In the cases set forth in the following items, the creditors provided for in those items may state their objections to the consolidation-type merger, etc. to the disappearing stock company, etc.:
in cases of effecting a consolidation-type merger:creditors of any stock company disappearing in the consolidation-type merger;
新設合併をする場合 新設合併消滅株式会社の債権者
in cases of effecting an incorporation-type company split:creditors of the stock company splitting in the incorporation-type split who are unable to request the stock company splitting in the incorporation-type split to perform the obligations (including performance of the guarantee obligations that the stock company splitting in the incorporation-type split jointly and severally assumes with the company incorporated in the incorporation-type split as a guarantor) (or, if there are provisions on the matter set forth in Article 763, paragraph (1), item (xii) or Article 765, paragraph (1), item (viii), creditors of the stock company splitting in the incorporation-type split); or
新設分割をする場合 新設分割後新設分割株式会社に対して債務の履行（当該債務の保証人として新設分割設立会社と連帯して負担する保証債務の履行を含む。）を請求することができない新設分割株式会社の債権者（第七百六十三条第一項第十二号又は第七百六十五条第一項第八号に掲げる事項についての定めがある場合にあっては、新設分割株式会社の債権者）
if the share options under share transfer plan are share options attached to bonds with share options:bond holders regarding relevant bonds with share options.
株式移転計画新株予約権が新株予約権付社債に付された新株予約権である場合 当該新株予約権付社債についての社債権者
If all or part of the creditors of the disappearing stock company, etc. are able to state their objection pursuant to the provisions of the preceding paragraph, the disappearing 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 (limited to one who is able to state an objection pursuant to the provisions of that paragraph), if any; provided, however, that the period under item (iv) may not be less than one month:
a statement that a consolidation-type merger, etc. will be effected;
新設合併等をする旨
the trade name and address of the other consolidated company, etc. and the incorporated company;
the matters prescribed by Ministry of Justice Order as the matters regarding the financial statements of the disappearing stock company, etc.; 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 disappearing stock company, etc. gives public notice under that paragraph by the 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 in addition to Official Gazette, the disappearing stock company, etc. is not required to give separate notices under the provisions of the preceding paragraph (excluding the notices to creditors of the obligations of the stock company splitting in the incorporation-type split that have arisen due to a tort in the case of effecting an incorporation-type company split).
If creditors do not raise any objections within the period under paragraph (2), item (iv), these creditors are deemed to have approved the consolidation-type merger, etc.
If creditors raise objections within the period under paragraph (2), item (iv), the disappearing stock company, etc. must make payment or provide reasonable security to these creditors, or entrust equivalent property to a trust company, etc. for the purpose of having these creditors receive the payment; provided, however, that this does not apply if there is no risk of harm to relevant creditors by relevant consolidation-type merger, etc.
Read this with the articles around it
(Incorporation-Type Company Split Plan by Which a Stock Company Is Incorporated)
if the stock company splitting in the incorporation-type split conducts any one of the following acts on the day of formation of the stock company incorporated in the incorporation-type split…
新設分割株式会社が新設分割設立株式会社の成立の日に次に掲げる行為をするときは、その旨
Open this provision(Incorporation-Type Company Split Plan by Which a Membership Company Is Incorporated)
if the stock company splitting in the incorporation-type split conducts any one of the following acts on the day of formation of the membership company incorporated in the incorporation-type split…
新設分割株式会社が新設分割設立持分会社の成立の日に次に掲げる行為をするときは、その旨
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 consolidation-type merger, etc. to the disappearing 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、消滅株式会社等に対し、新設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 all or part of the creditors of the disappearing stock company, etc. are able to state their objection pursuant to the provisions of the preceding paragraph, the disappearing stock company…
前項の規定により消滅株式会社等の債権者の全部又は一部が異議を述べることができる場合には、消滅株式会社等は、次に掲げる事項を官報に公告し、かつ、知れている債権者（同項の規定により異議を述べることができるものに限る。）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 provisionshare 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
consolidation-type merger
「新設合併」
A merger of two or more companies in which all of them cease to exist and a new company formed by the merger takes over all their rights and obligations.
Defined inArticle 2, paragraph (1), item (xxviii)· applies throughout the law
incorporation-type company split
「新設分割」
One or more stock companies or limited liability companies handing over all or part of the rights and obligations of their business to a new company formed by the split.
Defined inArticle 2, paragraph (1), item (xxx)· 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
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 disappearing in the consolidation-type mergermachine translation
「新設合併消滅株式会社」
A stock company that ceases to exist in a consolidation-type merger.
Short name set inArticle 753, paragraph (1), item (vi)· applies only in this part
company incorporated in the incorporation-type split
「新設分割設立会社」
The new company formed in an incorporation-type company split, which takes over the rights and obligations handed over to it.
Short name set inArticle 763, paragraph (1)· applies only in this part
stock company splitting in the Incorporation-type split
「新設分割株式会社」
A stock company that hands over rights and obligations of its business to a new company formed in an incorporation-type company split.
Short name set inArticle 763, paragraph (1), item (v)· applies only in this part
share options under share transfer plan
「株式移転計画新株予約権」
Share options of a company becoming wholly owned in a share transfer whose holders are to receive share options of the new parent company in their place, under the share transfer plan.
Short name set inArticle 773, paragraph (1), item (ix), (a)· 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
disappearing stock company, etc.
「消滅株式会社等」
A stock company that is merged away in a consolidation-type merger, splits off business in an incorporation-type company split, or becomes a wholly owned subsidiary in a share transfer, and must keep the merger agreement, split plan or share transfer plan at its head office.
Short name set inArticle 803, paragraph (1)· applies only in this division
incorporated company
「設立会社」
The new company formed in a consolidation-type merger, an incorporation-type company split or a share transfer.
Short name set inArticle 803, paragraph (1)· applies only in this division
consolidation-type merger, etc.
「新設合併等」
A consolidation-type merger, an incorporation-type company split or a share transfer.
Short name set inArticle 804, paragraph (4)· applies only in this section
disappearing company, etc.
「消滅会社等」
In a consolidation-type merger, an incorporation-type company split or a share transfer, the other companies taking part besides the stock company giving notice: those merged away, those splitting off their business, or those becoming wholly owned subsidiaries.
Short name set inArticle 806, paragraph (3)· applies only in this section
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.