Companies Act

If one or multiple stock companies or limited liability companies effect an incorporation-type company split, if the company that is incorporated in the incorporation-type company split is a stock company, the registration of a change must be completed with regard to the companies effecting the incorporation-type company split and the registration of incorporation must be completed with regard to the company that is incorporated in the incorporation-type company split, at the location of the head office, within two weeks from the days specified in the following items for the categories of cases set forth respectively in those items:

if the company effecting the incorporation-type company split is only a stock company, whichever of the following days that is the latest:

in cases other than those prescribed in Article 805, the day of the resolution at the shareholders meeting referred to in Article 804, paragraph (1);

if a resolution at a general meeting of class shareholders is required to effect the incorporation-type company split, the day of relevant resolution;

in cases other than those prescribed in Article 805, the day on which twenty days have elapsed from the day of the notice under the provisions of Article 806, paragraph (3) or the public notice relevant in paragraph (4) of that Article;

if there are share option holders who are to receive the notice under the provisions of Article 808, paragraph (3), the day on which twenty days have elapsed from the day of the notice under the provisions of that paragraph or the public notice referred to in paragraph (4) of that Article;

if the procedures under the provisions of Article 810 need to be carried out, the day on which relevant procedures are completed; or

the day decided on by the stock company effecting the incorporation-type company split (or, if two or more stock companies jointly effect the incorporation-type company split, the day decided on by an agreement between relevant two or more stock companies effecting the incorporation-type company split);

if the company effecting the incorporation-type company split is only a limited liability company, whichever of the following days that is the latest:

the day on which the consent of all members referred to in Article 813, paragraph (1) has been obtained (or, in the cases prescribed in the proviso to that paragraph, the day on which the procedures provided for in the articles of incorporation have been completed);

if the procedures under the provisions of Article 810 as applied mutatis mutandis pursuant to Article 813, paragraph (2) need to be carried out, the day on which relevant procedures were completed; or

the day decided on by the limited liability company effecting the incorporation-type company split (or, if two or more limited liability companies jointly effect the incorporation-type company split, the day decided on by an agreement between relevant two or more limited liability companies effecting the incorporation-type company split); and

if the company effecting the incorporation-type company split include both a stock company and a limited liability company, whichever of the days specified in the preceding two items that is later.

If one or multiple stock companies or limited liability companies effect an incorporation-type company split, and the company that is incorporated in the incorporation-type company split is a membership company, the registration of a change must be completed with regard to the companies effecting the incorporation-type company split and the registration of incorporation must be completed with regard to the company that is incorporated in the incorporation-type company split, at the location of the head office, within two weeks from the days specified in the following items for the categories of cases set forth respectively in those items:

if the company effecting the incorporation-type company split is only a stock company, whichever of the following days that is the latest:

in cases other than those prescribed in Article 805, the day of the resolution at the shareholders meeting set forth in Article 804, paragraph (1);

if a resolution at a general meeting of class shareholders is required to effect the incorporation-type company split, the day of relevant resolution;

in cases other than those prescribed in Article 805, the day on which twenty days have elapsed from the day of the notice under the provisions of Article 806, paragraph (3) or the public notice referred to in paragraph (4) of that Article;

if the procedures under the provisions of Article 810 need to be carried out, the day on which relevant procedures were completed; or

the day decided on by the stock company effecting the incorporation-type company split (or, if two or more stock companies jointly effect the incorporation-type company split, the day decided on by an agreement between relevant two or more stock companies effecting the incorporation-type company split);

if the company effecting the incorporation-type company split is only a limited liability company, whichever of the following days that is the latest:

the day on which the consent of all members referred to in Article 813, paragraph (1) has been obtained (or, in the cases prescribed in the proviso to that paragraph, the day on which the procedures provided for in the articles of incorporation have been completed);

if the procedures under the provisions of Article 810 as applied mutatis mutandis pursuant to Article 813, paragraph (2) need to be carried out, the day on which relevant procedures were completed; or

the day decided on by the limited liability company effecting the incorporation-type company split (or, if two or more limited liability companies jointly effect the incorporation-type company split, the day decided on by an agreement between relevant two or more limited liability companies effecting the incorporation-type company split); and

if the company effecting the incorporation-type company split include both a stock company and a limited liability company, whichever of the days specified in the preceding two items that is later.

If one or multiple stock companies effect a share transfer, the registration of incorporation must be completed with regard to the stock company that is incorporated in the share transfer, at the location of the head office, within two weeks from whichever of the following days that is the latest:

the day of the resolution at the shareholders meeting referred to in Article 804, paragraph (1);

if a resolution at a general meeting of class shareholders is required to effect the share transfer, the day of the resolution;

the day on which twenty days have elapsed from the day of the notice under the provisions of Article 806, paragraph (3) or the public notice referred to in paragraph (4) of that Article;

if there are share option holders who are to receive the notice under the provisions of Article 808, paragraph (3), the day on which twenty days have elapsed from the day of the notice under the provisions of that paragraph or the public notice referred to in paragraph (4) of that Article;

if the procedures under the provisions of Article 810 need to be carried out, the day on which relevant procedures were completed; or

the day decided on by the stock company effecting the share transfer (or, if two or more stock companies jointly effect the share transfer, the day decided on by an agreement between relevant two or more stock companies effecting the share transfer).

When a company is dissolved pursuant to the provisions of Article 471, items (i) through (iii) or Article 641, items (i) through (iv), the registration of dissolution must be completed at the location of the head office within two weeks.

When a company continues in existence pursuant to the provisions off Article 473, Article 642, paragraph (1) or Article 845, the registration of continuation must be completed at the location of the head office within two weeks.

When the person set forth in Article 478, paragraph (1), item (i) becomes a liquidator of a liquidating stock company, the following matters must be registered at the location of the head office within two weeks from the day of dissolution:

the name of the liquidator;

the name and address of the representative liquidator; and

if the liquidating stock company is a company with board of liquidators, a statement to that effect.

When the person set forth in Article 647, paragraph (1), item (i) becomes a liquidator of a liquidating membership company, the following matters must be registered at the location of the head office within two weeks from the day of dissolution:

the name and address of the liquidator;

the name of the liquidator representing the liquidating membership company (limited to cases where there is a liquidator not representing the liquidating membership company); and

if the liquidator representing the liquidating membership company is a corporation, the name and address of the person who is to perform the duties of the liquidator.

When a liquidator is appointed, the matters set forth in the items of paragraph (1) must be registered in the case of a liquidating stock company and the matters set forth in the items of the preceding paragraph must be registered in the case of a liquidating membership company, at the location of the head office, within two weeks.

The provisions of Article 915, paragraph (1) apply mutatis mutandis to the registration under the provisions of the preceding three paragraphs, and the provisions of Article 917 apply mutatis mutandis to a liquidator, representative liquidator or liquidator representing a liquidating membership company.

When liquidation is completed, the registration of the completion of liquidation must be completed at the location of the head office within two weeks from the days specified in the following items for the categories of companies set forth respectively in those items:

liquidating stock company:the day of the approval referred to in Article 507, paragraph (3);

liquidating membership company (limited to a general partnership company or a limited partnership company):the day of the approval referred to in Article 667, paragraph (1) (or, if the method of disposition of property referred to in Article 668, paragraph (1) has been prescribed, the day on which the disposition of property has been completed); and

liquidating membership company (limited to a limited liability company):the day of the approval referred to in Article 667, paragraph (1).

When a foreign company specifies its representative in Japan for the first time pursuant to the provisions of Article 817, paragraph (1), registration of the foreign company must be completed at the locations specified in the following items for the categories of cases set forth respectively in those items, within three weeks:

if no business office is established in Japan, the address of its representative in Japan (limited to those whose address is in Japan; hereinafter the same applies in this Section); or

if a business office is established in Japan, the location of relevant business office.

Upon the registration of a foreign company, the matters set forth in the items of Article 911, paragraph (3) or in the items of Articles 912 through 914 must be registered and also the following matters must be registered, in accordance with the same kind of company or the most similar kind of company in Japan:

the law governing the incorporation of the foreign company;

the name and address of its representative in Japan;

if the same kind of company or the most similar company in Japan is a stock company, the method of giving public notice under the provisions of the governing law prescribed in item (i);

in the cases prescribed in the preceding item, if the foreign company intends to take the measure prescribed in Article 819, paragraph (3), the matters prescribed by Ministry of Justice Order which are necessary for making the information contained in what is equivalent to the balance sheet provided for in paragraph (1) of that Article available to the general public;

if there are provisions with regard to the method of public notice under the provisions of Article 939, paragraph (2), the provisions;

if the provisions referred to in the preceding item provide that electronic public notice is to be the method of public notice, the following matters:

the matters prescribed by Ministry of Justice Order which are necessary for making the information to be publicly notified through electronic public notice available to the general public; and

if there are provisions under the provisions of the second sentence of Article 939, paragraph (3), the provisions; and

if there are no provisions referred to in item (v), a statement to the effect that publication in Official Gazette is to be the method of public notice pursuant to the provisions of Article 939, paragraph (4).

With regard to application of the provisions of the preceding paragraph concerning a business office established in Japan by a foreign company, relevant business office is deemed to be the branch office prescribed in Article 911, paragraph (3), item (iii), Article 912, item (iii), Article 913, item (iii) or Article 914, item (iii).

The provisions of Article 915 and Articles 918 through 929 apply mutatis mutandis to foreign companies. In these cases, the term "two weeks" in these provisions is deemed to be replaced with "three weeks" and the term "location of the head office" in those provisions is deemed to be replaced with " address of its representative in Japan (limited to those whose address is in Japan) (or, for a foreign company that has established a business office in Japan, the location of relevant business office)".

When a matter that should be registered pursuant to the provisions of the preceding paragraphs arises in a foreign country, the period for registration is counted from the day on which the notice thereof reached a representative in Japan.