The provisions set forth below do not apply to liquidating stock companies:
次に掲げる規定は、清算株式会社については、適用しない。
in Chapter V, Section 2, Subsection 2 (excluding Article 435, paragraph (4), Article 440, paragraph (3), Article 442 and Article 443) and Subsection 3 as well as Section 3 through Section 5; and
第五章第二節第二款(第四百三十五条第四項、第四百四十条第三項、第四百四十二条及び第四百四十三条を除く。)及び第三款並びに第三節から第五節まで
in Part V, Chapter IV, Chapter IV-2 and the portion relating to the procedures of share exchange, share transfer and partial share exchange in Chapter V of the same Part.
The provisions of Chapter II, Section 4-2 do not apply to cases where a subject company is a liquidating stock company.
A liquidating stock company may acquire the shares of relevant liquidating stock company, limited to cases where acquisition is effected without consideration or in other cases prescribed by Ministry of Justice Order.
清算株式会社は、無償で取得する場合その他法務省令で定める場合に限り、当該清算株式会社の株式を取得することができる。
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share transfer
「株式移転」
One or more stock companies having all of their issued shares acquired by a newly formed stock company, which becomes their sole owner.
Defined inArticle 2, paragraph (1), item (xxxii)· applies throughout the law
partial share exchange
「株式交付」
A stock company's acquiring shares of another stock company to make it a subsidiary, handing its own shares to the sellers in exchange; unlike a share exchange, it need not acquire all of them.
Defined inArticle 2, paragraph (1), item (xxxii-2)· applies throughout the law
subject company
「対象会社」
The stock company whose shares a special controlling shareholder (one holding at least nine tenths of the votes) demands the other shareholders sell to it in a cash-out.
Short name set inArticle 179, paragraph (2)
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)