In the case where a domestic corporation that is a shareholder, etc. of a corporation (excluding public interest corporations, etc. and associations or foundations without juridical personality; hereinafter the same applies in this Article) has received a delivery of monies or other assets on any of the following grounds concerning the corporation, when the sum of the amount of the monies and the value of the assets other than monies (for assets pertaining to a qualified in-kind distribution, the amount equivalent to the book value of the assets of the corporation as of immediately prior to the delivery) exceeds the portion of the corporation's amount of stated capital, etc. that corresponds to the corporation's shares or capital contributions that were basic causes of the delivery, with regard to the application of the provisions of this Act, the amount of the excess is deemed to be the amount listed in Article 23, paragraph (1), item (i) or item (ii) (Exclusion of Dividends Received from Gross Profits):
merger (excluding a qualified merger);
合併（適格合併を除く。）
company split by split-off (excluding a qualified company split by split-off);
share distribution (excluding a qualified share distribution);
return of the capital (meaning a dividend of surplus (limited to a dividend of surplus resulting from a decrease in capital surplus) on grounds other than that of a company split by split-off and other than a share distribution, and a distribution that reduces contributions) or the distribution of residual assets due to a dissolution;
acquisition of its own shares or capital contributions (excluding an acquisition as a result of a purchase on a market opened by a financial instruments exchange as prescribed in Article 2, paragraph (16) (Definitions) of the Financial Instruments and Exchange Act, other types of acquisition as specified by Cabinet Order, and the acquisition of shares or capital contributions listed in Article 61-2, paragraph (14), items (i) through (iii) (Inclusion of Capital Gains or Losses on Securities in Gross Profits or Deductible Expenses) in the case falling under the case prescribed in the paragraph);
自己の株式又は出資の取得（金融商品取引法第二条第十六項（定義）に規定する金融商品取引所の開設する市場における購入による取得その他の政令で定める取得及び第六十一条の二第十四項第一号から第三号まで（有価証券の譲渡益又は譲渡損の益金又は損金算入）に掲げる株式又は出資の同項に規定する場合に該当する場合における取得を除く。）
cancellation of capital contributions (excluding a cancellation with regard to acquired capital contributions), refund of capital contributions, refund of equity due to the withdrawal of a member or any other contributor from the corporation, or extinguishment of shares or capital contributions by the issuing corporation without having acquired them; and
出資の消却（取得した出資について行うものを除く。）、出資の払戻し、社員その他法人の出資者の退社又は脱退による持分の払戻しその他株式又は出資をその発行した法人が取得することなく消滅させること。
entity conversion (limited to an entity conversion accompanying the delivery of assets other than shares of or capital contributions to the corporation that has effected the entity conversion).
組織変更（当該組織変更に際して当該組織変更をした法人の株式又は出資以外の資産を交付したものに限る。）
Even in the case where an acquiring corporation had not delivered shares or other assets as a result of the merger for tie-in shares (meaning the acquired corporation's shares (including capital contributions; hereinafter the same applies in this paragraph and the following paragraph) that the acquiring corporation held as of immediately prior to the merger, or shares of a second acquired corporation that the first acquired corporation held as of immediately prior to the merger), the provisions of the preceding paragraph apply by deeming that the acquiring corporation has received the delivery of the shares or other assets, as specified by Cabinet Order.
Even in the case where an acquiring corporation or a splitting corporation has not delivered shares or other assets to the shareholders, etc. of the acquired corporation or the splitting corporation's shareholders, etc. as a result of a merger or company split by split-off, if the merger or company split by split-off falls under a merger or company split by split-off specified by Cabinet Order as one in which the delivery of shares of the acquiring corporation or succeeding corporation in a company split is found to have been omitted, the provisions of paragraph (1) apply by deeming that these shareholders, etc. have received the delivery of shares of the acquiring corporation or succeeding corporation in a company split, as specified by Cabinet Order.
Necessary matters concerning the method of calculating the amount of the portion corresponding to the shares or capital contributions prescribed in paragraph (1) and the application of the provisions of the preceding three paragraphs are specified by Cabinet Order.