Order for Enforcement of the Income Tax Act

Where notice has been given pursuant to the provisions of Article 342 (Notice by a Person Receiving the Consideration for the Transfer of Shares, etc.), the payer of the consideration for the transfer of shares, etc. must, except where the payer has made the confirmation under the provisions of paragraph (4) of the preceding Article, confirm whether the name or title, domicile and individual number or corporate number notified (for a person who has neither an individual number nor a corporate number, a person who has already notified the individual number or an individual who has given the notice under the provisions of Article 342, paragraph (3) (limited to an individual who presented a document confirming a change of address, etc. pursuant to the provisions of paragraph (3) of the preceding Article at the time of that notice), the name or title and domicile; the same applies hereinafter in this paragraph) are the same as the name or title, domicile and individual number or corporate number stated or recorded in the documents prescribed in Article 337, paragraph (2) (Presentation of a Copy of Certificate of Residence and Other Documents in Connection with Notice) as applied mutatis mutandis pursuant to paragraph (2) of the preceding Article, the document confirming a change of address, etc. or the electronic certificate for signature or similar record, that were presented or transmitted to the payer at the time of that notice. In this case, where the person who has given that notice is a person stated in the books prescribed in paragraph (5) of the preceding Article, the payer must confirm respectively whether the name or title, domicile and individual number or corporate number notified are the same as the name or title, domicile and individual number or corporate number stated in those books.

The payer of the consideration for the transfer of shares, etc. must, where the payer has made the confirmation under the provisions of the preceding paragraph or paragraph (4) of the preceding Article, as provided by Ministry of Finance Order, make clear in the books relating to the confirmation under those provisions (including books or documents similar thereto) that the confirmation under those provisions has been made, and preserve those books.

The public and corporate bonds specified by Cabinet Order prescribed in Article 224-3, paragraph (2), item (vii) (Notice by a Person Receiving the Consideration for the Transfer of Shares, etc.) of the Act are to be the Norinchukin Bank bonds prescribed in Article 2, paragraph (2), item (iv) (Definitions) of the Agricultural and Fishery Cooperatives Savings Insurance Act (Act No. 53 of 1973) and the discount bonds prescribed in Article 41-12, paragraph (7) (Separate Taxation for Profit from Redemption) of the Act on Special Measures Concerning Taxation for which the provisions of paragraph (1) of that Article apply with regard to the redemption gain prescribed in paragraph (7) of that Article.

The money and other assets specified by Cabinet Order prescribed in Article 224-3, paragraph (3) (Notice by a Person Receiving Delivered Money, etc.) of the Act are to be the following:

money and assets other than money received by a Shareholder, Member, or Other Investor of a corporation (excluding a public interest corporation, etc. prescribed in Article 2, item (vi) (Definitions) of the Corporation Tax Act and an association or foundation without juridical personality; the same applies hereinafter in this paragraph and the following paragraph) by way of a merger of that corporation (including a merger of trusts relating to a Trust Subject to Corporate Taxation) (excluding a merger in which no assets other than shares (including investment units prescribed in Article 2, paragraph (14) (Definitions) of the Act on Investment Trusts and Investment Corporations; the same applies hereinafter in this paragraph and paragraph (4)) of, or capital contributions to, either the acquiring corporation prescribed in Article 112, paragraph (1) (Acquisition Price of Shares, etc. Acquired through Merger) or the parent corporation of the acquiring corporation prescribed in that paragraph have been delivered to the Shareholder, Member, or Other Investor of that corporation (excluding what is delivered as a dividend of surplus, dividend of profits or distribution of surplus relating to shares or capital contributions to that Shareholder, Member, or Other Investor and what is delivered as consideration based on a request for purchase by that Shareholder, Member, or Other Investor who opposes the merger));

money and assets other than money received by a Shareholder, Member, or Other Investor of a corporation by way of a company split of that corporation (excluding a company split in which no assets other than shares of, or capital contributions to, either the succeeding corporation in a company split prescribed in Article 113, paragraph (1) (Acquisition Price of Shares, etc. Acquired through Company Split by Split-Off) or the succeeding parent corporation in a company split prescribed in that paragraph have been delivered as assets as a consideration for a split prescribed in Article 2, item (xii)-9, (a) of the Corporation Tax Act, and those shares or capital contributions have been delivered in proportion to the ratio of the number or amount of shares of the splitting corporation held by each Shareholder, Member, or Other Investor of the splitting corporation prescribed in Article 113, paragraph (2) to the total number or total amount of the issued shares, etc. of that splitting corporation (meaning the issued shares, etc. prescribed in paragraph (1) of that Article; the same applies in the following item));

money and assets other than money received by a Shareholder, Member, or Other Investor of a corporation by way of a share distribution prescribed in Article 2, item (xii)-15-2 of the Corporation Tax Act conducted by that corporation (excluding a share distribution in which no assets other than shares of, or capital contributions to, the wholly owned subsidiary corporation prescribed in Article 113-2, paragraph (1) (Acquisition Price of Shares, etc. Acquired through Share Distribution) have been delivered to the Shareholder, Member, or Other Investor of that corporation, and those shares or capital contributions have been delivered in proportion to the ratio of the number or amount of shares of the corporation making a distribution in kind held by each Shareholder, Member, or Other Investor of the corporation making a distribution in kind prescribed in paragraph (3) of that Article to the total number or total amount of the issued shares, etc. of that corporation making a distribution in kind);

money and assets other than money delivered to a Shareholder, Member, or Other Investor of a corporation by way of a return of capital by that corporation (meaning a return of capital prescribed in Article 25, paragraph (1), item (iv) (Amounts Deemed to Constitute Dividends) of the Act) or as a distribution of residual assets upon the dissolution of that corporation;

money and assets other than money delivered to a Shareholder, Member, or Other Investor of a corporation as a result of that corporation's acquisition of its own shares or investments (excluding an acquisition on the grounds listed in the items of Article 61, paragraph (1) (Method of Calculating the Amount of Stated Capital, etc. Corresponding to Shares Held, etc.) and an acquisition, in the case prescribed in Article 57-4, paragraph (3) (Special Provisions on Capital Gains Due to Share Exchange) of the Act, of the shares or investments listed in items (i) through (iii) of that paragraph);

money and assets other than money delivered to a Shareholder, Member, or Other Investor of a corporation as a result of the cancellation of investments in that corporation (excluding that carried out for acquired investments), the refund of investments in that corporation, the refund of equity interest upon withdrawal or retirement from that corporation, or the extinguishment of shares or investments in that corporation without that corporation acquiring them;

money and assets other than money delivered to a Shareholder, Member, or Other Investor of a corporation as a result of an entity conversion of that corporation (limited to one in which assets other than shares or investments in the corporation that has undergone the entity conversion were delivered upon that entity conversion).

The money specified by Cabinet Order prescribed in Article 224-3, paragraph (3) of the Act is to be money delivered to a share option holder of a corporation (including a holder of a subscription right for new investment units (meaning a subscription right for new investment units prescribed in Article 2, paragraph (17) of the Act on Investment Trusts and Investment Corporations; the same applies hereinafter in this paragraph); the same applies hereinafter in this paragraph) in lieu of the share options in that corporation held by that share option holder (including subscription rights for new investment units) upon a merger or entity conversion of that corporation.

A recipient, in Japan, of the monies or other assets prescribed in Article 224-3, paragraph (3) of the Act (hereinafter referred to as "delivered money, etc." in this paragraph and the following paragraph) (excluding public corporations, etc.; the same applies in the following paragraph) must, by the time of becoming entitled to receive the delivery of that delivered money, etc., and on each occasion, give notice of the person's name or title, address (for a person with no address in Japan, the place specified by Ministry of Finance Order prescribed in paragraph (1) (Notice by Recipients of Consideration for Transferring Shares) of that Article; the same applies hereinafter in this paragraph), and individual number or corporate number (for a person with neither an individual number nor a corporate number, or a person falling under the provisions of Article 342, paragraph (4) (Notice by a Person Receiving the Consideration for the Transfer of Shares, etc.) as read pursuant to the provisions of paragraph (5), the name or title and address), to the deliverer, prescribed in Article 224-3, paragraph (1) of the Act as read pursuant to the provisions of paragraph (3) of that Article, of that delivered money, etc.

Where a recipient of delivered money, etc. has, with regard to the shares or investments that gave rise to the delivery of that delivered money, etc., fallen under the case listed in Article 336, paragraph (2), item (vi) or item (vii) (Notice by Persons Receiving Interest, Dividends, and Similar Income on Deposits and Savings, Shares, etc.) or the case prescribed in Article 339, paragraph (3) (Submission, etc. of Paper-Based Notices for Interest and Similar Income from Bearer Public and Corporate Bonds), or has, with regard to receipt of money or other assets delivered together with that delivered money, etc. that fall under dividends and similar income prescribed in Article 24, paragraph (1) (Dividend Income) of the Act, given notice under the provisions of Article 336, paragraph (1) (including a case where notice under paragraph (1) of that Article is deemed to have been given pursuant to the provisions of paragraph (2) of that Article) or submitted a paper-based notice under the provisions of Article 339, paragraph (1) (including a case where the paper-based notice under paragraph (1) of that Article is deemed to have been submitted pursuant to the provisions of paragraph (3) of that Article), that person is deemed to have given the notice under the preceding paragraph with regard to that delivered money, etc.

The provisions of Article 342, paragraph (4) apply mutatis mutandis to the persons specified by Cabinet Order prescribed in Article 224-3, paragraph (1) of the Act as read pursuant to the provisions of paragraph (3) of that Article, and the provisions of Article 342, paragraph (5) apply mutatis mutandis to the persons specified by Cabinet Order as equivalent to the persons who deliver the monies or other assets prescribed in Article 224-3, paragraph (1) of the Act as read pursuant to the provisions of paragraph (3) of that Article. In this case, in Article 342, paragraph (4), the phrase "the payer prescribed in that paragraph of the consideration for the transfer of shares, etc." is deemed to be replaced with "the deliverer, prescribed in that paragraph, of the delivered money, etc. prescribed in Article 345, paragraph (3) (Notice, etc. by a Person Receiving Delivered Money, etc.)", the phrase "payment of that consideration for the transfer of shares, etc." with "delivery of delivered money, etc.", the phrase "paragraph (2) of the following Article" with "paragraph (2) of the following Article as read pursuant to the provisions of Article 345, paragraph (6)", the phrase "paragraph (4) of the following Article" with "paragraph (4) of the following Article as applied mutatis mutandis pursuant to Article 345, paragraph (6)", and the phrase "persons who receive payment" with "persons who receive delivery".

The provisions of Article 343 (excluding paragraph (3)) (Presentation of a Copy of Certificate of Residence and Other Documents in Connection with Notice by a Person Receiving the Consideration for the Transfer of Shares, etc.) apply mutatis mutandis to the case where the recipient prescribed in paragraph (3) gives the notice under that paragraph, and the provisions of Article 344 (Confirmation, etc. by the Payer of the Consideration for the Transfer of Shares, etc.) apply mutatis mutandis to the case where the notice under that paragraph has been given. In this case, in Article 343, paragraph (1), the phrase "payment of the consideration for the transfer of shares, etc." is deemed to be replaced with "delivery of delivered money, etc. prescribed in Article 345, paragraph (3) (Notice, etc. by a Person Receiving Delivered Money, etc.) (hereinafter referred to as “delivered money, etc.” in this Article and the following Article)", the phrase "the preceding Article" with "that paragraph", the phrase "the payer prescribed in Article 224-3, paragraph (1) (Notice by a Person Receiving the Consideration for the Transfer of Shares, etc.) of the Act of that consideration" with "the deliverer, prescribed in that paragraph, of that delivered money, etc.", and the phrase "referred to as the “payer”" with "referred to as the “deliverer”"; in paragraph (2) of that Article, the phrase "Article 224-3, paragraph (1) of the Act" with "Article 224-3, paragraph (1) of the Act as read pursuant to the provisions of Article 224-3, paragraph (3) (Notice by a Person Receiving Delivered Money, etc.) of the Act"; in paragraphs (4) and (5) of that Article, the phrase "payment of the consideration for the transfer of shares, etc." with "delivery of delivered money, etc.", the phrase "the payer of that consideration" with "the deliverer of that delivered money, etc.", the phrase "the preceding Article" with "Article 345, paragraph (3)", and the phrase "receiving payment" with "receiving delivery"; and in Article 344, paragraph (1), the phrase "Article 342 (Notice by a Person Receiving the Consideration for the Transfer of Shares, etc.), the payer of the consideration for the transfer of shares, etc." with "Article 345, paragraph (3) (Notice, etc. by a Person Receiving Delivered Money, etc.), the deliverer of delivered money, etc.", the phrase "a person who has already notified the individual number or an individual who has given the notice under the provisions of Article 342, paragraph (3) (limited to an individual who presented a document confirming a change of address, etc. pursuant to the provisions of paragraph (3) of the preceding Article at the time of that notice)" with "or a person falling under the provisions of Article 342, paragraph (4) (Notice by a Person Receiving the Consideration for the Transfer of Shares, etc.) as applied mutatis mutandis pursuant to Article 345, paragraph (5)", and the phrase "the documents prescribed in Article 337, paragraph (2) (Presentation of a Copy of Certificate of Residence and Other Documents in Connection with Notice) as applied mutatis mutandis pursuant to paragraph (2) of the preceding Article, the document confirming a change of address, etc." with "the documents prescribed in Article 337, paragraph (2) (Presentation of a Copy of Certificate of Residence and Other Documents in Connection with Notice) as applied mutatis mutandis pursuant to paragraph (2) of the preceding Article", and in paragraph (2) of that Article, the phrase "payer of the consideration for the transfer of shares, etc." with "deliverer of delivered money, etc.".