Article 796Cases Where Approval of the Absorption-Type Merger Agreement Is Not Required
第七百九十六条（吸収合併契約等の承認を要しない場合等）
The provisions of paragraphs (1) through (3) of the preceding Article do not apply if a company disappearing in an absorption-type merger, the company splitting in an absorption-type split or the wholly owned subsidiary company resulting from a share exchange (hereinafter referred to as the "disappearing company, etc." in this division) is the special controlling company of the surviving stock company, etc.;provided, however, that this does not apply if all or part of the monies, etc. to be delivered to shareholders of the stock company disappearing in the absorption-type merger or the wholly owned subsidiary company resulting from the share exchange, to members of the membership company disappearing in the absorption-type merger or to the company splitting in the absorption-type split are shares with a restriction on transfer, etc. of the surviving stock company, etc., and the surviving stock company, etc. is not a public company.
前条第一項から第三項までの規定は、吸収合併消滅会社、吸収分割会社又は株式交換完全子会社（以下この目において「消滅会社等」という。）が存続株式会社等の特別支配会社である場合には、適用しない。ただし、吸収合併消滅株式会社若しくは株式交換完全子会社の株主、吸収合併消滅持分会社の社員又は吸収分割会社に対して交付する金銭等の全部又は一部が存続株式会社等の譲渡制限株式である場合であって、存続株式会社等が公開会社でないときは、この限りでない。
The provisions of paragraphs (1) through (3) of the preceding Article do not apply if the amount set forth in item (i) does not exceed one-fifth (or, if a lesser proportion is prescribed in the articles of incorporation of the surviving stock company, etc., the proportion) of the amount set forth in item (ii); provided, however, that this does not apply in the cases set forth in the items of paragraph (2) of that Article or the cases prescribed in the proviso to the preceding paragraph:
the total amount of the amounts set forth below:
次に掲げる額の合計額
the amount obtained by multiplying the number of shares of the surviving stock company, etc. to be delivered to shareholders of the stock company disappearing in an absorption-type merger or the wholly owned subsidiary company resulting from a share exchange, to members of the membership company disappearing in the absorption-type merger or to the company splitting in the absorption-type split (hereinafter referred to as "shareholders, etc. of the disappearing company, etc." in this item) by the amount of net assets per share;
吸収合併消滅株式会社若しくは株式交換完全子会社の株主、吸収合併消滅持分会社の社員又は吸収分割会社（以下この号において「消滅会社等の株主等」という。）に対して交付する存続株式会社等の株式の数に一株当たり純資産額を乗じて得た額
the total amount of the book value of bonds, share options or bonds with share options of the surviving stock company, etc. to be delivered to shareholders, etc. of the disappearing company, etc.; and
the total amount of the book value of property other than shares, etc. of the surviving stock company, etc. to be delivered to shareholders, etc. of the disappearing company, etc.; and
the amount calculated by the method specified by Ministry of Justice Order as the total assets of the surviving stock company, etc.
存続株式会社等の純資産額として法務省令で定める方法により算定される額
In the cases prescribed in the main clause of the preceding paragraph, if shareholders that hold the shares (limited to those that entitle the shareholders to exercise voting rights at a shareholders meeting under paragraph (1) of the preceding Article) in the number prescribed by Ministry of Justice Order notify the surviving stock company, etc. to the effect that relevant shareholders dissent from the absorption-type merger, etc., within two weeks from the day of the notice under the provisions of Article 797, paragraph (3) or the public notice under paragraph (4) of that Article, the relevant surviving stock company, etc. must obtain the approval of the absorption-type merger agreement, etc. by a resolution at a shareholders meeting no later than the day immediately preceding the effective day.
Read this with the articles around it
public 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
shares with restriction on transfer
「譲渡制限株式」
Shares whose terms require the company's approval for anyone to acquire them by transfer.
Defined inArticle 2, paragraph (1), item (xvii)· applies throughout the law
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
bonds with share options
「新株予約権付社債」
A bond with share options attached to it.
Defined inArticle 2, paragraph (1), item (xxii)· 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
shares, etc.machine translation
「株式等」
A stock company's shares, bonds and share options taken together.
Defined inArticle 107, paragraph (2), item (ii), (e)
net assets per share
「一株当たり純資産額」
The value of a stock company's net assets (what it owns minus what it owes) for each share, worked out by the method set by Ministry of Justice Order (法務省令) — used, for example, to fix the money a company must deposit under Article 141 when it buys shares whose transfer it has refused to approve.
Defined inArticle 141, paragraph (2)
monies, etc.machine translation
「金銭等」
Money and any other property.
Defined inArticle 151, paragraph (1)
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 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
company splitting in the absorption-type split
「吸収分割会社」
The 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 (i)· 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
absorption-type merger agreement, etc.
「吸収合併契約等」
The agreement for an absorption-type merger, an absorption-type company split or a share exchange, which the companies involved must keep at their head office for shareholders and creditors to inspect.
Short name set inArticle 782, paragraph (1)· applies only in this section
absorption-type merger, etc.
「吸収合併等」
An absorption-type merger, an absorption-type company split or a share exchange.
Short name set inArticle 782, paragraph (1)· applies only in this section
surviving stock company, etc.
「存続株式会社等」
A stock 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 794, paragraph (1)· applies only in this division
disappearing company, etc.
「消滅会社等」
In an absorption-type merger, an absorption-type company split or a share exchange, the company merged away, the company splitting off its business, or the company becoming a wholly owned subsidiary.
Short name set inArticle 796, paragraph (1)· applies only in this division
shareholders, etc. of the disappearing company, etc.
「消滅会社等の株主等」
The shareholders or members of a company merged away or becoming wholly owned in a share exchange, or in a company split the splitting company itself: those who receive shares or other consideration from the surviving stock company, etc.
Short name set inArticle 796, paragraph (2), item (i), (a)· applies only in this item
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.
shareholders meeting
株主総会
The meeting of a stock company's shareholders, and the body through which they decide the company's basic matters. It elects the directors and company auditors (Companies Act, Article 329, paragraph (1)) and changes the articles of incorporation (Article 466). In a company without a board of directors it may decide any matter about the company; in one with a board, only what the Act or the articles of incorporation leave to it (Article 295). An annual shareholders meeting must be called after the end of every business year, and another may be called whenever needed (Article 296). A resolution normally passes by a majority of the votes present, with holders of a majority of the votes entitled to vote attending (Article 309, paragraph (1)).
Written by AI using Companies Act, Arts. 295, 296, 309, 329, 466 as a reference.