第七百九十一条（吸収分割又は株式交換に関する書面等の備置き及び閲覧等）
Article 791Keeping and Inspection of Documents Concerning Absorption-Type Company Splits or Share Exchanges
The stock company splitting in an absorption-type split or the wholly owned subsidiary company resulting from a share exchange must, without delay after the effective day, prepare what are provided for in the following items for the categories set forth respectively in those items, jointly with the company succeeding in the absorption-type split or the wholly owning parent company resulting from the share exchange:
stock company splitting in the absorption-type split:documents detailing the rights and obligations that the company succeeding in the absorption-type split succeeded to by transfer from the stock company splitting in the absorption-type split through the absorption-type company split and any other information prescribed by Ministry of Justice Order as concerning an absorption-type company split, or electronic or magnetic records in which the information has been recorded; and
wholly owned subsidiary company resulting from the share exchange:documents detailing the number of shares of the wholly owned subsidiary company resulting from the share exchange acquired by the wholly owning parent company resulting from the share exchange and any other information prescribed by Ministry of Justice Order as concerning a share exchange, or electronic or magnetic records in which the information has been recorded.
A stock company splitting in an absorption-type split or a wholly owned subsidiary company resulting from a share exchange must, for a period of six months from the effective day, keep the documents or electronic or magnetic records referred to in the items of the preceding paragraph at its head office.
吸収分割株式会社の株主、債権者その他の利害関係人は、吸収分割株式会社に対して、その営業時間内は、いつでも、次に掲げる請求をすることができる。ただし、第二号又は第四号に掲げる請求をするには、当該吸収分割株式会社の定めた費用を支払わなければならない。
Shareholders, creditors and any other interested parties of a stock company splitting in an absorption-type split may make the following requests to the stock company splitting in the absorption-type split at any time during its business hours;provided, however, that the fees designated by the stock company splitting in the absorption-type split are required to be paid in order to make the requests set forth in item (ii) or item (iv):
前項の書面の閲覧の請求
requests for inspection of the documents referred to in the preceding paragraph;
前項の書面の謄本又は抄本の交付の請求
requests for delivery of a transcript or extract of the documents referred to in the preceding paragraph;
a request to inspect anything that is used in a manner prescribed by Ministry of Justice Order to display the information recorded in an electronic or magnetic record as referred to in the preceding paragraph; and
a request to be provided with the information recorded in an electronic or magnetic record as referred to in the preceding paragraph by an electronic or magnetic means that the stock company splitting in the absorption-type split has designated, or a request to be issued a document showing that information.
前項の規定は、株式交換完全子会社について準用する。この場合において、同項中「吸収分割株式会社の株主、債権者その他の利害関係人」とあるのは、「効力発生日に株式交換完全子会社の株主又は新株予約権者であった者」と読み替えるものとする。
The provisions of the preceding paragraph apply mutatis mutandis to a wholly owned subsidiary company resulting from a share exchange. In these cases, the phrase "shareholders, creditors and any other interested parties of a stock company splitting in the absorption-type split" is deemed to be replaced with "persons who were shareholders or holders of share option in the wholly owned subsidiary company resulting from the share exchange as of the effective day".