Article 62-8Inclusion in Deductible Expenses of an Adjustment Account for Assets Transferred as a Result of a Non-qualified Merger
第六十二条の八（非適格合併等により移転を受ける資産等に係る調整勘定の損金算入等）
In the case where a domestic corporation has received, as a result of a non-qualified merger, etc. (meaning a merger that does not fall under the category of a qualified merger, a company split that does not fall under the category of a qualified company split, a capital contribution in kind that does not fall under the category of a qualified capital contribution in kind, or an acceptance of business, which is specified by Cabinet Order; hereinafter the same applies in this Article), the transfer of the assets or liabilities from an acquired corporation, splitting corporation, corporation making a capital contribution in kind, or other corporation specified by Cabinet Order involved in the non-qualified merger, etc. (hereinafter referred to as an "acquired corporation, etc." in this Article), when the sum of the amount of monies and the value of assets other than monies (in the case of a merger that does not fall under the category of a qualified merger, the new shares, etc. prescribed in Article 62, paragraph (1) (Transfer of Assets at Fair Value as a Result of Merger and Company Split)) that the domestic corporation has delivered as a result of the non-qualified merger, etc. (such sum includes the amount equivalent to the donation prescribed in Article 37, paragraph (7) (Exclusion of Contributions or Donations from Deductible Expenses) that has been paid by the acquired corporation, etc. upon the non-qualified merger, etc. and excludes the amount equivalent to the donation prescribed in that paragraph that has been paid to the acquired corporation, etc.; referred to as the "consideration for a non-qualified merger, etc." in paragraph (3)) exceeds the market net value of the transferred assets and liabilities (meaning the amount obtained by subtracting the sum of the amounts of the liabilities (including the amount of the liability adjustment account prescribed in the following paragraph) from the sum of the acquisition costs of the assets (with regard to goodwill, limited to that which is specified by Cabinet Order) (in the case where the provisions of Article 61-11, paragraph (7) (Profit or Loss from Transactions between Corporations with a Full Controlling Interest) apply, the acquisition costs in the case where the provisions of that paragraph were not applied); the same applies in paragraph (3)), the portion of the excess amount that is specified by Cabinet Order is to be the amount of the asset adjustment account.
内国法人が非適格合併等（適格合併に該当しない合併又は適格分割に該当しない分割、適格現物出資に該当しない現物出資若しくは事業の譲受けのうち、政令で定めるものをいう。以下この条において同じ。）により当該非適格合併等に係る被合併法人、分割法人、現物出資法人その他政令で定める法人（以下この条において「被合併法人等」という。）から資産又は負債の移転を受けた場合において、当該内国法人が当該非適格合併等により交付した金銭の額及び金銭以外の資産（適格合併に該当しない合併にあつては、第六十二条第一項（合併及び分割による資産等の時価による譲渡）に規定する新株等）の価額の合計額（当該非適格合併等において当該被合併法人等から支出を受けた第三十七条第七項（寄附金の損金不算入）に規定する寄附金の額に相当する金額を含み、当該被合併法人等に対して支出をした同項に規定する寄附金の額に相当する金額を除く。第三項において「非適格合併等対価額」という。）が当該移転を受けた資産及び負債の時価純資産価額（当該資産（営業権にあつては、政令で定めるものに限る。）の取得価額（第六十一条の十一第七項（完全支配関係がある法人の間の取引の損益）の規定の適用がある場合には、同項の規定の適用がないものとした場合の取得価額）の合計額から当該負債の額（次項に規定する負債調整勘定の金額を含む。）の合計額を減算した金額をいう。第三項において同じ。）を超えるときは、その超える部分の金額のうち政令で定める部分の金額は、資産調整勘定の金額とする。
In the case where a domestic corporation has received, as a result of a non-qualified merger, etc., the transfer of assets or liabilities from an acquired corporation, etc. involved in the non-qualified merger, etc., when the domestic corporation falls under any of the following cases, the amount specified in the relevant item is to be the amount of the liability adjustment account, in accordance with the category listed as follows:
with regard to the employees that the domestic corporation has succeeded to from the acquired corporation, etc. upon the non-qualified merger, etc., when the domestic corporation has assumed any retirement allowance debts (meaning that a domestic corporation promises to calculate the amount of retirement allowance to pay to the employees that it has succeeded to upon a non-qualified merger, etc. due to their retirement after the non-qualified merger, etc. or on any other grounds, taking into account their period of service and other work performance prior to the non-qualified merger, etc., and assumes the accompanying burdens; hereinafter the same applies in this Article):The amount specified by Cabinet Order as the amount pertaining to the assumption of retirement allowance debts (referred to as the "amount of assumed retirement allowance debts" in paragraph (6), item (i)); or
with regard to future debts pertaining to the business that the domestic corporation has received from the acquired corporation, etc. as a result of the non-qualified merger, etc. (limited to debts that have a significant influence on the profits from the business and excluding debts related to the assumption of retirement allowance debts set forth in the preceding item and debts that have already been determined to be performed) and which are expected to be performed approximately within three years from the date of the non-qualified merger, etc., when the domestic corporation has assumed the burdens for performing the debts:The amount specified by Cabinet Order as the amount equivalent to the debts (referred to as the "estimated amount of short-term significant debts" in paragraph (6), item (ii)).
In the case where a domestic corporation has received, as a result of a non-qualified merger, etc., a transfer of the assets or liabilities from an acquired corporation, etc. involved in the non-qualified merger, etc., when the consideration for the non-qualified merger, etc. pertaining to the non-qualified merger, etc. is less than the market net value of the assets and liabilities transferred from the acquired corporation, etc., the amount of the shortfall is to be the amount of the liability adjustment account.
A domestic corporation that holds the amount of the asset adjustment account set forth in paragraph (1) must reduce, in the relevant business year (in the case where the domestic corporation effects the merger or the residual assets of the domestic corporation have been determined, in the business year containing the day preceding the date of the merger or the date of determination of residual assets), the amount equivalent to the amount obtained by dividing the initial amount of each asset adjustment account (meaning the amount deemed to be the amount of the asset adjustment account pursuant to the provisions of that paragraph as of the time of a non-qualified merger, etc.) by 60 and then multiplying the result by the number of months in the relevant business year (in the case where the relevant business year is the business year containing the date of the non-qualified merger, etc. pertaining to the amount of the asset adjustment account, the number of months in the period from that date to the last day of the relevant business year) (in the case where the domestic corporation effects a merger (excluding a qualified merger) with itself as an acquired corporation or the residual assets of the domestic corporation have been determined, the amount as of the end of the business year containing the day preceding the date of the merger or the date of determination of residual assets).
第一項の資産調整勘定の金額を有する内国法人は、各資産調整勘定の金額に係る当初計上額（非適格合併等の時に同項の規定により当該資産調整勘定の金額とするものとされた金額をいう。）を六十で除して計算した金額に当該事業年度の月数（当該事業年度が当該資産調整勘定の金額に係る非適格合併等の日の属する事業年度である場合には、同日から当該事業年度終了の日までの期間の月数）を乗じて計算した金額（当該内国法人が自己を被合併法人とする合併（適格合併を除く。）を行う場合又は当該内国法人の残余財産が確定した場合にあつては、当該合併の日の前日又は当該残余財産の確定の日の属する事業年度終了の時の金額）に相当する金額を、当該事業年度（当該内国法人が当該合併を行う場合又は当該内国法人の残余財産が確定した場合にあつては、当該合併の日の前日又は当該残余財産の確定の日の属する事業年度）において減額しなければならない。
The amount equivalent to the amount of the asset adjustment account to be reduced pursuant to the provisions of the preceding paragraph is included in deductible expenses, when calculating the amount of income for the business year containing the day on which it was determined that the amount should be reduced.
A domestic corporation that holds the amount of the liability adjustment account prescribed in paragraph (2) must, when falling under any of the following cases, reduce the amount specified in the relevant item, in accordance with the category of each of the following cases, with regard to the amount of the liability adjustment account, for the business year containing the day on which the domestic corporation came to fall under the case (where the day is the date of a merger with itself as an acquired corporation, for the business year containing the day preceding the date of the merger):
in the case where any of the employees on behalf of whom the domestic corporation has assumed retirement allowance debts (meaning the employees prescribed in paragraph (2), item (i) on behalf of whom a domestic corporation assumes retirement allowance debts; hereinafter the same applies in this item and paragraph (9)) have ceased to be the domestic corporation's employees due to retirement or on any other grounds (excluding the case where the employees fall under either of the cases prescribed in paragraph (9), item (i), (a) or paragraph (9), item (ii), (a)), or where the domestic corporation pays a retirement allowance to any of such employees:The portion of the amount of the liability adjustment account pertaining to the amount of assumed retirement allowance debts (referred to as the "amount of the liability adjustment account for retirement allowance debts" in paragraph (9) and paragraph (10)) that is specified by Cabinet Order as the amount pertaining to those employees on behalf of whom the domestic corporation has assumed retirement allowance debts; or
in the case where any loss pertaining to the estimated amount of short-term significant debts has arisen or three years have elapsed from the date of a non-qualified merger, etc., or where the domestic corporation effects a merger (excluding a qualified merger) with itself as an acquired corporation or its residual assets have been determined: the portion of the amount of the liability adjustment account pertaining to the estimated amount of short-term significant debts (hereinafter referred to as the "amount of the liability adjustment account for short-term significant debts" in this Article) that is equivalent to the amount of the loss (where the three years have elapsed, where the merger is effected or where the residual assets have been determined, the amount of the liability adjustment account for short-term significant debts).
A domestic corporation that holds the amount of the liability adjustment account set forth in paragraph (3) (hereinafter referred to as the "amount of the liability adjustment account for difference" in this Article) must reduce, in the relevant business year (in the case where the domestic corporation effects the merger or the residual assets of the domestic corporation have been determined, in the business year containing the day preceding the date of the merger or the date of determination of residual assets), the amount equivalent to the amount obtained by dividing the initial amount of each amount of the liability adjustment account for difference (meaning the amount deemed to be the amount of the liability adjustment account for difference pursuant to the provisions of that paragraph as of the time of a non-qualified merger, etc.) by 60 and then multiplying the result by the number of months in the relevant business year (in the case where the relevant business year is the business year containing the date of the non-qualified merger, etc. pertaining to the amount of the liability adjustment account for difference, the number of months in the period from that date to the last day of the relevant business year) (in the case where the domestic corporation effects a merger (excluding a qualified merger) with itself as an acquired corporation or the residual assets of the domestic corporation have been determined, the amount as of the end of the business year containing the day preceding the date of the merger or the date of determination of residual assets).
第三項の負債調整勘定の金額（以下この条において「差額負債調整勘定の金額」という。）を有する内国法人は、各差額負債調整勘定の金額に係る当初計上額（非適格合併等の時に同項の規定により当該差額負債調整勘定の金額とするものとされた金額をいう。）を六十で除して計算した金額に当該事業年度の月数（当該事業年度が当該差額負債調整勘定の金額に係る非適格合併等の日の属する事業年度である場合には、同日から当該事業年度終了の日までの期間の月数）を乗じて計算した金額（当該内国法人が自己を被合併法人とする合併（適格合併を除く。）を行う場合又は当該内国法人の残余財産が確定した場合にあつては、当該合併の日の前日又は当該残余財産の確定の日の属する事業年度終了の時の金額）に相当する金額を、当該事業年度（当該内国法人が当該合併を行う場合又は当該内国法人の残余財産が確定した場合にあつては、当該合併の日の前日又は当該残余財産の確定の日の属する事業年度）において減額しなければならない。
The amount equivalent to the amount of the liability adjustment account to be reduced pursuant to the provisions of the preceding two paragraphs is included in gross profits, when calculating the amount of income for the business year containing the day on which it was determined that the amount should be reduced.
In the case where a domestic corporation has effected a qualified merger, qualified company split or qualified capital contribution in kind (hereinafter referred to as a "qualified merger, etc." in this Article), with itself as an acquired corporation, splitting corporation or corporation making a capital contribution in kind, the amount of the asset adjustment account and the amount of the liability adjustment account specified in the following items in accordance with the category of qualified merger, etc. listed in the respective items are to be succeeded to by the acquiring corporation, succeeding corporation in a company split or corporation receiving a capital contribution in kind involved in the qualified merger, etc. (referred to as an "acquiring corporation, etc." in the following paragraph and paragraph (12)):
qualified merger: The amount of the asset adjustment account as of immediately prior to the qualified merger and the amount of the liability adjustment account listed as follows:
適格合併 当該適格合併の直前における資産調整勘定の金額及び次に掲げる負債調整勘定の金額
In the case where the domestic corporation has effected the qualified merger, which has caused the employees, on behalf of whom the domestic corporation has assumed retirement allowance debts, to engage in a business of the acquiring corporation involved in the qualified merger (limited to the case where the acquiring corporation has assumed retirement allowance debts), the portion of the amount of the liability adjustment account for retirement allowance debts that is specified by Cabinet Order as the amount pertaining to the employees
qualified company split or qualified capital contribution in kind (hereinafter referred to as a "qualified company split, etc." in this item): the amount of the liability adjustment account listed as follows as of immediately prior to the qualified company split, etc.:
in the case where the domestic corporation has effected the qualified company split, etc., which has caused its employees covered by an assumed retirement allowance to engage in a business of the succeeding corporation in a company split or corporation receiving a capital contribution in kind (referred to as a "succeeding corporation in a company split, etc." in (a)) involved in the qualified company split, etc. (limited to the case where retirement allowance debts have been assumed by the succeeding corporation in a company split, etc.), the portion of the amount of the liability adjustment account for retirement allowance debts that is specified by Cabinet Order as the amount pertaining to those employees covered by an assumed retirement allowance;
The amount specified by Cabinet Order as the amount of the liability adjustment account for short-term significant debts that is closely related to the business or the assets or liabilities transferred as a result of the qualified company split, etc.
当該適格分割等により移転する事業又は資産若しくは負債と密接な関連を有する短期重要負債調整勘定の金額として政令で定めるもの
The amount of the asset adjustment account, the amount of the liability adjustment account for retirement allowance debts, the amount of the liability adjustment account for short-term significant debts, and the amount of the liability adjustment account for difference that an acquiring corporation, etc. has succeeded to pursuant to the provisions of the preceding paragraph are deemed to be the amount of the asset adjustment account, the amount of the liability adjustment account for retirement allowance debts, the amount of the liability adjustment account for short-term significant debts, and the amount of the liability adjustment account for difference, respectively, that the acquiring corporation, etc. has as of the time of the qualified merger, etc. set forth in that paragraph.
前項の規定により合併法人等が引継ぎを受けた資産調整勘定の金額並びに退職給与負債調整勘定の金額、短期重要負債調整勘定の金額及び差額負債調整勘定の金額は、それぞれ当該合併法人等が同項の適格合併等の時において有する資産調整勘定の金額並びに退職給与負債調整勘定の金額、短期重要負債調整勘定の金額及び差額負債調整勘定の金額とみなす。
The number of months set forth in paragraph (4) and paragraph (7) is calculated in accordance with the calendar and a division of less than one month is counted as one month.
Beyond what is specified in the preceding paragraph, the calculation of the amount of the asset adjustment account set forth in paragraph (1) or the amount of the liability adjustment account for difference in the case where a domestic corporation has received the transfer of assets or liabilities from an acquired corporation, etc. involved in a non-qualified merger, etc. as a result of the non-qualified merger, etc. and the domestic corporation does not deliver monies or other assets as a result of the non-qualified merger, etc. (limited to one in which the delivery of shares of or capital contributions to the domestic corporation is found to have been omitted), the calculation of the amount to be reduced under the provisions of paragraph (4) with regard to the amount of the asset adjustment account that an acquiring corporation, etc. set forth in paragraph (10) has succeeded to as a result of a qualified merger, etc., and other necessary matters concerning the application of the provisions of paragraphs (1) through (10) are specified by Cabinet Order.