Article 774-2Preparation of Partial Share Exchange Plans
第七百七十四条の二（株式交付計画の作成）
A stock company may effect a partial share exchange. In these cases, the stock company must prepare a partial share exchange plan.
株式会社は、株式交付をすることができる。この場合においては、株式交付計画を作成しなければならない。
Article 774-3Partial Share Exchange Plans
第七百七十四条の三（株式交付計画）
If a stock company effects a partial share exchange, the partial share exchange plan must provide for the following matters:
株式会社が株式交付をする場合には、株式交付計画において、次に掲げる事項を定めなければならない。
the trade name and address of the subsidiary company resulting from a partial share exchange; (meaning the stock company that issued the shares to be acquired by the parent company resulting from a partial share exchange (meaning the stock company effecting the partial share exchange; the same applies hereinafter) through the partial share exchange; the same applies hereinafter);
株式交付子会社（株式交付親会社（株式交付をする株式会社をいう。以下同じ。）が株式交付に際して譲り受ける株式を発行する株式会社をいう。以下同じ。）の商号及び住所
the minimum number of shares of the subsidiary company resulting from a partial share exchange to be acquired by the parent company resulting from a partial share exchange through the partial share exchange(in the case of a company with class shares, the classes of shares and the number of each class);
the number of shares of the parent company resulting from a partial share exchange to be delivered as consideration for shares of the subsidiary company resulting from a partial share exchange to be delivered to the transferors of the shares of the subsidiary company resulting from a partial share exchange (in the case of a company with class shares, the classes of shares and the number of shares of each class) or the method for calculating that number and the matters concerning the amount of the stated capital and reserves of the parent company resulting from a partial share exchange;
matters concerning the allotment of the shares of the parent company resulting from a partial share exchange set forth in the preceding item to the transferors of the shares of the subsidiary company resulting from a partial share exchange;
if the parent company resulting from a partial share exchange is to deliver monies, etc. (excluding shares of the parent company resulting from a partial share exchange; the same applies hereinafter in this item and the following item) to the transferors of the shares of the subsidiary company resulting from a partial share exchange as consideration for the shares when effecting the partial share exchange, the following matters concerning the monies, etc.:
if relevant monies, etc. are bonds of the parent company resulting from a partial share exchange (excluding those with respect to bonds with share options), the classes of relevant bonds and the total amount for each class of bonds, or the method for calculating the total amount;
if relevant monies, etc. are share options of the parent company resulting from a partial share exchange (excluding those attached to bonds with share options), the content and number of relevant share options, or the method for calculating the number;
if relevant monies, etc. are bonds with share options of the parent company resulting from a partial share exchange, the matters prescribed in (a) concerning relevant bonds with share options and the matters prescribed in (b) concerning the hare options attached to relevant bonds with share options; or
if relevant monies, etc. are property other than bonds or share options of the parent company resulting from a partial share exchange, the content and number or amount of relevant property, or the method for calculating the number or amount; and
matters concerning the allotment of the monies, etc. referred in the preceding item to the transferors of the shares of the subsidiary company resulting from a partial share exchange;
if the parent company resulting from a partial share exchange is to acquire share options of the subsidiary company resulting from a partial share exchange (other than those attached to bonds with share options) or bonds with share options of the subsidiary company resulting from a partial share exchange (hereinafter collectively referred to as "share options, etc.") with the shares of the subsidiary company resulting from a partial share exchange when effecting the partial share exchange, the features and number of relevant share options, etc. or the method for calculating that number;
in the cases prescribed in the preceding item, if the parent company resulting from a partial share exchange is to deliver monies, etc. to the transferors of the share options, etc. of the subsidiary company resulting from a partial share exchange as consideration for the share options, etc. when effecting the partial share exchange, the following matters concerning the monies, etc.:
if the monies, etc. are shares of the parent company resulting from a partial share exchange, the number of the relevant shares (in the case of a company with class shares, the classes of shares and the number of shares of each class) or the method for calculating number, and the matters concerning the amount of the stated capital and reserves of the parent company resulting from a partial share exchange;
if the monies, etc. are bonds of the parent company resulting from a partial share exchange (excluding those with respect to bonds with share options), the classes of relevant bonds and the total amount for each class of bonds, or the method for calculating the total amount;
if the monies, etc. are share options of the parent company resulting from a partial share exchange (excluding those attached to bonds with share options), the content and number of relevant share options, or the method for calculating the number;
if the monies, etc. are bonds with share options of the parent company resulting from a partial share exchange, the matters prescribed in (b) concerning relevant bonds with share options and the matters prescribed in (c) concerning the share options attached to the bonds with share options; or
if the monies, etc. are property other than shares, etc. of the parent company resulting from a partial share exchange, the content and number or amount of the property, or the method for calculating the number or amount;
in the case prescribed in the preceding item, the matters concerning the allotment of the monies, etc. referred to in that item to the transferors of the share options, etc. of the subsidiary company resulting from a partial share exchange;
the date of the offer for transfer of the shares and share options, etc. of the subsidiary company resulting from a partial share exchange; and
the day on which the partial share exchange becomes effective (hereinafter referred to as the "effective day" in this Chapter).
株式交付がその効力を生ずる日（以下この章において「効力発生日」という。）
In the cases prescribed in the preceding paragraph, the provisions on the matters set forth in item (ii) of that paragraph must be provisions in which that the number of shares of the subsidiary company resulting from a partial share exchange is causes that the subsidiary company resulting from a partial share exchange to become a subsidiary of the parent company resulting from a partial share exchange on the effective day.
In the cases prescribed in paragraph (1), if a subsidiary company resulting from a partial share exchange is a company with class shares, the parent company resulting from a partial share exchange may decide the following matters as the matters set forth in item (iv) of that paragraph in accordance with the features of the classes of shares issued by the subsidiary company resulting from a partial share exchange:
if there is any arrangement that no shares of the parent company resulting from a partial share exchange will be allotted to the transferors of a certain class of shares, a statement to that effect and the class of shares; and
ある種類の株式の譲渡人に対して株式交付親会社の株式の割当てをしないこととするときは、その旨及び当該株式の種類
beyond the matter set forth in the preceding item, if there is an arrangement that each class of shares is to be treated differently with respect to allotment of shares of the parent company resulting from a partial share exchange, a statement to that effect and the details of the different treatment.
In the cases prescribed in paragraph (1), the provisions regarding the matters set forth in item (iv) of that paragraph must stipulate that the shares of the parent company resulting from a partial share exchange will be delivered in proportion to the number of the shares of the subsidiary company resulting from a partial share exchange (or, if there are provisions with respect to the matters set forth in item (ii) of the preceding paragraph, the number of the shares of each class) transferred by the transferors of the shares of the subsidiary company resulting from a partial share exchange (excluding the relevant transferors of the class of shares referred to in item (i) of the preceding paragraph) to the parent company resulting from a partial share exchange.
The provisions of the preceding two paragraphs apply mutatis mutandis to the matters set forth in paragraph (1), item (vi). In those cases, the term "shares of the parent company resulting from a partial share exchange" in the preceding two paragraphs is deemed to be replaced with "monies, etc. (excluding the shares of the parent company resulting from a partial share exchange)."
第七百七十四条の四（株式交付子会社の株式の譲渡しの申込み）
A parent company resulting from a partial share exchange must notify persons who intend to offer to deliver shares issued by the subsidiary company resulting from the partial share exchange of the matters set forth in the following items:
the trade name of the parent company resulting from a partial share exchange;
株式交付親会社の商号
the content of the partial share exchange plan; and
株式交付計画の内容
beyond the matters provided in the preceding two items, matters provided in the Ministry of Justice Order.
前二号に掲げるもののほか、法務省令で定める事項
A person who submits an offer to deliver shares of the subsidiary company resulting from a partial share exchange must deliver a document giving the following information to the parent company resulting from a partial share exchange by the date provided in paragraph (1), item (x) of the preceding Article:
the name and address of the person making the offer; and
申込みをする者の氏名又は名称及び住所
the number of shares of the subsidiary company resulting from a partial share exchange to be delivered (in the case of a company with class shares, the classes of the shares and the number of shares for each class).
A person who makes an offer referred to in the preceding paragraph may, in lieu of delivering a document as referred to in that paragraph, provide the information that is required to be detailed in the document referred to in that paragraph by electronic or magnetic means, with the approval of the parent company resulting from a partial share exchange and pursuant to the provisions of cabinet order. In those cases, the person offering is deemed to have delivered the document under that paragraph.
The provisions of paragraph (1) do not apply if the parent company resulting from a partial share exchange has issued a prospectus provided for in Article 2, paragraph (10) of the Financial Instruments and Exchange Act that states the matters set forth in each item of that paragraph to a person who intends to submit the application in paragraph (1), and in other cases prescribed by Ministry of Justice Order as cases where it is unlikely that the protection of persons who intend to submit offers to deliver shares of the subsidiary company resulting from a partial share exchange is compromised.
If there are changes in the matters set forth in any item of paragraph (1) (including change of the effective day pursuant to the provisions of Article 816 -9, paragraph (1) and change of the day provided in paragraph (1), item (x) of the preceding Article pursuant to the provisions of Article 816, paragraph (5)), the parent company resulting from a partial share exchange must immediately notify persons who have submitted offers provided in paragraph (2) (hereinafter in this Chapter referred to as "offerors") thereof and of the matters so changed.
It is sufficient for a notice or demand to an offeror to be sent by the parent company resulting from a partial share exchange to the address under paragraph (2), item (i) (or, if the offeror notifies the parent company resulting from a partial share exchange of a different place or contact address for the receipt of notices or demands, to the place or contact address).
The notice or demand referred to in the preceding paragraph is deemed to have reached the addressee at the time when the notice or demand must have normally arrived.
前項の通知又は催告は、その通知又は催告が通常到達すべきであった時に、到達したものとみなす。