Article 828Actions Seeking Invalidation of Acts Concerning the Organization of a Company
第八百二十八条（会社の組織に関する行為の無効の訴え）
Invalidation of the acts set forth in the following items may only be asserted by filing an action during the periods specified respectively in those items:
次の各号に掲げる行為の無効は、当該各号に定める期間に、訴えをもってのみ主張することができる。
incorporation of a company:within two years from the day of formation of the company;
会社の設立 会社の成立の日から二年以内
share issue after the formation of a stock company:within six months from the day on which the share issue became effective (or, for a stock company which is not a public company, within one year from the day on which the share issue became effective);
株式会社の成立後における株式の発行 株式の発行の効力が生じた日から六箇月以内（公開会社でない株式会社にあっては、株式の発行の効力が生じた日から一年以内）
disposition of treasury shares:within six months from the day on which the disposition of treasury shares became effective (or, for a stock company which is not a public company, within one year from the day on which the disposition of treasury shares became effective);
share option (if the share options are those attached to bonds with share options, it includes the bonds concerning bonds with share options; hereinafter the same applies in this Chapter) issue:within six months from the day on which the issuance of share options came into effect (or, for a stock company which is not a public company, within one year from the day on which the issuance of share options came into effect);
reduction in the amount of stated capital of a stock company:within six months from the day on which the reduction in the amount of stated capital became effective;
株式会社における資本金の額の減少 資本金の額の減少の効力が生じた日から六箇月以内
entity conversion of a company:within six months from the day on which the entity conversion became effective;
absorption-type merger of a company:within six months from the day on which the absorption-type merger became effective;
consolidation-type merger of a company:within six months from the day on which the consolidation-type merger became effective;
absorption-type company split:within six months from the day on which the absorption-type company split became effective;
incorporation-type company split:within six months from the day on which the incorporation-type company split became effective;
share exchange of a stock company:within six months from the day on which the share exchange became effective;
株式会社の株式交換 株式交換の効力が生じた日から六箇月以内
share transfer of a stock company:within six months from the day on which the share transfer became effective; and
株式会社の株式移転 株式移転の効力が生じた日から六箇月以内
partial share exchange of a stock company:within six months from the day in which the partial share exchange became effective.
株式会社の株式交付 株式交付の効力が生じた日から六箇月以内
An action seeking invalidation of the acts set forth in the following items may be filed only by the persons specified in each of those items:
次の各号に掲げる行為の無効の訴えは、当該各号に定める者に限り、提起することができる。
the act set forth in item (i) of the preceding paragraph:a shareholder, etc. (meaning a shareholder, director or liquidator (or, for a company with company auditor(s), it means a shareholder, director, company auditor or liquidator, and for a company with nominating committee, etc., it means a shareholder, director, executive officer or liquidator); hereinafter the same applies in this Section) of the incorporated stock company or a member, etc. (meaning a member or liquidator; hereinafter the same applies in this paragraph) of the incorporated membership company;
前項第一号に掲げる行為 設立する株式会社の株主等（株主、取締役又は清算人（監査役設置会社にあっては株主、取締役、監査役又は清算人、指名委員会等設置会社にあっては株主、取締役、執行役又は清算人）をいう。以下この節において同じ。）又は設立する持分会社の社員等（社員又は清算人をいう。以下この項において同じ。）
the act set forth in item (ii) of the preceding paragraph:a shareholder, etc. of the relevant stock company;
the act set forth in item (iii) of the preceding paragraph:a shareholder, etc. of the relevant stock company;
the act set forth in item (iv) of the preceding paragraph:a shareholder, etc. or a share option holder of the relevant stock company;
the act set forth in item (v) of the preceding paragraph:a shareholder, etc., the trustee in bankruptcy or a creditor, who did not give approval to the reduction in the amount of stated capital, of the relevant stock company;
the act set forth in item (vi) of the preceding paragraph:a person who was a shareholder, etc. or a member, etc. of the company effecting the entity conversion as of the day on which relevant act became effective or a shareholder, etc., a member, etc., the trustee in bankruptcy or a creditor, who did not give approval to the entity conversion, of the company after the entity conversion;
the act set forth in item (vii) of the preceding paragraph:a person who was a shareholder, etc. or a member, etc. of the company effecting the absorption-type merger as of the day on which relevant act became effective or a shareholder, etc., a member, etc., the trustee in bankruptcy or a creditor, who did not give approval to the absorption-type merger of the company surviving the absorption-type merger;
the act set forth in item (viii) of the preceding paragraph:a person who was a shareholder, etc. or a member, etc. of the company effecting the consolidation-type merger as of the day on which relevant act became effective or a shareholder, etc., a member, etc., the trustee in bankruptcy or a creditor, who did not give approval to the consolidation-type merger, of the company that is incorporated in the consolidation-type merger;
the act set forth in item (ix) of the preceding paragraph:a person who was a shareholder, etc. or a member, etc. of the company that has concluded the absorption-type company split agreement as of the day on which relevant act became effective or a shareholder, etc., a member, etc., the trustee in bankruptcy or a creditor, who did not give approval to the absorption-type company split, of the company that has concluded the absorption-type company split agreement;
the act set forth in item (x) of the preceding paragraph:a person who was a shareholder, etc. or a member, etc. of the company effecting the incorporation-type company split as of the day on which relevant act became effective or a shareholder, etc., a member, etc., the trustee in bankruptcy or a creditor, who did not give approval to the incorporation-type company split, of the company effecting the incorporation-type company split or the company that is incorporated in the incorporation-type company split;
the act set forth in item (xi) of the preceding paragraph:a person who was a shareholder, etc. or a member, etc. of the company that has concluded the share exchange agreement as of the day on which relevant act became effective or a shareholder, etc., a member, etc., the trustee in bankruptcy or a creditor, who did not give approval to the share exchange, of the company that has concluded the share exchange agreement; and
the act set forth in item (xii) of the preceding paragraph:a person who was a shareholder, etc. of the stock company transferring the shares as of the day on which relevant act became effective; a shareholder, etc. or the trustee in bankruptcy of the stock company incorporated in the share transfer; or a creditor of the stock company incorporated in the share transfer who did not give approval to the share transfer.
the act set forth in item (xiii) of the preceding paragraph:a person who was a shareholder, etc. of the parent company resulting from a partial share exchange as of the day on which relevant act became effective; a person who delivered shares or share options, etc. of the subsidiary company resulting from a partial share exchange when the partial share exchange is effected; or a shareholder, etc. of the parent company resulting from a partial share exchange or a trustee in bankruptcy or creditor who did not approve the partial share exchange .