Company Act Article 76Aug. 1, 2018

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.

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Company Act Article 76-1Aug. 1, 2018

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.

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Company Act Article 71Aug. 1, 2018

A company shall be dissolved under any of the following circumstances:

1. The occurrence of the conditions for dissolution stipulated in the Articles of Incorporation;
2. The accomplishment or impossibility of accomplishment of the purpose for which the company has been formed;
3. Approval by two thirds or more of all shareholders;
4. The reduction of the number of shareholders to a number below the minimum required by this Act;
5. Consolidation or merger with another company;
6. Bankruptcy; or
7. 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.

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