Article 784Cases Where Approval of the Absorption-Type Merger Agreement Is Not Required
第七百八十四条（吸収合併契約等の承認を要しない場合）
The provisions of paragraph (1) of the preceding Article do not apply if the company surviving the absorption-type merger, the company succeeding in the absorption-type split or the wholly owning parent company resulting from the share exchange (hereinafter referred to as the "surviving company, etc." in this division) is the special controlling company of the disappearing stock company, etc.;provided, however, that this does not apply if all or part of the value of the merger, etc. in the absorption-type merger or share exchange is shares with a restriction on transfer, etc., and the disappearing stock company, etc. is a public company and not a company with class shares.
The provisions of the preceding Article do not apply if the sum of the book value of the assets that the company succeeding in the absorption-type split succeeds to through the absorption-type company split does not exceed one-fifth (or, if a lesser proportion is prescribed in the articles of incorporation of the stock company splitting in the absorption-type split, that proportion) of the amount calculated by the method specified by Ministry of Justice Order as the total assets of the stock company splitting in the absorption-type split.
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(Approval of the Absorption-Type Merger Agreement)
A disappearing stock company, etc. must obtain the approval of the absorption-type merger agreement, etc. by a resolution at a shareholders meeting by the day immediately preceding the effective day.
消滅株式会社等は、効力発生日の前日までに、株主総会の決議によって、吸収合併契約等の承認を受けなければならない。
Open this provision(Approval of the Absorption-Type Merger Agreement)
A disappearing stock company, etc. must obtain the approval of the absorption-type merger agreement, etc. by a resolution at a shareholders meeting by the day immediately preceding the effective day.
消滅株式会社等は、効力発生日の前日までに、株主総会の決議によって、吸収合併契約等の承認を受けなければならない。
Open this provisionpublic company
「公開会社」
A stock company whose articles of incorporation do not require the company's approval for transfers of at least some of its shares; it need not be listed on a stock exchange.
Defined inArticle 2, paragraph (1), item (v)· applies throughout the law
company with class shares
「種類株式発行会社」
A stock company that issues two or more classes of shares with different terms on the matters listed in Article 108, paragraph (1), such as dividends of surplus or voting rights.
Defined inArticle 2, paragraph (1), item (xiii)· 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
absorption-type company split
「吸収分割」
A stock company or limited liability company's handing over all or part of the rights and obligations of its business to another existing company, which takes them over.
Defined inArticle 2, paragraph (1), item (xxix)· applies throughout the law
share exchange
「株式交換」
A stock company's having all of its issued shares acquired by another existing stock company or limited liability company, which becomes its sole owner.
Defined inArticle 2, paragraph (1), item (xxxi)· applies throughout the law
special controlling company
「特別支配会社」
A company that, together with the stock companies it wholly owns and similar corporations set by Ministry of Justice Order (法務省令), holds nine tenths or more of the votes in a stock company, or any higher proportion that company's articles of incorporation set.
Defined inArticle 468, paragraph (1)
company surviving the absorption-type merger
「吸収合併存続会社」
The company that survives an absorption-type merger and takes over the rights and obligations of the company that ceases to exist.
Short name set inArticle 749, paragraph (1)· applies only in this part
company succeeding in the absorption-type split
「吸収分割承継会社」
The company that takes over all or part of the rights and obligations of another company's business in an absorption-type company split.
Short name set inArticle 757, paragraph (1)· applies only in this part
stock company splitting in the absorption-type split
「吸収分割株式会社」
A stock company that hands over rights and obligations of its business to another company in an absorption-type company split.
Short name set inArticle 758, paragraph (1), item (ii)· applies only in this part
wholly owning parent company resulting from the share exchangemachine translation
「株式交換完全親会社」
The stock company or limited liability company that acquires all the issued shares of another stock company in a share exchange.
Short name set inArticle 767, paragraph (1)· applies only in this part
disappearing stock company, etc.
「消滅株式会社等」
A stock company that is merged away in an absorption-type merger, splits off business in an absorption-type company split, or becomes a wholly owned subsidiary in a share exchange, and must keep the merger agreement, split agreement or share exchange agreement at its head office.
Short name set inArticle 782, paragraph (1)· applies only in this division
consideration for the merger, etc.
「合併対価等」
In Article 783 and Article 784, paragraph (1), the money or other property (金銭等) given to the shareholders of a stock company that disappears in an absorption-type merger (吸収合併) or becomes a wholly owned subsidiary in a share exchange (株式交換).
Short name set inArticle 783, paragraph (2)· applies only in this article and in Article 784, paragraph (1)
shares with restriction on transfer, etc.machine translation
「譲渡制限株式等」
Shares with restriction on transfer, and anything Ministry of Justice Order (法務省令) treats as equivalent.
Defined inArticle 783, paragraph (3)· applies only in this chapter
surviving company, etc.
「存続会社等」
The company that survives an absorption-type merger, takes over business in an absorption-type company split, or becomes the wholly owning parent company in a share exchange.
Short name set inArticle 784, paragraph (1)· applies only in this division
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.