①Members are jointly and severally liable for the performance of obligations of the membership company in the cases set forth below:

②Members with limited liability are liable for the performance of the obligations of the membership company to the extent of the value of their investment (excluding the value of the contributions already performed to the membership company).

①If members are liable for the performance of the obligations of a membership company, the members may assert defenses against the creditors of relevant membership company that the membership company may raise against creditors.

②In the cases provided for in the preceding paragraph, if a membership company has a right to set-off, right to rescind or right to terminate against its creditors, the members may refuse the performance of obligations to relevant creditors, up to the amount of the membership company's obligations that are to be released as a result of the exercise of those rights.

①If a member provides monies as the subject matter of a contribution, if the member fails to effect that contribution, relevant member must compensate the loss in addition to the payment of interest on that contribution.

②If a member provides claims as the subject matter of a contribution, if the obligor of relevant claims fails to perform the obligations when they become due, relevant member must be liable for the performance of the same. In these cases, relevant member must compensate the loss in addition to the payment of interest on the obligations.

①If a member with limited liability has become a member with unlimited liability, the person who has become relevant member with unlimited liability is also liable as a member with unlimited liability for the performance of the obligations of the membership company that arose before relevant person became a member with unlimited liability.

②Even if a member with limited liability (excluding members of limited liability company) reduce the value of the contributions, relevant member with limited liability is liable to the extent of the member's pre-existing liability for the obligations of the membership company that arose before the registration to that effect.

③Even if a member with unlimited liability has become a member with limited liability, the person who has become such a member with limited liability is liable as a member with unlimited liability for the performance of the obligations of the membership company that arose before the registration to that effect.

④The liability under the preceding two paragraphs to the creditors of the membership company who do not make their claims, or do not give an advance notice of their claims, within two years from the day of relevant registration is extinguished when two years have elapsed from the day of the registration in the preceding two paragraphs.

A minor who is permitted to become a member with unlimited liability of a membership company is deemed to be a person with capacity to act regarding any act committed in the minor's capacity as a member.

①A member cannot transfer all or part of the member's own equity interests to others without the approval of all other members.

②Notwithstanding the provisions of the preceding paragraph, a member with limited liability who does not execute business may transfer some or all of the 'ember's own equity interests to others if the approval of all other members who execute the business is obtained.

③Notwithstanding the provisions of Article 637, if a change in the articles of incorporation arises in conjunction with the transfer of equity interests of any member with limited liability who does not execute the business, the change in the articles of incorporation due to the transfer of that equity interest may be effected with the consent of all members who execute the business.

④The provisions of the preceding three paragraphs do not preclude the provisions to the contrary in the articles of incorporation.

①A member who transferred all of the member's own equity interests to others is liable to the extent of the member's pre-existing liability for the obligations of the membership company that arose before the registration to that effect.

②Liability in the preceding paragraph to the creditors of the membership company who do not state their claims or do not give an advance notice of their claims, within two years from the day of relevant registration is extinguished when two years have elapsed from the day of the registration in that paragraph.

①membership companies may not accept the transfer of some or all of their own equity interests.

②If a membership company has acquired any equity interest in relevant membership company, relevant equity interest is extinguished when relevant membership company acquires the same.

①If a member with limited liability of a limited partnership company engages in an act that causes relevant member with limited liability to be mistaken as a member with unlimited liability, relevant member with limited liability assumes the same liability as that assumed by a member with unlimited liability in relation to persons who transact with the limited partnership company based on that mistaken belief.

②If a member with limited liability of a limited partnership company or limited liability company engages in an act that causes mistake as to the extent of the liability of relevant member with limited liability(excluding that in the preceding paragraph), relevant member with limited liability assumes the liability to perform the obligations of relevant limited partnership company or limited liability company in relation to persons who transact with the limited partnership company or limited liability company on the bases of that mistaken belief, to the extent of the liability so mistaken.

①If a person who is neither a member of a general partnership company nor limited partnership company engages in an act that causes relevant person to be mistaken as a member with unlimited liability, relevant person assumes the same liability as that assumed by a member with unlimited liability in relation to persons who transact with the general partnership company or limited partnership company on the bases of that mistaken belief.

②If a person who is a member in neither a limited partnership company nor limited liability company engages in an act that causes relevant person to be mistaken as a member with limited liability, relevant person assumes liability to perform the obligations of relevant limited partnership company or limited liability company in relation to persons who transact with the limited partnership company or limited liability company on the bases of that mistaken belief the to the extent of the liability so mistaken.