二以上の会社が新設合併をする場合において、新設合併により設立する会社が株式会社であるときは、次の各号に掲げる場合の区分に応じ、当該各号に定める日から二週間以内に、その本店の所在地において、新設合併により消滅する会社については解散の登記をし、新設合併により設立する会社については設立の登記をしなければならない。
If two or more companies effect a consolidation-type merger, and the company that is incorporated in the consolidation-type merger is a stock company, the registration of dissolution must be completed with regard to the companies that disappear in the consolidation-type merger and the registration of incorporation must be completed with regard to the company that is incorporated in the consolidation-type merger, at the location of the head office, within two weeks from the days specified in the following items for the categories of cases set forth respectively in those items:
if only stock companies constitute the companies disappearing in the consolidation-type merger: whichever of the following days is the latest:
第八百四条第一項の株主総会の決議の日
the day of the resolution at the shareholders meeting referred to in Article 804, paragraph (1);
if a resolution at a general meeting of class shareholders is required to effect the consolidation-type merger, the day of relevant resolution;
the day on which twenty days have elapsed from the day of the notice under the provisions of Article 806, paragraph (3) or the public notice referred to in paragraph (4) of that Article;
if the companies disappearing in the consolidation-type merger have issued share options, the day on which twenty days have elapsed from the day of the notice under the provisions of Article 808, paragraph (3) or the public notice set forth in paragraph (4) of that Article;
第八百十条の規定による手続が終了した日
the day on which the procedures under the provisions of Article 810 have been completed; or
the day decided on by an agreement between the companies disappearing in the consolidation-type merger;
if only membership companies constitute the companies disappearing in the consolidation-type merger: whichever of the following days is the latest:
the day on which the consent of all members referred to in Article 813, paragraph (1) has been obtained (or, if prescribed in the proviso to that paragraph, the day on which the procedures provided for in the articles of incorporation have been completed);
the day on which the procedures under the provisions of Article 810 as applied mutatis mutandis pursuant to Article 813, paragraph (2) have been completed; or
the day decided on by an agreement between the companies disappearing in the consolidation-type merger; and
if both a stock company and a membership company are among the companies disappearing in the consolidation-type merger:whichever of the days specified in the preceding two items is later.
二以上の会社が新設合併をする場合において、新設合併により設立する会社が持分会社であるときは、次の各号に掲げる場合の区分に応じ、当該各号に定める日から二週間以内に、その本店の所在地において、新設合併により消滅する会社については解散の登記をし、新設合併により設立する会社については設立の登記をしなければならない。
If two or more companies effect a consolidation-type merger, if the company that is incorporated in the consolidation-type merger is a membership company, the registration of dissolution must be completed with regard to the companies that disappear in the consolidation-type merger and the registration of incorporation must be completed with regard to the company that is incorporated in the consolidation-type merger, at the location of the head office, within two weeks from the days specified in the following items for the categories of cases set forth respectively in those items:
if only stock companies constitute the companies disappearing in the consolidation-type merger: whichever of the following days is the latest:
第八百四条第二項の総株主の同意を得た日
the day on which the consent of all members referred to in Article 804, paragraph (2) has been obtained;
if the companies disappearing in the consolidation-type merger have issued share options, the day on which twenty days have elapsed from the day of the notice under the provisions of Article 808, paragraph (3) or the public notice referred to in paragraph (4) of that Article;
第八百十条の規定による手続が終了した日
the day on which the procedures under the provisions of Article 810 have been completed; or
the day decided on by an agreement between the companies disappearing in the consolidation-type merger;
if only membership companies constitute the companies disappearing in the consolidation-type merger: whichever of the following days is the latest:
the day on which the consent of all members referred to in Article 813, paragraph (1) has been obtained (or, in the cases prescribed in the proviso to that paragraph, the day on which the procedures provided for in the articles of incorporation have been completed);
the day on which the procedures under the provisions of Article 810 as applied mutatis mutandis pursuant to Article 813, paragraph (2) have been completed; or
the day decided on by an agreement between the companies disappearing in the consolidation-type merger; and
if both a stock company and a membership company are among the companies disappearing in the consolidation-type merger:whichever of the days specified in the preceding two items is later.