Article 161Avoidance of Acts of Disposing of Property While Receiving Reasonable Consideration
第百六十一条（相当の対価を得てした財産の処分行為の否認）
When the bankrupt has received reasonable consideration from the other party to an act after conducting the act of disposing of property, the act may be avoided in the interest of the bankruptcy estate after the commencement of bankruptcy proceedings, only if it satisfies all of the following requirements:
the act has the actual risk that the bankrupt would conceal, gratuitously convey, or otherwise dispose of the property in a manner prejudicial to bankruptcy creditors (referred to below as "concealing or carrying out other disposal") by realizing real property or otherwise changing the type of property through the disposal;
the bankrupt had the intention of concealing or carrying out other disposal of the money or any other property received as consideration for the act at the time of the act; or
the other party had the knowledge that the bankrupt had the intention of concealing or carrying out other disposal referred to in the preceding item at the time of the act.
For the application of the provisions of the preceding paragraph, if the other party to the act is any of the following persons, at the time of the act the other party is presumed to have known that the bankrupt had the intention of concealing or carrying out other disposal referred to in item (ii) of that paragraph:
if the bankrupt is a corporation, its director, company director, executive officer, inspector, company auditor, liquidator, or any other person equivalent to them;
破産者が法人である場合のその理事、取締役、執行役、監事、監査役、清算人又はこれらに準ずる者
if the bankrupt is a corporation, a person that falls under any of the persons stated in the following sub-items (a) through (c) in relation to the bankrupt:
破産者が法人である場合にその破産者について次のイからハまでに掲げる者のいずれかに該当する者
a person that holds the majority of voting rights of all shareholders of the stock company that is the bankrupt;
破産者である株式会社の総株主の議決権の過半数を有する者
the parent corporation when the majority of voting rights of all shareholders of the stock company that is the bankrupt are held by its subsidiary stock company or jointly by the parent corporation and its subsidiary stock company;
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(Avoidance of Acts of Disposing of Property While Receiving Reasonable Consideration)
When the bankrupt has received reasonable consideration from the other party to an act after conducting the act of disposing of property, the act may be avoided in the interest of the bankruptcy…
破産者が、その有する財産を処分する行為をした場合において、その行為の相手方から相当の対価を取得しているときは、その行為は、次に掲げる要件のいずれにも該当する場合に限り、破産手続開始後、破産財団のために否認することができる。
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the bankrupt had the intention of concealing or carrying out other disposal of the money or any other property received as consideration for the act at the time of the act; or
破産者が、当該行為の当時、対価として取得した金銭その他の財産について、隠匿等の処分をする意思を有していたこと。
Open this provisionbankrupt
「破産者」
A debtor against whom an order commencing bankruptcy proceedings has been made under Article 30, paragraph (1).
Defined inArticle 2, paragraph (4)· applies throughout the law
bankruptcy creditor
「破産債権者」
A creditor who holds a bankruptcy claim (破産債権).
Defined inArticle 2, paragraph (6)· applies throughout the law
bankruptcy estate
「破産財団」
The bankrupt's (破産者) property, inherited property (相続財産) or trust property (信託財産) that the bankruptcy trustee (破産管財人) has the exclusive right to administer and dispose of in bankruptcy proceedings.
Defined inArticle 2, paragraph (14)· applies throughout the law
subsidiary stock companymachine translation
「子株式会社」
In Article 5 and Article 161, paragraph (2), item (ii), sub-item (b), a stock company in which a corporation (the parent corporation, 親法人) holds a majority of all shareholders' voting rights.
Short name set inArticle 5, paragraph (3)· applies only in this article and in Article 161, paragraph (2), item (ii), (b)
parent corporationmachine translation
「親法人」
In Article 5 and Article 161, paragraph (2), item (ii), sub-item (b), a corporation that holds a majority of all shareholders' voting rights in a stock company (the subsidiary stock company, 子株式会社).
Short name set inArticle 5, paragraph (3)· applies only in this article and in Article 161, paragraph (2), item (ii), (b)
concealing or carrying out other disposal
「隠匿等の処分」
A concealment, gratuitous transfer or other disposition of property by the bankrupt (破産者) that harms the bankruptcy creditors (破産債権者).
Short name set inArticle 161, paragraph (1), item (i)
company auditor
監査役
An officer of a stock company, elected by the shareholders meeting (Companies Act, Article 329, paragraph (1)), whose job is to audit how the directors carry out their duties and to write an audit report on it (Article 381, paragraph (1)). Not an outside accountant — that is the financial auditor (会計監査人) — and not a director: a company auditor may not also be a director or employee of the company or its subsidiaries (Article 335, paragraph (2)). The term normally runs to the annual shareholders meeting for the last business year ending within four years of election (Article 336, paragraph (1)).
Written by AI using Companies Act, Arts. 329, 335, 336, 381 as a reference.
director
取締役
An officer of a stock company, elected by the shareholders meeting (Companies Act, Article 329, paragraph (1)). Every stock company has at least one (Article 326, paragraph (1)). Where there is no board of directors, the directors run the company's business unless the articles of incorporation say otherwise (Article 348, paragraph (1)), and each of them represents it unless the company has chosen representative directors (代表取締役) or others to do that (Article 349, paragraphs (1) and (3)). Where there is a board (取締役会, board of directors), the directors are its members, and the board decides the business and normally chooses the representative directors from among them (Article 362). The term normally runs to the annual shareholders meeting for the last business year ending within two years of election (Article 332, paragraph (1)).
Written by AI using Companies Act, Arts. 326, 329, 332, 348, 349, 362 as a reference.