(1) A Subsidiary may not acquire the shares of a Stock Company that is its Parent Company (hereinafter in this article referred to as "Parent Company's Shares").〔【出典】日本法令外国語訳データベースシステム 〕
1 株式移転設立完全親会社は、その成立の日に、株式移転完全子会社の発行済株式の全部を取得する。
(1) The Wholly Owning Parent Company Incorporated through Share Transfer shall acquire all of the Issued Shares of the Wholly Owned Subsidiary Company in Share Transfer on the day of its formation.〔【出典】日本法令外国語訳データベースシステム 〕
(1) The provisions of Part II, Chapter I (excluding Article 27 (excluding items (iv) and (v)), Article 29, Article 31, Article 39, Section 6 and Article 49) shall not apply to incorporation of a Stock Company Incorporated through Consolidation-type Merger, a Stock Company Incorporated through Incorporation-type Company Split or a Wholly Owning Parent Company Incorporated through Share Transfer (hereinafter referred to as an "Incorporated Stock Company" in this Division).〔【出典】日本法令外国語訳データベースシステム 〕
(2) The provisions of Part II, Chapter I (excluding Article 27 (excluding items (iv) and (v)), Article 29, Article 31, Article 39, Section 6 and Article 49) (Incorporation) of the Companies Act shall not apply to the incorporation of a Wholly Owning Parent Company Formed by Share Transfer on Entity Conversion.〔【出典】日本法令外国語訳データベースシステム 〕
(2) In the cases prescribed in the first sentence of the preceding paragraph, pledges on the Shares of the Former Wholly Owning Parent Company shall be effective with respect to the Shares of the Former Wholly Owned Subsidiary Company.〔【出典】日本法令外国語訳データベースシステム 〕
(2) The Splitting Stock Company(ies) in Incorporation-type Company Split or the Wholly Owned Subsidiary Company in Share Transfer shall, for a period of six months from the day of formation of the Company Incorporated through Incorporation-type Company Split or the Wholly Owning Parent Company Incorporated through Share Transfer, keep the documents or Electromagnetic Records set forth in the items of the preceding paragraph at its head office.〔【出典】日本法令外国語訳データベースシステム 〕
(2) The shareholders of the Wholly Owned Subsidiary Company in Share Transfer shall, in accordance with the provisions on the matters set forth in item (vi) of the preceding Article, become shareholders of the shares set forth in item (v) of that paragraph on the day of formation of the Wholly Owning Parent Company Incorporated through Share Transfer.〔【出典】日本法令外国語訳データベースシステム 〕
(2) Notwithstanding the provisions of Article 135(3), the Surviving Stock Company, etc. set forth in the preceding paragraph may hold the Parent Company's Shares of the Surviving Stock Company, etc. until the Effective Day; provided, however, that this shall not apply when the Absorption-type Merger, etc. is cancelled.〔【出典】日本法令外国語訳データベースシステム 〕
(2) A converting Mutual Company shall, in carrying out a share exchange on Entity Conversion, conclude a contract for share exchange on Entity Conversion with the Wholly Owning Parent Company for Share Exchange on Entity Conversion.〔【出典】日本法令外国語訳データベースシステム 〕
(3) The provisions of the preceding paragraph shall apply mutatis mutandis to the cases where it is necessary for the purpose of pursuing the liability of Officers by a creditor of a Company with Auditors and to the cases where it is necessary for the purpose of exercising the rights of a Member of the Parent Company.〔【出典】日本法令外国語訳データベースシステム 〕
(3) When the pledgees with respect to the pledges set forth in the preceding paragraph are Registered Pledgees of Shares, the Former Wholly Owning Parent Company shall, without delay after the judgment set forth in paragraph (1) became final and conclusive, notify the Former Wholly Owned Subsidiary Company of the matters listed in the items of Article 148 regarding such Registered Pledgees of Shares.〔【出典】日本法令外国語訳データベースシステム 〕
3 子会社は、相当の時期にその有する親会社株式を処分しなければならない。
(3) The Subsidiary shall dispose of the Parent Company's Shares held by the same at an appropriate time.〔【出典】日本法令外国語訳データベースシステム 〕
(3) If it is necessary for the purpose of exercising the rights of a Member of the Parent Company of a Stock Company, he/she may, with the permission of the court, make the request listed in each item of paragraph (1) with respect to the account books or materials relating thereto. In such cases, the reasons for such request shall be disclosed.〔【出典】日本法令外国語訳データベースシステム 〕
(3) If it is necessary for a partner of the Parent Company of a Liquidating Stock Company to exercise such partner's rights, such partner may, with the permission of the court, make the requests listed in each item of the preceding paragraph with respect to the Balance Sheet of such Liquidating Stock Company; provided, however, that the expenses prescribed by such Liquidating Stock Company must be paid in order to make the requests listed in item (ii) or item (iv) of that paragraph.〔【出典】日本法令外国語訳データベースシステム 〕
(3) Where a converting Mutual Company issuing shares pursuant to the provision of Article 92 carries out a share exchange on Entity Conversion, the subscribers for shares who have made payments or delivered contributions in kind for their shares shall, pursuant to the provisions of the Entity Conversion plan, receive allocation of shares issued, or monies delivered, at the time of the share exchange by the Wholly Owning Parent Company for Share Exchange on Entity Conversion.〔【出典】日本法令外国語訳データベースシステム 〕
(3) The articles of incorporation of a Wholly Owning Parent Company Formed by Share Transfer on Entity Conversion shall be drafted by the converting Mutual Company carrying out the share transfer on Entity Conversion (or, in the case of paragraph (1), item (ix), the converting Mutual Company carrying out the share transfer on Entity Conversion and the Stock Company set forth in that item).〔【出典】日本法令外国語訳データベースシステム 〕
(4) The provisions of the preceding two paragraphs shall apply mutatis mutandis to the matters mentioned in paragraph (1)(viii). In such cases, the term "shares of the Wholly Owning Parent Company Incorporated through Share Transfer" in the preceding two paragraphs shall be deemed to be replaced with "Bonds, etc. of the Wholly Owning Parent Company Incorporated through Share Transfer."〔【出典】日本法令外国語訳データベースシステム 〕
(4) The provision of the preceding paragraph shall apply mutatis mutandis to the cases where it is necessary for the purpose of pursuing the liability of committee members by a creditor of a Company with Committees and where it is necessary for the purpose of exercising the rights of a Member of the Parent Company.〔【出典】日本法令外国語訳データベースシステム 〕
(4) The court may not grant the permission referred to in the preceding paragraph if there are any of the facts provided for in each item of paragraph (2) with respect to the Member of the Parent Company referred to in the preceding paragraph.〔【出典】日本法令外国語訳データベースシステム 〕
(4) If, after the formation of a Stock Company, it is necessary for the purpose of exercising the rights of a Member of the Parent Company of such Stock Company, he/she may, with the permission of the court, make the requests listed in each item of the preceding paragraph with respect to the minutes referred to in paragraph (1).〔【出典】日本法令外国語訳データベースシステム 〕
(4) If, after the formation of a Stock Company, it is necessary for the purpose of exercising the rights of a Member of the Parent Company of such Stock Company, he/she may, with the permission of the court, make the requests listed in each item of the preceding paragraph with respect to the documents or Electromagnetic Records under paragraph (2).〔【出典】日本法令外国語訳データベースシステム 〕
(4) If it is necessary for a member of the Parent Company of a Stock Company to exercise his/her rights, such member of the Parent Company may, with the permission of the court, make the requests set forth in each item of paragraph (2) with respect to the Share Option registry of such Stock Company. In such cases, the reasons for such requests shall be disclosed.〔【出典】日本法令外国語訳データベースシステム 〕
(4) If it is necessary for a member of the Parent Company of a Stock Company to exercise his/her rights, such member of the Parent Company may, with the permission of the court, make the requests in each item of paragraph (2) with respect to the shareholder registry of such Stock Company. In such cases, the reasons for such requests shall be disclosed.〔【出典】日本法令外国語訳データベースシステム 〕
(4) If it is necessary for the purpose of exercising the rights of a Member of the Parent Company of a Stock Company, he/she may, with the permission of the court, make the requests listed in each item of the preceding paragraph with respect to the Financial Statements, Etc. of such Stock Company; provided, however, that, in order to make the requests listed in item (ii) or (iv) of that paragraph, the fees designated by such Stock Company are required to be paid.〔【出典】日本法令外国語訳データベースシステム 〕
(4) If it is necessary for the purpose of exercising the rights of a Member of the Parent Company of such Stock Company, he/she may, with the permission of the court, make the requests listed in each item of the preceding paragraph with respect to the documents or Electromagnetic Records under paragraph (2).〔【出典】日本法令外国語訳データベースシステム 〕
(4) In cases where a bond-issuing Company is a Stock Company, if it is necessary for a partner in the Parent Company of such bond-issuing Company to exercise his/her right, such partner in the Parent Company may, with the permission of the court, make the request in each item of paragraph (2) with respect to the bond registry of such bond-issuing Company. In such cases, the reasons of such request must be disclosed.〔【出典】日本法令外国語訳データベースシステム 〕
(4) If the court finds that the inspection or copying relating to the requests under paragraph (2) (including the case of the mutatis mutandis application under the preceding paragraph. The same shall apply hereinafter in this paragraph) is likely to cause substantial detriment to such Company with Board of Company Auditors or its Parent Company or Subsidiary, the court may not grant the permission under paragraph (2).〔【出典】日本法令外国語訳データベースシステム 〕
(5) In the case prescribed in (c) of item (ix) of paragraph (1) of the preceding Article, the Wholly Owning Parent Company Incorporated through Share Transfer shall succeed to the obligations relating to the Bonds pertaining to Bonds with Share Options set forth in (c) of that item on the day of its formation.〔【出典】日本法令外国語訳データベースシステム 〕
(5) The provision of the preceding paragraph shall apply mutatis mutandis to the cases where it is necessary for the purpose of exercising the rights of a Member of the Parent Company of a Company with Board of Directors.〔【出典】日本法令外国語訳データベースシステム 〕