Article 57-2Non-application of a Carryover of Losses for a Corporation Showing a Loss. That Is Controlled by Specified Shareholders
第五十七条の二（特定株主等によつて支配された欠損等法人の欠損金の繰越しの不適用）
In the case where a domestic corporation that has become subject to a specified controlling interest of a second person (meaning a relationship whereby the second person holds directly or indirectly shares or capital contributions exceeding 50 percent of the total number or the total amount of the issued shares of or capital contributions to the domestic corporation (excluding the shares that the domestic corporation holds in itself and the capital contributions made thereby) or any other relationship as specified by Cabinet Order and excluding a relationship that occurred on any grounds specified by Cabinet Order; hereinafter the same applies in this paragraph) and that holds, in the business year containing the day on which the domestic corporation became subject to the specified controlling interest (hereinafter such day is referred to as the "date of control" in this paragraph and item (i) of the following paragraph, and such business year is referred to as a "business year under specified controlling interest" in this paragraph), the net operating loss that arose in each business year prior to the business year under specified controlling interest (such net operating loss includes the amount which was deemed to be the net operating loss of the domestic corporation under paragraph (2) of the preceding Article and is limited to the amount to which the provisions of paragraph (1) of that Article apply; hereinafter the same applies in this Article) or assets with a valuation loss (meaning assets held by the domestic corporation as of the first day of the business year under specified controlling interest which are specified by Cabinet Order as those whose value as of that day does not reach their book value) (hereinafter such domestic corporation is referred to as a "corporation showing a loss, etc." in this Article) falls under any of the following circumstances, up to the day preceding the day on which five years have elapsed from the date of control (in the case where the corporation showing a loss, etc. falls under the case specified by Cabinet Order as a case where it has ceased to be subject to the specified controlling interest, a release from an obligation as specified by Cabinet Order or other acts (referred to as a "release from an obligation, etc." in item (iii)) have been made for obligations of the corporation showing a loss, etc., or any other events as specified by Cabinet Order have occurred, up to the day on which those events occurred), the provisions of paragraph (1) of the preceding Article do not apply to the net operating loss that arose in each business year prior to the business year containing the day on which the corporation showing a loss, etc. came to fall under any of the following circumstances (in the case where the corporation showing a loss, etc. falls under the circumstances listed in item (iv) (limited to the part pertaining to the qualified merger prescribed in that item), the day preceding the date of the qualified merger; such day is referred to as the "relevant day" in the following paragraph and paragraph (3)) (hereinafter such business year is referred to as the "applicable business year" in this Article) in each business year on or after the applicable business year:
内国法人で他の者との間に当該他の者による特定支配関係（当該他の者が当該内国法人の発行済株式又は出資（自己が有する自己の株式又は出資を除く。）の総数又は総額の百分の五十を超える数又は金額の株式又は出資を直接又は間接に保有する関係その他の政令で定める関係をいい、政令で定める事由によつて生じたものを除く。以下この項において同じ。）を有することとなつたもののうち、当該特定支配関係を有することとなつた日（以下この項及び次項第一号において「支配日」という。）の属する事業年度（以下この項において「特定支配事業年度」という。）において当該特定支配事業年度前の各事業年度において生じた欠損金額（前条第二項の規定により当該内国法人の欠損金額とみなされたものを含むものとし、同条第一項の規定の適用があるものに限る。以下この条において同じ。）又は評価損資産（当該内国法人が当該特定支配事業年度開始の日において有する資産のうち同日における価額がその帳簿価額に満たないものとして政令で定めるものをいう。）を有するもの（以下この条において「欠損等法人」という。）が、当該支配日以後五年を経過した日の前日まで（当該特定支配関係を有しなくなつた場合として政令で定める場合に該当したこと、当該欠損等法人の債務につき政令で定める債務の免除その他の行為（第三号において「債務免除等」という。）があつたことその他政令で定める事実が生じた場合には、これらの事実が生じた日まで）に次に掲げる事由に該当する場合には、その該当することとなつた日（第四号に掲げる事由（同号に規定する適格合併に係る部分に限る。）に該当する場合にあつては、当該適格合併の日の前日。次項及び第三項において「該当日」という。）の属する事業年度（以下この条において「適用事業年度」という。）以後の各事業年度においては、当該適用事業年度前の各事業年度において生じた欠損金額については、前条第一項の規定は、適用しない。
in the case where a corporation showing a loss, etc. had not conducted any business immediately prior to the date of control (including the case where it had been in liquidation), and it starts a business on or after the date of control (including the circumstances that the corporation showing a loss, etc. in liquidation continues its business);
in the case where a corporation showing a loss, etc. has abolished or is expected to abolish the whole of the business it had conducted immediately prior to the date of control (hereinafter referred to as the "former business" in this paragraph) on or after the date of control, and it accepts monies or other assets by borrowing funds or capital contributions that exceed approximately five times the size of business (meaning the amount of sales, the revenue, or any other size of business as specified by Cabinet Order, in accordance with the type of business; the same applies in the following item and item (v)) of the former business as of immediately prior to the date of control (including the acceptance of assets as a result of a merger or company split; referred to as the "borrowing of funds, etc." in the following item);
in the case where a second person or a person who has a relationship as specified by Cabinet Order with the second person (hereinafter referred to as a "related person" in this item) has acquired claims against a corporation showing a loss, etc. specified by Cabinet Order (hereinafter referred to as "specified claims" in this item) from a person other than the second person or related person (including the case where they have acquired specified claims prior to the date of control and excluding the case where a release from an obligation, etc. is expected to be made with regard to the specified claims on or after the date of control and any other case as specified by Cabinet Order; referred to as the "case where specified claims have been acquired" in the following item), and the corporation showing a loss, etc. carries out borrowing of funds, etc. that exceeds approximately five times the size of business of the former business as of immediately prior to the date of control;
in the case prescribed in item (i) or (ii) or in the case where specified claims have been acquired as set forth in the preceding item, the corporation showing a loss, etc. effects a qualified merger with itself as the acquired corporation, or the residual assets of the corporation showing a loss, etc. (limited to one with which another domestic corporation has a full controlling interest held by that other domestic corporation) are determined;
in the case where a corporation showing a loss, etc. has become subject to the specified controlling interest and, as a result, all its members who serve as officers as of immediately prior to the date of control (limited to the president and other officers specified by Cabinet Order) have resigned (or have ceased to execute the business) and approximately 20 percent or more of the total number of employees who had been engaged in the business of the corporation showing a loss, etc. immediately prior to the date of control (hereinafter referred to as "former employees" in this item) have ceased to be employees of the corporation showing a loss, etc., the size of business of the non-engaged business of the corporation showing a loss, etc. (meaning the business that the former employees, in effect, cease to be engaged in on or after the date of control) exceeds approximately five times the size of business of the former business as of immediately prior to the date of control (excluding the case specified by Cabinet Order); and
当該欠損等法人が当該特定支配関係を有することとなつたことに基因して、当該欠損等法人の当該支配日の直前の役員（社長その他政令で定めるものに限る。）の全てが退任（業務を執行しないものとなることを含む。）をし、かつ、当該支配日の直前において当該欠損等法人の業務に従事する使用人（以下この号において「旧使用人」という。）の総数のおおむね百分の二十以上に相当する数の者が当該欠損等法人の使用人でなくなつた場合において、当該欠損等法人の非従事事業（当該旧使用人が当該支配日以後その業務に実質的に従事しない事業をいう。）の事業規模が旧事業の当該支配日の直前における事業規模のおおむね五倍を超えることとなること（政令で定める場合を除く。）。
any of the circumstances specified by Cabinet Order as being similar to those listed in the preceding items.
前各号に掲げる事由に類するものとして政令で定める事由
In the case where a merger, company split, capital contribution in kind or distribution in kind prescribed in Article 2, item (xii)-5-2 (Definitions) is effected between a corporation showing a loss, etc. and another corporation on or after the relevant day of the corporation showing a loss, etc., the provisions specified in the following items do not apply to the net operating loss listed in the respective items:
欠損等法人と他の法人との間で当該欠損等法人の該当日以後に合併、分割、現物出資又は第二条第十二号の五の二（定義）に規定する現物分配が行われる場合には、次の各号に掲げる欠損金額については、当該各号に定める規定は、適用しない。
in the case where a qualified merger with a corporation showing a loss, etc. as the acquiring corporation is effected, the net operating loss that arose in each business year on or before the business year containing the day preceding the date of the qualified merger of the acquired corporation involved in the qualified merger (in the case where the qualified merger is to be effected after the day on which three years have elapsed from the first day of the applicable business year of the corporation showing a loss, etc. (in the case where the day on which three years have elapsed falls after the day on which five years have elapsed from the date of control, the day on which five years have elapsed; referred to as the "day on which three years have elapsed" in the following paragraph), limited to the portion of the net operating loss which arose in a business year starting prior to the first day of the applicable business year): paragraphs (2) and (3) of the preceding Article; or
in the case where a qualified organizational restructuring, etc. prescribed in paragraph (4) of the preceding Article with a corporation showing a loss, etc. as an acquiring corporation, succeeding corporation in a company split, corporation receiving a capital contribution in kind or corporation receiving a distribution in kind is effected, the net operating loss that arose in each business year prior to the applicable business year of the corporation showing a loss, etc.: paragraph (4) of the preceding Article.
In the case where the residual assets of a domestic corporation that has a full controlling interest prescribed in paragraph (2) of the preceding Article with a corporation showing a loss, etc. and of which the corporation showing a loss, etc. holds the whole or a part of the issued shares or capital contributions are determined on or after the relevant day of the corporation showing a loss, etc., the provisions of that paragraph and paragraph (3) of that Article do not apply, with regard to the corporation showing a loss, etc., to the net operating loss that arose in each business year on or before the business year of the domestic corporation containing the date of determination of residual assets (in the case where the date of determination of residual assets is on or after the day on which three years have elapsed for the corporation showing a loss, etc., limited to the portion of the net operating loss which arose in a business year starting prior to the first day of the applicable business year of the corporation showing a loss, etc.).
In the case where a qualified merger with a domestic corporation as the acquiring corporation is effected between the domestic corporation and a corporation showing a loss, etc., or in the case where the residual assets of a corporation showing a loss, etc. that is another domestic corporation having a full controlling interest prescribed in paragraph (2) of the preceding Article with a domestic corporation are determined, the provisions of that paragraph and paragraph (3) of that Article do not apply to the net operating loss that arose in each business year prior to the applicable business year of that corporation showing a loss, etc.
Necessary matters concerning the application of the provisions of the preceding paragraphs are specified by Cabinet Order.
前各項の規定の適用に関し必要な事項は、政令で定める。