일본의 주권전자화제도와 주요 실무적 쟁점에 관한 고찰

Abstract

Dematerialization system of stock certificates was created as physical stock certificates became obsolete due to the development of the securities deposit and settlement system, and the digitalization of financial systems expanded following the information technology development. This dematerialization system has the following advantages : eliminate printing and safekeeping cost, lower administrative cost for issuing and registration, remove the risks of forgeries, loss or robbery,reduce determination period of record date for shareholders, etc. Accordingly, dematerialization of physical stock certificates in which the investors' rights are registered in a electronic register administered by a central registrar is rapidly increasing. The dematerialization system is now implemented(including partial implementation) in about 66 of the 97 countries with securities deposit and settlement systems and 25 of the 30 OECD countries. From January 5, 2009, Japan implemented dematerialization system of stock certificates following dematerialization for commercial paper, corporate bonds, and investment trusts beneficial rights. This system is based on “the Law Concerning Book-entry Transfer of Corporate Bonds, Stocks, etc.(Law No. 75 of 2001)”, and handling the allotment, lapses and transfer of shareholders' rights based on the registered electronic records on the computer system without handling paper stock certificates. In view of changes to the domestic and international financial market environment, advancement of the capital market, and enhancement of the financial industry transparency and efficiency, it is necessary for us to introduces the dematerialization system. In this context, to examine the contents of the dematerialization system of Japanese stock certificates and to analyze its main legal issues cast a long shadow to us