みなと国際会計事務所 Accounting Intelligence blog by a CPA in Tokyo

みなと国際会計事務所 Accounting Intelligence blog by a CPA in Tokyo, tax tips, accounting, running business

NOL (Net Operating Loss) not allowed to be used under certain situations

time 2017/06/09

Some people still believe that it would be a wise idea to buy a zombie company with NOL (Net Operating Loss) and use it to offset against his business income in future. It seems a good idea because you will be able to reduce the tax burden by using NOL when your business turns profitable in future. It was true in the past. Actually, there was a black market where you could buy such a company with accumulated loss. But the loophole was finished and it is not the case anymore today. Japanese government changed the tax law in 2010.

If the following conditions are met, NOL will not be allowed to be used:

1) New owner obtains more than 50% of a company,
2) AND, one of the following events occurs in five years since the change of the ownership,
a) company was dormant at the time point of acquisition and starts a business,
b) company ceases to operate the current business, or finance more than 5 times of the current business volume.
c) all its directors or about 20% of its employee leave the compnay,

There are other events that trigger this restriction but because they seem rare, I will not cover them in this posting.

If the condition #1 and #2 are met, NOL that are carried from the time before the ownership was changed will not be allowed to be used.