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

membership companies that go into liquidation themselves under the provisions of the preceding Article (hereinafter referred to as "liquidating membership companies") are deemed to remain in existence until the completion of liquidation to the extent of the purpose of the liquidation.

A liquidating membership company must have one or more liquidators.

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

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

③Notwithstanding the provisions of the preceding two paragraphs, with respect to a liquidating membership company that has dissolved on the grounds set forth in Article 641, item (iv) or item (vii), the court appoints a liquidator in response to a petition by interested parties or the Minister of Justice or ex officio.

④Notwithstanding the provisions of paragraphs (1) and (2), with respect to a liquidating membership company that has fallen under the cases set forth in Article 644, item (ii) or (iii), the court appoints a liquidator in response to a petition by the interested parties.

①Liquidators (excluding those appointed by the court under the provisions of paragraphs (2) through (4) of the preceding Article) may be dismissed at any time.

②Dismissals under the provisions of the preceding paragraph are determined by a majority of the members unless otherwise provided for in the articles of incorporation.

③If there are significant grounds, the court may dismiss a liquidator in response to a petition by the members or other interested parties.

Liquidators perform the following duties:

①A liquidator executes the operations of the liquidating membership company.

②If there are two or more liquidators, the operations of the liquidating membership company are decided by a majority of the liquidators, unless otherwise provided for in the articles of incorporation.

③Notwithstanding the provisions of the preceding paragraph, if there are two or more members, transfer of some or all of the business of a liquidating membership company is decided by a majority of the members.

①The relationship between a liquidating membership company and its liquidators is governed by the applicable provisions on mandate.

②The provisions of Article 593, paragraph (2), Article 594 and Article 595 apply mutatis mutandis to liquidators. In these cases, "members other than relevant members" in Article 594, paragraph (1) and Article 595, paragraph (1) is deemed to be read as "members (or, if relevant liquidators are members, members other than relevant liquidators)".

If liquidators fail to discharge their duties, the liquidators are jointly and severally liable to compensate the liquidating membership company for losses arising as a result.

If liquidators have acted in bad faith or with gross negligence in discharging their duties, relevant liquidators are jointly and severally liable to compensate losses arising in a third party as a result.

①If corporations act as liquidators, relevant corporations must appoint persons who are to perform the duties of relevant liquidators and notify the members of the names and addresses of the persons.

②The provisions of the preceding three articles apply mutatis mutandis to the persons who are to perform the duties of liquidators appointed under the provisions of the preceding paragraph.

①A liquidator represents the liquidating membership company; provided, however, that this does not apply if liquidators or other persons who represent the liquidating membership 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 membership company individually.

③A liquidating membership company may appoint liquidators who represent the liquidating membership company from among the liquidators pursuant to the articles of incorporation, or through the appointment by the liquidators (excluding those appointed by the court under the provisions of Article 647, paragraph (2) through paragraph (4); hereinafter the same applies in this paragraph) from among themselves pursuant to the provisions of the articles of incorporation.

④If members who execute the operations become liquidators pursuant to the provisions of Article 647, paragraph (1), item (i), if the members that represent the membership company are already prescribed, relevant members that represent the membership company become the liquidators that represent the liquidating membership company.

⑤If the court appoints liquidators under the provisions of Article 647, paragraph (2) through paragraph (4), the court may prescribe liquidators that represent the liquidating membership company from among those liquidators.

⑥The provisions of Article 599, paragraph (4) and paragraph (5) apply mutatis mutandis to liquidators that represent the liquidating membership company, and the provisions of Article 603 apply mutatis mutandis to persons that are appointed by a provisional disposition order provided for in Article 56 of the Civil Provisional Remedies Act to perform the duties of liquidators or liquidators who represent the liquidating membership company on behalf of them, respectively.

①If it has become clear that the assets of a liquidating membership company are not sufficient to fully discharge its debts, liquidators must immediately file a petition for the commencement of bankruptcy procedures.

②If a liquidating membership company is subject to a ruling for the commencement of bankruptcy procedures, if liquidators have transferred the administration of the same to the trustee in bankruptcy, liquidators are deemed to have completed their duties.

③In the cases provided for in the preceding paragraph, if the liquidating membership company has already made payments to creditors or distributions to members, the trustee in bankruptcy may retrieve the same.

If the court has appointed a liquidator under the provisions of Article 647, paragraphs (2) through (4), the court may prescribe the amount of the remuneration that the liquidating membership company pays to relevant liquidator.

①Liquidators must investigate the current status of the property of the liquidating membership companies and prepare, pursuant to the provisions of Ministry of Justice Order, an inventory of property and the balance sheet as of the day when the liquidating membership companies fell under cases set forth in any of the items of Article 644 (hereinafter in this Section referred to as "inventory of property") and notify each member of the details of the same, without delay after assuming office.

②liquidating membership companies must retain its inventory of property from the time of the preparation of relevant inventory of property until the registration completion of the liquidation at the location of its head office.

③liquidating membership companies must report every month the current status of the liquidation at the request of the members.

The court may, in response to a petition or ex officio, order parties to a lawsuit to submit the inventory of property, in whole or in part.

①A liquidating membership company (limited to limited liability companies; hereinafter the same applies in this paragraph and the following Article) must, without delay after having fallen under a case set forth in any item of Article 644, give public notice in Official Gazette to the creditors of relevant liquidating membership companies to the effect that creditors should state their claims during a certain period of time and must give notice of the same separately to each known creditor, if any; provided, however, that the period cannot be less than two months.

②The public notice pursuant to the provisions of the preceding paragraph must contain a notation to the effect that relevant creditors will be excluded from the liquidation unless they state their claims during that period of time.

①A liquidating membership company cannot perform its obligations during the period of time under paragraph (1) of the preceding Article. In these cases, a liquidating membership company cannot be exempted from the liability arising from its failure to perform.

②Notwithstanding the provisions of the preceding paragraph, even during the period of time under paragraph (1) of the preceding Article, a liquidating membership company may, with the permission of the court, perform its obligations relating to minor claims, claims secured by security interests over the assets of the liquidating membership company, or other claims unlikely to be detrimental to other creditors even if performed. In these cases, if there are two or more liquidators, the petition for relevant permission must be made with the consent of all of them.