Absorption-Type Split Agreement

With regard to registered general associations or registered foundations, the only industrial restructurings that can be implemented are absorption mergers and mergers of companies. In the event of mergers of general groups or entities, a Generalincorporated Association or General Incorporated Foundation is the only entity that, after the merger, can become the surviving company or the newly created company. The same is true for integrated associations and foundations integrated into the public. In addition, in not-for-profit capital firms, only absorption and business creation merger organizations are available. The Companies Act requires a commercial registration with the relevant legal office after the transformation, merger and division of the companies. The submission of an extraordinary report is necessary when a company subject to an ongoing disclosure obligation participates in corporate restructuring and exceeds certain thresholds. The Anti-Monopoly Act requires companies that merge, split companies, exchange shares or transfer shares jointly to submit prior notification to the Japan Fair Trade Commission when such corporate restructuring exceeds certain thresholds. For example, if a company with a turnover of more than $20 billion in Japan merges with a company with a turnover of more than $5 billion in Japan, prior notification by merging companies is required and, in general, a 30-day waiting period may apply. Under the Corporations Act, there is no particular difference between whether assets or divested businesses are a common business, except for the demerger (see question 11). However, under tax legislation, the surviving company or the newly created corporation may realize and recognize the value of the surviving company or the newly created company, when assets or businesses of a business are transferred through a restructuring of an unskilled business by tax, by the surviving or newly created company. In these cases, the amount of the value is depreciated by these companies under the tax legislation. The first issue to consider is the amendment to facilitate certain business splits. When the split company divides a corporation and distributes to its shareholders shares of the company or subsequent corporation that is assigned to the company or the subsequent corporation, the property tax rule applies at the same time as the split company is subject to corporation tax on capital income or the loss of assets or liabilities transferred to the subsequent company or to the later divested company.

, and the shareholders of the split company are subject to the imposition of the dividend and dividend resulting from the distribution and capital gain. However, the tax law has been amended to exempt the split company and its shareholders from such taxation when certain conditions are met. A merger is a corporate restructuring that makes two or more companies a business. When an existing entity becomes a surviving entity, the merger is called absorption merger and the other companies that merge are dissolved.

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