Taxation in Japan 201410
Taxation in Japan 201410
Taxation in Japan 201410
in Japan 2014
i
1.6.2 Special Rules for Land Acquired in 2009 and 2010 ............... 17
ii
1.10 Revenue to be excluded from Taxable Income ............... 40
1.10.1 Dividends Received from Japanese Companies ................... 40
1.10.2 Revaluation Gain on Assets................................................... 40
1.10.3 Refunds of Corporate Tax, etc. ............................................. 40
iii
1.14 Tax Consolidation ........................................................... 57
1.14.1 Tax Consolidated Group ........................................................ 57
1.14.2 Tax Consolidation Rules ........................................................ 58
iv
3.1 Introduction .................................................................... 76
v
3.7.4 Credit for Donations .............................................................. 99
vi
4.4.1 Safe Harbor of Debt-Equity Ratio ........................................ 115
4.4.2 Definitions of Keywords ...................................................... 115
4.4.3 Amount to be Disallowed .................................................... 117
4.4.4 Miscellaneous ..................................................................... 118
vii
4.8 Taxation of Foreign Companies and Individuals / Tax
Treaties ........................................................................ 134
4.8.1 Tax Treaties ......................................................................... 135
4.8.2 Dividends, Interest and Royalties ........................................ 138
4.8.3 Real Estate .......................................................................... 141
4.8.4 Shares in a Real Estate Holding Company .......................... 141
4.8.5 Shares in a Japanese Company .......................................... 144
viii
6.3 Fixed Assets Tax and City Planning Tax........................ 159
ix
1 Taxation of Companies
1.1 Introduction
The relevant tax rates and details of the respective taxes are
discussed later in this chapter.
1.2.1 Residence
1
income. Tax deductible provisions and reserves, the limitation of
certain allowable expenses such as entertainment expenses and
donations, and the corporate income tax rates are the same for both
a branch and a Japanese company.
2
(1) Fixed Place PE
(2) Construction PE
(3) Agent PE
3
order-fulfilling agent (a person habitually maintaining in Japan a
stock of goods or merchandise from which it regularly fills orders
and delivers goods or merchandise on behalf of the foreign
company)
***
If the country of residence of a foreign company has concluded a
tax treaty with Japan, the definition of a PE in the treaty generally
overrides that under Japanese domestic tax laws. In the typical PE
provision of tax treaties with Japan, neither an order-fulfilling agent
nor an order-securing agent is explicitly described.
4
1.3 Tax Rates
(1)
A small and medium-sized company is a company whose paid-in
capital is JPY100 million or less, except for either of the
following cases:
where 100 percent of the shares of the company are directly
or indirectly held by one large sized company (a company
whose paid-in capital is JPY500 million or more).
where 100 percent of the shares of the company are directly
or indirectly held by two or more large sized companies in a
100 Percent Group defined in 1.13.1.
(2)
15 percent is applied to fiscal years beginning between 1 April
2012 and 31 March 2015.
5
1.3.2 Business Tax
6
Only the highest rate is applicable where a company has offices in
at least three different prefectures and capital of at least JPY10
million.
Standard Max.
Tax base
rate rate
Labour costs
Added +) Net interest payment
value +) Net rent payment 0.48% 0.576%
component +) Income/loss for current
year
Capital Capital plus capital surplus for
0.2% 0.24%
component tax purposes
7
(2) Companies with Paid in Capital of JPY100 million or less
(other than companies indicated in (3))
8
Size-based business tax
Not applicable.
Not applicable.
9
1.3.3 Prefectural and Municipal Inhabitant Taxes
10
[For fiscal years beginning on or after 1 October 2014]
11
If a Japanese company is directly or indirectly controlled by one
shareholder and related persons of the shareholder, the company is
a Controlled Company. For the purposes of this rule, if one
shareholder and its related persons hold more than 50 percent of
the total outstanding shares or more than 50 percent of the voting
rights of another company, the company is treated as controlled by
the shareholder and its related persons. Related persons are (i) the
shareholders family relatives, (ii) a company controlled by the
shareholder and (iii) a company commonly controlled by a person
which controls the shareholder.
12
1.3.5 Effective Statutory Corporate Income Tax Rate
Effective tax
38.01% 35.64% 35.64%
rate(2)
13
(1)
In addition, such a company is subject to size-based business tax
which increases the overall effective statutory tax rate.
(2)
The effective tax rate is calculated after taking into account the
tax deductible nature of business tax and special local
corporation tax payments.
14
domestic tax laws, whether or not such income is attributable to
the PE.
15
Profits/losses derived from internal dealings will be recognized at
an arms length price. (Note that internal interest for non-financial
institutions and internal royalties on intangibles will not be
recognized if a tax treaty including a provision equivalent to the
pre-amended Article 7(2) is applied.)
Capital gains from the sale of land, securities, etc. are subject to
normal corporate income taxes in the same manner as ordinary
trading income regardless of holding period.
16
government subsidies
insurance loss payments
exchange of properties
acquisition of replacement property which is located in specific
districts or falls under specific categories
In addition to the above, there are two special rules for land
acquired in 2009 and 2010, which were introduced in the 2009 tax
reform:
The above two special rules for land acquired in 2009 and 2010 also
apply to individual taxpayers (See 3.2.2).
17
1.7 Treatment of Excess Tax Losses
(A) (B)
Companies Small and medium-sized Companies other than
companies(1) /TMKs(2) (A)
Maximum Total amount of taxable
80% of taxable income
deductible income
for the fiscal year
amount for the fiscal year
(1)
A small and medium-sized company for the purpose of this rule
is the same as that defined in 1.3.1.
(2)
TMKs include tax qualifying Tokutei Mokuteki Kaisha (TMKs) and
Toushi Houjin (THs), etc.
18
first fiscal year) to ensure tax losses are not extinguished.
The Japanese Corporation Tax Law also provides for a tax loss
carry-back system at the option of the taxpayer company. This tax
loss carry-back system, under which a company suffering a tax loss
can get a refund of the previous years corporation tax by offsetting
the loss against the income for the previous year, has been
suspended since 1 April 1992 except for certain limited
circumstances, including the following:
(i) (a) When a company was a dormant company just before the
ownership change, (b) the company starts its business after the
ownership change.
(ii) (a) When a company ceased (or plans to cease) its business
carried on just before the ownership change after the ownership
change, (b) the company receives loans or capital contributions,
19
the amount of which exceeds five times the previous business
scale.
(iii) In the case of (i)(a) or (ii)(a), (b) the company is merged into
another company under a tax-qualified merger.
20
1.8.2 Valuation of Marketable and Investment Securities
The acquisition cost of securities is the total of the price paid and
incidental expenses in the case of acquisition by purchase or by
subscription. However, where shares are subscribed for at a value
below market price (except where such subscription is made
equally by existing shareholders), generally market value is treated
as acquisition cost regardless of the price actually paid.
The allowable amount of a provision for bad debts is the total of (i)
and (ii) below:
21
(other than those falling under (i) above) based upon the actual bad
debt ratio for the 3 preceding years
By virtue of the 2011 tax reform, provisions for bad debts are
allowable only for companies categorized into (A) or (B) below for
tax purposes for fiscal years beginning on or after 1 April 2012.
Moreover, for companies categorized into (B), provision for bad
debts for tax purposes is limited to only certain receivables.
(A) (B)
Small and medium- Certain companies
sized companies which hold certain
defined in 1.3.1 monetary claims
Companies
Banks, insurance (e.g. receivables
companies and incurred in finance
similar companies lease transactions)
Receivables subject Finance lease
Monetary claims
to the provision receivables, etc.
22
For a small and medium-sized company defined in 1.3.1, as an
alternative to the formula above, standard allowable industry
specific percentages for bad debt ratios may be applied against the
companys outstanding accounts receivable. The standard
percentages are as shown below:
23
Also, a company can record a bad debt for a receivable from a
debtor in its accounting books when it becomes certain that the
debtor can not pay off the receivable considering the financial
situation and insolvency of the debtor.
24
(i) annual revision (revision made within 3 months (4 months for
insurance companies) from the beginning of the fiscal year)
(ii) extra-ordinary revision due to unavoidable reasons (e.g.
reorganization)
(iii) revision to decrease base compensation due to significant
deterioration in the companys financial situation
Fringe benefits where they are continuously provided and the value
of the benefits is generally stable on a monthly basis are also
categorized as fixed amount periodical compensation.
25
- The compensation is calculated based on parameters related to
profit, which must be reported in a Securities Report provided in
Art. 24 (1) of the Financial Instruments and Exchange Law and
the calculation method satisfies the following:
26
1.8.7 Stock Option Expenses
27
1.8.10 Donations/Contributions
If assets are sold at a lower price than the fair market value, the
difference between them is treated as a donation, which has only
limited deductibility as discussed above. Since the donee will also
be required to recognize taxable income equal to the amount of the
undervalue, this will often result in additional net taxable income
arising.
28
1.8.11 Entertainment Expenses
Deductible limit
Size of company Fiscal years Fiscal years
beginning before 1 beginning on or after
April 2014 1 April 2014
A small and JPY8 million
medium-sized or
JPY8 million
company defined in 50% of eating and
1.3.1 drinking expenses
Other than small and
50% of eating and
medium-sized Zero
drinking expenses
company
29
1.8.12 Interest Thin Capitalization Rules/Earnings
Stripping Rules
30
If a company has a forward contract on receivables and payables in
foreign currencies at the end of a fiscal year, the Yen amount fixed
under such forward contract is generally used for translation
purposes instead of the Yen amount translated at historical
exchange rates or the spot rates at the end of the fiscal year. If this
is the case, exchange gains and losses caused by application of a
forward exchange rate are generally dealt with as follows:
31
Japanese tax law contains transfer pricing provisions aimed at
preventing tax avoidance by companies through transactions with
their Related Overseas Companies (see Chapter 4). This transfer
pricing legislation is applicable not only to the sale or purchase of
goods but also to rendering of services, charging of interest and
royalties, and to any other transactions with Related Overseas
Companies that do not meet the arms-length concept; further, the
legislation obliges the taxpayer to justify the reasonableness of
transfer prices. Accordingly, arrangements between a foreign
parent or affiliates and related Japanese entities should be carefully
reviewed to determine whether such arrangements and associated
fees can be supported.
32
1.9 Tax Depreciation
33
Tangible fixed assets acquired Before 1 April 2007
Depreciation rates
Useful life Straight-line method Declining-balance method
2 0.500 0.684
3 0.333 0.536
4 0.250 0.438
5 0.200 0.369
6 0.166 0.319
7 0.142 0.280
8 0.125 0.250
9 0.111 0.226
10 0.100 0.206
Calculation
Annual depreciable amount
methods
Acquisition cost
Straight-line
x 90% (i.e. cost less 10% residual value)
method
x Depreciation rate
Declining-
Tax book value at the beginning of the fiscal year
balance
x Depreciation rate
method
(Minimum residual value: 5% of the acquisition cost)
Note that under the 2007 tax reform, assets depreciated to the
allowable limit (95 percent of acquisition cost) in a particular fiscal
year can be further depreciated down to JPY1 evenly over 5 years
starting from the following fiscal year. This rule is applicable for
fiscal years starting on or after 1 April 2007.
34
Tangible fixed assets acquired on or after 1 April 2007 but before
1 April 2012
Depreciation rates
Declining-balance method
Straight-line
method Minimum
Useful life Modified
Depreciation annual
depreciation
Depreciation rate (X) depreciation
rate (Y)
rate (A) rate (Z)
2 0.500 1.000 ----- -----
3 0.334 0.833 1.000 0.02789
4 0.250 0.625 1.000 0.05274
5 0.200 0.500 1.000 0.06249
6 0.167 0.417 0.500 0.05776
7 0.143 0.357 0.500 0.05496
8 0.125 0.313 0.334 0.05111
9 0.112 0.278 0.334 0.04731
10 0.100 0.250 0.334 0.04448
Calculation
Annual depreciable amount
methods
Straight-line
Acquisition cost x Depreciation rate (A)
method
(i) For the period where:
Tax book value at the Acquisition cost
beginning of the fiscal year > x Minimum annual
x Depreciation rate (X) depreciation rate (Z)
Tax book value at the
x Depreciation rate (X)
Declining- beginning of the fiscal year
balance (ii) For the period where:
method Tax book value at the Acquisition cost
beginning of the fiscal year < x Minimum annual
x Depreciation rate (X) depreciation rate (Z)
Tax book value at the Modified depreciation
beginning of the first fiscal x
rate (Y)
year when it falls in (ii)
(Minimum residual value: JPY1)
35
Under the declining-balance method, for the first few years (e.g. 7
years for an asset whose statutory useful life is 10 years) an asset
is depreciated using Depreciation rate (X), which is 250 percent of
the depreciation rate under the straight-line method, and for the
remaining years (e.g. the last 3 years for an asset whose statutory
useful life is 10 years) the asset is depreciated equally using
Modified depreciation rate (Y).
Depreciation rates
Declining-balance method
Straight-line
method Minimum
Useful life Modified
Depreciation annual
depreciation
Depreciation rate (X) depreciation
rate (Y)
rate (A) rate (Z)
2 0.500 1.000 ----- -----
3 0.334 0.667 1.000 0.11089
4 0.250 0.500 1.000 0.12499
5 0.200 0.400 0.500 0.10800
6 0.167 0.333 0.334 0.09911
7 0.143 0.286 0.334 0.08680
8 0.125 0.250 0.334 0.07909
9 0.112 0.222 0.250 0.07126
10 0.100 0.200 0.250 0.06552
The calculation methods for assets under this category are the
same as those acquired on or after 1 April 2007 but before 1 April
2012.
Intangible assets are amortized over statutory useful lives under the
straight-line method without a depreciable limit.
36
(3) Reports on Depreciation Methods
- the filing due date of the corporation tax return for the first fiscal
year in the case of a newly established company; and
- the filing due date of the corporation tax return for the fiscal year
in which assets of a different classification were acquired, if the
selected depreciation method for such classification has not
been selected previously (i.e. if the depreciation method for
furniture and fixtures has been selected and trucks were newly
acquired, then a report on the depreciation method for the trucks
is required).
37
If statutory useful life
Statutory useful life x 20%
< number of years elapsed (A)
If statutory useful life Statutory useful life
> number of years elapsed (A) (A) + 20% of (A)
If the amount of the deductions is less than the allowable limit for
tax purposes (known as short depreciation), the resulting tax
treatment of the depreciation allowance is an effective extension of
the useful life of the assets concerned, since the allowable charge
for each fiscal year for tax purposes is limited to the amount
recorded in the books of account.
38
1.9.2 Deferred Charges
- organization expenses
- pre-operating expenses incurred specifically in connection with
commencement of operations
- development expenses incurred specifically in connection with
application of new technology or a new operating system, or
development of resources
- expenses relating to issuance of new shares
- expenses relating to issuance of bonds
39
1.10 Revenue to be excluded from Taxable Income
40
1.11 Tax Credits
Pro-rata method
Holding period of the respective bonds/shares
Withholding
from which interest/dividend is paid
tax on interest X
Calculation period for the respective
/dividends
interest/dividend
Weighted average method
No. of bonds/shares
held at the
+ {(A) (B)} x 1/2
Withholding commencement of the
tax on interest X base period (B)
/dividends No. of bonds/shares held at the end of the
base period for interest/dividend calculation
(A)
41
1.11.2 Foreign Tax Credits
Scale of
Tax credit on total R&D expenditure
company
Small and
medium-sized Total R&D expenditure x 12%
companies(2)
Other than R&D ratio(1) is Total R&D expenditure
small and 10% or more x 10%
medium-sized R&D ratio is less Total R&D expenditure
companies than 10% x (8% + R&D ratio x 0.2)
(1)
R&D ratio
Total R&D expenditure in a fiscal year divided by the average
sales proceeds for the preceding 3 years and the current fiscal
year (Average Sales Proceeds)
(2)
A small and medium-sized company for the purpose of this rule
A company with a capital of JPY100 million or less, excluding the
following cases:
at least 50 percent of the shares are held by one large-scale
company (a company whose paid-in capital is over JPY100
million)
at least two-thirds of the shares are held by two or more
large scale companies
42
The maximum creditable amount is 20 percent of the corporation
tax liability for the fiscal year, which is increased to 30 percent of
the corporation tax liability for the fiscal years beginning from 1 April
2013 to 31 March 2015.
When R&D expenditure in the fiscal year is larger than the highest
annual R&D expenditure for the preceding 2 fiscal years, a tax credit
on incremental R&D expenditure is available to the extent of the
following amount:
(1)
Incremental R&D expenditure
R&D expenditure for Annual average of R&D expenditure
-
the fiscal year for the preceding 3 fiscal years
(2)
Incremental ratio
Incremental R&D expenditure
Annual average of R&D expenditure
for the preceding 3 fiscal years
43
(ii) Tax credit on the excess of R&D expenditure over 10 percent of
Average Sales Proceeds
44
(iii) Zero terminations
There are no terminations (there are no people who had to leave the
company due to reasons of the company) in the current year and
the preceding fiscal year.
This tax credit is applicable for all fiscal years commencing between
1 April 2011 and 31 March 2016, except for fiscal years in which the
Tax Credits for Salary Growth discussed in 1.11.5 are applied.
In order to raise the general level of personal income, tax credits for
salary growth were introduced under the 2013 tax reform and
expanded in the 2014 tax reform. If a blue-return filing company
satisfies all of the following conditions, tax credits are available to
the company:
(i) The amount of salary paid to employees in the current year was
increased by 5 percent(*) or more compared to the base year
(generally, the fiscal year preceding the first fiscal year
commencing on or after 1 April 2013).
45
(*)
Under the 2014 tax reform, it was reduced to 2 percent for
fiscal years beginning before 31 March 2015, 3 percent for
fiscal years beginning before 31 March 2016.
(ii) The amount of salary paid to employees in the current year was
not less than such amount paid in the preceding fiscal year.
(iii) The average of salary paid to employees in the current year was
not less than such average paid in the preceding fiscal year.
This tax credit is applicable for all fiscal years commencing between
1 April 2013 and 31 March 2018 unless the Tax Credits for Job
Creation discussed in 1.11.4 are applied.
46
(ii) The total acquisition cost of production facilities in the current
year was increased by more than 10 percent compared to that in
the preceding year.
47
1.12 Administrative Overview
For groups using consolidated filing (see section 1.14 below) the tax
return filing and payment due dates remain as above, however a 2-
month filing extension will generally be granted upon application.
48
less, the company is generally not required to file interim tax returns.
However, a company subject to the size-based business tax or
business tax imposed on gross revenue rather than net income is
always required to file an interim tax return with respect to business
tax regardless of the amount of the corporation tax for the
preceding fiscal year.
(i) tax for the preceding fiscal year multiplied by six and divided by
the number of months of the preceding fiscal year
(ii) tax computed on the basis of the provisional results for the first
6-month period of the present fiscal year
The tax reported on the interim returns should be paid to the tax
office and local governments within the time limit for filing interim
returns.
49
(*)
7 years for tax losses incurred in fiscal years ending before 1
April 2008
50
ownership plan or the number of shares owned by employees and
directors that were acquired through exercises of stock option plans
can be disregarded if the total number of those shares is less than 5
percent of the total number of outstanding shares.
51
1.13.3 Deferral of Capital Gains/Losses
Assets covered by this rule are fixed assets, land (if land is not
treated as a fixed asset), securities, monetary receivables and
deferred charges, excluding those whose tax book value just before
the transfer is less than JPY10 million, and securities held for
trading purposes for either the transferor company or the transferee
company.
The following table shows the main trigger events for realization of
deferred gains/losses and the amount of realized gains/losses:
52
Amount of deferred capital
gains/losses
Depreciation or amortization
amount included in
deductible expenses of the
transferee company
Depreciation or amortization of x
the asset by the transferee Acquisition cost
company (Depreciable assets of the asset
or deferred charges) Instead of the above, it is possible
for the transferor company to
realize the amount of deferred
capital gains/losses over the
useful life being applied to the
asset in the transferee company
(Simplified Method).
Losing the 100% Control
Relationship between the Amount of deferred capital
transferor company and the gains/losses
transferee company
(4) Notification
When the transferred assets are the securities held for trading
purposes by the transferee company, the transferee company
should notify the transferor company about that fact, after the
above notification without delay. Also if the transferor company
has said that it intends to use the Simplified Method for
depreciable assets/deferred charges, the transferee company
should notify the transferor company of the useful lives for such
assets, after the above notification without delay.
53
If an event to realize deferred capital gains/losses happens, the
transferee company should notify the transferor company about
that fact and the day of the event (including tax deducted
depreciation/amortization amount, if the transferor company
does not use the Simplified Method) as soon as possible after
the closing date of the fiscal year in which the event happens.
***
This rule is almost the same as the rule provided for under the
Consolidated Tax Return Filing System. This rule is applicable for
transfers of assets for companies not electing for the Consolidated
Tax Return Filing System.
1.13.4 Donations
(1) Donations
54
If a company has a 100 Percent Control Relationship with the
recipient company, the shareholder company should increase
the tax book value of the shares in the recipient company by the
amount of the receipt attributable to the direct holding ratio of
the shareholder company.
Dividends-in-kind
55
company at the time of the payment, the dividends-in-kind are
treated as tax-qualified dividends-in-kind.
56
- non tax-qualified horizontal type corporate division
- return of capital or distribution of residual assets due to
dissolution
- acquisition of shares by a company issuing the shares
- retirement of investments
- change of the corporate type of a company (when assets other
than shares in the company are distributed to shareholders)
57
1.14.2 Tax Consolidation Rules
Current year taxable profits and tax losses within a tax consolidated
group are offset for corporation tax purposes, which is the most
beneficial treatment under the Consolidated Tax Return Filing
System.
58
Upon joining an existing tax consolidated group:
Assets covered by this rule are fixed assets, land (if land is not
treated as a fixed asset), securities, monetary receivables and
deferred charges. There are some exceptions.
(4) Others
59
tax purposes. For the purposes of local taxes, each member of
the consolidated group must continue to file their own tax
returns based upon their own taxable income without offsetting
losses from elsewhere in the group. In order to mitigate the
administrative burden of the recalculation of taxable income
solely for local tax purposes, certain items of taxable income, as
calculated on a consolidated basis, can be apportioned amongst
group members as a simplified basis.
- merger
- corporate division (horizontal type and vertical type)
- contributions-in-kind
- dividends-in-kind
- Share-for-Share-Exchange (Kabushiki-Kokan) or Share-Transfer
(Kabushiki-Iten)
60
Transfer) have a 100 Percent Control Relationship.
Relationship Conditions
(1) 100% Control (a) Delivery of shares only as
Relationship consideration for transfer (no
involvement of cash or any other
assets).
(b) Expectation that the 100% Control
Relationship will remain.
(2) More than 50% (a) Delivery of shares only as
Control Relationship consideration for transfer (no
involvement of cash or any other
assets).
(b) Expectation that the More than
50% Control Relationship will
remain.
(c) Transfer of the main
assets/liabilities of the transferred
business.
(d) Expectation for the transfer and
retention of approximately 80% or
more of employees engaged in the
transferred business.
(e) Expectation that the transferee will
continue to operate the transferred
business.
(3) 50% or less (a) Same as (2)-(a),(c),(d) and (e)
relationship (b) The transferred business has a
relationship with one of the
transferees businesses.
(c) The relative business size (i.e.
sales, number of employees, etc.)
61
of the related businesses is not
considerably different (within a 1:5
ratio), or senior directors from both
sides will participate in the
management of the transferred
business.
(d) Expectation that the shares
received for the transferred
business will continue to be held.
Relationship Conditions
(1) 100% Control (a) Delivery of shares only as
Relationship consideration for transfer (no
involvement of cash or any other
62
assets) to shareholders of the
Subsidiaries.
(b) Expectation that the 100% Control
Relationship will remain.
(2) More than 50% (a) Delivery of shares only as
Control Relationship consideration for transfer (no
involvement of cash or any other
assets) to shareholders of the
Subsidiaries.
(b) Expectation that the More than
50% Control Relationship will
remain.
(c) Expectation that approximately
80% or more of the employees in
the Subsidiary will continue
working for the Subsidiary.
(d) Expectation that the Subsidiary will
continue to operate its own main
business.
(3) 50% or less (a) Same as (2)-(a),(c) and (d)
relationship (b) The main business of the
Subsidiary has a relationship with
one of the Parent Companys
businesses (the other Subsidiarys
businesses for a Share-Transfer).
(c) The relative business size (i.e.
sales, number of employees, etc.)
of the related businesses is not
considerably different (within a 1:5
ratio), or senior directors of the
Subsidiary will not resign upon the
reorganization.
(d) Expectation that the shares
received for the reorganization will
continue to be held.
(e) Expectation that 100% Control
Relationship between the Parent
Company and the Subsidiary after
the reorganization will continue.
63
Under a triangular Share-for-Share Exchange, the shares of the
parent company of the Parent Company are transferred to
shareholders of the Subsidiary instead of shares in the Parent
Company. In connection with condition (a) above, if the
shareholders of the Subsidiary receive solely shares in the parent
company of the Parent Company in a triangular Share-for-Share
Exchange, condition (a) is satisfied provided that the parent
company directly holds 100 percent of the shares of the Parent
Company.
(3) Dividends-in-Kind
Relationship Conditions
(1) 100% Control (a) 5 year control relationship
Relationship requirements
(2) More than 50% or
Control Relationship (b) Joint business operations
requirements
64
(3) 50% or less No conditions (therefore, no restriction)
relationship
- 5 years before the first day of the fiscal year including the
merger date
- establishment day of the surviving company
- establishment day of the merged company
If the following conditions ((i) to (iv) or (i) and (v)) are satisfied, this
requirement should be passed:
(ii) The relative business size (i.e. sales, number of employees, etc.)
of the related businesses does not exceed around 1 to 5.
(iii) The relative business size of the merged company at the time
when the More than 50 Percent Control Relationship was
formed and the size at the time of the merger does not exceed
around 1 to 2.
(iv) The relative business size of the surviving company at the time
when the More than 50 Percent Control Relationship was
formed and the size at the time of the merger does not exceed
around 1 to 2.
(v) One or more senior directors of both the merged company and
the surviving company become senior directors of the surviving
company after the merger.
65
When a Japanese company under liquidation procedures
determines the amount of its residual assets, if the shareholders of
the company are Japanese companies having a 100 Percent Control
Relationship, tax losses incurred by the liquidating company are
transferred to the shareholders provided that the 5 year control
relationship requirement is satisfied.
66
transferee company, the realization of capital gains/losses may not
be deferred, unless the PE has the custody in the shares as
property related to its Japanese business. Note that even if the
deferral is not available, if the capital gains are not Japanese source
income or if tax treaty protection is available, the capital gains will
not be taxed in Japan.
67
2 Taxation of Partnerships
In Japan, a partnership (Kumiai) is not recognized as a separate
taxable entity and the partners (Kumiai-In) are liable for Japanese tax
on the basis of their share of profits under a partnership agreement
and in accordance with their own Japanese tax status.
68
(3) Limited Liability Partnership (Yugen Sekinin Jigyo Kumiai or LLP)
An LLP is formed under the LLP Act. All partners of an LLP have
limited liability for the obligations of the LLP to the extent of their
capital investment in the LLP and must participate in the
management of the LLP business in principle. Either an individual or
a company can be a partner of an LLP but another partnership can
not be a partner of an LLP. Furthermore, at least one of the partners
must be an individual resident in Japan or a Japanese company.
There is a restriction on businesses to be carried on by an LLP. For
example, neither accounting firms nor law firms are able to use
LLPs, unlike in some foreign countries. An LLP must be registered
at a local legal affairs bureau.
69
Profit allocations to foreign partners having a PE in Japan derived
from businesses carried on in Japan using an NK-type partnership
are subject to withholding tax at 20 percent (20.42 percent from
2013 to 2037, including a special reconstruction income tax). The
withholding tax is creditable when declaring such income in the
partners Japanese tax return. Thus, the withholding tax does not
constitute an additional tax burden for taxpayers although it may
cause an administrative burden and cash flow differences.
70
(iv) not having a special (affiliate) relationship with the general
partners of the Investment Fund
(v) not having a PE in Japan with respect to business other than the
business carried on by the Investment Fund
71
operator is entitled to take a deduction for any element of profits
allocated to the TK silent partner(s). Conversely, where losses are
allocated to the TK silent partner(s), the TK operator is required to
recognize corresponding taxable income.
72
Actual distributions from a TK to foreign partners are subject to 20
percent withholding tax (from 2013 to 2037, 20.42 percent
withholding tax, including a special reconstruction income tax),
which is creditable for the partners when declaring such income in
their Japanese tax returns.
73
deductible in calculating taxable income for the fiscal year:
74
negotiating contracts.
Rental real property activity includes not only the rental of land and
buildings but also leasing ships and aircraft. The aim of this rule is to
prevent individual taxpayers from offsetting losses incurred from
investments in aircraft leasing arrangements through partnerships
against any other income.
75
3 Taxation of Individuals
3.1 Introduction
3.2 Taxpayers
Under the Income Tax Law of Japan, there are two categories of
individual taxpayers; resident and non-resident.
(1) Resident
76
source income paid in or remitted to Japan.
(2) Non-Resident
3.2.2 Domicile
77
year or more. It should be noted in this connection that the visa
status under which a foreign national has been permitted to enter
Japan is not directly relevant.
Generally, Japans double tax treaties are in line with the OECD
Model Treaty with respect to the tax-exempt treatment of foreign
employees temporarily working in Japan. Such employees are
generally tax exempt if they fulfill the following three criteria:
They are present in Japan for not more than 183 days in any
twelve month period commencing or ending in the fiscal year
concerned.
Their salary is paid by a non-resident employer.
None of the salary is borne by a permanent establishment in
Japan.
78
From 2015, the highest tax rate will be raised from 40 percent to
45 percent for taxable income in excess of JPY40 million.
Capital gains from sales of real estate are taxed separately from
ordinary income as follows:
Note that if land in Japan was acquired in 2009 and 2010, a capital
79
gains rollover relief or a special deduction for long-term capital gains
may be available, which is discussed in 1.6.
80
Note that dividends and capital gains from publicly-offered stock
investment trusts are basically treated in the same way as those
from listed shares.
Capital gains from the sale of non-listed shares are basically taxed at
20 percent (15 percent national tax and 5 percent inhabitant tax)
separately from ordinary income. When calculating the capital gains,
any gains/losses from sales of shares including listed shares are
aggregated.
81
3.3.4 Tax Rates on Investment Income from 2016
Capital gains from sales of listed shares and specified bonds are
basically taxed at 20 percent (15 percent national tax and 5 percent
inhabitant tax) separately from ordinary income. When calculating
the capital gains, any gains/losses from sales of listed shares and
specified bonds are aggregated.
Note that when a taxpayer suffers capital losses from certain sales
of listed shares and specified bonds in a given year, such losses can
be offset against dividend income from listed shares declared
separately from ordinary income and interest income from specified
82
bonds.
Interest from ordinary bonds (i.e. bonds other than specified bonds)
is generally taxed only through withholding tax and declaration in an
income tax return is not required provided that the interest is paid in
Japan.
Capital gains from sales of non-listed shares and ordinary bonds are
basically taxed at 20 percent (15 percent national tax and 5 percent
inhabitant tax) separately from ordinary income. When calculating
83
the capital gains, any gains/losses from sales of non-listed shares
and ordinary bonds are aggregated.
National Inhabitant
Investment income
income tax tax
Dividends from listed
shares(*)/publicly-offered stock 15% 5%
investment trusts
Dividends from non-listed shares/
privately-offered stock investment 20% -
trusts
Interest on bonds/bond investment
15% 5%
trusts/bank deposits
(*)
If an individual holds 3 percent or more of the outstanding shares
of a Japanese dividend paying company, the tax rate for
dividends from non-listed shares is applied.
84
3.3.6 Tax Rates Imposed on Non-Residents
interest income
dividend income
real estate income
85
business income
employment income
retirement income
timber income
capital gains
occasional income
miscellaneous income
3.4.1 Remuneration
basic salary
bonus
cost of living allowance
overseas premium
housing allowance or company housing
maid allowance
utility allowance
childrens tuition allowance
foreign exchange allowance
tax equalization
medical allowance
stock options
other economic benefits, such as company car or home leave
transportation
86
from taxes under the tax laws, regulations or administrative rulings.
87
(3) Company Car
88
member of the board of directors but also officers) or an
employee of the issuing company, or is a director or an
employee of a company whose voting stock is 50 percent or
more owned directly or indirectly by the issuing company.
With respect to the stock that is issued at the time the option is
exercised, the share certificates must not be transferred to or held
by an option holder, but must be kept in trust and custody by either
a securities company or a trust company (Trust) in accordance with
a prearranged agreement made between a company and the Trust.
That is, share certificates must be kept under the supervision and
control of the Trust until such shares are sold.
89
3.4.3 Exemptions and Concessions
90
compensation for damage paid to a third party and legal fees in
connection therewith where such damage was caused by an
officer or employee while on duty and not due to their fault
golf club or social club membership fees, etc. provided that they
are connected with the business of the employer
91
The maximum standard deduction (currently JPY2,450,000) will be
reduced to JPY2,300,000 (for compensation over JPY12,000,000) in
2016 and JPY2,200,000 (for compensation over JPY10,000,000)
from 2017 onwards.
92
The 50 percent reduction will not apply to retirement allowances
that a director whose service period is 5 years or shorter receives
for the service period.
93
(4) Life Insurance Premiums
The total annual caps of the deductible amount for the above
insurance premiums are JPY120,000 and JPY70,000 for national
income tax purposes and for inhabitant tax purposes respectively.
94
deduction for long-term casualty insurance premiums is JPY15,000
and JPY10,000 for national income tax purposes and for inhabitant
tax purposes respectively.
(7) Donations
95
In order to support people and areas affected by the Great East
Japan earthquake, special measures have been established in
connection with earthquake-related donations. When earthquake-
related donations are made, the ceiling for the total eligible
donations deductible amount for earthquake-related donations and
other tax qualified donations is expanded from 40 percent to 80
percent of the total assessable income, although the ceiling for the
donations other than earthquake-related donations remains 40
percent.
For inhabitant tax purposes, only tax credits for donations are
available. Please see 3.7.4 for details.
96
[Additional reliefs for specific cases ]
(JPY)
National Inhabitant
Relief
income tax tax
Physically handicapped person 270,000 260,000
Severely physically handicapped
400,000 300,000
person
If severally physically
handicapped person is living with 750,000 530,000
the taxpayer
Widow (or widower), divorcee or
270,000 260,000
working student
National
Income band into which the Inhabitant tax
income tax
dividend income falls purposes
purposes
Up to JPY10,000,000
Dividends from shares 10% 2.8%
Distribution from stock
5% 1.4%
investment trusts
97
Over JPY10,000,000
Dividends from shares 5% 1.4%
Distribution from stock
2.5% 0.7%
investment trusts
Foreign source
Creditable Japanese income income
= x
limit tax Entire income
taxable in Japan
98
similar formula to the above. If there is still excess foreign tax, such
amount can be credited against inhabitant tax to the extent of 18
percent of the income tax credit amount (municipal inhabitant tax)
and 12 percent of the income tax credit amount (prefectural
inhabitant tax).
(1)
Donations to political parties or organizations (where the
donations are qualified under certain conditions and made by
2019)
99
(2)
Donations to authorized NPOs (where donations are qualified
under certain conditions)
(3)
Donations to public interest incorporated associations/
foundations, educational institutions and social welfare
institutions, etc. (where donations are qualified under certain
conditions)
For inhabitant tax purposes, the following tax credits are available:
(1)
Subject to a ceiling of 30 percent of the total assessable income
(2)
The eligible donations are donations to local governments and
donations designated by the Minister of Internal Affairs and
Communications and local governments.
(3)
2.1 percent is an equivalent of the special construction income
tax.
100
3.8 Remuneration Paid Outside Japan
101
3.9 Filing Tax Returns and Tax Payments
For individuals, the tax year is the calendar year and a final income
tax return must be filed by 15 March of the following year in
principle. Extensions of the filing deadline are not available. The final
tax due needs to be paid by the same day, which may be extended
for about 1 month if the automatic bank transfer system is elected.
A tax return for special reconstruction income tax should be filed
together with the final income tax return.
Those who have filed a final income tax return for the previous year
will be required to make estimated tax payments for the current
year in July and November. The estimated tax payments are
generally equal to one-third of the net of the income tax amount for
the previous year less withholding tax declared in such tax return.
Note that special reconstruction income tax is also imposed on the
estimated tax at 2.1 percent from 2013 to 2037. If the total of the
102
net amount and special reconstruction income tax thereon is less
than JPY150,000, prepayments are not required.
103
for in the tax tables and to pay such tax amounts so withheld to the
government by the 10th of the following month.
104
(2) Reporting requirement for foreign stock-based compensation
105
4 International Tax
4.1 Foreign Dividend Exclusion
4.1.1 Outline
106
Where a tax treaty with Japan and the country of residence of the
foreign company has a reduced holding threshold for indirect
foreign tax credits (FTC) or FDE, such reduced holding ratio will be
used instead of 25 percent, for determining whether the foreign
company is a Foreign Subsidiary under the FDE (e.g. 10 percent for
the US (in terms of shares with voting rights only), Australia and the
Netherlands, 15 percent for France).
107
suffered directly by the Japanese company.
The amount of foreign tax for which credit can be taken is limited to
the lower of:
[Japanese company]
108
- Foreign source income for the fiscal year should be reduced by
five-sixths (100 percent for fiscal years beginning on or after 1
April 2014) of the amount of foreign source income which is
exempted from foreign taxation.
109
4.2.4 Tax Sparing Credits
The transfer pricing legislation is set out under the Special Taxation
Measures Law for the purpose of preventing tax avoidance by
companies through transactions with their Related Overseas
Companies.
110
owns directly or indirectly 50 percent or more of the total issued
shares of the other company
Under this method the price is determined based upon the pricing
of a transaction carried out between unrelated parties which is
similar in nature to the subject transaction. Where there are
differences in the conditions between the comparable transaction
and the subject transaction, price adjustments should be taken into
account.
111
With respect to comparable transactions for this purpose, there are
two types: (i) transactions made by one of the related companies
with an unrelated company, and (ii) transactions made between
third parties.
Under this method the price is calculated based on the selling price
of the buyer to unrelated companies minus a gross profit which is
applicable to similar transactions with unrelated companies (subject
to adjustment depending upon the circumstances).
112
Information concerning Related Overseas Companies:
- name
- address of head office or principal office
- main business
- total number of employees
- amount of paid-in capital
- classification of Related Overseas Companies by nature of
relationship, such as capital relationship, management
relationship, business relationship and financial relationship
- percentage of shareholding relationship of Related Overseas
Companies
- operating revenue, expenses, operating profits and profits before
tax for the preceding year
- amount of earned surplus
If the company does not take immediate action on the request, the
113
tax authorities may assess the arms-length price based on an
appropriate general transfer pricing methodology and recalculate
taxable income as a result of such changes. If the company does
not agree with the price so determined and the assessment made
by the tax authorities, the company has the responsibility to prove
that the price applied to the transactions with the Related Overseas
Companies is arms-length in nature.
4.3.5 Miscellaneous
114
4.4 Thin-Capitalization Rules
Debt Equity
Interest-Bearing Debts
Net Equity owned
(i) due to Overseas Controlling
by Overseas Controlling
Shareholders
Shareholders
and Specified Third Parties
Net Equity
(ii) Total Interest-Bearing Debts
of the Japanese company
115
a relationship between a Japanese company and a foreign
company in which the same person owns directly or indirectly 50
percent or more of the total outstanding shares in both
companies
116
(4) Net Equity
The average balance of the net of total assets minus total liabilities.
If the net is less than the total of paid-in capital and capital surplus
(for tax purposes), the latter is treated as net equity for the purpose
of this rule.
117
(where they are not subject to income tax/corporation tax in
Japan)
Guarantee fees/bond borrowing fees relating to (C)
(c)' (where they are not subject to income tax/corporation tax in
Japan)
4.4.4 Miscellaneous
118
of capital of a PE is smaller than the capital attributable to the PE
(capital to be attributable to the PE if the PE were a distinct and
separate enterprise from its head office), interest expenses
corresponding to such deficient portion will not be allowed in
calculating income attributable to the PE.
(*)
Net Interest Payments to Related Persons means Interest
Payments to Related Persons less Eligible Interest Income.
119
deduction for domestic dividends received
foreign dividends exclusion
certain valuation losses
disallowance of deductions for income tax/foreign tax credited
against corporation tax
deduction of carried-forward tax losses
deduction of dividends paid by tax qualified special purpose
companies
thin capitalization rules
earnings stripping rules
Related Person means any person described in (i) and (ii) below:
120
a relationship between two companies in which one company
can, in substance, engage in decision making regarding the other
companys business affairs due to shared directors, substantial
business transactions, financing, etc.
121
(4) Eligible Interest Income
interest payments
discounts on bills/notes
the interest portion of finance lease payments (where total lease
payments under the arrangement are JPY10 million or more)
122
redemption losses on bonds
guarantee fees and bond borrowing fees paid to Related Persons
in the cases described in (2)(ii) above
amortization of premiums on securities having a maturity date or
a fixed redemption price
other payments whose economic characteristics are equivalent
to interest
interest income
discounts on bills/notes
the interest portion of finance lease income
accumulation of discounts on securities having a maturity date or
a fixed redemption price
other income whose economic characteristics are equivalent to
interest
(*)
Excluding interest paid to Related Persons where the interest is
subject to Japanese income tax/corporation tax.
123
4.5.4 Deductions of Disallowed Interest Payments
4.5.5 Miscellaneous
124
4.6 Anti-Tax Haven (CFC) Rules
If the SFS does not satisfy the Exception Conditions, the Japanese
company is required to report, as taxable income, its proportionate
share of the taxable income of the SFS.
***
Under the Aggregate Tax Rules, income of an SFS for a fiscal year
should be taxable for the fiscal year of its Japanese shareholder
company which includes the day 2 months after the end of the
fiscal year of the SFS.
- has its main or head office in a country which does not impose
tax on income; or
- has an effective income tax rate of 20 percent or less.
125
(A foreign related company means a foreign company more than 50
percent of which is directly or indirectly owned by Japanese
companies, Japanese resident individuals and non-resident
individuals having a special relationship with the Japanese
companies or the Japanese resident individuals.)
(i) taxable income calculated in accordance with the tax laws of the
country where the foreign related companys head office is
located
126
4.6.3 Scope of Taxpayers
If an SFS satisfies all of the following four conditions for a fiscal year,
the Aggregate Tax Rule on an entity basis is not applied to the SFS
for that fiscal year (provided that a schedule is attached to the
corporate final tax returns and certain documents are retained):
127
holding of share certificates or bonds
licensing of industrial rights or copyrights
leasing of vessels or aircraft
128
4.6.6 Exception Conditions for Regional Headquarters
Companies
Also, under the substance test and the country of location test, the
primary business of such RHQ is treated as providing management
services to its CCs.
129
(i) 100 percent of the shares of the SFS are directly or indirectly
held by a Japanese company.
(ii) The SFS provides at least two CCs with management services.
(iii) The SFS has a fixed place of business (an office, shop or
factory) and employees (those who are mainly involved with the
management services, excluding directors of the SFS and family
members of the directors) in the country where the head office
of the SFS is located.
CC (Controlled Company)
(i) At least 25 percent of the shares and the voting rights of the
foreign company are directly held by an RHQ.
Management Services
130
which should be essential to its business. The services need to
contribute to the enhancement of the profitability of the CCs by
providing such services collectively to the CCs.
(i) dividends from shares where the SFS holds less than 10
percent of the shares
(ii) interest on bonds
(iii) difference between the redemption price and the acquisition
cost of bonds
(iv) capital gains from sale of shares described in (i) (only when sold
through exchange trades or over-the-counter transactions)
(v) capital gains derived from sale of bonds (only when sold through
exchange trades or over-the-counter transactions)
(vi) royalties from IP (e.g. patents, excluding certain IP such as that
developed by the SFS)
(vii) lease fees of vessels or aircraft
131
- total revenue of the Passive Income JPY10 million
- total of the Passive Income 5 percent of profits before tax
The Specified Taxed Amount is the amount that has been taxed
under the Aggregate Tax Rules in the fiscal year the dividend is
received (the dividend receiving year) and the fiscal years beginning
within 10 years before the commencement of the dividend
receiving year.
132
(2) Dividends from a Second Tier Foreign Company
Dividends(1)
The Japanese companys
that the first tier foreign
direct holding ratio for the
company received from the
(i) x first tier foreign company
second tier foreign
(on the record date for the
company within the past 3
latest dividend)
years(2)
The second tier foreign The Japanese companys
companys income which indirect holding ratio for
has been aggregated to the the second tier foreign
(ii) x
Japanese companys company (at the end of
income within the past 3 fiscal year of the second
years tier foreign company)
(1)
Excludes certain dividends, such as those which were received
in the years before the year when the aggregated taxable
income of the second tier foreign company was derived.
(2)
Past 3 years means the fiscal year in which the Japanese
company received the dividend from the foreign company (the
dividend receiving year) and fiscal years beginning within 2 years
before the commencement of the dividend receiving year.
133
4.7 Corporate Inversion
This section covers the main items of the tax treatment of foreign
companies and non-resident individuals not having a permanent
establishment (PE) in Japan and the effect of relevant tax treaties.
134
4.8.1 Tax Treaties
135
Effective dates of the
Status amendments for
Japanese taxes
Saudi Arabia Tax treaty signed in - WHT: 1 January 2012
November 2010 - Tax other than WHT:
Taxable years beginning
on or after 1 January
2012
Hong Kong Tax treaty signed in - WHT: 1 January 2012
November 2010 - Tax other than WHT:
Taxable years beginning
on or after 1 January
2012
Switzerland Revised tax treaty - WHT: 1 January 2012
signed in May 2010 - Tax other than WHT:
Taxable years beginning
on or after 1 January
2012
Netherlands Revised tax treaty - WHT: 1 January 2012
signed in August - Tax other than WHT:
2010 Taxable years beginning
on or after 1 January
2012
(A 1-year grandfathering
rule is available)
Kuwait Tax treaty - WHT: 1 January 2014
signed in February - Tax other than WHT:
2010 Taxable years beginning
on or after 1 January
2014
Portugal Tax treaty - WHT: 1 January 2014
signed in December - Tax other than WHT:
2011 Taxable years beginning
on or after 1 January
2014
136
New Zealand Revised tax treaty - WHT: 1 January 2014
signed in December - Tax other than WHT:
2012 Taxable years beginning
on or after 1 January
2014
Oman Tax treaty signed in - WHT: 1 January 2015
January 2014 - Tax other than WHT:
Taxable years beginning
on or after 1 January
2015
US Revised tax treaty
signed in January
2013
UAE Tax treaty signed in
May 2013
UK Basic agreement on
the revised tax treaty
reached in March
2013
Sweden Basic agreement on
the revised tax treaty
reached in June
2013
Germany Negotiation to revise
the tax treaty
started in December
2011
The tax treaties entered into by Japan generally accord with the
principles of the OECD Model Tax Treaty and tax treaties recently
signed tend to include provisions dealing with hybrid/transparent
entities and anti-treaty shopping provisions (e.g. the Limitation on
Benefits provision, anti-conduit provisions and main-purpose test
provisions).
137
which generally include provisions on the allocation of taking rights
with respect to certain income of individuals with the following
countries/regions:
The Bahamas
Bermuda
The Cayman Islands
Guernsey
The Isle of Man
Jersey
Macao
Principality of Liechtenstein
Samoa
The rates of withholding tax under the respective tax treaties are as
set out below. Note that these are general rates applied in Japan
and different rates or exemptions may apply to specific cases. The
percentages in parentheses under the dividends heading represent
the minimum ownership ratio of the parent company in, broadly, the
capital stock of the subsidiary to qualify for the reduced
parent/subsidiary tax rate.
138
Dividends
Name of country Between Parent and Interest Royalties
Other
Subsidiary
Australia 0% (80%) 10% 0-10% 5%
5% (10%)
Austria 10% (50%) 20% 10% 10%
Bangladesh 10% (25%) 15% 10% 10%
Belgium 10% (25%) 15% 10% 10%
Brazil 12.5% 12.5% 12.5% 12.5-
25%
Brunei 5% (10%) 10% 10% 10%
Darussalam
Bulgaria 10% (25%) 15% 10% 10%
Canada 5% (25%) 15% 10% 10%
China (PRC) 10% 10% 10% 10%
Czechoslovakia 10% (25%) 15% 10% 0-10%(5)
(1)
139
New Zealand 0% (10%) 15% 0-10% 5%
Norway 5% (25%) 15% 10% 10%
Oman 5% (10%) 10% 10% 10%
Pakistan 5% (50%) 10% 10% 10%
7.5% (25%)
Philippines 10% (10%) 15% 10% 10-15%
Poland 10% 10% 10% 0-10%(5)
Portugal 5% (10%) 10% 5-10% 5%
Romania 10% 10% 10% 10-15%
Saudi Arabia 5% (10%) 10% 10% 5-10%
Singapore 5% (25%) 15% 10% 10%
South Africa 5% (25%) 15% 10% 10%
South Korea 5% (25%) 15% 10% 10%
Spain 10% (25%) 15% 10% 10%
Sri Lanka 20% 20% - 0-10% (4)
Sweden 0-5% (25%) 15% 10% 10%
(current)
Sweden 0 (10%) 10% 0% 0%
(revised)
Switzerland 0% (50%) 10% 0-10% 0%
5% (10%)
Thailand 15-20% (25%) - 10-25% 15%
Turkey 10% (25%) 15% 10-15% 10%
UAE 5% (10%) 10% 10% 10%
UK (current) 0% (50%) 10% 0-10% 0%
5% (10%)
UK (revised) 0% (10%) 10% 0% 0%
US (current) 0% (50%) 10% 0-10% 0%
5% (10%)
US (revised) 0% (50%) 10% 0% 0%
5% (10%)
USSR (3) 15% 15% 10% 0-10%(5)
Vietnam 10% 10% 10% 10%
Zambia 0% 0% 10% 10%
(1)
Covers Czech Republic and Slovak Republic
(2)
The original tax treaty with the UK is eligible for Fiji, with
exceptions for dividends and interest, to which domestic tax
rates are applied.
140
(3)
Covers Russia, Georgia, Kyrgyz, Tajikistan, Uzbekistan, Ukraine,
Turkmenistan, Armenia, Moldova, Azerbaijan and Belarus
(4)
50 percent of certain royalties are exempt and royalties for
copyright or cinema films are fully exempt.
(5)
Cultural royalties are exempt.
141
2014), respectively.
Related persons
142
Where a foreign investor holds shares in a real estate holding
company through an NK-type partnership(2), any other partners of
the partnership are treated as related persons of the foreign
investor.
(1)
If a company holds more than 50 percent of the total outstanding
shares or more than 50 percent of the voting rights in another
company, the latter company is treated as being controlled by
the former company.
(2)
The definition of NK-type partnerships for the purposes of this
rule is the same as that described in Chapter 2 above.
The tax treaties which Japan has concluded with the following
countries protect foreign shareholders fully from Japanese tax on
capital gains from sales of shares in a real estate holding company.
143
(*)
Under the revised tax treaty that was signed in January 2013,
Japan is given the right to impose Japanese tax on capital gains
from sales of shares in a real estate holding company that is
either a Japanese company or a foreign company.
Austria Denmark
(i) gains arising from the sale of forestalled shares (shares acquired
for the purpose of a takeover of a company or a demand sale of
such shares) in a Japanese company
144
Related persons of the foreign investor in the above are as
follows:
145
(ii) disposals of shares by a foreign partner of an Investment
Fund(*) through the Investment Fund, provided that the
foreign partner has no PE in Japan, and has been a limited
partner of the Investment Fund and has not been involved in
the operation of the Investment Fund for the year of disposal
and the past 3 years
(*)
Please see Chapter 2 (2.1.2) for the definition of the
Specified Foreign Partner and Investment Fund.
(1)
Exemption is available if the Japanese company in which shares
are sold is not a real estate holding company and the capital
gains are subject to tax in the foreign investors country of
residence. Note that due to a UK domestic tax rule, the capital
gains on shares in a Japanese subsidiary are most likely not
subject to tax in the UK.
146
(2)
Exemption is not applicable in relation to real estate holding
companies.
The tax treaty with Oman and the revised tax treaty with the UK
that are not yet applicable also provide for exemption unless the
Japanese company is a real estate holding company.
Furthermore, some tax treaties such as those with the US, Hong
Kong, the Netherlands and Switzerland include a clause to give a
source country the taxing right on capital gains from shares of
distressed financial institutions.
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5 Indirect Tax
5.1 Consumption Tax
148
services related to childbirth, burial, homehelp and welfare
centers for aged and handicapped persons
149
consumption tax purposes specifically relates only to those
companies or individuals which are required to file a consumption
tax return to the Japanese government.
(1)
The base period generally means the fiscal year 2 years prior to
the current fiscal year for a corporate taxpayer. Where the base
period is not 1 year, the annualized value of the taxable sales in
the base period is used. For an individual taxpayer, the base
period means the calendar year 2 years prior to the current year.
(2)
The specified period generally means the first 6 months of the
previous fiscal year for a corporate taxpayer. For an individual
taxpayer, it means the period from January to June of the
previous year.
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is irrevocable generally for a period of 2 years.
- The amount of the taxable sales for the person who is treated
as controlling the newly established company or the amount
of the taxable sales for a company related to that person
exceeds JPY500 million in the period corresponding to the
theoretical base period of the fiscal year of the newly
established company.
151
JPY1 million or more) in fiscal years with no base period (excluding
taxable periods in which the simplified tax credit system has been
applied), the company must continue to be taxpayer for 3 years
beginning from the taxable period in which the fixed assets are
acquired.
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whether to raise the consumption tax rate to 10 percent as
scheduled.
(*)
Where the taxable period is shorter than 1 year, the annualized
value of the amount of the taxable sales (domestic taxable sales
and export exempt sales) will be used.
153
Taxable revenue ratio
(*)
10/110 will be applied to transactions carried out on or after 1
October 2015 except for those covered by the transitional
measures.
Individual method
154
Pro-rata method
155
Transportation,
communication 50%
Service, etc. and services 50%
Real estate 60%
Food services,
40%
Other than etc.
40%
above Financial or
50%
insurance services
A taxpayer is required to file its final consumption tax return and pay
tax due within 2 months after the end of the taxable period.
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Amount of the consumption tax payable
Interim payments
for the previous taxable period
over JPY60 million Monthly basis
over JPY5 million but JPY60 million or less Quarterly basis
over JPY600,000 but JPY5 million or less Semi-annual basis
Interim tax returns should be filed within 2 months after the end of
each interim period. However, if interim consumption tax payable is
calculated on a pro-rata basis, filing can be skipped.
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6 Other Taxes and Surcharges
6.1 Social Security and Payroll Taxes
158
(1)
A variable premium rate in the range of 9.85 percent to 10.16
percent is set in each prefecture depending on the domicile of
the employers office. Rates and maximum monthly/annual
premiums above are those for offices located in Tokyo.
(2)
Applied to standard monthly remuneration amount
(3)
Applied to total salary, bonus and other compensation paid to
employees
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6.4.1 Taxpayer
(1) Companies
(2) Individuals
160
The following registration taxes apply on the establishment of an
ordinary Japanese company or branch:
As of September 2014
1.5% (Land)(1)
Transfer of ownership by sale
2% (Buildings)
0.3% (Land)(2)
Entrusting of real estate
0.4% (Buildings)
(1)
Applicable for the period through 31 March 2015 (It will be
increased to 2 percent from 1 April 2015 onwards.)
(2)
Applicable for the period through 31 March 2015 (It will be
increased to 0.4 percent from 1 April 2015 onwards.)
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6.6 Inheritance and Gift Taxes
Inheritance tax and gift tax are levied on an heir who acquired
properties by inheritance and an individual (donee) who acquired
properties from another individual (donor) as a gift, respectively. The
scope of taxable properties depends on whether the heir/donee
holds Japanese nationality and whether the heir/donee or the
decedent/donor has or had a domicile in Japan.
No domicile in Japan
Heir
Japanese nationality
Donee
Domicile No No
Domicile in
in Japan domicile in Japanese
Japan
Decedent Japan nationality
within past
Donor within past
5 years
5 years
Domicile in Japan
No domicile in Japan
Domicile in
Japan within
All properties
past 5 years
No domicile
in Japan Properties located
within past 5 in Japan
years
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KPMG Tax Corporation
Tokyo Office
Izumi GardenTower,
1-6-1 Roppongi, Minato-ku,
Tokyo106-6012
Tel 03-6229-8000
Fax 03-5575-0766
Osaka Office
Osaka Nakanoshima Building 15F,
2-2-2 Nakanoshima, Kita-ku,
Osaka 530-0005
Tel06-4708-5150
Fax 06-4706 3881
Nagoya Office
Nagoya Lucent Tower 30F,
6-1 Ushijima-cho, Nishi-ku,
Nagoya 451-6030
Tel 052-569-5420
Fax 052-551-0580
www.kpmg.com/jp/tax
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entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as
of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate
professional advice after a thorough examination of the particular situation.
2014 KPMG Tax Corporation, a tax corporation incorporated under the Japanese CPTA Law and a member firm of the KPMG network
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