If the administration of a liquidation has concluded, the liquidating stock company must prepare the settlement of accounts pursuant to the provisions of Ministry of Justice Order without delay.
清算株式会社は、清算事務が終了したときは、遅滞なく、法務省令で定めるところにより、決算報告を作成しなければならない。
At a company with board of liquidators, the settlement of accounts must be approved by the board of liquidators.
清算人会設置会社においては、決算報告は、清算人会の承認を受けなければならない。
Liquidators must submit or provide the settlement of accounts (or, if the provisions of the preceding paragraph apply, the settlement of accounts approved under that paragraph) to the shareholders meeting and obtain the approval of the same.
If the approval is given under the preceding paragraph, an exemption is deemed to have been given for the liquidators' liability for failure to perform their duties; provided, however, that this does not apply if there has been misconduct regarding the execution of the liquidators' duties.
前項の承認があったときは、任務を怠ったことによる清算人の損害賠償の責任は、免除されたものとみなす。ただし、清算人の職務の執行に関し不正の行為があったときは、この限りでない。
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At a company with board of liquidators, the settlement of accounts must be approved by the board of liquidators.
清算人会設置会社においては、決算報告は、清算人会の承認を受けなければならない。
Open this provisionLiquidators must submit or provide the settlement of accounts (or, if the provisions of the preceding paragraph apply, the settlement of accounts approved under that paragraph) to the shareholders…
清算人は、決算報告(前項の規定の適用がある場合にあっては、同項の承認を受けたもの)を株主総会に提出し、又は提供し、その承認を受けなければならない。
Open this provisionliquidating 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)
company with board of liquidatorsmachine translation
「清算人会設置会社」
A liquidating stock company that has a board of liquidators, or that this Act requires to have one.
Defined inArticle 478, paragraph (8)
damages
損害賠償
Compensation for loss one person has caused another. A debtor who does not perform an obligation as it should be performed, or cannot perform it, must compensate the creditor for the loss that results, unless the failure comes from a cause the debtor is not responsible for, judged by the contract or other source of the obligation and by accepted views in dealings (Civil Code, Article 415, paragraph (1)); and a person who, intentionally or negligently, infringes another's rights or legally protected interests must compensate for the loss that results (Article 709). It is paid in money unless otherwise agreed (Articles 417 and 722, paragraph (1)), and the parties to a contract may agree in advance the amount due if it is not performed; a sum fixed for breach (違約金) is presumed to be such an agreement (Article 420, paragraphs (1) and (3)). The Consumer Contract Act makes void the part of such an amount in a consumer contract, for its cancellation, with any penalty added, above the average loss the business would suffer from the cancellation of consumer contracts of that kind, measured separately for each category the clause sets, such as the reason for and time of cancellation (Consumer Contract Act, Article 9, paragraph (1), item (i)).
Written by AI using Civil Code, Arts. 415, 417, 420, 709, 722 and Consumer Contract Act, Art. 9 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.