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 .
Read this with the articles around it
(Actions Seeking Invalidation of Acts Concerning the Organization of a Company)
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
Open this provision(Actions Seeking Invalidation of Acts Concerning the Organization of a Company)
incorporation-type company split:within six months from the day on which the incorporation-type company split became effective;
会社の新設分割 新設分割の効力が生じた日から六箇月以内
Open this provision(Actions Seeking Invalidation of Acts Concerning the Organization of a Company)
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
Open this provision(Actions Seeking Invalidation of Acts Concerning the Organization of a Company)
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
Open this provision(Actions Seeking Invalidation of Acts Concerning the Organization of a Company)
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
Open this provision(Actions Seeking Invalidation of Acts Concerning the Organization of a Company)
share issue after the formation of a stock company:within six months 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）
Open this provision(Actions Seeking Invalidation of Acts Concerning the Organization of a Company)
disposition of treasury shares:within six months from the day on which the disposition of treasury shares became effective…
自己株式の処分 自己株式の処分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、自己株式の処分の効力が生じた日から一年以内）
Open this provision(Actions Seeking Invalidation of Acts Concerning the Organization of a Company)
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)…
新株予約権（当該新株予約権が新株予約権付社債に付されたものである場合にあっては、当該新株予約権付社債についての社債を含む。以下この章において同じ。）の発行 新株予約権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、新株予約権の発行の効力が生じた日から一年以内）
Open this provision(Actions Seeking Invalidation of Acts Concerning the Organization of a Company)
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
Open this provision(Actions Seeking Invalidation of Acts Concerning the Organization of a Company)
entity conversion of a company:within six months from the day on which the entity conversion became effective;
会社の組織変更 組織変更の効力が生じた日から六箇月以内
Open this provision(Actions Seeking Invalidation of Acts Concerning the Organization of a Company)
absorption-type merger of a company:within six months from the day on which the absorption-type merger became effective;
会社の吸収合併 吸収合併の効力が生じた日から六箇月以内
Open this provision(Actions Seeking Invalidation of Acts Concerning the Organization of a Company)
consolidation-type merger of a company:within six months from the day on which the consolidation-type merger became effective;
会社の新設合併 新設合併の効力が生じた日から六箇月以内
Open this provision(Actions Seeking Invalidation of Acts Concerning the Organization of a Company)
absorption-type company split:within six months from the day on which the absorption-type company split became effective;
会社の吸収分割 吸収分割の効力が生じた日から六箇月以内
Open this provision(Actions Seeking Invalidation of Acts Concerning the Organization of a Company)
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。
Open this provisioncompany
「会社」
Any of the four kinds of company this Act governs: a stock company (株式会社), a general partnership company (合名会社), a limited partnership company (合資会社) or a limited liability company (合同会社).
Defined inArticle 2, paragraph (1), item (i)· applies throughout the law
public company
「公開会社」
A stock company whose articles of incorporation do not require the company's approval for transfers of at least some of its shares; it need not be listed on a stock exchange.
Defined inArticle 2, paragraph (1), item (v)· applies throughout the law
company with company auditor
「監査役設置会社」
A stock company that has a company auditor whose audit its articles of incorporation do not limit to accounting matters, or that this Act requires to have a company auditor.
Defined inArticle 2, paragraph (1), item (ix)· applies throughout the law
company with nominating committee, etc.machine translation
「指名委員会等設置会社」
A stock company with a nominating committee, an audit committee and a remuneration committee, each made up of directors.
Defined inArticle 2, paragraph (1), item (xii)· applies throughout the law
share option
「新株予約権」
A right that entitles its holder, by exercising it against a stock company, to receive shares of that company.
Defined inArticle 2, paragraph (1), item (xxi)· applies throughout the law
bonds with share options
「新株予約権付社債」
A bond with share options attached to it.
Defined inArticle 2, paragraph (1), item (xxii)· applies throughout the law
bond
「社債」
A money claim against a company, arising from an allotment the company makes under this Act, that is to be repaid according to the terms set under Article 676.
Defined inArticle 2, paragraph (1), item (xxiii)· applies throughout the law
entity conversion
「組織変更」
A company's changing its legal form, either from a stock company into a membership company (a general partnership, limited partnership or limited liability company) or the other way round.
Defined inArticle 2, paragraph (1), item (xxvi)· applies throughout the law
absorption-type merger
「吸収合併」
A merger in which one existing company survives and takes over all the rights and obligations of the other company, which ceases to exist.
Defined inArticle 2, paragraph (1), item (xxvii)· applies throughout the law
consolidation-type merger
「新設合併」
A merger of two or more companies in which all of them cease to exist and a new company formed by the merger takes over all their rights and obligations.
Defined inArticle 2, paragraph (1), item (xxviii)· applies throughout the law
absorption-type company split
「吸収分割」
A stock company or limited liability company's handing over all or part of the rights and obligations of its business to another existing company, which takes them over.
Defined inArticle 2, paragraph (1), item (xxix)· applies throughout the law
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 exchange
「株式交換」
A stock company's having all of its issued shares acquired by another existing stock company or limited liability company, which becomes its sole owner.
Defined inArticle 2, paragraph (1), item (xxxi)· 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
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
treasury sharesmachine translation
「自己株式」
Shares of a stock company that the company itself holds.
Defined inArticle 113, paragraph (4)
membership company
「持分会社」
General partnership companies, limited partnership companies and limited liability companies taken together: the three kinds of company under this Act that are owned by members rather than by shareholders.
Short name set inArticle 575, paragraph (1)
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)
shareholder, etc.machine translation
「株主等」
In the actions to invalidate a company's incorporation or other acts concerning its organization (Article 828 onward), a stock company's shareholders, directors and liquidators, together with its company auditors where it has them, or its executive officers where it is a company with a nominating committee, etc.
Defined inArticle 828, paragraph (2), item (i)· applies only in this section
member, etc.machine translation
「社員等」
A member or liquidator of a membership company, who may sue to have that company's incorporation declared void.
Defined inArticle 828, paragraph (2), item (i)· applies only in this paragraph
company auditor
監査役
An officer of a stock company, elected by the shareholders meeting (Companies Act, Article 329, paragraph (1)), whose job is to audit how the directors carry out their duties and to write an audit report on it (Article 381, paragraph (1)). Not an outside accountant — that is the financial auditor (会計監査人) — and not a director: a company auditor may not also be a director or employee of the company or its subsidiaries (Article 335, paragraph (2)). The term normally runs to the annual shareholders meeting for the last business year ending within four years of election (Article 336, paragraph (1)).
Written by AI using Companies Act, Arts. 329, 335, 336, 381 as a reference.
director
取締役
An officer of a stock company, elected by the shareholders meeting (Companies Act, Article 329, paragraph (1)). Every stock company has at least one (Article 326, paragraph (1)). Where there is no board of directors, the directors run the company's business unless the articles of incorporation say otherwise (Article 348, paragraph (1)), and each of them represents it unless the company has chosen representative directors (代表取締役) or others to do that (Article 349, paragraphs (1) and (3)). Where there is a board (取締役会, board of directors), the directors are its members, and the board decides the business and normally chooses the representative directors from among them (Article 362). The term normally runs to the annual shareholders meeting for the last business year ending within two years of election (Article 332, paragraph (1)).
Written by AI using Companies Act, Arts. 326, 329, 332, 348, 349, 362 as a reference.