Beyond the cases provided for in the preceding Article, Article 609, paragraph (1), Article 642, paragraph (2) and Article 845, members withdraw on the grounds set forth below:
社員は、前条、第六百九条第一項、第六百四十二条第二項及び第八百四十五条の場合のほか、次に掲げる事由によって退社する。
grounds provided for in the articles of incorporation having arisen;
定款で定めた事由の発生
the consent of all members;
総社員の同意
death;
死亡
merger (but only if the member that is a corporation disappears in the merger);
合併(合併により当該法人である社員が消滅する場合に限る。)
a ruling to commence bankruptcy procedures;
破産手続開始の決定
dissolution (excluding that resulting from the grounds set forth in the preceding two items);
解散(前二号に掲げる事由によるものを除く。)
Changes on a date not yet set (Act No. 46 of 2026)
being subject to a decision for commencement of guardianship; or
後見開始の審判を受けたこと。
removal.
除名
A membership company can provide to the effect that no member withdraws due to some or all of the grounds set forth in items (v) through (vii) of the preceding paragraph.
持分会社は、その社員が前項第五号から第七号までに掲げる事由の全部又は一部によっては退社しない旨を定めることができる。
membership company
「持分会社」
General partnership companies, limited partnership companies and limited liability companies taken together: the three kinds of company under this Act that are owned by members rather than by shareholders.
Short name set inArticle 575, 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.