Provision of Information under the Trust Act
Masao Yanaga（University of Tsukuba）

A settlor, beneficiaries and other interested parties are theinformation users in the trust. On the other hand, the trustee is theinformation supplier. There are three important purposes of providing
information: to provide information that is the premise of the decisionmaking and behavior of beneficiaries, etc.; to make the trustee explain
beneficiaries how he/she has carried out the functions that have been
entrusted, and report the whole story; and to give an incentive to thetrustee to take appropriate actions. The information rights of abeneficiary provided in the current Trust Act, the operator’s obligation
to provide information to a silent partner in the silent partnership in
the meaning of the Commercial Code, and the members’ right toinformation in a joint stock company or a membership company, alimited liability company, in particular, will be examined below.
Firstly, a beneficiary may inspect or copy books and otherdocuments or electromagnetic records relating to the trust property,
contract documents relating to the disposition of property belonging to
the trust property or any other documents or electromagnetic records
concerning the trust administration unless he/she has given a consent,
which may not been revoked, to restriction on the scope of information
subject to inspection in the terms of the trust.
Secondly, a beneficiary may request that a trustee to report on
the processing status of trust administration as well as the status of aproperty that belongs to the trust property and the obligation coveredby the trust property.
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信託法研究第39号（2014）

Thirdly, a beneficiary may file a petition for the election of aninspector with the court while a shareholder of a joint stock company
may do so only in cases where he/she has not less than a prescribed
portion of the votes of all shareholders or of the Issued Shares. Inaddition, beneficiaries other than he/she who has filed have a right toaccess to the report of the inspector while shareholders other than he/
she who has filed don’t.
The Commercial Code stipulates that a silent partner may,at the end of the business year, during the business hours of thebusiness operator, make a request for the inspection or copying ofsuch document or inspect the status of the business and property ofthe business operator. It is not, however, clear that this provision ismandatory. If not, we come to a question why pretty strong rightto information is available for beneficiaries while a silent partner
in a sleeping partnership has less and weak right for information.
One of the explanation for it might be a beneficiary in a trust is notnecessarily one who behave for profits while a silent partner is. This
alone would not be a sufficient explanation.
The Companies Act has no explicit provisions on the members’right to inspect or copy accounting books and other documents withregard to membership companies, including limited liability companies.
On the other hand, each member may investigate the status of thebusiness and assets of the limited liability company even if he/she does
not have the rights to execute the business of the company in cases
where members who execute the business are provided for in thearticles of incorporation. This right might be foreclosed by a provision
to the contrary in the articles of incorporation, which may not provide
to the effect of restricting the carrying out of investigations bypartners provided for in that paragraph at the end of the business year
or if there are significant grounds to do so. Compared to beneficiaries― 164 ―

who may request to report and have access to such trust books, etc. at
any time, or can be, it may well be said that the information right of amember who is not a managing member of a limited liability company
is limited. The reason for this may be that a beneficiary sometimes
had no influence over the contents of the terms of the trust. Further, it
might not be easy for a beneficiary to change the trustee.

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