If a stock company has determined the matters set forth in any item of paragraph (1) of the preceding Article, it must notify the requester for approval of transfer of these matters.
If a stock company intends to give notice pursuant to the provisions of the preceding paragraph, it must deposit the amount obtained by multiplying the amount of the net assets per share (meaning the amount prescribed by Ministry of Justice Order as the amount of net assets per share; the same applies hereinafter) by the number of the subject shares under paragraph (1), item (ii) of the preceding Article, with a depository located in the area where its head office is located, and deliver a document certifying relevant deposit to the requester for approval of transfer.
If the subject shares are the shares of a share certificate-issuing company, the requester for approval of transfer who received delivery of the document referred to in the preceding paragraph must deposit the share certificates representing the subject shares referred to in paragraph (1), item (ii) of the preceding Article with a depository located in the area where the head office of relevant share certificate-issuing company is located within one week from the day of receipt of relevant delivery. In these cases, the requester for approval of transfer must give notice of relevant deposit to relevant share certificate-issuing company without delay.
If the requester for approval of a transfer under the preceding paragraph does not effect the deposit pursuant to the provisions of that paragraph within the period under that paragraph, the share certificate-issuing company may cancel the contract for the sale and purchase of the subject shares provided for in paragraph (1), item (ii) of the preceding Article.
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(Purchase by Stock Company or Designated Purchaser)
If a stock company receives a request under Article 138, item (i), (c) or item (ii), (c), if it makes a determination to not give approval under Article 136 or Article 137, paragraph (1)…
株式会社は、第百三十八条第一号ハ又は第二号ハの請求を受けた場合において、第百三十六条又は第百三十七条第一項の承認をしない旨の決定をしたときは、当該譲渡等承認請求に係る譲渡制限株式（以下この款において「対象株式」という。）を買い取らなければならない。この場合においては、次に掲げる事項を定めなければならない。
Open this provision(Purchase by Stock Company or Designated Purchaser)
the number of the subject shares that will be purchased by the stock company (or, for a company with class shares, the classes of the subject shares and the number of shares for each class).
株式会社が買い取る対象株式の数（種類株式発行会社にあっては、対象株式の種類及び種類ごとの数）
Open this provision(Notice of Purchases by Stock Company)
If a stock company has determined the matters set forth in any item of paragraph (1) of the preceding Article, it must notify the requester for approval of transfer of these matters.
株式会社は、前条第一項各号に掲げる事項を決定したときは、譲渡等承認請求者に対し、これらの事項を通知しなければならない。
Open this provision(Notice of Purchases by Stock Company)
If a stock company intends to give notice pursuant to the provisions of the preceding paragraph, it must deposit the amount obtained by multiplying the amount of the net assets per share…
株式会社は、前項の規定による通知をしようとするときは、一株当たり純資産額（一株当たりの純資産額として法務省令で定める方法により算定される額をいう。以下同じ。）に前条第一項第二号の対象株式の数を乗じて得た額をその本店の所在地の供託所に供託し、かつ、当該供託を証する書面を譲渡等承認請求者に交付しなければならない。
Open this provision(Notice of Purchases by Stock Company)
If the subject shares are the shares of a share certificate-issuing company, the requester for approval of transfer who received delivery of the document referred to in the preceding paragraph must…
対象株式が株券発行会社の株式である場合には、前項の書面の交付を受けた譲渡等承認請求者は、当該交付を受けた日から一週間以内に、前条第一項第二号の対象株式に係る株券を当該株券発行会社の本店の所在地の供託所に供託しなければならない。
Open this provisionshare certificate-issuing company
「株券発行会社」
A stock company whose articles of incorporation provide that it issues share certificates for its shares (for a company with class shares, for shares of every class).
Defined inArticle 117, paragraph (7)
requester for approval of transfer
「譲渡等承認請求者」
The person who has asked a company to approve the acquisition by transfer of its shares with restriction on transfer.
Short name set inArticle 139, paragraph (2)· applies only in this subsection
subject shares
「対象株式」
The shares with restriction on transfer that a stock company, or a purchaser it designates, must buy when the company refuses to approve their transfer.
Short name set inArticle 140, paragraph (1)· applies only in this subsection
net assets per share
「一株当たり純資産額」
The value of a stock company's net assets (what it owns minus what it owes) for each share, worked out by the method set by Ministry of Justice Order (法務省令) — used, for example, to fix the money a company must deposit under Article 141 when it buys shares whose transfer it has refused to approve.
Defined inArticle 141, paragraph (2)
cancellation
解除
Ending a contract by one party's notice to the other, where the contract or the law gives that party a right to cancel (Civil Code, Article 540, paragraph (1)). The Civil Code lets a party cancel for the other's failure to perform: after a demand to perform within a reasonable time that is not met, unless what is still missing is minor (Article 541), or at once where performance has become wholly impossible, or the other party has clearly refused to perform, among other cases where performance clearly will not come (Article 542, paragraph (1)). On cancellation each party must put the other back in the position before the contract, and damages can still be claimed (Article 545, paragraphs (1) and (4)); a lease, though, ends only from then on (Article 620). Cancellation differs from rescission (取消し), after which the act is treated as void from the start (Article 121).
Written by AI using Civil Code, Arts. 121, 540, 541, 542, 545, 620 as a reference.
official depository
供託所
The office that holds money and securities deposited (供託) under a provision of an Act or other statute: a Legal Affairs Bureau (法務局) or District Legal Affairs Bureau (地方法務局), one of their branch bureaus, or a local office of theirs the Minister of Justice designates (Deposit Act, Article 1). Its work is done by an official of the bureau whom the bureau's head designates as a deposit officer (供託官) (Article 1-2). Under the Real Estate Brokerage Act, a real estate broker (宅地建物取引業者) must deposit its security deposit for operations (営業保証金) at the official depository nearest its principal office (Article 25, paragraph (1)), and a person who dealt with the broker in its real estate brokerage business, other than another broker, has the right to be paid a claim arising from that deal out of that deposit (Article 27, paragraph (1)). Before the contract is made, a broker must tell the other party that official depository and its address, or, if the broker is a member of a real estate guarantee association, the association and the official depository where the association lodged its own deposit (Article 35-2).
Written by AI using Deposit Act, Arts. 1, 1-2 and Real Estate Brokerage Act, Arts. 25, 27, 35-2, 64-7 as a reference.