民法・特別法上の法人制度と最近の動向

In Japan, the reform 3 law of public benefit corporation was established in 2006. The conventional public benefit corporation was under the competent government agency system established and supervised by approval of each ministry and agency. Therefore, many inconveniences occurred, and received criticism from the Administrative Inspectorate Bureau etc. strictly. In order to eliminate such adverse effects, a new public benefit corporation system was established with the cabinet office or prefecture as an accreditation and regulatory agency (accreditation agency), abolishing the regulatory agency system by each ministry or agency. As a content of that, a public interest corporation will be subjected to strict public interest certification criteria and supervision (reporting, inspection, recommendation, corrective order, cancellation of certification, etc.) by the accreditation agency on the premise of the establishment of a general corporation. Public interest corporations must implement public-interest purpose projects of 50% or more per year. Within that range profitability activities can also be made. With regard to general corporations, it is easy to acquire corporate status by rule of law, there is no restriction on the content of activities including revenue business, and in place of supervisory authority system, we introduced a governance system similar to the Company Law. For example, the responsibilities of the director to the corporation (Articles 83, 111, 116), the responsibilities of the corporation to third parties (Article 78), the responsibilities of the directors to third parties (Articles 117, 118), responsibilities of directors to members (Articles 88, 287). As described above, since the revenue business can be done and the same liability system as that of the Company Law is established, the question of the hollowing out of the civil law and the uniqueness of the general corporation is presented. However, general corporations and public interest corporations (non-profit corporations) can not allocate the profit of profitable activities to the members and use them for operating expenses of corporations, and because the members do not have an equity interest. Non-profit corporation are fundamentally different from profit corporations aimed at largest value of equity and surplus distribution. In this paper, after confirming the difference between a non-profit corporation and a for-profit corporation, we analyzed "interpretation of the scope of the purpose of incorporation", "availability of distribution of excess surplus funds", "classification in the tax system",”the mechanisum that suports the purpose ", as a result, we have clarified the originarity of a non-profit corporation to a for-profit corporation.