Article 2Definitions

一in Japan:These mean in the region where this Act is enforced.

二outside Japan:These mean outside the region where this Act is enforced.

三domestic corporation:These mean a corporation that has its head office or principal office in Japan.

四foreign corporation:These mean a corporation that is not a domestic corporation.

五public service corporation:These mean any of the corporations listed in Appended Table 1.

六corporation in the public interest, etc.:These mean any of the corporations listed in Appended Table 2.

七cooperative, etc.:This means any of the corporations listed in Appended Table 3.

八association or foundation without juridical personality:These mean an association or foundation that is not a juridical person and that has special provisions concerning the representative or administrator.

九ordinary corporation:These mean a corporation other than those listed in items (v) through (vii), excluding any association or foundation without a juridical personality, etc.

九の二non-profit corporation: These mean a general incorporated association or general incorporated foundation (excluding public interest incorporated associations or public interest incorporated foundations) that falls under any of the following:

イA corporation whose purpose is not to obtain profit from its business or to distribute any of the profit it has obtained, and whose organization is specified by Cabinet Order as being proper for the operation of its business

ロA corporation that utilizes membership fees received from its members and conducts its business in order to obtain a benefit common to those members, and whose organization is specified by Cabinet Order as being proper for the operation of its business

十family company: These mean a company (including an investment corporation; the same applies in this item) in the case where three or fewer of its shareholders, etc. (excluding the company in the case where the company holds shares (including the investment equity prescribed in Article 2, paragraph (14) (Definitions) of the Act on Investment Trusts and Investment Corporations (Act No. 198 of 1951); the same applies hereinafter) or capital contributions in itself) and the individuals and corporations that have a special relationship with them as specified by Cabinet Order hold shares or capital contributions whose number or amount exceeds 50 percent of the total number or total amount of the issued shares of or capital contributions to the company (excluding shares or capital contributions it holds in itself), or in any other case specified by Cabinet Order.

十一acquired corporation:These mean a corporation whose assets and liabilities were transferred to another corporation as a result of a merger.

十二acquiring corporation:These mean a corporation that has received a transfer of assets and liabilities from an acquired corporation as a result of a merger.

十二の二splitting corporation: These mean a corporation whose assets or liabilities were transferred to another corporation as a result of a company split.

十二の三succeeding corporation in a company split: These mean a corporation that received a transfer of assets or liabilities from a splitting corporation as a result of a company split.

十二の四corporation making a capital contribution in kind:These mean a corporation whose assets and/or liabilities were transferred to another corporation as a result of a contribution in kind to the capital of other corporation.

十二の五corporation receiving a capital contribution in kind:These mean a corporation that has received a transfer of assets and/or liabilities from a corporation making a capital contribution in kind as a result of a contribution in kind to its capital.

十二の五の二corporation making a distribution in kind: These mean a corporation that has transferred the assets it holds as a result of a distribution in kind (meaning the delivery of assets other than monies by a corporation (excluding a public interest corporation, etc. and an association or foundation without juridical personality) to its shareholders, etc. on the grounds of any of the following events of the corporation; the same applies in this Article).

イA dividend of surplus (limited to one pertaining to shares or capital contributions, and excluding one made through a company split by split-off), a dividend of profits (excluding one made through a company split by split-off), or a distribution of surplus (limited to one pertaining to capital contributions);

ロA distribution of residual assets due to dissolution;

ハThe events listed in Article 24, paragraph (1), items (v) through (vii) (The Amount Deemed to Be Dividends).

十二の五の三corporation receiving a distribution in kind: These mean a corporation that has received a transfer of assets from a corporation making a distribution in kind as a result of a distribution in kind.

十二の六wholly owned subsidiary corporation in a share exchange:These mean a corporation that has issued shares and had another corporation acquire the issued shares held by its shareholders as a result of a share exchange.

十二の六の二wholly owned subsidiary corporation in a share exchange or similar act: These mean a wholly owned subsidiary corporation in a share exchange, and the target corporation prescribed in item (xii)-16 pertaining to a share exchange, etc. (excluding a share exchange).

十二の六の三wholly owning parent corporation in a share exchange:These mean a corporation that has come to hold the whole of another corporation's issued shares by acquiring the corporation's shares as a result of a share exchange.

十二の六の四wholly owning parent corporation in a share exchange or similar act: These mean a wholly owning parent corporation in a share exchange, a corporation that is the largest shareholder, etc. prescribed in item (xii)-16, (a) and (b) pertaining to a share exchange, etc. (excluding a share exchange), and a corporation that is the one shareholder, etc. referred to in (c) of that item.

十二の六の五wholly owned subsidiary corporation in a share transfer:These mean a corporation that has issued shares and had a corporation established through a share transfer acquire the issued shares held by its shareholders as a result of the share transfer.

十二の六の七group tax sharing parent corporation: These mean a parent corporation prescribed in Article 64-9, paragraph (1) (Group Tax Sharing Approval) that has received the approval under the provisions of that paragraph.

十二の七group tax sharing subsidiary corporation: These mean another domestic corporation prescribed in Article 64-9, paragraph (2) that has received the approval under the provisions of paragraph (1) of that Article.

十二の七の二group tax sharing corporation: These mean a group tax sharing parent corporation and a group tax sharing subsidiary corporation.

十二の七の三investment corporation: These mean an investment corporation prescribed in Article 2, paragraph (12) of the Act on Investment Trusts and Investment Corporations.

十二の七の四specific purpose company: These mean a specific purpose company prescribed in Article 2, paragraph (3) (Definitions) of the Act on the Securitization of Assets (Act No. 105 of 1998).

十二の七の五controlling interest: These mean a relationship specified by Cabinet Order as a relationship whereby one person directly or indirectly holds shares or capital contributions whose number or amount exceeds 50 percent of the total number or total amount of the issued shares of or capital contributions to a corporation (excluding the shares that the corporation holds in itself and the capital contributions made thereby; hereinafter referred to as the "issued shares, etc." in this Article) (hereinafter referred to as a "controlling interest between the parties" in this item), or a relationship between corporations each of which has a controlling interest between the parties with one and the same person.

十二の七の六full controlling interest: These mean a relationship specified by Cabinet Order as a relationship whereby one person directly or indirectly holds the whole of the issued shares, etc. of a corporation (hereinafter referred to as a "full controlling interest between the parties" in this item), or a relationship between corporations each of which has a full controlling interest between the parties with one and the same person.

十二の七の七group tax sharing full controlling interest: These mean a full controlling interest between a group tax sharing parent corporation and a group tax sharing subsidiary corporation (limited to the relationship specified by Cabinet Order prescribed in Article 64-9, paragraph (1); hereinafter the same applies in this item), or a relationship between group tax sharing subsidiary corporations each of which has a full controlling interest with the group tax sharing parent corporation.

十二の八qualified merger: These mean a merger that falls under any of the following, in which the shareholders, etc. of an acquired corporation do not receive the delivery of assets other than the shares or capital contributions of any one of the corporations, the acquiring corporation or the acquiring parent corporation (meaning a corporation that has a relationship with an acquiring corporation as specified by Cabinet Order as a relationship whereby the corporation holds directly or indirectly the whole of the issued shares, etc. of the acquiring corporation) (such assets exclude monies or other assets to be delivered as a dividend, etc. of surplus to the shareholders, etc. (meaning a dividend of surplus, dividend of profits, or distribution of surplus pertaining to shares or capital contributions), monies or other assets to be delivered to the shareholders, etc. who oppose the merger as the consideration based on the demand that their shares be purchased from them, and monies or other assets to be delivered to shareholders, etc. other than the acquiring corporation in the case where, immediately before the merger, the acquiring corporation holds shares or capital contributions equivalent in number or amount to two-thirds or more of the total number or total amount of the issued shares, etc. of the acquired corporation):

イA merger in the case where there is, between the acquired corporation and the acquiring corporation (where the merger aims to establish a corporation (hereinafter referred to as a "consolidation-type merger" in this item), between one acquired corporation and the other acquired corporation), a full controlling interest held by either one of the corporations or any other relationship as specified by Cabinet Order

ロA merger in the case where there is, between the acquired corporation and the acquiring corporation (where the merger is a consolidation-type merger, between one acquired corporation and the other acquired corporation), a controlling interest held by either one of the corporations or any other relationship as specified by Cabinet Order, and which meets all of the following requirements:

（１）That, out of the employees of the acquired corporation in the merger immediately before the merger, a number of persons equivalent to approximately 80 percent or more of the total number thereof are expected to engage, after the merger, in the business of the acquiring corporation in the merger (including the business of a corporation that has a full controlling interest with the acquiring corporation in the merger, and, in the case where the principal business that the acquired corporation conducts before the merger is expected to be transferred, through a qualified merger to be effected after the merger, to the acquiring corporation in the qualified merger, the business of the acquiring corporation in the qualified merger and of a corporation that has a full controlling interest with the acquiring corporation in the qualified merger).

（２）That the principal business that the acquired corporation in the merger conducts before the merger is expected to continue to be conducted after the merger by the acquiring corporation in the merger (including a corporation that has a full controlling interest with the acquiring corporation in the merger, and, in the case where the principal business is expected to be transferred, through a qualified merger to be effected after the merger, to the acquiring corporation in the qualified merger, the acquiring corporation in the qualified merger and a corporation that has a full controlling interest with the acquiring corporation in the qualified merger).

ハA merger specified by Cabinet Order as a merger to allow the acquired corporation and the acquiring corporation (where the merger falls under the category of a consolidation-type merger, for one acquired corporation and another acquired corporation) to conduct business jointly

十二の九company split by split-off: These mean the company splits listed as follows:

イA company split in the case where all of the assets as a consideration for a split (meaning the shares (including capital contributions; hereinafter the same applies through item (xii)-17) of the succeeding corporation in a company split or other assets delivered by the succeeding corporation in a company split as a result of the company split; hereinafter the same applies through item (xii)-11) that the splitting corporation receives as a result of the company split are delivered to the shareholders, etc. of the splitting corporation on the date of the company split, or in the case where all of the assets as a consideration for a split are directly delivered to the shareholders, etc. of the splitting corporation as a result of the company split;

ロA company split without assets as a consideration for a split (hereinafter referred to as a "company split without consideration" in this item and the following item), in the case where, immediately before the company split, the succeeding corporation in a company split holds the whole of the issued shares, etc. of the splitting corporation or the splitting corporation does not hold shares of the succeeding corporation in a company split.

十二の十company split by spin-off: These mean the company splits listed as follows:

イA company split in the case where the assets as a consideration for a split that a splitting corporation receives as a result of the company split are not delivered to the shareholders, etc. of the splitting corporation as of the date of the company split (excluding a company split without consideration);

ロA company split without consideration in the case where, immediately before the company split, the splitting corporation holds shares of the succeeding corporation in a company split (excluding the case where the succeeding corporation in a company split holds the whole of the issued shares, etc. of the splitting corporation).

十二の十一qualified company split: These mean a company split that falls under any of the following, in which no assets other than the shares of any one of the corporations, the succeeding corporation in a company split or the succeeding parent corporation in a company split (meaning a corporation that has a relationship with the succeeding corporation in a company split that is specified by Cabinet Order as being a relationship whereby the corporation holds directly or indirectly the whole of the issued shares, etc. of the succeeding corporation in a company split), are delivered as assets as a consideration for a split (in the case of a company split by split-off in which the shares are delivered, limited to a company split in which the shares are delivered in accordance with the ratio of the number of the shares of the splitting corporation (in the case of capital contributions, the amount thereof) held by each shareholder, etc. of the splitting corporation to the total number or total amount of the issued shares, etc. of the splitting corporation):

イA company split in the case where either the splitting corporation or the succeeding corporation in a company split has a full controlling interest in the other corporation, or any other relationship as specified by Cabinet Order

ロA company split in the case where either the splitting corporation or the succeeding corporation in a company split has a controlling interest in the other corporation, or any other relationship as specified by Cabinet Order, and which meets all of the following requirements:

（１）That the principal assets and liabilities pertaining to the split business (meaning, out of the business conducted by the splitting corporation before the company split, the business that is to be conducted by the succeeding corporation in a company split as a result of the company split; the same applies in (b)) have been transferred to the succeeding corporation in a company split as a result of the company split.

（２）That, out of the employees engaged in the split business immediately before the company split, a number of persons equivalent to approximately 80 percent or more of the total number thereof are expected to engage in the business of the succeeding corporation in a company split after the company split (including the business of a corporation that has a full controlling interest with the succeeding corporation in a company split, and, in the case where the split business is expected to be transferred, through a qualified merger to be effected after the company split, to the acquiring corporation in the qualified merger, the business of the acquiring corporation and of a corporation that has a full controlling interest with the acquiring corporation).

（３）That the split business pertaining to the company split is expected to continue to be conducted after the company split by the succeeding corporation in a company split (including a corporation that has a full controlling interest with the succeeding corporation in a company split, and, in the case where the split business is expected to be transferred, through a qualified merger to be effected after the company split, to the acquiring corporation in the qualified merger, the acquiring corporation and a corporation that has a full controlling interest with the acquiring corporation).

ハA company split specified by Cabinet Order as being a company split to allow the splitting corporation and the succeeding corporation in a company split (where the company split aims to establish a corporation, for one splitting corporation and another splitting corporation) to conduct business jointly

ニA company split specified by Cabinet Order as being a company split (limited to a company split by split-off in which only one corporation is the splitting corporation) to allow the business that the splitting corporation conducts before the company split to be conducted independently by a succeeding corporation in a company split newly established through the company split

十二の十二qualified company split by split-off:These mean a company split by split-off that falls under the category of qualified company split.

十二の十三qualified company split by spin-off:These mean a company split by spin-off that falls under the category of qualified company split.

十二の十四qualified capital contribution in kind: These mean a contribution in kind that falls under any of the following (excluding a contribution in kind that transfers, to a foreign corporation that is the corporation receiving a capital contribution in kind, real estate located in Japan or any other asset specified by Cabinet Order (referred to as "domestic real property, etc." in this item), assets (excluding, in the case of holding shares of a foreign corporation equivalent in number or amount to 25 percent or more of the total number or total amount of the issued shares, etc. of the foreign corporation, the shares of the foreign corporation) or liabilities pertaining to a business conducted through a domestic place of business, etc. (meaning, for a domestic corporation, the head office, etc. prescribed in Article 69, paragraph (4), item (i) (Foreign Tax Credit), and, for a foreign corporation, a permanent establishment) (referred to as "domestic assets, etc." in this item), or industrial property rights, copyrights or any other asset of a domestic corporation specified by Cabinet Order (referred to as "intangible asset, etc." in this item) (excluding a contribution in kind specified by Cabinet Order as one by which all of the domestic real property, etc., domestic assets, etc. and intangible assets, etc. become, as a result of the transfer, assets or liabilities pertaining to a business conducted through the permanent establishment of the foreign corporation that is the corporation receiving a capital contribution in kind), a contribution in kind by which a foreign corporation transfers to a domestic corporation or another foreign corporation assets (excluding domestic real property, etc.) or liabilities pertaining to a business conducted through the head office, etc. prescribed in Article 138, paragraph (1), item (i) (Domestic Source Income) (referred to as "head office, etc." in this item) (referred to as "foreign corporation's overseas assets, etc." in this item) (in the case of a contribution in kind that transfers foreign corporation's overseas assets, etc. to the other foreign corporation, limited to a contribution in kind by which all or part of the foreign corporation's overseas assets, etc. become, as a result of the transfer, assets or liabilities pertaining to a business conducted through the permanent establishment of the other foreign corporation), and a contribution in kind by which a domestic corporation transfers to a foreign corporation assets or liabilities pertaining to a business conducted through a foreign office or similar establishment prescribed in Article 69, paragraph (4), item (i) (referred to as "domestic corporation's assets, etc. outside Japan" in this item) and by which all or part of the domestic corporation's assets, etc. outside Japan become, as a result of the transfer, assets or liabilities pertaining to a business conducted through the head office, etc. of the foreign corporation (limited to a contribution in kind specified by Cabinet Order as being equivalent to a contribution in kind that transfers domestic assets, etc.), as well as the delivery of bonds pertaining to bonds with share options upon the exercise of the share options attached to the bonds with share options, and limited to a contribution in kind in which only the shares of the corporation receiving a capital contribution in kind are delivered to the corporation making a capital contribution in kind):

イA contribution in kind to the capital of the receiving corporation in the case where either the corporation making a capital contribution in kind or the corporation receiving a capital contribution in kind has a full controlling interest in the other corporation, or any other relationship as specified by Cabinet Order

ロA contribution in kind to the capital of the receiving corporation in the case where either the corporation making a capital contribution in kind or the corporation receiving a capital contribution in kind has a controlling interest in the other corporation, or any other relationship as specified by Cabinet Order, and which meets all the following requirements:

（１）That the principal assets and liabilities pertaining to the business transferred by a contribution in kind (meaning, out of the business conducted by the corporation making a capital contribution in kind before the contribution in kind, the business that is to be conducted by the corporation receiving a capital contribution in kind as a result of the contribution in kind; the same applies in (b)) have been transferred to the corporation receiving a capital contribution in kind as a result of the contribution in kind.

（２）That, out of the employees engaged in the business transferred by a contribution in kind immediately before the contribution in kind, a number of persons equivalent to approximately 80 percent or more of the total number thereof are expected to engage in the business of the corporation receiving a capital contribution in kind after the contribution in kind (including the business of a corporation that has a full controlling interest with the corporation receiving a capital contribution in kind, and, in the case where the business transferred by a contribution in kind is expected to be transferred, through a qualified merger to be effected after the contribution in kind, to the acquiring corporation in the qualified merger, the business of the acquiring corporation and of a corporation that has a full controlling interest with the acquiring corporation).

（３）That the business transferred by a contribution in kind pertaining to the contribution in kind is expected to continue to be conducted after the contribution in kind by the corporation receiving a capital contribution in kind (including a corporation that has a full controlling interest with the corporation receiving a capital contribution in kind, and, in the case where the business transferred by a contribution in kind is expected to be transferred, through a qualified merger to be effected after the contribution in kind, to the acquiring corporation in the qualified merger, the acquiring corporation and a corporation that has a full controlling interest with the acquiring corporation).

ハA contribution in kind to the capital of the receiving corporation that is specified by Cabinet Order as being a contribution in kind to allow for the corporation making a capital contribution in kind and the corporation receiving a capital contribution in kind (where the contribution in kind aims to establish a corporation, for one corporation making a capital contribution in kind and any other corporation making a capital contribution in kind) to conduct business jointly

十二の十五qualified in-kind distribution: These mean a distribution in kind in which a domestic corporation is the corporation making a distribution in kind and in which the persons receiving the transfer of assets through the distribution in kind are only domestic corporations (limited to ordinary corporations or cooperatives, etc.) that have a full controlling interest with the domestic corporation immediately before the distribution in kind.

十二の十五の二share distribution: These mean a distribution in kind (limited to a dividend of surplus or a dividend of profits) through which the whole of the issued shares, etc. of a corporation the whole of whose issued shares, etc. were held by the corporation making a distribution in kind immediately before the distribution in kind (referred to as a "wholly owned subsidiary corporation" in the following item) is transferred (excluding a distribution in kind in the case where the persons receiving the transfer of the issued shares, etc. through the distribution in kind are only persons that have a full controlling interest with the corporation making a distribution in kind immediately before the distribution in kind).

十二の十五の三qualified share distribution: These mean a share distribution in which only the shares of a wholly owned subsidiary corporation are transferred and which is specified by Cabinet Order as a share distribution to allow the wholly owned subsidiary corporation and the corporation making a distribution in kind to conduct business independently (limited to a share distribution in which the shares are delivered in accordance with the ratio of the number of the shares of the corporation making a distribution in kind (in the case of capital contributions, the amount thereof) held by each shareholder, etc. of the corporation making a distribution in kind to the total number or total amount of the issued shares, etc. of the corporation making a distribution in kind).

十二の十六share exchange, etc.: These mean a share exchange, and a target corporation (meaning the corporation prescribed in (a) through (c), respectively) coming, as a result of an act listed in (a) through (c), to be subject to a full controlling interest of the corporation that is the largest shareholder, etc. prescribed in (a) or (b), respectively, or of the corporation that is the one shareholder, etc. referred to in (c).

イThe resolution of acquisition in the case where, as a result of the resolution of acquisition pertaining to class shares subject to wholly call (meaning a type of share in the case where the corporation that issued such shares has provisions to the effect that all such shares are acquired by resolution of a shareholders meeting or any other meeting equivalent thereto (referred to as the "resolution of acquisition" in (a))), no shares of the corporation other than fractional shares of less than one share come to be delivered as the consideration for the acquisition to any of the shareholders, etc. (excluding the corporation and persons that have a full controlling interest with the largest shareholder, etc.) other than the largest shareholder, etc. of the corporation (meaning, among the shareholders, etc. of the corporation other than the corporation itself, the person who holds the largest number of shares of the corporation);

ロA consolidation of shares in which the number of shares of the corporation that come to be held by each of the shareholders, etc. (excluding the corporation and persons that have a full controlling interest with the largest shareholder, etc.) other than the largest shareholder, etc. of the corporation that effected the consolidation (meaning, among the shareholders, etc. of the corporation other than the corporation itself, the person who holds the largest number of shares of the corporation) becomes a fraction of less than one share;

ハThe approval in the case where, as a result of the approval pertaining to a demand for share cash-out (meaning a demand, made by one shareholder, etc. of a corporation with the approval of the corporation to all of the other shareholders, etc. of the corporation (excluding the corporation and persons that have a full controlling interest with the one shareholder, etc.) under the provisions of laws and regulations (including foreign laws and regulations; the same applies in (c)), that they sell all of their shares of the corporation), the whole of the issued shares, etc. of the corporation (excluding those held by the one shareholder, etc. or by persons that have a full controlling interest with the one shareholder, etc.) comes to be acquired by the one shareholder, etc. under the provisions of laws and regulations.

十二の十七qualified share exchange, etc.: These mean a share exchange, etc. that falls under any of the following, in which no assets other than the shares of any one of the corporations, the wholly owning parent corporation in a share exchange or similar act or the fully controlling parent corporation in a share exchange (meaning a corporation that has a relationship with the wholly owning parent corporation in a share exchange that is specified by Cabinet Order as being a relationship whereby the corporation holds directly or indirectly the whole of the issued shares, etc. of the wholly owning parent corporation in a share exchange), are delivered to the shareholders, etc. of the wholly owned subsidiary corporation in a share exchange or similar act (such assets exclude monies or other assets delivered as a dividend of surplus to the shareholders, etc., monies or other assets delivered to the shareholders, etc. who oppose the share exchange, etc. as the consideration based on their demand that their shares be purchased from them, monies or other assets delivered to shareholders other than the wholly owning parent corporation in a share exchange in the case where, immediately before the share exchange, the wholly owning parent corporation in a share exchange holds shares equivalent in number to two-thirds or more of the total number of the issued shares (excluding the shares that the wholly owned subsidiary corporation in a share exchange holds in itself) of the wholly owned subsidiary corporation in a share exchange, monies or other assets delivered based on a petition for a determination of the price of the acquisition set forth in (a) of the preceding item, monies or other assets delivered as the consideration for the acquisition of the fractional shares of less than one share set forth in (a) of that item pertaining to the act listed in (a) of that item or of the fractional shares of less than one share of the corporation prescribed in (b) of that item arising from the act listed in (b) of that item, and monies or other assets delivered as the consideration for the acquisition set forth in (c) of that item).

イA share exchange in the case where the wholly owned subsidiary corporation in the share exchange and the wholly owning parent corporation in the share exchange have between them a full controlling interest by the wholly owning parent corporation in the share exchange, or any other relationship as specified by Cabinet Order

ロA share exchange, etc. in the case where either the wholly owned subsidiary corporation in the share exchange or similar act or the wholly owning parent corporation in the share exchange or similar act has a controlling interest in the other corporation, or any other relationship as specified by Cabinet Order, and which meets all of the following requirements:

（１）That, out of the employees of the wholly owned subsidiary corporation in a share exchange or similar act immediately before the share exchange, etc., a number of persons equivalent to approximately 80 percent or more of the total number thereof are expected to continue to engage in the business of the wholly owned subsidiary corporation in a share exchange or similar act (including the business of a corporation that has a full controlling interest with the wholly owned subsidiary corporation in a share exchange or similar act, and, in the case where the principal business that the wholly owned subsidiary corporation in a share exchange or similar act conducts before the share exchange, etc. is expected to be transferred, through a qualified merger to be effected after the share exchange, etc. or a qualified company split or qualified capital contribution in kind in which the wholly owned subsidiary corporation in a share exchange or similar act is the splitting corporation or the corporation making a capital contribution in kind (referred to as a "qualified merger, etc." in (b)), to the acquiring corporation, succeeding corporation in a company split or corporation receiving a capital contribution in kind in the qualified merger, etc. (referred to as an "acquiring corporation, etc." in (b)), the business of the acquiring corporation, etc. and of a corporation that has a full controlling interest with the acquiring corporation, etc.).

（２）That the principal business that the wholly owned subsidiary corporation in a share exchange or similar act conducts before the share exchange, etc. is expected to continue to be conducted by the wholly owned subsidiary corporation in a share exchange or similar act (including a corporation that has a full controlling interest with the wholly owned subsidiary corporation in a share exchange or similar act, and, in the case where the principal business is expected to be transferred, through a qualified merger, etc. to be effected after the share exchange, etc., to the acquiring corporation, etc. in the qualified merger, etc., the acquiring corporation, etc. and a corporation that has a full controlling interest with the acquiring corporation, etc.).

ハA share exchange specified by Cabinet Order as being a share exchange to allow the wholly owned subsidiary corporation in the share exchange and the wholly owning parent corporation in the share exchange to conduct business jointly

十二の十八qualified share transfer: These mean a share transfer that falls under any of the following, in which the shareholders of the wholly owned subsidiary corporation in a share transfer do not receive the delivery of any assets other than the shares of the wholly owning parent corporation in the share transfer (such assets exclude monies or any other assets to be delivered to the shareholders who oppose the share transfer as the consideration based on their demand that their shares be purchased from them):

イA share transfer in the case where one wholly owned subsidiary corporation in the share transfer and a second wholly owned subsidiary corporation in the share transfer (hereinafter referred to as "the second wholly owned subsidiary corporation in the share transfer" in this item) have between them a full controlling interest by the same person, or any other relationship as specified by Cabinet Order, or a share transfer in which only one corporation becomes the wholly owned subsidiary corporation in the share transfer and which is specified by Cabinet Order

ロA share transfer in the case where either one wholly owned subsidiary corporation in a share transfer or a second wholly owned subsidiary corporation in the share transfer has a controlling interest in the other corporation, or any other relationship as specified by Cabinet Order, and which meets all of the following requirements:

（１）That, out of the employees of each wholly owned subsidiary corporation in a share transfer pertaining to the share transfer immediately before the share transfer, a number of persons equivalent to approximately 80 percent or more of the total number thereof are expected to continue to engage in the business of the wholly owned subsidiary corporation in a share transfer (including the business of a corporation that has a full controlling interest with the wholly owned subsidiary corporation in a share transfer, and, in the case where the principal business that the wholly owned subsidiary corporation in a share transfer conducts before the share transfer is expected to be transferred, through a qualified merger to be effected after the share transfer or a qualified company split or qualified capital contribution in kind in which the wholly owned subsidiary corporation in a share transfer is the splitting corporation or the corporation making a capital contribution in kind (referred to as a "qualified merger, etc." in (b)), to the acquiring corporation, succeeding corporation in a company split or corporation receiving a capital contribution in kind in the qualified merger, etc. (referred to as an "acquiring corporation, etc." in (b)), the business of the acquiring corporation, etc. and of a corporation that has a full controlling interest with the acquiring corporation, etc.).

（２）That the principal business that each wholly owned subsidiary corporation in a share transfer pertaining to the share transfer conducts before the share transfer is expected to continue to be conducted by the wholly owned subsidiary corporation in a share transfer (including a corporation that has a full controlling interest with the wholly owned subsidiary corporation in a share transfer, and, in the case where the principal business is expected to be transferred, through a qualified merger, etc. to be effected after the share transfer, to the acquiring corporation, etc. in the qualified merger, etc., the acquiring corporation, etc. and a corporation that has a full controlling interest with the acquiring corporation, etc.).

ハA share transfer specified by Cabinet Order as being a share transfer to allow the wholly owned subsidiary corporation in the share transfer and the second wholly owned subsidiary corporation in the share transfer to conduct business jointly

十二の十九permanent establishment: These mean those listed as follows; provided, however, that in the case where a convention for the avoidance of double taxation or the prevention of fiscal evasion with respect to taxes on income that Japan has concluded contains provisions different from those listed as follows, with regard to a foreign corporation to which the convention applies, a permanent establishment is to be what is specified as a permanent establishment in the convention (limited to that located in Japan).

イA branch, factory or other fixed place where business is conducted, of a foreign corporation located in Japan, which is specified by Cabinet Order;

ロA place in Japan where a foreign corporation carries out construction or installation work or provides services of directing and supervising such work, or any other place specified by Cabinet Order as being equivalent thereto;

ハA person who has the authority to conclude contracts on behalf of a foreign corporation and whom the foreign corporation places in Japan, or any other equivalent person, who is specified by Cabinet Order.

十三profit-making business:These mean a sales business, manufacturing business or any other business as specified by Cabinet Order that is conducted on a continuous basis by maintaining a workplace.

十四shareholder, etc.:These mean a shareholder, member of a general partnership company, limited partnership company, or limited liability company, or any other contributor to a corporation.

十五officer:These mean an executive officer, operating officer, accounting advisor, auditor, director, inspector, or liquidator, and any person other than those persons who engages in the management of a corporation and is specified by Cabinet Order.

十六amount of stated capital, etc.: These mean the amount specified by Cabinet Order as the amount that a corporation has received from shareholders, etc. as capital contributions.

十八amount of retained earnings: These mean the amount specified by Cabinet Order as the amount of income of a corporation that has been reserved.

十九net operating loss:These mean, in the case where deductible expenses for a business year exceed gross profits for the business year, when calculating the amount of income for each business year, the excess amount of the loss.

二十inventory: These mean commodities, products, semi-finished products, products in progress, raw materials or other assets which are specified by Cabinet Order as those to be inventoried (excluding securities and commodities, etc. for short-term trading as prescribed in Article 61, paragraph (1) (Capital Gains or Losses and Gains or Losses on the Fair Valuation of Commodities, etc. for Short-Term Trading)).

二十一securities:These mean the securities prescribed in Article 2, paragraph (1) (Definition) of the Financial Instruments and Exchange Act (Act No. 25 of 1948) and others equivalent thereto that are specified by Cabinet Order (excluding the shares that a corporation, etc. holds in itself and the capital contributions made thereby, and those related to derivative transactions as prescribed in Article 61-5, paragraph (1) (Inclusion, etc. in Gross Profits or Deductible Expenses of the Amount Equivalent to Profit or Loss on Derivative Transactions)).

二十二fixed assets:These mean land (including any right on land), depreciable assets, telephone subscription rights, or other assets as specified by Cabinet Order.

二十三depreciable assets:This means the buildings, structures, machinery, devices, ships, vehicles and equipment, tools, apparatus and appliances, mining rights, or other assets which are specified by Cabinet Order as assets to be depreciated.

二十四deferred assets:These mean expenses paid by a corporation, with the effects of the payment thereof lasting one year or longer after the day on which the payment was made and which are specified by Cabinet Order.

二十五account for as atax deductibles:These mean that a corporation accounts for an amount as an expense or a loss in the final settlement of the accounts.

二十六jointly managed trust: These mean a money trust operated by a trust company (including a financial institution as prescribed in Article 1, paragraph (1) (Permission for Concurrent Operations) of the Act on Engagement in Trust Business by Financial Institutions (Act No. 43 of 1943) that is engaged in a trust business as prescribed in the paragraph under the Act) in which the trust company jointly manages the trust property of multiple settlors who do not act in concert (excluding an investment trust operated without instructions from the settlor as prescribed in Article 2, paragraph (2) of the Act on Investment Trusts and Investment Corporations, a foreign investment trust equivalent thereto (meaning a foreign investment trust as prescribed in paragraph (24) of the Article; the same applies in the following item and item (xxix), (b)), and other trusts specified by Cabinet Order as those with settlors who are substantially small in number).

二十七securities investment trust:These mean a securities investment trust as prescribed in Article 2, paragraph (4) of the Act on Investment Trusts and Investment Corporations and a foreign investment trust equivalent thereto.

二十八public and company bond investment trust:These mean a securities investment trust that has as its purpose the management of trust property for investment in government bonds or company bonds (including bonds that a corporation other than a company issues under special Acts) and in which the trust property is not managed for investment in shares or capital contributions.

二十九group investment trust: These mean trusts listed as follows:

イA jointly operated trust

ロAn investment trust as prescribed in Article 2, paragraph (3) of the Act on Investment Trusts and Investment Corporations (limited to those listed as follows) and a foreign investment trust:

（１）A securities investment trust as prescribed in Article 2, paragraph (4) of the Act on Investment Trusts and Investment Corporations;

（２）An investment trust specified by Cabinet Order as one in which the offering of beneficial rights by its trustee (in the case of an investment trust with instructions from the settlor as prescribed in Article 2, paragraph (1) of the Act on Investment Trusts and Investment Corporations, its settlor) is conducted through a public offering as prescribed in paragraph (8) of that Article and is conducted mainly in Japan.

ハA specified trust that issues beneficiary certificates (meaning a trust that issues beneficiary certificates as prescribed in Article 185, paragraph (3) (Provisions on Terms of Trust Concerning the Issuance of Beneficiary Certificates) of the Trust Act (Act No. 108 of 2006) that meets all of the following requirements (excluding a trust listed in (a) and a trust listed in (c) of the following item)):

（１）That the trust has been accepted by a corporation that has obtained, as specified by Cabinet Order, the approval of the district director as to its meeting the requirements specified by Cabinet Order with regard to the implementation of trust affairs (referred to as an "approved trustee" in (1)) (excluding the case where, by the day preceding the first day of its calculation period, the approved trustee (including an approved trustee that has taken over the trust affairs by assuming office as trustee of the trust that issues beneficiary certificates) has had the approval rescinded, and the case where a person other than an approved trustee has assumed office as trustee of the trust that issues beneficiary certificates).

（２）That there is a provision in the terms of trust to the effect that the ratio of the amount calculated, as specified by Cabinet Order, as the amount of undistributed profits as of the end of each calculation period to the total amount of the principal as of that time (referred to as the "ratio of retained profits" in (3)) is not to exceed the ratio specified by Cabinet Order.

（３）That, as of the start of each calculation period, the ratio of retained profits calculated at any of the times that have arrived by that time and that are specified by Cabinet Order as times for calculating the ratio of retained profits has not exceeded the ratio specified by Cabinet Order prescribed in (2).

（４）That its calculation period does not exceed one year.

（５）That it has never fallen under the category of a trust for which there are no beneficiaries (limited to those who currently hold rights as beneficiaries).

二十九の二trust subject to corporate taxation: These mean the trusts listed as follows (excluding a group investment trust, a retirement pension trust, etc. as prescribed in Article 12, paragraph (4), item (i) (Vesting of Assets and Liabilities in Trust Property and Profits and Expenses to Be Attributed to Trust Property) and a public interest trust, etc. as prescribed in item (ii) of the paragraph):

イA trust for which there is a provision to the effect that securities which certify beneficial rights are to be issued

ロA trust for which there are no beneficiaries as prescribed in Article 12, paragraph (1) (including those deemed to be beneficiaries as prescribed in the paragraph pursuant to the provisions of paragraph (2) of the Article)

ハA trust for which a corporation (excluding a public service corporation and a corporation in the public interest, etc.) becomes a settlor (such trust excludes a trust for which only the assets included in a trust property are entrusted) and which meets any of the following requirements:

（１）That the whole or a material part of the business of the corporation (limited to a business whose transfer requires a resolution of a shareholders meeting of the corporation (including any resolution equivalent thereto) under Article 467, paragraph (1) (limited to the part pertaining to item (i) or item (ii)) (Approval of Business Transfers, etc.) of the Companies Act (Act No. 86 of 2005)) has been entrusted, and that, at the time when the trust became effective, the trust was expected to fall under a trust specified by Cabinet Order as one in which the ratio of the beneficial rights acquired by the shareholders, etc. of the corporation to all the beneficial rights pertaining to the trust exceeds 50 percent (excluding the case specified by Cabinet Order as the case where the types of assets other than monies included in the trust property are approximately the same).

（２）That, at the time when the trust became effective or at the time when a change in the provisions on its duration (meaning the duration specified in the terms of trust; the same applies in (2)) became effective (referred to as the "time of taking effect, etc." in (2)), the corporation or a person who has a special relationship as specified by Cabinet Order with the corporation (referred to as a "specially-related person" in (2) and (3)) was the trustee, and that, at the time of taking effect, etc., the duration on or after the time of taking effect, etc. was set to exceed 20 years (including the case where, neither the corporation nor its specially-related person having been the trustee, the corporation or its specially-related person comes to assume office as trustee and, at the time of assuming office, the duration on or after that time was set to exceed 20 years, and excluding the case specified by Cabinet Order as the case where the management or disposition of the trust property requires a long period of time due to the nature of the trust property).

（３）That, at the time when the trust became effective, the corporation or its specially-related person was the trustee and a specially-related person of the corporation was the beneficiary, and that the trust fell under the case specified by Cabinet Order as the case where the ratio of distribution of proceeds to the specially-related person could be changed at that time.

ニAn investment trust as prescribed in Article 2, paragraph (3) of the Act on Investment Trusts and Investment Corporations

ホA special purpose trust as prescribed in Article 2, paragraph (13) of the Act on the Securitization of Assets

三十interim return: This means a return pursuant to the provisions of Article 71, paragraph (1) (Interim Return) or Article 144-3, paragraph (1) or paragraph (2) (Interim Return).

三十一Final Return: These mean a return pursuant to the provisions of Article 74, paragraph (1) (Final Returns) or Article 144-6, paragraph (1) or paragraph (2) (Final Returns) (including a return filed after the due date).

三十一の二final return for the international minimum tax amount: These mean a return pursuant to the provisions of Article 82-6, paragraph (1) (Final Returns for the International Minimum Tax Amount) (including a return filed after the due date).

三十一の三final return for the international minimum tax residual amount: These mean a return pursuant to the provisions of Article 82-14, paragraph (1) (Final Returns for the International Minimum Tax Residual Amount) (including the case where it is applied mutatis mutandis pursuant to Article 145-5 (Filing of Returns and Payment, etc.)) (including a return filed after the due date).

三十一の四final return for the domestic minimum tax amount: These mean a return pursuant to the provisions of Article 82-22, paragraph (1) (Final Returns for the Domestic Minimum Tax Amount) (including the case where it is applied mutatis mutandis pursuant to Article 145-9 (Filing of Returns, Payment, etc.)) (such returns include returns filed after the due date).

三十二Interim Return for Retirement Pension Funds: These mean a return pursuant to the provisions of Article 88 (Interim Returns for Retirement Pension Funds) (including the case where it is applied mutatis mutandis pursuant to Article 145-13 (Filing of Returns and Payment)) (such returns include returns filed after the due date).

三十三Final Return for Retirement Pension Funds: These mean a return pursuant to the provisions of Article 89 (Final Returns for Retirement Pension Funds) (including the case where it is applied mutatis mutandis pursuant to Article 145-13) (including a return filed after the due date).

三十四return filed after the due date: These mean a return filed after the due date prescribed in Article 18, paragraph (2) (Filing of a Return after the Due Date) of the Act on General Rules for National Taxes (Act No. 66 of 1962).

三十五amended return: These mean an amended return prescribed in Article 19, paragraph (3) (Amended Return) of the Act on General Rules for National Taxes.

三十六Blue Return: These mean a return listed in item (xxx), item (xxxi), item (xxxii), and item (xxxiii) and an amended return related thereto filed in a blue form pursuant to the provisions of Article 121 (Blue Returns) (including the case where it is applied mutatis mutandis pursuant to Article 146, paragraph (1) (Blue Returns)).

三十七written request for reassessment: These mean a written request for reassessment as prescribed in Article 23, paragraph (3) (Request for Reassessment) of the Act on General Rules for National Taxes.

三十八interim payment: These mean the amount of corporation tax to be paid pursuant to the provisions of Article 76 (Payment by Interim Return) or Article 144-9 (Payment by Interim Return) (where an amended return has been filed or a reassessment has been made for the amount, the amount of corporation tax after the amended return was filed or the reassessment was made).

三十九reassessment:These mean reassessment pursuant to the provisions of Article 24 (Reassessment) or Article 26 (Reassessment of Previous Reassessment) of the Act on General Rules for National Taxes.

四十determination: These mean a determination pursuant to the provisions of Article 25 (Determination) of the Act on General Rules for National Taxes, except in the cases of this Part, Part II, Chapter I, Section 1 (Tax Base and Calculation Thereof), Article 80, paragraph (4) (Refund by Carryback of Loss), Article 133 (Refund of Income Tax Due to Reassessment, etc.), Article 134 (Refund of the Amount of Interim Payment Due to Reassessment, etc. or Determination Related to a Final Return), Article 135, paragraph (3), item (iii) and paragraph (4) (Special Provisions for Refund of Corporation Tax upon reassessment in the Case of an Excessive Return Based on Fictitious Accounting), Article 147-3 (Refund of Income Tax Due to Reassessment, etc.) and Article 147-4 (Refund of the Amount of Interim Payment Due to Reassessment, etc. or Determination Related to a Final Return).

四十一penalty tax:These mean any penalty tax as prescribed in Article 2, item (iv) (Definitions) of the Act on General Rules for National Taxes.

四十二appropriation:These mean appropriation pursuant to the provisions of Article 57, paragraph (1) (Appropriations) of the Act on General Rules for National Taxes.

四十三interest on a refund:These mean interest on a refund as prescribed in Article 58, paragraph (1) (Interest on Refunds) of the Act on General Rules for National Taxes.

四十四local tax: These mean monies to be collected by local bodies as prescribed in Article 1, paragraph (1), item (xiv) (Terminology) of the Local Tax Act (Act No. 226 of 1950) (including any equivalent monies to be collected by Tokyo Metropolis and special wards).