A stock company must go into liquidation in the cases set forth below, subject to the provisions of this Chapter:

Stock companies that go into liquidation under the provisions of the preceding Article (hereinafter referred to as "liquidating stock companies") are deemed to remain in existence until the liquidation is completed, to the extent of the purpose of the liquidation.

①A liquidating stock company must have one or more liquidators.

②A liquidating stock company may have a board of liquidators, a company auditor, a board of company auditors or a board of company auditors as prescribed by the articles of incorporation.

③A liquidating stock company the articles of incorporation of which provide that a board of company auditors must be established must establish a board of liquidators.

④A liquidating stock company that was a public company or a large company when it fell under a case set forth in each item of Article 475 must establish a company auditor.

⑤A liquidating stock company that was a company with audit and supervisory committee when it fell under a case set forth in each item of Article 475 and to which the provisions of the preceding paragraph apply, a director who is an audit and supervisory committee member will be the company auditor.

⑥A liquidating stock company that was a company with nominating committee, etc. when it fell under a case set forth in each item of Article 475 and to which the provisions of paragraph (4) apply, an audit committee member will be the company auditor.

⑦The provisions of Chapter IV, Section 2 do not apply to liquidating stock companies.

①The following persons become liquidators of a liquidating stock company:

②In the absence of a liquidator under the provisions of the preceding paragraph, the court appoints the liquidator in response to the petition by the interested parties.

③Notwithstanding the provisions of the preceding two paragraphs, with respect to a liquidating stock company that has dissolved on the grounds set forth in Article 471, item (vi), the court appoints the liquidator in response to a petition by the interested parties or the Minister of Justice or ex officio.

④Notwithstanding the provisions of paragraphs (1) and (2), with respect to a liquidating stock company that has fallen under the cases set forth in Article 475, item (ii) or item (iii), the court appoints the liquidator in response to a petition by the interested parties.

⑤For the purpose of application of the provisions of paragraph (1), item (i) to a liquidating stock company that was a company with audit and supervisory committee when it fell under a case set forth in each item of Article 475, the term "director" in the same item is deemed to be replaced with "director other than a director who is an audit and supervisory committee member".

⑥For the purpose of the application of the provisions of paragraph (1), item (i) to a liquidating stock company that was a company with nominating committee, etc. when it fell under a case set forth in each item of Article 475, the term "director" in the same item is deemed to be replaced with "director who is not an Audit committee member".

⑦Notwithstanding the provisions of Article 335, paragraph (3), at a company with board of company auditors that is a liquidating stock company, which was a company with audit and supervisory committee or a company with nominating committee, etc. when it fell under the case set forth in each item of Article 475, company auditors must be three or more and half or more of them must correspond to all of the following requirements:

⑧The provisions of Article 330, Article 331, paragraph (1), and Article 331-2 apply mutatis mutandis to liquidators, and the provisions of paragraph (5) of Article 331 apply mutatis mutandis to companies with board of liquidators (meaning liquidating stock companies that establish a board of liquidators or liquidating stock companies that must establish a board of liquidators under the provisions of this Act; the same applies hereinafter), respectively. In these cases, "directors" in that paragraph is deemed to be replaced with "liquidators".

①Liquidators (excluding those appointed by the court pursuant to the provisions of paragraphs (2) through (4) of the preceding Article) may be dismissed at any time by a resolution at a shareholders meeting.

②If there are substantial grounds, the court may dismiss a liquidator in response to the petition by the following shareholders:

③For the purpose of the application of the provisions of the items of the preceding paragraph to liquidating stock companies that are not public companies, the phrase "have held, for the consecutive period of past six months or more (or, if a shorter period is provided for in the articles of incorporation, the period)", in those provisions is deemed to be replaced with "hold".

④The provisions of Article 346, paragraphs (1) through (3) apply mutatis mutandis to liquidators.

①If liquidating stock companies effect any of the following changes in the articles of incorporation, company auditors of relevant liquidating stock companies resign when relevant change in the articles of incorporation takes effect:

②The provisions of 336 do not apply to company auditors of liquidating stock companies.

Liquidators perform the following duties:

①A liquidator executes the business of the liquidating stock companies (excluding companies with board of liquidators; hereinafter the same applies in this Article).

②If there are two or more liquidators, the business of the liquidating stock company is determined by a majority of the liquidators, unless otherwise provided for in the articles of incorporation.

③In the cases provided for in the preceding paragraph, the liquidators cannot delegate the determination on the following matters to individual liquidators:

④The provisions of Articles 353 through 357 (excluding paragraph (3)), Article 360 and Article 361, paragraphs (1) and (4) apply mutatis mutandis to liquidators (as to the provisions of these Articles, excluding liquidators appointed by the court under the provisions of Article 478, paragraphs (2) through (4)). In these cases, the phrase "Article 349, paragraph (4)" in Article 353 is deemed to be replaced with "Article 349, paragraph (4)applied mutatis mutandis under Article 483, paragraph (6)", the term "representative director" in Article 354 is deemed to be replaced with "representative liquidator (referring to the representative liquidator provided for in Article 483, paragraph (1))", and the phrase "a company with company auditor or a company with audit and supervisory committee or a company with nominating committee, etc." in Article 360, paragraph (3) is deemed to be replaced with "a company with company auditor".

①A liquidator represents the liquidating stock company; provided, however, that this does not apply if representative liquidators (meaning liquidators who represent the liquidating stock company; the same applies hereinafter) or other persons who represent the liquidating stock company are otherwise prescribed.

②If there are two or more liquidators referred to in the main clause of the preceding paragraph, each liquidator represents the liquidating stock company individually.

③A liquidating stock company (excluding a company with board of liquidators) may appoint representative liquidators from among the liquidators under the articles of incorporation, or through the appointment by the liquidators (excluding those that are appointed by the court pursuant to the provisions of Article 478, paragraphs (2) through (4); hereinafter the same applies in this paragraph) from among themselves pursuant to the applicable provisions of the articles of incorporation, or by the resolution at the shareholders meeting.

④If directors become liquidators pursuant to the provisions of Article 478, paragraph (1), item (i), if representative directors are already specified, relevant representative directors will be the representative liquidators.

⑤If the court appoints liquidators pursuant to the provisions of Article 478, paragraphs (2) through (4), it may prescribe representative liquidators from among those liquidators.

⑥The provisions of Article 349, paragraphs (4) and (5) and Article 351 apply mutatis mutandis to representative liquidators, and the provisions of Article 352 apply mutatis mutandis to persons who are appointed by the provisional disposition order provided for in Article 56 of the Civil Provisional Remedies Act to perform the duties of liquidators or representative liquidators on behalf of them, respectively.