A stock company effecting entity conversion becomes a membership company on the effective day.
A stock company effecting entity conversion is, in accordance with the provisions on the matters set forth in paragraph (1), items (ii) through (iv) of the preceding Article, deemed to have effected changes to the articles of incorporation related to relevant matters on the effective day.
組織変更をする株式会社は、効力発生日に、前条第一項第二号から第四号までに掲げる事項についての定めに従い、当該事項に係る定款の変更をしたものとみなす。
Shareholders of a stock company effecting entity conversion, in accordance with the provisions on the matters set forth in paragraph (1), item (iii) of the preceding Article, become members of the membership company after entity conversion on the effective day.
If there are provisions on the matter referred to in paragraph (1), item (v), (a) of the preceding Article, shareholders of the stock company effecting entity conversion, in accordance with the provisions on the matter set forth in item (vi) of that paragraph, become holders of the bonds referred to in item (v), (a) of that paragraph on the effective day.
The share options of a stock company effecting entity conversion are extinguished on the effective day.
The provisions of the preceding paragraphs do not apply if procedures under the provisions of Article 779 are not completed yet or where the entity conversion is cancelled.
share option
「新株予約権」
A right that entitles its holder, by exercising it against a stock company, to receive shares of that company.
Defined inArticle 2, paragraph (1), item (xxi)· applies throughout the law
bond
「社債」
A money claim against a company, arising from an allotment the company makes under this Act, that is to be repaid according to the terms set under Article 676.
Defined inArticle 2, paragraph (1), item (xxiii)· applies throughout the law
entity conversion
「組織変更」
A company's changing its legal form, either from a stock company into a membership company (a general partnership, limited partnership or limited liability company) or the other way round.
Defined inArticle 2, paragraph (1), item (xxvi)· applies throughout the law
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)
membership company after entity conversion
「組織変更後持分会社」
The membership company that a stock company becomes through entity conversion.
Short name set inArticle 744, paragraph (1), item (i)· applies only in this part
effective day
「効力発生日」
The day on which the corporate action in question takes effect, such as a share consolidation, business transfer, entity conversion, merger, company split, share exchange or partial share exchange.
Short name set inArticle 744, paragraph (1), item (ix)· applies only in this chapter
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.