A membership company effecting entity conversion becomes a stock company on the effective day.
A membership company effecting entity conversion is, in accordance with the provisions on the matters set forth in paragraph (1), items (i) and (ii) of the preceding Article, deemed to have effected changes to the articles of incorporation related to the matters on the effective day.
Members of a membership company effecting entity conversion, in accordance with the provisions on the matters set forth in paragraph (1), item (vi) of the preceding Article, become shareholders of the shares set forth in item (v) of the same paragraph on the effective day.
In the cases set forth in the following items, members of a membership company effecting entity conversion become the persons specified in each of those items, in accordance with the provisions on the matters set forth in paragraph (1), item (viii) of the preceding Article, on the effective day:
if there are provisions on the matters set forth paragraph (1), item (vii), (a) of the preceding Article:the holders of the bonds referred to in (a) of that item;
if there are provisions on the matters set forth in paragraph (1), item (vii), (b) of the preceding Article:holders of the share options referred to in (b) of that item; and
if there are provisions on the matters set forth in paragraph (1), item (vii), (c) of the preceding Article:the holders of the bonds constituting bonds with share options referred to in (c) of that item, and holders of the share options attached to those bonds.
The provisions of the preceding paragraphs do not apply if procedures under the provisions of Article 779 (excluding paragraph (2), item (ii)) as applied mutatis mutandis pursuant to Article 781, paragraph (2) are not completed yet or if the entity conversion is cancelled.
前各項の規定は、第七百八十一条第二項において準用する第七百七十九条（第二項第二号を除く。）の規定による手続が終了していない場合又は組織変更を中止した場合には、適用しない。
share option
「新株予約権」
A right that entitles its holder, by exercising it against a stock company, to receive shares of that company.
Defined inArticle 2, paragraph (1), item (xxi)· applies throughout the law
bonds with share options
「新株予約権付社債」
A bond with share options attached to it.
Defined inArticle 2, paragraph (1), item (xxii)· applies throughout the law
bond
「社債」
A money claim against a company, arising from an allotment the company makes under this Act, that is to be repaid according to the terms set under Article 676.
Defined inArticle 2, paragraph (1), item (xxiii)· applies throughout the law
entity conversion
「組織変更」
A company's changing its legal form, either from a stock company into a membership company (a general partnership, limited partnership or limited liability company) or the other way round.
Defined inArticle 2, paragraph (1), item (xxvi)· applies throughout the law
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)
effective day
「効力発生日」
The day on which the corporate action in question takes effect, such as a share consolidation, business transfer, entity conversion, merger, company split, share exchange or partial share exchange.
Short name set inArticle 744, paragraph (1), item (ix)· applies only in this chapter
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.