In the following cases, members who execute the business must obtain the approval of a majority of the members other than relevant members with respect to relevant transactions; provided, however, that this does not apply if the articles of incorporation provide otherwise:
業務を執行する社員は、次に掲げる場合には、当該取引について当該社員以外の社員の過半数の承認を受けなければならない。ただし、定款に別段の定めがある場合は、この限りでない。
if members who execute the business intend to engage in a transaction with the membership company for themselves or on behalf of a third party; or
業務を執行する社員が自己又は第三者のために持分会社と取引をしようとするとき。
if a membership company intends to guarantee the debt of members who execute the business or otherwise to engage in a transaction with any person other than members that will result in the conflict of interest between the membership company and relevant members.
持分会社が業務を執行する社員の債務を保証することその他社員でない者との間において持分会社と当該社員との利益が相反する取引をしようとするとき。
The provisions of Article 108 of the Civil Code do not apply to transactions under each item of the preceding paragraph that have received the approval under that paragraph.
membership company
「持分会社」
General partnership companies, limited partnership companies and limited liability companies taken together: the three kinds of company under this Act that are owned by members rather than by shareholders.
Short name set inArticle 575, paragraph (1)
articles of incorporation
定款
A company's own basic rules, written by its founders when it is formed: at least its purpose, its trade name, where its head office is, the value of the property contributed at incorporation and who the founders are (Companies Act, Article 27). A stock company's must be certified by a notary before it takes effect (Article 30, paragraph (1)), and can later be changed by a resolution of the shareholders meeting (Article 466). Many rules in the Act apply "unless the articles of incorporation provide otherwise", so a company's articles decide a great deal of how the Act applies to it.
Written by AI using Companies Act, Arts. 26, 27, 30, 466, 575 as a reference.