Section 5.Dissolution, Consolidation or Merger and Reincorporation |
| Article 71 | A company shall be dissolved under any of the following circumstances:
- The occurrence of the conditions for dissolution stipulated in the Articles of Incorporation;
- The accomplishment or impossibility of accomplishment of the purpose for which the company has been formed;
- Approval by two thirds or more of all shareholders;
- The reduction of the number of shareholders to a number below the minimum required by this Act;
- Consolidation or merger with another company;
- Bankruptcy; or
- Order or judgment for dissolution.
In such cases as specified in items 1 and 2 of the aforesaid paragraph, if all or a part of the shareholders agree to continue the business, they may so continue, and those disagreed are deemed to be retired.
In the case specified in Item 4 of Paragraph 1, new shareholders may join the company to continue the business.
In case of continuation of the business under the circumstances specified in the two preceding paragraphs, the Articles of Incorporation shall be modified.
|
|
| Article 72 | A company may, with the unanimous agreement of all shareholders, consolidate or merge with another company.
|
Info |
| Article 73 | A company shall, upon adoption of a resolution to enter into the process of company merger or consolidation, prepare a balance sheet and an inventory of property.
A company shall, after having resolved to enter into the process of company merger or consolidation, give a notice to each creditor of the company as well as a public notice of such resolution, and shall fix a time limit of not less than thirty (30) days within which the creditors may raise their objections, if any, to such resolution.
|
|
| Article 74 | A company which fails to give the individual notice or the public notice or to settle its liabilities with or to provide an appropriate security for the claims of the creditors who have made objections within the time limit fixed under the preceding Paragraph shall not set up the company merger or consolidation resolution as a defence against such creditors.
|
Info |
| Article 75 | Rights and obligations of a company ceasing to exist after consolidation or merger shall be assumed by the surviving or new company.
|
Info |
| Article 76 | A company may, with unanimous agreement of all shareholders, change a part of its shareholders to shareholders with limited liability or admit shareholders of limited liability and reincorporate it into an unlimited company with limited liability shareholders.
The provisions of the aforesaid paragraph shall mutatis mutandis apply to a company continuing business in accordance with the provisions of Article 71, Paragraph 3.
|
Info |
| Article 76-1 | A company may reincorporate into a limited company or a company limited by shares with the approval by two thirds or more of all shareholders to modify its Articles of Incorporation.
Under the circumstance of the preceding paragraph, the dissenting shareholders may withdraw his/her share capital by giving a written notice to the company.
|
|
| Article 77 | The provisions of Article 73 to 75 shall mutatis mutandis apply to the reincorporation of a company under the preceding two articles.
|
Info |
| Article 78 | The shareholders who become shareholders of limited liability under Article 76, Paragraph 1 or Article 76-1, Paragraph 1, shall still bear joint and unlimited responsibility for the obligations which the company acquired prior to its reincorporation, for a period of two years following registration of such reincorporation.
|
Info |