Pledging shares may not be perfected against the stock company and other third parties unless the names and addresses of the pledgees are stated or recorded in the shareholder register.
株式の質入れは、その質権者の氏名又は名称及び住所を株主名簿に記載し、又は記録しなければ、株式会社その他の第三者に対抗することができない。
Notwithstanding the provisions of the preceding paragraph, a pledgee of shares in a share certificate-issuing company may not assert the pledge against the stock company and other third parties unless the pledgee is in continuous possession of the share certificates representing those shares.
The provisions of Article 364 of the Civil Code do not apply to shares.
民法第三百六十四条の規定は、株式については、適用しない。
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share 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)
assert against
対抗
To be able to rely on a right, or on a fact about it, against someone who is not a party to it. Acquiring, losing or changing a right in rem (物権) in land or a building cannot be asserted against third parties until it is registered (登記) (Civil Code, Article 177), and a registered lease of land or a building can be asserted against a person who acquires a right in rem in it, such as a buyer, and against other third parties (Article 605). The Act on Land and Building Leases lets a tenant do without registering the lease itself: a right to use land for a building (借地権) can be asserted against third parties once the tenant owns a registered building on the land (Article 10, paragraph (1)), and a building lease takes effect against anyone who later acquires a right in rem in the building, such as a new owner, once the building has been handed over (Article 31). Some rules protect only a third party who did not know: a rescission for fraud cannot be asserted against a third party who did not know of the fraud and was not careless in not knowing (善意でかつ過失がない) (Civil Code, Article 96, paragraph (3)).
Written by AI using Civil Code, Arts. 96, 177, 605 and Act on Land and Building Leases, Arts. 10, 31 as a reference.