Split type splitting is one of the formats when company splitting is done by M & A. It is a form to allocate shares that are consideration for the split to the shareholders of the split company, not to the split company. On the other hand, spin off type division is also one form of corporate division, but this is a form to assign shares of the successor company, which is the company that will take over the business divided as a consideration for the split, to a split company that divides the business and hands over it. Under the Corporate Law, the split type separation has been abolished and it is now regarded as “split-type split + distribution of surplus.” Under the Corporate Law, procedures for split type division of M & A will need to be divided into absorption split and split-up split. There is no difference between the procedure of corporate division and conventional procedures. Produce and conclude a split agreement, consult with workers, announce approval resolution at shareholders’ meeting and ask approval resolution. Procedures to protect creditors, will be the flow of dividing registration.
Split type division has characteristics similar to merger
As a result of the establishment of the Corporate Law, flexibility of consideration to be delivered to companies to be succeeded at the time of absorption split will be required. Therefore, unlike inherited company shares, it became possible to issue everything with money. It will be called a separate company because it will be completely separate company. For tax purposes, we consider the division type division as “human separation” and the company separation type as “physical separation”. In case of split type split, the business year of the split corporation will continue. On the other hand, in the spin-off type division, since it is necessary to confirm the reserve funds to be relocated to the successor corporation, the business year of the corporate separation corporation will be divided. Under the Corporate Law, the split type division (human separation) so far has been abolished, but this is the position that the same result as the split type division of the former Commercial Code can be obtained. The split type split will have the same effect as the absorption merger if the split corporation is dissolved and extinguished after all the division corporate’s business has been transferred to the split succeeding corporation, so the split type split is similar to the merger It is considered to have.