Liquidators (excluding those appointed by the court pursuant to the provisions of paragraphs (2) through (4) of the preceding Article) may be dismissed at any time by a resolution at a shareholders meeting.
清算人（前条第二項から第四項までの規定により裁判所が選任したものを除く。）は、いつでも、株主総会の決議によって解任することができる。
If there are substantial grounds, the court may dismiss a liquidator in response to the petition by the following shareholders:
重要な事由があるときは、裁判所は、次に掲げる株主の申立てにより、清算人を解任することができる。
shareholders (excluding the following shareholders) who have held, for the consecutive period of past six months or more (or, if a shorter period is provided for in the articles of incorporation, that period), not less than three hundredths of the voting rights of all shareholders (excluding the following shareholders) (or, if a lower proportion is provided for in the articles of incorporation, the proportion):
総株主（次に掲げる株主を除く。）の議決権の百分の三（これを下回る割合を定款で定めた場合にあっては、その割合）以上の議決権を六箇月（これを下回る期間を定款で定めた場合にあっては、その期間）前から引き続き有する株主（次に掲げる株主を除く。）
shareholders who cannot exercise voting rights on proposals to the effect that liquidators be dismissed; or
清算人を解任する旨の議案について議決権を行使することができない株主
shareholders that are the liquidators related to relevant petition;
当該申立てに係る清算人である株主
shareholders (excluding the following shareholders) who have held, for the consecutive period of six months or more (or, if a shorter period is provided for in the articles of incorporation, that period), not less than three hundredths of the issued shares (excluding the shares held by the following shareholders) (or, if a lower proportion is provided for in the articles of incorporation, the proportion):
発行済株式（次に掲げる株主の有する株式を除く。）の百分の三（これを下回る割合を定款で定めた場合にあっては、その割合）以上の数の株式を六箇月（これを下回る期間を定款で定めた場合にあっては、その期間）前から引き続き有する株主（次に掲げる株主を除く。）
a shareholder who is the relevant liquidating stock company; or
当該清算株式会社である株主
shareholders that are the liquidators relating to relevant petition.
当該申立てに係る清算人である株主
For the purpose of the application of the provisions of the items of the preceding paragraph to liquidating stock companies that are not public companies, the phrase "have held, for the consecutive period of past six months or more (or, if a shorter period is provided for in the articles of incorporation, the period)", in those provisions is deemed to be replaced with "hold".
The provisions of Article 346, paragraphs (1) through (3) apply mutatis mutandis to liquidators.
第三百四十六条第一項から第三項までの規定は、清算人について準用する。
Read this with the articles around it
public company
「公開会社」
A stock company whose articles of incorporation do not require the company's approval for transfers of at least some of its shares; it need not be listed on a stock exchange.
Defined inArticle 2, paragraph (1), item (v)· applies throughout the law
issued shares
「発行済株式」
The shares a stock company has issued.
Defined inArticle 2, paragraph (1), item (xxxi)
liquidating stock companies
「清算株式会社」
A stock company that is being wound up, which is treated as still existing for the purposes of the liquidation until the liquidation is completed.
Short name set inArticle 476, paragraph (1)
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.