Companies Act

A membership company may admit a new member.

Admission of members of a membership company takes effect when a change relating to relevant member is effected in the articles of incorporation.

Notwithstanding the provisions of the preceding paragraph, if a limited liability company admits a new member, if the person who intends to become the new member has not performed all or a part of the payment or delivery relating to the contribution at the time of the change in the articles of incorporation in that paragraph, the person becomes a member of the limited liability company when relevant payment or delivery has been completed.

A member that is admitted after the incorporation of a membership company is also liable for the performance of obligations of the membership company that arose before the admission.

If the duration of a membership company is not provided by the articles of incorporation, or the articles of incorporation provide that the membership company continues to exist for the life of a particular member, each member may withdraw at the end of the business year. In these cases, each member must give advance notice of withdrawal to the membership company more than six months in advance.

The provisions of the preceding paragraph do not preclude the membership company from provisions to the contrary in the articles of incorporation.

Notwithstanding the provisions of the preceding two paragraphs, if there are any unavoidable grounds, any member may withdraw at any time.

Beyond the cases provided for in the preceding Article, Article 609, paragraph (1), Article 642, paragraph (2) and Article 845, members withdraw on the grounds set forth below:

grounds provided for in the articles of incorporation having arisen;

the consent of all members;

death;

merger (but only if the member that is a corporation disappears in the merger);

a ruling to commence bankruptcy procedures;

dissolution (excluding that resulting from the grounds set forth in the preceding two items);

being subject to a decision for commencement of guardianship; or

removal.

A membership company can provide to the effect that no member withdraws due to some or all of the grounds set forth in items (v) through (vii) of the preceding paragraph.

A membership company may provide in its articles of incorporation that if one of its members dies or disappears as a result of a merger, the heirs or other general successors of relevant member may succeed to the equity interest of relevant member.

Notwithstanding the provisions of Article 604, paragraph (2), if the provisions in the preceding paragraph are prescribed in the articles of incorporation, a general successor in that paragraph (limited to general successors that are not a member) becomes a member holding equity interest in that paragraph at the time when the general successor succeeds to relevant equity interest.

If there are provisions in paragraph (1) referred to in the articles of incorporation, the membership company is deemed to have effected the change in the articles of incorporation relating to the general successor in that paragraph when relevant general successor has succeeded to the equity interest under that paragraph.

If there are two or more general successors (limited to general successors that have succeeded to a partnership interest by inheritance and have not performed all or part of the payment in or delivery relating to the partnership contribution) in paragraph (1), each general successor is jointly and severally liable for the performance of relevant payment in or delivery relating to the contribution.

If there are two or more general successors (limited to those who have succeeded to equity interest by inheritance) under paragraph (1), each general successor may not exercise the rights with respect to the interest which the general successor has succeeded to unless the general successor designates one person who exercises the rights with respect to relevant equity interest; provided, however, that this does not apply if the membership company gives its consent to the exercise of relevant rights.

A creditor that has attached the equity interest of a member may force relevant member to withdraw at the end of the business year. In these cases, relevant creditor must give advance notice thereof to the membership company and relevant member more than 6 months in advance.

The advance notice under the second sentence of the preceding paragraph becomes ineffective if the member in that paragraph performs the 'ember's obligations to the creditor in that paragraph or has provided appropriate security.

A creditor who gives the advance notice under the second sentence of paragraph (1) may petition the court for the disposition necessary to preserve the rights to claim the refund of the equity interest.

If a member withdraws pursuant to the provisions of Article 606, Article 607, paragraph (1), paragraph (1) of the preceding Article or Article 642, paragraph (2) (including the cases where a member is deemed to have withdrawn under the provisions of Article 845), a membership company is deemed to have effected a change in the articles of incorporation to abolish the provisions of the articles of incorporation relating to relevant member.

A member that has withdrawn may receive the refund of the member's equity interest; provided, however, that this does not apply if a general successor of relevant member becomes a member under the provisions of Article 608, paragraph (1) and paragraph (2).

Accounting as between a member that has withdrawn and the membership company must be effected in accordance with the status of the assets of the membership company as at the time of the withdrawal.

The equity interest of a withdrawn member may be refunded in monies regardless of the kind of the withdrawn 'ember's contribution.

With respect to matters not completed yet as at the time of the withdrawal, accounting may be effected after the completion of the same.

For the purpose of the application of the provisions of paragraph (2) and the preceding paragraph if a member withdraws due to removal, the phrase "the time of the withdrawal" in those provisions is deemed to be replaced with "the time of the filing of an action seeking removal".

In the cases provided for in the preceding paragraph, the membership company must also pay interest at the statutory interest rate from and including the day of the time of the filing of an action seeking removal.

Attachment on the equity interest of a member is also effective to the rights seeking the refund of the equity interest.

A member that has withdrawn is liable for the obligations of the membership company that arose before the registration of the withdrawal to the extent of the member's pre-existing liability.

The liability under the preceding paragraph is extinguished when two years have elapsed from the day of the registration under the preceding paragraph in relation to the creditors of the membership company who do not state their claims, or do not give an advance notice of their claims within two years from the day of relevant registration.

If a membership company uses the family name or first and family names, or the corporate name, of a member in its trade name, relevant member that has withdrawn may demand that relevant membership company discontinue the use of their family name or first name and family names, or corporate name.