In cases of effecting an absorption-type merger, etc. (excluding the following cases), dissenting shareholders may demand that the disappearing stock company, etc. purchase, at a fair price, the shares that they hold:
in cases prescribed in Article 783, paragraph (2); or
第七百八十三条第二項に規定する場合
in cases prescribed in Article 784, paragraph (2).
第七百八十四条第二項に規定する場合
The "dissenting shareholders" provided for in the preceding paragraph means the shareholders provided for in the following items in the cases set forth in the same items (excluding shareholders entitled to allotment of equity interests, etc. prescribed in Article 783, paragraph (4) in the cases prescribed in that paragraph):
前項に規定する「反対株主」とは、次の各号に掲げる場合における当該各号に定める株主（第七百八十三条第四項に規定する場合における同項に規定する持分等の割当てを受ける株主を除く。）をいう。
if a resolution at a shareholders meeting (including a general meeting of class shareholders) is required to effect the absorption-type merger, etc.: the following shareholders:
shareholders who gave notice to relevant disappearing stock company, etc. to the effect that they dissented from relevant absorption-type merger, etc. prior to relevant shareholders meeting and who dissented from relevant absorption-type merger, etc. at relevant shareholders meeting (limited to those who can exercise voting rights at relevant shareholders meeting);
shareholders who are unable to exercise voting rights at relevant shareholders meeting; and
当該株主総会において議決権を行使することができない株主
in cases other than those prescribed in the preceding item:all shareholders (excluding the special controlling company in the cases prescribed in the main clause of Article 784, paragraph (1)).
前号に規定する場合以外の場合 全ての株主（第七百八十四条第一項本文に規定する場合における当該特別支配会社を除く。）
A disappearing stock company, etc. must notify its shareholders (excluding shareholders entitled to allotment of equity interests, etc. prescribed in Article 783, paragraph (4) in the cases prescribed in that paragraph and the special controlling company in the cases prescribed in the main clause of Article 784, paragraph (1)) that it will effect an absorption-type merger, etc. and the trade name and address of the surviving company, etc., by twenty days prior to the effective day; provided, however, that this does not apply in the cases set forth in the items of paragraph (1).
消滅株式会社等は、効力発生日の二十日前までに、その株主（第七百八十三条第四項に規定する場合における同項に規定する持分等の割当てを受ける株主及び第七百八十四条第一項本文に規定する場合における当該特別支配会社を除く。）に対し、吸収合併等をする旨並びに存続会社等の商号及び住所を通知しなければならない。ただし、第一項各号に掲げる場合は、この限りでない。
In the following cases, a public notice may be substituted for the notice under the provisions of the preceding paragraph:
次に掲げる場合には、前項の規定による通知は、公告をもってこれに代えることができる。
if the disappearing stock company, etc. is a public company; or
if the disappearing stock company, etc. obtains the approval of the absorption-type merger agreement, etc. by the resolution at a shareholders meeting set forth in Article 783, paragraph (1).
消滅株式会社等が第七百八十三条第一項の株主総会の決議によって吸収合併契約等の承認を受けた場合
To make a demand under the provisions of paragraph (1) (hereinafter referred to as the "exercise of appraisal rights" in this division), a dissenting shareholder must indicate the number of shares with regard to which the shareholder is exercising appraisal rights (or, for a company with classes shares, the classes of the shares and the number of shares for each class), between twenty days prior to the effective day and the day immediately preceding the effective day.
When intending to exercise appraisal rights on shares for which share certificates have been issued, shareholders of those shares must submit the share certificates representing those shares to the disappearing stock company, etc.;provided, however, that this does not apply to a person who makes a demand pursuant to the provisions of Article 223 with respect to those share certificates.
Shareholders exercising appraisal rights may withdraw their demands for appraisal only with the approval of the disappearing stock company, etc.
The demands of the shareholders exercising appraisal rights lose effect if the absorption-type merger, etc. is cancelled.
The provisions of Article 133 do not apply to shares for the exercise of appraisal rights.
Read this with the articles around it
public company
「公開会社」
A stock company whose articles of incorporation do not require the company's approval for transfers of at least some of its shares; it need not be listed on a stock exchange.
Defined inArticle 2, paragraph (1), item (v)· applies throughout the law
company with class shares
「種類株式発行会社」
A stock company that issues two or more classes of shares with different terms on the matters listed in Article 108, paragraph (1), such as dividends of surplus or voting rights.
Defined inArticle 2, paragraph (1), item (xiii)· applies throughout the law
general meeting of class shareholders
「種類株主総会」
A meeting of the shareholders who hold a particular class of shares in a company with class shares.
Defined inArticle 2, paragraph (1), item (xiv)· applies throughout the law
special controlling company
「特別支配会社」
A company that, together with the stock companies it wholly owns and similar corporations set by Ministry of Justice Order (法務省令), holds nine tenths or more of the votes in a stock company, or any higher proportion that company's articles of incorporation set.
Defined inArticle 468, paragraph (1)
dissenting shareholders
「反対株主」
The shareholders who may demand that the company buy their shares at a fair price when it carries out a major action such as a merger, a business transfer or a share consolidation: chiefly those who gave notice of their opposition and voted against it, and those who could not vote on it.
Defined inArticle 469, paragraph (2)
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 782, paragraph (1)· applies only in this section
absorption-type merger agreement, etc.
「吸収合併契約等」
The agreement for an absorption-type merger, an absorption-type company split or a share exchange, which the companies involved must keep at their head office for shareholders and creditors to inspect.
Short name set inArticle 782, paragraph (1)· applies only in this section
absorption-type merger, etc.
「吸収合併等」
An absorption-type merger, an absorption-type company split or a share exchange.
Short name set inArticle 782, paragraph (1)· applies only in this section
disappearing stock company, etc.
「消滅株式会社等」
A stock company that is merged away in an absorption-type merger, splits off business in an absorption-type company split, or becomes a wholly owned subsidiary in a share exchange, and must keep the merger agreement, split agreement or share exchange agreement at its head office.
Short name set inArticle 782, paragraph (1)· applies only in this division
surviving company, etc.
「存続会社等」
The company that survives an absorption-type merger, takes over business in an absorption-type company split, or becomes the wholly owning parent company in a share exchange.
Short name set inArticle 784, paragraph (1)· applies only in this division
dissenting shareholders
「反対株主」
The shareholders who may demand that the company buy their shares at a fair price when it carries out a major action such as a merger, a business transfer or a share consolidation: chiefly those who gave notice of their opposition and voted against it, and those who could not vote on it.
Defined inArticle 785, paragraph (2)
exercise of appraisal rights
「株式買取請求」
A dissenting shareholder's demand that the company buy their shares at a fair price when it carries out a major action such as a share consolidation, a business transfer, a merger, a company split or a share exchange.
Short name set inArticle 785, paragraph (5)· applies only in this division
shareholders meeting
株主総会
The meeting of a stock company's shareholders, and the body through which they decide the company's basic matters. It elects the directors and company auditors (Companies Act, Article 329, paragraph (1)) and changes the articles of incorporation (Article 466). In a company without a board of directors it may decide any matter about the company; in one with a board, only what the Act or the articles of incorporation leave to it (Article 295). An annual shareholders meeting must be called after the end of every business year, and another may be called whenever needed (Article 296). A resolution normally passes by a majority of the votes present, with holders of a majority of the votes entitled to vote attending (Article 309, paragraph (1)).
Written by AI using Companies Act, Arts. 295, 296, 309, 329, 466 as a reference.