JP2009116704A - System for simulating organizational restructuring of enterprise, and program therefor - Google Patents

Abstract

<P>PROBLEM TO BE SOLVED: To provide a system for simulating organizational restructuring of an enterprise capable of determining easily influences on financial accounting and tax accounting in amalgamation, and a program therefor. <P>SOLUTION: In this system for simulating the organizational restructuring of the enterprise, a book value-current price comparison processing means computes a balance, total net worth equity, and a debt-total net worth equity, as to a book value-current price comparison data of input assets, an alienation verifying means for specific assets calculates a balance and an applied period as to alienation verifying data of the specific assets, an amount-of-loss-carried-forward transition calculation processing means computes and displays a detail of an amount of loss carried forward in every business year, based on a financial data of an alienated company, a consent dividend calculation processing means calculates a consent dividend amount, an alienation profit-and-loss calculation processing means calculates an alienation profit and loss, and an amalgamation ratio calculation processing means calculates an amalgamation ratio. <P>COPYRIGHT: (C)2009,JPO&INPIT

Description

  The present invention relates to a corporate organization restructuring simulation system, and more particularly, to a corporate organization restructuring simulation system and a program thereof that can easily determine the influence on accounting and taxation in a merger.

  In light of the revision of the Commercial Code that established a company split in May 2000, an organizational restructuring tax system was enacted in the 2001 tax system revision. After that, necessary improvements were made with the enforcement of the Companies Act.

  There are several methods for corporate reorganization, but it is necessary to consider which method should be selected according to the purpose of the reorganization. In the examination, the most appropriate method is selected after simulating the accounting and tax implications of the reorganization of the corporate organization. However, since specialized knowledge is required, the case of actually requesting an external expert is required. However, the current situation is costly and time consuming.

  Specific methods for organizational restructuring include mergers, company splits, stock exchanges, stock transfers, and business transfers. For tax purposes, it is classified as either qualified or non-qualified, except for business transfers.

The major difference between qualifying and non-qualifying restructuring is whether or not the assets and liabilities of the merged corporation are valued. In the case of a qualifying reorganization, there is no need to mark the assets and liabilities of the merged corporation. On the other hand, in the case of non-qualified organizational restructuring, it is necessary to mark the assets of merged corporations, etc., so that they may be taxed.
Here, the merged corporation refers to a merged corporation, a split corporation, a stock exchange wholly-owned subsidiary or a stock transfer wholly-owned subsidiary.

  Although there is no prior art relating to company reorganization simulation, there is JP-A-2004-127259 “Enterprise cooperation type optimization system” (Patent Document 1) as a system for efficiently optimizing the company cooperation type.

JP 2004-127259 A

[Complex office work]
As mentioned earlier, there are several methods for corporate reorganization. Therefore, it is necessary to select the most appropriate method according to the purpose of the reorganization after simulating the impact on accounting and taxation. In addition, there is no general-purpose simulation tool, and there is a need for expertise, so the simulation is performed with time, effort, and cost.

[cost]
As described above, the reorganization of a corporate organization requires a simulation based on specialized know-how, and requires a considerable cost when requested by an expert.

[Time-consuming simulation]
Implementation of corporate reorganization is a matter that requires management judgment. However, if the simulation itself takes a long time, the profits and assets of the reorganization company may change, which may have a major impact on management judgment.

[Know-how]
As described above, specialized know-how in accounting and taxation is necessary when considering the reorganization of a company, but certain know-how can be shared by using tools.

  The present invention was made in view of the above circumstances, and an object of the present invention is to provide a corporate organization restructuring simulation system and a program thereof that can easily determine the impact on accounting and taxation in the merger, especially in the case of merger. To do.

  The present invention for solving the problems of the above conventional example is an enterprise organization reorganization simulation system that simulates enterprise organization reorganization, and the processing device of the system includes a control unit, a storage unit, a display unit, and an input A storage unit for storing a processing program, a calculation formula storage area for storing a determination formula for an application period, a calculation formula for deemed dividends, a calculation formula for gains / losses on transfer, and a calculation formula for merger ratios; , Table storage area for storing asset book value / market price comparison table and transfer verification table for specific assets, financial data storage area for storing financial data, and carry-forward loss transition data storage area for storing loss carry-over transition data A deemed dividend amount storage area for storing the deemed dividend amount, a transfer profit / loss memory area for storing the gain / loss on transfer, and a merger for storing the merger ratio As a processing means that has a rate storage area and the control unit reads the processing program from the program storage area and realizes it, the book value / market value comparison processing means of the asset, the transfer verification processing means of the specified asset, and the carry-forward loss transition A calculation processing means, a deemed dividend calculation processing means, a transfer profit / loss calculation processing means, and a merger ratio calculation processing means, and the book value of the asset, the book value of the asset input from the input section・ Set the market value data in the asset book value / market price comparison table, calculate the difference in book value / market price data, total net assets, total liabilities / total net assets, and set it in the asset book value / market price comparison table, The specified asset transfer verification processing means sets the book value / market price data of the specified asset for transfer verification input from the input unit in the transfer verification table of the specified asset, and adds the book value / market price data of the specified asset. Calculate the difference, calculate the application period and set it in the transfer verification table for the specified asset according to the determination formula for the application period based on the specific capital relationship date input from the input unit, and calculate the loss carryforward transition calculation process The means calculates the carry-forward loss transition data for each business year based on the financial data of the merged company stored in the financial data storage area and stores it in the carry-forward loss transition data storage area, as well as the carry-forward loss transition. The process for displaying the data on the display unit is performed, and the deemed dividend calculation processing means calculates the deemed dividend amount in accordance with the deemed dividend calculation formula, stores it in the deemed dividend amount storage area, and displays the deemed dividend amount on the display unit. The transfer profit / loss calculation processing means calculates the transfer profit / loss according to the calculation formula of the transfer profit / loss and stores it in the transfer profit / loss storage area, and the transfer gain / loss is displayed in the display section. The merger ratio calculation processing means calculates the merger ratio according to the merger ratio calculation formula, stores it in the merger ratio storage area, and displays the merger ratio on the display unit. Features.

  According to the present invention, the book value / market price comparison processing means of the asset sets the book value / market price data of the asset input from the input unit in the book price / market price comparison table of the asset, and the difference between the book price / market price data , Calculate the total net assets, total liabilities and net assets, and set them in the asset book value / market price comparison table, and the transfer verification processing means for the specified assets will input the specific assets for transfer verification input from the input section. Set the book value / market price data in the transfer verification table for the specified asset, calculate the difference for the book price / market price data for the specified asset, and follow the judgment formula for the applicable period based on the specific capital relationship date entered from the input section. Calculates the application period and sets it in the transfer verification table for specific assets. The carry-forward loss transition calculation processing means carries over each fiscal year based on the financial data of the merged company stored in the financial data storage area. Deficiency The transition data is calculated and stored in the carry-forward loss transition data storage area, and the loss carry-over transition data is displayed on the display unit, and the deemed dividend calculation processing means treats the deemed dividend according to the deemed dividend calculation formula. The amount is calculated and stored in the deemed dividend amount storage area, and the deemed dividend amount is displayed on the display unit, and the gain / loss calculation processing means calculates the gain / loss on transfer according to the calculation formula for the gain / loss on transfer, While storing in the transfer profit / loss storage area and displaying the transfer profit / loss on the display unit, the merge ratio calculation processing means calculates the merge ratio according to the merge ratio calculation formula and stores it in the merge ratio storage area Since the company organization restructuring simulation system performs the process of displaying the merger ratio on the display unit, it is easy to determine the accounting and tax impacts of the merger. There can be effectively.

[Outline of the embodiment]
Embodiments of the present invention will be described with reference to the drawings.
In the corporate organization restructuring simulation system according to the embodiment of the present invention, when various processing programs are read into the control unit by the processing device and become operable, the book value of the asset to which the asset book value / market price comparison processing means is input is input.・ Calculate the difference between the two for the market price comparison data, calculate the total net assets, total liabilities and net assets, and then transfer the specific asset transfer verification data to the specified asset transfer verification processing means. The processing of calculating the loss carryforward transition processing means calculates and displays the details of the loss carryforwards for each business year based on the financial data of the merged company, and the deemed dividend calculation processing means regards it. Process to calculate dividends, transfer profit / loss calculation processing means to calculate transfer profit / loss, merger ratio calculation processing means to calculate merger ratio Since manner that, accounting in the merger, to display a numeric value tax implications, in which the influence can be easily determined.

[Assumptions of the embodiment]
The present embodiment relates to a “simulation tool” in a corporate organization reorganization using a computer (PC) (particularly, here is a spotlight on merger).
In this embodiment, a certain numerical value such as accounting and tax data is entered into a predetermined column of the simulation tool to automatically determine the accounting and tax impact of the merger automatically. It is.

  To contribute to the profit and loss of the company by providing material for management judgment, such as whether to select a qualified organization reorganization, a non-qualified organization reorganization, or a business transfer. It is an object.

  A reorganization of a company requires the following tests. The present embodiment is a simulation tool that contributes to management judgment by inputting numerical values and the like related to the following seven items into predetermined columns to determine and measure the tax planning related to the merger and the numerical impact on accounting.

[Corporate restructuring test]
(1) Shareholding requirement test (2) Joint business requirement test (3) Asset market value evaluation test (4) Loss carry-over test carried over (5) Loss on transfer deduction for specified assets, etc. Non-deductible test (6) Deemed dividend test (7) Calculation of merger ratio

The requirement for “qualification” is that a merger with a 100% shareholding of shares will be unconditionally qualified unless assets other than shares are delivered at the time of the merger. Mergers and mergers with less than 50% ownership are eligible only if certain requirements are met.
Specific test contents will be described below.

[Stock holding requirement test]
Assets other than stocks (merge grants) shall not be issued.
Although this is not a part that depends on the system, it is a test requirement, so it is an input item to the tool.

[Business Continuity Requirements Test]
Business continuity requirements (approximately 80% or more of the employees of the transfer business, each expected to continue the transfer business after the reorganization) are required on the premise of a merger with an equity relationship of more than 50% and less than 100%.

[Joint Business Requirements Test]
In addition, in the case of a merger with an equity relationship of less than 50% for a corporate reorganization for joint business, in addition to the above business continuity requirements, there must be business relevance (business related requirements), business sales amount, It is necessary to satisfy requirements such as the number of employees, the amount of capital, or the size ratio of those equivalent to approximately 5 times each (scale requirement).

  Even if the above business continuity requirements are not met, the officers of both merged companies shall be satisfied if they are officers of the executive class or higher engaged in management.

The business continuity requirement is not a part that depends on the system, but it is a test requirement, so it is an input item to the tool.
Regarding the size requirement, judgment within 5 times is made an input item because it is judged automatically by comparison of financial figures.

[Asset market value test]
In the case of a non-qualified merger, it is necessary to evaluate the market value of the assets of both companies (in the case of a qualified merger, the book value is taken over).
It is mainly necessary to evaluate owned real estate and securities.

  At the time of valuation, categorize by asset, enter the book value and market value of each asset in parallel, and calculate the difference between the book value and market value, and determine the numerical impact of the merger (clarify unrealized gains and unrealized losses) Measure.

  In addition, tax loss may be carried forward when valuation loss is caused by mark-to-market valuation of the asset, and tax payment may be generated when valuation gain is generated. Therefore, it is necessary to calculate the impact (numerical value of carry-forward loss).

[Passover loss carryover test]
Previously, any loss carried forward of the merged corporation (disappearing side) was not allowed to be taken over in the merger. However, under the corporate restructuring tax system, in the case of a qualifying merger, the loss carryforward of the merged corporation can be taken over. This system allows unconditional takeover of eligible mergers for joint ventures, and loss of carryforwards for eligible mergers for organizational restructuring within the group when certain requirements are met from the perspective of preventing tax avoidance. We accepted the takeover of gold.

The above-mentioned certain requirement means that five years have passed since the grouping, and if the five years have not passed, the certain requirements are met and the joint project requirements are satisfied.
In case of a non-qualified merger, the loss carryforward of the merged company will be rounded down, so it is essential to measure the impact. It is necessary to mechanically record data such as how much loss carryforwards have occurred and how long they can be utilized.
This is the most important matter because it may have a significant impact on the amount of corporate tax after the merger and the application of tax effects in financial accounting, depending on whether there is a loss carried forward.

[Non-inclusion test for gains and losses on transfer of specified assets]
With regard to qualified mergers, assets with unrealized losses taken over from the merger may be deductible for tax purposes depending on the timing of sale, so when the assets are purchased and what is their market value? Have the tool record it. This makes it possible to simulate how much the sale will have when the asset is sold.

  Here, the outline of the corporate organization restructuring tax system will be explained. When a qualifying merger, etc. is carried out with a capital relationship of more than 50%, the capital relationship will occur after 5 years from the start of the fiscal year in which the qualifying merger occurred. The period of application of the domestic corporation concerned (the day when three years have passed since the beginning of the fiscal year of the qualified merger, etc. In such a case, the loss of the transfer of specified assets that occurs during the period up to the five years) will not be included in the amount of loss in calculating the amount of income.

The following four assets are not subject to deductions for tax purposes.
Inventories (excluding land), trading securities, assets whose book value or acquisition price on the date of specified qualification merger does not exceed 10 million yen, and assets with no unrealized loss on the date of occurrence of specified capital relationship.

[Deemed dividend test]
If a non-qualified merger is selected, the shareholder of the merged corporation may be deemed to receive a dividend, which will affect tax planning and financial accounting so that it can be automatically calculated.
This can be calculated mechanically by entering the basic financial data of the merged / merged company, such as the total number of issued shares and capital, into the tool and calculating the merger ratio.

  Deemed dividends are the portion of money that is allocated to the profit reserve for tax purposes when a corporation makes capital reductions, split-type splits, dissolutions, mergers, etc. with the delivery of money to shareholders. (The part that exceeds the capital, etc.). Although it is not a dividend under the Companies Act, it is positioned in the same position as a dividend as an economic entity. For tax purposes, tax processing is performed in the same way as a normal dividend as a deemed dividend.

[Calculation of merger ratio]
In calculating the merger ratio, the following methods are used for calculating the merger ratio.
・ Calculation based on the market value net asset method The market value net asset method is one of the cost approaches for corporate value evaluation.

・ Comparison by comparable company method The similar company comparison method is to select a company whose performance, scale, etc. are similar to those of the target company from among public companies. Net income per share, net assets per share This is a method for evaluating the stock of the company to be evaluated.

・ Calculation by the DCF method The DCF (Discounted Cash-flow Method) method is one of the income approach for corporate value evaluation. It is a method to calculate the present value of free cash flow generated by a company using a certain discount rate. is there.

These compromises In this embodiment, a compromise is adopted. Details will be described later.
In addition, it is not decided which can be used in corporate accounting and tax law, and what the company seems to be fair should just be used.
Also for these, a predetermined calculation sheet is created, and automatic determination is performed by inputting a certain numerical value. It is also possible to compare these calculation results.

  The test requirements (1) to (7) above are necessary in order to examine whether or not the corporate reorganization falls under the category of corporate tax-qualified organizational restructuring, and what effect it will have as a result. It is necessary to create a tool that can be used for simple simulation.

[This system: Fig. 1]
Next, the configuration of the corporate organization restructuring simulation system according to the embodiment of the present invention will be described with reference to FIG. FIG. 1 is a configuration block diagram of a corporate organization reorganization simulation system according to an embodiment of the present invention.
As shown in FIG. 1, a corporate organization restructuring simulation system (this system) according to an embodiment of the present invention basically includes a processing device 1, an input device 2, a display device 3, and a printing device 4. is doing.
Although this system assumes a computer device, the input side may be a terminal device, the processing side may be a server, and both may be connected via a network.

[Each part]
Next, each part of the present system will be described with reference to FIG.
The processing device 1 includes a control unit 11, a main memory 12, a storage unit 13, and an interface unit 14.
The main memory 12 is a work memory that temporarily stores data and programs so that program processing can be executed.
The storage unit 13 is a storage unit such as a hard disk and stores processing programs, data necessary for processing, tables, and the like.

The control unit 11 reads a processing program from the storage unit 13 and develops it in the main memory 12, and operates the processing program to realize various processing means.
The interface unit 14 is an interface unit for connecting the input device 2, the display device 3, and the printing device 4 to the processing device 1. The interface unit 14 may be connected to a network.

The input device 2 is an input device such as a mouse or a keyboard.
The display device 3 is a display device that displays and outputs the processing contents and processing results in the control unit 11 of the processing device 1.
The printing apparatus 4 is a printing apparatus that prints out the processing result in the control unit 11 of the processing apparatus 1. The printing device 4 may be a network printer.

[Contents of storage section]
The storage unit 13 of the processing device 1 includes a program storage area for storing a processing program, an asset book value / market price comparison table, a table storage area for storing a transfer verification table for a specific asset, financial data of the merged company, Data for storing carry-forward loss movement data, asset book value / market value comparison data, transfer verification data for specified assets (book value / market price comparison data for specified assets for transfer verification) generated based on the financial data A storage area, a formula for determining the application period, a formula for calculating a deemed dividend, a formula for calculating gain or loss on transfer, a formula for calculating a merger ratio, and the like, and a deemed dividend storage area for storing these calculation results A transfer profit / loss storage area and a merger ratio storage area.

  In addition, the program storage area of the storage unit 13 includes, as processing programs, an asset book value / market price comparison processing program, a specific asset transfer verification processing program, a carry-forward loss transition calculation processing program, a deemed dividend calculation processing program, a transfer profit / loss A calculation processing program, a merger ratio calculation processing program, and the like are stored.

  When these processing programs are read into the control unit 11 and expanded in the main memory 12, the book value / market price comparison processing means for assets, the transfer verification processing means for specific assets, the carry-forward loss transition calculation processing means, the deemed dividend Calculation processing means, transfer profit / loss calculation processing means, merger ratio calculation processing means, etc. are executed.

[Asset book value / market price comparison table: Fig. 2]
The book value / market value comparison table of assets will be described with reference to FIG. FIG. 2 is a schematic diagram of an asset book value / market value comparison table.
In the asset book value / market price comparison table, as shown in FIG. 2, detailed items of asset details are listed, and finally items of “total net assets” and “total liabilities / net assets” are provided. Furthermore, columns of “book value”, “market price”, and “difference” are provided for the item of asset content.

  The user of this system reads out the book value / market price comparison table of assets from the storage unit 13 and displays it on the display device 3, and in the “book price” and “market price” columns in the table, the relevant numbers relating to the merged company are displayed. Is input from the input device 2.

[Specific Asset Transfer Verification Table: FIG. 3]
The specific asset transfer verification table will be described with reference to FIG. FIG. 3 is a schematic diagram of a specific asset transfer verification table.
As shown in FIG. 3, the specific asset transfer verification table includes detailed items of specific asset contents for transfer verification, and further includes “book value”, “market price”, “ A “Difference” column is provided.

In addition, columns for “specific capital relationship date” and “determination of application period” are provided in the transfer verification table for specific assets.
The user of this system reads the transfer verification table for specific assets from the storage unit 13, displays it on the display device 3, and enters the relevant numbers related to the merged company in the columns "book value" and "market price" in the table. It is input from the device 2.

  In addition, users of this system will be able to specify the date of specified capital relationship on the “Specified Capital Relationship Date” in the table, and the “Qualified Merger Date”, etc. When the date of execution is entered, the determination result of the application period is displayed in the “determination of application period” column, for example, the period (3 years or 5 years), or the expiration date of the application period, by the calculation formula described later It is like that.

[Cash loss carryover data: Figure 4]
The carry-forward loss transition data will be described with reference to FIG. FIG. 4 is a diagram showing a display example of carry-forward loss transition data.
As shown in Figure 4, the loss carryforward data is generated based on the financial data of the merged company. For each fiscal year, “details of profit and loss in financial accounting”, “details of tax return adjustment items”, “ Data corresponding to the items of “Taxable income” and “Details of loss carryforwards” are set, and “Ordinary income”, “Profit after tax”, “Total tax adjustments”, “Lack of loss carried forward to the next fiscal year” "Total" is calculated.
The display of loss carryforward data is used for qualified mergers.

[Asset book value / market price comparison data]
The asset book value / market price comparison data is obtained by reading the asset book value / market price comparison table shown in FIG. 2 from the storage unit 13 into the asset book price / market price comparison processing unit. It is formed by inputting “market price”. By this input, the “difference” between the book value and the market value is calculated, and further, “total net assets” and “total liabilities and net assets” are calculated.

[Specific asset transfer verification data]
As for the transfer verification data of the specific asset, the transfer verification processing unit for the specific asset shown in FIG. 3 is read from the storage unit 13 by the specific asset transfer verification processing means, and the user inputs “book value” and “market price” into the table. Is formed. By this input, the “difference” between the book value and the market price is calculated. The transfer verification data for a specific asset is generated when a qualified merger or the like is performed with an investment relationship of more than 50%.

  In addition, when the date of specified capital relationship is entered in “Specified Capital Relationship Date” in the table and the date of qualified merger is entered in “Specified Qualified Merger Date”, the specified capital relationship is entered. The application period is determined from the date according to the following determination method. The applicable period is the period during which tax deductions are restricted.

  Judgment method is applied period until three years from day of business year when there was specific qualified merger, but when there is specific qualified merger more than three years from the date of specific capital relationship, The application period is the period from the date of specified capital relationship until five years have passed.

[Various processing means]
[Asset book value / market value comparison process]
The asset book value / market price comparison processing means calculates the difference between the book value and market price comparison data of the asset input by the user, and calculates total net assets and liabilities / net assets.

[Transfer verification process for specific assets]
The specified asset transfer verification processing means calculates the difference between the transfer verification data of the specified asset entered by the user and calculates the application period based on the “specific capital relationship date” and “specific qualified merger date”. Then, the period or expiration date is displayed in the “determination period” column.

[Calculation processing of loss carryforwards]
As shown in the display example of FIG. 4, the carry-forward loss transition calculation processing means, based on the financial data of the merged company, “details of profit and loss in financial accounting”, “tax report adjustment item details”, “ Data corresponding to the items of “Taxable income” and “Details of loss carryforwards” is set, and “Ordinary income”, “Net income after tax”, “Total tax return adjustments”, “Lack of loss carried forward to the next fiscal year” "Total" is calculated and displayed.
The item “Details of loss carried forward” is important reference data for the merger.

[Deemed dividend calculation processing]
The deemed payout calculation processing means calculates an assumed payout amount using the following non-participant calculation formula stored in the storage unit 13 and stores it in the nonexistent payout amount storage area of the storage unit 13 and displays the assumed payout amount on the display device. 3 is displayed.
Deemed dividend = market value of merger-related company shares and other merger grants
-{Amount of capital, etc. on the day before the merger
× (Number of shares held by shareholders immediately before the merger / number of shares issued by the merged corporation)}

[Transfer profit / loss calculation processing]
The transfer profit / loss calculation processing means calculates transfer profit / loss by the following calculation formula of transfer profit / loss stored in the storage unit 13, stores it in the transfer profit / loss storage area of the storage unit 13, and displays the transfer profit / loss on the display device 3. To do.
Gain / loss on transfer = amount of money delivered-amount of deemed dividend
-Book value per unit of shares x number of shares

[Merger ratio calculation processing: Figs. 5 and 6]
The merger ratio calculation processing means calculates the merger ratio using the merger ratio calculation formula stored in the storage unit 13, stores it in the merger ratio storage area of the storage unit 13, and displays the merger ratio on the display device 3.

The merger ratio calculation process by the merger ratio calculation processing means will be described with reference to FIGS. FIG. 5 is a diagram showing an outline of the merger ratio calculation process, and FIG. 6 is a flowchart of the merger ratio calculation process.
The merger ratio calculation process is shown in FIGS.

In the net asset value method, the net assets per share (1) (2) between the merged company A and the merged company B are calculated and obtained by (1) / (2) (S1).
Next, the comparable company method calculates the appraisal value (3) (4) per share for both mergers based on the net asset value and the number of issued shares, and obtains (3) / (4) (S2 ).
Furthermore, in the DCF method, the valuation amount (5) (6) per share of both the mergers is calculated and obtained by (5) / (6) (S3).

In the combined use of the three methods, the stock price per share of the merged company A is calculated ((7) = (1) + (3) + (5)) (S4). Similarly, the stock price per share of company B on the merger side is calculated ((8) = (2) + (4) + (6)) by combining the three methods (S5).
Finally, the merger ratio is calculated (= (7) / (8)) (S6).
In this way, the merger ratio is calculated.

[Effect of the embodiment]
According to the present system, it is possible to provide a simulation tool for performing test determination by inputting necessary numerical data, which has an effect of facilitating the simulation.

[Specific Effects of Embodiment]
(1) Cost reduction Utilizing this tool reduces the need to request simulations from external experts, enabling cost reduction.

(2) Prompt and accurate management decisions By providing management with simulation results quickly, it is possible to ask for quicker and more accurate management decisions.

(3) Contributing to the profit and loss of the company The use of this tool will facilitate the selection of restructuring methods that are advantageous for management decisions and tax purposes, and will consequently contribute to the profits of the company.

(4) Comprehensiveness and simplification of clerical work Currently, simulations are being conducted while checking accounting and tax requirements for each project, but there may be significant oversights, and it will take time and effort. The embodiment covers all test requirements and simplifies office work.

(5) Capability to transfer and accumulate know-how Since the necessary considerations for organizational restructuring are covered and the essence is condensed, know-how can be transferred by developing this system. In addition, know-how can be accumulated by performing maintenance in accordance with revisions to accounting standards and tax systems.

(6) Can be used as a judgment tool for M & A and TOB This tool can be applied in various business stages, such as due diligence for M & A and TOB.

  INDUSTRIAL APPLICABILITY The present invention is suitable for a corporate organization reorganization simulation system and a program thereof that can easily determine the influence on accounting and taxation especially in merger among corporate organization reorganizations.

1 is a configuration block diagram of a corporate organization reorganization simulation system according to an embodiment of the present invention. It is the schematic of the book value and market price comparison table of an asset. It is the schematic of the transfer verification table of a specific asset. It is a figure of the example of a display of carry-forward loss transition data. It is a figure which shows the outline | summary of a merger ratio calculation process. It is a flowchart of merger ratio calculation processing.

Explanation of symbols

  DESCRIPTION OF SYMBOLS 1 ... Processing apparatus, 2 ... Input device, 3 ... Display apparatus, 4 ... Printing apparatus, 11 ... Control part, 12 ... Main memory, 13 ... Memory | storage part, 14 ... Interface part

Claims (8)

A corporate organization restructuring simulation system for simulating corporate restructuring,
The processing apparatus of the system includes a control unit, a storage unit, a display unit, and an input unit,
The storage unit includes a program storage area for storing a processing program, a formula for determining an application period, a formula for calculating a deemed dividend, a formula for calculating gains / losses on transfer, and a formula for calculating a merger ratio, and a book of assets. A table storage area for storing a price / market price comparison table and a transfer verification table for specific assets, a financial data storage area for storing financial data, a carry-forward loss transition data storage area for storing carry-over loss transition data, and a deemed dividend An assumed dividend storage area for storing the amount, a transfer profit / loss memory area for storing the transfer profit / loss, and a merger ratio storage area for storing the merger ratio;
As the processing means that the control unit reads and realizes the processing program from the program storage area, the book value / market price comparison processing means of the asset, the transfer verification processing means of the specific asset, the carry-forward loss transition calculation processing means, Dividend calculation processing means, transfer profit / loss calculation processing means, and merger ratio calculation processing means,
The asset book value / market price comparison processing means sets the book value / market price data of the asset input from the input unit in the book price / market price comparison table of the asset, and the difference between the book price / market price data, the total net assets , Calculate the total liabilities and net assets and set them in the book value / market value comparison table for the assets,
The specific asset transfer verification processing means sets the book value / market price data of the specific asset for transfer verification input from the input unit in the transfer verification table of the specific asset, and sets the book price / market price of the specific asset. Calculate the difference for the data, perform the process of calculating the application period and setting it in the transfer verification table of the specific asset according to the determination formula of the application period based on the specific capital relationship date input from the input unit,
The carry-forward loss transition calculation processing means calculates the carry-over loss transition data for each business year based on the financial data of the merged company stored in the financial data storage area, and carries the carry-over loss transition data storage area. And storing the carry-over loss transition data on the display unit,
The deemed dividend calculation processing means calculates a deemed dividend amount according to the deemed dividend calculation formula, stores it in the deemed dividend amount storage area, and performs a process of displaying the deemed dividend amount on the display unit,
The transfer profit / loss calculation processing means calculates the transfer profit / loss according to the calculation formula of the transfer profit / loss, stores it in the transfer profit / loss storage area, and displays the transfer gain / loss on the display unit,
The merge ratio calculation processing means calculates a merge ratio according to the calculation formula for the merge ratio, stores the merge ratio in the merge ratio storage area, and performs processing for displaying the merge ratio on the display unit. Corporate organization restructuring simulation system.   The transfer verification processing method for specified assets will be applied for a period of 3 years from the date of commencement of the fiscal year in which the specified qualified merger, etc. has occurred, and the specified qualified merger will exceed 3 years from the specified capital relationship date. 2. The corporate organization restructuring simulation system according to claim 1, wherein the calculation period is calculated according to a judgment formula of an application period in which the application period is “a period until five years have passed since the specified capital relationship date”. .   2. The business organization reorganization simulation system according to claim 1, wherein the specific asset transfer verification processing means performs processing on the condition that a qualified merger is performed with a capital relationship exceeding 50%.   Loss carried forward transition calculation processing means computes ordinary loss, profit after tax, tax return adjustment total, loss carried forward to the next period, and total current loss Item 1. The corporate organization restructuring simulation system according to item 1.   The deemed dividend calculation processing means that the deemed dividend amount is calculated as follows: “Market value of merged company's shares and other merger grants, etc .− {Amount of capital, etc. on the day before the merger × (Number of shares held by shareholders immediately before merger / Issuance of merged corporations” 2. The corporate organization restructuring simulation system according to claim 1, wherein the calculation is performed using a formula for calculating a non-paid dividend.   The means for calculating profits / losses on the transfer calculates the gains / losses on transfer as “the amount of money delivered, etc.-the amount of deemed dividends-[book value immediately before the surplus x {retained capital surplus as a result of capital reimbursement / 2. The corporate organization restructuring simulation system according to claim 1, wherein the simulation is performed using a formula for calculating the profit or loss of transfer of “value—the book value of the liability)}]”.   2. The corporate organization reorganization according to claim 1, wherein the merger ratio calculation processing means calculates the merger ratio by a net asset method, a comparable company ratio method, a DCF method, or a calculation formula using the calculation method of the merger ratio. Simulation system. A computer program that operates on a processing device of a corporate organization restructuring simulation system that simulates corporate organization restructuring,
The book value of the asset entered from the input section is set in the asset book value / market price comparison table, and the book value of the asset is calculated by calculating the difference in book value / market price data, total net assets, and total liabilities / net assets.・ Book value / market price comparison processing means for assets to be set in the market price comparison table;
The book value / market price data of the specific asset for transfer verification input from the input unit is set in the transfer verification table of the specific asset to calculate the difference between the book price / market price data of the specific asset, and from the input unit Specific asset transfer verification processing means for performing processing for calculating the application period and setting it in the transfer verification table for the specific asset according to the determination formula for the application period based on the input date of the specific capital relationship;
Based on the financial data of the merged company stored in the financial data storage area, it calculates the loss carryforward transition data for each fiscal year and stores it in the loss carryover transition data storage area. Carried loss transition calculation processing means for performing processing to be displayed on the display unit;
A deemed dividend calculation processing means for calculating a deemed dividend amount according to a deemed dividend calculation formula, storing the calculated deemed dividend amount in a deemed dividend amount storage area, and displaying the deemed dividend amount on the display unit;
According to the calculation formula for the transfer profit / loss, the transfer profit / loss is calculated and stored in the transfer profit / loss storage area, and the transfer profit / loss calculation processing means for displaying the transfer gain / loss on the display unit;
A program comprising: a merger ratio calculation processing means for calculating a merger ratio according to a merger ratio calculation formula and storing the calculated merger ratio in a merger ratio storage area and displaying the merger ratio on the display unit. .

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