In the cases set forth in the following items, the creditors provided for in those items may state their objections to the absorption-type merger, etc. to the surviving stock company, etc.:
in cases of effecting an absorption-type merger:creditors of the stock company surviving the absorption-type merger;
吸収合併をする場合 吸収合併存続株式会社の債権者
in cases of effecting an absorption-type company split:creditors of the stock company succeeding in the absorption-type split; or
吸収分割をする場合 吸収分割承継株式会社の債権者
in cases of effecting a share exchange other than where the monies, etc. to be delivered to shareholders of the wholly owned subsidiary company resulting from the share exchange are only shares in the wholly owning parent stock company resulting from the share exchange or those prescribed by Ministry of Justice Order as being equivalent thereto, or in the cases prescribed in Article 768, paragraph (1), item (iv), (c):creditors of the wholly owning parent stock company resulting from the share exchange.
株式交換をする場合において、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以外の場合又は第七百六十八条第一項第四号ハに規定する場合 株式交換完全親株式会社の債権者
If the creditors of the surviving stock company, etc. are able to state their objection pursuant to the provisions of the preceding paragraph, the surviving stock company, etc. must give public notice of the matters set forth below in Official Gazette and must give notices separately to each known creditor, if any; provided, however, that the period under item (iv) may not be less than one month:
a statement that an absorption-type merger, etc. will be effected;
吸収合併等をする旨
the trade name and address of the disappearing company, etc.;
消滅会社等の商号及び住所
the matters prescribed by Ministry of Justice Order as the matters regarding the financial statements of the surviving stock company, etc. and the disappearing company, etc. (limited to a stock company); and
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 the surviving stock company, etc. gives public notice under that paragraph by method of public notice set forth in Article 939, paragraph (1), item (ii) or item (iii) in accordance with the provisions of the articles of incorporation under the provisions of that paragraph beyond Official Gazette, the surviving stock company, etc. is not required to give separate notices under the provisions of the preceding paragraph.
If creditors do not raise any objections within the period under paragraph (2), item (iv), relevant creditors are deemed to have approved the absorption-type merger, etc.
If creditors raise objections within the period under paragraph (2), item (iv), the surviving stock company, etc. must make payment or provide reasonable security to relevant creditors, or entrust equivalent property to a trust company, etc. for the purpose of having relevant creditors receive the payment; provided, however, that this does not apply if there is no risk of harm to relevant creditors by relevant absorption-type merger, etc.
Read this with the articles around it
(Share Exchange Agreement Which Causes a Stock Company to Acquire the Issued Shares)
if the wholly owning parent stock company resulting from the share exchange is to deliver to holders of share options in the wholly owned subsidiary company resulting from the share exchange share…
株式交換完全親株式会社が株式交換に際して株式交換完全子会社の新株予約権の新株予約権者に対して当該新株予約権に代わる当該株式交換完全親株式会社の新株予約権を交付するときは、当該新株予約権についての次に掲げる事項
Open this provision(Objections of Creditors)
In the cases set forth in the following items, the creditors provided for in those items may state their objections to the absorption-type merger, etc. to the surviving stock company, etc.:
次の各号に掲げる場合には、当該各号に定める債権者は、存続株式会社等に対し、吸収合併等について異議を述べることができる。
Open this provision(Objections of Creditors)
If the creditors of the surviving stock company, etc. are able to state their objection pursuant to the provisions of the preceding paragraph, the surviving stock company…
前項の規定により存続株式会社等の債権者が異議を述べることができる場合には、存続株式会社等は、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、第四号の期間は、一箇月を下ることができない。
Open this provision(Objections 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 provisionabsorption-type merger
「吸収合併」
A merger in which one existing company survives and takes over all the rights and obligations of the other company, which ceases to exist.
Defined inArticle 2, paragraph (1), item (xxvii)· applies throughout the law
absorption-type company split
「吸収分割」
A stock company or limited liability company's handing over all or part of the rights and obligations of its business to another existing company, which takes them over.
Defined inArticle 2, paragraph (1), item (xxix)· applies throughout the law
share exchange
「株式交換」
A stock company's having all of its issued shares acquired by another existing stock company or limited liability company, which becomes its sole owner.
Defined inArticle 2, paragraph (1), item (xxxi)· applies throughout the law
means 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)
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
financial statements
「計算書類」
The financial statements a stock company must prepare for each business year: the balance sheet, the profit and loss statement and the other statements a Ministry of Justice Order (法務省令) sets as needed to show its assets and its profit and loss.
Defined inArticle 779, paragraph (2), item (ii)· applies only in this chapter
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
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
disappearing company, etc.
「消滅会社等」
In an absorption-type merger, an absorption-type company split or a share exchange, the company merged away, the company splitting off its business, or the company becoming a wholly owned subsidiary.
Short name set inArticle 796, paragraph (1)· applies only in this division
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.