Article 22Liabilities of the Transferee Company Using the Trade Name of the Transferor Company
第二十二条(譲渡会社の商号を使用した譲受会社の責任等)
If any company to which any business is transferred (hereinafter in this Chapter referred to as "transferee company") continues to use the trade name of the transferor company, the transferee company is also liable for the performance of any obligations having arisen from the business of the transferor company.
The provisions of the preceding paragraph do not apply if the transferee company registers, at the location of its head office, without delay after it has accepted the transfer of the business, a statement to the effect that it will not be liable for the performance of the obligations of the transferor company. If the transferee company and transferor company give notice to the above effect to any third party without delay after the transfer of the business, the same applies to the third party who receives that notice.
If the transferee company is liable for the performance of the obligations of the transferor company pursuant to the provisions of paragraph (1), the liability of the transferor company is extinguished upon lapse of two years after the day of the transfer of the business to any obligee who does not demand the performance, or does not give an advance notice of the demand, within that period.
In cases provided for in paragraph (1), any performance made to the transferee company with respect to any claim arising from the business of the transferor company remains effective if the performing party has acted in good faith and without gross negligence.