding paragraph.

《References by de Becker》

• (none)

Article 36.

• [I] With the exception of States, administrative divisions of States and commercial companies, the formation of foreign juridical persons is not recognized, except in the case of those recognized by law or treaty.
• [II] Foreign juridical persons recognized in accordance with the provisions of the preceding paragraph enjoy the same private rights as those of a similar nature formed in Japan, with the exception of rights such as cannot be enjoyed by foreigners and those specially provided against in laws or treaties.

《References by de Becker》

• (none)

Article 37.

• The founders of a juridical association must draw up Articles of Association and insert therein the following particulars:-
• (1) The object ;
• (2) The designation (name);
• (3) The office;
• (4) Provisions relative to its property (capital);
• (5) Provisions relative to the appointment and dismissal of its managers (directors);
• (6) Provisions relative to the acquisition or loss of the members' qualifications.

《References by de Becker》

• (none)

Article 38.

• [I] The Articles of Association of a juridical person can be altered only with the consent of not less than three-fourths of the total number of members, unless otherwise specially provided in the Articles of Association.
• [II] No alteration of the Articles of Association takes effect unless it has been approved by the competent authorities.

《References by de Becker》

• (In reference vide Art. 65.)

Article 39.

• The creator of a juridical foundation must, by the Act of Endowment whose object is the constitution of the same, determine the particulars enumerated in Nos. 1-5 of Art. 37.

《References by de Becker》

• (none)

Article 40.

• When the creator of a juridical foundation dies without determining its designation, its office, or the method by which its managers (directors) are to be appointed and dismissed, the Court must determine them upon the demand of any interested party or of a public procurator.

《References by de Becker》

• (none)

Article 41.

• [I] When an act of endowment is made by disposal during lifetime (an act inter vivos), the provisions relative to donations (gifts) apply correspondingly.
• [II] When an act of endowment is made by will, the provisions relative to legacies apply correspondingly.

《References by de Becker》

• (In reference vide Art. 550, 968 and 1,065.)

Article 42.

• [I] When an act of endowment is made by a disposal during lifetime (inter vivos) the property donated forms the property of ( vests in) the juridical person from the moment when the creation of the juridical person is authorized.
• [II] When an act of endowment is made by will the property donated is regarded as belonging to the juridical person from the moment when the will comes into effect.

《References by de Becker》

• (none)

Article 43.

• A juridical person enjoys rights and bears obligations (and is subject to duties) in conformity with laws and ordinances within the scope of its object as determined by the Articles of Association or the Act of Endowment.

《References by de Becker》

• (none)

Article 44.

• [I] A juridical person is bound to make compensation for any damages inflicted upon others by its managers (directors) or other representatives in the performance of their functions.
• [II] When damages are inflicted upon others by an act not within the scope of the object of the juridical person, the members and managers (directors) who voted in favour of the said act, as well as the managers (directors ) and other representatives who executed the same, are jointly responsible to make compensation for such damages.

《References by de Becker》

• (In reference vide Art. 432 and Art. 715.)

Article 45.

• [I] A juridical person must be registered at the place of each of its offices within two weeks from the date of creation.
• [II] The creation of a juridical person cannot be set up against other (third) persons unless it has been registered at the place of its principal office.
• [III] When a new office is established after the creation of a juridical person, registration must be made within one week following.

《References by de Becker》

• (In reference vide Arts. 47 and 84, and the Law of Registration.)

Article 46.

• [I] The particulars to be registered are as follows:-
• (1) The object;
• (2) The designation (name);
• (3) The office;
• (4) The date of permission for creation;
• (5) When the period of duration is fixed, such period;
• (6) The total amount of property (capital);
• (7) When the method of supplying (contributing) capital is fixed, such method;
• (8) The full names and domiciles of the managers (directors).
• [II] Any alteration that may take place in the particulars mentioned in the preceding paragraph must be registered within one week. No alteration can be set up against other (third) persons previous to the said registration.

《References by de Becker》

• (In reference vide Art. 47.)

Article 47.

• With regard to particulars which require registration in accordance with the provisions of Paragraph 1 of Art. 45 and of the preceding Article, if for any of such particulars the permission of the administrative authorities is necessary, the period for registration is computed from the time when the document of authorization arrives (is received).

《References by de Becker》

• (none)

Article 48.

• [I] When a juridical person has removed its office, the registration of such removal must be made within one week at the old (original) place and the registration specified in Paragraph 1 of Art. 46 within the same period at the new place.
• [II] When the office is removed within the jurisdiction of one and the same registry office the registration of such removal only is required.

《References by de Becker》

• (none)

Article 49.

• [I] The provisions of Paragraph 3 of Art. 45, Art. 46 and the preceding Article apply also to cases where foreign juridical persons establish offices in Japan. But with regard to matters which have taken place abroad, the period for registration is computed from the time when the information thereof arrives (is received).
• [II] When a foreign juridical person establishes its office in Japan for the first time, other persons may deny the existence of such juridical person until registration is made at the place of its said office.

《References by de Becker》

• (In reference vide Art. 36 and No. 2 of Art. 84.)

Article 50.

• The domicile of a juridical person is fixed at the place of its principal office.

《References by de Becker》

• (none)

Article 51.

• [I] A juridical person must prepare an inventory of its property at the time of creation and within the first three months of each year, and always keep it in the office. But if it has established a special business year, such inventory must be prepared at the time of creation and at the end of each such business year.
• [II] A juridical person must keep a register of members and correct it whenever there is any change in the membership.

《References by de Becker》

• (In reference vide No. 2 of Art. 84.)