Article 761Effectuation of an Absorption-Type Company Split Which Causes a Membership Company to Succeed to Rights and Obligations

①A membership company succeeding in an absorption-type split succeeds to the rights and obligations of the company splitting in the absorption-type split, in accordance with the provisions of the absorption-type company split agreement, on the effective day.

②Notwithstanding the provisions of the preceding paragraph, if a creditor of the company splitting in an absorption-type split who is able to state an objection pursuant to the provisions of Article 789, paragraph (1), item (ii) (including the case where it is applied mutatis mutandis pursuant to Article 793, paragraph (2); the same applies in the following paragraph) and who has not received the separate notice set forth in Article 789, paragraph (2) (excluding item (iii) and including the case where it is applied mutatis mutandis pursuant to Article 793, paragraph (2); the same applies in the following paragraph) (in the cases prescribed in Article 789, paragraph (3) (including the case where it is applied mutatis mutandis pursuant to Article 793, paragraph (2)), limited to one who is a creditor of the obligation caused by a tort; the same applies in the following paragraph), may request the company splitting in the absorption-type split to perform the obligations to the extent of the value of property held by the company splitting in the absorption-type split on the effective day, even if that creditor is not allowed, under the Absorption-type company split agreement, to request the company splitting in the absorption-type split to perform the obligations after the Absorption-type company split.

③Notwithstanding the provisions of paragraph (1), if a creditor of the company splitting in the absorption-type split who is able to state an objection pursuant to the provisions of Article 789, paragraph (1), item (ii) and who has not received the separate notice set forth in paragraph (2) of that Article, may request the membership company succeeding in the absorption-type split to perform the obligations to the extent of the value of property to which it has succeeded, even if that creditor is not allowed, under the absorption-type company split agreement, to request the membership company succeeding in the absorption-type split to perform the obligations after the absorption-type company split.

④Notwithstanding the provisions of paragraph (1), if a company splitting in the absorption-type split implemented an absorption-type company split with the knowledge that it would harm creditors (hereinafter referred to as "remaining creditors") of the obligation that would not be succeeded to a membership company succeeding in the absorption-type split, the remaining creditors may request the performance of the obligation from the membership company succeeding in the absorption-type split to the extent of the value of property to which it has succeeded; provided, however, that this does not apply if the membership company succeeding in the absorption-type split did not know that it would harm remaining creditors when the absorption-type company split became effective.

⑤The provisions of the preceding paragraph do not apply to cases where there are provisions on the matters set forth in item (vii) of the preceding Article.

⑥If a membership company succeeding in the absorption-type split is liable to perform the obligation set forth in paragraph (4) pursuant to the provisions of the same paragraph, the liabilities are extinguished in relation to a remaining creditor who does not demand the performance or does not give advance notice of the demand within two years from when the remaining creditor comes to know that the company splitting in the absorption-type split implemented the absorption-type company split with the knowledge that it would harm remaining creditors, when that period elapses. The same applies to when ten years elapses from the effective day.

⑦When an order of commencement of bankruptcy proceedings, order of commencement of rehabilitation proceedings, or order of commencement of reorganization proceedings is made with regard to a company splitting in the absorption-type split, remaining creditors may not exercise the right to make a request pursuant to the provisions of paragraph (4) from a membership company succeeding in the absorption-type split.

⑧In the case prescribed in item (iv) of the preceding Article, the company splitting in the absorption-type split, in accordance with the provisions on the matters set forth in that item, becomes a member of the membership company succeeding in the absorption-type split on the effective day. In these cases, the membership company succeeding in the absorption-type split is deemed to have effected changes to the articles of incorporation relating to the member set forth in that item on the effective day.

⑨If there are provisions on the matter set forth in item (v), (a) of the preceding Article, the company splitting in the absorption-type split, in accordance with the provisions of the absorption-type company split agreement, becomes holders of bonds referred to in (a) of that item on the effective day.

⑩The provisions of the preceding paragraphs do not apply if procedures under the provisions of Article 789 (excluding paragraph (1), item (iii) and paragraph (2), item (iii), and including the case where it is applied mutatis mutandis pursuant to Article 793, paragraph (2)) or Article 799 (excluding paragraph (2), item (iii)) as applied mutatis mutandis pursuant to Article 802, paragraph (2) are not completed yet or where the absorption-type merger is cancelled.