Article 29Demand for Objections from Creditors in the Case of Transfer of Business of a Transferring Company, etc.
第二十九条（被承継会社の事業の譲渡の場合の債権者の異議の催告等）
A transferring specified business operator, etc. stated in a certified management capacity improvement plan (limited to one that states matters concerning business succession, etc. (limited to those pertaining to the acquisition of a business among the measures listed in Article 2, paragraph (10), item (vii))) that is a stock company (hereinafter referred to as a "transferring company" in this paragraph and paragraph (4)) may, when a resolution of a shareholders meeting or board of directors, or a decision of an executive officer, has been made on the transfer of all or part of its business carried out in accordance with that certified management capacity improvement plan, within two weeks from the date of that resolution or decision, give notice separately to each specified creditor (meaning, among persons that hold claims against that transferring company, a person that, upon the transfer of all or part of that business, comes to hold a claim against the person acquiring all or part of that business and ceases to hold that claim against that transferring company; the same applies in paragraphs (3) and (4)) of the outline of the transfer of all or part of that business, and demand that, if they have any objection to the transfer of all or part of that business, they state it within a certain period.
認定経営力向上計画（事業承継等（第二条第十項第七号に掲げる措置のうち事業の譲受けに係るものに限る。）に係る事項の記載があるものに限る。）に記載された被承継等特定事業者等であって株式会社であるもの（以下この項及び第四項において「被承継会社」という。）は、当該認定経営力向上計画に従って行われる事業の全部又は一部の譲渡について株主総会若しくは取締役会の決議又は執行役の決定がされたときは、当該決議又は決定の日から二週間以内に、特定債権者（当該被承継会社に対する債権を有する者のうち、当該事業の全部又は一部の譲渡に伴い、当該事業の全部又は一部を譲り受ける者に対する債権を有することとなり、当該債権を当該被承継会社に対して有しないこととなる者をいう。第三項及び第四項において同じ。）に対して各別に、当該事業の全部又は一部の譲渡の要領を通知し、かつ、当該事業の全部又は一部の譲渡に異議のある場合には一定の期間内に異議を述べるべき旨を催告することができる。
The period under the preceding paragraph must not be less than one month.
前項の期間は、一月を下ってはならない。
Where a specified creditor that has received the demand prescribed in paragraph (1) has not stated an objection within the period referred to in that paragraph, that specified creditor is deemed to have approved the transfer of all or part of that business.
Where a specified creditor has stated an objection within the period referred to in paragraph (1), the transferring company must make payment, provide reasonable security, or entrust reasonable property to a trust company or a financial institution engaged in trust business for the purpose of having the specified creditor receive payment; provided, however, that this does not apply where there is no risk of harming that specified creditor even if all or part of that business is transferred.
Read this with the articles around it
business succession, etc.machine translation
「事業承継等」
Any of the measures Article 2, paragraph (10) lists through which a business operator obtains or is provided with another business operator's management resources: an absorption-type or consolidation-type merger, an absorption-type or incorporation-type company split, a share exchange, share transfer or share delivery between specified business operators, etc. (特定事業者等); taking over a business or assets from another such operator; acquiring shares or equity in another such operator that makes it a related business; or setting up a business cooperative (事業協同組合), enterprise association (企業組合) or cooperative partnership (協業組合).
Short name set inArticle 2, paragraph (10)
transferring specified business operator, etc.machine translation
「被承継等特定事業者等」
The other specified business operator, etc. (特定事業者等) from which a succeeding specified business operator, etc. (承継等特定事業者等) carries out business succession, etc. (事業承継等).
Defined inArticle 2, paragraph (12)· applies throughout the law
certified management capacity improvement planmachine translation
「認定経営力向上計画」
A management capacity improvement plan (経営力向上計画) certified under Article 17, paragraph (1), as changed where a change has been certified.
Short name set inArticle 18, paragraph (2)
specified creditormachine translation
「特定債権者」
In Article 29, a creditor of a transferring company (被承継会社) who, as the company transfers all or part of its business, comes to hold the claim against the transferee instead of against the company, and whom the company may notify of the transfer and call on to object within a set period.
Defined inArticle 29, paragraph (1)· applies only in this provision and in Article 29, paragraphs (3) and (4)
transferring companymachine translation
「被承継会社」
In Article 29, paragraphs (1) and (4), a transferring specified business operator, etc. (被承継等特定事業者等) that is a stock company and is named in a certified management capacity improvement plan (認定経営力向上計画) that covers taking over a business.
Short name set inArticle 29, paragraph (1)· applies only in this paragraph and in Article 29, paragraph (4)
board of directors
取締役会
The body made up of all of a stock company's directors (Companies Act, Article 362, paragraph (1)). It decides how the company's business is carried out, supervises the directors, and appoints and removes the representative directors (代表取締役) (Article 362, paragraphs (2) and (3)) — except in a company with a nominating committee and the other committees (指名委員会等設置会社), where it appoints representative executive officers (代表執行役) instead (Articles 416 and 420). Some decisions, such as disposing of important assets or borrowing a large amount, it normally may not hand to the directors (Article 362, paragraph (4)). A company with an audit and supervisory committee (監査等委員会設置会社) can hand more of them to directors (Article 399-13, paragraphs (5) and (6)), and a company with the committees hands them to executive officers (執行役) rather than directors (Article 416, paragraphs (3) and (4)). A company chooses in its articles of incorporation whether to have one (Article 326, paragraph (2)), but a public company (公開会社), among others, must (Article 327, paragraph (1)): a public company is one whose articles of incorporation let at least some of its shares change hands without the company's approval (Article 2, item (v)). A company with a board must have at least three directors (Article 331, paragraph (5)).
Written by AI using Companies Act, Arts. 2, 326, 327, 331, 362, 399-13, 416, 420 as a reference.
shareholders meeting
株主総会
The meeting of a stock company's shareholders, and the body through which they decide the company's basic matters. It elects the directors and company auditors (Companies Act, Article 329, paragraph (1)) and changes the articles of incorporation (Article 466). In a company without a board of directors it may decide any matter about the company; in one with a board, only what the Act or the articles of incorporation leave to it (Article 295). An annual shareholders meeting must be called after the end of every business year, and another may be called whenever needed (Article 296). A resolution normally passes by a majority of the votes present, with holders of a majority of the votes entitled to vote attending (Article 309, paragraph (1)).
Written by AI using Companies Act, Arts. 295, 296, 309, 329, 466 as a reference.