In cases other than cases where the monies, etc. (excluding the shares of the parent company resulting from a partial share exchange) to be delivered to the transferors of shares and share options, etc. of the subsidiary company resulting from a partial share exchange from the partial share exchange are limited to those prescribed by Ministry of Justice Order as being equivalent to shares in the parent company resulting from a partial share exchange, the creditors of the parent company resulting from a partial share exchange may state their objections to the partial share exchange to the parent company resulting from a partial share exchange.
If creditors of a parent company resulting from a partial share exchange may state their objections pursuant to the provisions of the preceding paragraph, relevant parent company resulting from a partial share exchange must give public notice of the matters set forth below in Official Gazette and must give notices inviting objections separately to each known creditor, if any; provided, however, that the period provided in item (iv) must be at least one month:
intent to effect a partial share exchange ;
株式交付をする旨
trade name and address of the subsidiary company resulting from a partial share exchange;
株式交付子会社の商号及び住所
the matters prescribed by Ministry of Justice Order as the matters regarding the financial statements of the parent company resulting from a partial share exchange and subsidiary company resulting from a partial share exchange; and
the fact that creditors may state 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 a parent company resulting from a partial share exchange gives public notice under that paragraph by method of public notice set forth in Article 939, paragraph (1), item (ii) or (iii) in accordance with the provisions of the articles of incorporation pursuant to the provisions of that paragraph beyond Official Gazette, the stock company is not required to give separate notices under the provisions of the preceding paragraph.
If a creditor has not stated an objection within the period of time specified under the terms of paragraph (2) item (iv), the creditor is deemed to have approved the partial share exchange .
If the creditors raise objections within the period under paragraph (2), item (iv), the parent company resulting from a partial share exchange must make payment to or provide appropriate security to relevant creditors, or entrust appropriate assets to a qualified trust company for the purpose of assuring the payment to relevant creditors; provided, however, that this does not apply if there is no risk of harm to that creditors by relevant partial share exchange .
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partial share exchange
「株式交付」
A stock company's acquiring shares of another stock company to make it a subsidiary, handing its own shares to the sellers in exchange; unlike a share exchange, it need not acquire all of them.
Defined inArticle 2, paragraph (1), item (xxxii-2)· applies throughout the law
means of giving public notice
「公告方法」
The way a company, including a foreign company, gives those public notices that no law requires to be published in the Official Gazette, such as in a daily newspaper or by electronic public notice.
Defined inArticle 2, paragraph (1), item (xxxiii)· applies throughout the law
monies, etc.machine translation
「金銭等」
Money and any other property.
Defined inArticle 151, paragraph (1)
trust company, etc.machine translation
「信託会社等」
Trust companies, and banks and other financial institutions that the Prime Minister has authorized under Article 1, paragraph (1) of the Act on Engagement in Trust Business by Financial Institutions to carry on trust business — for example, those with which a company places property in trust for a creditor who objects to a reduction of its stated capital (Article 449).
Defined inArticle 449, paragraph (5)
subsidiary company resulting from a partial share exchangemachine translation
「株式交付子会社」
The stock company whose shares a parent company acquires in a partial share exchange.
Defined inArticle 774-3, paragraph (1), item (i)
parent company resulting from a partial share exchangemachine translation
「株式交付親会社」
The stock company that carries out a partial share exchange, acquiring another stock company's shares in exchange for its own.
Defined inArticle 774-3, paragraph (1), item (i)
share options, etc.
「新株予約権等」
The share options and bonds with share options of the subsidiary in a partial share exchange (where one company pays with its own shares to make another its subsidiary), which the parent company may acquire along with the subsidiary's shares.
Short name set inArticle 774-3, paragraph (1), item (vii)
financial statements
「計算書類」
The financial statements a stock company must prepare for each business year: the balance sheet, the profit and loss statement and the other statements a Ministry of Justice Order (法務省令) sets as needed to show its assets and its profit and loss.
Defined inArticle 779, paragraph (2), item (ii)· applies only in this chapter
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.