even though it is formed in a foreign country, comply with the same provisions as a company formed in Japan.

259

The provisions of Arts. 147, 149, 150, 155, 1, 206, 207 and 217, 2 apply correspondingly to the issue of shares and to the assignment of shares or debentures of a foreign company in Japan. In that case such branch office as is first set up in Japan is deemed to be the principal office.

260

When a representative of a foreign company which has set up a branch office in Japan commits as to the affairs of such company an act contrary to the public welfare or to good morals, the court may upon application of the public procurator or of its own motion order such branch office to be closed.

EXTRACT FROM A LEGAL OPINION BY A FOREIGN ATTORNEY

IN JAPAN

A foreign corporation establishing a branch here must pay the same taxes as a Japanese corporation-that is, a business tax and an income tax on the profits. Such taxes are only on the business done in Japan and the profits earned here. There are no taxes on the capital of the corporation and the business done elsewhere. The corporation can, of course, sue and be sued in its own name, and enter into contracts in its own name, and has practically the same powers as a domestic corporation. The registration of a branch is comparatively simple, except in the case of banking and insurance companies, when it is extremely difficult.

As to the advisability of incorporation under the laws of Japan, from what has been said it will be seen that a domestic corporation does have some advantages which a foreign corporation does not, but in respect to the ownership of ships, even a Japanese corporation the majority of shareholders of which are foreigners, cannot own ships registered under Japanese law. In the matter of taxation they stand on an equal footing, except that, of course, a foreign corporation paying the tax in Japan might also find that it had to pay a tax on these profits in the country where it was incorporated, thus being subject to a double taxation. If it was incorporated under the laws of Japan, this might be avoided. There is one practical disadvantage of the Japanese corporation composed of foreigners, and that is that while it is legally a Japanese juridical person and must look to Japan for the protection of its interests abroad, say, for instance, in Russia, and while

this protection will be given, it will not be given with the same enthusiasm as in the case where the shareholders are Japanese. In other words, such a corporation is similar to a half-caste and is regarded in very much the same way.

The necessary documents to be supplied by any corporation desiring to register a branch in Japan are as follows:-(1) Certified copy of the certificate of incorporation; (2) certified copy of the resolution of the board of directors authorising the establishment of a branch and the appointment of a representative; (3) affidavit containing certain information; (4) power of attorney authorizing registration; (5) general power of attorney conferring powers on the representative.

All these papers must bear the certificate of the Japanese Consulate to the effect that the notary or other official before whom the acknowledgment is made is a properly authorised notary.

APPENDIX IX

THE INDIAN MERCHANDISE MARKS MANUAL

INTRODUCTORY NOTE

The manual is in the following parts:

I. Extracts from the Indian Merchandise Marks Act, and connected Acts.

II. Notifications under the same.

III. General Instructions.

In the Instructions the following classification of goods is adopted:

A. Goods having applied to them counterfeit trade marks or other indications that they are the manufacture or merchandise of a person whose manufacture or merchandise they are not.

B. Goods having applied to them false trade descriptions or other indications in respect of the country in which they were made or produced.

C. Goods having applied to them false trade descriptions that are false in other respects.

D. Piece-goods which have not the length properly stamped on each piece.

Class B is further subdivided into: (a) Goods made or produced in a foreign country, that is, beyond

the limits of the United Kingdom and British India, and bearing or purporting to bear the name or trade mark of any person who is a manufacturer, dealer or trader in British India or the United Kingdom.

(b) Goods made or produced beyond the limits of the United Kingdom or British India, to which is applied a false trade description or indication (other than the name or trade mark of a manufacturer, dealer or trader in the United Kingdom or British India) indicating that they were made or produced in the United Kingdom or British India.

(c) Goods made or produced in one foreign country but bearing a false trade description indicating that they were made or produced in another.

PART I.-PRINCIPAL PROVISIONS OF THE INDIAN MERCHANDISE MARKS ACT, 1889, AND CONNECTED ACTS RELATING TO MERCHANDISE MARKS.

Sea Customs Act, 1878, section 18.-No goods specified in the following clauses shall be brought, whether by land or sea, into British India:

(d) Goods having applied thereto a counterfeit trade mark within the meaning of the Indian Penal Code, or a false trade description within the meaning of the Indian Merchandise Marks Act, 1889.

(e) Goods made or produced beyond the limits of the United Kingdom and British India, and having applied thereto any name or trade mark being, or purporting to be, the name or trade mark of any person who is a manufacturer, dealer or trader in the United Kingdom or in British India, unless

(1) the name or trade mark is, as to every application thereof,

accompanied by a definite indication of the goods having been made or produced in a place beyond the limits of the United Kingdom and British India, and

(2) the country in which that place is situated is in that indica

tion indicated in letters as large and conspicuous as any letter in the name or trade mark, and in the same language and character as the name or trade mark.

(f) Piece-goods, such as are ordinarily sold by length or by the piece, which

(1) have not conspicuously stamped in English numerals on

each piece the length thereof in standard yards, or in standard yards and a fraction of such yard, according to the real length of the piece, and

(2) have been manufactured beyond the limits of India, or (3) having been manufactured within those limits, have been

manufactured beyond the limits of British India in premises which, if they were in British India, would be a factory as defined in the Indian Factories Act, 1881.

Note. For definition of piece-goods, see Part II.

Indian Merchandise Marks Act, 1889, section 2 (1).-Trade Mark has the meaning assigned to that expression in section 478 of the Indian Penal Code as amended by this Act.

Indian Penal Cole, section 478.-A mark used for denoting that goods are the manufacture or merchandise of a particular person is called a trade mark, and for the purposes of this Code the expression "trade mark" includes any trade mark which is registered in the register of trade marks kept under the Patents, Designs and Trade Marks Act, 1883, and any trade mark which, either with or without registration, is protected by law in any British possession or foreign State to which the provisions of the one hundred and third section of the Patents, Designs and Trade Marks Act, 1883, are, under Order in Council, for the time being applicable.

Indian Penal Code, section 28.-A person is said to "counterfeit" who causes one thing to resemble another thing intending by means of that resemblance to practise deception, or knowing it to be likely that deception will thereby be practised.

Explanation 1.-It is not essential to counterfeiting that the imitation should be exact.

Explanation 2.-When a person causes one thing to resemble another, and the resemblance is such that a person might be deceived thereby, it shall be presumed until the contrary is proved, that the person so causing the one thing to resemble the other thing intended by means of that resemblance to practise deception or knew it to be likely that deception would thereby be practised.

Indian Merchandise Marks Act, 1889, section 2 (2).-"Trade description" means any description, statement or other indication, direct or indirect,

(a) as to the number, quantity, measure, gauge or weight of any goods, or

(b) as to the place or country in which, or the time at which, any goods were made or produced, or

(c) as to the mode of manufacturing or producing any goods, or

(d) as to the material of which any goods are composed, or (e) as to any goods being the subject of any existing patent, privilege, or copyright;

and the use of any numeral, word or mark which according to the custom of the trade is commonly taken to be an indication of any of the above matters shall be deemed to be a trade description within the meaning of this Act.

(3) "False trade description" means a trade description which is untrue in a material respect as regards the goods to which it