Article 22. Liability of
Transferee Corporation When Using of Trade Name of Transferring Corporation
(Compare
Articles 26 & 27, 29 of the
former Commercial Code)
1. In those cases where a transferee of a business (hereinafter
in this Chapter called “transferee corporation”) continues to use the trade
name of the transferring corporation, the transferee corporation will likewise
be liable for repayment of the obligations arising out of the business of the
transferring corporation.
2. The
provisions of the previous paragraph shall not apply in those cases where the
transferee corporation immediately, without delay registers that it shall not
be liable for the obligations of the transferring corporation. The same shall
be the case where immediately, without delay after the transfer, notice to the
same effect is given by the transferor and transferee to a third party and the
third party has received the notice.
3. In
those situations where the transferee corporation bears liability for the
repayment of obligations of the transferring corporation based on the
provisions of paragraph 1, the liability of the transferring corporation to
creditors shall be extinguished when two years have passed since the date of
the transfer of the business, when no demand or notice of demand has been made.
4. In
the case of paragraph 1, repayments
to the transferee corporation of claims arising out of the business of the
transferring corporation shall be
legally valid when made in good
faith and without gross
negligence.
Disclaimer: This translation is for general reference purposes only and is provided on an “as is” basis with no warranties made whatsoever. Attorney Roderick H. Seeman (licensed in the USA) shall not be responsible for any consequences resulting from the use of this translation. Reliance must be placed on the original Japanese text of the laws. In the text of the translation article headings are added in parenthesis are not in the Japanese language original and are added only for the purposes of enhanced comprehension.
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