Defendant Kelly "No Specific Investment" Ghosn Defendant Compensation Fraud Trial
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He also revealed that when deciding on the company name, Ghosn explained that "it is better not to include the word Nissan."
Used to buy Ghosn's overseas home in a case involving the compensation of Carlos Ghosn, the former chairman of Nissan Motor Co., Ltd. → Continue reading
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Trade name in Japanese law
Mainly in JapanCommercial law,Company lawas well as the Commercial registration methodEtc., the handling is stipulated.In this paper, the Commercial Code before the revision by Law No. 17 of July 7, 26 will be distinguished as the "Old Commercial Code".
Selection of trade name
How to select a trade name
- Trade name of a merchant excluding companies and foreign companies
- The constitutional principle regarding the selection of a trade name is limited to those that match the actual situation of business.Trade name truth principleHowever, the Japanese Commercial Code states that, in principle, merchants other than companies and foreign companies can freely give their trade names with their names, names and other names.Trade name liberalism(Freedom to choose a trade name.Commercial Code Article 11Paragraph 1, Article 16 of the Old Commercial Code).
- Company trade name
- The Companies Act states that the name of a company is a trade name (Company Law Article 6Paragraph 1, Old Commercial Code Article 17, Former Limited Company Law Article 3 Paragraph 1) On the contrary, a person who is not a company cannot use characters indicating that it is a company in the trade name (Company Law Article 7, Old Commercial Code Article 18).Also, the company, according to its type, is in the trade nameLtd.,Partnership company,Joint stock company,A limited companyMust be used (Article 6 of the Companies Act, Article 17 of the Old Commercial Code, Article 3, Paragraph 1 of the Old Limited Company Act).
- Equity companyIf you use the name or name or name of an employee who left the company in the trade name, the employee who left the company may request that you stop using that name (Company Law Article 613).
- Use of names stipulated in various business laws, etc.
- bank,Labor union,Credit union,Insurance company,Trust company,Inexhaustible company,Agricultural cooperative,Fisheries cooperative,Business cooperative,Consumer cooperativeEspecially as something that should secure the credit maintenancelawFor certain industries specified in (XNUMX), characters indicating each industry such as "bank", "labor bank", and "credit union" must be used in the trade name and name ().Banking lawArticle 6, paragraph 1,Labor safe lawArticle 8, paragraph 1,Credit Bank ActArticle 6, paragraph 1,Insurance business lawArticle 7, paragraph 1,Trust Business LawArticle 14, paragraph 1,Inexhaustible lawArticle 4, paragraph 1,Agricultural Cooperative LawArticle 4, paragraph 1,Fisheries Cooperative LawArticle 3, paragraph 1,Small and Medium-Sized Enterprises Cooperative Association LawArticle 6, paragraph 1,Consumers' Co-op Law3条1項）。他方で、これらの業種にない者はその名称や商号に「銀行」や「労働金庫」などの文字を用いることを禁じられている（銀行法6条2項、労働金庫法8条2項、信用金庫法6条2項、保険業法7条2項、信託業法14条2項、無尽業法4条2項、農業協同組合法4条2項、水産業協同組合法3条2項、中小企業等協同組合法6条2項、消費生活協同組合法3条2項など）。
- Also,"Bank of JapanSuch asCorporationFor a specific name for which exclusive use is permitted, no one other than the corporation authorized for use of that name can use that character (Bank of Japan ActArticle 13,Law concerning Nippon Telegraph and Telephone CorporationArticle 8,Japan Tobacco Inc. LawArticle 4,Narita International Airport Co., Ltd.Article 4, Article 5, Paragraph 1, etc.).
Restrictions on selecting a trade name
The selection of trade names is subject to the following restrictions.
- Trade name single principle
- A merchant can have multiple trade names, but the same business cannot have multiple trade names at the same business office.
- Regulations on company names, etc.
- As mentioned above, a company must use characters such as "stock company" and "general partnership" according to the type of company (Article 6 of the Companies Act), and is mistaken for another type of company. Characters that may be used cannot be used (Article 2, Paragraph 6 of the Companies Act).In addition, a person who is not a company cannot use characters that may be mistaken for a company in his name or trade name (Article 3 of the Companies Act).
- Prohibition of the use of names that can be mistaken for other merchants
- No one may use a name or trade name for fraudulent purposes that could be mistaken for another merchant or another company (Commercial Code Article 12Item 1Company Law Article 8, Old Commercial Code Article 21).Those who violate this are less than 100 million yenFineTo be dealt with (Commercial Code Article 13-Company Law Article 978No. 3, Article 22 of the Old Commercial Code).
For certain industries such as banks, it is obligatory to use a specific name representing that industry in the trade name, and it is prohibited for anyone other than these to use characters representing the industry in the trade name ( See "Use of names stipulated in various business laws" above).Also, unlike the residential land and building transaction business, there are no restrictions by law (except for those prohibited by other laws), but if there are characters that meet certain conditions, the license application will not be accepted and the trade name will be changed. May be required.. * In addition, there are restrictions on characters when registering a trade name (described later).
Trade name registration
Registration of a trade name is optional if the merchant is a natural person (Commercial Code Article 11(2), if you are a company, you must register your trade name (XNUMX)Company Law Article 911Item 3 No. 2Company Law Article 912No. 2Company Law Article 913No. 2Company Law Article 914No. 2).
If it is the same as the business name already registered by another person and the location of the business office is the same as the location of the business office related to the registration of the business name of another person, it cannot be registered (Article 27 of the Commercial Registration Law-Prohibition of registration of the same trade name at the same location).
Before April 2002, 10
Formerly in commercial registrationCommercial registration rulesBy, during the trade nameThe alphabet,Arabic numerals(Interpretation of Article 48 of the same rule. It can be interpreted that there are no restrictions on the fonts that can be used for kanji. However, the Chinese numeral "○" is regarded as a code rather than a kanji. Cannot be used because it is. Example:FM802The trade name is "FMXNUMX Co., Ltd.Because I couldn't do itFM Co., Ltd.It became).Therefore, although it is an alphabet in the articles of incorporation, it is registered.KatakanaSome companies are (eg, corporations)KVK→ RegistrationCave Ike Co., Ltd.,TDF Corporation→ RegistrationTDF Co., Ltd., Ltd.PALTEK→ RegistrationPALTEK CORPORATIONSuch).Even earlier[When?]Is katakanaNyayo WooWas not approved for use, so the registered trade nameYayuyo Tsuai UeoIn some cases, it was replaced with (Example:Japan Times→ Registered as Ji Co., Ltd.YaPan Times).
After May 2002, 11
Some companies have changed the registered trade name from katakana to the alphabet in line with the availability of the alphabet (TDK Co., Ltd. →TDKKDD I Co., Ltd. →KDDINTN Co., Ltd. →NTNCo., Ltd., Access Co., Ltd. → Co., Ltd.ACCESS, Wow Wow Co., Ltd. → Co., Ltd.WOWOW, Jeugia Corp. → Co., Ltd.JEUGIA, RKB Mainichi Broadcasting Co., Ltd. →RKB Mainichi Broadcasting SystemAsti Co., Ltd. →ASTIEstinet Co., Ltd. → Co., Ltd.STNet, Juki Corporation →JUKICo., Ltd.).Also, Co., Ltd.IBC Iwate BroadcastingThere are also companies that maintain the Katakana company name even after the ban is lifted.
Traditionally acceptedblank() AndMedium blackCompanies using trade names with (・) (Co., Ltd.)Sony Pictures EntertainmentEtc.) have also increased in recent years due to the revision of the commercial registration rules.
Company name and trade name
As mentioned above, in the case of a joint-stock company, for example, "Co., Ltd." must be included in the trade name, such as "○○ Co., Ltd." or "○○ Co., Ltd."..The same applies to the former limited liability company, the current special limited liability company, the partnership company, the limited partnership company, and the limited liability company.
"Company name" or "company name" is not defined by the Commercial Code or the Companies ActSocial beliefIt is generally recognized whether it is "○○ Co., Ltd." or "○○" that does not include the form of the company.However, when it is called "○○", it may be the same, so be careful.In addition, one such as the trade name "○○ Co., Ltd."Legal Affairs BureauIf it is within the jurisdiction ofMain officeIs only one trade nameregistrationNot recognized above.If the head office is in the jurisdiction of one Legal Affairs Bureau and the company has a base other than the head office business in the jurisdiction of another Legal Affairs Bureau, such as "○○ Co., Ltd. △△ Sales Office"支店,Sales Office, Branch offices, factories, factories, etc. must be included and it must be stated that it is not the head office.Also,EnglishThe company name isArticles of IncorporationThis is not a trade name under Japanese law, although it may be specified in.
Name plate rental
A merchant who licenses the use of his or her trade name to another person is in solidarity with the person who misidentified and traded.debt OfRepaymentTake responsible(Name plate lending responsibility,Commercial Code Article 14,Company Law Article 9, Old Commercial Code Article 23).However, it is serious about misidentifying as a business ownerNegligenceWe are not responsible for those who have).
Trade name right
Significance of trade name right
Collectively the various rights that a merchant has on a trade nameTrade name rightThere is a trade name right.
- Right to use trade name (active trade name right)
- Right to use one's trade name without being disturbed by others (Commercial Code, Article 12, Paragraph 1, Company Law, Article 8, Paragraph 1)
- Trade name exclusive right (passive trade name right)
- Right to exclude unauthorized use of a trade name that may be mistaken for one's own trade name (Article 12, Paragraph 2 of the Commercial Code, Article 8, Paragraph 2 of the Companies Act)
Protection of trade names under the Unfair Competition Prevention Law
Acts such as using a trade name that is the same as or similar to the trade name of another person with prominenceUnfair Competition Prevention LawIt becomes the above "unfair competition" (Article 2 of the Unfair Competition Prevention Law),Injunction demand,Restitution for DamagesThe claim will be granted.
- Right to request an injunction (Article 3 of the Unfair Competition Prevention Law)
- Right to claim damages (Article 4 of the Unfair Competition Prevention Law)
Abolition of similar trade name regulations
In the past, there was a regulation in the Commercial Code that does not allow the registration of a trade name (similar trade name regulation) if the business purpose is the same within the same municipality., Was abolished due to the revision of the Commercial Code when the Companies Act came into effect.For unfair competition under the same trade nameUnfair Competition Prevention LawThis is because it was considered sufficient to deal with it.
Transfer / inheritance of trade name
- Transfer of trade name
- The trade name can be transferred, whether for a fee or for free, only when the business is closed or when the business is abolished.registrationIf you do, you can compete with a third party (Commercial Code Article 15, Old Commercial Code Article 24).If the merchant who has transferred the business continues to use the trade name used by the transferor, he / she will be liable as stipulated in Article 15 of the Commercial Code.
- Inheritance of trade name
- The trade name isinheritanceIs subject to (Article 30 of the Commercial Registration LawItem 3Article 32 of the Commercial Registration Law).
Abolition / change of trade name
Registration is required to abolish or change the trade name (Commercial Code Article 10,Company Law Article 909).For trade names of specific industries such as banks, approval is required to change the trade name (Banking Law, Article 6, Paragraph 3, etc.).If the person who registered the trade name has not registered the abolition, etc. even though it is not actually used, the same trade name will be used at the location of the business office related to the registration of the trade name. A person may apply to the registry office to cancel the registration of the trade name (Article 33 of the Commercial Registration Law).
Trade name in Anglo-American law
The trade name isSole proprietorshipGoodwill (in Japanese) of each business or business, which is determined by the merchants and companies such as corporations.Goodwill) Has a function to indicate.
In Anglo-American law, the name used by a partnership for business is also called a business name..
- ^ Tokyo Metropolitan Urban Development Bureau Guidance for application for residential land and building transaction business license, etc.p.3.According to this, "○○ public corporation" and "○○ association" are confused with local public organizations and public institutions, and "○○ distribution center" and "○○ real estate center" are confused with designated distribution organizations, so the trade name is changed. Desired.
- ^ JEUGIA Corp. changed its trade name to "Cross Shop Co., Ltd." on October 2020, 10.
- ^ Legally, it is okay to put the corporate type in the middle, such as "○○ Co., Ltd. □□", but the actual cases are very limited.
- ^ Billing for accounts receivable(Supreme Court decision on January 41, 1)
- ^ There were cases where this rule was abused and the trade name was registered in the city, ward, town, or village where the relocation was planned, and the relocation was obstructed when the head office of a famous company was relocated.Tokyo GasIncident ").In this case, even though there is no business entity, it is not possible to register the trade name.Abuse of rightsIt was decided that the registration would be invalidated (Supreme Court decision of 36.9.29, Showa in the same case).
- ^ a b c Tsuneo Ko, edited by Masahiro Kitazawa, "English-American Commercial Law Dictionary", 1998, p. 950
- ^ a b Tsuneo Ko, edited by Masahiro Kitazawa, "English-American Commercial Law Dictionary", 1998, p. 127