If fractional shares are included in the number of shares when a stock company consolidates shares, dissenting shareholders may demand that the stock company purchase, at a fair price, all of the fractional shares from among shares that they hold.
株式会社が株式の併合をすることにより株式の数に一株に満たない端数が生ずる場合には、反対株主は、当該株式会社に対し、自己の有する株式のうち一株に満たない端数となるものの全部を公正な価格で買い取ることを請求することができる。
"dissenting shareholders" prescribed in the preceding paragraph means the following shareholders:
前項に規定する「反対株主」とは、次に掲げる株主をいう。
a shareholder who gives notice to the stock company that the shareholder is against the consolidation of shares prior to the shareholders meeting under Article 180, paragraph (2) and is against the consolidation of shares at the shareholders meeting (limited to persons who can exercise voting rights at the shareholders meeting); and
第百八十条第二項の株主総会に先立って当該株式の併合に反対する旨を当該株式会社に対し通知し、かつ、当該株主総会において当該株式の併合に反対した株主（当該株主総会において議決権を行使することができるものに限る。）
a shareholder who cannot exercise voting rights at the shareholders meeting.
当該株主総会において議決権を行使することができない株主
When applying the provisions of Article 181, paragraph (1) to the notice to shareholders if a stock company consolidates shares, the term "two weeks" in the same paragraph is deemed to be replaced with "twenty days".
To make a demand under the provisions of paragraph (1) (hereinafter in this Section referred to as the "exercise of appraisal rights"), a dissenting shareholder must indicate the number of shares with regard to which the shareholder is exercising appraisal rights (or, for a company with class shares, the classes of the shares and the number of shares for each class), between twenty days prior to the effective day and the day immediately preceding the effective day.
When intending to exercise appraisal rights for shares for which share certificates have been issued, shareholders of those shares must submit to the stock company the share certificates representing those shares; provided, however, that this does not apply to a person who made a request under the provisions of Article 223 with respect to the shares.
Shareholders exercising appraisal rights may withdraw their demands for appraisal only with the approval of the stock company.
株式買取請求をした株主は、株式会社の承諾を得た場合に限り、その株式買取請求を撤回することができる。
The provisions of Article 133 do not apply to shares that are subject of the exercise of appraisal rights.
Read this with the articles around it
company with class shares
「種類株式発行会社」
A stock company that issues two or more classes of shares with different terms on the matters listed in Article 108, paragraph (1), such as dividends of surplus or voting rights.
Defined inArticle 2, paragraph (1), item (xiii)· applies throughout the law
dissenting shareholders
「反対株主」
The shareholders who may demand that the company buy their shares at a fair price when it carries out a major action such as a merger, a business transfer or a share consolidation: chiefly those who gave notice of their opposition and voted against it, and those who could not vote on it.
Defined inArticle 116, paragraph (2)
effective day
「効力発生日」
The day on which the corporate action in question takes effect, such as a share consolidation, business transfer, entity conversion, merger, company split, share exchange or partial share exchange.
Short name set inArticle 180, paragraph (2), item (ii)· applies only in this subsection
dissenting shareholders
「反対株主」
The shareholders who may demand that the company buy their shares at a fair price when it carries out a major action such as a merger, a business transfer or a share consolidation: chiefly those who gave notice of their opposition and voted against it, and those who could not vote on it.
Defined inArticle 182-4, paragraph (2)
exercise of appraisal rights
「株式買取請求」
A dissenting shareholder's demand that the company buy their shares at a fair price when it carries out a major action such as a share consolidation, a business transfer, a merger, a company split or a share exchange.
Short name set inArticle 182-4, paragraph (4)· applies only in this subsection
shareholders meeting
株主総会
The meeting of a stock company's shareholders, and the body through which they decide the company's basic matters. It elects the directors and company auditors (Companies Act, Article 329, paragraph (1)) and changes the articles of incorporation (Article 466). In a company without a board of directors it may decide any matter about the company; in one with a board, only what the Act or the articles of incorporation leave to it (Article 295). An annual shareholders meeting must be called after the end of every business year, and another may be called whenever needed (Article 296). A resolution normally passes by a majority of the votes present, with holders of a majority of the votes entitled to vote attending (Article 309, paragraph (1)).
Written by AI using Companies Act, Arts. 295, 296, 309, 329, 466 as a reference.