株式会社は、第百三十八条第一号ハ又は第二号ハの請求を受けた場合において、第百三十六条又は第百三十七条第一項の承認をしない旨の決定をしたときは、当該譲渡等承認請求に係る譲渡制限株式（以下この款において「対象株式」という。）を買い取らなければならない。この場合においては、次に掲げる事項を定めなければならない。
If a stock company receives a request under Article 138, item (i), (c) or item (ii), (c), if it makes a determination to not give approval under Article 136 or Article 137, paragraph (1), it must purchase the shares with restriction on transfer relating to relevant requests for approval of transfer (hereinafter in this Subsection referred to as "subject shares"). In these cases, the following matters must be prescribed:
対象株式を買い取る旨
a statement to the effect that the stock company will purchase the subject shares;
the number of the subject shares that will be purchased by the stock company (or, for a company with class shares, the classes of the subject shares and the number of shares for each class).
前項各号に掲げる事項の決定は、株主総会の決議によらなければならない。
The determination of the matters set forth in the items of the preceding paragraph must be made by a resolution at a shareholders meeting.
Requesters for approval of transfer may not exercise voting right at the shareholders meeting referred to in the preceding paragraph;provided, however, that this does not apply if all shareholders other than relevant requesters for approval of transfer may not exercise voting right at the shareholders meeting referred to in that paragraph.
Notwithstanding the provisions of paragraph (1), in the cases provided for in that paragraph, a stock company may designate a person to purchase some or all of the subject shares (hereinafter in this subsection referred to as "designated purchaser").
The designation pursuant to the provisions of the preceding paragraph must be made by a resolution at the shareholders meeting (or at a board of directors meeting for a company with board of directors);provided, however, that this does not apply if it is otherwise provided for in the articles of incorporation.