清算株式会社に対して債務を負担する者は、次に掲げる場合には、相殺をすることができない。
Creditors who owe debts to a liquidating stock company cannot effect the set-off in the cases set forth below:
特別清算開始後に他人の協定債権を取得したとき。
if the creditors acquired agreement claims of others after the commencement of special liquidation;
if the creditors acquired agreement claims after liquidating stock company became unable to pay debts, and they had the knowledge that the liquidating stock company was unable to pay debts at the time of the acquisition of the agreement claims;
if the creditors acquired agreement claims after the suspension of payment, and they had the knowledge that there was suspension of payment at the time of the acquisition of the same;provided, however, that this does not apply if the liquidating stock company was not unable to pay debts at the time of relevant suspension of payment;
特別清算開始の申立てがあった後に協定債権を取得した場合であって、その取得の当時、特別清算開始の申立てがあったことを知っていたとき。
if the creditors acquired agreement claims after the petition for commencement of special liquidation, and they had the knowledge that the commencement of special liquidation had been filed at the time of the acquisition of the agreement claims.
The provisions under items (ii) through (iv) of the preceding paragraph do not apply if the acquisition of the agreement claims provided for in those provisions is based on any of the causes set forth below:
法定の原因
statutory causes;
causes in existence before the persons who assumed debts owed to the liquidating stock company acquired the knowledge that the liquidating stock company was unable to pay debts, or that a petition for suspension of payments or commencement of special liquidation was filed; or
特別清算開始の申立てがあった時より一年以上前に生じた原因
causes that accrued one year or more before the petition for the commencement of special liquidation was filed; or
清算株式会社に対して債務を負担する者と清算株式会社との間の契約
contracts between the persons who assume debts owed to the liquidating stock company and the liquidating stock company.