Article 24Scope of Persons in a Special Relationship with a Split-off Parent Corporation

一one of the shareholders, etc. (meaning shareholders, or members of general partnership companies, limited partnership companies or limited liability companies, or other investors in a corporation, and excluding that split-off parent corporation where it holds its own shares or equity; the same applies hereinafter in this paragraph) of the split-off parent corporation prescribed in Article 12, paragraph (1) of the Act (hereinafter in this Article referred to as the "split-off parent corporation") (limited to a shareholder, etc. who is an individual, and including the persons set out below; the same applies hereinafter in this item), in the case where that shareholder, etc. controls the split-off parent corporation:

イa relative of that shareholder, etc.;

ロa person who has not submitted a notification of marriage with that shareholder, etc. but is in circumstances equivalent to a marital relationship in fact;

ハan employee of that shareholder, etc.;

ニa person other than the persons set out in (a) through (c) who maintains a livelihood through money or other assets received from that shareholder, etc.;

ホa relative of the persons set out in (b) through (d) who shares a livelihood with those persons;

二in the case where one of the shareholders, etc. of the split-off parent corporation (for a shareholder, etc. who is an individual, including an individual who has a relationship prescribed in (a) through (e) of the preceding item with that person; the same applies hereinafter in this item) and the companies set out below control the split-off parent corporation, that one of the shareholders, etc. and the companies set out below:

イin the case where that one of the shareholders, etc. controls another company, that other company;

ロin the case where that one of the shareholders, etc. and a company that has the relationship prescribed in (a) with that shareholder, etc. control another company, that other company;

ハin the case where that one of the shareholders, etc. and companies that have the relationships prescribed in (a) and (b) with that shareholder, etc. control another company, that other company;

三two or more shareholders, etc. of the split-off parent corporation (limited to companies that have the relationship prescribed in (a) through (c) of the preceding item with the same individual or corporation) and companies that each have the relationship prescribed in (a) through (c) of that item with those shareholders, etc., in the case where they control the split-off parent corporation: those two or more shareholders, etc. and those companies having that relationship;

四the following companies:

イin the case where the split-off parent corporation controls another company, that other company;

ロin the case where the split-off parent corporation and a company that has the relationship prescribed in (a) with it control another company, that other company;

ハin the case where the split-off parent corporation and companies that have the relationships prescribed in (a) and (b) with it control another company, that other company.

一where it holds shares or equity in a number or amount exceeding 50/100 of the total number or total amount of the issued shares or equity of the split-off parent corporation (excluding its own shares or equity that the corporation holds);

二where it holds a number exceeding 50/100 of the total number (excluding the number of those voting rights held by shareholders, etc. (meaning shareholders, or members of general partnership companies, limited partnership companies or limited liability companies, or other investors in a corporation; the same applies in the following item and paragraphs (4) and (5)) who cannot exercise those voting rights) of any of the following voting rights of the split-off parent corporation:

イvoting rights relating to a resolution on the transfer of the whole or a material part of the business, dissolution, continuation, merger, company split, share exchange, share transfer, or contribution in kind;

ロvoting rights relating to a resolution on the appointment and dismissal of officers (meaning officers prescribed in Article 2, item (xv) (Definitions) of the Corporation Tax Act; the same applies hereinafter in this item);

ハvoting rights relating to a resolution on matters concerning remuneration, bonuses, and other financial benefits that a company provides as consideration for the performance of duties by officers;

ニvoting rights relating to a resolution on a distribution of surplus or a distribution of profits;

三where it accounts for a number exceeding half of the total number of shareholders, etc. of the split-off parent corporation (limited to members of general partnership companies, limited partnership companies or limited liability companies (where the split-off parent corporation has designated the members who execute the business, the members who execute the business)).