In the cases set forth in the following items, the creditors provided for in those items may state their objections to the consolidation-type merger, etc. to the disappearing stock company, etc.:
in cases of effecting a consolidation-type merger:creditors of any stock company disappearing in the consolidation-type merger;
新設合併をする場合 新設合併消滅株式会社の債権者
in cases of effecting an incorporation-type company split:creditors of the stock company splitting in the incorporation-type split who are unable to request the stock company splitting in the incorporation-type split to perform the obligations (including performance of the guarantee obligations that the stock company splitting in the incorporation-type split jointly and severally assumes with the company incorporated in the incorporation-type split as a guarantor) (or, if there are provisions on the matter set forth in Article 763, paragraph (1), item (xii) or Article 765, paragraph (1), item (viii), creditors of the stock company splitting in the incorporation-type split); or
新設分割をする場合 新設分割後新設分割株式会社に対して債務の履行(当該債務の保証人として新設分割設立会社と連帯して負担する保証債務の履行を含む。)を請求することができない新設分割株式会社の債権者(第七百六十三条第一項第十二号又は第七百六十五条第一項第八号に掲げる事項についての定めがある場合にあっては、新設分割株式会社の債権者)
if the share options under share transfer plan are share options attached to bonds with share options:bond holders regarding relevant bonds with share options.
株式移転計画新株予約権が新株予約権付社債に付された新株予約権である場合 当該新株予約権付社債についての社債権者
If all or part of the creditors of the disappearing stock company, etc. are able to state their objection pursuant to the provisions of the preceding paragraph, the disappearing 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 (limited to one who is able to state an objection pursuant to the provisions of that paragraph), if any;provided, however, that the period under item (iv) may not be less than one month:
a statement that a consolidation-type merger, etc. will be effected;
新設合併等をする旨
the trade name and address of the other consolidated company, etc. and the incorporated company;
the matters prescribed by Ministry of Justice Order as the matters regarding the financial statements of the disappearing stock company, etc.; 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 disappearing stock company, etc. gives public notice under that paragraph by the 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 in addition to Official Gazette, the disappearing stock company, etc. is not required to give separate notices under the provisions of the preceding paragraph (excluding the notices to creditors of the obligations of the stock company splitting in the incorporation-type split that have arisen due to a tort in the case of effecting an incorporation-type company split).
If creditors do not raise any objections within the period under paragraph (2), item (iv), these creditors are deemed to have approved the consolidation-type merger, etc.
If creditors raise objections within the period under paragraph (2), item (iv), the disappearing stock company, etc. must make payment or provide reasonable security to these creditors, or entrust equivalent property to a trust company, etc. for the purpose of having these creditors receive the payment;provided, however, that this does not apply if there is no risk of harm to relevant creditors by relevant consolidation-type merger, etc.