Issuance of a tax opinion letter
Tax considerations,
What Stage of Support Do You Need?
You can start at the stage you need. There is no requirement to purchase every service in sequence. Each service is a separate engagement. Whether the tax authorities respond to an advance inquiry, and the content of that response, are at their discretion.
How to Use Specialist Advice to Prepare for Future Tax Risks
For your tax decision,
A Position Supported by Reasons You Can Explain.
Will this transaction create tax problems? Is the tax treatment of a completed transaction appropriate? A tax opinion is useful when you need a written record of the facts, legal basis, and conclusion beyond an oral consultation.
Our principal, tax accountant Kenji Yanagisawa, formerly of KPMG Tax Corporation, verifies the underlying facts, examines legislation and case law, and sets out the tax consequences and reasons for the conclusions. We accept instructions from individual taxpayers and companies as well as other tax accounting firms.
View Our Experience ／ View a Sample Deliverable ／ Fees and Consultation
Preparing with a Tax Opinion Letter
In Europe, the United States, and elsewhere, tax opinion letters are used to obtain written views from tax professionals. In the United States, written tax advice likewise requires an understanding of the facts and analysis based on reasonable assumptions.
The document helps identify risks before a transaction and decide whether and on what terms to proceed, rather than waiting for the tax authorities to raise concerns. It also records the basis for your decision should your view later differ from the authorities'.
A Tax Opinion Is Not a Certificate Guaranteeing That No Tax Will Arise.It clarifies the assumptions, grounds, and remaining risks to support decision-making and future explanationsIt is.
Reference:U.S. Internal Revenue Service (IRS): Standards for Written Tax Advice
For Past and Future Transactions
Review a Completed Transaction
We review contracts and transaction records and assess the tax implications under the facts and laws applicable at the time. This can help reassess tax return treatment, explain a position during an audit, or obtain a second opinion.
Past facts cannot be changed to suit a preferred outcome. Based on the documents, we identify supportable positions and difficult points.
Review a planned transaction
We examine the tax consequences of planned reorganizations, overseas expansion, asset transfers, and other transactions before implementation. We clarify intended terms and identify changes that could affect the conclusion.
Before a contract or transaction is executed, the findings can inform revisions to the plan.
The Conclusion Is Grounded in Legal Reasoning
We compare legal requirements with evidence-based facts and reach conclusions by applying the law to those facts. Our opinions follow the sequence below so readers can trace the reasoning.
Establish the Facts
Who did what, when, and on what terms? Using contracts, documents, and interviews, we identify facts needed for the analysis and matters not yet verified.
Apply the Law to the Facts
We review laws and tax treaties, as well as administrative circulars and court decisions. We apply each legal requirement to the facts and consider alternative interpretations and risks.
Set Out the Tax Consequences
We state our view of the tax treatment, its basis, and the conditions and qualifications on which the conclusion depends.
Tax Opinions We Have Prepared
We have addressed a wide range of issues, from domestic and international taxation to corporate reorganizations and crypto asset transactions. A selection is shown below. Open each item to view the matters considered.
To protect confidentiality, these examples are organized by issue and omit client names, countries, transaction dates, amounts, and specific structures. The conclusions of individual cases are not presented as generally applicable.
Resident or nonresident status
We have examined the location of a person's principal base of living using facts about residence, work, and family, and analyzed income tax and other consequences on that basis.
We examine the evidence and facts that affect the determination, rather than simply counting days spent abroad.
Non-Residents' Stock Options and Share Transfers
We examined the income tax and local tax treatment of a person living overseas acquiring and exercising share acquisition rights in a Japanese corporation and then selling the resulting shares.
An opinion that separates acquisition, exercise, and transfer, and examines the tax consequences in light of the contract and actual activities.
Corporate Reorganizations, Including Company Splits and In-Kind Contributions
We have reviewed corporation tax and treaty treatment of group reorganizations, including splits of Japanese companies and in-kind contributions by foreign corporations.
We map ownership relationships before and after reorganization, assets and businesses transferred, and the sequence of transactions, then analyze applicable requirements and tax consequences.
Transfers of Japanese Company Shares and Businesses by Foreign Corporations
We have considered Japanese-source income, transfer gains and losses, goodwill, and other issues arising from a foreign corporation's transfer of shares in a Japanese company or transfer of its Japanese branch business.
Even where several transactions are interlinked, we separate the issues and compare domestic law with the relevant tax treaty.
Foreign corporations, overseas foundations, and controlled foreign company (CFC) rules
We have examined the application of CFC rules to overseas corporations, foundations, and related parties.
We do not judge solely by registered ownership or country of incorporation. We establish the underlying facts, including ownership interests, rights, effective control, and the residence arrangements of the parties involved.
Tax Treatment of Crypto Assets and Token Compensation
We have considered the taxation of crypto asset holdings and the timing and valuation of income received as token compensation.
We verify what contractual rights arise and when, how the transactions actually occurred, and analyze their tax treatment.
System Usage Fees and Consumption Tax in Transactions with Overseas Businesses
We examined the consumption tax treatment of system usage fees received by a Japanese business from an overseas business. We have also prepared opinions on consumption tax export exemptions.
We identify what is being provided, to whom, and how, then analyze the transaction according to its nature.
Transfers of Japanese real estate involving foreign corporations and nonresidents
We examined the corporate tax, income tax, and tax treaty treatment of a transfer of Japanese real estate from a foreign corporation to a nonresident.
This opinion examines the tax implications across multiple tax categories, taking into account the parties' positions and the location of assets.
Renovated Second-Hand Real Estate and Fixed Asset Depreciation
We have examined the income tax treatment of depreciation on fixed assets acquired as part of second-hand properties that have undergone restoration or renovation.
We review buildings, equipment, and actual renovation work to identify issues such as asset classifications and useful lives.
Deductibility of Expenditure, Silent Partnership Profit and Loss Allocations, and Withholding Income Tax
We have provided opinions on the deductibility of expenditure and on profit and loss allocations and withholding income tax for silent partnerships.
This area requires examining the substance of the transaction and statutory requirements, not just accounting labels or contract titles.
What Kind of Document Will You Receive?
We produce a document that allows readers to understand why we reached our conclusion, rather than a brief answer alone. Where needed, we attach supporting laws, court decisions, and other materials.
Illustrative Deliverable Sample
For a planned intragroup transaction,
Regarding the Tax Treatment
Yanagisawa International Tax Accounting Firm
Kenji Yanagisawa, Founder and Tax Accountant
I. Assumptions and facts
Based on draft agreements, ownership charts, and other materials provided by Company A, we identify the parties, assets, consideration, and execution timing. We distinguish planned matters from confirmed facts and state the assumptions underlying this opinion.
II. Analysis
We identify the tax issues and applicable laws and tax treaties. We apply their requirements to the stated facts and explain the reasoning step by step, including opposing views and matters requiring further verification.
III. Conclusion
Based on the assumptions and analysis above, we clearly state our view of the transaction's tax implications. We also identify matters requiring reconsideration if the transaction terms or facts change.
IV. Supporting Materials and Matters to Note
We specify the laws and other sources consulted, the transactions and taxes covered, the relevant date, and intended use. Necessary supporting evidence is attached.
This illustrative sample is reconstructed from the structure of actual opinions. It does not reproduce a client's original document or an individual tax determination. Content and length vary by issue.
Choosing Between an Advance Inquiry and a Tax Opinion
In addition to seeking a professional opinion, you may be able to use the tax authorities' Written Response Procedure for Advance Inquiries to confirm tax treatment beforehand. Like a no-action letter, it can help establish the administration's view in advance, but it is not simply a system for guaranteeing that no tax will be imposed.
Advance Inquiry to the National Tax Authorities
This procedure obtains the tax authorities' written view of a specific transaction. Requirements include making the inquiry before the relevant filing deadline and being able to submit the necessary materials. In principle, the inquiry and response are published.
Cases involving alternative factual assumptions or requiring factual findings through on-site verification or similar means are outside scope. A response does not bind the taxpayer's return or other filings.
A Tax Opinion from a Specialist
A professional sets out the facts, applicable law, application of the law to the facts, and conclusion in writing. Even issues unlikely to qualify for an advance inquiry can be considered, with assumptions and uncertainties clearly stated.
It is not approval from the tax authorities and does not bind the authorities or courts. Its role is to support a decision by organizing the necessary evidence and reasoning.
For example, determining resident or nonresident status
Domicile depends on objective facts establishing a person's principal base of living, not simply the number of days spent in a country. Advance inquiries can be difficult where future living circumstances are not settled or the facts cannot be established from documents alone.
In such cases, a tax opinion can set out the facts currently established, planning assumptions, remaining risks, and conditions affecting the conclusion. We consider which approach is more suitable at the initial consultation.Learn more about Advance Ruling Support →
Source on the procedure:National Tax Agency: “Written Responses to Advance Inquiries”
Source on residency determination:National Tax Agency: Classification of Residents and Non-Residents
From Consultation to Delivery
- Confirm the Purpose and Issues at the Initial Consultation
We ask whether the matter concerns a past transaction or a future plan, what needs to be clarified, and to whom you intend to explain it. - Quotation for scope, number of issues, and fees
We identify the necessary documents, relevant taxes, deadline, and intended use, and confirm them before the engagement. - Document review, legal research, and analysis
We ask for missing facts, review supporting materials, and develop our opinion. - Delivery and explanation of the opinion
We explain the conclusion, its assumptions, and points requiring attention. If tax audit support or implementation assistance is needed, we explain these separately.
Three Levels of Support to Match Your Objectives
You can start at the stage you need. There is no requirement to purchase every service in sequence. Each service is a separate engagement. Whether the tax authorities respond to an advance inquiry, and the content of that response, are at their discretion.
Fees
| Initial consultation on your specific circumstances | JPY 55,000 per hour Where consumption tax applies, it is included in the displayed price. Where export exemption applies, the full displayed amount is the consultation fee. Your total payment remains the same in either case. |
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| Preparation and issuance of a tax opinion | JPY 1,000,000 per issue, excluding tax JPY 1,100,000 including tax |
Fees are set by the issues examined, not by page count. In past cases,JPY 7 million for 7 issues (excluding tax)We have also prepared opinions of this scope. Single-issue engagements are welcome.
What counts as one issue and the scope of analysis are determined after reviewing your documents and consultation details, with a quotation provided before work begins. The initial consultation and opinion preparation are charged separately.
Choose How You Would Like to Consult Us.
Consult Directly with Kenji Yanagisawa, Principal and Certified Tax Accountant
For a direct 60-minute consultation with our principal, tax accountant Kenji Yanagisawa, without a preliminary email inquiry, book here. The fee is JPY 55,000 for either an online or in-person consultation.
Where consumption tax applies, it is included in the displayed price. Where export exemption applies, the full displayed amount is the consultation fee. Your total payment remains the same in either case.
You will proceed to the card payment screen. After your application, we will arrange the consultation date, time, and format.
Start with an Email Inquiry
Email inquiries are free. Tell us about the issue you are facing or what you would like to discuss. We will review your inquiry and recommend a paid consultation if you need specific tax judgments or advice.
There is no charge for submitting an inquiry. Please also use this form if you prefer to pay by bank transfer.
Preparation of a tax opinion requires a separate agreement and fee.