Article 791Keeping and Inspection of Documents Concerning Absorption-Type Company Splits or Share Exchanges
第七百九十一条（吸収分割又は株式交換に関する書面等の備置き及び閲覧等）
The stock company splitting in an absorption-type split or the wholly owned subsidiary company resulting from a share exchange must, without delay after the effective day, prepare what are provided for in the following items for the categories set forth respectively in those items, jointly with the company succeeding in the absorption-type split or the wholly owning parent company resulting from the share exchange:
stock company splitting in the absorption-type split:documents detailing the rights and obligations that the company succeeding in the absorption-type split succeeded to by transfer from the stock company splitting in the absorption-type split through the absorption-type company split and any other information prescribed by Ministry of Justice Order as concerning an absorption-type company split, or electronic or magnetic records in which the information has been recorded; and
wholly owned subsidiary company resulting from the share exchange:documents detailing the number of shares of the wholly owned subsidiary company resulting from the share exchange acquired by the wholly owning parent company resulting from the share exchange and any other information prescribed by Ministry of Justice Order as concerning a share exchange, or electronic or magnetic records in which the information has been recorded.
A stock company splitting in an absorption-type split or a wholly owned subsidiary company resulting from a share exchange must, for a period of six months from the effective day, keep the documents or electronic or magnetic records referred to in the items of the preceding paragraph at its head office.
Shareholders, creditors and any other interested parties of a stock company splitting in an absorption-type split may make the following requests to the stock company splitting in the absorption-type split at any time during its business hours; provided, however, that the fees designated by the stock company splitting in the absorption-type split are required to be paid in order to make the requests set forth in item (ii) or item (iv):
requests for inspection of the documents referred to in the preceding paragraph;
前項の書面の閲覧の請求
requests for delivery of a transcript or extract of the documents referred to in the preceding paragraph;
前項の書面の謄本又は抄本の交付の請求
a request to inspect anything that is used in a manner prescribed by Ministry of Justice Order to display the information recorded in an electronic or magnetic record as referred to in the preceding paragraph; and
a request to be provided with the information recorded in an electronic or magnetic record as referred to in the preceding paragraph by an electronic or magnetic means that the stock company splitting in the absorption-type split has designated, or a request to be issued a document showing that information.
The provisions of the preceding paragraph apply mutatis mutandis to a wholly owned subsidiary company resulting from a share exchange. In these cases, the phrase "shareholders, creditors and any other interested parties of a stock company splitting in the absorption-type split" is deemed to be replaced with "persons who were shareholders or holders of share option in the wholly owned subsidiary company resulting from the share exchange as of the effective day".
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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
electronic or magnetic means
「電磁的方法」
A method that uses an electronic data processing system or other information and communications technology, of a kind set by Ministry of Justice Order (法務省令).
Defined inArticle 2, paragraph (1), item (xxxiv)
electronic or magnetic record
「電磁的記録」
A record made in electronic, magnetic or any other form people cannot perceive directly, of a kind that Ministry of Justice Order (法務省令) specifies as used in computer processing.
Defined inArticle 26, paragraph (2)
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
wholly owned subsidiary company resulting from the share exchangemachine translation
「株式交換完全子会社」
The stock company all of whose issued shares are acquired by another company in a share exchange.
Short name set inArticle 768, 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 782, paragraph (1)· applies only in this section