8/11/2021

25. "Special Relationship" for Family Company Purposes 株主等と特殊の関係のある法人

「株主等と特殊の関係のある法人」を英語にしてみました(法人税法第2条第10号)。
"Special relationship" for the purposes of "family companies" under Japanese Corporate Tax Law ("CTL") Article 2, item 10 is defined as follows in CTL Enforcement Order Article 4. For more about Japanese tax, click HERE:

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A shareholder of a company has "special relationship" for the purposes of a family company under CTL Article 2, item 10 with another company if any of the following applies: 

1. The shareholder controls* another company ("first tier subsidiary").
2. The shareholder and the first tier subsidiary control another company ("second tier subsidiary"). 
3. The shareholder, the first tier subsidiary, and the second tier subsidiary control another company. 

* The term "control" above means any of the following: 
1. Own more than 50% of the number/amount of total outstanding shares or contributed capital. 
2. Own more than 50% of the total number of the voting rights listed below (excluding those owned by shareholders who cannot exercise the rights) of the company. 

A. Voting rights related to decisions on the transfer, dissolution, continuation, merger, or spin-off of, or share-for-share exchange, share transfer, or contribution in kind related to, all or important part of the business  
B. Voting rights related to decisions on the appointment or dismissal of directors
C. Voting rights related to decisions on benefits provided by the company as consideration for the execution of duties, such as directors' compensation or bonuses  
D. Voting rights related to decisions on the distribution of profits

3. In the case of the following three types of companies, account for more than 50% of total number of partners (or managing partners if the company appoints such partners) of the company:

  • Gomei Kaisha - a company which is similar to a general partnership
  • Goshi Kaisha - a company which is similar to a limited partnership
  • Godo Kaisha - a company which is similar to an LLC, often referred to as "GK"
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Qualified Invoice System in Japan

An outline of a qualified invoice system to be implemented on October 1, 2023 is as shown below. (Source: National Tax Agency )