Abstract: One of the most important contributions of the Meiji Restoration is that,through institutional innovations conductive to technology import, it initiated the Japanese Industrial Revolution, promoted the process of industrialization, and laid the foundation for the advancement of industrialization.Among them is the complication of the Japanese Commerce Code through the transplantation of the Western mode by the Meiji government. Under the influence of familism, Meiji legislators adapted Western company law in favor of the wealthy family community, adjusting the relevant terms of general partnership company, limited partnership company and stock companies. The regulations on the corporate governance structure are in line with the xenophobic claims of property ownership by the major shareholder, the “Zaibatsu family”, and provide legal protection for strengthening the Zaibatsu familys control of the family business. The form of organization of general partnership company, limited partnership company and stock companies under the organic combination in Zaibatsu structure has realized the requirements of the limited ownership and liability of the Zaibatsu families. Under the guidance, protection and support of the Commercial Law, the formation and gigantism of Zaibatsu has made up for the two major shortfalls of Japan as a latecomer country initiating industrialization—the lack of primitive accumulation of capital and the lack of industrial systematization. The Japanese Zaibatsu can be considered as the institutional substitution for the shortage factors in the process of Japans industrialization. Although the Zaibatsu system could lower the cost of Japanese industrialization, the social cost of it could not be ignored.

Key words: industrialization, latecomer obstacles, the Commercial Law, transplant, the organizational structure of Zaibatsu enterprises