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.
company
「会社」
Any of the four kinds of company this Act governs: a stock company (株式会社), a general partnership company (合名会社), a limited partnership company (合資会社) or a limited liability company (合同会社).
Defined inArticle 2, paragraph (1), item (i)· applies throughout the law
transferor company
「譲渡会社」
A company that has transferred its business, and which, unless the parties agree otherwise, may not carry on the same business in the same or a neighbouring municipality for twenty years.
Short name set inArticle 21, paragraph (1)· applies only in this chapter
transferee company
「譲受会社」
A company that has taken over another company's business by transfer, and which is also liable for the transferor's business debts if it keeps using the transferor's trade name.
Short name set inArticle 22, paragraph (1)· applies only in this chapter
registration
登記
Entry in a public register kept by a registry office (登記所) — a Legal Affairs Bureau or one of its branch offices — so that the matter is made public (Real Property Registration Act, Articles 1 and 6, paragraph (1)). Rights in land and buildings, such as ownership, a superficies (地上権), a statutory lien (先取特権), a mortgage and a right of lease (賃借権), can be registered under that Act (Article 3), and matters the Commercial Code, the Companies Act and other Acts require to be registered are registered under the Commercial Registration Act (Article 1). Registration also lets a right be asserted against third parties: acquiring, losing or changing a right in rem (物権) in land or a building, such as ownership, cannot be asserted against third parties until it is registered (Civil Code, Article 177), and a matter the Companies Act requires to be registered cannot be asserted against a third party who does not know of it until it has been registered, nor, even after that, against one who had a justifiable reason for not knowing of the registration (Companies Act, Article 908, paragraph (1)).
Written by AI using Real Property Registration Act, Arts. 1, 3, 6, Commercial Registration Act, Art. 1, Civil Code, Art. 177 and Companies Act, Art. 908 as a reference.