①The stock company splitting in an incorporation-type split or the wholly owned subsidiary company resulting from a share transfer must, without delay after the day of formation of the company incorporated in the incorporation-type split or the wholly owning parent company incorporated in a hare transfer, prepare what are provided for in the following items for the categories set forth respectively in those items, jointly with the company incorporated in the incorporation-type split or the wholly owning parent company incorporated in a share transfer:

②The stock company splitting in an incorporation-type split or the wholly owned subsidiary company resulting from a share transfer must, for a period of six months from the day of formation of the company incorporated in the incorporation-type split or the wholly owning parent company incorporated in a share transfer, keep the documents or electronic or magnetic records set forth in the items of the preceding paragraph at its head office.

③Shareholders, creditors and any other interested parties of a stock company splitting in the incorporation-type split may make the following requests to the stock company splitting in the incorporation-type split at any time during its business hours; provided, however, that the fees designated by the stock company splitting in the incorporation-type split are required to be paid in order to make the requests set forth in item (ii) or item (iv):

④The provisions of the preceding paragraph apply mutatis mutandis to a wholly owned subsidiary company resulting from a share transfer. In these cases, the phrase "shareholders, creditors and any other interested parties of a stock company splitting in the incorporation-type split" is deemed to be replaced with "persons who were shareholders or holders of share options of the wholly owned subsidiary company resulting from a share transfer as of the day of formation of the wholly owning parent company incorporated in a share transfer".

The provisions of Article 445, paragraph (4), Article 458 and Part II, Chapter V, Section 6 do not apply to the acts set forth below:

①A membership company conducting any one of the acts below must obtain the consent of all members of the membership company with regard to the consolidation-type merger agreement, etc.;provided, however, that this does not apply if it is otherwise provided for in the articles of incorporation:

②The provisions of Article 810 (excluding paragraph (1), item (iii) and paragraph (2), item (iii)) apply mutatis mutandis to a membership company disappearing in a consolidation-type merger and to a company splitting in an incorporation-type split that is a limited liability company (hereinafter referred to as the "limited liability company splitting in the incorporation-type split" in this Section). In these cases, the phrase "creditors of the stock company splitting in the incorporation-type split who are unable to request the stock company splitting in the incorporation-type split to perform the obligations (including performance of the guarantee obligations that the stock company splitting in the incorporation-type split jointly and severally assumes with the company incorporated in the incorporation-type split as a guarantor) (or, if there are provisions on the matter set forth in Article 763, paragraph (1), item (xii) or Article 765, paragraph (1), item (viii), creditors of the stock company splitting in the incorporation-type split)" in Article 810, paragraph (1), item (ii) is deemed to be replaced with "creditors of the stock company splitting in the incorporation-type split who are unable to request the stock company splitting in the incorporation-type split to perform the obligations (including performance of the guarantee obligations that the stock company splitting in the incorporation-type split jointly and severally assumes with the company incorporated in the incorporation-type split as a guarantor)" and the term "disappearing stock company, etc." in paragraph (3) of that Article is deemed to be replaced with "membership company disappearing in the consolidation-type merger (limited to a limited liability company if the company incorporated in the consolidation-type merger is a stock company or a limited liability company) or the limited liability company splitting in the incorporation-type split".

①The provisions of Part II, Chapter I (excluding Article 27 (excluding items (iv) and (v)), Article 29, Article 31, Article 37, paragraph (3), Article 39, Section 6 and Article 49) do not apply to incorporation of the stock company incorporated in a consolidation-type merger, the stock company incorporated in an incorporation-type split, or a wholly owning parent company incorporated in a share transfer (hereinafter referred to as an "incorporated stock company to be incorporated" in this Division).

②The articles of incorporation of an incorporated stock company to be incorporated are prepared by the consolidated company, etc.

①The stock company incorporated in a consolidation-type merger must, without delay after the day of its formation, prepare documents detailing the rights and obligations that the stock company incorporated in the consolidation-type merger succeeded to by transfer from the companies disappearing in the consolidation-type merger and any other information prescribed by Ministry of Justice Order as concerning a consolidation-type merger, or electronic or magnetic records in which the information has been recorded.

②The stock company incorporated in an incorporation-type split (limited to the stock company incorporated in the incorporation-type split where only one or multiple limited liability companies effect an incorporation-type company split) must, without delay after the day of its formation, prepare, jointly with the limited liability company splitting in the incorporation-type split, documents detailing the rights and obligations that the stock company incorporated in the incorporation-type split succeeded to by transfer from the limited liability company splitting in the incorporation-type split through the incorporation-type company split and any other information prescribed by Ministry of Justice Order as concerning an incorporation-type company split, or electronic or magnetic records in which the information has been recorded.

③Each of the stock companies to be incorporated set forth in the following items must, for a period of six months from the day of its formation, keep what is specified respectively in those items at its head office:

④Shareholders and creditors of the stock company incorporated in a consolidation-type merger may make the following requests to the stock company incorporated in the consolidation-type merger at any time during its business hours; provided, however, that the fees designated by the stock company incorporated in the consolidation-type merger are required to be paid in order to make the requests set forth in item (ii) or item (iv):

⑤The provisions of the preceding paragraph apply mutatis mutandis to the stock company incorporated in the incorporation-type split. In these cases, the phrase "shareholders and creditors" in that paragraph is deemed to be replaced with "shareholders, creditors and any other interested parties", and the term "item (i) of the preceding paragraph" in the items of that paragraph is deemed to be replaced with "item (ii) of the preceding paragraph".

⑥The provisions of paragraph (4) apply mutatis mutandis to the wholly owning parent company incorporated in a share transfer. In these cases, the phrase "shareholders and creditors" in that paragraph is deemed to be replaced with "shareholders and share option holders", and the term "item (i) of the preceding paragraph" in the items of that paragraph is deemed to be replaced with "item (iii) of the preceding paragraph".

①The provisions of Article 575 and Article 578 do not apply to incorporation of a membership company incorporated in a consolidation-type merger or a membership company incorporated in an incorporation-type split (referred to as an "incorporated membership company" in the following paragraph).

②The articles of incorporation of an incorporated membership company are prepared by the consolidated company, etc.

①A parent company resulting from a partial share exchange must keep documents detailing the content of the partial share exchange plan and matters otherwise prescribed by Ministry of Justice Order or electronic or magnetic records in which the information has been recorded at its head office from the day on which the partial share exchange plan began to be kept until six months after the partial share exchange takes effect (hereinafter referred to in this Section as the "effective day").

②"The day on which the partial share exchange plan began to be kept" prescribed in the preceding paragraph is the earliest of the following dates:

③The shareholders of the parent company resulting from a partial share exchange (in cases other than cases where the monies, etc. (excluding the shares of the parent company resulting from a partial share exchange) to be delivered to the transferors of shares and share options, etc. of the subsidiary company resulting from a partial share exchange from the partial share exchange are limited to shares in the parent company resulting from a partial share exchange or those prescribed by Ministry of Justice Order as being equivalent to shares in the parent company resulting from a partial share exchange, shareholders and creditors) may make the following requests to the parent company resulting from a partial share exchange at any time during its business hours; provided, however, that the fees designated by relevant parent company resulting from a partial share exchange are required to be paid in order to submit the requests set forth in items (ii) or (iv):

①A parent company resulting from a partial share exchange must receive approval for the partial share exchange plan by resolution at a general meeting of members by the day immediately prior to the effective day.

②If the book value of the monies, etc. (excluding shares, etc. of the parent company resulting from a partial share exchange) delivered to transferors of shares and share options, etc. of the subsidiary company resulting from a partial share exchange by the parent company resulting from a partial share exchange exceeds the amount prescribed by Ministry of Justice Order as the amount of shares and share options, etc. of the subsidiary company resulting from a partial share exchange to be acquired by the parent company resulting from a partial share exchange, a director must explain to that effect at the shareholders meeting referred to in the preceding paragraph.

③If a parent company resulting from a partial share exchange is a company with class shares, in the cases set forth in the following items, a partial share exchange does not become effective without a resolution at a general meeting of class shareholders constituted by class shareholders of the class of shares provided for respectively in those items (limited to shares with a restriction on transfer and for which the provisions of the articles of incorporation referred to in Article 199, paragraph (4) do not exist) (if there are two or more classes of shares relating to the relevant class shareholders, the respective general meetings of class shareholders constituted by class shareholders categorized by the class of the relevant two or more classes of shares); provided, however, that this does not apply to cases where there is no class shareholder who is able to exercise a voting right at the relevant general meeting of class shareholders: