Article 752Effectuation of an Absorption-Type Merger in Which a Membership Company Survives
第七百五十二条（持分会社が存続する吸収合併の効力の発生等）
A membership company surviving an absorption-type merger succeeds to the rights and obligations of the company disappearing in the absorption-type merger on the effective day.
吸収合併存続持分会社は、効力発生日に、吸収合併消滅会社の権利義務を承継する。
The dissolution, by absorption-type merger, of the company disappearing in an absorption-type merger may not be duly asserted against a third party until the registration of the absorption-type merger has been completed.
In the case prescribed in paragraph (1), item (ii) of the preceding Article, the shareholders of the stock company disappearing in the absorption-type merger or members of the membership company disappearing in the absorption-type merger, in accordance with the provisions on the matters set forth in that item, become members of the membership company surviving the absorption-type merger on the effective day. In these cases, the membership company surviving the absorption-type merger is deemed to have effected changes to the articles of incorporation relating to the members referred to in that item on the effective day.
前条第一項第二号に規定する場合には、吸収合併消滅株式会社の株主又は吸収合併消滅持分会社の社員は、効力発生日に、同号に掲げる事項についての定めに従い、吸収合併存続持分会社の社員となる。この場合においては、吸収合併存続持分会社は、効力発生日に、同号の社員に係る定款の変更をしたものとみなす。
If there are provisions on the matter set forth in paragraph (1), item (iii), (a) of the preceding Article, the shareholders of the stock company disappearing in the absorption-type merger or members of the membership company disappearing in the absorption-type merger, in accordance with the provisions on the matter set forth in item (iv) of that paragraph, become holders of bonds referred to in item (iii), (a) of that paragraph on the effective day.
前条第一項第三号イに掲げる事項についての定めがある場合には、吸収合併消滅株式会社の株主又は吸収合併消滅持分会社の社員は、効力発生日に、同項第四号に掲げる事項についての定めに従い、同項第三号イの社債の社債権者となる。
The share options of a stock company disappearing in an absorption-type merger are extinguished on the effective day.
吸収合併消滅株式会社の新株予約権は、効力発生日に、消滅する。
The provisions of the preceding paragraphs do not apply if procedures under the provisions of Article 789 (excluding paragraph (1), item (iii) and paragraph (2), item (iii), and including the case where it is applied mutatis mutandis pursuant to Article 793, paragraph (2)) or Article 799 (excluding paragraph (2), item (iii)) as applied mutatis mutandis pursuant to Article 802, paragraph (2) are not completed yet or where the absorption-type merger is cancelled.
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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
absorption-type merger
「吸収合併」
A merger in which one existing company survives and takes over all the rights and obligations of the other company, which ceases to exist.
Defined inArticle 2, paragraph (1), item (xxvii)· applies throughout the law
company disappearing in the absorption-type merger
「吸収合併消滅会社」
The company that ceases to exist in an absorption-type merger, its rights and obligations passing to the surviving company.
Short name set inArticle 749, paragraph (1), item (i)· applies only in this part
membership company disappearing in the absorption-type mergermachine translation
「吸収合併消滅持分会社」
A membership company (a general partnership, limited partnership or limited liability company) that ceases to exist in an absorption-type merger.
Short name set inArticle 749, paragraph (1), item (ii)· applies only in this part
stock company disappearing in the absorption-type mergermachine translation
「吸収合併消滅株式会社」
A stock company that ceases to exist in an absorption-type merger.
Short name set inArticle 749, paragraph (1), item (ii)· 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 749, paragraph (1), item (vi)· applies only in this section
membership company surviving the absorption-type merger
「吸収合併存続持分会社」
A membership company (a general partnership, limited partnership or limited liability company) that survives an absorption-type merger.
Short name set inArticle 751, paragraph (1), item (i)· applies only in this section
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.
assert against
対抗
To be able to rely on a right, or on a fact about it, against someone who is not a party to it. Acquiring, losing or changing a right in rem (物権) in land or a building cannot be asserted against third parties until it is registered (登記) (Civil Code, Article 177), and a registered lease of land or a building can be asserted against a person who acquires a right in rem in it, such as a buyer, and against other third parties (Article 605). The Act on Land and Building Leases lets a tenant do without registering the lease itself: a right to use land for a building (借地権) can be asserted against third parties once the tenant owns a registered building on the land (Article 10, paragraph (1)), and a building lease takes effect against anyone who later acquires a right in rem in the building, such as a new owner, once the building has been handed over (Article 31). Some rules protect only a third party who did not know: a rescission for fraud cannot be asserted against a third party who did not know of the fraud and was not careless in not knowing (善意でかつ過失がない) (Civil Code, Article 96, paragraph (3)).
Written by AI using Civil Code, Arts. 96, 177, 605 and Act on Land and Building Leases, Arts. 10, 31 as a reference.
registration
登記
Entry in a public register kept by a registry office (登記所) — a Legal Affairs Bureau or one of its branch offices — so that the matter is made public (Real Property Registration Act, Articles 1 and 6, paragraph (1)). Rights in land and buildings, such as ownership, a superficies (地上権), a statutory lien (先取特権), a mortgage and a right of lease (賃借権), can be registered under that Act (Article 3), and matters the Commercial Code, the Companies Act and other Acts require to be registered are registered under the Commercial Registration Act (Article 1). Registration also lets a right be asserted against third parties: acquiring, losing or changing a right in rem (物権) in land or a building, such as ownership, cannot be asserted against third parties until it is registered (Civil Code, Article 177), and a matter the Companies Act requires to be registered cannot be asserted against a third party who does not know of it until it has been registered, nor, even after that, against one who had a justifiable reason for not knowing of the registration (Companies Act, Article 908, paragraph (1)).
Written by AI using Real Property Registration Act, Arts. 1, 3, 6, Commercial Registration Act, Art. 1, Civil Code, Art. 177 and Companies Act, Art. 908 as a reference.