For optimal readability, we highly recommend downloading the document PDF, which you can do below.
Document Information:
- Year: 2003
- Country: Japan
- Language: English
- Document Type: Domestic Law or Regulation
- Topic: Public Benefit and Charitable Status,Taxation and Fiscal Issues
A
Note: Major revisions marked in bold print
[UNOFFICIAL TRANSLATION]
Law to Promote SpeciÞed NonproÞt Activities
Promulgated on March 25, 1998
(Including all revisions with the latest made on April 9, 2003)
Chapter I. General Provisions
(Purpose)
Article 1. The purpose of this law is to promote the sound development of speciÞed nonproÞt activities in the form of volunteer and
other activities freely performed by citizens to beneÞt society, through such measures as the provision of corporate
status to organizations that undertake speciÞed nonproÞt activities, and thereby to contribute to advancement of the
public welfare.
(DeÞnitions)
Article 2. 1. ÒSpeciÞed nonproÞt activitiesÓ under this law shall mean those activities speciÞed in the attached schedule, which are for
the purpose of contributing to advancement of the interests of many and unspeciÞed persons.
2. ÒSpeciÞed nonproÞt corporationÓ under this law shall mean an organization that has as its main purpose the implemen-
tation of speciÞed nonproÞt activities, that conforms with each of the following items, and that is a corporation estab-
lished under the provisions of this law:
i. an organization that is covered by both of the following items and is not for the purpose of generating proÞts:
a. provisions regarding acquisition and loss of qualiÞcations for membership are not unreasonable;
b. the number of ofÞcers receiving remuneration total no more than one-third of the total number of ofÞcers;
ii. an organization whose activities conform with each of the following items:
a. the activities are not for the purpose of propagating religious teachings, performing ceremonies, or educating or
fostering believers;
b. the activities are not for the purpose of promoting, supporting, or opposing a political principle;
c. the activities are not for the purpose of recommending, supporting, or opposing a candidate (including a pro-
spective candidate) for a public ofÞce (meaning a public ofÞce as speciÞed in Article 3 of the Public OfÞces
Election Law [Law No. 100 of 1950]; the same shall apply hereafter), a person holding a public ofÞce, or a
political party.
Chapter II. SpeciÞed NonproÞt Corporations
Section 1. Common Provisions
(Principles)
Article 3. 1. A speciÞed nonproÞt corporation must not engage in operations for the interests of a speciÞc individual or corporation
or other organization.
2. A speciÞed nonproÞt corporation must not be used for a speciÞc political party.
(Restriction on use of name)
Article 4. No entity other than a speciÞed nonproÞt corporation may use the words ÒspeciÞed nonproÞt corporationÓ within its
name or any wording that can be confused with same.
(Other operations)
Article 5. 1. A speciÞed nonproÞt corporation may engage in operations other than those relating to specified nonprofit activities
(referred to hereafter as Òother operationsÓ), to the extent that said other operations do not interfere with operations
relating to speciÞed nonproÞt activities. Revenue generated from said other operations, if any, must be used in the
specified nonprofit activities.
2. The account for other operations must be separated from the account for operations relating to speciÞed nonproÞt
activities implemented by said speciÞed nonproÞt corporation and administered as a special account.
(Address)
Article 6. The address of a speciÞed nonproÞt corporation shall be the location of its main ofÞce.
B
(Registration)
Article 7. 1. A speciÞed nonproÞt corporation must be registered as prescribed by cabinet order.
2. In regard to matters requiring registration as speciÞed in the preceding paragraph, a speciÞed nonproÞt corporation
cannot contest claims by third parties until after registration.
(Mutatis mutandis application of the Civil Code)
Article 8. The provisions of Articles 43 and 44 of the Civil Code (Law No. 89 of 1896) shall apply mutatis mutandis to speciÞed
nonproÞt corporations.
(Competent authority)
Article 9. 1. The government agency with jurisdiction for a speciÞed nonproÞt corporation shall be the governor of the to, do, fu, or
ken (prefecture or equivalent) in which the main ofÞce of the speciÞed nonproÞt corporation is located.
2. Notwithstanding the provisions of the preceding paragraph, the Prime Minister shall be the government agency with
jurisdiction for any speciÞed nonproÞt corporation that has ofÞces in two (2) or more to, do, fu, or ken (prefectures or
equivalent).
Section 2. Establishment
(Authentication of establishment)
Article 10. 1. A person who intends to establish a speciÞed nonproÞt corporation must submit an application together with the
following documents as prescribed by ordinance of the Prime MinisterÕs OfÞce (or ordinance of a to, do, fu, or ken
[prefecture or equivalent], in the case of a speciÞed nonproÞt corporation other than a speciÞed nonproÞt corporation
speciÞed in Article 9.2; the same shall apply hereafter, with the exception of Articles 26.3, 44.2 and 44-2) and must
obtain authentication of establishment:
i. articles of incorporation;
ii. the following documents concerning ofÞcers:
a. a list of ofÞcers (meaning a listing of the name, address or residence and indication of paid or unpaid status for
each ofÞcer);
b. a certiÞed copy of an afÞdavit from each ofÞcer stating that he/she is not covered by Article 20 and that he/she
will not violate the provisions of Article 21, and a letter of acceptance from each ofÞcer;
c. a document as prescribed by ordinance of the Prime MinisterÕs OfÞce attesting to the address or residence of
each ofÞcer;
iii. a document listing the names of at least ten (10) members (which for corporate members shall mean the name of
the corporation and the name of the representative), as well as their addresses or residences;
iv. a document indicating that conformance with Article 2.2.ii and Article 12.1.iii has been veriÞed;
v. a prospectus;
vi. a certiÞed copy of minutes attesting to a decision of intent to establish a speciÞed nonproÞt organization;
vii. an operating plan for the initial fiscal year and the following fiscal year after establishment;
viii. a budget statement of revenue and expenditure for the initial fiscal year and the following fiscal year after estab-
lishment.
2. If an application for authentication has been submitted as speciÞed in the preceding paragraph, the government agency
with jurisdiction must promptly publish that fact, as well as the matters speciÞed below, and must provide the docu-
ments speciÞed in items i, ii.a, v, vii, and viii for public view at a designated location for two (2) months from the date
of acceptance of the application:
i. the date on which the application was submitted;
ii. the name of the speciÞed nonproÞt corporation related to the application, as well as the name of the representa-
tive, the location of the main ofÞce, and the purposes speciÞed in the articles of incorporation.
(Articles of incorporation)
Article 11. 1. The articles of incorporation of a speciÞed nonproÞt corporation must specify the following:
i. purposes;
ii. name;
iii. types of speciÞed nonproÞt activities to be undertaken and types of operations related to said speciÞed nonproÞt
activities;
iv. location of the main ofÞce and any other ofÞces;
v. matters relating to acquisition and loss of qualiÞcations for membership;
vi. matters concerning ofÞcers;
vii. matters concerning meetings;
viii. matters concerning assets;
C
ix. matters concerning accounts;
x. fiscal year;
xi. matters concerning the types of, and other particulars of, any other operations that are to be undertaken;
xii. matters concerning dissolution;
xiii. matters concerning amendment of the articles of incorporation;
xiv. method of public notice.
2. The initial ofÞcers after establishment must be listed in the articles of incorporation.
3. If provision is made in the matters speciÞed in 1.xii above for an entity to succeed to remaining assets, said entity must
be a speciÞed nonproÞt corporation or another entity selected from those speciÞed below:
i. the national government or a local public organization;
ii. a corporation established under the provisions of Article 34 of the Civil Code;
iii. a school corporation as speciÞed in Article 3 of the Private Schools Law (Law No. 270 of 1949);
iv. a social welfare corporation as speciÞed in Article 22 of the Social Welfare Law (Law No. 45 of 1951);
v. a relief and rehabilitation corporation as speciÞed in Article 2.6 of the Relief and Rehabilitation Enterprise Law
(Law No. 86 of 1995).
(Criteria for authentication, etc.)
Article 12. 1. The government agency with jurisdiction must authenticate establishment if it is recognized that the application for
authentication speciÞed in Article 10.1 conforms with the following:
i. the procedures for establishment, the application, and the content of the articles of incorporation comply with
laws and regulations;
ii. the speciÞed nonproÞt corporation of said application is an organization as speciÞed in Article 2.2;
iii. speciÞed nonproÞt corporation making said application is not to be any of the following:
a. a violent criminal organization (meaning a violent criminal organization as stipulated by Article 2.ii of the Law
Concerning the Prevention of Irregularities by Gangsters [Law No. 77 of 1991]; the same shall apply hereafter);
b. under the control of a violent criminal organization or its members (including members of a constituent orga-
nization of a violent criminal organization; the same shall apply hereafter) or a person who has been a member
of a violent criminal organization and for whom five (5) years have yet to pass from the date on which said
person was no longer a member of a violent criminal organization (referred to hereafter as Òmembers of a
violent criminal organization, etc.Ó);
iv. the speciÞed nonproÞt corporation of said application has at least ten (10) members.
2. Authentication or denial pursuant to the provisions of the preceding paragraph shall be made within two (2) months
from the date of expiration of the period speciÞed in Article 10.2 unless there is just and proper reason to the contrary.
3. If the government agency with jurisdiction denies authentication pursuant to the provisions of paragraph 1, the govern-
ment agency with jurisdiction must provide prompt notiÞcation in writing to the person who submitted the applica-
tion, stating the reason for denial.
(Seeking for opinion, etc.)
Article 12-2 The provisions of Articles 43-2 and 43-3 shall apply mutatis mutandis to authentication if application is filed pursuant
to provisions of Article 10.1.
(Date of establishment, etc.)
Article 13. 1. A speciÞed nonproÞt corporation shall be established through registration of establishment at the location of its main
ofÞce.
2. A speciÞed nonproÞt corporation that has made the registration speciÞed in the preceding paragraph shall promptly
submit to the government agency with jurisdiction written notiÞcation, together with a certiÞed copy of registration
attesting that said registration has been made.
(Mutatis mutandis application of the Civil Code)
Article 14. The provisions of Article 51.1 of the Civil Code (limited to those sections that concern the time of incorporation) shall
apply mutatis mutandis to establishment of a speciÞed nonproÞt corporation.
Section 3. Administration
(OfÞcers)
Article 15. A speciÞed nonproÞt corporation shall have three (3) or more directors and one (1) or more auditors as its ofÞcers.
(Representation by directors)
Article 16. The directors shall represent a speciÞed nonproÞt corporation in all the business thereof, with the proviso that their power
of representation may be restricted by the articles of incorporation.
(Determination of business)
Article 17. The business of a speciÞed nonproÞt corporation shall be determined by majority vote of the directors, unless otherwise
speciÞed in the articles of incorporation.
(Duties of auditors)
Article 18. Supervisors shall perform the duties speciÞed in each of the following items:
i. inspect the status of business conducted by the directors;
ii. inspect the status of assets of the speciÞed nonproÞt corporation;
iii. if, as a result of the inspection speciÞed in the preceding two items, improper conduct or important facts indicat-
ing violation of laws, regulations, or the articles of incorporation with regard to the business or assets of the
speciÞed nonproÞt corporation are discovered, report same to a general meeting or the government agency with
jurisdiction;
iv. if necessary in order to submit a report as speciÞed in the preceding item, convene a general meeting;
v. present opinions to the directors on the status of business conducted by the directors or the status of assets of the
speciÞed nonproÞt corporation.
(Prohibition of dual functions by auditors)
Article 19. An auditor may not concurrently be a director or staff member of the speciÞed nonproÞt corporation.
(Reasons for disqualiÞcation as an ofÞcer)
Article 20. No person who is covered by any of the following may become an ofÞcer of a speciÞed nonproÞt corporation:
i. an adult ward or a person under curatorial care
ii. a bankrupt who has not been reinstated with his/her rights;
iii. a person who has been sentenced to imprisonment or a more severe penalty, and for whom two (2) years have yet
to pass from the date of expiration of execution of the sentence or the date on which said person became no longer
subject to execution of sentence;
iv. a person who has been sentenced to a penal Þne as a result of violation of the provisions of this law or the provi-
sions of the Law Concerning the Prevention of Irregularities by Gangsters, excluding the provisions of Article 31.7
of said law or Article 204, Article 206, Article 208, Article 208-3, Article 222, or Article 247 of the Criminal Code
(Law No. 45 of 1907) or the provisions of the Law Concerning Punishment of Violent Acts, Etc. (Law No. 60 of
1926), and for whom two (2) years have yet to pass from the date of expiration of execution of the sentence or the
date on which said person became no longer subject to execution of sentence;
v. a member of a violent criminal organization, etc.
vi. a person who was an ofÞcer of a speciÞed nonproÞt corporation at the time of dissolution thereof, authentication
of establishment having been revoked pursuant to the provisions of Article 43, and for whom two (2) years have
yet to pass from the date on which said authentication of establishment was revoked.
(Limitations on relatives, etc., of ofÞcers)
Article 21. OfÞcers may not include more than one (1) person who is a spouse or relative within the third degree of consanguinity of
any one (1) ofÞcer, and said ofÞcer and his/her spouse and relatives within the third degree of consanguinity may not
constitute more than one-third of the total number of ofÞcers.
(Filling vacant ofÞces)
Article 22. If the ofÞces of more than one-third of the Þxed number of directors or auditors fall vacant, they shall be Þlled promptly.
(NotiÞcation of changes concerning ofÞcers)
Article 23. 1. A speciÞed nonproÞt corporation must promptly notify the government agency with jurisdiction in the event of any
change in the name or the address or residence of an ofÞcer.
2. When making the notiÞcation speciÞed in the preceding paragraph when a new ofÞcer has been installed (excluding
instances of reappointment simultaneously with expiration of the term of ofÞce), a speciÞed nonproÞt corporation
shall submit to the government agency with jurisdiction the documents listed in Article 10.1.ii.b and c in regard to said
ofÞcer.
D
(Term of ofÞce of ofÞcers)
Article 24. 1. The articles of incorporation shall specify a term of ofÞce of not more than two (2) years for ofÞcers. However, reap-
pointment shall not be prohibited.
2. Notwithstanding the preceding item, for specified nonprofit corporations which are to elect their officers at the
general meeting as specified in the articles of incorporation, if a successor is not elected to office, the term of office
may be extended until termination of the first general meeting from the last day of the previous officerÕs term of
office as specified by the articles of incorporation pursuant to the provisions of the preceding paragraph.
(Amendment of articles of incorporation)
Article 25. 1. Any amendment of the articles of incorporation shall take place by resolution of a general meeting as speciÞed in the
articles of incorporation.
2. Any resolution speciÞed in the preceding paragraph must be approved by at least three-fourths of the members present
at a general meeting attended by at least one-half of the members, unless otherwise speciÞed in the articles of incorpo-
ration.
3. No amendment of the articles of incorporation shall be effective unless approval is obtained from the government
agency with jurisdiction, excluding amendments involving the matters speciÞed in Article 11.1.iv (limited to those not
involving a change of competent authority), as well as the matters speciÞed in viii and xiv of the same paragraph
(referred to in paragraph 6 as Òamendment of the articles of incorporation regarding minor mattersÓ).
4. If a speciÞed nonproÞt corporation wishes to obtain the approval speciÞed in the preceding paragraph, said speciÞed
nonproÞt corporation must submit an application to the government agency with jurisdiction together with a certiÞed
copy of the minutes of the general meeting at which amendment of the articles of incorporation was approved, as well
as the amended articles of incorporation. If amendment of the articles of incorporation is related to matters specified
in Article 11.1iii or xi, an operating plan and a budget statement of revenue and expenditure for the fiscal year in which
the date of amendment is included and the following fiscal year must be attached to the application
5. The provisions of Article 10.2 and Article 12 shall apply mutatis mutandis to the approval speciÞed in paragraph 3.
6. A speciÞed nonproÞt corporation must notify the government agency with jurisdiction promptly in the event that it
makes any amendment of the articles of incorporation regarding minor matters.
Article 26. 1. The application speciÞed in paragraph 4 of the preceding article for approval of amendment of the articles of incorpo-
ration involving a change of government agency with jurisdiction must be submitted to the government agency with
jurisdiction after the change via the government agency with jurisdiction prior to the change.
2. In the event of the preceding paragraph, in addition to the documents speciÞed in Article 25.4, the documents speciÞed
in Article 10.1.ii.a and iv, as well as the most recent activity report, etc., as speciÞed in Article 28.1 (which for the period
from establishment through compilation of said documents shall mean the inventory of assets at the time of establish-
ment speciÞed in Article 14 applying Civil Code Article 51.1, and for the period from a merger through compilation of
said documents shall mean the inventory of assets speciÞed in Article 35.1) must be attached to the application.
3. In the event of paragraph 1, if the government agency with jurisdiction approves amendment of the articles of incorpo-
ration, the government agency with jurisdiction shall promptly take over administrative work from the prior compe-
tent authority as prescribed by ordinance of the Prime MinisterÕs OfÞce.
(Accounting principles)
Article 27. Accounts for a speciÞed nonproÞt corporation must be kept as prescribed in this law as well as in accordance with the
following principles:
i. repealed*
ii. account books must be kept accurately, in keeping with the principles of formal bookkeeping;
iii. the inventory of assets, balance sheet, and statement of revenue and expenditure must clearly state the truthful
extent of revenue and expenditure and of Þnances on the basis of the account books;
iv. the standards and procedures adopted for processing accounts must be followed consistently each Þscal year and
must not be changed indiscriminately.
(Keeping of activity report, etc., and viewing thereof )
Article 28. 1. A speciÞed nonproÞt corporation must compile within the Þrst three (3) months of each fiscal year, as prescribed by
ordinance of the Prime MinisterÕs OfÞce, an activity report, inventory of assets, balance sheet, and statement of rev-
enue and expenditure (referred to in the following paragraph, Article 29, and Article 43.1 as Òactivity report, etc.Ó) for
the previous fiscal year, and a list of ofÞcers (meaning a listing of the names and addresses or residences of all persons
who were ofÞcers the previous fiscal year and indication of paid or unpaid status for each ofÞcer for the previous fiscal
year), as well as a document listing the names of at least ten (10) members (which for corporate members shall mean
the name of the corporation and the name of the representative), as well as their addresses or residences (referred to in
the following paragraph, Article 29, and Article 43.1 as Òlist of ofÞcers, etc.Ó); and said speciÞed nonproÞt corporation
E
must keep these documents at its main ofÞce until the last day of the second successive fiscal year after the fiscal year in
question.
2. If a member or other interested party asks to view the activity report, etc. (which for the period from establishment
through compilation of said documents shall mean the inventory of assets at the time of establishment speciÞed in
Article 14 applying Civil Code Article 51.1 and for the period from a merger through compilation of said documents
shall mean the inventory of assets speciÞed in Article 35.1; the same shall apply in Article 29.2), the list of ofÞcers, etc.,
or the articles of incorporation or copies of documents relating to the authentication or registration of same (referred
to in Article 29 and Article 43.1 as Òarticles of incorporation, etc.Ó), said speciÞed nonproÞt corporation must allow
viewing thereof unless there is just and proper reason to the contrary.
(Submission and public disclosure of activity report, etc.)
Article 29. 1. A speciÞed nonproÞt corporation must submit its activity report, etc., list of ofÞcers, etc., and articles of incorporation,
etc. (limited to articles of incorporation that have been amended, as well as copies of the documents relating to ap-
proval and registration of said amendment), once every fiscal year to the government agency with jurisdiction as pre-
scribed by ordinance of the Prime MinisterÕs OfÞce.
2. If a request is made to view the activity report, etc., or registry of ofÞcers, etc. (limited to those submitted within the last
three [3] years), or the articles of incorporation, etc., submitted to the government agency with jurisdiction by a speciÞed
nonproÞt corporation, the government agency with jurisdiction must permit viewing thereof as prescribed by ordi-
nance of the Prime MinisterÕs OfÞce.
(Mutatis mutandis application of the Civil Code)
Article 30. The provisions of Article 54 to Article 57 and Article 60 to Article 66 of the Civil Code shall apply mutatis mutandis to a
speciÞed nonproÞt corporation. In this case, Òthe court . . . on the application of any person interested or of a public
prosecutorÓ in Article 56 of the Civil Code shall be read as Òthe government agency with jurisdiction . . . on the applica-
tion of any interested party or by the authority of his/her post.Ó
Section 4. Dissolution and Merger
(Reasons for dissolution)
Article 31. 1. A speciÞed nonproÞt corporation shall be dissolved for any of the following reasons:
i. resolution of a general meeting to that effect;
ii. the occurrence of any reason for dissolution speciÞed in the articles of incorporation;
iii. the impossibility of successful performance of operations relating to the nonproÞt activities that are its objective;
iv. absence of members;
v. merger;
vi. bankruptcy;
vii. revocation of authentication of establishment in accordance with the provisions of Article 43.
2. Dissolution for the reason speciÞed in item iii of the preceding paragraph shall not take effect without the approval of
the government agency with jurisdiction.
3. A speciÞed nonproÞt corporation wishing to obtain approval as speciÞed in the preceding paragraph shall submit to the
government agency with jurisdiction a document attesting to the reason speciÞed in paragraph 1.iii.
4. The liquidator shall, when dissolution is effected for the reasons speciÞed in paragraph 1.i, ii, iv, or vi, promptly notify
the government agency with jurisdiction to that effect.
(Assignation of remaining assets)
Article 32. 1. The remaining assets of a dissolved speciÞed nonproÞt corporation shall, except in the cases of merger and bankruptcy,
be assigned to the entity stipulated by the articles of incorporation at the time of notifying the government agency with
jurisdiction of the completion of liquidation.
2. If there is no provision in the articles of incorporation regarding assignation of remaining assets, the liquidator may,
upon receipt of approval by the government agency with jurisdiction, transfer them to the national government or a
local public organization.
3. Any assets that are not disposed of under the provisions of the preceding two paragraphs shall be assigned to the na-
tional treasury.
(Merger)
Article 33. A speciÞed nonproÞt corporation may merge with another speciÞed nonproÞt corporation.
(Procedures for merger)
Article 34. 1. Any merger by a speciÞed nonproÞt corporation must be approved by resolution of a general meeting.
F
2. The resolution speciÞed in the preceding paragraph must be approved by at least three-fourths of the members, unless
otherwise speciÞed in the articles of incorporation.
3. No merger shall be effective unless approval is obtained from the government agency with jurisdiction.
4. If a speciÞed nonproÞt corporation wishes to obtain the approval speciÞed in the preceding paragraph, said speciÞed
nonproÞt corporation must submit an application to the government agency with jurisdiction together with a certiÞed
copy of the minutes of the general meeting at which the resolution speciÞed in paragraph 1 was approved.
5. The provisions of Article 10 and Article 12 shall apply mutatis mutandis to the approval speciÞed in paragraph 3.
Article 35. 1. A speciÞed nonproÞt corporation shall, upon approval by the government agency with jurisdiction as speciÞed in Ar-
ticle 34.3, prepare an inventory of assets and a balance sheet within two (2) weeks from the date of notiÞcation of said
approval.
2. A speciÞed nonproÞt corporation shall, upon approval by the government agency with jurisdiction as speciÞed in Ar-
ticle 34.3, give public notice to creditors within two (2) weeks from the date of notiÞcation of said approval that they
shall present objections, if any, during a Þxed period and further shall give separate notice to the same effect to each
known creditor, provided that said Þxed period is not less than two (2) months.
Article 36. 1. If no creditor presents an objection to the merger during the period speciÞed in Article 35.2, it shall be deemed that the
merger has been consented to.
2. If any creditor presents an objection, the speciÞed nonproÞt corporation must satisfy his/her claims or furnish him/her
with equivalent collateral or entrust equivalent assets to a trust company or a bank engaged in trust business for the
purpose of satisfying said creditor. However, this is not necessary when there is no possibility that the merger will harm
said creditor.
Article 37. When a speciÞed nonproÞt corporation is to be established by merger, preparation of the articles of incorporation and
other matters relating to establishment of said speciÞed nonproÞt corporation shall be attended to by joint action of
persons selected by each speciÞed nonproÞt corporation.
(Effect of merger)
Article 38. A speciÞed nonproÞt corporation that continues to exist after merger or a speciÞed nonproÞt corporation established by
merger shall succeed to all the rights and obligations of the speciÞed nonproÞt corporation or corporations ceasing to
exist by reason of merger (including the rights and obligations possessed by said speciÞed nonproÞt corporation or
corporations by virtue of permission and other dispositions granted by the administrative authorities in connection
with the business thereof ).
(Time of merger)
Article 39. 1. Merger of speciÞed nonproÞt corporations shall take effect upon completion of registration at the locality of the main
ofÞce of the speciÞed nonproÞt corporation that continues to exist after merger or of the speciÞed nonproÞt corpora-
tion that is established by merger.
2. The provisions of Article 13.2 shall apply mutatis mutandis to the registration speciÞed in the preceding paragraph.
(Mutatis mutandis application of the Civil Code)
Article 40. The provisions of Article 69, Article 70, Article 73 to Article 76, Article 77.2 (limited to the portion relating to reporting),
and Article 78 to Article 83 of the Civil Code, as well as the provisions of Article 35.2 , Article 36, Article 37-2, Article
136 to Article 137, and Article 138 of the Law of Procedure for Noncontentious Matters, shall apply mutatis mutandis
to dissolution and liquidation of a speciÞed nonproÞt corporation. In this case, Òthe competent authoritiesÓ in Article
77.2 and Article 83 of the Civil Code shall be read as Òthe government agency with jurisdiction.Ó
Section 5. Super vision
(Reports and inspection)
Article 41. 1. If there is sufÞcient reason to suspect that a speciÞed nonproÞt corporation has violated laws, regulations, administra-
tive dispositions based on laws or regulations, or the articles of incorporation, the government agency with jurisdiction
may have said speciÞed nonproÞt corporation make a report concerning the status of its business or assets or have
ofÞcials of the government agency with jurisdiction enter the ofÞce or ofÞces and other facilities of said speciÞed
nonproÞt corporation and inspect the status of its business or assets or its account books, documents, and other mate-
rials.
2. If the government agency with jurisdiction has the inspection speciÞed in the preceding paragraph performed, the
government agency with jurisdiction shall have its ofÞcials present a document stating the sufÞcient reason of said
paragraph to the ofÞcers of the speciÞed nonproÞt corporation or other persons with authority to supervise the ofÞce
or ofÞces and other facilities that are subject to inspection (referred to hereafter in this paragraph as ÒofÞcers, etc., of
the speciÞed nonproÞt corporationÓ) and must deliver said document if the ofÞcers, etc., of the speciÞed nonproÞt
corporation demand delivery thereof.
G
3. Any ofÞcial performing the inspection speciÞed in paragraph 1 must carry a certiÞcate attesting to his/her ofÞcial status
and must show it to those concerned.
4. The authority to inspect speciÞed in paragraph 1 shall not be construed as the authority to conduct a criminal investi-
gation.
(Orders to improve)
Article 42. The government ageny with jurisdiction may order a speciÞed nonproÞt corporation to take such measures as are neces-
sary for improvement within a Þxed period if the government agency with jurisdiction deems that said speciÞed nonproÞt
corporation does not meet the requirements of Article 12.1.ii, iii, or iv or otherwise violates laws, regulations, adminis-
trative dispositions based on laws or regulations, or the articles of incorporation or that its operations are materially
lacking in propriety.
(Revocation of authentication of establishment)
Article 43. 1. The government agency with jurisdiction may revoke its authentication of establishment of a speciÞed nonproÞt corpo-
ration if said speciÞed nonproÞt corporation violates an order speciÞed in Article 42 and the government agency with
jurisdiction cannot fulÞll the objectives of supervision through other means or if a speciÞed nonproÞt corporation has
not submitted an activity report, etc., registry of ofÞcers, etc., or articles of incorporation, etc., as speciÞed in Article
29.1 for at least three (3) years.
2. The government agency with jurisdiction may revoke its authentication of establishment of a speciÞed nonproÞt corpo-
ration even without issuing the order speciÞed in Article 42 if said speciÞed nonproÞt corporation violates laws or
regulations and if it is clear that improvement cannot be expected as a result of such an order and that the objectives of
supervision cannot be fulÞlled through other means.
3. If a speciÞed nonproÞt corporation so requests, efforts must be made to hold public hearings on the dates of hearings
concerning the revocation of authentication of establishment as speciÞed in the preceding two paragraphs.
4. If the government agency with jurisdiction does not hold public hearings on the dates of hearings when a request as
speciÞed in the preceding paragraph has been made, the government agency with jurisdiction must deliver to the
speciÞed nonproÞt corporation a written statement of the reason for not holding public hearings.
(Seeking for opinion)
Article 43-2 If there is sufÞcient reason to suspect that a speciÞed nonproÞt corporation has not complied with the requirements
specified in Article 12.1iii or if its ofÞcer(s) disqualifies by corresponding to Article 20.v, the government agency
with jurisdiction may ask, stating the reason, for the opinion of the Director General for the National Police Agency
in the case where the government agency with jurisdiction is the Prime Minister and of the Chief Commissioner of
the Metropolitan Police or the Chief Commissioner of the Prefectural Police in the case where the government
agency with jurisdiction is the governor of a to, do, fu, or ken (prefecture or equivalent), (referred to as ÒDirector
General for the National Police Agency or Chief Commissioner of the Prefectural PoliceÓ in the following section).
(Advice to government agency with jurisdiction)
Article 43-3 If there is sufÞcient reason to suspect that a speciÞed nonproÞt corporation has not complied with the requirements
specified in Article 12.1iii or if its ofÞcer(s) disqualiÞes by corresponding to Article 20.v and there is a need for the
government agency with jurisdiction to take appropriate measures as are necessary on the said speciÞed nonproÞt
corporation, the Director General for the National Police Agency or Chief Commissioner of the Prefectural Police
may advise the government agency with jurisdiction to do so.
Section 6. Miscellaneous Provisions
(Provision of information)
Article 44. 1. The Prime Minister must deliver copies of documents for viewing as speciÞed in Article 29.2 (excluding copies of
documents already delivered pursuant to this paragraph) to the governor of the to, do, fu, or ken (prefecture or equiva-
lent) in which an ofÞce of a speciÞed nonproÞt corporation speciÞed in Article 9.2 is located.
2. A speciÞed nonproÞt corporation speciÞed in Article 9.2 must submit copies of the documents speciÞed in the preced-
ing paragraph to the Prime Minister as prescribed by ordinance of the Prime MinisterÕs OfÞce.
3. The governor of a to, do, fu, or ken (prefecture or equivalent) may permit viewing of the copies of the documents that he/
she receives pursuant to paragraph 1 as prescribed by ordinance of his/her prefecture or equivalent.
Article 44-2 (Translation left out)
(Regulations for implementation)
Article 45. In addition to the provisions of this chapter, the procedures for implementation thereof, as well as other particulars neces-
sary for implementation, shall be prescribed by ordinance of the Prime MinisterÕs OfÞce.
H
Chapter III. Special Treatment Under Tax Law
Article 46. 1. A speciÞed nonproÞt corporation shall be deemed to be a public interest corporation, etc., as speciÞed in Article 2.vi of
the Corporation Tax Law (Law No. 34 of 1965) for the purposes of application of said law and other laws and regula-
tions relating to corporation taxes. In this event, for the purposes of applying Article 37 of said law, the wording Òpublic
interest corporations, etc.Ó in paragraph 3 of said article shall be read as Òpublic interest corporations, etc. (excluding
corporations; hereafter referred to as ÔspeciÞed nonproÞt corporationsÕ), speciÞed in Article 2.2 of the Law to Promote
SpeciÞed NonproÞt Activities (Law No. 7 of 1998),Ó and the wording Òpublic interest corporations, etc.Ó in paragraph 4
of said article shall be read as Òpublic interest corporations, etc. (excluding speciÞed nonproÞt corporations)Ó; for the
purposes of applying Article 66 of said law, the wording Òordinary corporationsÓ in paragraphs 1 and 2 of said article
shall be read as Òordinary corporations (including speciÞed nonproÞt corporations),Ó and the wording Òpublic interest
corporations, etc.Ó in paragraph 3 of said article shall be read as Òpublic interest corporations, etc. (excluding speciÞed
nonproÞt corporations)Ó; and for the purposes of applying Article 68-6 of the Special Taxation Measures Law (Law No.
26 of 1957), the wording Òthose corporations deemedÓ in said article shall be read as Òthose corporations deemed
(which for corporations speciÞed in Article 2.2 of the Law to Promote SpeciÞed NonproÞt Activities [Law No. 7 of
1998] shall be limited to corporations designated by cabinet order as small-scale corporations).Ó
2. For the purposes of applying the Consumption Tax Law (Law No. 108 of 1988) and other laws and regulations concern-
ing the consumption tax, a speciÞed nonproÞt corporation shall be deemed to be a corporation as speciÞed in Schedule
3 of the Consumption Tax Law.
3. For the purposes of applying the Land Value Tax Law (Law No. 69 of 1991) and other laws and regulations concerning
the land value tax (excluding the provisions of Article 33 of said law), a speciÞed nonproÞt corporation shall be deemed
to be a public interest corporation, etc., as speciÞed in Article 2.vi of the Land Value Tax Law, with the proviso that for
the purposes of applying the provisions of laws or regulations concerning exemption from land value tax pursuant to
Article 6 of said law, a speciÞed nonproÞt corporation shall be deemed to be an organization, etc., without juridical
personality as speciÞed in Article 2.vii of said law.
Article 46-2 If a specified nonprofit corporation meets the requirements of organization and operation as specified in the Special
Tax Measures Law and receives approval of the Director General for the National Tax Administration Agency as
contributing to the promotion of public benefit, an individual or a corporation contributing or donating a gift to
the said specified nonprofit corporation for its specified nonprofit activities shall be considered a special case and
exempt from income tax, corporate tax or inheritance tax as specified by the said law.
Chapter IV. Penal Provisions
Article 47. A person who violates an order speciÞed in Article 42 shall be liable to a Þne not exceeding 500,000 yen.
Article 48. If a representative or proxy or an employee or other worker of a speciÞed nonproÞt corporation commits any violation
speciÞed in the preceding article in connection with the business of said speciÞed nonproÞt corporation, the speciÞed
nonproÞt corporation as well as the offender shall be liable to the penalty prescribed in said article.
Article 49. Directors, auditors, or the liquidator of a speciÞed nonproÞt corporation shall be liable to a nonpenal Þne not exceeding
200,000 yen in any of the following cases:
i. registration as speciÞed in the provisions of the cabinet order speciÞed in Article 7.1 has been neglected;
ii. preparation of an inventory of assets as speciÞed in the provisions of paragraph 1 of Article 51 of the Civil Code,
applicable mutatis mutandis to Article 14, has been neglected or matters required to be included in said inventory
have not been included or untrue entries have been made;
iii. notiÞcation has not been given, in violation of the provisions of Article 23.1 or Article 25.6, or false notiÞcation has
been given;
iv. the keeping of the documents speciÞed in the provisions of Article 28.1 has been neglected or matters required to
be included in said documents have not been included or untrue entries have been made;
v. submission of the documents speciÞed in Article 29.1 has been neglected;
vi. preparation of the documents speciÞed in Article 35.1 has been neglected or matters required to be included in
said documents have not been included or untrue entries have been made;
vii. the provisions of Article 35.2 or Article 36.2 have been violated;
viii. application for adjudication of bankruptcy as speciÞed in Article 70.2 or Article 81.1 of the Civil Code, applicable
mutatis mutandis to Article 40, has been neglected;
ix. public notice as speciÞed in Article 79.1 or Article 81.1 of the Civil Code, applicable mutatis mutandis to Article 40,
has been neglected or untrue public notice has been given.
x. reporting specified in provisions of Article 41.1 has been neglected or untrue, or inspection specified in the
same Article refused, disturbed or evaded.
Article 50. A person who violates the provisions of Article 4 shall be liable to a nonpenal Þne not exceeding 100,000 yen.
I
Attached Schedule (Ar ticle 2)
1. Promotion of health, medical treatment, or welfare
2. Promotion of social education
3. Promotion of community development
4. Promotion of science, culture, the arts, or sports
5. Conservation of the environment
6. Disaster relief
7. Promotion of community safety
8. Protection of human rights or promotion of peace
9. International cooperation
10. Promotion of a society with equal gender participation
11. Sound nurturing of youth
12. Development of information technology
13. Promotion of science and technology
14. Promotion of economic activities
15. Development of vocational expertise or expansion of employment opportunities
16. Protection of consumers
17. Administration of organizations that engage in the above activities or provision of liaison, advice, or assistance in
connection with the above activities
Supplementary Provisions
(Law No. 173 of 2002) (Excerpts)
(Enforcement Date)
Article 1. This law shall be in force and effect from May 1, 2003.
(Transitional Measures)
Article 2. 1. The provisions in Article 5.2 of the revised Law to Promote Specified Nonprofit Activities (referred to hereafter as
the Ònew LawÓ) are to be applied to operations starting in the fiscal year following that of the date of enforcement of
this law (referred to hereafter as the Òenforcement dateÓ). For operations in the fiscal year started before the en-
forcement date, the provisions are to follow precedent cases.
2. In enforcing this law, the provisions in Article 11.1 (limited to those sections that concern xi) relating to other opera-
tions specified in Article 5.1 of the new Law (excluding the revenue-generating operations specified in Article 5.1 of
the Law to Promote Specified Nonprofit Activities before the revision [referred to hereafter as the Òold LawÓ]) of a
specified nonprofit corporation shall not be applied until passing of one year from the enforcement date of this law.
Article 3. 1. The provisions relating to the documents to be submitted together with the application for approval specified in
Articles 10.1, 25.4 and 34.4 of the old Law before the enforcement date are to follow precedent cases.
2. The criteria relating to the application for approval specified in Article 10.1 of the old Law, application for approval
specified in Article 25.4 of the old Law, and application for approval specified in Article 34.4 of the old Law before
the enforcement date are to follow precedent cases.
Article 4. 1. In enforcing this law, the provisions in Article 11.1 (limited to those sections that concern item x) shall not be ap-
plied to specified nonprofit corporations (including organizations relating to application for authentication of
establishment of a specified nonprofit corporation; the same shall apply to the following paragraph) which have
not fixed a fiscal year in their articles of incorporation until passing of one year from the enforcement date of this
law.
2. In enforcing this law, the wording shall be amended for the purpose of applying Articles 27.4, 28.1 and 29.1 of the
new Law and Article 2.1 of the Supplementary Provisions until the day before the start of the initial fiscal year to
specified nonprofit corporations which have not fixed a fiscal year:
The wording Òevery fiscal year,Ó Òprevious fiscal yearÓ and Òtwo fiscal years henceÓ in Article 28.1 shall be amended
to read Òevery year,Ó Òprevious yearÓ and Òtwo years hence.Ó The wording Òevery fiscal yearÓ in Article 29.1 shall be
amended to read Òevery year.Ó The wording Òthe fiscal year following that of the date of enforcement of this law
(referred to hereafter as the Òenforcement dateÓ)Ó shall be amended to read ÒJanuary 1, 2004 (the date of the initial
fiscal year if the initial fiscal year starts before the said date).Ó The wording Òthe fiscal year started before the en-
forcement dateÓ shall be amended to read ÒDecember 31, 2003 (the day before the start of the initial fiscal year if the
initial fiscal year starts before the said date).Ó
* Editorial note: Article 27.i, an accounting-related clause, stated that all revenues and expenditures must be based on an initial budget.
J
of the Special Tax Measures Law
(Excerpts of provisions concerning NPOs)
Ministr y of Finance
The following revisions are introduced to the system regulating the Approved Specified Nonprofit Corporations eligible for tax-deductible
contributions.
(1) The conditions for the approval of Specified Nonprofit Corporations shall be as follows.
i. Measures relating to the public support test (total amount of donations and grants shall make up more than one-
third of the total amount of income) are as follows:
a. For the period between April 1, 2003, and March 31, 2006, the ratio shall be eased to more than one-fifth (speci-
fied as one-third under the present law in force) the total amount of income.
b. The standard limit per donor not to be counted toward the amount of donations received shall not exceed five
(5) percent of the total amount of donations received (presently set at two (2) percent).
c. The standard limit per donor not to be counted toward the total amount of income and the total amount of
donations received shall be lowered to under 1,000 yen (presently set at 3,000 yen).
d. The amount of commission grants received from national or local governments and international organizations
in which Japan is a member or the amount of subsidies received from international organizations in which Japan
is a member shall not be counted toward the total amount of income.
ii. The conditions for approval relating to operations of specified nonprofit corporations conducted in more than one
municipality are to be repealed.
iii. If the said corporation remits or transfers money overseas, it shall submit documents beforehand to the National
Tax Administration Agency for the amount exceeding 2,000,000 yen. For the amount equaling 2,000,000 yen or
less, the information on the said remittance or transfer of money shall be submitted after the termination of the
fiscal year.
(2) The amount used for specified nonprofit activities from assets obtained from revenue-generating operations shall be
deemed to be donations and the percentage limit of tax deductible amount for said donations shall be twenty (20)
percent of the profit.
K