A membership company effecting entity conversion must obtain the consent of all members of the membership company with regard to the entity conversion plan by the day immediately preceding the effective day; provided, however, that this does not apply if it is otherwise provided for in the articles of incorporation.
The provisions of Article 779 (excluding paragraph (2), item (ii)) and the preceding Article apply mutatis mutandis to a membership company effecting entity conversion. In those cases, the term "stock company effecting entity conversion" in Article 779, paragraph (3) is deemed to be replaced with "membership company (limited to a limited liability company) effecting entity conversion", and the term "and Article 745" in paragraph (3) of the preceding Article is deemed to be replaced with "and Article 747 and paragraph (1) of the following Article".
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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)
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 775, paragraph (1)· 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.