Article 794Keeping and Inspection of Documents Concerning an Absorption-Type Merger Agreement
第七百九十四条（吸収合併契約等に関する書面等の備置き及び閲覧等）
A stock company surviving an absorption-type merger, a stock company succeeding in an absorption-type split, or the wholly owning parent stock company resulting from a share exchange (hereinafter referred to as the "surviving stock company, etc." in this division) must, from the day on which the absorption-type merger agreement, etc. began to be kept until the day on which six months have elapsed from the effective day, keep documents detailing the absorption-type merger agreement, etc. and other information prescribed by Ministry of Justice Order, or electronic or magnetic records in which the information has been recorded, at its head office.
吸収合併存続株式会社、吸収分割承継株式会社又は株式交換完全親株式会社（以下この目において「存続株式会社等」という。）は、吸収合併契約等備置開始日から効力発生日後六箇月を経過する日までの間、吸収合併契約等の内容その他法務省令で定める事項を記載し、又は記録した書面又は電磁的記録をその本店に備え置かなければならない。
The "day on which the absorption-type merger agreement, etc. began to be kept" prescribed in the preceding paragraph means the earliest of the following days:
前項に規定する「吸収合併契約等備置開始日」とは、次に掲げる日のいずれか早い日をいう。
if the absorption-type merger agreement, etc. is required to be approved by a resolution at a shareholders meeting (including a general meeting of class shareholders), the day two weeks prior to the day of the shareholders meeting (or, in the cases prescribed in Article 319, paragraph (1), the day when the proposal under that paragraph is submitted);
the day of the notice under the provisions of Article 797, paragraph (3) or the day of the public notice under paragraph (4) of that Article, whichever is earlier; or
第七百九十七条第三項の規定による通知の日又は同条第四項の公告の日のいずれか早い日
if the procedures under the provisions of Article 799 are required to be carried out, the day of the public notice under the provisions of paragraph (2) of that Article or the day of the notice under the provisions of that paragraph, whichever is earlier.
Shareholders and creditors of a surviving stock company, etc. (or, if the monies, etc. to be delivered to shareholders of the wholly owned subsidiary company resulting from a share exchange are limited to shares of the wholly owning parent stock company resulting from the share exchange or those prescribed by Ministry of Justice Order as being equivalent thereto (excluding the case prescribed in Article 768, paragraph (1), item (iv), (c)), shareholders) may make the following requests to the surviving stock company, etc. at any time during its business hours; provided, however, that the fees designated by the surviving stock company, etc. are required to be paid in order to make the requests set forth in item (ii) or item (iv):
存続株式会社等の株主及び債権者（株式交換完全子会社の株主に対して交付する金銭等が株式交換完全親株式会社の株式その他これに準ずるものとして法務省令で定めるもののみである場合（第七百六十八条第一項第四号ハに規定する場合を除く。）にあっては、株主）は、存続株式会社等に対して、その営業時間内は、いつでも、次に掲げる請求をすることができる。ただし、第二号又は第四号に掲げる請求をするには、当該存続株式会社等の定めた費用を支払わなければならない。
requests for inspection of the documents referred to in paragraph (1);
第一項の書面の閲覧の請求
requests for delivery of a transcript or extract of the documents referred to in paragraph (1);
第一項の書面の謄本又は抄本の交付の請求
a request to inspect anything that is used in a manner prescribed by Ministry of Justice Order to display the information recorded in an electronic or magnetic record as referred to in paragraph (1); and
a request to be provided with the information recorded in an electronic or magnetic record as referred to in paragraph (1) by an electronic or magnetic means that the surviving stock company, etc. has designated, or a request to be issued a document showing that information.
Read this with the articles around it
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
electronic or magnetic means
「電磁的方法」
A method that uses an electronic data processing system or other information and communications technology, of a kind set by Ministry of Justice Order (法務省令).
Defined inArticle 2, paragraph (1), item (xxxiv)
electronic or magnetic record
「電磁的記録」
A record made in electronic, magnetic or any other form people cannot perceive directly, of a kind that Ministry of Justice Order (法務省令) specifies as used in computer processing.
Defined inArticle 26, paragraph (2)
monies, etc.machine translation
「金銭等」
Money and any other property.
Defined inArticle 151, paragraph (1)
stock company surviving the absorption-type merger
「吸収合併存続株式会社」
A stock company that survives an absorption-type merger.
Short name set inArticle 749, paragraph (1), item (i)· applies only in this part
stock company succeeding in the absorption-type split
「吸収分割承継株式会社」
A stock company that takes over rights and obligations of another company's business in an absorption-type company split.
Short name set inArticle 758, paragraph (1), item (i)· applies only in this part
wholly owned subsidiary company resulting from the share exchangemachine translation
「株式交換完全子会社」
The stock company all of whose issued shares are acquired by another company in a share exchange.
Short name set inArticle 768, paragraph (1), item (i)· applies only in this part
wholly owning parent stock company resulting from the share exchangemachine translation
「株式交換完全親株式会社」
A stock company that acquires all the issued shares of another stock company in a share exchange.
Short name set inArticle 768, paragraph (1), item (i)· applies only in this part
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
day on which the absorption-type merger agreement, etc. began to be keptmachine translation
「吸収合併契約等備置開始日」
For a stock company that disappears in an absorption-type merger, splits in an absorption-type company split or becomes wholly owned in a share exchange, the day from which it must keep the agreement at its head office: the earliest of two weeks before the shareholders meeting that must approve the agreement, the day it notifies its shareholders or share option holders or gives public notice to them, and the day it gives public notice or notice to its creditors, or, where none of these applies, two weeks after a company split or share exchange agreement is concluded.
Defined inArticle 782, paragraph (2)
surviving stock company, etc.
「存続株式会社等」
A stock 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 794, paragraph (1)· applies only in this division
day on which the absorption-type merger agreement, etc. began to be keptmachine translation
「吸収合併契約等備置開始日」
For a stock company that survives an absorption-type merger, succeeds to a business in an absorption-type company split or acquires all the shares in a share exchange, the day from which it must keep the agreement at its head office: the earliest of two weeks before the shareholders meeting that must approve the agreement, the day it notifies its shareholders or gives public notice to them, and, where it must follow the procedure for creditors' objections, the day it gives public notice or notice to its creditors.
Defined inArticle 794, paragraph (2)
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.