If a stock company has determined the matters set forth in any item of paragraph (1) of the preceding Article, it must notify the requester for approval of transfer of these matters.
If a stock company intends to give notice pursuant to the provisions of the preceding paragraph, it must deposit the amount obtained by multiplying the amount of the net assets per share (meaning the amount prescribed by Ministry of Justice Order as the amount of net assets per share; the same applies hereinafter) by the number of the subject shares under paragraph (1), item (ii) of the preceding Article, with a depository located in the area where its head office is located, and deliver a document certifying relevant deposit to the requester for approval of transfer.
If the subject shares are the shares of a share certificate-issuing company, the requester for approval of transfer who received delivery of the document referred to in the preceding paragraph must deposit the share certificates representing the subject shares referred to in paragraph (1), item (ii) of the preceding Article with a depository located in the area where the head office of relevant share certificate-issuing company is located within one week from the day of receipt of relevant delivery. In these cases, the requester for approval of transfer must give notice of relevant deposit to relevant share certificate-issuing company without delay.
If the requester for approval of a transfer under the preceding paragraph does not effect the deposit pursuant to the provisions of that paragraph within the period under that paragraph, the share certificate-issuing company may cancel the contract for the sale and purchase of the subject shares provided for in paragraph (1), item (ii) of the preceding Article.
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share certificate-issuing company
「株券発行会社」
A stock company whose articles of incorporation provide that it issues share certificates for its shares (for a company with class shares, for shares of every class).
Defined inArticle 117, paragraph (7)
requester for approval of transfer
「譲渡等承認請求者」
The person who has asked a company to approve the acquisition by transfer of its shares with restriction on transfer.
Short name set inArticle 139, paragraph (2)· applies only in this subsection
subject shares
「対象株式」
The shares with restriction on transfer that a stock company, or a purchaser it designates, must buy when the company refuses to approve their transfer.
Short name set inArticle 140, paragraph (1)· applies only in this subsection
net assets per share
「一株当たり純資産額」
The value of a stock company's net assets (what it owns minus what it owes) for each share, worked out by the method set by Ministry of Justice Order (法務省令) — used, for example, to fix the money a company must deposit under Article 141 when it buys shares whose transfer it has refused to approve.
Defined inArticle 141, paragraph (2)
cancellation
解除
Ending a contract by one party's notice to the other, where the contract or the law gives that party a right to cancel (Civil Code, Article 540, paragraph (1)). The Civil Code lets a party cancel for the other's failure to perform: after a demand to perform within a reasonable time that is not met, unless what is still missing is minor (Article 541), or at once where performance has become wholly impossible, or the other party has clearly refused to perform, among other cases where performance clearly will not come (Article 542, paragraph (1)). On cancellation each party must put the other back in the position before the contract, and damages can still be claimed (Article 545, paragraphs (1) and (4)); a lease, though, ends only from then on (Article 620). Cancellation differs from rescission (取消し), after which the act is treated as void from the start (Article 121).
Written by AI using Civil Code, Arts. 121, 540, 541, 542, 545, 620 as a reference.
official depository
供託所
The office that holds money and securities deposited (供託) under a provision of an Act or other statute: a Legal Affairs Bureau (法務局) or District Legal Affairs Bureau (地方法務局), one of their branch bureaus, or a local office of theirs the Minister of Justice designates (Deposit Act, Article 1). Its work is done by an official of the bureau whom the bureau's head designates as a deposit officer (供託官) (Article 1-2). Under the Real Estate Brokerage Act, a real estate broker (宅地建物取引業者) must deposit its security deposit for operations (営業保証金) at the official depository nearest its principal office (Article 25, paragraph (1)), and a person who dealt with the broker in its real estate brokerage business, other than another broker, has the right to be paid a claim arising from that deal out of that deposit (Article 27, paragraph (1)). Before the contract is made, a broker must tell the other party that official depository and its address, or, if the broker is a member of a real estate guarantee association, the association and the official depository where the association lodged its own deposit (Article 35-2).
Written by AI using Deposit Act, Arts. 1, 1-2 and Real Estate Brokerage Act, Arts. 25, 27, 35-2, 64-7 as a reference.