Article 18-2Demand for Transferee Involved in Fraudulent Business Transfer to Perform Obligations
第十八条の二（詐害営業譲渡に係る譲受人に対する債務の履行の請求）
If a transferor transfers business knowing that this will harm the obligee of an obligation not assumed by the transferee (hereinafter referred to as a "person that remains the obligee" of the transferor in this Article), the person that remains the obligee of the transferor may demand that the transferee perform that obligation, up to the value of the assets to which the transferee has succeeded; provided, however, that this does not apply if the transferee, at the time the business transfer becomes effective, is unaware that the transfer will harm the persons that remain the obligees of the transferor.
If a transferee is liable to perform the obligations referred to in the preceding paragraph pursuant to the provisions of that paragraph, its liability towards a person that remains the obligee of the transferor but that fails to demand performance of the obligation or give advance notice of its claim within the two years after the day on which it learns that the transferor has transferred the business with the knowledge that it harms the persons that remain its obligees is extinguished once those two years have passed. The same applies once ten years have passed since the day on which the business transfer becomes effective.
A person that remains the obligee of the transferor may not exercise the right to a claim against the transferee pursuant to the provisions of paragraph (1) if an order commencing bankruptcy proceedings or order commencing rehabilitation proceedings involving the transferor has been issued.
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
person that remains the obligee
「残存債権者」
A creditor of a merchant who transfers their business, whose claim the transferee does not take over; if the business was transferred knowing it would harm such creditors, they may claim payment from the transferee up to the value of the property it took over.
Short name set inArticle 18-2, paragraph (1)· applies only in this article