If a stock company reduces the amount of its stated capital or reserves (hereinafter in this Article referred to as "stated capitals, etc.") (excluding cases where the whole of the amount by which the reserves are reduced is appropriated to the stated capital), creditors of relevant stock company may state their objections to the reduction in the amount of the capitals, etc.; provided, however, that this does not apply to cases where only the amount of the reserves is reduced and all of the following apply:
株式会社が資本金又は準備金（以下この条において「資本金等」という。）の額を減少する場合（減少する準備金の額の全部を資本金とする場合を除く。）には、当該株式会社の債権者は、当該株式会社に対し、資本金等の額の減少について異議を述べることができる。ただし、準備金の額のみを減少する場合であって、次のいずれにも該当するときは、この限りでない。
that matters set forth in each item of paragraph (1) of the preceding Article are decided at the annual shareholders meeting; and
定時株主総会において前条第一項各号に掲げる事項を定めること。
that the amount referred to in paragraph (1), item (i) of the preceding Article does not exceed the amount calculated in a manner prescribed by Ministry of Justice Order as the amount of the deficit as at the day of the annual shareholders meeting referred to in the preceding item (or, in cases provided for in the first sentence of Article 439, the day when the approval under Article 436, paragraph (3) is given).
前条第一項第一号の額が前号の定時株主総会の日（第四百三十九条前段に規定する場合にあっては、第四百三十六条第三項の承認があった日）における欠損の額として法務省令で定める方法により算定される額を超えないこと。
If creditors of a stock company may state their objections pursuant to the provisions of the preceding paragraph, relevant stock company must give public notice of the matters set forth below in the Official Gazette and must give notices inviting objections separately to each known creditor, if any; provided, however, that the period under item (iii) may not be less than one month:
the details of relevant reduction in the amount of capitals, etc.;
当該資本金等の額の減少の内容
the matters prescribed by Ministry of Justice Order as the matters regarding the financial statements of relevant stock company; and
当該株式会社の計算書類に関する事項として法務省令で定めるもの
a statement to the effect that creditors may state their objections within a certain period of time.
債権者が一定の期間内に異議を述べることができる旨
Notwithstanding the provisions of the preceding paragraph, if a stock company gives public notice under that paragraph by means of public notice set forth in Article 939, paragraph (1), item (ii) or (iii) in accordance with the provisions of the articles of incorporation pursuant to the provisions of that paragraph in addition to the Official Gazette, the stock company is not required to give separate notices under the provisions of the preceding paragraph.
If creditors do not raise any objections within the period under paragraph (2), item (iii), relevant creditors are deemed to have approved relevant reduction in the amount of the capitals, etc.
If creditors raise objections within the period under paragraph (2), item (iii), the stock company must make payment or provide equivalent security to relevant creditors, or entrust equivalent property to a trust company, etc. (meaning trust companies and financial institutions that engage in trust business (meaning financial institutions approved under Article 1, paragraph (1) of the Act on the Concurrent Undertaking of Trust Business by Financial Institutions (Act No. 43 of 1943)); the same applies hereinafter) for the purpose of making relevant creditors receive the payment; provided, however, that this does not apply if there is no risk of harm to relevant creditors by relevant reduction in the amount of capitals, etc.
The actions set forth in the following items take effect on the day provided for in each relevant item; provided, however, that this does not apply if the procedures pursuant to the provisions of paragraph (2) through the preceding paragraph have not been completed:
次の各号に掲げるものは、当該各号に定める日にその効力を生ずる。ただし、第二項から前項までの規定による手続が終了していないときは、この限りでない。
reduction in the amount of stated capital:the day under Article 447, paragraph (1), item (iii); and
資本金の額の減少 第四百四十七条第一項第三号の日
reduction in the amount of the reserves:the day under paragraph (1), item (iii) of the preceding Article.
A stock company may change the day provided for in each item of the preceding paragraph at any time before relevant day.
株式会社は、前項各号に定める日前は、いつでも当該日を変更することができる。
Read this with the articles around it
means of giving public notice
「公告方法」
The way a company, including a foreign company, gives those public notices that no law requires to be published in the Official Gazette, such as in a daily newspaper or by electronic public notice.
Defined inArticle 2, paragraph (1), item (xxxiii)· applies throughout the law
trust companymachine translation
「信託会社」
A trust company as defined in Article 2, paragraph (2) of the Trust Business Act (Act No. 154 of 2004), one of the institutions at which money for shares may be paid in.
Defined inArticle 34, paragraph (2)
financial statements
「計算書類」
The financial statements a stock company must prepare for each business year: the balance sheet, the profit and loss statement and the other statements a Ministry of Justice Order (法務省令) sets as needed to show its assets and its profit and loss.
Defined inArticle 435, paragraph (2)· applies only in this chapter
reserves
「準備金」
Capital reserves and retained earnings reserves taken together: amounts a stock company keeps on its books apart from its capital, including the one tenth of each dividend of surplus it must set aside when it pays one.
Short name set inArticle 445, paragraph (4)
stated capitals, etc.
「資本金等」
A stock company's stated capital or reserves, a reduction of which its creditors may generally object to.
Short name set inArticle 449, paragraph (1)· applies only in this article
trust company, etc.machine translation
「信託会社等」
Trust companies, and banks and other financial institutions that the Prime Minister has authorized under Article 1, paragraph (1) of the Act on Engagement in Trust Business by Financial Institutions to carry on trust business — for example, those with which a company places property in trust for a creditor who objects to a reduction of its stated capital (Article 449).
Defined inArticle 449, paragraph (5)
articles of incorporation
定款
A company's own basic rules, written by its founders when it is formed: at least its purpose, its trade name, where its head office is, the value of the property contributed at incorporation and who the founders are (Companies Act, Article 27). A stock company's must be certified by a notary before it takes effect (Article 30, paragraph (1)), and can later be changed by a resolution of the shareholders meeting (Article 466). Many rules in the Act apply "unless the articles of incorporation provide otherwise", so a company's articles decide a great deal of how the Act applies to it.
Written by AI using Companies Act, Arts. 26, 27, 30, 466, 575 as a reference.
shareholders meeting
株主総会
The meeting of a stock company's shareholders, and the body through which they decide the company's basic matters. It elects the directors and company auditors (Companies Act, Article 329, paragraph (1)) and changes the articles of incorporation (Article 466). In a company without a board of directors it may decide any matter about the company; in one with a board, only what the Act or the articles of incorporation leave to it (Article 295). An annual shareholders meeting must be called after the end of every business year, and another may be called whenever needed (Article 296). A resolution normally passes by a majority of the votes present, with holders of a majority of the votes entitled to vote attending (Article 309, paragraph (1)).
Written by AI using Companies Act, Arts. 295, 296, 309, 329, 466 as a reference.