【初心者向け】本当に使える５つのM&Aスキームをアニメーションで公認会計士が紹介

This video provides an easy-to-understand introduction to M&A schemes, a methodology for executing M&A. We use animations to clearly explain the mechanisms of five schemes that are easy to use in M&A for small and medium-sized enterprises, as well as carefully explain the features of each scheme and how to choose one. By watching until the end, you will have acquired the basic knowledge to choose the M&A scheme that is best for you. ■Cast Junichi Furuhat (CPA/Tax Accountant) President and CEO of STR Consulting, Inc. Leveraging his background as a buyer company representative, he has handled numerous M&A consultations since going independent. He will explain based on advanced theory, real-world experience, and the latest on-site information. ■Chapters 00:00 Explaining the Five Major M&A Schemes 07:05 Explaining the Five M&A Schemes with Animation 20:28 How to Choose an M&A Scheme Without Regret ■For Sellers! Download "The Book That Explains Everything You Need to Know About Successful M&A" https://str.co.jp/lp/ebook ■Information about the 90-Day M&A Starter Strategy Course https://str.co.jp/lp/start ■STR Consulting Official Website https://str.co.jp/ [Related Videos] ■[From 2025 onwards] A Tax Accountant Explains the Taxes Sellers Pay in M&A!    • 【2026年まで】M&Aで売り手が払う税金を専門税理士が整理して解説！   ■A Small Mistake Can Lead to Tax Hell! A Tax Accountant Explains the Taxation of Mergers in an Easy-to-Understand Way    • 少しのミスで税金地獄！「合併」の税制を専門税理士がわかりやすく解説【動画で学ぶM&A】   ■Animated Explanation of the Mechanisms and Advantages and Disadvantages of Stock Exchanges    • 株式交換の仕組みとメリットデメリットをアニメーションで解説【動画で学ぶM&A】   ■A Thorough Explanation of the "Horizontal Company Split Scheme," a Way to Save on Taxes in M&A! Learn about the mechanisms and disadvantages.    • M&Aで節税にもなる「ヨコの会社分割スキーム」徹底解説！仕組みやデメリットも   ■ Selling your company for 1.5 times the price with business transfer M&A! We also introduce two reasons and disadvantages.    • 事業譲渡のM&Aなら1.5倍高く売れる！2つの理由とデメリットも紹介【動画で学ぶM&A】   [Video Summary] This video uses animation to introduce five M&A schemes that are legal mechanisms for completing the sale and purchase of business organizations and business management rights. These schemes are actually useful in small and medium-sized business M&A. There are five main M&A schemes used in small and medium-sized business M&A, each with its own advantages and disadvantages. However, if you consult with an M&A brokerage firm, they will likely push a simple stock purchase scheme that is convenient for them. To avoid ending up selling your company using a scheme that is not optimal for you, keep these five schemes in mind. ■ Five Major M&A Schemes M&A Scheme 1: "Simple Stock Purchase Scheme" This is the simplest procedure, involving the exchange of stocks for cash. However, this scheme can result in the sale of assets that the seller does not want to sell, potentially incurring additional taxes. The seller must repurchase any assets or businesses that are not included in the transaction, resulting in additional taxes. M&A Scheme 2: "Horizontal Company Split Scheme" This popular scheme combines a split-off and a stock purchase. This method involves transferring the business that the seller does not want to sell to a separate company and then selling the company's shares. It is tax-efficient and has been adopted in many M&A transactions in recent years. However, caution is advised, as failure to meet the prerequisites for a tax-exempt company split could land you in a tax trap. M&A Scheme 3: "Business Transfer Scheme" This scheme, formerly known as a business transfer, involves the sale and purchase of a business itself, rather than a company. The payment is made to the company, not to the shareholders. M&A Scheme 4: "Absorption-Type Split Scheme with Cash Consideration" This has the same outcome as a business transfer, but the procedures are different because it utilizes the company split system. M&A Scheme 5: "Vertical Company Split Scheme" This method involves first converting a business into a subsidiary and then selling the subsidiary's shares. This also has a similar outcome to a business transfer. The three schemes—business transfer, absorption-type split with cash consideration, and vertical company split—are used depending on the size of the company. -------------------------------------------------------------------------------- ▼Key Points for Choosing the Best Scheme for You In the second half of the video, we divide the five schemes into two categories: "stock transfer" and "business transfer," and compare and explain the key points to consider when deciding which to choose. ■Transfer of Licenses and Approvals The schemes you can choose are limited by whether the licenses and permits required for the business can be transferred. ■Recipient of Consideration and Taxes Would you like the sale proceeds to be received by the "individual shareholder" or the "company"? The tax rates also vary significantly, at approximately 20% and 35%. ■ Buyer's Risks Selling a company's entire legal entity means the buyer inherit...