In the cases provided for in paragraph (1) of the preceding Article, shareholders without knowledge with respect to the fact that the total book value of the monies, etc. delivered to shareholders as a result of the acts set forth in each item of Article 461, paragraph (1) exceeds the distributable amount as at the day when relevant act takes effect are not obligated to respond to the remedy that the executives who made the payment of monies under paragraph (1) of the preceding Article or the persons specified in each of those items of that paragraph have against relevant shareholders, with respect to the monies, etc. which relevant shareholders received.
In the cases provided for in paragraph (1) of the preceding Article, creditors of a stock company may have the shareholders who are liable pursuant to the provisions of that paragraph pay monies equivalent to the book value of the monies, etc. they have received (or, if relevant value exceeds the amount that the stock company owes to relevant creditors, the amount).
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monies, etc.machine translation
「金銭等」
Money and any other property.
Defined inArticle 151, paragraph (1)
distributable amount
「分配可能額」
The most a stock company may pay out to its shareholders in dividends or by buying back its own shares, worked out under Article 461, paragraph (2) from its surplus less the amounts listed there.
Defined inArticle 461, paragraph (2)
executives
「業務執行者」
An executive director (or, in a company with nominating committee, etc., an executive officer), or another person named by Ministry of Justice Order (法務省令) as involved in that director's work, who handled a payout to shareholders made beyond the distributable amount and is liable to repay it.
Defined inArticle 462, paragraph (1)· applies only in this section