If business transfer, etc. is to be effected (excluding the following cases), dissenting shareholders may demand that the stock company effecting the business transfer, etc. purchase, at a fair price, the shares that they hold:
if the act set forth in Article 467, paragraph (1), item (i) is performed, and the resolution at a shareholders meeting under Article 471, item (iii) is passed simultaneously with the resolution at a shareholders meeting under the same paragraph; and
第四百六十七条第一項第一号に掲げる行為をする場合において、同項の株主総会の決議と同時に第四百七十一条第三号の株主総会の決議がされたとき。
cases prescribed in paragraph (2) of the preceding Article (excluding the cases prescribed in paragraph (3) of the same Article).
The dissenting shareholders provided for in the preceding paragraph means the shareholders provided for in each of the following items in the cases set forth in the same items:
前項に規定する「反対株主」とは、次の各号に掲げる場合における当該各号に定める株主をいう。
if a resolution at a shareholders meeting (including a general meeting of class shareholders) is required to effect the business transfer, etc.: the following shareholders:
shareholders who gave notice to relevant stock company to the effect that they dissented from relevant business transfer, etc. prior to relevant shareholders meeting and who dissented from relevant business transfer, etc. at relevant shareholders meeting (limited to those who can exercise voting rights at relevant shareholders meetings);
当該株主総会に先立って当該事業譲渡等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事業譲渡等に反対した株主（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。）
shareholders who cannot exercise voting rights at relevant shareholders meetings;
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
in cases other than those prescribed in the preceding item:all shareholders (excluding the special controlling company in the cases prescribed in paragraph (1) of the preceding Article).
A stock company that intends to effect the business transfer, etc. must give notice to its shareholders (excluding the special controlling company in the cases prescribed in paragraph (1) of the preceding Article) to the effect that it intends to effect the business transfer, etc. (or, in the cases provided for in Article 467, paragraph (2), to the effect that the stock company will carry out the act set forth in paragraph (1), item (iii) of that Article and of the matters regarding shares under paragraph (2) of that Article), no later than twenty days prior to the effective day.
A public notice may be substituted for the notice pursuant to the provisions of the preceding paragraph in the following cases:
次に掲げる場合には、前項の規定による通知は、公告をもってこれに代えることができる。
if the stock company which effects the business transfer, etc. is a public company;
if the stock company which effects the business transfer, etc. receives the approval of the contract relating to the business transfer, etc. by the resolution at a shareholders meeting under Article 467, paragraph (1).
事業譲渡等をする株式会社が第四百六十七条第一項の株主総会の決議によって事業譲渡等に係る契約の承認を受けた場合
To make a demand under the provisions of paragraph (1) (hereinafter in this Chapter 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 classes of 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 concerning shares for which share certificates have been issued, shareholders of those shares must submit share certificates representing those shares to the stock company that effects the business transfer, etc.;provided, however, that this does not apply to a person who makes a request pursuant to the provisions of Article 223 with regard to those share certificates.
Shareholders exercising appraisal rights may withdraw their demands for appraisal only with the approval of the stock company that effects the business transfer, etc.
The demands of the shareholders exercising appraisal rights lose effect if the business transfer, etc. is canceled.
The provisions of Article 133 do not apply to shares that are the subject of the exercise of appraisal rights.