①Creditors who hold agreement claims (hereinafter in this Section referred to as "agreement claim creditors") may not effect set-offs in the cases set forth below:

②The provisions of item (ii) through item (iv) of the preceding paragraph do not apply if the assumption of debt pursuant to the provisions of those provisions is based on any of the causes set forth below:

①Creditors who owe debts to a liquidating stock company cannot effect the set-off in the cases set forth below:

②The provisions under items (ii) through (iv) of the preceding paragraph do not apply if the acquisition of the agreement claims provided for in those provisions is based on any of the causes set forth below:

In order to participate in special liquidation procedures based on a claim in respect of foreign taxes subject to mutual assistance, an agreement claim creditor holding such a claim must obtain a decision to implement mutual assistance as prescribed in Article 11, paragraph (1) of the Act on Special Provisions for the Enforcement of Tax Treaties.

①If an order to commence special liquidation is issued, the liquidation of the liquidating stock company is subject to supervisions by the court.

②If the court finds it necessary, it may seek a statement of opinion with respect to procedures for the special liquidation of relevant liquidating stock company from the government agency that supervises the business of the liquidating stock company, or entrust the investigations to the same.

③The government agency under the preceding paragraph may state its opinion with respect to the procedures for special liquidation of relevant liquidating stock company to the court.

The court may at any time order a liquidating stock company to report the status of its administration of the liquidation and assets, or otherwise conduct investigations that are necessary for the supervision of the liquidation.

If an order to commence special liquidation is issued, the liquidating stock company must, without delay after the approval under Article 492, paragraph (3) is given, submit the inventory of property (meaning the inventory of property provided for in that paragraph; hereinafter the same applies in this Article); provided, however, that, if the inventory of property has been prepared as an electronic or magnetic record, a document showing the information recorded in that electronic or magnetic record must be submitted to the court.

①If the court finds it necessary after the commencement of special liquidation considering the status of the assets of a liquidating stock company, it may effect the disposition ordering that the matters set forth below be investigated by investigators (hereinafter in Article 533 referred to as "investigation order") in response to a petition by liquidators, company auditors, creditors who have claims equivalent to one tenth or more of the total amount of the claims of creditors that have stated their claims and other creditors known to the liquidating stock company, or shareholders who 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, that period), not less than three hundredths of the voting rights of all shareholders (excluding the shareholders that cannot exercise voting rights on all matters on which resolutions can be passed at the shareholders meeting; or, if any proportion less than that is provided for in the articles of incorporation, that proportion) or shareholders who 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, that period), not less than three hundredths of the issued shares (excluding treasury shares; or, if a lower proportion is provided for in the articles of incorporation, the proportion) or ex officio:

②The amounts of the claims in relation to which creditors who hold security interest (limited to special liens, pledges, mortgages or rights of retention provided for in the provisions of this Act or Commercial Code) with respect to the assets of a liquidating stock company are entitled to payment by exercising those security interests are not included in the amount of the claims under the preceding paragraph.

③For the purpose of the application of the provisions of paragraph (1) to liquidating stock companies that are not public companies, the phrase "have held, for the consecutive period of six months or more (or, if a shorter period is provided for in the articles of incorporation, that period)", in that paragraph is deemed to be replaced with "hold".

If special liquidation is commenced, liquidators assume the duty to perform the liquidation administration in fairness and good faith in relation to creditors, the liquidating stock company and shareholders.

①The court may dismiss liquidators in response to the petition by creditors or shareholders or ex officio if the liquidators do not perform the liquidation administration properly or there otherwise are significant grounds to do so.

②The court appoints liquidators if there is any vacancy in the office of liquidator.

③Even if there are liquidators in office, the court may appoint additional liquidators if the court finds it necessary.

①If necessary, liquidators may appoint one or more liquidators' agents at their own responsibility to cause them perform the duties of the liquidators.

②Permission of the court must be obtained with respect to the appointment of agents of liquidators under the preceding paragraph.

①Liquidators may receive advance payment of the expense, and remuneration determined by the court.

②The provisions of the preceding paragraph apply mutatis mutandis to liquidators' agents.

①The court may appoint one or more supervisors and grant to relevant supervisors the authority to give consent in lieu of the permission under Article 535, paragraph (1).

②Corporations may act as supervisors.

①The court supervises supervisors.

②The court may dismiss supervisors in response to the petition by interested parties or ex officio if the supervisors fail to supervise the management of the business and assets of the liquidating stock company properly or there otherwise are significant grounds to do so.

If there are two or more supervisors, they perform their duties jointly; provided, however, that they may perform their duties individually or divide their duties, with the permission of the court.

①Supervisors may at any time ask liquidators and company auditors of a liquidating stock company and employees, including managers, to provide a report on the business, or investigate the status of the business and property of the liquidating stock company.

②When it is necessary to perform their duties supervisors may ask subsidiary companies of a liquidating stock company to provide reports on the business, or investigate the status of the business and assets of subsidiary companies of the liquidating stock company.