A stock company must go into liquidation in the cases set forth below, subject to the provisions of this Chapter:

Stock companies that go into liquidation under the provisions of the preceding Article (hereinafter referred to as "liquidating stock companies") are deemed to remain in existence until the liquidation is completed, to the extent of the purpose of the liquidation.

①A liquidating stock company must have one or more liquidators.

②A liquidating stock company may have a board of liquidators, a company auditor, a board of company auditors or a board of company auditors as prescribed by the articles of incorporation.

③A liquidating stock company the articles of incorporation of which provide that a board of company auditors must be established must establish a board of liquidators.

④A liquidating stock company that was a public company or a large company when it fell under a case set forth in each item of Article 475 must establish a company auditor.

⑤A liquidating stock company that was a company with audit and supervisory committee when it fell under a case set forth in each item of Article 475 and to which the provisions of the preceding paragraph apply, a director who is an audit and supervisory committee member will be the company auditor.

⑥A liquidating stock company that was a company with nominating committee, etc. when it fell under a case set forth in each item of Article 475 and to which the provisions of paragraph (4) apply, an audit committee member will be the company auditor.

⑦The provisions of Chapter IV, Section 2 do not apply to liquidating stock companies.

①The following persons become liquidators of a liquidating stock company:

②In the absence of a liquidator under the provisions of the preceding paragraph, the court appoints the liquidator in response to the petition by the interested parties.

③Notwithstanding the provisions of the preceding two paragraphs, with respect to a liquidating stock company that has dissolved on the grounds set forth in Article 471, item (vi), the court appoints the liquidator in response to a petition by the interested parties or the Minister of Justice or ex officio.

④Notwithstanding the provisions of paragraphs (1) and (2), with respect to a liquidating stock company that has fallen under the cases set forth in Article 475, item (ii) or item (iii), the court appoints the liquidator in response to a petition by the interested parties.

⑤For the purpose of application of the provisions of paragraph (1), item (i) to a liquidating stock company that was a company with audit and supervisory committee when it fell under a case set forth in each item of Article 475, the term "director" in the same item is deemed to be replaced with "director other than a director who is an audit and supervisory committee member".

⑥For the purpose of the application of the provisions of paragraph (1), item (i) to a liquidating stock company that was a company with nominating committee, etc. when it fell under a case set forth in each item of Article 475, the term "director" in the same item is deemed to be replaced with "director who is not an Audit committee member".

⑦Notwithstanding the provisions of Article 335, paragraph (3), at a company with board of company auditors that is a liquidating stock company, which was a company with audit and supervisory committee or a company with nominating committee, etc. when it fell under the case set forth in each item of Article 475, company auditors must be three or more and half or more of them must correspond to all of the following requirements:

⑧The provisions of Article 330, Article 331, paragraph (1), and Article 331-2 apply mutatis mutandis to liquidators, and the provisions of paragraph (5) of Article 331 apply mutatis mutandis to companies with board of liquidators (meaning liquidating stock companies that establish a board of liquidators or liquidating stock companies that must establish a board of liquidators under the provisions of this Act; the same applies hereinafter), respectively. In these cases, "directors" in that paragraph is deemed to be replaced with "liquidators".

①Liquidators (excluding those appointed by the court pursuant to the provisions of paragraphs (2) through (4) of the preceding Article) may be dismissed at any time by a resolution at a shareholders meeting.

②If there are substantial grounds, the court may dismiss a liquidator in response to the petition by the following shareholders:

③For the purpose of the application of the provisions of the items of the preceding paragraph to liquidating stock companies that are not public companies, the phrase "have held, for the consecutive period of past six months or more (or, if a shorter period is provided for in the articles of incorporation, the period)", in those provisions is deemed to be replaced with "hold".

④The provisions of Article 346, paragraphs (1) through (3) apply mutatis mutandis to liquidators.

①If liquidating stock companies effect any of the following changes in the articles of incorporation, company auditors of relevant liquidating stock companies resign when relevant change in the articles of incorporation takes effect:

②The provisions of 336 do not apply to company auditors of liquidating stock companies.

Liquidators perform the following duties:

①A liquidator executes the business of the liquidating stock companies (excluding companies with board of liquidators; hereinafter the same applies in this Article).

②If there are two or more liquidators, the business of the liquidating stock company is determined by a majority of the liquidators, unless otherwise provided for in the articles of incorporation.

③In the cases provided for in the preceding paragraph, the liquidators cannot delegate the determination on the following matters to individual liquidators:

④The provisions of Articles 353 through 357 (excluding paragraph (3)), Article 360 and Article 361, paragraphs (1) and (4) apply mutatis mutandis to liquidators (as to the provisions of these Articles, excluding liquidators appointed by the court under the provisions of Article 478, paragraphs (2) through (4)). In these cases, the phrase "Article 349, paragraph (4)" in Article 353 is deemed to be replaced with "Article 349, paragraph (4)applied mutatis mutandis under Article 483, paragraph (6)", the term "representative director" in Article 354 is deemed to be replaced with "representative liquidator (referring to the representative liquidator provided for in Article 483, paragraph (1))", and the phrase "a company with company auditor or a company with audit and supervisory committee or a company with nominating committee, etc." in Article 360, paragraph (3) is deemed to be replaced with "a company with company auditor".

①A liquidator represents the liquidating stock company;provided, however, that this does not apply if representative liquidators (meaning liquidators who represent the liquidating stock company; the same applies hereinafter) or other persons who represent the liquidating stock company are otherwise prescribed.

②If there are two or more liquidators referred to in the main clause of the preceding paragraph, each liquidator represents the liquidating stock company individually.

③A liquidating stock company (excluding a company with board of liquidators) may appoint representative liquidators from among the liquidators under the articles of incorporation, or through the appointment by the liquidators (excluding those that are appointed by the court pursuant to the provisions of Article 478, paragraphs (2) through (4); hereinafter the same applies in this paragraph) from among themselves pursuant to the applicable provisions of the articles of incorporation, or by the resolution at the shareholders meeting.

④If directors become liquidators pursuant to the provisions of Article 478, paragraph (1), item (i), if representative directors are already specified, relevant representative directors will be the representative liquidators.

⑤If the court appoints liquidators pursuant to the provisions of Article 478, paragraphs (2) through (4), it may prescribe representative liquidators from among those liquidators.

⑥The provisions of Article 349, paragraphs (4) and (5) and Article 351 apply mutatis mutandis to representative liquidators, and the provisions of Article 352 apply mutatis mutandis to persons who are appointed by the provisional disposition order provided for in Article 56 of the Civil Provisional Remedies Act to perform the duties of liquidators or representative liquidators on behalf of them, respectively.

①If it has become clear that the assets of a liquidating stock company are not sufficient to fully discharge its debts, liquidators must immediately file a petition for the commencement of bankruptcy proceedings.

②If a liquidating stock company has become subject to the ruling for the commencement of bankruptcy proceedings, if liquidators have transferred their administration to the trustee in bankruptcy, they are deemed to have completed their duties.

③In the cases provided for in the preceding paragraph, if the liquidating stock company has already made payments to creditors or distributions to shareholders, the trustee in bankruptcy may retrieve the same.

If the court has appointed the liquidator under the provisions of Article 478, paragraphs (2) through (4), the court may prescribe the amount of the remuneration that the liquidating stock companies pay to relevant liquidator.

①If a liquidator fails to discharge the liquidator's duties, the liquidator is liable to compensate these liquidating stock companies for any losses arising as a result.

②If a liquidator engages in any transaction set forth in Article 356, paragraph (1), item (i) in violation of the provisions of Article 356, paragraph (1) applied mutatis mutandis under Article 482, paragraph (4), the amount of the profit obtained by the liquidator or a third party as a result of relevant transaction is presumed to be amount of the losses under the preceding paragraph.

③If a liquidating stock company suffers loss as a result of the transaction provided for in Article 356, paragraph (1), item (ii) or (iii) applied mutatis mutandis under Article 482, paragraph (4), the following liquidators are presumed to have failed to discharge their duties:

④The provisions of Article 424 and Article 428, paragraph (1) apply mutatis mutandis to liquidators' liability under paragraph (1). In these cases, the phrase "Article 356, paragraph (1), item (ii) (including the cases where that item is applied mutatis mutandis under Article 419, paragraph (2))" in Article 428, paragraph (1) is deemed to be replace with "Article 356, paragraph (1), item (ii) applied mutatis mutandis under Article 482, paragraph (4)".

①If liquidators have acted bad faith or with gross negligence in discharging their duties, relevant liquidators are liable to compensate losses arising in a third party as a result thereof.

②The provisions of the preceding paragraph also apply if the liquidators commit the acts provided for in the following items;provided, however, that this does not apply if relevant liquidators have proven that they did not fail to exercise due care with respect to the performance of their duties:

①If liquidators or company auditors are liable to compensate losses arising in the liquidating stock companies or a third party, if other liquidators or company auditors are also liable, these persons will be joint and several obligors.

②In the cases provided for in the preceding paragraph, the provisions of Article 430 do not apply.

①Board of liquidators is organized by all liquidators.

②Board of liquidators performs the following duties:

③Board of liquidators must appoint representative liquidators from among the liquidators;provided, however, that this does not apply if there are other representative liquidators.

④Board of liquidators may remove representative liquidators it appointed and persons who became representative liquidators pursuant to the provisions of Article 483, paragraph (4).

⑤If the court has prescribed representative liquidators under the provisions of Article 483, paragraph (5), the board of liquidators cannot select or remove the representative liquidators.

⑥Board of liquidators cannot delegate the decisions on the execution of important business such as the following matters to the liquidators:

⑦The following liquidators execute the business of the company with board of liquidators:

⑧The provisions of Article 363, paragraph (2), Article 364 and Article 365 apply mutatis mutandis to a company with board of liquidators. In these cases, in Article 363, paragraph (2), the phrase "each item of the preceding paragraph" is deemed to be replaced with "each item of Article 489, paragraph (7)", the term "director" is deemed to be replaced with "liquidator", the term "board of directors" is deemed to be replaced with as "board of liquidators"; in Article 364, the term "Article 353" is deemed to be replaced with "Article 353 applied mutatis mutandis under Article 482, paragraph (4)", the term "board of directors" is deemed to be replaced with "board of liquidators"; in Article 365, paragraph (1), the term "Article 356" is deemed to be replaced with "Article 356 applied mutatis mutandis under Article 482, paragraph (4)", the term "board of directors" is deemed to be replaced with "board of liquidators"; and in Article 365, paragraph (2), the phrase "each item of Article 356, paragraph (1)" is deemed to be replaced with "each item of Article 356, paragraph (1) applied mutatis mutandis under Article 482, paragraph (4)", the term "director" is deemed to be replaced with as "liquidator", and the phrase "to the board of directors" is deemed to be replaced with "to the board of liquidators".

①A board of liquidators meeting is convened by each liquidator;provided, however, that, if the liquidator who convenes the board of liquidators meeting is prescribed by the articles of incorporation or the board of liquidators, relevant liquidator convenes the meeting.

②In the case provided for in the proviso to the preceding paragraph, liquidators other than the liquidator prescribed under the provisions of the proviso to that paragraph (hereinafter in this paragraph referred to as "convener") may request the convener that the convener convene the board of liquidators meeting by indicating to the convener the matters that are the purpose of the board of liquidators meeting.

③If the convener fails to send, within five days from the day of the request under the provisions of preceding paragraph, any notice of convocation of a board of liquidators meeting that specifies a day falling within two weeks from the day of that request as the day of the board of liquidators meeting, the liquidators who made that request may convene the board of liquidators meeting.

④The provisions of Article 367 and Article 368 apply mutatis mutandis to the convocation of the board of liquidators meeting at a company with board of liquidators. In these cases, in Article 367, paragraph (1), the phrase "a company with company auditor, company with audit and supervisory committee and company with nominating committee, etc." is deemed to be replaced with "a company with company auditor, the phrase "any director" is deemed to be replaced with "any liquidator"; in paragraph (2) of the same Article, the phrase "to the directors (or to the convener in the case provided for in the proviso to paragraph (1) of the preceding Article)" is deemed to be replaced with "to the liquidators (or to the convener provided for in Article 490, paragraph (2) in the case provided for in the proviso to paragraph (1) of that Article)"; in paragraph (3) and paragraph (4) of the same Article, the phrase "paragraph (3) of the preceding Article" is deemed to be replaced with "Article 490, paragraph (3)"; in Article 368, paragraph (1),the term "each director" is deemed to be replaced with "each liquidator"; and in paragraph (2) of the same Article, the phrase "directors (or" is deemed to be replaced with "liquidators (or", and "directors and" is deemed to be replaced with "liquidators and".

⑤The provisions of Article 369 through Article 371 apply mutatis mutandis to the resolution of board of liquidators in companies with board of liquidators. In these cases, in Article 369, paragraph (1), the term "of the directors" is deemed to be replaced with "of the liquidators"; in paragraph (2) of the same Article, the term "directors" is deemed to be replaced with "liquidators"; in paragraph (3) of the same Article, the phrase "directors and" is deemed to be replaced with "liquidators and"; in paragraph (5) of the same Article, the phrase "directors who" is deemed to be replaced with "liquidators who"; in Article 370, the phrase "directors submit" is deemed to be replaced with "liquidators submit", and the phrase "directors (" is deemed to be replaced with "liquidators ("; in Article 371, paragraph (3), the phrase "a company with company auditor, company with audit and supervisory committee, and company with nominating committee etc." is deemed to be replaced with "a company with company auditor"; and in paragraph (4) of the same Article, the phrase "officers or executive officers" is deemed to be replaced with "liquidators or company auditors".

⑥The provisions of Article 372, paragraph (1) and paragraph (2) apply mutatis mutandis to the report to board of liquidators at a company with board of liquidators. In these cases, in Article 372, paragraph (1), the phrase "the directors, accounting advisors, company auditors or financial auditors" is deemed to be replaced with "liquidators or company auditors", the phrase "directors (" is deemed to be replaced with "liquidators (", and "directors and" is deemed to be replaced with "liquidators and"; and in Article 372, paragraph (2), and the term "Article 363, paragraph (2)" is deemed to be replaced with "Article 363, paragraph (2)applied mutatis mutandis under Article 489, paragraph (8)";

With respect to liquidating stock companies, out of the provisions in Chapter II (excluding Article 155), Chapter III, Section 1 of Chapter IV, Article 335, paragraph (2), Article 343, paragraph (1) and paragraph (2), Article 345, paragraph (4) applied mutatis mutandis under paragraph (4) of that Article, Article 359, Section 7 and Section 8 of Chapter IV and Chapter VII, provisions regarding directors, representative directors, board of directors or company with board of directors apply to liquidators, representative liquidators, board of liquidators or company with board of liquidators as provisions regarding liquidators, representative liquidators, board of liquidators or company with board of liquidators, respectively.

①Liquidators (or, for companies with board of liquidators, liquidators set forth in each item of Article 489, paragraph (7)) must investigate the current status of the assets of the liquidating stock companies and prepare, pursuant to the provisions of Ministry of Justice Order, the inventory of property and the balance sheet as of the day when the liquidating stock companies has fallen under any of the cases set forth in each item of Article 475 (hereinafter in this Article and following Article referred to as "inventory of property"), without delay after assuming the office.

②At a company with board of liquidators, the inventory of property must be approved by the board of liquidators.

③Liquidators must submit or provide the inventory of property (or, if the provisions of the preceding paragraph apply, the inventory of property approved under that paragraph) to the shareholders meeting and obtain the approval of the same.

④A liquidating stock company must retain its inventory of property from the time of the preparation of relevant inventory of property until the registration completion of the liquidation at the location of its head office.

The court may, in response to a petition or ex officio, order the parties to a lawsuit to submit the inventory of property, in whole or in part.

①A liquidating stock company must prepare a balance sheet and administration report for each liquidation year (referring to each one year period starting on the day immediately following the day when the liquidating stock company has fallen under any of the cases set forth in each item of Article 475 or the corresponding day of that day of the subsequent years (or, if relevant corresponding day does not exist, the immediately preceding day)) as well as annexed detailed statements to accompany them, as prescribed by Ministry of Justice Order.

②The balance sheet, administration reports, and annexed detailed statements accompanying them which are referred to in the preceding paragraph may be prepared as electronic or magnetic records.

③A liquidating stock company must retain its balance sheet under paragraph (1) and the annexed detailed statements accompanying it from the time of the preparation of relevant balance sheet until the registration of the completion of the liquidation at the location of its head office.

①Companies with company auditors (including liquidating stock companies which have the provisions of the articles of incorporation to the effect that the scope of the audit is limited to accounting audit) must have the balance sheet, administration reports, and annexed detailed statements accompanying them which are referred to in paragraph (1) of the preceding Article audited by company auditors pursuant to the provisions of Ministry of Justice Order.

②Companies with board of liquidators must have the balance sheet, administration report, and annexed detailed statements accompanying them which are referred to in paragraph (1) of the preceding Article (or, if the provisions of the preceding paragraph apply, those which have been audited as provided for in the preceding paragraph) approved by the board of liquidators.

①liquidating stock companies must keep the balance sheet and administration report regarding each liquidating administrative year provided for in Article 494, paragraph (1), as well as annexed detailed statements accompanying them (including, if the provisions of paragraph (1) of the preceding Article apply, audit reports, hereinafter in this Article referred to as "balance sheet") at its head office from the day preceding the day of the annual shareholders meeting (or, in the cases provided for in Article 319, paragraph (1), from the day when the proposal under that paragraph is submitted) until the registration of the completion of the liquidation at the location of its head office.

②Shareholders and creditors may make the following request at any time during the business hours of the liquidating stock company;provided, however, that the expense prescribed by relevant liquidating stock company must be paid in order to make the request set forth in item (ii) or item (iv):

③If it is necessary for the purpose of exercising the rights of a member of the parent company of a liquidating stock company, the relevant member of the parent company may, with the permission of the court, make the requests relevant in each item of the preceding paragraph with respect to the balance sheet of relevant liquidating stock company;provided, however, that the expenses prescribed by relevant liquidating stock company must be paid in order to make the requests set forth in item (ii) or item (iv) of that paragraph.

①At liquidating stock company set forth in the following items, liquidators must submit or provide the balance sheet and administration reports provided for in each relevant item to the annual shareholders meeting:

②Balance sheets that have been submitted or provided pursuant to the provisions of the preceding paragraph must be approved by the annual shareholders meeting.

③Directors must report the contents of the administration reports submitted or provided pursuant to the provisions of paragraph (1) to the annual shareholders meeting.

The court may, in response to a petition or ex officio, order the parties to a lawsuit to submit balance sheets under Article 194, paragraph (1) and the annexed detailed statements accompanying them, in whole or in part.

①A liquidating stock company must, without delay after having fallen under each item of Article 475, give public notice in Official Gazette to the creditors of relevant liquidating stock companies to the effect that creditors should state their claims during a certain period of time and must give the notices separately to each known creditor, if any;provided, however, that relevant period cannot be less than two months.

②The public notice pursuant to the provisions of the preceding paragraph must contain a notation to the effect that relevant creditors are excluded from the liquidation unless they state their claims during the period of time.

①A liquidating stock company cannot perform its obligations during the period of time under paragraph (1) of the preceding Article. In these cases, a liquidating stock company cannot be exempted from the liability arising from its failure to perform.

②Notwithstanding the provisions of the preceding paragraph, even during the period of time under paragraph (1) of the preceding Article, a liquidating stock company may, with the permission of the court, perform its obligations relating to claims of minor claims, claims secured by security interests over the assets of the liquidating stock company, or other claims unlikely to be detrimental to other creditors even if performed. In these cases, if there are two or more liquidators, the petition for relevant permission must be made with the consent of all of the liquidators.

①A liquidating stock company may perform its obligations relating to conditional claims, claims of indeterminate duration or other claims of indeterminable amount. In these cases, a petition for the appointment of an appraiser must be filed to the court in order to have these claims evaluated.

②In the cases provided for in the preceding paragraph, a liquidating stock company must perform its obligations relating to the claims under that paragraph in accordance with the evaluations by the appraiser under that paragraph.

③Any expense for the procedures for the appointment of the appraiser under paragraph (1) is borne by the liquidating stock company. The same applies to the expense for the summonses and questions for the purpose of the appraiser's appraisal.

A liquidating stock company cannot distribute its property to its shareholders until after performance of the obligations of relevant liquidating stock company;provided, however, that this does not apply if assets regarded as necessary for the performance of obligations relating to a claim that is the subject of dispute as to its existence or otherwise or as to its amount have been withheld.

①Creditors of a liquidating stock company (excluding known creditors) who fail to state their claims during the period under Article 499, paragraph (1) are excluded from the liquidation.

②Creditors who are excluded from the liquidation pursuant to the provisions of the preceding paragraph may demand the performance with respect to the residual assets that are not distributed.

③If residual assets of a liquidating stock company have been distributed to some shareholders, the assets necessary for the distribution to shareholders other than relevant shareholders in the same proportion as that applied for the distribution received by relevant shareholders are deducted from the residual assets under the preceding paragraph.

①If a liquidating stock company intends to distribute its residual assets, it must prescribe the following matters by decision of liquidators (or, for a company with board of liquidators, by a resolution of the board of liquidators):

②In the cases provided for in the preceding paragraph, if two or more classes of shares with different features as to the distribution of residual assets are issued, the liquidating stock company may prescribe the following matters as the matters set forth in item (ii) of that paragraph in accordance with the features of relevant classes of shares:

③The provisions regarding the matters set forth in paragraph (1), item (ii) must stipulate that the residual assets will be allotted in proportion to the number of the shares (or, if there are provisions with respect to the matters set forth in item (ii) of the preceding paragraph, the number of the shares of each class) held by the shareholders (excluding the relevant liquidating stock company and shareholders of the class of shares referred to in item (i) of the preceding paragraph).

①If residual assets consist of property other than monies, shareholders have the right to demand distribution of monies (meaning the rights to demand that the liquidating stock company deliver monies in lieu of relevant residual assets; hereinafter the same applies in this Article). In these cases, the liquidating stock company must prescribe the following matters by a resolution of liquidators (or, for a company with board of liquidators, by a resolution of board of liquidators):

②In the cases provided for in the preceding paragraph, the liquidating stock company must notify the shareholders of the matters set forth in item (i) of that paragraph no later than 20 days prior to the last day of the period referred to that item.

③A liquidating stock company must pay to shareholders who exercised rights to demand distribution of monies, in lieu of the residual assets allotted to relevant shareholders, monies equivalent to the value of relevant residual assets. In these cases, the amount provided for in each of the following items for the case categories set forth in each the item is the value of relevant residual assets:

If the number in paragraph (1), item (ii) of the preceding Article (hereinafter in this Article referred to as "minimum number of shares") is prescribed, a liquidating stock company must pay to the shareholders who hold shares in a number less than the minimum number of shares (hereinafter in this Article referred to as "below minimum shareholding") the monies equivalent to the amount which is obtained by multiplying the amount prescribed as the value of the residual assets allotted to the shareholders who hold shares in the minimum number of shares in accordance with the applicable provisions of the second sentence of paragraph (3) of the preceding Article by the ratio of the number shares in relevant below minimum shareholding to the minimum number of shares.

①If the administration of a liquidation has concluded, the liquidating stock company must prepare the settlement of accounts pursuant to the provisions of Ministry of Justice Order without delay.

②At a company with board of liquidators, the settlement of accounts must be approved by the board of liquidators.

③Liquidators must submit or provide the settlement of accounts (or, if the provisions of the preceding paragraph apply, the settlement of accounts approved under that paragraph) to the shareholders meeting and obtain the approval of the same.

④If the approval is given under the preceding paragraph, an exemption is deemed to have been given for the liquidators' liability for failure to perform their duties;provided, however, that this does not apply if there has been misconduct regarding the execution of the liquidators' duties.

①A liquidator (or, for a company with board of liquidators, the liquidators set forth in each item of Article 489, paragraph (7)) must retain the books of the liquidating stock company as well as any material data regarding the business and liquidation of the same (hereinafter in this Article referred to as "accounting materials") for a period of ten years from the time of the registration of the completion of the liquidation at the location of head office of the liquidating stock company.

②The court may, in response to the petition by the interested parties, appoint a person to act on behalf of the liquidator in the preceding paragraph in retaining the accounting materials. In these cases, the provisions of that paragraph do not apply.

③The person appointed pursuant to the provisions of the preceding paragraph must retain the accounting materials for a period of ten years from the time of the registration of the completion of the liquidation at the location of head office of the liquidating stock company.

④Expenses regarding the procedures for the appointment under the provisions of paragraph (2) are borne by the liquidating stock company.

①The provisions set forth below do not apply to liquidating stock companies:

②The provisions of Chapter II, Section 4-2 do not apply to cases where a subject company is a liquidating stock company.

③A liquidating stock company may acquire the shares of relevant liquidating stock company, limited to cases where acquisition is effected without consideration or in other cases prescribed by Ministry of Justice Order.

If the court finds that the grounds set forth below exist with respect to a liquidating stock company, it orders relevant liquidating stock company to commence special liquidation in response to the filing under the provisions of Article 514:

①Creditors, liquidators, company auditors or shareholders may file a petition for the commencement of special liquidation.

②If it is suspected that a liquidating stock company is insolvent, liquidators must file a petition for the commencement of the special liquidation.

①If a petition is filed for the commencement of a special liquidation, if the court finds it necessary, it may, at the petition of the creditors, liquidators, company auditors, or shareholders, or ex officio, order that the following procedures or process be suspended until a decision is reached with respect to the petition for the commencement of special liquidation;provided, however, that, with respect to the bankruptcy procedures set forth in item (i), this is limited to cases where the ruling to commence bankruptcy procedures has not yet been issued, and with respect to the procedures set forth in item (ii) or the disposition set forth in item (iii), this is limited to cases where the creditors petitioning for relevant procedures or the persons carrying out the process are not likely to suffer undue loss:

②The provisions of the preceding paragraph also apply if an immediate appeal as referred to in Article 890, paragraph (5) is filed against a ruling to dismiss the petition for the commencement of special liquidation.

A person who filed a petition for the commencement of special liquidation may withdraw relevant petition limited to if it is before the order to commence special liquidation. In these cases, the permission of the court must be obtained if it is after an order to suspend has been issued pursuant to the provisions of the preceding paragraph, a provisional order has been issued pursuant to the provisions of Article 540, paragraph (2) or a disposition has been effected pursuant to the provisions of Article 541, paragraph (2).

If a petition for the commencement of special liquidation has been filed, if the court finds that there are grounds that warrant the commencement of special liquidation, the court orders the commencement of special liquidation, except in cases falling under any of the following:

①If an order to commence special liquidation is issued, a petition may not be filed for commencement of bankruptcy procedures, a judicial enforcement, provisional attachment, provisional disposition or disposition to collect foreign tax arrears, against the assets of a liquidating stock company, nor for property disclosure procedures (limited to those in response to a petition under Article 197, paragraph (1) of the Civil Execution Act (Act No. 4 of 1979); hereinafter the same applies in this paragraph) or procedures for acquiring information from a third party (limited to those pursuant to a petition under Article 205, paragraph (1), item (i), Article 206, paragraph (1), or Article 207, paragraph (1); hereinafter the same applies in this paragraph), and any bankruptcy procedures (limited to those in respect of which a ruling to commence bankruptcy procedures has not yet been issued), judicial enforcement, provisional attachment, or provisional disposition procedures, or disposition to collect foreign tax arrears already being effected against the assets of the liquidating stock company, as well as any property disclosure procedures and procedures for acquiring information from a third party, are suspended;provided, however, that this does not apply with respect to a judicial enforcement, provisional attachment, provisional disposition, property disclosure procedures, or procedures for acquiring information from a third party pursuant to general liens or other claims that have general priority.

②If an order to commence special liquidation has become final and binding, any procedures or dispositions suspended pursuant to the provisions of the preceding paragraph become ineffective in relation to the proceedings for the special liquidation.

③If an order to commence special liquidation is issued, the period of prescription is not completed with respect to the claims of creditors of the liquidating stock company (excluding general liens and other claims that have general priority, claims arising against the liquidating stock company due to special liquidation proceedings, and claims against the liquidating stock company for expenses in connection with special liquidation proceedings; hereinafter in this Section referred to as "agreement claims") until the day on which two months have elapsed since the day of the registration of the rescission of the commencement of special liquidation or since the day of the registration of conclusion of special liquidation provided for in Article 938, paragraph (1), item (ii) or item (iii).

If the court issues an order to commence special liquidation, the court may, in response to a petition by the liquidators, company auditors, creditors or shareholders or ex officio, prescribing a reasonable period of time, order the suspension of procedures to enforce a security interest if the court finds that it suits the general interests of the creditors and those who petitioned for the procedures to enforce the security interest (meaning procedures to enforce the security interest the assets of the liquidating stock company, procedures to enforce charge on whole company assets or judicial enforcement procedures based on the general liens and other claims that have general priority that have already been enforced against the assets of the liquidating stock company; hereinafter the same applies in this Article) are not likely to suffer undue loss.

①Creditors who hold agreement claims (hereinafter in this Section referred to as "agreement claim creditors") may not effect set-offs in the cases set forth below:

②The provisions of item (ii) through item (iv) of the preceding paragraph do not apply if the assumption of debt pursuant to the provisions of those provisions is based on any of the causes set forth below:

①Creditors who owe debts to a liquidating stock company cannot effect the set-off in the cases set forth below:

②The provisions under items (ii) through (iv) of the preceding paragraph do not apply if the acquisition of the agreement claims provided for in those provisions is based on any of the causes set forth below:

In order to participate in special liquidation procedures based on a claim in respect of foreign taxes subject to mutual assistance, an agreement claim creditor holding such a claim must obtain a decision to implement mutual assistance as prescribed in Article 11, paragraph (1) of the Act on Special Provisions for the Enforcement of Tax Treaties.

①If an order to commence special liquidation is issued, the liquidation of the liquidating stock company is subject to supervisions by the court.

②If the court finds it necessary, it may seek a statement of opinion with respect to procedures for the special liquidation of relevant liquidating stock company from the government agency that supervises the business of the liquidating stock company, or entrust the investigations to the same.

③The government agency under the preceding paragraph may state its opinion with respect to the procedures for special liquidation of relevant liquidating stock company to the court.

The court may at any time order a liquidating stock company to report the status of its administration of the liquidation and assets, or otherwise conduct investigations that are necessary for the supervision of the liquidation.

If an order to commence special liquidation is issued, the liquidating stock company must, without delay after the approval under Article 492, paragraph (3) is given, submit the inventory of property (meaning the inventory of property provided for in that paragraph; hereinafter the same applies in this Article);provided, however, that, if the inventory of property has been prepared as an electronic or magnetic record, a document showing the information recorded in that electronic or magnetic record must be submitted to the court.

①If the court finds it necessary after the commencement of special liquidation considering the status of the assets of a liquidating stock company, it may effect the disposition ordering that the matters set forth below be investigated by investigators (hereinafter in Article 533 referred to as "investigation order") in response to a petition by liquidators, company auditors, creditors who have claims equivalent to one tenth or more of the total amount of the claims of creditors that have stated their claims and other creditors known to the liquidating stock company, or shareholders who have held, for the consecutive period of past six months or more (or, if a shorter period is provided for in the articles of incorporation, that period), not less than three hundredths of the voting rights of all shareholders (excluding the shareholders that cannot exercise voting rights on all matters on which resolutions can be passed at the shareholders meeting; or, if any proportion less than that is provided for in the articles of incorporation, that proportion) or shareholders who have held, for the consecutive period of past six months or more (or, if a shorter period is provided for in the articles of incorporation, that period), not less than three hundredths of the issued shares (excluding treasury shares; or, if a lower proportion is provided for in the articles of incorporation, the proportion) or ex officio:

②The amounts of the claims in relation to which creditors who hold security interest (limited to special liens, pledges, mortgages or rights of retention provided for in the provisions of this Act or Commercial Code) with respect to the assets of a liquidating stock company are entitled to payment by exercising those security interests are not included in the amount of the claims under the preceding paragraph.

③For the purpose of the application of the provisions of paragraph (1) to liquidating stock companies that are not public companies, the phrase "have held, for the consecutive period of six months or more (or, if a shorter period is provided for in the articles of incorporation, that period)", in that paragraph is deemed to be replaced with "hold".

If special liquidation is commenced, liquidators assume the duty to perform the liquidation administration in fairness and good faith in relation to creditors, the liquidating stock company and shareholders.

①The court may dismiss liquidators in response to the petition by creditors or shareholders or ex officio if the liquidators do not perform the liquidation administration properly or there otherwise are significant grounds to do so.

②The court appoints liquidators if there is any vacancy in the office of liquidator.

③Even if there are liquidators in office, the court may appoint additional liquidators if the court finds it necessary.

①If necessary, liquidators may appoint one or more liquidators' agents at their own responsibility to cause them perform the duties of the liquidators.

②Permission of the court must be obtained with respect to the appointment of agents of liquidators under the preceding paragraph.

①Liquidators may receive advance payment of the expense, and remuneration determined by the court.

②The provisions of the preceding paragraph apply mutatis mutandis to liquidators' agents.

①The court may appoint one or more supervisors and grant to relevant supervisors the authority to give consent in lieu of the permission under Article 535, paragraph (1).

②Corporations may act as supervisors.

①The court supervises supervisors.

②The court may dismiss supervisors in response to the petition by interested parties or ex officio if the supervisors fail to supervise the management of the business and assets of the liquidating stock company properly or there otherwise are significant grounds to do so.

If there are two or more supervisors, they perform their duties jointly;provided, however, that they may perform their duties individually or divide their duties, with the permission of the court.

①Supervisors may at any time ask liquidators and company auditors of a liquidating stock company and employees, including managers, to provide a report on the business, or investigate the status of the business and property of the liquidating stock company.

②When it is necessary to perform their duties supervisors may ask subsidiary companies of a liquidating stock company to provide reports on the business, or investigate the status of the business and assets of subsidiary companies of the liquidating stock company.

①Supervisors must perform their duties with due care of a prudent manager.

②If supervisors fail to exercise the due care under the preceding paragraph, those supervisors are jointly and severally liable to compensate losses arising in interested parties.

①Supervisors may receive advance payment of the expense, and remunerations determined by the court.

②Supervisors must obtain the permission of the court if, after their appointment, they transfer, or transferred claims owed by the liquidating stock company or shares in the liquidating stock company.

③Supervisors cannot receive payment of expense or remuneration if they engage in the acts provided for in the preceding paragraph without the permission under the preceding paragraph.

If the court issues an investigation order, it must appoint one or more investigating members in investigation order, and prescribe the matters that the investigators ought to investigate and the period in which the investigators are to report the outcome of the investigation to the court.

The provisions of the preceding Subsection (excluding Article 527, paragraph (1) and proviso to Article 529) apply mutatis mutandis to supervisors.

①If an order is issued for the commencement of special liquidation, a liquidating stock company must obtain the permission of the court in order to carry out the acts set forth below;provided, however, that, if supervisors are appointed under the provisions of Article 527, paragraph (1), consent of the supervisors must be obtained in lieu of that permission:

②Notwithstanding the provisions of the preceding paragraph, the permission under that paragraph is not required with respect to the act set forth in items (i) through (v) of that paragraph in the cases set forth below:

③Any act committed without the permission under paragraph (1) or consent of supervisors in lieu thereof is ineffective;provided, however, that the above provision may not be asserted against a third party in good faith.

①If an order for commencement of special liquidation is issued, if a liquidating stock company intends to carry out any act set forth below, it must obtain the permission of the court:

②The provisions of paragraph (3) of the preceding Article apply mutatis mutandis to the acts committed without the permission under the preceding paragraph.

③The provisions of Chapter VII (excluding Article 467, paragraph (1), item (v)) do not apply to the cases of special liquidation.

①If an order is issued for commencement of special liquidation, a liquidating stock company must perform obligations to agreement claim creditors in proportion to the amount of their claims.

②Notwithstanding the provisions of the preceding paragraph, a liquidating stock company may, with the permission of the court, perform its obligations relating to minor claims, claims secured by security interests, or other claims that are unlikely to be detrimental to other creditors even if performed in excess of the proportion of the amount of the claims.

①A liquidating stock company may convert its assets into cash pursuant to the provisions of the Civil Execution Act and other laws and regulations on judicial enforcement procedures. In these cases, the provisions of Article 535, paragraph (1), item (i) do not apply.

②A liquidating stock company may convert the assets that underlie the security interest provided for in Article 522, paragraph (2) (hereinafter in this Article and in the following Article simply referred to as "security interest") into cash pursuant to the provisions of the Civil Execution Act and other laws and regulations on judicial enforcement procedures. In these cases, a person who holds relevant security interest (hereinafter in this Article and in the following Article simply referred to as "security interest holder") may not refuse the conversion into cash.

③In the cases of the preceding two paragraphs, the provisions of Article 63 and Article 129 of the Civil Execution Act (including the cases where those provisions are applied mutatis mutandis under that act and other laws and regulations on judicial enforcement procedures) do not apply.

④If, in the case of paragraph (2), the amount that the security interest holder is to receive is not fixed yet, the liquidating stock company must deposit the proceeds separately. In these cases, the security interest exists with respect to the proceeds so deposited.

①If security interest holders have the right to dispose of the assets that underlie the security interest without relying on the method prescribed by the Act, the court may, in response to the petition by the liquidating stock company, specify the period during which the security interest holders ought to effect the disposition.

②Security interest holders will lose their right under the preceding paragraph if they do not effect disposition during the period under the preceding paragraph.

①If an order is issued for commencement of special liquidation, if the court finds it necessary to supervise the liquidation, the court may, in response to a petition by the creditors, liquidators, company auditors or shareholders or ex officio, order a provisional disposition prohibiting the disposal of the property of the liquidating stock company, or issue any other necessary provisional orders.

②Even during the period from the time when a petition for commencement of special liquidation is filed to the time when a ruling is handed down on relevant petition, if the court finds it necessary, the court may, at the petition of the creditors, liquidators, company auditors or shareholders or ex officio, issue a provisional orders under the provisions of the preceding paragraph. The same applies if an immediate appeal in Article 890, paragraph (5) is filed against the ruling to dismiss the petition for the commencement of special liquidation.

③If the court issues a provisional order under the provisions of the preceding two paragraphs that prohibits the liquidating stock company from paying its creditors or taking any other action to extinguish its obligations to them, the creditors may not, in relation to the special liquidation, assert the validity of any payment or other action extinguishing those obligations which is in contravention of that provisional order;provided, however, that this is limited to if the creditor knows that the provisional order has been issued at the time of that action.

①If an order is issued for commencement of special liquidation, if the court finds that it is necessary to supervise the liquidation, the court, at the petition of the creditors, liquidators, company auditors or shareholders or ex officio, may prohibit a liquidating stock company from entering or recording in the shareholder register any information that is required to be entered in the shareholder register.

②Even during the period from the time when a petition for commencement of special liquidation is filed to the time when a ruling is handed down on relevant petition, if the court finds it necessary, the court may, in response to the petitions by the creditors, liquidators, company auditors or shareholders or ex officio, effect the disposition under the provisions of the preceding paragraph. The same applies if immediate appeal under Article 890, paragraph (5) is filed against the ruling to dismiss the petition for the commencement of special liquidation.

①If an order for commencement of special liquidation is issued, if the court finds it necessary to supervise the liquidation, the court may, with respect to rights to seek damages pursuant to the liability of the incorporators, directors at incorporation, company auditors at incorporation, officers, etc. provided for in Article 423, paragraph (1) or liquidators (hereinafter in this subsection referred to as "subject officers"), in response to the petition by the liquidating stock company or ex officio, effect provisional orders against the assets of relevant subject officers.

②Even during the period from the time when a petition for commencement of special liquidation is filed to the time when a ruling is made with respect to relevant petition, if the court finds it urgently necessary, the court may, at the petition of the liquidating stock company or ex officio, issue a provisional order under the provisions of the preceding paragraph. The same applies if immediate appeal in Article 890, paragraph (5) is filed against the ruling to dismiss a petition for the commencement of special liquidation.

If an order is issued for commencement of special liquidation, if the court finds it necessary to supervise the liquidation, the court may, in response to the petitions by the creditors, liquidators, company auditors or shareholders or ex officio, effect the disposition that prohibits the exemption of liability of the subject officers.

①If an order is issued for commencement of special liquidation, a liquidating stock company may rescind the exemption of liability of subject officers effected within one year prior to or after the time when the petition for commencement of special liquidation was filed. The same applies with respect to the exemption from the liability of subject officers that effected for improper purpose.

②The rights of rescission under the provisions of the preceding paragraph are exercised by filing an action or defense.

③The rights of rescission under the provisions of paragraph (1) cannot be exercised when two years have lapsed from the day when the order was issued for the commencement of special liquidation. The same applies if twenty years have elapsed from the day when subject officers were exempted from liability.

①If an order is issued for commencement of special liquidation, if the court finds it necessary, the court may, in response to the petition by the liquidating stock company or ex officio, pass judgment evaluating the rights to seek damages pursuant to the liability of the subject officers (hereinafter in this Article referred to as "ruling evaluating subject officers' liability")

②If the court commences procedures of the ruling evaluating subject officers' liability ex officio, it must make the determination to that effect.

③If the petition under paragraph (1) is filed or the ruling in the preceding paragraph is made, a judicial claim is deemed to have been made in connection with postponement of expiration of the prescription period and renewal of the prescription period, it is deemed that a judicial claim has been made.

④The procedures for the ruling evaluating subject officers' liability (excluding those after the ruling evaluating subject officers' liability) will end if the special liquidation is ended.

①Creditors meetings may be convened whenever it is required to implement special liquidation.

②A creditors meeting is convened by the liquidating stock company, except if convened pursuant to the provisions of paragraph (3) of the following Article.

①Agreement claim creditors who have agreement claims equivalent to one tenth or more of the total amount of the agreement claims of agreement claim creditors that have stated their claims and other agreement claim creditors known to the liquidating stock company may demand, by disclosing the matters that are the purpose of the creditors meeting and the reasons of the convocation, that the liquidating stock company convene a creditors meeting.

②The amount of the agreement claims in relation to which agreement claim creditors who hold security interest provided for in Article 522, paragraph (2) with respect to the assets of a liquidating stock company are entitled by exercising their security interest is not included in the amount of the agreement claims under the preceding paragraph.

③In the following cases, agreement claim creditors who made the demand pursuant under the provisions of paragraph (1) may convene the creditors meeting with the permission of the court:

①A person calling a creditors meeting (hereinafter in this Subsection referred to as "convener") must decide the following matters if the person calls a creditors meeting:

②If a liquidating stock company calls a creditors meeting, relevant liquidating stock company must decide with respect to each agreement claim whether or not voting rights can be exercised at the creditors meeting and the amount of the same.

③If a person other than a liquidating stock company calls a creditors meeting, relevant convener must demand that the liquidating stock company decide the matters provided for in the preceding paragraph. In such a case, if that demand is made, the liquidating stock company must decide the matters provided for in that paragraph.

④An agreement claim creditor holding a security interest provided for in Article 522, paragraph (2) with respect to the property of a liquidating stock company has no voting rights as regards the amount of the agreement claim for which it is entitled to receive payment upon the exercise of its security interest.

⑤An agreement claim creditor has no voting rights as regards a claim in respect of foreign taxes subject to mutual assistance.

①In order to convene a creditors meeting, the convener must give the written notice thereof to agreement claim creditors who stated their claims and other agreement claim creditors known to the liquidating stock company and the liquidating stock company, no later than two weeks prior to the day of the creditors meeting.

②In lieu of the sending of the written notice referred to in the preceding paragraph, the convener may send the notice by electronic or magnetic means with the approval of the agreement claim creditors in accordance with the provisions of Cabinet Order. In these cases, relevant convener is deemed to have sent the written notice under that paragraph.