Article 811Keeping and Inspection of Documents Concerning an Incorporation-Type Company Split or Share Transfer
第八百十一条（新設分割又は株式移転に関する書面等の備置き及び閲覧等）
The stock company splitting in an incorporation-type split or the wholly owned subsidiary company resulting from a share transfer must, without delay after the day of formation of the company incorporated in the incorporation-type split or the wholly owning parent company incorporated in a hare transfer, prepare what are provided for in the following items for the categories set forth respectively in those items, jointly with the company incorporated in the incorporation-type split or the wholly owning parent company incorporated in a share transfer:
新設分割株式会社又は株式移転完全子会社は、新設分割設立会社又は株式移転設立完全親会社の成立の日後遅滞なく、新設分割設立会社又は株式移転設立完全親会社と共同して、次の各号に掲げる区分に応じ、当該各号に定めるものを作成しなければならない。
stock company splitting in the incorporation-type split:documents detailing the rights and obligations that the company incorporated in the incorporation-type split succeeded to by transfer from the stock company splitting in the incorporation-type split through the incorporation-type company split and any other information prescribed by Ministry of Justice Order as concerning an incorporation-type company split, or electronic or magnetic records in which the information has been recorded; and
wholly owned subsidiary company resulting from a share transfer:documents detailing the number of shares of the wholly owned subsidiary company resulting from a share transfer acquired by the wholly owning parent company incorporated in a share transfer and any other information prescribed by Ministry of Justice Order as concerning a share transfer, or electronic or magnetic records in which the information has been recorded.
株式移転完全子会社 株式移転により株式移転設立完全親会社が取得した株式移転完全子会社の株式の数その他の株式移転に関する事項として法務省令で定める事項を記載し、又は記録した書面又は電磁的記録
The stock company splitting in an incorporation-type split or the wholly owned subsidiary company resulting from a share transfer must, for a period of six months from the day of formation of the company incorporated in the incorporation-type split or the wholly owning parent company incorporated in a share transfer, keep the documents or electronic or magnetic records set forth in the items of the preceding paragraph at its head office.
Shareholders, creditors and any other interested parties of a stock company splitting in the incorporation-type split may make the following requests to the stock company splitting in the incorporation-type split at any time during its business hours; provided, however, that the fees designated by the stock company splitting in the incorporation-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 set forth 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 incorporation-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 transfer. In these cases, the phrase "shareholders, creditors and any other interested parties of a stock company splitting in the incorporation-type split" is deemed to be replaced with "persons who were shareholders or holders of share options of the wholly owned subsidiary company resulting from a share transfer as of the day of formation of the wholly owning parent company incorporated in a share transfer".
前項の規定は、株式移転完全子会社について準用する。この場合において、同項中「新設分割株式会社の株主、債権者その他の利害関係人」とあるのは、「株式移転設立完全親会社の成立の日に株式移転完全子会社の株主又は新株予約権者であった者」と読み替えるものとする。
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incorporation-type company split
「新設分割」
One or more stock companies or limited liability companies handing over all or part of the rights and obligations of their business to a new company formed by the split.
Defined inArticle 2, paragraph (1), item (xxx)· applies throughout the law
share transfer
「株式移転」
One or more stock companies having all of their issued shares acquired by a newly formed stock company, which becomes their sole owner.
Defined inArticle 2, paragraph (1), item (xxxii)· 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 incorporated in the incorporation-type split
「新設分割設立会社」
The new company formed in an incorporation-type company split, which takes over the rights and obligations handed over to it.
Short name set inArticle 763, paragraph (1)· applies only in this part
stock company splitting in the Incorporation-type split
「新設分割株式会社」
A stock company that hands over rights and obligations of its business to a new company formed in an incorporation-type company split.
Short name set inArticle 763, paragraph (1), item (v)· applies only in this part
wholly owning parent company incorporated in a share transfermachine translation
「株式移転設立完全親会社」
The new stock company formed in a share transfer, which acquires all the issued shares of the companies carrying it out.
Short name set inArticle 773, paragraph (1), item (i)· applies only in this part
wholly owned subsidiary company resulting from a share transfermachine translation
「株式移転完全子会社」
A stock company all of whose issued shares are acquired by a new stock company formed in a share transfer.
Short name set inArticle 773, paragraph (1), item (v)· applies only in this part