Creditors who owe debts to a liquidating stock company cannot effect the set-off in the cases set forth below:
清算株式会社に対して債務を負担する者は、次に掲げる場合には、相殺をすることができない。
if the creditors acquired agreement claims of others after the commencement of special liquidation;
特別清算開始後に他人の協定債権を取得したとき。
if the creditors acquired agreement claims after liquidating stock company became unable to pay debts, and they had the knowledge that the liquidating stock company was unable to pay debts at the time of the acquisition of the agreement claims;
if the creditors acquired agreement claims after the suspension of payment, and they had the knowledge that there was suspension of payment at the time of the acquisition of the same; provided, however, that this does not apply if the liquidating stock company was not unable to pay debts at the time of relevant suspension of payment;
if the creditors acquired agreement claims after the petition for commencement of special liquidation, and they had the knowledge that the commencement of special liquidation had been filed at the time of the acquisition of the agreement claims.
特別清算開始の申立てがあった後に協定債権を取得した場合であって、その取得の当時、特別清算開始の申立てがあったことを知っていたとき。
The provisions under items (ii) through (iv) of the preceding paragraph do not apply if the acquisition of the agreement claims provided for in those provisions is based on any of the causes set forth below:
前項第二号から第四号までの規定は、これらの規定に規定する協定債権の取得が次に掲げる原因のいずれかに基づく場合には、適用しない。
statutory causes;
法定の原因
causes in existence before the persons who assumed debts owed to the liquidating stock company acquired the knowledge that the liquidating stock company was unable to pay debts, or that a petition for suspension of payments or commencement of special liquidation was filed; or
causes that accrued one year or more before the petition for the commencement of special liquidation was filed; or
特別清算開始の申立てがあった時より一年以上前に生じた原因
contracts between the persons who assume debts owed to the liquidating stock company and the liquidating stock company.
清算株式会社に対して債務を負担する者と清算株式会社との間の契約
Read this with the articles around it
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)
agreement claims
「協定債権」
The claims of a liquidating stock company's creditors that are dealt with in special liquidation, which is all of them except claims with general priority and claims arising from the special liquidation proceedings themselves.
Short name set inArticle 515, paragraph (3)· applies only in this section
inability to pay debtsmachine translation
「支払不能」
The state of a liquidating stock company that, lacking the means to pay, is generally and continuously unable to pay its debts as they fall due.
Defined inArticle 517, paragraph (1), item (ii)· applies only in this subsection