If a consolidation-type merger, etc. violates laws and regulations or the articles of incorporations, if shareholders of a disappearing stock company, etc. are likely to suffer disadvantages, shareholders of the disappearing stock company, etc. may demand the disappearing stock company, etc. to cease the consolidation-type merger, etc.;provided, however, that this does not apply to cases prescribed in the preceding Article.
Read this with the articles around it
disappearing stock company, etc.
「消滅株式会社等」
A stock company that is merged away in a consolidation-type merger, splits off business in an incorporation-type company split, or becomes a wholly owned subsidiary in a share transfer, and must keep the merger agreement, split plan or share transfer plan at its head office.
Short name set inArticle 803, paragraph (1)· applies only in this division
consolidation-type merger, etc.
「新設合併等」
A consolidation-type merger, an incorporation-type company split or a share transfer.
Short name set inArticle 804, paragraph (4)· 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.