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Searched the Japanese text of the laws as today. Type English to search the English translations instead.

Terms

無効(むこう)

Having no legal effect from the start. A void act does not take effect even if the parties later confirm it; confirming it knowing it is void counts as making a new act (Civil Code…

Written by AI using Civil Code, Arts. 90, 119, Act on Land and Building Leases, Art. 9, Consumer Contract Act, Art. 8 and Labor Standards Act, Art. 13 as a reference.

公正証書(こうせいしょうしょ)

A document drawn up by a notary (公証人), a public officer appointed by the Minister of Justice, at the request of the people concerned (Notary Act, Articles 1 and 11). A notary will…

Written by AI using Notary Act, Arts. 1, 11, 26 and Act on Land and Building Leases, Arts. 22, 23, 38 as a reference.

取消し(とりけし)

Undoing a legal act, such as an offer or acceptance of a contract (意思表示, a manifestation of intention), that the law says may be rescinded: for example one made through an importan…

Written by AI using Civil Code, Arts. 5, 95, 96, 120, 121, 122, 124, 125, 126 and Consumer Contract Act, Arts. 4, 7 as a reference.

損害賠償(そんがいばいしょう)

Compensation for loss one person has caused another. A debtor who does not perform an obligation as it should be performed, or cannot perform it, must compensate the creditor for t…

Written by AI using Civil Code, Arts. 415, 417, 420, 709, 722 and Consumer Contract Act, Art. 9 as a reference.

解除(かいじょ)

Ending a contract by one party's notice to the other, where the contract or the law gives that party a right to cancel (Civil Code, Article 540, paragraph (1)). The Civil Code lets…

Written by AI using Civil Code, Arts. 121, 540, 541, 542, 545, 620 as a reference.

法律行為(ほうりつこうい)

An act by which a person, by manifesting their intention (意思表示), brings about the legal effect they intend, such as making a contract or buying everyday goods (Civil Code, Articles…

Written by AI using Civil Code, Arts. 3-2, 4, 5, 9, 90, 91, 119, 121, 127, 522 and Act on General Rules for Application of Laws, Arts. 7, 8, 10, 11, 12 as a reference.

意思表示(いしひょうじ)

A person's expression of an intention to which the law gives a legal effect, such as an offer to conclude a contract, which shows its terms and forms the contract once the other pa…

Written by AI using Civil Code, Arts. 93, 94, 95, 96, 97, 98, 99, 123, 522, 527, 540, Consumer Contract Act, Art. 4 and Act on Specified Commercial Transactions, Arts. 6, 9-3 as a reference.

公の秩序又は善良の風俗(おおやけのちつじょまたはぜんりょうのふうぞく)

Public order and good morals, called 公序 (public policy) for short in the heading of Article 42 of the Act on General Rules for Application of Laws. The law refuses effect to what g…

Written by AI using Civil Code, Art. 90 and Act on General Rules for Application of Laws, Arts. 3, 42 as a reference.

action for the declaration of nullity, etc.

無効等確認の訴え(むこうとうかくにんのうったえ)

A lawsuit asking the court to declare whether a disposition (処分) or determination (裁決) exists, or whether it has legal effect.

処分若しくは裁決の存否又はその効力の有無の確認を求める訴訟

action seeking invalidation of acquisition of shares, etc. subject to the cash-out

売渡株式等の取得の無効の訴え(うりわたしかぶしきとうのしゅとくのむこうのうったえ)

A lawsuit claiming that a special controlling shareholder's acquisition of all the shares, etc. subject to a cash-out is void, which only the persons listed in Article 846-2, paragraph (2) may bring.

action seeking invalidation of new share issue

新株発行の無効の訴え(しんかぶはっこうのむこうのうったえ)

An action asking the court to declare invalid an issue of shares that a stock company made after it was incorporated, brought against the company that issued them.

old share certificates

旧株券(きゅうかぶけん)

Share certificates for shares that have lost effect because a court declared their issue, or a similar corporate action, void; the company may ask holders to hand them back in exchange for what it must pay or return.

前条の規定により効力を失った株式に係る株券

liquidating stock companies

清算株式会社(せいさんかぶしきがいしゃ)

A stock company that is being wound up, which is treated as still existing for the purposes of the liquidation until the liquidation is completed.

liquidating membership companies

清算持分会社(せいさんもちぶんがいしゃ)

A membership company that is being wound up, which is treated as still existing for the purposes of the liquidation until the liquidation is completed.

shareholders meeting, etc.

株主総会等(かぶぬしそうかいとう)

In the section on lawsuits about a company's organization and Article 937, paragraph (1), item (i)(g), a shareholders meeting (株主総会), class shareholders meeting (種類株主総会), organizational meeting (創立総会) or class organizational meeting (種類創立総会).

action concerning organization of company

会社の組織に関する訴え(かいしゃのそしきにかんするうったえ)

The lawsuits listed in Article 834 that challenge a company's basic acts, such as its incorporation, a merger, a company split, a share exchange, a share issue or a shareholders meeting resolution, each of which must be brought against the defendant that Article names.

former wholly owning parent company

旧完全親会社(きゅうかんぜんおやがいしゃ)

The company that acquired all the shares of another company in a share exchange or share transfer that a court has since declared void.

shares of the former wholly owning parent company

旧完全親会社株式(きゅうかんぜんおやがいしゃかぶしき)

The shares of the former wholly owning parent company handed out in a share exchange or share transfer later declared void, in return for which that parent must give back the subsidiary's shares.

shares of the former wholly owned subsidiary company

旧完全子会社株式(きゅうかんぜんこがいしゃかぶしき)

The shares of the former wholly owned subsidiary company that its shareholders gave up in a share exchange or share transfer later declared void, and which the former parent must hand back.

former wholly owned subsidiary company

旧完全子会社(きゅうかんぜんこがいしゃ)

The company whose shares were all acquired by another company in a share exchange or share transfer that a court has since declared void.

shares of the former parent company resulting from a partial share exchange

旧株式交付親会社株式(きゅうかぶしきこうふおやがいしゃかぶしき)

The shares a parent company handed out in a partial share exchange later declared void, in return for which it must give back what it received.

splitting corporation

分割法人(ぶんかつほうじん)

The corporation that made a company split (分割), to which property has come to belong again because a judgment invalidating the split has become final, as Article 14-9, paragraph 1, item 7 uses the term.

shares, etc. of the former subsidiary company resulting from a partial share exchange

旧株式交付子会社株式等(きゅうかぶしきこうふこがいしゃかぶしきとう)

The shares and share options, etc. of the subsidiary that a parent company received in a partial share exchange later declared void, and which it must give back.

cancellation judgment, etc.

取消判決等(とりけしはんけつとう)

In Article 35, a court judgment that sets aside, or declares void or non-existent, a decision (処分) against a qualified consumer organization (適格消費者団体) rescinding its certification, refusing to renew it, or refusing to approve its merger or the transfer of its whole business.

personal status litigation

人事訴訟(じんじそしょう)

In Articles 2 and 4 of the supplementary provisions (附則) of Act No. 48 of 2022, personal status litigation as defined in Article 2 of the Personal Status Litigation Act: litigation on an action to form a personal status relationship (身分関係) or to confirm whether one exists, such as an action for divorce, for the nullity or annulment of a marriage or an adoption, or to confirm whether a parent-child relationship exists.

人事訴訟法第二条に規定する人事訴訟