Section 171. In the case where the liquidator deems it necessary for the liquidation or upon request by the creditors of the company, the liquidator may convene a joint meeting of the creditors of the company and the liquidator to consider affairs and final standing of the company and enter into an agreement for debt repayment.

An agreement for partial debt repayment or repayment by any other means shall be binding on only the creditors who have given consent thereto.

Section 172. If after all debts of the company have been repaid or an amount has been set a side therefore there is some property left, the liquidator shall divide such property among the shareholders according to number of shares held by them, unless otherwise provided by the articles of association of the company in respect of preference shares.

Section 173. After the liquidator has proceeded in accordance having complied with the provisions of this Chapter, and if he or she is of the opinion that the property of the company is insufficient to pay for all the debts and settlement cannot be reached with all the debtors, the liquidator shall request the court to order the company bankrupt.

Section 174. The liquidator shall make a report on the liquidation and submit the same together with the account of receipts and expenditure pertaining to the liquidation to the Registration every three months covering the period from the date of appointment to the conclusion of the liquidation.

The report on the liquidation and the account of receipts and expenditure shall be prepared in the form and to contain items as prescribed in the ministerial regulation.

If there appears a defect in the liquidation, the Registrar has the power to order the liquidator to rectify such defect. In this connection, the liquidator shall proceed with the rectification and report to the Registrar within the period fixed by the Registrar.

Section 175. If the liquidation cannot be concluded within one year from the date of registration of the dissolution of the company has been accepted by the Registrar, the liquidators shall convene the meeting of shareholders every year within four months from the date ending the year's period for report on the liquidation work that has been carried and to be carried out and submission of the balance sheet and profit and loss account for the information of the shareholders.

Section 176. Upon conclusion of the liquidation, the liquidator shall prepare a report on results of the liquidation and the account of receipts and expenditure for submission to the meeting of shareholders for approval within four months from the date of the liquidation conclusion.

After the report and account under paragraph one have been approved at the meeting of shareholders, the liquidator shall apply to the Registrar for registration of the liquidation conclusion within fourteen days from the date of approval by the meeting of shareholders and deliver to the Registrar all accounts and documents supporting account entry of the company.

Upon registration thereof, the Registrar shall note in the register the requirement to and maintain the accounts and documents supporting entry thereof the company delivered to the Registrar for a period not less than three years from the date of the liquidation conclusion.

Section 177. Subject to Section 175, the liquidator shall complete the liquidation within five years from the date of registration of the company dissolution. If the expiration is not completed within five years, the liquidator shall submit a report describing the reasons therefore every three months, and the Registrar shall have powers to order the liquidator to act in any way to reasonably accelerate the liquidation.

Section 178. No suit claiming of debts from the company, shareholders, or the liquidator as debts or shall be taken after the expiration of two years' period from the date of registration of the completion of liquidation.

Section 179. As regards any act for which approval or consent of the meeting of shareholders is required where the meeting of shareholders cannot be held, the liquidator shall request approval and consent of the Registrar.

CHAPTER 15
Conversion of a Private Company into a Company

Section 180. A private company may be converted into a company, with a special resolution under the Civil and Commercial Code.

Section 181. In the meeting of shareholders under Section 180, if a resolution for the conversion of the private company into a company under this Act, the board of directors shall arrange for consideration of the following matters as well:
(1) the memorandum of association of the private company that needs revision and the capital of the private company may be also increased after the conversion;
(2) the articles of association of the company;
(3) the election of Directors;
(4) the election of the auditor of the company;
(5) other matters necessary for the conversion.

In the consideration of matters under paragraph one, provisions on the company governing the respective matters shall apply mutatis mutandis.

Section 182. The board of directors of the private company shall deliver the business, property, accounts, documents, and evidence of the private company to the newly- elected board of directors within seven days from the date of conclusion of the meeting under Section 181.

Section 183. The newly-elected board of directors shall apply for registration of the private company conversion and at the same time submit to the Registrar the minutes of the meeting, memorandum of association, and articles of association under Section 181 duly approved within fourteen days from the date of conclusion of the meeting under Section 179, and Section 39 shall apply mutatis mutandis.

Section 184. Upon registration by the Registrar of the conversion into a company under this Act, the former private company shall cease to have the status of a limited company under the Civil and Commercial Code and the Registrar shall note in the register to that effect.

Section 185. A private company which has registered its conversion into a company shall be entitled to all assets, liabilities, rights, and responsibilities of the former private company.

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