In the cases set forth in the following items, the creditors provided for in those items may state their objections to the absorption-type merger, etc. to the surviving stock company, etc.:
in cases of effecting an absorption-type merger:creditors of the stock company surviving the absorption-type merger;
吸収合併をする場合 吸収合併存続株式会社の債権者
in cases of effecting an absorption-type company split:creditors of the stock company succeeding in the absorption-type split; or
吸収分割をする場合 吸収分割承継株式会社の債権者
in cases of effecting a share exchange other than where the monies, etc. to be delivered to shareholders of the wholly owned subsidiary company resulting from the share exchange are only shares in the wholly owning parent stock company resulting from the share exchange or those prescribed by Ministry of Justice Order as being equivalent thereto, or in the cases prescribed in Article 768, paragraph (1), item (iv), (c):creditors of the wholly owning parent stock company resulting from the share exchange.
株式交換をする場合において、株式交換完全子会社の株主に対して交付する金銭等が株式交換完全親株式会社の株式その他これに準ずるものとして法務省令で定めるもののみである場合以外の場合又は第七百六十八条第一項第四号ハに規定する場合 株式交換完全親株式会社の債権者
If the creditors of the surviving stock company, etc. are able to state their objection pursuant to the provisions of the preceding paragraph, the surviving stock company, etc. must give public notice of the matters set forth below in Official Gazette and must give notices separately to each known creditor, if any;provided, however, that the period under item (iv) may not be less than one month:
a statement that an absorption-type merger, etc. will be effected;
吸収合併等をする旨
the trade name and address of the disappearing company, etc.;
消滅会社等の商号及び住所
the matters prescribed by Ministry of Justice Order as the matters regarding the financial statements of the surviving stock company, etc. and the disappearing company, etc. (limited to a stock company); and
a statement to the effect that creditors may state their objections within a certain period of time.
債権者が一定の期間内に異議を述べることができる旨
Notwithstanding the provisions of the preceding paragraph, if the surviving stock company, etc. gives public notice under that paragraph by method of public notice set forth in Article 939, paragraph (1), item (ii) or item (iii) in accordance with the provisions of the articles of incorporation under the provisions of that paragraph beyond Official Gazette, the surviving stock company, etc. is not required to give separate notices under the provisions of the preceding paragraph.
If creditors do not raise any objections within the period under paragraph (2), item (iv), relevant creditors are deemed to have approved the absorption-type merger, etc.
If creditors raise objections within the period under paragraph (2), item (iv), the surviving stock company, etc. must make payment or provide reasonable security to relevant creditors, or entrust equivalent property to a trust company, etc. for the purpose of having relevant creditors receive the payment;provided, however, that this does not apply if there is no risk of harm to relevant creditors by relevant absorption-type merger, etc.