Chapter I Incorporation
第一章 設立
Article 575Preparation of Articles of Incorporation
第五百七十五条（定款の作成）
In order to incorporate an general partnership company, limited partnership company or limited liability company (hereinafter collectively referred to as "membership company"), persons who intend to be its members must prepare articles of incorporation which must be signed by or record the names of and be affixed with the seals, of all members.
合名会社、合資会社又は合同会社（以下「持分会社」と総称する。）を設立するには、その社員になろうとする者が定款を作成し、その全員がこれに署名し、又は記名押印しなければならない。
The articles of incorporation in the preceding paragraph may be prepared as an electronic or magnetic record. In these cases, measures prescribed by Ministry of Justice Order must be taken in lieu of signing, or the recording of names and affixing of seals, with respect to the data recorded in that electronic or magnetic record.
Articles of incorporation of membership companies must specify or record the following matters:
持分会社の定款には、次に掲げる事項を記載し、又は記録しなければならない。
purposes;
目的
trade name;
商号
location of the head office;
本店の所在地
names and addresses of the members;
社員の氏名又は名称及び住所
whether the members are members with unlimited liability or members with limited liability; and
社員が無限責任社員又は有限責任社員のいずれであるかの別
subject matter invested by the members (limited to the monies, etc. if they are members with limited liability) and the value and standard of evaluation of the same.
社員の出資の目的（有限責任社員にあっては、金銭等に限る。）及びその価額又は評価の標準
If the membership company to be incorporated is a general partnership company, a statement that all of the members are members with unlimited liability must be specified or recorded as the matter set forth in item (v) of the preceding paragraph.
If the membership company to be incorporated is a limited partnership company, a statement that some of the members are members with unlimited liability and other members are members with limited liability must be stated or recorded as the matter set forth in paragraph (1), item (v).
If the membership company to be incorporated is a limited liability company, a statement that all of the members are members with limited liability must be stated or recorded as the matter set forth in paragraph (1), item (v).
第五百七十七条
Beyond what is provided for in the preceding Article, articles of incorporation of a membership company may state or record matters which, under the provisions of this Act, will not become effective unless provided for in the articles of incorporation, or other matters which do not violate any provisions of this Act.
Article 578Performance of Contributions as at Incorporation of Limited Liability Companies
第五百七十八条（合同会社の設立時の出資の履行）
If a membership company to be incorporated is a limited liability company, persons who intend to be members of relevant limited liability company must pay in the entire sum of monies relating to their partnership contribution or deliver the entire property, other than monies, relating to their contribution after the preparation of the articles of incorporation but before the registration of the incorporation of the limited liability company; provided, however, that, if the consent of all persons who intend to be members of the limited liability company is obtained, this does not preclude them from carrying out registration, recording or other acts necessary to assert the creation or transfer of rights against third parties after the incorporation of the limited liability company.
設立しようとする持分会社が合同会社である場合には、当該合同会社の社員になろうとする者は、定款の作成後、合同会社の設立の登記をする時までに、その出資に係る金銭の全額を払い込み、又はその出資に係る金銭以外の財産の全部を給付しなければならない。ただし、合同会社の社員になろうとする者全員の同意があるときは、登記、登録その他権利の設定又は移転を第三者に対抗するために必要な行為は、合同会社の成立後にすることを妨げない。
Article 579Incorporation of Membership Companies
第五百七十九条（持分会社の成立）
A membership company is incorporated by the registration of the incorporation at the location of its head office.
持分会社は、その本店の所在地において設立の登記をすることによって成立する。
electronic or magnetic record
「電磁的記録」
A record made in electronic, magnetic or any other form people cannot perceive directly, of a kind that Ministry of Justice Order (法務省令) specifies as used in computer processing.
Defined inArticle 26, paragraph (2)
monies, etc.machine translation
「金銭等」
Money and any other property.
Defined inArticle 151, paragraph (1)
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.
assert against
対抗
To be able to rely on a right, or on a fact about it, against someone who is not a party to it. Acquiring, losing or changing a right in rem (物権) in land or a building cannot be asserted against third parties until it is registered (登記) (Civil Code, Article 177), and a registered lease of land or a building can be asserted against a person who acquires a right in rem in it, such as a buyer, and against other third parties (Article 605). The Act on Land and Building Leases lets a tenant do without registering the lease itself: a right to use land for a building (借地権) can be asserted against third parties once the tenant owns a registered building on the land (Article 10, paragraph (1)), and a building lease takes effect against anyone who later acquires a right in rem in the building, such as a new owner, once the building has been handed over (Article 31). Some rules protect only a third party who did not know: a rescission for fraud cannot be asserted against a third party who did not know of the fraud and was not careless in not knowing (善意でかつ過失がない) (Civil Code, Article 96, paragraph (3)).
Written by AI using Civil Code, Arts. 96, 177, 605 and Act on Land and Building Leases, Arts. 10, 31 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.