２００５年度 日本會社法の制定について

Abstract

On Japanese Corporation Law 2005 New Japanese Corporation Law was promulgated on 26.7.2005 and put into force on 1.5.2006. Since 2001, main issues for revisions of Japanese Corporation Law were as follows : 1. pursuing efficiency of corporate governance, 2. adaptation of corporation law to the progress of highly developed information society, 3. reform of corporate finance, 4. internationalizing of business activities, and these issues are resolved through individual corporation law reforms. Japanese Corporation Law 2005 synthesized all of these individual reforms, and modernized the content of regulation of corporations. In order to modernize the corporation law, it realized first hiragana-colloquial expression of corporation law and unification of corporation law. By then corporation law was separately regulated in Japanese Commercial Code (amended), Small Corporation Law（derogated）and Law for Special Exceptions to the Commercial Code concerning Audit（derogated）. New Corporation Law regulates stock corporation (kabushiki-kaisha), general partnership (goumei-kaisha), limited partnership (goushi-kaisha) and limited liability company (goudou-kaisha). Last type of company is newly created by Corporation Law. Small corporation (yuugen-kaisha) is included in a stock corporation. Second, it aimed to improve corporate regulation according to changing social and economic situation. For example, the autonomy of articles of incorporation is respectably enlarged for flexibility of organic structure of stock corporation and sorts of shares are also increased for accommodation of corporate finance and shareholders agreement. This report provides a short survey of legislative process and content of Japanese Corporation Law.