(1) A limited company may be converted to a stock company by a resolution adopted at a general meeting by the unanimous consent of all members: Provided, That the company may substitute the said resolution by a resolution at a general meeting of members under Article 585, as determined by the articles of incorporation.
(2) In cases of an organizational change under paragraph (1), the total amount of the issuance price of shares which are to be issued at the time of the organizational change shall not exceed the value of the net assets of the company.
(3) No organizational change under paragraph (1) shall take effect unless it is authorized by the court.
(4) If, in cases of an organizational change under paragraph (1), the value of the net assets of the company is less than the total amount of the issuance price of shares which are issued at the time of the organizational change, directors, auditors, and members of the company at the time of the resolution specified in paragraph (1) shall be jointly and severally liable to pay the amount of such shortfall to the company. In such cases, the provisions of Article 550 (2), and 551 (2) and (3) shall apply mutatis mutandis.
(5) The provisions of Articles 340 (3), 601 (1), 604 (3), and 606 shall apply mutatis mutandis to an organizational change under paragraph (1).[This Article Wholly Amended by Act No. 10600, Apr. 14, 2011]