Companies Act

A stock company incorporated in the incorporation-type split succeeds to the rights and obligations of the company splitting in the incorporation-type split, in accordance with the provisions of the incorporation-type company split plan, on the day of its formation.

Notwithstanding the provisions of the preceding paragraph, if a creditor of the company splitting in the incorporation-type split who is able to state an objection pursuant to the provisions of Article 811, paragraph (1), item (ii) (including the case where it is applied mutatis mutandis pursuant to Article 813, paragraph (2); the same applies in the following paragraph) and who has not received the separate notice set forth in Article 810, paragraph (2) (excluding item (iii) and including the case where it is applied mutatis mutandis pursuant to Article 813, paragraph (2); the same applies in the following paragraph) (in the cases prescribed in Article 810, paragraph (3) (including the case where it is applied mutatis mutandis pursuant to Article 813, paragraph (2)), limited to one who is a creditor of the obligation caused by a tort; the same applies in the following paragraph), may request the company splitting in the incorporation-type split to perform the obligations to the extent of the value of property held by the company splitting in the incorporation-type split on the day of formation of the stock company incorporated in the incorporation-type split, even if that creditor is not allowed, under the incorporation-type company split plan, to request the company splitting in the incorporation-type split plan to perform the obligations after the incorporation-type company split.

Notwithstanding the provisions of paragraph (1), if a creditor of the company splitting in the incorporation-type split who is able to state an objection pursuant to the provisions of Article 810, paragraph (1), item (ii) and who has not received the separate notice set forth in paragraph (2) of that Article, may request the stock company incorporated in the incorporation-type split to perform the obligations to the extent of the value of property to which it has succeeded, even if that creditor is not allowed, under the incorporation-type company split plan, to request the stock company incorporated in the incorporation-type split to perform the obligations after the incorporation-type company split.

Notwithstanding the provisions of paragraph (1), if a company splitting in the incorporation-type split implemented the incorporation-type company split with the knowledge that it would harm creditors (hereinafter in this Article referred to as "remaining creditors") of the obligation that will not be succeeded to a stock company incorporated in the incorporation-type split, the remaining creditors may request performance of the obligation from the stock company incorporated in the incorporation-type split to the extent of the value of property to which it has succeeded.

The provisions of the preceding paragraph do not apply to cases where there are provisions on the matters set forth in paragraph (1), item (xii) of the preceding Article.

If a stock company incorporated in the incorporation-type split is liable to perform the obligation set forth in paragraph (4), the liabilities are extinguished in relation to remaining creditors who do not demand the performance or do not give advance notice of their demand within two years from when they come to know that the company splitting in the incorporation-type split implemented the incorporation-type split with the knowledge that it would harm remaining creditors, when that period elapses. The same applies when ten years elapses from the day of the formation of the stock company incorporated in the incorporation-type split.

When an order of commencement of bankruptcy proceedings, order of commencement of rehabilitation proceedings, or order of commencement of reorganization proceedings is made with regard to a company splitting in the incorporation-type split, remaining creditors may not exercise the right to make a request pursuant to the provisions of paragraph (4) from a stock company incorporated in the incorporation-type split.

In the case prescribed in paragraph (1) of the preceding Article, the company splitting in the incorporation-type split becomes a shareholder of shares set forth in item (vi) of the same paragraph, in accordance with the provisions of the incorporation-type company split plan, on the day of formation of the stock company incorporated in the incorporation-type split.

In the cases set forth in the following items, the company splitting in the incorporation-type split becomes the person specified in each of those items, in accordance with the provisions on the incorporation-type company split plan, on the day of formation of the stock company incorporated in the incorporation-type split:

if there are provisions on the matters set forth paragraph (1), item (viii), (a) of the preceding Article:the holders of bonds referred to in (a) of that item;

if there are provisions on the matters set forth paragraph (1), item (viii), (b) of the preceding Article:the holders of share options referred to in (b) of that item; or

if there are provisions on the matters set forth in paragraph (1), item (viii), (c) of the preceding Article:the holders of bonds constituting bonds with share options referred to in (c) of that item, and holders of the share options attached to those bonds.

With regard to the application of the provisions of the preceding two paragraphs if two or more stock companies or limited liability companies are to jointly effect an incorporation-type company split, the phrase "provisions of the incorporation-type company split plan" in paragraph (8) is deemed to be replaced with "provisions on the matters set forth in item (vii) of the same paragraph", and the phrase "provisions of the incorporation-type company split plan" in the preceding paragraph is deemed to be replaced with "provisions on the matters set forth in paragraph (1), item (ix) of the preceding Article".

In the case prescribed in paragraph (1), item (x) of the preceding Article, the share options in the incorporation-type split plan are extinguished and holders of the share options in the incorporation-type split plan become holders of the share options of the stock company incorporated in the incorporation-type split set forth in item (x), (b) of that paragraph, in accordance with the provisions on the matters set forth in item (xi) of that paragraph, on the day of formation of the stock company incorporated in the incorporation-type split.

If one or multiple stock companies or limited liability companies effect an incorporation-type company split, if the company incorporated in the incorporation-type split is a membership company, those companies must prescribe the following matters in the incorporation-type company split plan:

whether the company incorporated in the incorporation-type split which is a membership company (hereinafter referred to as the "membership company incorporated in the incorporation-type split" in this Part) is a general partnership company, limited partnership company, or limited liability company;

the purpose, trade name, and location of the head office of the membership company incorporated in the incorporation-type split;

the following matters concerning the members of the membership company incorporated in the incorporation-type split:

the names and addresses of the members;

whether the members are members with unlimited liability or members with limited liability; and

the value of contributions by the members;

beyond what is set forth in the preceding two items, the matters provided for in the articles of incorporation of the membership company incorporated in the incorporation-type split;

matters concerning the assets, obligations, employment agreements, and any other rights and obligations that the membership company incorporated in the incorporation-type split succeeds to by transfer from the company splitting in the incorporation-type split through the incorporation-type company split (excluding obligations related to shares and share options of the stock company splitting in the incorporation-type split);

if the membership company incorporated in the incorporation-type split is to deliver to the company splitting in the incorporation-type split bonds of the membership company incorporated in the incorporation-type split in lieu of all or part of the rights and obligations in connection with the business thereof when effecting the incorporation-type company split, the description of the classes of relevant bonds and the total amount for each class of bonds, or the method for calculating that total amount;

in the case prescribed in the preceding item, if two or more stock companies and/or limited liability companies are to jointly effect the incorporation-type company split, matters concerning allotment of bonds set forth in that item to the company splitting in the incorporation-type split; and

if the stock company splitting in the incorporation-type split conducts any one of the following acts on the day of formation of the membership company incorporated in the incorporation-type split, a statement to that effect:

acquisition of shares under the provisions of Article 171, paragraph (1) (limited to the case where the consideration for acquisition prescribed in item (i) of that paragraph is only shares of the membership company incorporated in the incorporation-type split (including shares prescribed by Ministry of Justice Order as those equivalent thereto; the same applies in (b))); or

payment of dividends of surplus (limited to the case where the dividend property is only shares of the membership company incorporated in the incorporation-type split).

If the membership company incorporated in the incorporation-type split is a general partnership company, it must provide that all of the members are members with unlimited liability in prescribing the matter set forth in item (iii), (b) of the preceding paragraph.

If the membership company incorporated in the incorporation-type split is a limited partnership company, it must provide that some of the members are members with unlimited liability and other members are members with limited liability in prescribing the matter set forth in paragraph (1), item (iii), (b).

If the membership company incorporated in the incorporation-type split is a limited liability company, it must provide that all of the members are members with limited liability in prescribing the matter set forth in paragraph (1), item (iii), (b).

A membership company incorporated in the incorporation-type split succeeds to the rights and obligations of the company splitting in the incorporation-type split, in accordance with the provisions of the incorporation-type company split plan, on the day of its formation.

Notwithstanding the provisions of the preceding paragraph, if a creditor of the company splitting in the incorporation-type split who is able to state an objection pursuant to the provisions of Article 810, paragraph (1), item (ii) (including the case where it is applied mutatis mutandis pursuant to Article 813, paragraph (2); the same applies in the following paragraph) and who has not received the separate notice set forth in Article 810, paragraph (2) (excluding item (iii) and including the case where it is applied mutatis mutandis pursuant to Article 813, paragraph (2); the same applies in the following paragraph) (in the cases prescribed in Article 810, paragraph (3) (including the case where it is applied mutatis mutandis pursuant to Article 813, paragraph (2)), limited to one who is a creditor of the obligation caused by a tort; the same applies in the following paragraph), may request the company splitting in the incorporation-type split to perform the obligations to the extent of the value of property held by the company splitting in the incorporation-type split on the day of formation of the membership company incorporated in the incorporation-type split, even if the creditor is not allowed, under the incorporation-type company split plan, to request the company splitting in the incorporation-type split to perform the obligations after the incorporation-type company split.

Notwithstanding the provisions of paragraph (1), if a creditor of the company splitting in the incorporation-type split who is able to state an objection pursuant to the provisions of Article 810, paragraph (1), item (ii) and who has not received the separate notice set forth in paragraph (2) of that Article, may request the membership company incorporated in the incorporation-type split to perform the obligations to the extent of the value of property to which it has succeeded, even if the creditor is not allowed, under the incorporation-type company split plan, to request the membership company incorporated in the incorporation-type split to perform the obligations after the incorporation-type company split.

Notwithstanding the provisions of paragraph (1), if a company splitting in the incorporation-type split implemented the incorporation-type company split with the knowledge that it would harm creditors (hereinafter in this Article referred to as "remaining creditors") of the obligation that will not be succeeded to a membership company incorporated in the incorporation-type split, the remaining creditors may request performance of the obligation from the membership company incorporated in the incorporation-type split to the extent of the value of property to which it has succeeded.

The provisions of the preceding paragraph do not apply to cases where there are provisions on the matters set forth in paragraph (1), item (xiii) of the preceding Article.

If a membership company incorporated in the incorporation-type split is liable to perform the obligation set forth in paragraph (4), the liabilities are extinguished in relation to remaining creditors who do not demand the performance or do not give an advance notice of their demand within two years from when they come to know that the company splitting in the incorporation-type split implemented the incorporation-type company split with the knowledge that it would harm remaining creditors, when that period elapses. The same applies to when ten years elapses from the day of formation of the stock company incorporated in the incorporation-type split is incorporated.

When an order of commencement of bankruptcy proceedings, order of commencement of rehabilitation proceedings, or order of commencement of reorganization proceedings is made with regard to a company splitting in the incorporation-type split, remaining creditors may not exercise the right to make a request pursuant to the provisions of paragraph (4) from a membership company incorporated in the incorporation-type split.

In the case prescribed in paragraph (1) of the preceding Article, the company splitting in the incorporation-type split becomes a member of the membership company incorporated in the incorporation-type split, in accordance with the provisions on the matter set forth in item (iii) of that paragraph, on the day of formation of the membership company incorporated in the incorporation-type split.

If there are provisions on the matter set forth in paragraph (1), item (vi) of the preceding Article, a company splitting in the incorporation-type split, in accordance with the provisions of the incorporation-type company split plan, becomes a holder of bonds referred to in that item on the day of formation of the membership company incorporated in the incorporation-type split.

With regard to the application of the provisions of the preceding paragraph if two or more stock companies or limited liability companies are to jointly effect an incorporation-type company split, the phrase "in accordance with the provisions of the incorporation-type company split plan, become a holder of bonds referred to in that item" in that paragraph is deemed to be replaced with "in accordance with the provisions on the matter set forth in item (vii) of that paragraph, become holders of bonds referred to in item (vi) of that paragraph".