If one or multiple stock companies or limited liability companies effect an incorporation-type company split, if the company that is incorporated in the incorporation-type company split is a stock company, the registration of a change must be completed with regard to the companies effecting the incorporation-type company split and the registration of incorporation must be completed with regard to the company that is incorporated in the incorporation-type company split, at the location of the head office, within two weeks from the days specified in the following items for the categories of cases set forth respectively in those items:
if the company effecting the incorporation-type company split is only a stock company, whichever of the following days that is the latest:
in cases other than those prescribed in Article 805, the day of the resolution at the shareholders meeting referred to in Article 804, paragraph (1);
if a resolution at a general meeting of class shareholders is required to effect the incorporation-type company split, the day of relevant resolution;
in cases other than those prescribed in Article 805, the day on which twenty days have elapsed from the day of the notice under the provisions of Article 806, paragraph (3) or the public notice relevant in paragraph (4) of that Article;
if there are share option holders who are to receive the notice under the provisions of Article 808, paragraph (3), the day on which twenty days have elapsed from the day of the notice under the provisions of that paragraph or the public notice referred to in paragraph (4) of that Article;
if the procedures under the provisions of Article 810 need to be carried out, the day on which relevant procedures are completed; or
第八百十条の規定による手続をしなければならないときは、当該手続が終了した日
the day decided on by the stock company effecting the incorporation-type company split (or, if two or more stock companies jointly effect the incorporation-type company split, the day decided on by an agreement between relevant two or more stock companies effecting the incorporation-type company split);
新設分割をする株式会社が定めた日（二以上の株式会社が共同して新設分割をする場合にあっては、当該二以上の新設分割をする株式会社が合意により定めた日）
if the company effecting the incorporation-type company split is only a limited liability company, whichever of the following days that is the latest:
the day on which the consent of all members referred to in Article 813, paragraph (1) has been obtained (or, in the cases prescribed in the proviso to that paragraph, the day on which the procedures provided for in the articles of incorporation have been completed);
if the procedures under the provisions of Article 810 as applied mutatis mutandis pursuant to Article 813, paragraph (2) need to be carried out, the day on which relevant procedures were completed; or
the day decided on by the limited liability company effecting the incorporation-type company split (or, if two or more limited liability companies jointly effect the incorporation-type company split, the day decided on by an agreement between relevant two or more limited liability companies effecting the incorporation-type company split); and
新設分割をする合同会社が定めた日（二以上の合同会社が共同して新設分割をする場合にあっては、当該二以上の新設分割をする合同会社が合意により定めた日）
if the company effecting the incorporation-type company split include both a stock company and a limited liability company, whichever of the days specified in the preceding two items that is later.
If one or multiple stock companies or limited liability companies effect an incorporation-type company split, and the company that is incorporated in the incorporation-type company split is a membership company, the registration of a change must be completed with regard to the companies effecting the incorporation-type company split and the registration of incorporation must be completed with regard to the company that is incorporated in the incorporation-type company split, at the location of the head office, within two weeks from the days specified in the following items for the categories of cases set forth respectively in those items:
if the company effecting the incorporation-type company split is only a stock company, whichever of the following days that is the latest:
in cases other than those prescribed in Article 805, the day of the resolution at the shareholders meeting set forth in Article 804, paragraph (1);
if a resolution at a general meeting of class shareholders is required to effect the incorporation-type company split, the day of relevant resolution;
in cases other than those prescribed in Article 805, the day on which twenty days have elapsed from the day of the notice under the provisions of Article 806, paragraph (3) or the public notice referred to in paragraph (4) of that Article;
if the procedures under the provisions of Article 810 need to be carried out, the day on which relevant procedures were completed; or
第八百十条の規定による手続をしなければならないときは、当該手続が終了した日
the day decided on by the stock company effecting the incorporation-type company split (or, if two or more stock companies jointly effect the incorporation-type company split, the day decided on by an agreement between relevant two or more stock companies effecting the incorporation-type company split);
新設分割をする株式会社が定めた日（二以上の株式会社が共同して新設分割をする場合にあっては、当該二以上の新設分割をする株式会社が合意により定めた日）
if the company effecting the incorporation-type company split is only a limited liability company, whichever of the following days that is the latest:
the day on which the consent of all members referred to in Article 813, paragraph (1) has been obtained (or, in the cases prescribed in the proviso to that paragraph, the day on which the procedures provided for in the articles of incorporation have been completed);
if the procedures under the provisions of Article 810 as applied mutatis mutandis pursuant to Article 813, paragraph (2) need to be carried out, the day on which relevant procedures were completed; or
the day decided on by the limited liability company effecting the incorporation-type company split (or, if two or more limited liability companies jointly effect the incorporation-type company split, the day decided on by an agreement between relevant two or more limited liability companies effecting the incorporation-type company split); and
新設分割をする合同会社が定めた日（二以上の合同会社が共同して新設分割をする場合にあっては、当該二以上の新設分割をする合同会社が合意により定めた日）
if the company effecting the incorporation-type company split include both a stock company and a limited liability company, whichever of the days specified in the preceding two items that is later.
Read this with the articles around it
company
「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
general meeting of class shareholders
「種類株主総会」
A meeting of the shareholders who hold a particular class of shares in a company with class shares.
Defined inArticle 2, paragraph (1), item (xiv)· 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
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)
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.
registration
登記
Entry in a public register kept by a registry office (登記所) — a Legal Affairs Bureau or one of its branch offices — so that the matter is made public (Real Property Registration Act, Articles 1 and 6, paragraph (1)). Rights in land and buildings, such as ownership, a superficies (地上権), a statutory lien (先取特権), a mortgage and a right of lease (賃借権), can be registered under that Act (Article 3), and matters the Commercial Code, the Companies Act and other Acts require to be registered are registered under the Commercial Registration Act (Article 1). Registration also lets a right be asserted against third parties: acquiring, losing or changing a right in rem (物権) in land or a building, such as ownership, cannot be asserted against third parties until it is registered (Civil Code, Article 177), and a matter the Companies Act requires to be registered cannot be asserted against a third party who does not know of it until it has been registered, nor, even after that, against one who had a justifiable reason for not knowing of the registration (Companies Act, Article 908, paragraph (1)).
Written by AI using Real Property Registration Act, Arts. 1, 3, 6, Commercial Registration Act, Art. 1, Civil Code, Art. 177 and Companies Act, Art. 908 as a reference.
shareholders meeting
株主総会
The meeting of a stock company's shareholders, and the body through which they decide the company's basic matters. It elects the directors and company auditors (Companies Act, Article 329, paragraph (1)) and changes the articles of incorporation (Article 466). In a company without a board of directors it may decide any matter about the company; in one with a board, only what the Act or the articles of incorporation leave to it (Article 295). An annual shareholders meeting must be called after the end of every business year, and another may be called whenever needed (Article 296). A resolution normally passes by a majority of the votes present, with holders of a majority of the votes entitled to vote attending (Article 309, paragraph (1)).
Written by AI using Companies Act, Arts. 295, 296, 309, 329, 466 as a reference.