一in the case where, immediately before that gift, the number or amount of the unlisted shares or similar interests of that certified gift succession company held by that donor was equal to or more than the remaining number or amount after deducting the number or amount of the unlisted shares or similar interests of that certified gift succession company held by that successor donee from two-thirds of the total number or the total amount of issued shares of or capital contributions to that certified gift succession company: a gift of unlisted shares or similar interests whose number or amount is equal to or more than that remaining number or amount;

二in any case other than the case listed in the preceding item: a gift of all of the unlisted shares or similar interests of that certified gift succession company held by that donor immediately before that gift.

一certified gift succession company: a company that has received the management succession certification, out of the small and medium-sized enterprises prescribed in Article 2 of the Act on Facilitation of Succession of Management of Small and Medium Sized Enterprises (or, in the case where that company has been extinguished through a merger or in any other case specified by Order of the Ministry of Finance, the entity specified by Order of the Ministry of Finance as equivalent to that company), which satisfies all of the following requirements at the time of the gift to which the provisions of the preceding paragraph apply:

イthe number of regular employees of that company (meaning employees specified by Order of the Ministry of Finance as employees regularly employed; the same applies in (e), item (ii) of the following paragraph and paragraph (30)) is one or more;

ロthat company does not fall under an asset-holding company or an asset-management company that is specified by Cabinet Order;

ハthe shares, etc. of that company (referred to as the "specified company" in (c)) and the shares, etc. of a company specified by Cabinet Order as a company that has a close relationship with that specified company (referred to as a "specified specially related company" in (d) and in item (xvi) of the following paragraph), out of its specially related companies (meaning companies that have a special relationship specified by Cabinet Order with that specified company; the same applies hereinafter in this paragraph), fall under unlisted shares or similar interests;

ニneither that company nor a specified specially related company falls under a sex-related business company (meaning a company that operates a business falling under a sex-related special business prescribed in Article 2, paragraph (5) of the Act on Control and Improvement of Amusement Business; the same applies in item (xvi) of the following paragraph);

ホin the case where a specially related company of that company falls under a foreign company prescribed in Article 2, item (ii) of the Companies Act (limited to the case where that company, or a corporation with which that company has a relationship specified by Cabinet Order as a relationship in which a company directly or indirectly holds shares, etc. whose number or amount exceeds 50 percent of the total number or the total amount of issued shares of or capital contributions to another corporation (excluding its own shares, etc. held by that other corporation) (referred to as a "controlling relationship" in item (v), (a), the following Article and Article 70-7-4, paragraph (2)), holds shares, etc. of that specially related company), the number of regular employees of that company is five or more;

ヘbeyond what is listed in (a) through (e), the company satisfies the requirements specified by Cabinet Order as requirements necessary for securing the smooth operation of the business of a company;

二unlisted share or similar interest: any of the following shares, etc.:

イshares that satisfy the requirement that none of the shares of the company relating to those shares are listed on a financial instruments exchange prescribed in Article 2, paragraph (16) of the Financial Instruments and Exchange Act and other requirements specified by Order of the Ministry of Finance;

ロcapital contributions to a general partnership company, a limited partnership company or a limited liability company that satisfy the requirements specified by Order of the Ministry of Finance;

三successor donee: an individual who has acquired unlisted shares or similar interests of a certified gift succession company from the donor through the gift to which the provisions of the preceding paragraph apply, and who satisfies all of the following requirements (or, in the case where there are two or more such individuals, limited to the one individual determined by that certified gift succession company):

イthe individual is 18 years of age or older on the day of that gift;

ロthe individual holds, at the time of that gift, the authority of representation (excluding authority of representation that has been restricted; the same applies hereinafter in this Article, the following Article and Article 70-7-4) of that certified gift succession company;

ハat the time of that gift, the total number of voting rights relating to the unlisted shares or similar interests of that certified gift succession company held by the individual and by persons who have a special relationship specified by Cabinet Order with the individual is a number exceeding 50 percent of the total number of voting rights of all shareholders, etc. (meaning the number of voting rights of all shareholders (excluding shareholders who may not exercise voting rights with respect to any of the matters on which a resolution may be adopted at a shareholders' meeting) or of all members; the same applies in the following paragraph, the following Article and Article 70-7-4) relating to that certified gift succession company;

ニat the time of that gift, the number of voting rights relating to the unlisted shares or similar interests of that certified gift succession company held by the individual is not less than the number of voting rights relating to the unlisted shares or similar interests of that certified gift succession company held by any of the persons who have the special relationship specified by Cabinet Order prescribed in (c) with the individual;

ホthe individual has continuously held all of the covered gifted unlisted shares or similar interests of that certified gift succession company acquired through that gift from the time of that gift until the due date for filing the gift tax return for the year that includes the day of that gift (or, in the case where the individual has died before that due date, the day of that death);

ヘthe individual has continuously held, for three years or more until the day of that gift, the position of officer of that certified gift succession company or any other position specified by Order of the Ministry of Finance;

トthe individual has not received the application of the provisions of Article 70-7-5, paragraph (1), Article 70-7-6, paragraph (1) or Article 70-7-8, paragraph (1) with regard to the unlisted shares or similar interests of that certified gift succession company;

四management succession certification: the certification referred to in Article 12, paragraph (1) of the Act on Facilitation of Succession of Management of Small and Medium Sized Enterprises (limited to a certification specified by Order of the Ministry of Finance as relating to item (i) of that paragraph) by the Minister of Economy, Trade and Industry (or, in the case where the certification is to be made by a prefectural governor pursuant to the provisions of a Cabinet Order based on the provisions of Article 17 of that Act, that prefectural governor);

五gift tax subject to deferral: the amount specified in (a) or (b) according to the category of cases listed in (a) or (b):

イin cases other than the case listed in (b): the amount calculated by applying the provisions of Articles 21-5 and 21-7 of the Inheritance Tax Act (including the provisions of Articles 70-2-4 and 70-2-5), deeming the value of the covered gifted unlisted shares or similar interests to which the provisions of the preceding paragraph apply (or, in the case where the certified gift succession company relating to those covered gifted unlisted shares or similar interests, or a corporation that is a specially related company of that certified gift succession company and has a controlling relationship with that certified gift succession company (referred to as a "certified gift succession company, etc." in (a)), holds shares, etc. (including investment equity prescribed in Article 2, paragraph (14) of the Act on Investment Trusts and Investment Corporations; the same applies in (a)) of a foreign company prescribed in Article 2, item (ii) of the Companies Act (limited to one that falls under a specially related company of that certified gift succession company) or of any other corporation specified by Cabinet Order, the value calculated on the assumption that the certified gift succession company, etc. did not hold those shares, etc.; the same applies in (b)) to be the taxable value of gift tax for that year relating to the successor donee referred to in the preceding paragraph;

ロin the case where the covered gifted unlisted shares or similar interests to which the provisions of the preceding paragraph apply are subject to the provisions of Article 21-9, paragraph (3) of the Inheritance Tax Act (including as applied mutatis mutandis pursuant to Article 70-2-6, paragraph (1), Article 70-2-7, paragraph (1) (including as applied mutatis mutandis pursuant to Article 70-2-8) or Article 70-3, paragraph (1)): the amount calculated by applying the provisions of Articles 21-11-2 through 21-13 of that Act (including the provisions of Article 70-3-2), deeming the value of those covered gifted unlisted shares or similar interests to be the taxable value of gift tax for that year relating to the successor donee referred to in the preceding paragraph;

六business succession period for a gift: the period from the day following the due date for filing the gift tax return for the year that includes the day of the gift to which the provisions of the preceding paragraph apply until the earlier of the following days, or the day preceding the day of the death of the successor donee to whom the provisions of that paragraph apply or of the donor relating to that successor donee, whichever is earlier:

イthe day on which five years have elapsed on or after the day following the due date for filing the gift tax return for the year that includes the day of the first gift to which the provisions of the preceding paragraph apply received by that successor donee;

ロthe day on which five years have elapsed on or after the day following the due date for filing the inheritance tax return prescribed in paragraph (1) of the following Article relating to the first inheritance to which the provisions of that paragraph apply of that successor donee;

七base date for management reports for a gift: the day specified in (a) or (b) according to the category of periods listed in (a) or (b):

イthe business succession period for a gift: each day on which a period of one year elapses from the day following the due date for filing the gift tax return for the year that includes the day of the gift to which the provisions of the preceding paragraph apply (or, in the case where, before receiving the application of the provisions of that paragraph, the successor donee has received the application of the provisions of paragraph (1) of the following Article with regard to unlisted shares or similar interests of the certified gift succession company relating to the covered gifted unlisted shares or similar interests referred to in the preceding paragraph, the due date for filing the inheritance tax return prescribed in paragraph (1) of the following Article) (referred to as a "type 1 gift base date" in paragraph (9));

ロthe period from the day following the last day of the business succession period for a gift until the day on which the deadline of the tax payment grace period under the provisions of the preceding paragraph, the following paragraph through paragraph (5), paragraph (11), paragraph (12) or paragraph (14) is fixed for all of the gift tax equivalent to the gift tax subject to deferral (excluding, in the case where the provisions of paragraph (4) or paragraph (5) have already been applied, the amount calculated pursuant to the provisions of Cabinet Order as the amount of the part corresponding to the value of the covered gifted unlisted shares or similar interests to which those provisions have been applied; referred to as the "amount of gift tax under a grace period" hereinafter in this Article and in Article 70-7-3, paragraph (1)): each day on which a period of three years elapses from the day following that last day (referred to as a "type 2 gift base date" in paragraph (9));

八asset-holding company: a company for which, on any day within the period specified by Cabinet Order as the period for verifying the state of assets of the certified gift succession company, the ratio of the sum of the amounts listed in (b) and (c) to the sum of the amounts listed in (a) and (c) is 70 percent or more:

イthe total book value of the total assets of the company recorded in its balance sheet as of that day;

ロthe total book value of the specified assets of the company (meaning cash, deposits or savings and other assets specified by Order of the Ministry of Finance; the same applies in the following item) recorded in its balance sheet as of that day;

ハthe total of the amount of dividends of surplus, etc. (meaning a dividend of surplus or a distribution of profit relating to the shares, etc. of a company; the same applies hereinafter in this Article and in the following Article) received from the company within five years on or before that day by the successor donee and persons who have a special relationship specified by Cabinet Order with the successor donee, and other amounts specified by Cabinet Order as amounts received from the company.

九asset-management company: a company for which the ratio of the total investment income from specified assets to the gross revenue in any business year within the period specified by Cabinet Order as the period for confirming the status of investment of the assets of the certified gift succession company is 75 percent or more.

一in the case where the successor donee has ceased to have the authority of representation of the certified gift succession company relating to the covered gifted unlisted shares or similar interests held by the successor donee (excluding the case where there is an unavoidable reason specified by Order of the Ministry of Finance for having ceased to have that authority of representation): the day on which the successor donee ceased to have it;

二in the case where the number calculated by dividing the total number of regular employees of the certified gift succession company relating to the covered gifted unlisted shares or similar interests as of each base date (meaning each day on which one year elapses from the day following that filing deadline; the same applies hereinafter in this item and in item (ii), (a) of that paragraph) falling within the employee number confirmation period (meaning the period from the day following the filing deadline of the first gift tax return, or of the inheritance tax return prescribed in paragraph (1) of the following Article, that is filed in order to receive the application of the provisions of paragraph (1) of this Article or paragraph (1) of the following Article with regard to the unlisted shares or similar interests of the certified gift succession company relating to the covered gifted unlisted shares or similar interests, until the day on which five years have elapsed on or after that day (or, in the case where the successor donee or the donor relating to the successor donee has died by that day, the day preceding the day of that death); the same applies hereinafter in this item and in paragraph (30), item (ii), (a)) by the number of base dates falling within the employee number confirmation period, as of the last day of the employee number confirmation period, has fallen below the number specified by Cabinet Order as the number at which the employment of those regular employees is deemed to be secured (excluding the case where the donor relating to the successor donee has died by the day listed in item (vi), (a) or (b) of the preceding paragraph, whichever is earlier, and the successor donee receives the application of the provisions of Article 70-7-4, paragraph (1) with regard to the covered gifted unlisted shares or similar interests): the last day of the employee number confirmation period;

三in the case where the total number of voting rights held by the successor donee and persons who have a special relationship specified by Cabinet Order with the successor donee (limited to voting rights relating to the unlisted shares or similar interests of the certified gift succession company relating to the covered gifted unlisted shares or similar interests) has become 50 percent or less of the total number of voting rights of all shareholders, etc. of the certified gift succession company (excluding the case where, in the case where the successor donee has ceased to have the authority of representation of the certified gift succession company relating to the covered gifted unlisted shares or similar interests held by the successor donee (limited to the case where there is an unavoidable reason specified by Order of the Ministry of Finance prescribed in item (i); the same applies in the left-hand column of item (i) of the table in the following paragraph and in paragraph (15), item (iii)), the successor donee has made a gift to which the provisions of paragraph (1) or Article 70-7-5, paragraph (1) apply (including a gift of the eligible unlisted shares, etc. made together with that gift; the same applies in item (i) of that table) of the covered gifted unlisted shares or similar interests (including covered gifted unlisted shares or similar interests relating to the certified gift succession company other than those covered gifted unlisted shares or similar interests, and covered unlisted shares or similar interests prescribed in paragraph (1) of the following Article or covered inherited unlisted shares or similar interests prescribed in Article 70-7-4, paragraph (1) relating to the certified gift succession company; referred to as "eligible unlisted shares, etc." in this item and in items (v) and (vi)); the same applies in the following item and in item (v)): the day on which it became 50 percent or less;

四in the case where any of the persons who have a special relationship specified by Cabinet Order prescribed in the preceding item with the successor donee has come to hold voting rights relating to the unlisted shares or similar interests of the certified gift succession company relating to the covered gifted unlisted shares or similar interests held by the successor donee in a number exceeding the number of voting rights relating to those unlisted shares or similar interests held by the successor donee: the day on which that person came to hold them;

五in the case where the successor donee has made a transfer or gift (referred to as a "transfer, etc." hereinafter in this Article) of part of the eligible unlisted shares, etc.: the day on which that transfer, etc. was made;

六in the case where the successor donee has made a transfer, etc. of all of the eligible unlisted shares, etc. (excluding the case where the certified gift succession company relating to the eligible unlisted shares, etc. has become a wholly owned subsidiary company resulting from a share exchange or share transfer (meaning a wholly owned subsidiary company resulting from the share exchange prescribed in Article 768, paragraph (1), item (i) of the Companies Act or a wholly owned subsidiary company resulting from a share transfer prescribed in Article 773, paragraph (1), item (v) of that Act; the same applies hereinafter in this Article) of another company through a share exchange or share transfer (referred to as a "share exchange, etc." hereinafter in this Article)): the day on which that transfer, etc. was made;

七in the case listed in the left-hand column of item (v) or in the left-hand column of item (vi) of the table in paragraph (5): the day listed in the right-hand column of item (v) or in the right-hand column of item (vi) of that table, respectively;

八in the case where the certified gift succession company relating to the covered gifted unlisted shares or similar interests has dissolved (excluding the case where it is extinguished through a merger) or has been deemed to have dissolved pursuant to the provisions of the Companies Act or any other Act: the day of that dissolution or the day of that deemed dissolution;

九in the case where the certified gift succession company relating to the covered gifted unlisted shares or similar interests has come to fall under the category of an asset-holding company or asset-management company specified by Cabinet Order: the day on which it came to fall under that category;

十in the case where the gross revenue (limited to the revenue specified by Order of the Ministry of Finance as what is to be treated as the amount of revenue arising from its principal business activities) of the certified gift succession company relating to the covered gifted unlisted shares or similar interests in a business year has become zero: the end of that business year;

十一in the case where the certified gift succession company relating to the covered gifted unlisted shares or similar interests has reduced the amount of its stated capital pursuant to the provisions of Article 447, paragraph (1) or Article 626, paragraph (1) of the Companies Act, or has reduced the amount of its reserves pursuant to the provisions of Article 448, paragraph (1) of that Act (excluding the case falling under Article 309, paragraph (2), item (ix), (a) and (b) of that Act and any other case specified by Order of the Ministry of Finance as being similar thereto): the day on which that reduction of the amount of stated capital or that reduction of the amount of reserves became effective;

十二in the case where the successor donee has submitted to the district director with jurisdiction over the place for tax payment a written notification stating that the successor donee will cease to receive the application of the provisions of paragraph (1): the day on which that written notification was submitted;

十三in the case where the certified gift succession company relating to the covered gifted unlisted shares or similar interests has been extinguished through a merger (excluding the case specified by Order of the Ministry of Finance as a case where an entity equivalent to the certified gift succession company exists as a result of that merger (referred to as the "case where it has carried out a qualified merger" in the left-hand column of item (ii) of the table in the following paragraph)): the day on which that merger became effective;

十四in the case where the certified gift succession company relating to the covered gifted unlisted shares or similar interests has become a wholly owned subsidiary company resulting from a share exchange or share transfer of another company through a share exchange, etc. (excluding the case specified by Order of the Ministry of Finance as a case where an entity equivalent to the certified gift succession company exists as a result of that share exchange, etc. (referred to as the "case where it has carried out a qualified share exchange, etc." in the left-hand column of item (ii) of the table in the following paragraph)): the day on which that share exchange, etc. became effective;

十五in the case where the shares, etc. of the certified gift succession company relating to the covered gifted unlisted shares or similar interests have ceased to fall under the category of unlisted shares or similar interests: the day on which they ceased to fall under that category;

十六in the case where the certified gift succession company relating to the covered gifted unlisted shares or similar interests or a specified specially related company of the certified gift succession company has come to fall under the category of a sex-related business company: the day on which it came to fall under that category;

十七beyond the cases listed in the preceding items, in the case specified by Cabinet Order as a case where there is a risk of hindering the smooth operation of the business of the certified gift succession company relating to the covered gifted unlisted shares or similar interests by the successor donee: the day specified by Cabinet Order.

一in the case where the successor donee to whom the provisions of paragraph (1) apply does not comply, with regard to the security prescribed in that paragraph, with an order under the provisions of Article 51, paragraph (1) of the Act on General Rules for National Taxes;

二in the case where a fact has been found that differs from the matters stated in the written notification referred to in paragraph (9) submitted by the successor donee.

一with regard to delinquent tax on gift tax in the case where the provisions of paragraph (1) have been applied, the amount of that gift tax is divided into the gift tax subject to deferral and the remainder, that gift tax subject to deferral is further divided according to each different deadline of the tax payment grace period prescribed in item (vi), and the provisions concerning delinquent tax in the Act on General Rules for National Taxes apply to each of those tax amounts;

二in the case where a successor donee seeking the application of the provisions of paragraph (1) provides all of the covered gifted unlisted shares or similar interests as security pursuant to the provisions of the main clause of paragraph (6), the phrase "securities that the district director of the tax office, etc. (or, in the case where the Commissioner of the National Tax Agency or the regional commissioner is to collect security pursuant to the provisions of an Act concerning national taxes, the Commissioner of the National Tax Agency or the regional commissioner; the same applies hereinafter in this Article and the following Article) finds to be reliable" in Article 50, item (ii) of the Act on General Rules for National Taxes is deemed to be replaced with "securities and equity interests in a membership company (limited to those that satisfy the requirements specified by Order of the Ministry of Finance, such as not being the subject of a pledge or any other security interest)", and the provisions of Article 51, paragraph (1) of that Act do not apply;

三in the case referred to in the preceding item, when the provisions of the proviso to paragraph (6) apply, the provisions of that item do not apply;

四with regard to the application of the provisions of Articles 56 through 58 of the Act on General Rules for National Taxes to gift tax equivalent to the amount that has become an overpayment or erroneous payment as a result of the notice under the provisions of paragraph (17), the overpayment or erroneous payment is deemed to have been made on the day on which that notice was issued or the day on which six months have elapsed from the application deadline prescribed in paragraph (16), whichever is earlier;

五with regard to gift tax for which a tax payment grace period has been granted under the provisions of paragraph (1), the phrase "deferred payment" in Article 64, paragraph (1) and Article 73, paragraph (4) of the Act on General Rules for National Taxes is deemed to be replaced with "deferred payment (including a tax payment grace period under the provisions of Article 70-7, paragraph (1) (Tax Payment Grace Period and Exemption for Gift Tax on Unlisted Shares or Similar Interests) of the Act on Special Measures Concerning Taxation)";

六the deadline of the tax payment grace period under the provisions of paragraph (1) (including that deadline under the provisions of paragraphs (3) through (5), the preceding two paragraphs or the following paragraph) is to be included in the deadline for deferred payment under the provisions of the Inheritance Tax Act when the provisions concerning the statutory due date for payment or the due date for payment in the Act on General Rules for National Taxes and the National Tax Collection Act are applied;

七with regard to gift tax for which a tax payment grace period has been granted under the provisions of paragraph (1), the phrase "finds so, the district director of the tax office, etc." in Article 52, paragraph (4) of the Act on General Rules for National Taxes is deemed to be replaced with "finds so (or, in the case where shares of or capital contributions to the certified gift succession company referred to in Article 70-7, paragraph (1) (Tax Payment Grace Period and Exemption for Gift Tax on Unlisted Shares or Similar Interests) of the Act on Special Measures Concerning Taxation relating to the covered gifted unlisted shares or similar interests prescribed in that paragraph have been provided as security for the tax payment grace period under the provisions of that paragraph, when it so finds, or when there is no buyer even if those shares or capital contributions are put up for realization), the district director of the tax office, etc."; the phrase "one year or more before" in Article 35, paragraph (1) of the National Tax Collection Act is deemed to be replaced with "one year or more before (or, in the case where the national tax pertaining to that delinquency is gift tax, before the gift relating to that gift tax)"; and the phrase "property" in Article 48, paragraph (1) of that Act is deemed to be replaced with "property (excluding, in the case where shares of or capital contributions to the certified gift succession company referred to in Article 70-7, paragraph (1) (Tax Payment Grace Period and Exemption for Gift Tax on Unlisted Shares or Similar Interests) of the Act on Special Measures Concerning Taxation relating to the covered gifted unlisted shares or similar interests prescribed in that paragraph have been provided as security for the tax payment grace period under the provisions of that paragraph, other property of the successor donee prescribed in paragraph (2), item (iii) of that Article who provided that security, when there is no buyer even if those shares or capital contributions are put up for realization)";

八in the case where the written application referred to in paragraph (16) has been submitted, the gift tax equivalent to the amount of gift tax applied for exemption prescribed in that paragraph relating to that written application does not, with regard to the application of the provisions of Article 82, paragraph (1) of the National Tax Collection Act, fall under delinquent national tax referred to in paragraph (1) of that Article until the day on which the notice under the provisions of paragraph (17) is issued;

九in the case where the successor donee to whom the provisions of paragraph (1) apply has received an exemption from all or part of the amount of gift tax under a grace period under the provisions of paragraph (15), paragraph (16) or paragraph (21), if the succession of the donor of the covered gifted unlisted shares or similar interests to which the provisions of paragraph (1) apply (limited to those to which the provisions of Article 21-9, paragraph (3) of the Inheritance Tax Act (including as applied mutatis mutandis pursuant to Article 70-2-6, paragraph (1), Article 70-2-7, paragraph (1) (including as applied mutatis mutandis pursuant to Article 70-2-8) or Article 70-3, paragraph (1); the same applies in the following item) apply) has commenced, the provisions of Articles 21-14 through 21-16 of that Act do not apply to the part of those covered gifted unlisted shares or similar interests corresponding to the amount of gift tax under a grace period from which that exemption was received;

十in the case where the gift to which the provisions of paragraph (1) apply received by the successor donee to whom the provisions of that paragraph apply is a gift to which the provisions of paragraph (15) (limited to the part relating to item (iii), and including as applied mutatis mutandis pursuant to Article 70-7-5, paragraph (11)) apply (limited to a gift relating to covered gifted unlisted shares or similar interests to which the provisions of Article 21-9, paragraph (3) of the Inheritance Tax Act apply; referred to as a "second gift" hereinafter in this item), and those covered gifted unlisted shares or similar interests are those that the second donor (meaning the person who made that second gift; the same applies hereinafter in this item) acquired by gift from the first donor (meaning the person who made the gift of those covered gifted unlisted shares or similar interests to the second donor before the second gift), the provisions of Articles 21-14 through 21-16 of that Act do not apply to those covered gifted unlisted shares or similar interests acquired by the successor donee through that second gift, as at the time when that second donor dies;

十一the provisions of Article 38, paragraph (3) of the Inheritance Tax Act do not apply to gift tax that falls under the provisions of paragraph (3) (excluding the part relating to item (ii) of that paragraph), paragraph (4), paragraph (5), the preceding two paragraphs or the following paragraph;

十二with regard to gift tax equivalent to the gift tax subject to deferral that falls under the provisions of paragraph (3) (limited to the part relating to item (ii) of that paragraph), the due date for payment of gift tax for which deferred payment under paragraph (1) of Article 39 of the Inheritance Tax Act as applied mutatis mutandis pursuant to paragraph (29) of that Article is sought is the day on which five months have elapsed from the last day of the business succession period for a gift (referred to as the "deadline for applying for deferred payment" in this item). In this case, for the period from the day following the deadline of the tax payment grace period under the provisions of paragraph (1) (limited to that relating to paragraph (3), item (ii)) until the deadline for applying for deferred payment, interest tax is to be paid in lieu of the part of the delinquent tax corresponding to that period (limited to the part relating to the portion of the amount of gift tax under a grace period for which permission for deferred payment has been granted), and the amount of interest tax to be paid is the amount calculated by multiplying the portion for which that permission has been granted, as the base, by a rate of 6.6 percent per annum for that period.

一in the case where the successor donee has died at or before the time of the death of the donor: the gift tax equivalent to the amount of gift tax under a grace period;

二in the case where the donor has died: the gift tax equivalent to the amount calculated pursuant to the provisions of Cabinet Order as the amount of the part, out of the amount of gift tax under a grace period, that corresponds to the covered gifted unlisted shares or similar interests of which the donor made the gift;

三in the case where, on or after the day following the last day of the business succession period for a gift (or, in the case where the successor donee has ceased to have the authority of representation of the certified gift succession company relating to the covered gifted unlisted shares or similar interests held by the successor donee within the business succession period for a gift, the day on which the successor donee ceased to have it), the successor donee has made a gift to which the provisions of paragraph (1) or Article 70-7-5, paragraph (1) apply of covered gifted unlisted shares or similar interests: the gift tax equivalent to the amount calculated pursuant to the provisions of Cabinet Order as the amount of the part, out of the amount of gift tax under a grace period, that corresponds to the covered gifted unlisted shares or similar interests relating to that gift to which those provisions apply.

一in the case where, on or after the day following the last day of the business succession period for a gift, the successor donee has made a transfer, etc. of all of the unlisted shares or similar interests of the certified gift succession company relating to the covered gifted unlisted shares or similar interests (limited to the case where it is made to a person specified by Cabinet Order as a single person among persons other than those who have a special relationship specified by Cabinet Order with the successor donee, or the case where, when a confirmation order for a rehabilitation plan under the provisions of the Civil Rehabilitation Act or for a reorganization plan under the provisions of the Corporate Reorganization Act (Act No. 154 of 2002) has been issued (including the case where a fact specified by Cabinet Order as equivalent to a confirmation order for a rehabilitation plan has occurred; the same applies in paragraph (32), item (i), (b)), it is made in order to cancel those unlisted shares or similar interests based on that rehabilitation plan or that reorganization plan (including a plan specified by Cabinet Order as a plan for the disposition of debts (referred to as a "debt workout plan" in paragraph (21) and paragraph (23)); the same applies in (b) of that item), and excluding the case falling under the case listed in item (iv)), if the sum of the following amounts is less than the amount of gift tax under a grace period immediately before that transfer, etc.: the gift tax equivalent to the remaining amount after deducting that sum from that amount of gift tax under a grace period;

イthe amount specified by Order of the Ministry of Finance as the amount equivalent to the market value, at the time of that transfer, etc., of the covered gifted unlisted shares or similar interests for which that transfer, etc. was made (or, in the case where the amount specified by that Order of the Ministry of Finance is lower than the amount of consideration for the transfer, etc. of the covered gifted unlisted shares or similar interests for which that transfer, etc. was made, that amount of consideration for the transfer, etc.);

ロthe total of the amount of dividends of surplus, etc. received from the certified gift succession company within five years on or before the day on which that transfer, etc. took place by the successor donee and persons who share the same livelihood with the successor donee, and other amounts specified by Cabinet Order as amounts received from the certified gift succession company;

二in the case where, on or after the day following the last day of the business succession period for a gift, an order commencing bankruptcy proceedings or an order to commence special liquidation has been issued with regard to the certified gift succession company relating to the covered gifted unlisted shares or similar interests: the gift tax equivalent to the remaining amount after deducting the amount listed in (b) from the amount listed in (a);

イthe amount of gift tax under a grace period immediately before the dissolution of the certified gift succession company (including the dissolution in the case where it is deemed to have dissolved pursuant to the provisions of the Companies Act or any other Act; the same applies in (b) and in the right-hand column of item (vii) of the table in paragraph (27));

ロthe total of the amount of dividends of surplus, etc. received from the certified gift succession company within five years before the dissolution of the certified gift succession company by the successor donee and persons who share the same livelihood with the successor donee, and other amounts specified by Cabinet Order as amounts received from the certified gift succession company;

三in the case where, on or after the day following the last day of the business succession period for a gift, the certified gift succession company relating to the covered gifted unlisted shares or similar interests has been extinguished through a merger (limited to the case where the surviving company in an absorption-type merger, etc. is an entity other than a person who has a special relationship specified by Cabinet Order with the successor donee and no shares, etc. of the surviving company in an absorption-type merger, etc. are delivered upon that merger), if the sum of the following amounts is less than the amount of gift tax under a grace period immediately before that merger becomes effective: the gift tax equivalent to the remaining amount after deducting that sum from that amount of gift tax under a grace period;

イthe amount specified by Order of the Ministry of Finance as the amount equivalent to the market value of the covered gifted unlisted shares or similar interests immediately before that merger becomes effective (or, in the case where the amount specified by that Order of the Ministry of Finance is lower than the amount of the consideration for the merger (meaning the property that the surviving company in an absorption-type merger, etc. delivers upon that merger to the shareholders or members of the certified gift succession company being extinguished), the amount of that consideration for the merger);

ロthe total of the amount of dividends of surplus, etc. received from the certified gift succession company within five years on or before the day on which that merger becomes effective by the successor donee and persons who share the same livelihood with the successor donee, and other amounts specified by Cabinet Order as amounts received from the certified gift succession company;

四in the case where, on or after the day following the last day of the business succession period for a gift, the certified gift succession company relating to the covered gifted unlisted shares or similar interests has become a wholly owned subsidiary company resulting from a share exchange or share transfer of another company through a share exchange, etc. (limited to the case where the other company is an entity other than a person who has a special relationship specified by Cabinet Order with the successor donee and no shares, etc. of the other company are delivered upon that share exchange, etc.), if the sum of the following amounts is less than the amount of gift tax under a grace period immediately before that share exchange, etc. becomes effective: the gift tax equivalent to the remaining amount after deducting that sum from that amount of gift tax under a grace period.

イthe amount specified by Order of the Ministry of Finance as the amount equivalent to the market value of the covered gifted unlisted shares or similar interests immediately before that share exchange, etc. becomes effective (or, in the case where the amount specified by that Order of the Ministry of Finance is lower than the amount of the consideration for the share exchange, etc. (meaning the property that the other company delivers upon that share exchange, etc. to the shareholders of the certified gift succession company that has become the wholly owned subsidiary company resulting from a share exchange or share transfer), the amount of that consideration for the share exchange, etc.);

ロthe total of the amount of dividends of surplus, etc. received from the certified gift succession company within five years on or before the day on which that share exchange, etc. becomes effective by the successor donee and persons who share the same livelihood with the successor donee, and other amounts specified by Cabinet Order as amounts received from the certified gift succession company.

一that recalculated deferred gift tax;

二the total of the amount of dividends of surplus, etc. received from the certified gift succession company within five years before the date of the confirmation order by the successor donee and persons who share the same livelihood with the successor donee, and other amounts specified by Cabinet Order as amounts received from the certified gift succession company.

一the total value of the assets of the certified gift succession company;

二the total value of the assets acquired by capital contribution in kind, etc. (or, in the case where the certified gift succession company does not hold those assets acquired by capital contribution in kind, etc. at the time of the gift referred to in paragraph (1), the value of those assets acquired by capital contribution in kind, etc. calculated on the assumption that it held them at the time of that gift).

一in the case specified by Cabinet Order as a case where the assets used for the business of the certified gift succession company have suffered severe damage due to a disaster (meaning an earthquake, storm or flood damage, fire or any other disaster specified by Cabinet Order; the same applies hereinafter in this item and in the following item, in paragraph (31), items (i) and (ii) and paragraph (35), items (i) and (ii) of the following Article, and in Article 70-7-4, paragraph (18), items (i) and (ii)): even in the case where the certified gift succession company has come to fall under the case listed in paragraph (3), item (ii) or (ix) within the business succession period for a gift (limited to the period on or after the day on which that disaster occurred; the same applies hereinafter in this paragraph and in paragraph (32)), or under the case listed in the left-hand column of item (i) of the table in paragraph (5) (limited to the part relating to paragraph (3), item (ix)) within the specified gift period (meaning the period from the day following the last day of the business succession period for a gift until the day on which 10 years have elapsed on or after the day following the base date for management reports for a gift immediately preceding the day on which that disaster occurred (or, in the case where the first base date for management reports for a gift arrives after the day on which that disaster occurred, the period from the day following that base date for management reports for a gift until the day on which 10 years have elapsed on or after that day); the same applies hereinafter through item (iv)), the certified gift succession company is deemed not to fall under those cases;

二in the case specified by Cabinet Order as a case where it has become difficult to secure employment at the certified gift succession company because a business office of the certified gift succession company (limited to an office, store, factory or any other similar place where regular employees work; the same applies in (a)) has suffered damage due to a disaster (excluding the case falling under the case listed in the preceding item): the following provisions apply;

イeven in the case where the certified gift succession company has come to fall under the case listed in paragraph (3), item (ii) because the number calculated by dividing the total number of regular employees of the business offices so damaged (referred to as "disaster-damaged business offices" in (a)) as of each base date falling within the employee number confirmation period (limited to the period on or after the day on which that disaster occurred; the same applies in (a)) by the number of base dates falling within the employee number confirmation period, as of the last day of the employee number confirmation period, has fallen below the number specified by Cabinet Order as the number at which the employment of the regular employees of those disaster-damaged business offices is deemed to be secured (or, in the case where the business offices of the certified gift succession company include business offices other than disaster-damaged business offices, limited to the case where the number calculated by dividing the total number of regular employees of those other business offices as of each base date falling within the employee number confirmation period by the number of base dates falling within the employee number confirmation period, as of the last day of the employee number confirmation period, is equal to or more than the number specified by Cabinet Order as the number at which the employment of the regular employees of those business offices is deemed to be secured), the certified gift succession company is deemed not to fall under the case listed in that item;

ロeven in the case where the certified gift succession company has come to fall under the case listed in paragraph (3), item (ix) within the business succession period for a gift, or under the case listed in the left-hand column of item (i) of the table in paragraph (5) (limited to the part relating to paragraph (3), item (ix)) within the specified gift period, the certified gift succession company is deemed not to fall under those cases;

三in the case specified by Cabinet Order as a case where the sales amount of the certified gift succession company has significantly decreased due to falling under either Article 2, paragraph (5), item (i) or item (ii) of the Small and Medium-sized Enterprise Credit Insurance Act (Act No. 264 of 1950) (excluding the case falling under the cases listed in the preceding two items): even in the case where the certified gift succession company has come to fall under the case listed in paragraph (3), item (ii) within the business succession period for a gift, the certified gift succession company is deemed not to fall under the case listed in that item as of the last day of the business succession period for a gift, but only when it is specified by Cabinet Order as a case where the employment of regular employees commensurate with the sales amount is secured;

四in the case specified by Cabinet Order as a case where the sales amount of the certified gift succession company has significantly decreased due to falling under either Article 2, paragraph (5), item (iii) or item (iv) of the Small and Medium-sized Enterprise Credit Insurance Act (excluding the case falling under the cases listed in the preceding three items): even in the case where the certified gift succession company has come to fall under the case listed in paragraph (3), item (ii) or (ix) within the business succession period for a gift, or under the case listed in the left-hand column of item (i) of the table in paragraph (5) (limited to the part relating to paragraph (3), item (ix)) within the specified gift period, the certified gift succession company is deemed not to fall under those cases as of the last day of the business succession period for a gift (or, in the case where it has come to fall under the case listed in paragraph (3), item (ix) within the business succession period for a gift, or under the case listed in the left-hand column of item (i) of that table (limited to the part relating to item (ix) of that paragraph) within the specified gift period, during the period from the day following the base date for management reports for a gift immediately preceding the base date for management reports for a gift (limited to one falling within the business year following the business year to which that sales amount relates; referred to as the "base date" hereinafter in this item) until that base date (or, in the case listed in (a) or (b) below, the period specified in (a) or (b), respectively)), but only when it is specified by Cabinet Order as a case where the employment of regular employees commensurate with the sales amount is secured.

イin the case where that base date is the first base date for management reports for a gift: the period from the day following the due date for filing the gift tax return for the year that includes the day of the gift to which the provisions of paragraph (1) apply until that base date;

ロin the case where the base date for management reports for a gift falls within the specified gift period: the period from the day following the immediately preceding specified base date, among the days on which each year elapses from the last day of the business succession period for a gift (referred to as "specified base dates" in (b)) (or, in the case where the day on which that one year elapses is the first specified base date, the day following the last day of the business succession period for a gift), until the next specified base date (limited to one falling within the business year following the business year to which that sales amount relates (limited to a business year preceding the business year specified by Cabinet Order as the business year in which that sales amount first recovered to the level before it fell under either Article 2, paragraph (5), item (iii) or item (iv) of the Small and Medium-sized Enterprise Credit Insurance Act)).

一when the successor donee has made a transfer, etc. of all of the unlisted shares or similar interests of the certified gift succession company (limited to when it falls under either (a) or (b) below, and excluding when the certified gift succession company has become a wholly owned subsidiary company resulting from a share exchange or share transfer of another company through a share exchange, etc. (limited to when the other company is an entity other than a person who has a special relationship specified by Cabinet Order with the successor donee and no shares, etc. of the other company are delivered upon that share exchange, etc.));

イwhen that transfer, etc. is made to a person specified by Cabinet Order as a single person among persons other than those who have a special relationship specified by Cabinet Order with the successor donee;

ロwhen that transfer, etc. is made, in the case where a confirmation order for a rehabilitation plan under the provisions of the Civil Rehabilitation Act or for a reorganization plan under the provisions of the Corporate Reorganization Act has been issued, in order to cancel those unlisted shares or similar interests based on that rehabilitation plan or that reorganization plan;

二when an order commencing bankruptcy proceedings or an order to commence special liquidation has been issued with regard to the certified gift succession company relating to the covered gifted unlisted shares or similar interests.