Article 25-2Cases Where a Newly Founded Corporation Is Controlled

一where that other person holds shares or equity in a number or amount exceeding 50/100 of the total number or total amount of the issued shares or equity (excluding its own shares or equity that it holds; hereinafter in the following item referred to as "issued shares, etc.") of the newly founded corporation prescribed in Article 12-3, paragraph (1) of the Act (hereinafter in this paragraph and Article 25-4, paragraph (3) referred to as the "newly founded corporation");

二where that other person and the persons set out below (excluding, where the newly founded corporation falls under a corporation set out in (b) through (d) below, that newly founded corporation) hold shares or equity in a number or amount exceeding 50/100 of the total number or total amount of the issued shares, etc. of the newly founded corporation:

イa relative, etc. of that other person;

ロin the case where that other person (including, where that other person is an individual, the relatives, etc. of that other person set out in (a); the same applies hereinafter in this item) completely controls another corporation, that other corporation;

ハin the case where that other person and a corporation having the relationship prescribed in (b) with that other person completely control another corporation, that other corporation;

ニin the case where that other person and corporations having the relationships prescribed in (b) and (c) with that other person completely control another corporation, that other corporation;

三where that other person and persons having a relationship prescribed in (a) through (d) of the preceding item with that other person hold a number exceeding 50/100 of the total number (excluding the number of those voting rights held by shareholders, etc. (meaning shareholders, or members of general partnership companies, limited partnership companies or limited liability companies, or other investors in a corporation; the same applies in the following item and paragraphs (3) and (4)) who cannot exercise those voting rights) of any of the following voting rights of the newly founded corporation:

イvoting rights relating to a resolution on the transfer of the whole or a material part of the business, dissolution, continuation, merger, company split, share exchange, share transfer, or contribution in kind;

ロvoting rights relating to a resolution on the appointment and dismissal of officers (meaning officers prescribed in Article 2, item (xv) (Definitions) of the Corporation Tax Act; the same applies hereinafter in this item);

ハvoting rights relating to a resolution on matters concerning remuneration, bonuses, and other financial benefits that a corporation provides as consideration for the performance of duties by officers;

ニvoting rights relating to a resolution on a distribution of surplus or a distribution of profits;

四where that other person and persons having a relationship prescribed in item (ii), (a) through (d) with that other person account for a number exceeding half of the total number of shareholders, etc. of the newly founded corporation (limited to members of general partnership companies, limited partnership companies or limited liability companies (where that newly founded corporation has designated the members who execute the business, the members who execute the business)).

一a relative of that other person;

二a person who has not submitted a notification of marriage with that other person but is in circumstances equivalent to a marital relationship in fact;

三an employee of that other person (limited to where that other person is an individual; the same applies in the following item);

四a person other than the persons set out in the preceding three items who maintains a livelihood through money or other assets received from that other person;

五a relative of the persons set out in the preceding three items who shares a livelihood with those persons.

一where it holds all of the issued shares or equity of the other corporation (excluding its own shares or equity that the other corporation holds);

二where it holds all of the total number (excluding the number of those voting rights held by shareholders, etc. who cannot exercise those voting rights) of any of the voting rights set out in paragraph (1), item (iii), (a) through (d) of the other corporation;

三where it accounts for all of the shareholders, etc. of the other corporation (limited to members of general partnership companies, limited partnership companies or limited liability companies (where that other corporation has designated the members who execute the business, the members who execute the business)).