Creditors who hold agreement claims (hereinafter in this Section referred to as "agreement claim creditors") may not effect set-offs in the cases set forth below:
協定債権を有する債権者（以下この節において「協定債権者」という。）は、次に掲げる場合には、相殺をすることができない。
if the creditors assumed debts owed to the liquidating stock company after the commencement of special liquidation;
特別清算開始後に清算株式会社に対して債務を負担したとき。
if the creditor assumed debts owed to the liquidating stock company after the liquidating stock company became unable to pay its debts (meaning the status under which, due to its lack of capacity to pay, the liquidating stock company is generally and continuously unable to pay debts that are due; hereinafter the same applies in this Subsection) by entering into contracts with the liquidating stock company under which assets of the liquidating stock company are to be disposed of for the purpose of offsetting obligations the creditors assume under the contract exclusively against the agreement claims or by entering into contracts under which the creditors assume obligations of a person who owes the obligations to the liquidating stock company, and creditors had the knowledge at the time of executing relevant contracts that the liquidating stock company was unable to pay debts;
if they assumed debts after suspension of payment, and they had the knowledge at the time of relevant assumption of debt that payments had been suspended; provided, however, that this does not apply if the liquidating stock company was not insolvent at the time of relevant suspension of payments; or
if the creditors assumed debts after the commencement of special liquidation, and they had the knowledge at the time of the assumption that the petition for commencement of special liquidation had been filed.
特別清算開始の申立てがあった後に清算株式会社に対して債務を負担した場合であって、その負担の当時、特別清算開始の申立てがあったことを知っていたとき。
The provisions of item (ii) through item (iv) of the preceding paragraph do not apply if the assumption of debt pursuant to the provisions of those provisions is based on any of the causes set forth below:
前項第二号から第四号までの規定は、これらの規定に規定する債務の負担が次に掲げる原因のいずれかに基づく場合には、適用しない。
statutory causes;
法定の原因
causes in existence before the agreement claim creditors acquired the knowledge that the liquidating stock company was unable to pay debts, or the petition for suspension of payments or commencement of special liquidation had been filed; or
causes that accrued one year or more before the petition for the commencement of special liquidation was filed.
特別清算開始の申立てがあった時より一年以上前に生じた原因
Read this with the articles around it
liquidating stock companies
「清算株式会社」
A stock company that is being wound up, which is treated as still existing for the purposes of the liquidation until the liquidation is completed.
Short name set inArticle 476, paragraph (1)
agreement claims
「協定債権」
The claims of a liquidating stock company's creditors that are dealt with in special liquidation, which is all of them except claims with general priority and claims arising from the special liquidation proceedings themselves.
Short name set inArticle 515, paragraph (3)· applies only in this section
agreement claim creditors
「協定債権者」
A creditor who holds an agreement claim in the special liquidation of a stock company.
Short name set inArticle 517, paragraph (1)· applies only in this section
inability to pay debtsmachine translation
「支払不能」
The state of a liquidating stock company that, lacking the means to pay, is generally and continuously unable to pay its debts as they fall due.
Defined inArticle 517, paragraph (1), item (ii)· applies only in this subsection