If the book value of the monies, etc. delivered by a limited liability company to members through equity interest refund (hereinafter in this Subsection referred to as "partnership interest refund amount") exceeds the surplus as of the day when relevant equity interest refund takes place, creditors of relevant limited liability company may state their objections as to the equity interest refund to relevant limited liability company.
In cases provided for in the preceding paragraph, the limited liability company must make the public notice of the matters set forth below in Official Gazette and must give notice of the same separately to each known creditor, if any; provided, however, that the period in item (ii) cannot be less than one month (or, if the partnership interest refund amount exceeds the amount calculated by the method prescribed by Ministry of Justice Order as the amount of the net assets of relevant limited liability company, two months):
the details of the equity interest refund that exceeds relevant surplus; and
当該剰余金額を超える持分の払戻しの内容
a statement to the effect that creditors may state their objections within a certain period of time.
債権者が一定の期間内に異議を述べることができる旨
Notwithstanding the provisions of the preceding paragraph, if, in addition to using Official Gazette, a limited liability company effects the public notice in that paragraph in a manner set forth in Article 939, paragraph (1), item (ii) or (iii) in accordance with the provisions of the articles of incorporation under the provisions of that paragraph, the limited liability company is no longer required to give separate notices under the provisions of the preceding paragraph; provided, however, that this does not apply if the partnership interest refund amount exceeds the amount calculated by the method prescribed by Ministry of Justice Order as the amount of the net assets of relevant limited liability company.
If the creditors do not raise any objection within the period under paragraph (2), item (ii), relevant creditors are deemed to have approved relevant equity interest refund.
債権者が第二項第二号の期間内に異議を述べなかったときは、当該債権者は、当該持分の払戻しについて承認をしたものとみなす。
If the creditors raise objections within the period under paragraph (2), item (ii), the limited liability company must make the payment or provide appropriate security to relevant creditors, or entrust appropriate assets to a qualified trust company with the purpose of assuring the payment to relevant creditors; provided, however, that this does not apply if, if the partnership interest refund amount does not exceed the amount calculated by the method prescribed by Ministry of Justice Order as the net assets of relevant limited liability company, relevant equity interest refund is unlikely to be detrimental to relevant creditors.
Read this with the articles around it
(Objection of Creditors)
If the book value of the monies, etc. delivered by a limited liability company to members through equity interest refund…
合同会社が持分の払戻しにより社員に対して交付する金銭等の帳簿価額（以下この款において「持分払戻額」という。）が当該持分の払戻しをする日における剰余金額を超える場合には、当該合同会社の債権者は、当該合同会社に対し、持分の払戻しについて異議を述べることができる。
Open this provision(Objection of Creditors)
In cases provided for in the preceding paragraph, the limited liability company must make the public notice of the matters set forth below in Official Gazette and must give notice of the same…
前項に規定する場合には、合同会社は、次に掲げる事項を官報に公告し、かつ、知れている債権者には、各別にこれを催告しなければならない。ただし、第二号の期間は、一箇月（持分払戻額が当該合同会社の純資産額として法務省令で定める方法により算定される額を超える場合にあっては、二箇月）を下ることができない。
Open this provision(Objection of Creditors)
a statement to the effect that creditors may state their objections within a certain period of time.
債権者が一定の期間内に異議を述べることができる旨
Open this provision(Method of Public Notice of a Company)
A company may prescribe any one of the following methods as the method of public notice in its articles of incorporation:
会社は、公告方法として、次に掲げる方法のいずれかを定款で定めることができる。
Open this provision(Method of Public Notice of a Company)
publication in a daily newspaper that publishes matters on current affairs; or
時事に関する事項を掲載する日刊新聞紙に掲載する方法
Open this provision(Method of Public Notice of a Company)
electronic public notice.
電子公告
Open this provisionmeans of giving public notice
「公告方法」
The way a company, including a foreign company, gives those public notices that no law requires to be published in the Official Gazette, such as in a daily newspaper or by electronic public notice.
Defined inArticle 2, paragraph (1), item (xxxiii)· applies throughout the law
monies, etc.machine translation
「金銭等」
Money and any other property.
Defined inArticle 151, paragraph (1)
trust company, etc.machine translation
「信託会社等」
Trust companies, and banks and other financial institutions that the Prime Minister has authorized under Article 1, paragraph (1) of the Act on Engagement in Trust Business by Financial Institutions to carry on trust business — for example, those with which a company places property in trust for a creditor who objects to a reduction of its stated capital (Article 449).
Defined inArticle 449, paragraph (5)
surplus amount
「剰余金額」
A membership company's surplus, calculated under Article 626, paragraph (4), which limits how much a limited liability company may refund or pay out to its members.
Defined inArticle 626, paragraph (4)
partnership interest refund amount
「持分払戻額」
The book value of the money or other property a limited liability company hands a member when it refunds the member's equity interest, as on the member's withdrawal.
Short name set inArticle 635, paragraph (1)· applies only in this subsection
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.