up such trade name or has changed it without having registered such fact, any party interested may apply to the court for the cancellation of such registration. In such case the court must summon the person for whom the registration was made to present his objections within a reasonable time to be fixed by the court. If no objection is made within such time, the registration must be forthwith cancelled by the court. TRADE BOOKS 25 A trader must keep books and record therein accurately and clearly his daily dealings and all circumstances affecting his property. As to household expenses only the total monthly amount need be entered. As to the dealings of a retail business, only the total amount of each day's sales may be entered, separating cash sales and credit sales. 26 At the time when a trader commences business, or when the formation of a company is registered, and once in each year at a fixed time, a general inventory of movables and immovables, of credits and debts and of other property as well as a balance-sheet must be made and entered in a book specially kept for such purpose. In the inventory a valuation must be inserted of the movables and immovables and of the credits and other property as at the time of making the inventory. 27 If a company distributes profits twice a year or oftener, it must make an inventory and balance-sheet according to the provisions of the preceding article at the time of each distribution. 28 A trader must preserve his trade books and business correspondence for a period of ten years. Such period is to be computed for a trade book from the time when it is closed. TRADE ASSISTANTS 29 A trader may appoint a procurator to carry on his business either at the principal office or at a branch office. 30 A procurator is authorized to do in the place of the principal all transactions in or out of court relating to the principal's business. A procurator may appoint and dismiss banto,2 clerks and other assistants. Any limitation of the power of representation of a procurator cannot be set up against third persons acting in good faith. 31 The principal must register the appointment of a procurator and the termination of his power of representation at the place of the principal office or the branch office for which he is appointed. 32 Without the permission of the principal a procurator is not allowed to do commercial transactions on his own account or on that of a third person, or to become a partner with unlimited liability of a company. If a procurator in violation of the foregoing provisions undertakes a commercial transaction on his own account, the principal may consider such transaction as done on his account. This right of the principal ceases, if it is not exercised for two weeks from the time when the principal receives notice of such transaction, or if a year has elapsed since the time of the transaction. 33 A trader may appoint a banto or a clerk for particular parts of, or for specially fixed matters relating to his business. A banto or a clerk is authorized to do all acts relating to the matters entrusted to him. 34 Assistants other than procurators, banto or clerks are presumed not to be authorized to do juristic acts in the place of the principal. 35 By the provisions of this chapter the application of the provisions of the Civil Code as to the relations arising from the hiring between the principal and trade assistants is not affected. 2 The word bantō is generally used in the former treaty ports of Japan, and denotes what in German would be called "Handlungsbevollmächtigter.” COMMERCIAL AGENTS 3 36 A commercial agent 3 is a person who, without being an assistant, habitually acts on behalf of a particular trader as his representative or intermediary in commercial transactions belonging to the branch of business of such trader. 37 When a commercial agent has acted as representative or intermediary in a commercial transaction, he must without delay give notice thereof to the principal. 38 Without the permission of the principal, a commercial agent is not allowed to do on his own account or on that of a third person commercial transactions falling within the kind of business carried on by the principal, or to become a partner with unlimited liability of a company whose object is the same kind of busi ness. If a commercial agent acts in contravention of these provisions the provisions of Art. 32, 2 and 3 apply correspondingly. 39 When a commercial agent has been entrusted with the sale of goods, he is entitled to receive any notice relating to a defect in the goods sold or a deficiency in their quantity and to the performance of the sale. 40 When the time of duration of the contract has not been fixed by the parties, it may be terminated by either party on a two months' notice. Irrespective of whether a time of duration has been fixed or not, the contract may be terminated at any time by either party, if an unavoidable necessity exists for doing so. 41 Unless a different intention has been expressed, a commercial agent has a right of retention against all property whose possession he holds on account of the principal, for all obligations arising in his favour from his acting as representative or as intermediary in commercial transactions. 3 In the English Law the word "agent" has a much wider meaning. PARTNERSHIPS 62 Partners who are to represent the partnership are authorized to do all acts in or out of court relating to the business of the partnership. The provisions of Arts. 44, 1 and 54 of the Civil Code apply correspondingly to ordinary partnerships. STOCK 147 Certificates of shares cannot be issued before registration according to the provisions of Art. 141, 1 has been made at the place of the principal office. Certificates issued in contravention of this provision are invalid; but this does not affect the right to claim damages against the persons who have issued such certificates. 149 Unless it is otherwise provided by the company contract, a share may be assigned to another person without the assent of the company. Such assignment or a previous promise of assignment, however, cannot be made until registration according to the provisions of Art. 141, 1 is made at the place of the principal office. 150 The assignment of a name-share cannot be set up against the company or any other third person, unless the name and domicile of the assignee is entered in the list of shareholders and his name inserted in the certificate. 155 When the whole amount of the share has been paid up, a shareholder may require his certificate to be made out to bearer. DEBENTURES The assignment of a name-debenture cannot be set up against the company or against any other third person, unless the name and domicile of the assignee have been entered in the debenture list and his name inserted in the debenture. The provisions of Art. 155 apply correspondingly to debentures. CAPITAL ISSUES 217 The company must register the following particulars at the place of the principal office and of each branch office within two weeks from the day of the ending of the general meeting of shareholders convened in accordance with the provisions of Art. 213, namely: 1. The whole amount of the capital increased; 2. The date of the resolution to increase the capital; 3. The amount paid in upon each new share; 4. If preference shares have been issued, the rights of their holders. Until registration in accordance with the foregoing provisions has been made at the place of the principal office, no certificate for the new shares may be issued, and no assignment of them nor a previous promise of assignment may be made. FOREIGN COMPANIES 255 A foreign company which sets up a branch office in Japan must make the same registrations and public notifications as companies of the same kind or of the kind most resembling it, existing in Japan. In addition a foreign company which sets up a branch office in Japan must appoint a representative residing in Japan, and must register his name and domicile at the same time with the registration of the branch office. The provisions of Art. 62 apply correspondingly to a representative of a foreign company. 256 If particulars which are to be registered according to the provisions of Art. 255, 1 and 2 happen in a foreign country, the period for their registration is computed from the time when notice thereof arrives. 257 When a foreign company first sets up a branch office in Japan, other persons may disregard the existence of the company, until it has been registered at the place of such branch office. 258 A company which sets up its principal office in Japan or which makes it its principal object to carry on business in Japan, must, |