Article 23-2Exclusion of Dividends Received from Foreign Subsidiaries from Gross Profits
第二十三条の二(外国子会社から受ける配当等の益金不算入)
In the case where there is the amount listed in paragraph (1), item (i) of the preceding Article that a domestic corporation receives from a foreign subsidiary (meaning a foreign corporation that satisfies the requirements specified by Cabinet Order, such as the requirement that the number or amount of its shares or capital contributions held by the domestic corporation is equivalent to 25 percent or more of the total number or total amount of its issued shares or capital contributions (excluding the shares that it holds in itself and the capital contributions made thereby); the same applies hereinafter in this Article) (hereinafter referred to as the "amount of dividend of surplus, etc." in this Article), the amount obtained by deducting from the amount of dividend of surplus, etc. the amount calculated as specified by Cabinet Order as the amount equivalent to the amount of expenses pertaining to the amount of dividend of surplus, etc. is excluded from gross profits, when calculating the amount of income of the domestic corporation for each business year.
The provisions of the preceding paragraph do not apply to the following amounts of dividend of surplus, etc.:
the amount of dividend of surplus, etc. that a domestic corporation receives from a foreign subsidiary, in the case where all or part of the amount of dividend of surplus, etc. falls under the amount of dividend of surplus, etc. that is to be included in deductible expenses, when calculating the amount of income of the foreign subsidiary, under the laws and regulations of the country or region where the head office or principal office of the foreign subsidiary is located;
in the case where a domestic corporation has acquired (including acquisition by succession through a qualified merger or qualified company split by split-off) shares or capital contributions that are the principal of the amount of dividend of surplus, etc. that it receives from a foreign subsidiary (limited to an amount deemed to be the amount of dividend of surplus, etc. that the domestic corporation receives pursuant to the provisions of paragraph (1) of the following Article (limited to the part pertaining to item (v)); hereinafter the same applies in this item), for which the grounds listed in item (v) of that paragraph that give rise to the amount of dividend of surplus, etc. are scheduled to arise, the amount of dividend of surplus, etc. pertaining to the shares or capital contributions so acquired (limited to the amount specified by Cabinet Order as arising from the scheduled grounds).
In the case where the amount of dividend of surplus, etc. that a domestic corporation receives from a foreign subsidiary is an amount part of which has been included in deductible expenses, when calculating the amount of income of the foreign subsidiary, notwithstanding the provisions of the preceding paragraph (limited to the part pertaining to item (i)), the amount specified by Cabinet Order as the amount of the portion of the amount of dividend of surplus, etc. received that has been included in deductible expenses (referred to as the "amount of dividends received corresponding to deductible expenses" in the following paragraph and paragraph (7)) may be treated as the amount of dividend of surplus, etc. listed in that item.
In the case where the provisions of the preceding paragraph have been applied to the amount of dividend of surplus, etc. that a domestic corporation received from a foreign subsidiary, if the amount of dividends received corresponding to deductible expenses is increased in each business year after the business year containing the date on which the corporation received the amount of dividend of surplus, etc., the amount of dividend of surplus, etc. listed in paragraph (2), item (i) is, notwithstanding the provisions of that paragraph (limited to the part pertaining to that item) and the preceding paragraph, to be the amount specified by Cabinet Order as the amount of dividends received corresponding to deductible expenses after the increase.
The provisions of paragraph (1) apply only in the case where a Final Return, amended return, or written request for reassessment comes with the attachment of documents stating the amount of dividend of surplus, etc. that is to be excluded from gross profits and a detailed statement concerning the calculation thereof, and the documents specified by Ministry of Finance Order are retained. In this case, the amount to be excluded from gross profits pursuant to the provisions of that paragraph does not exceed such recorded amount.
Even in the case where the documents specified by Ministry of Finance Order prescribed in the preceding paragraph have not been retained for all or part of the amount to be excluded from gross profits pursuant to the provisions of paragraph (1), the district director may apply the provisions of paragraph (1) to the amount for which the documents were not retained, when they find any unavoidable circumstances for the failure to retain the documents.
The provisions of paragraph (3) apply only in the case where the Final Return, amended return, or written request for reassessment for the business year containing the date on which the amount of dividend of surplus, etc. referred to in that paragraph is received comes with the attachment of documents stating that the application of the provisions of that paragraph is sought, and stating the amount of dividends received corresponding to deductible expenses and a detailed statement concerning the calculation thereof, and the documents specified by Ministry of Finance Order, such as documents that clarify the amount of dividend of surplus, etc. included in deductible expenses when calculating the amount of income of the foreign subsidiary, are retained.
Necessary matters concerning the application of the provisions of paragraph (1) and the provisions of paragraphs (1) through (4) in the case where shares of or capital contributions to a foreign corporation have been transferred as a result of a qualified merger, qualified company split, qualified capital contribution in kind, or qualified in-kind distribution are specified by Cabinet Order.
Article 24The Amount Deemed to Be Dividends
第二十四条(配当等の額とみなす金額)
In the case where a domestic corporation that is a shareholder, etc. of a corporation (excluding public interest corporations, etc. and associations or foundations without juridical personality; hereinafter the same applies in this Article) has received a delivery of monies or other assets on any of the following grounds concerning the corporation, when the sum of the amount of the monies and the value of the assets other than monies (for assets pertaining to a qualified in-kind distribution, the amount equivalent to the book value of the assets of the corporation as of immediately prior to the delivery) exceeds the portion of the corporation's amount of stated capital, etc. that corresponds to the corporation's shares or capital contributions that were basic causes of the delivery, with regard to the application of the provisions of this Act, the amount of the excess is deemed to be the amount listed in Article 23, paragraph (1), item (i) or item (ii) (Exclusion of Dividends Received from Gross Profits):
merger (excluding a qualified merger);
合併(適格合併を除く。)
company split by split-off (excluding a qualified company split by split-off);
share distribution (excluding a qualified share distribution);
return of the capital (meaning a dividend of surplus (limited to a dividend of surplus resulting from a decrease in capital surplus) on grounds other than that of a company split by split-off and other than a share distribution, and a distribution that reduces contributions) or the distribution of residual assets due to a dissolution;
acquisition of its own shares or capital contributions (excluding an acquisition as a result of a purchase on a market opened by a financial instruments exchange as prescribed in Article 2, paragraph (16) (Definitions) of the Financial Instruments and Exchange Act, other types of acquisition as specified by Cabinet Order, and the acquisition of shares or capital contributions listed in Article 61-2, paragraph (14), items (i) through (iii) (Inclusion of Capital Gains or Losses on Securities in Gross Profits or Deductible Expenses) in the case falling under the case prescribed in the paragraph);
自己の株式又は出資の取得(金融商品取引法第二条第十六項(定義)に規定する金融商品取引所の開設する市場における購入による取得その他の政令で定める取得及び第六十一条の二第十四項第一号から第三号まで(有価証券の譲渡益又は譲渡損の益金又は損金算入)に掲げる株式又は出資の同項に規定する場合に該当する場合における取得を除く。)
cancellation of capital contributions (excluding a cancellation with regard to acquired capital contributions), refund of capital contributions, refund of equity due to the withdrawal of a member or any other contributor from the corporation, or extinguishment of shares or capital contributions by the issuing corporation without having acquired them; and
出資の消却(取得した出資について行うものを除く。)、出資の払戻し、社員その他法人の出資者の退社又は脱退による持分の払戻しその他株式又は出資をその発行した法人が取得することなく消滅させること。
entity conversion (limited to an entity conversion accompanying the delivery of assets other than shares of or capital contributions to the corporation that has effected the entity conversion).
組織変更(当該組織変更に際して当該組織変更をした法人の株式又は出資以外の資産を交付したものに限る。)
Even in the case where an acquiring corporation had not delivered shares or other assets as a result of the merger for tie-in shares (meaning the acquired corporation's shares (including capital contributions; hereinafter the same applies in this paragraph and the following paragraph) that the acquiring corporation held as of immediately prior to the merger, or shares of a second acquired corporation that the first acquired corporation held as of immediately prior to the merger), the provisions of the preceding paragraph apply by deeming that the acquiring corporation has received the delivery of the shares or other assets, as specified by Cabinet Order.
Even in the case where an acquiring corporation or a splitting corporation has not delivered shares or other assets to the shareholders, etc. of the acquired corporation or the splitting corporation's shareholders, etc. as a result of a merger or company split by split-off, if the merger or company split by split-off falls under a merger or company split by split-off specified by Cabinet Order as one in which the delivery of shares of the acquiring corporation or succeeding corporation in a company split is found to have been omitted, the provisions of paragraph (1) apply by deeming that these shareholders, etc. have received the delivery of shares of the acquiring corporation or succeeding corporation in a company split, as specified by Cabinet Order.
Necessary matters concerning the method of calculating the amount of the portion corresponding to the shares or capital contributions prescribed in paragraph (1) and the application of the provisions of the preceding three paragraphs are specified by Cabinet Order.
Division 2 Asset Valuation Gain
第二目 資産の評価益
第二十五条
In the case where a domestic corporation has revaluated its assets to increase their book value, the amount of the increase is excluded from gross profits, when calculating the amount of income of the domestic corporation for each business year.
In the case where, as an order on the confirmation of a reorganization plan has been rendered with regard to its assets, a domestic corporation has revaluated its assets in accordance with the provisions of the Corporate Reorganization Act (Act No. 154 of 2002) or the Act on Special Measures for the Reorganization Proceedings of Financial Institutions (Act No. 95 of 1996) or has revaluated its assets otherwise as specified by Cabinet Order to increase their book value, the amount of the increase is included in gross profits, when calculating the amount of income for the business year containing the date of the revaluation, notwithstanding the provisions of the preceding paragraph.
In the case where an order on the confirmation of a rehabilitation plan has been rendered for a domestic corporation or any equivalent event as specified by Cabinet Order has occurred, when the domestic corporation evaluates the value of its assets as specified by Cabinet Order, the amount specified by Cabinet Order as a valuation gain on the assets (excluding those specified by Cabinet Order as unsuitable for recording a valuation gain) is included in gross profits, when calculating the amount of income for the business year containing the date of any of such events, notwithstanding the provisions of paragraph (1).
In the case where the domestic corporations referred to in the preceding two paragraphs are group tax sharing corporations, the provisions of the preceding two paragraphs do not apply to shares of or capital contributions to another group tax sharing corporation (excluding a corporation specified by Cabinet Order as a corporation not subject to the provisions of Article 64-5 (Aggregation of Profits and Losses) and the group tax sharing parent corporation) held by those domestic corporations.
In the case where the provisions of paragraph (1) were applied, with regard to the assets whose increased value due to revaluation was not included in gross profits, it is deemed that the book value of the assets has not increased, when calculating the amount of income for each business year after the business year containing the date of the revaluation.
The provisions of paragraph (3) apply only in the case where a Final Return contains a detailed statement concerning the inclusion in gross profits of the amount specified by Cabinet Order as the amount of the valuation gain prescribed in the paragraph (referred to as a "statement of valuation gain" in the following paragraph) and is attached with documents specified by Ministry of Finance Order (referred to as "documents related to valuation gain" in the following paragraph) (when, with regard to the assets prescribed in Article 33, paragraph (4) (Valuation Loss on Assets), there is any amount specified by Cabinet Order as the amount of valuation loss prescribed in the paragraph (such case is referred to as the "case where there is a valuation loss" in the following paragraph), only in the case where a Final Return contains the statement of valuation loss prescribed in paragraph (7) of the Article (referred to as a "statement of valuation loss" in the following paragraph) and the documents related to valuation loss prescribed in paragraph (7) of the Article (referred to as "documents related to valuation loss" in the following paragraph)).
Even in the case where a tax return has been filed without a detailed statement of the valuation gain (in the case where there is any valuation loss, without a detailed statement of the valuation gain or a detailed statement of the valuation loss) or without valuation gain-related documents (in the case where there is any valuation loss, without valuation gain-related documents or valuation loss-related documents), the district director of the tax office may apply the provisions of paragraph (3), when they find any unavoidable grounds for the person's failure to make entries of such a statement or to attach such documents.
Beyond what is provided for in the preceding three paragraphs, necessary matters concerning the application of the provisions of paragraphs (1) through (4) are specified by Cabinet Order.
前三項に定めるもののほか、第一項から第四項までの規定の適用に関し必要な事項は、政令で定める。