日本有限合伙法.pdf

English Translation of Limited Partnership Act for Investment (Law No.90 of June 3, 1998) Translated by White ii. Acquisition and holding of stocks or Warrants (meaning warrants prescribed in Article 280-19(1) of the Commercial Code (Act no. 48 of 1899), with the same to apply hereinafter in this paragraph) issued by joint stock companies, and acquisition and holding of equity shares of a limited liability company or a company partnership; iii. Acquisition and holding of those securities prescribed in Article 2(1) of the Securities and Exchange Act (Act no. 25 of 1948) (excluding stocks and Warrants, but including rights that are to be represented by securities listed in items (i) to (x) of said provision (excluding stocks and Warrants) and are deemed to be securities by the provisions set forth in Article 2(2) of said Act) and which are bonds or other fund raising securities stipulated as such by cabinet order as contributing to the procuring of capital by a Business Entity (such bonds and other securities hereinafter, “Designated Securities”); iv. Acquisition and holding of cash receivables against a Business Entity and acquisition and holding of cash receivables owned by a Business Entity; v. Making new loans to a Business Entity; vi. Acquisition and holding of, equity investment in an Anonymous Partnership Agreement (meaning an anonymous partnership agreement (tokumei kumiai keiyaku) under Article 535 of the Commercial Code) of which a party is a Business Entity, and acquisition and holding of trust beneficial rights; vii. Acquisition and holding of industrial property or copyrights (including granting a license to use the rights relating thereto) owned by a Business Entity; viii. Provision of management-related advice or technical guidance to a Business Entity of which the Investment LPS (excluding item (ix) below, hereinafter a “Partnership”) owns stocks, equity interest, Warrants, Designated Securities, cash receivables, industrial property, copyrights or trust beneficial rights pursuant to any of the preceding items; ix. Investment in an Investment LPS or a partnership formed by a partnership agreement as prescribed in Article 667(1) of the Civil Code (Act No. 89 of - 2 -1896) by virtue of promises to carry on the investment business, or similar organizations located in a foreign country; x. Business activities ancillary to the business described in the preceding items as prescribed by Cabinet Order; xi. Acquisition and holding of stocks, Warrants, Designated Securities issued by a foreign corporation or equity shares in a foreign corporation, or instruments similar to the same, which are carried out to the extent that, as prescribed by cabinet order, there is no hindrance to the conduct of the business activities set forth in any of the preceding items ; and xii. Investment of surplus cash to be made in accordance with the manner determined by cabinet order in order to accomplish the purposes of the Partnership Agreement. 2. The written contract of the Partnership Agreement (hereinafter the “Partnership Contract”) shall stipulate the matters listed below and be signed by or bear the name and seal of each of the partners: i. The businesses of the Partnership; ii. The name of the Partnership; iii. The location of the office of the Partnership; iv. The names and addresses of the partners and the classification of general partner or limited partner for each of the partners; v. The amount of one unit of investment; vi. The date on which the Partnership Agreement takes effect; and vii. The duration of the existence of the Partnership. 3. Notices or announcements to be made to a Partnership may be addressed to the location of an office of the Partnership or to the address of a general partner. Article 4. Registration 1. A matter for which registration is required pursuant to the provisions of this Act may not be held out against a third party acting in good faith until after the registration of such matter has been completed. 2. A person who through willful intent or negligence has made a false registration on a matter for which registration is required pursuant to the provisions of this Law - 3 -may not hold out the falsity of said matter against a third party acting in good faith. Article 5. Name 1. A Partnership shall include in its name the phrase “Investment LPS.” 2. An entity which is not a Partnership may not include in its name the phrase “Investment LPS.” 3. The provisions of Articles 19 through 21 (Trade Name) of the Commercial Code shall apply mutatis mutandis with respect to the name of a Partnership. 4. In the event that a limited partner consents to its family, personal or business name being included in the name of the Partnership, the limited partner shall have the same responsibilities as the general partners for any liabilities of the Partnership that are incurred upon or after such use of the limited partner's name in the name of the。