If an order is issued for commencement of special liquidation, if the court finds it necessary, the court may, in response to the petition by the liquidating stock company or ex officio, pass judgment evaluating the rights to seek damages pursuant to the liability of the subject officers (hereinafter in this Article referred to as "ruling evaluating subject officers' liability")
If the court commences procedures of the ruling evaluating subject officers' liability ex officio, it must make the determination to that effect.
裁判所は、職権で役員等責任査定決定の手続を開始する場合には、その旨の決定をしなければならない。
If the petition under paragraph (1) is filed or the ruling in the preceding paragraph is made, a judicial claim is deemed to have been made in connection with postponement of expiration of the prescription period and renewal of the prescription period, it is deemed that a judicial claim has been made.
The procedures for the ruling evaluating subject officers' liability (excluding those after the ruling evaluating subject officers' liability) will end if the special liquidation is ended.
役員等責任査定決定の手続(役員等責任査定決定があった後のものを除く。)は、特別清算が終了したときは、終了する。
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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)
subject officers
「対象役員等」
The incorporators, directors and company auditors at incorporation, officers, etc. and liquidators of a stock company in special liquidation, whose assets the court may freeze and whose liability for damages it may assess.
Short name set inArticle 542, paragraph (1)· applies only in this subsection
ruling evaluating subject officers' liability
「役員等責任査定決定」
A court ruling in special liquidation that assesses the damages a stock company in liquidation may claim from its incorporators, officers or liquidators for their liability.
Short name set inArticle 545, paragraph (1)· applies only in this article
damages
損害賠償
Compensation for loss one person has caused another. A debtor who does not perform an obligation as it should be performed, or cannot perform it, must compensate the creditor for the loss that results, unless the failure comes from a cause the debtor is not responsible for, judged by the contract or other source of the obligation and by accepted views in dealings (Civil Code, Article 415, paragraph (1)); and a person who, intentionally or negligently, infringes another's rights or legally protected interests must compensate for the loss that results (Article 709). It is paid in money unless otherwise agreed (Articles 417 and 722, paragraph (1)), and the parties to a contract may agree in advance the amount due if it is not performed; a sum fixed for breach (違約金) is presumed to be such an agreement (Article 420, paragraphs (1) and (3)). The Consumer Contract Act makes void the part of such an amount in a consumer contract, for its cancellation, with any penalty added, above the average loss the business would suffer from the cancellation of consumer contracts of that kind, measured separately for each category the clause sets, such as the reason for and time of cancellation (Consumer Contract Act, Article 9, paragraph (1), item (i)).
Written by AI using Civil Code, Arts. 415, 417, 420, 709, 722 and Consumer Contract Act, Art. 9 as a reference.