If a merchant to which business is transferred (hereinafter referred to as the "transferee" in this Chapter) continues to use the trade name of the transferor, the transferee is also liable for performance of obligations arising from the business of the transferor.
The provisions of the preceding paragraph do not apply if, without delay after the business transfer, the transferee makes a registration indicating that the transferee is not liable for performance of the transferor's obligations. If the transferee and transferor notify third parties of this without delay after the business transfer, the same applies with respect to a third party that has been so notified.
If the transferee is liable for performance of the transferor's obligations pursuant to the provisions of paragraph (1), the transferor's liability to an obligee that fails to demand performance or give advance notice of its claim within the two years after the business transfer date is extinguished once those two years have passed.
In a case as prescribed in paragraph (1), any performance made to the transferee on a claim arising from the business of the transferor is valid if the party performing the obligation does so in good faith and without gross negligence.
merchant
「商人」
A person who, in their own name, carries on commercial transactions (商行為) as a business.
Defined inArticle 4, paragraph (1)· applies throughout the law
transferor
「譲渡人」
A merchant who has transferred their business to another.
Short name set inArticle 16, paragraph (1)· applies only in this chapter
transferee
「譲受人」
A merchant who has taken over another merchant's business by transfer.
Short name set inArticle 17, paragraph (1)· applies only in this chapter
registration
登記
Entry in a public register kept by a registry office (登記所) — a Legal Affairs Bureau or one of its branch offices — so that the matter is made public (Real Property Registration Act, Articles 1 and 6, paragraph (1)). Rights in land and buildings, such as ownership, a superficies (地上権), a statutory lien (先取特権), a mortgage and a right of lease (賃借権), can be registered under that Act (Article 3), and matters the Commercial Code, the Companies Act and other Acts require to be registered are registered under the Commercial Registration Act (Article 1). Registration also lets a right be asserted against third parties: acquiring, losing or changing a right in rem (物権) in land or a building, such as ownership, cannot be asserted against third parties until it is registered (Civil Code, Article 177), and a matter the Companies Act requires to be registered cannot be asserted against a third party who does not know of it until it has been registered, nor, even after that, against one who had a justifiable reason for not knowing of the registration (Companies Act, Article 908, paragraph (1)).
Written by AI using Real Property Registration Act, Arts. 1, 3, 6, Commercial Registration Act, Art. 1, Civil Code, Art. 177 and Companies Act, Art. 908 as a reference.