Article 97Report on Dividend Income, etc. Received by the Person of Record
第九十七条（名義人受領の配当所得等の調書）
A person who, in connection with business, receives payment, for another person, of interest and similar income prescribed in Article 23, paragraph (1) (Interest Income) of the Act (referred to as "interest and similar income" in this Article) or dividends and similar income prescribed in Article 24, paragraph (1) (Dividend Income) of the Act (referred to as "dividends and similar income" in this Article) must, pursuant to Article 228, paragraph (1) (Report on Dividend Income, etc. Received by the Person of Record) of the Act, submit a report stating the following matters, for each of those other persons for whom the person receives payment of interest and similar income or dividends and similar income (excluding those for which the report prescribed in Article 225, paragraph (1) (Payment Reports) of the Act or the statement prescribed in Article 227-2 (Statement of Partner Income from a Limited Liability Business Partnership) of the Act is submitted) as the person of record, to the district director with jurisdiction over the location of the office, place of business or other equivalent place of the person receiving the payment that handles affairs relating to contracts under which interest and similar income or dividends and similar income are received for that other person as the person of record:
業務に関連して他人のために法第二十三条第一項（利子所得）に規定する利子等（以下この条において「利子等」という。）又は法第二十四条第一項（配当所得）に規定する配当等（以下この条において「配当等」という。）の支払を受ける者は、法第二百二十八条第一項（名義人受領の配当所得等の調書）の規定により、その者がその名義人として利子等又は配当等（法第二百二十五条第一項（支払調書）に規定する調書又は法第二百二十七条の二（有限責任事業組合等に係る組合員所得に関する計算書）に規定する計算書を提出するものを除く。）の支払を受ける当該他人について、各人別に、次に掲げる事項を記載した調書を、その支払を受ける者の事務所、事業所その他これらに準ずるもので当該他人のためにその名義人として利子等又は配当等の支払を受ける契約に関する事務を取り扱うものの所在地の所轄税務署長に提出しなければならない。
the name or title, domicile (for a person who does not have a domicile in Japan, the place prescribed in Article 81 (Places of Residence, etc. to Be Notified by a Person Without a Domicile in Japan); the same applies hereinafter in this item and paragraph (5), item (i)) and individual number or corporate number (for a person who has neither an individual number nor a corporate number, the name or title and domicile; the same applies in that item) of the other person for whom the person receives payment of interest and similar income or dividends and similar income as the person of record;
the total amount of interest and similar income or dividends and similar income received during the year as the person of record of that other person;
the type of public and corporate bonds, Deposits and Savings, or beneficial interests in jointly managed trusts, Bond Investment Trusts or Bond-Based Investment Trusts Under Public Offering pertaining to the interest and similar income prescribed in the preceding item, the code number of the beneficiary certificate representing that beneficial interest, and the date of payment and amount of that interest and similar income; or the type, and the number of shares or units by issue, of the shares (including investment equity prescribed in Article 2, paragraph (14) (Definitions) of the Act on Investment Trusts and Investment Corporations, bond-based Investment Trusts other than a Bond-Based Investment Trust Under Public Offering, and bond-type beneficial interests), capital contributions, or beneficial interests in Investment Trusts or Specified Trusts That Issue Beneficiary Certificates pertaining to the dividends and similar income prescribed in that item, the amount of those dividends and similar income, and the basis for calculating that amount;
any other matters for reference.
その他参考となるべき事項
In the case referred to in the preceding paragraph, where the total amount of interest and similar income set forth in item (ii) of that paragraph for each person is 30,000 yen or less, or where the total amount of dividends and similar income set forth in that item (for shares issued by a Foreign Corporation that are listed on a financial instruments exchange prescribed in Article 2, paragraph (16) (Definitions) of the Financial Instruments and Exchange Act, for each person handling affairs for those shares, that total amount for each person) is 50,000 yen or less, the report referred to in the preceding paragraph pertaining to that interest and similar income or those dividends and similar income is not required to be submitted.
For the application of the preceding paragraph to interest and similar income pertaining to public and corporate bonds issued outside Japan or to beneficial interests in Bond Investment Trusts or Bond-Based Investment Trusts Under Public Offering (limited to the interest and similar income of overseas public and corporate bonds, etc. prescribed in Article 3-3, paragraph (2) of the Act on Special Measures Concerning Taxation that are subject to the provisions of paragraph (3) (Separate Taxation on Interest Income from Public and Corporate Bonds, etc. Issued outside Japan) of that Article), the amount to be delivered as prescribed in paragraph (3) of that Article is deemed to be the amount of interest and similar income received as prescribed in paragraph (1), item (ii).
For the application of paragraph (2) to dividends and similar income pertaining to beneficial interests in Investment Trusts issued outside Japan (excluding Bond Investment Trusts and Bond-Based Investment Trusts Under Public Offering) or Specified Trusts That Issue Beneficiary Certificates, or to shares (meaning the shares prescribed in Article 83, paragraph (1) (Payment Report on Dividends and Similar Income)) (limited to the dividends and similar income of overseas Investment Trusts, etc. prescribed in Article 8-3, paragraph (2) of the Act on Special Measures Concerning Taxation or the dividends and similar income on foreign shares prescribed in Article 9-2, paragraph (1) of that Act that are subject to the provisions of Article 8-3, paragraph (3) (Separate Taxation, etc. on Dividend Income from Distributions of Proceeds of Investment Trusts, etc. Issued Outside Japan) or Article 9-2, paragraph (2) (Special Provisions on Withholding on Dividend Income from Shares Issued Outside Japan) of that Act), or to dividends and similar income on listed shares, etc. prescribed in Article 9-3-2, paragraph (1) (Special Provisions on Obligation to Withhold Taxes, etc. for Dividends and Similar Income on Listed Shares, etc.) of that Act, the amount to be delivered as prescribed in Article 8-3, paragraph (3), Article 9-2, paragraph (2) or Article 9-3-2, paragraph (1) of that Act is deemed to be the amount of dividends and similar income received as prescribed in paragraph (1), item (ii).
国外において発行された投資信託（公社債投資信託及び公募公社債等運用投資信託を除く。）若しくは特定受益証券発行信託の受益権若しくは株式（第八十三条第一項（配当等の支払調書）に規定する株式をいう。）に係る配当等（租税特別措置法第八条の三第三項（国外で発行された投資信託等の収益の分配に係る配当所得の分離課税等）又は第九条の二第二項（国外で発行された株式の配当所得の源泉徴収の特例）の規定の適用を受ける同法第八条の三第二項に規定する国外投資信託等の配当等又は同法第九条の二第一項に規定する国外株式の配当等に限る。）又は同法第九条の三の二第一項（上場株式等の配当等に係る源泉徴収義務等の特例）に規定する上場株式等の配当等に係る第二項の規定の適用については、同法第八条の三第三項、第九条の二第二項又は第九条の三の二第一項に規定する交付をする金額を第一項第二号に規定する支払を受ける配当等の金額とみなす。
A person who, in connection with business, receives, for another person, payment (including the delivery prescribed in Article 224-3, paragraphs (3) and (4) of the Act; the same applies hereinafter in this paragraph) of consideration for the transfer of shares, etc. (meaning the shares, etc. prescribed in Article 224-3, paragraph (2) (Notice by Recipients of Consideration for Transferring Shares) of the Act; the same applies hereinafter in this paragraph) (meaning the consideration prescribed in paragraph (1) of that Article, and including the money, etc. prescribed in paragraph (3) of that Article and the redemption money, etc. prescribed in paragraph (4) of that Article; the same applies hereinafter in this paragraph) must, pursuant to Article 228, paragraph (2) of the Act, submit a report stating the following matters, for each of those other persons for whom the person receives payment of consideration for the transfer of shares, etc. (excluding those for which the report prescribed in Article 225, paragraph (1) of the Act or the statement prescribed in Article 227-2 of the Act is submitted) as the person of record, to the district director with jurisdiction over the location of the office, place of business or other equivalent place of the person receiving the payment that handles affairs relating to contracts under which consideration for the transfer of shares, etc. is received for that other person as the person of record:
業務に関連して他人のために株式等（法第二百二十四条の三第二項（株式等の譲渡の対価の受領者等の告知）に規定する株式等をいう。以下この項において同じ。）の譲渡の対価（同条第一項に規定する対価をいい、同条第三項に規定する金銭等及び同条第四項に規定する償還金等を含む。以下この項において同じ。）の支払（同条第三項及び第四項に規定する交付を含む。以下この項において同じ。）を受ける者は、法第二百二十八条第二項の規定により、その者がその名義人として株式等の譲渡の対価（法第二百二十五条第一項に規定する調書又は法第二百二十七条の二に規定する計算書を提出するものを除く。）の支払を受ける当該他人について、各人別に、次に掲げる事項を記載した調書を、その支払を受ける者の事務所、事業所その他これらに準ずるもので当該他人のためにその名義人として株式等の譲渡の対価の支払を受ける契約に関する事務を取り扱うものの所在地の所轄税務署長に提出しなければならない。
the name or title, domicile and individual number or corporate number of the other person for whom the person receives payment of consideration for the transfer of shares, etc. as the person of record;
the amount of consideration for the transfer of shares, etc. that was finalized during the year as payable as the person of record of that other person, and the date on which it was finalized;
the number of the shares, etc. set forth in the preceding item by issue (for bond-type beneficial interests and public and corporate bonds, the face value);
the category prescribed in each item of Article 224-3, paragraph (2) of the Act for the shares, etc. set forth in item (ii);
第二号の株式等の法第二百二十四条の三第二項各号に規定する区分
where the contract under which payment of consideration for the transfer of those shares, etc. is received is based on a partnership contract prescribed in Article 667, paragraph (1) (Partnership Contracts) of the Civil Code (including a similar contract in a foreign country; the same applies hereinafter in this item), the following matters:
当該株式等の譲渡の対価の支払を受ける契約が民法第六百六十七条第一項（組合契約）に規定する組合契約（外国におけるこれに類する契約を含む。以下この号において同じ。）に基づくものである場合には、次に掲げる事項
the name of the partnership pertaining to that partnership contract (including a similar entity) and the location of the principal office, place of business or other equivalent place of that partnership;
当該組合契約に係る組合（これに類するものを含む。）の名称及び当該組合の主たる事務所、事業所その他これらに準ずるものの所在地
the total amount of consideration for the transfer, by issue, of the shares, etc. that was finalized during the year as payable as the person of record pertaining to that partnership contract;
the proportion that the amount of consideration for the transfer of shares, etc. received by that other person represents of the amount set forth in (b);
any other matters for reference.
その他参考となるべき事項
A person who accepts negotiable deposits prescribed in Article 228, paragraph (3) of the Act must, pursuant to that paragraph, for each paper-based notice received concerning the transfer or acquisition prescribed in Article 224-2 (Notice of the Transfer of Negotiable Deposits) of the Act, submit a report stating the matters set forth in the items of Article 81-17, paragraph (1) (Paper-Based Notice Regarding Transfer of Negotiable Deposits) that are stated in that paper-based notice, to the district director with jurisdiction over the location of the business office or office at which the negotiable deposits are accepted.
法第二百二十八条第三項に規定する譲渡性預金の受入れをする者は、同項の規定により、その受理した法第二百二十四条の二（譲渡性預金の譲渡等に関する告知）に規定する譲渡又は譲受けに関する告知書について、その受理した告知書ごとに、当該告知書に記載された第八十一条の十七第一項各号（譲渡性預金の譲渡等に関する告知書）に掲げる事項を記載した調書を、その譲渡性預金の受入れをする営業所又は事務所の所在地の所轄税務署長に提出しなければならない。
The forms of the reports referred to in paragraph (1) and the preceding two paragraphs are as per Appended Table VIII (1) through Appended Table VIII (4).
Article 97-2Report on the Exercise of Share Options
第九十七条の二（新株予約権の行使に関する調書）
A stock company that has made the issuance or allotment prescribed in Article 228-2 (Report on the Exercise of Share Options) of the Act, to an individual or a corporation, of share options under Article 238, paragraph (1) of the Companies Act by a resolution under Article 238, paragraph (2) (Determination of Subscription Requirements) of that Act (including the determination of subscription requirements prescribed in Article 239, paragraph (1) (Delegation of Determination of Subscription Requirements) of that Act based on delegation by a resolution under that paragraph and a resolution of the board of directors under Article 240, paragraph (1) (Special Provisions on Determination of Subscription Requirements for Public Company) of that Act; the same applies in item (iii)), of share options under Article 277 (Allotment of Share Options without Contribution) of that Act by a resolution under Article 322, paragraph (1) (General Meetings of Class Shareholders Where Detriment to Class Shareholders of Certain Class Likely) of that Act (including a provision of the articles of incorporation under paragraph (2) of that Article; the same applies in item (iii)), or of share options prescribed in Article 280-21, paragraph (1) (Resolution on Favorable Issuance of Share Options) of the Commercial Code (Act No. 48 of 1899) prior to its amendment by the provisions of Article 64 (Partial Amendment of the Commercial Code) of the Act on Arrangement of Relevant Acts Incidental to Enforcement of the Companies Act (Act No. 87 of 2005) (referred to as the "former Commercial Code" in item (iii)) by a resolution under that paragraph (all of these referred to as "share options" in this paragraph) must, pursuant to that Article, submit a report stating the following matters for each person who exercised the share options pertaining to that issuance or allotment, to the district director with jurisdiction over the location of the head office of that stock company:
個人又は法人に対し会社法第二百三十八条第二項（募集事項の決定）の決議（同法第二百三十九条第一項（募集事項の決定の委任）の決議による委任に基づく同項に規定する募集事項の決定及び同法第二百四十条第一項（公開会社における募集事項の決定の特則）の規定による取締役会の決議を含む。第三号において同じ。）により同法第二百三十八条第一項の新株予約権若しくは同法第三百二十二条第一項（ある種類の種類株主に損害を及ぼすおそれがある場合の種類株主総会）の決議（同条第二項の規定による定款の定めを含む。第三号において同じ。）により同法第二百七十七条（新株予約権無償割当て）の新株予約権又は会社法の施行に伴う関係法律の整備等に関する法律（平成十七年法律第八十七号）第六十四条（商法の一部改正）の規定による改正前の商法（明治三十二年法律第四十八号。第三号において「旧商法」という。）第二百八十条ノ二十一第一項（新株予約権の有利発行の決議）の決議により同項に規定する新株予約権（以下この項において「新株予約権」という。）の法第二百二十八条の二（新株予約権の行使に関する調書）に規定する発行又は割当てをした株式会社は、同条の規定により、その発行又は割当てに係る新株予約権の行使をした者の各人別に、次に掲げる事項を記載した調書を、当該株式会社の本店の所在地の所轄税務署長に提出しなければならない。
the name or title, domicile or place of residence, or the location of the head office or principal office, and individual number or corporate number of the person who exercised the share options (for a person who has neither an individual number nor a corporate number, the name or title and the domicile or place of residence, or the location of the head office or principal office);
the date on which the share options were exercised;
その新株予約権の行使があつた年月日
the date of the resolution under Article 238, paragraph (2) of the Companies Act or the resolution under Article 322, paragraph (1) of that Act (where there is a provision of the articles of incorporation under paragraph (2) of that Article, the resolution of the board of directors or the decision of the director that made the decision concerning the issuance or allotment of those share options), or the resolution under Article 280-21, paragraph (1) of the former Commercial Code, pertaining to the share options that were exercised;
その行使があつた新株予約権に係る会社法第二百三十八条第二項の決議若しくは同法第三百二十二条第一項の決議（同条第二項の規定による定款の定めがある場合にあつては、当該新株予約権の発行又は割当てに係る決定をした取締役会の決議又は取締役の決定）又は旧商法第二百八十条ノ二十一第一項の規定による決議をした年月日
the class and number of the shares delivered upon the exercise of the share options;
その新株予約権の行使により交付をした株式の種類及び数
the amount to be paid in connection with the issuance or allotment of the share options and the amount to be paid upon their exercise;
その新株予約権の発行又は割当てに係る払い込まれるべき額及びその行使に際して払い込まれるべき額
the value per share of the shares of the stock company on the date on which the share options were exercised;
その新株予約権の行使があつた日における当該株式会社の株式の一株当たりの価額
any other matters for reference.
その他参考となるべき事項
The form of the report prescribed in the preceding paragraph is as set out in Appended Table IX (1).
前項に規定する調書の書式は、別表第九（一）による。
Withholdingmachine translation
「源泉徴収」
Withholding as defined in Article 2, paragraph (1), item (xlv) of the Income Tax Act: collecting income tax under Part IV, Chapters I to VI of that Act when making a payment, and paying it over to the government.
Defined inArticle 1, paragraph (1)
individual numbermachine translation
「個人番号」
The individual number (the personal 'My Number') as defined in Article 2, paragraph (5) of the Act on the Use of Numbers to Identify a Specific Individual in Administrative Procedures (Act No. 27 of 2013).
Defined inArticle 1-5, paragraph (1)
corporate numbermachine translation
「法人番号」
A corporate number as defined in Article 2, paragraph (16) of the Act on the Use of Numbers to Identify a Specific Individual in Administrative Procedures.
Defined inArticle 1-5, paragraph (1)
bond-type beneficial interestmachine translation
「社債的受益権」
A class of beneficial interest in a specified-purpose trust (特定目的信託) whose holders receive distributions of a predetermined amount during the trust period, as Article 6-3, item (iv) of the Income Tax Act defines it by reference to Article 230, paragraph (1), item (ii) of the Act on the Securitization of Assets.
Defined inArticle 53, paragraph (1), item (i)
interest and similar incomemachine translation
「利子等」
In Article 97, interest and similar income as Article 23, paragraph (1) of the Income Tax Act defines it: interest on bonds and deposits and distributions of proceeds from jointly managed trusts, bond investment trusts and publicly offered bond-based investment trusts.
Short name set inArticle 97, paragraph (1)· applies only in this article
dividends and similar incomemachine translation
「配当等」
In Article 97, dividends of surplus, dividends of profits, distributions of surplus, distributions of money by investment corporations (投資法人), interest on foundation funds (基金利息), and distributions from investment trusts (other than bond investment trusts) and specified trusts issuing beneficiary certificates, as Article 24, paragraph (1) of the Income Tax Act lists them.
Short name set inArticle 97, paragraph (1)· applies only in this article
shares, etc.machine translation
「株式等」
In Article 97, paragraph (5), the shares, etc. defined in Article 224-3, paragraph (2) of the Income Tax Act: shares (including rights to become a shareholder and share options), other equity interests in corporations, preferred equity investments, beneficial interests in investment trusts and specified beneficiary certificate-issuing trusts, company bond-type beneficial interests (社債的受益権), and bonds other than those the paragraph excludes.
Defined inArticle 97, paragraph (5)· applies only in this paragraph
consideration for the transfermachine translation
「譲渡の対価」
In Article 97, paragraph (5), the consideration for a transfer of shares or similar securities (株式等) as Article 224-3, paragraph (1) of the Income Tax Act describes it, including the money and other assets under paragraph (3) and the redemption money and similar payments (償還金等) under paragraph (4) of that Article.
Defined inArticle 97, paragraph (5)· applies only in this paragraph
share optionmachine translation
「新株予約権」
In Article 97-2, paragraph (1), a share option issued by a resolution under Article 238, paragraph (2) of the Companies Act or allotted without contribution under Article 277 of that Act by a resolution under Article 322, paragraph (1), or a share option issued by a resolution under Article 280-21, paragraph (1) of the former commercial law (旧商法) as it stood before Article 64 of the Act on Arrangement of Relevant Acts Incidental to Enforcement of the Companies Act (Act No. 87 of 2005) amended it.
Short name set inArticle 97-2, paragraph (1)· applies only in this paragraph
former Commercial Codemachine translation
「旧商法」
In Article 97-2, paragraph (1), the commercial law of 1899 (商法, Act No. 48 of 1899) as it stood before Article 64 of the Act on Arrangement of Relevant Acts Incidental to Enforcement of the Companies Act (Act No. 87 of 2005) amended it.
Short name set inArticle 97-2, paragraph (1)· applies only in this provision
articles of incorporation
定款
A company's own basic rules, written by its founders when it is formed: at least its purpose, its trade name, where its head office is, the value of the property contributed at incorporation and who the founders are (Companies Act, Article 27). A stock company's must be certified by a notary before it takes effect (Article 30, paragraph (1)), and can later be changed by a resolution of the shareholders meeting (Article 466). Many rules in the Act apply "unless the articles of incorporation provide otherwise", so a company's articles decide a great deal of how the Act applies to it.
Written by AI using Companies Act, Arts. 26, 27, 30, 466, 575 as a reference.
board of directors
取締役会
The body made up of all of a stock company's directors (Companies Act, Article 362, paragraph (1)). It decides how the company's business is carried out, supervises the directors, and appoints and removes the representative directors (代表取締役) (Article 362, paragraphs (2) and (3)) — except in a company with a nominating committee and the other committees (指名委員会等設置会社), where it appoints representative executive officers (代表執行役) instead (Articles 416 and 420). Some decisions, such as disposing of important assets or borrowing a large amount, it normally may not hand to the directors (Article 362, paragraph (4)). A company with an audit and supervisory committee (監査等委員会設置会社) can hand more of them to directors (Article 399-13, paragraphs (5) and (6)), and a company with the committees hands them to executive officers (執行役) rather than directors (Article 416, paragraphs (3) and (4)). A company chooses in its articles of incorporation whether to have one (Article 326, paragraph (2)), but a public company (公開会社), among others, must (Article 327, paragraph (1)): a public company is one whose articles of incorporation let at least some of its shares change hands without the company's approval (Article 2, item (v)). A company with a board must have at least three directors (Article 331, paragraph (5)).
Written by AI using Companies Act, Arts. 2, 326, 327, 331, 362, 399-13, 416, 420 as a reference.
director
取締役
An officer of a stock company, elected by the shareholders meeting (Companies Act, Article 329, paragraph (1)). Every stock company has at least one (Article 326, paragraph (1)). Where there is no board of directors, the directors run the company's business unless the articles of incorporation say otherwise (Article 348, paragraph (1)), and each of them represents it unless the company has chosen representative directors (代表取締役) or others to do that (Article 349, paragraphs (1) and (3)). Where there is a board (取締役会, board of directors), the directors are its members, and the board decides the business and normally chooses the representative directors from among them (Article 362). The term normally runs to the annual shareholders meeting for the last business year ending within two years of election (Article 332, paragraph (1)).
Written by AI using Companies Act, Arts. 326, 329, 332, 348, 349, 362 as a reference.
district director
税務署長
The head of a tax office (税務署), the local office of the National Tax Agency that deals with taxpayers in its district (Act for Establishment of the Ministry of Finance, Article 24). It is the office a person usually deals with: an income tax return is filed with a district director (Income Tax Act, Article 120, paragraph (1)), and reassessments, determinations and the collection of national tax are done by the district director for the taxpayer's current place for tax payment (Act on General Rules for National Taxes, Articles 30 and 43). A person who objects to what a district director has decided can ask that director to look at it again (再調査の請求) or go straight to the National Tax Tribunal (Article 75, paragraph (1), item (i)) — unless the notice of the decision says officials of a Regional Taxation Bureau or of the National Tax Agency investigated, in which case it counts as the regional commissioner's decision, with the same choice, or as the Commissioner of the National Tax Agency's, which can only be challenged by a request for review to the Commissioner (Article 75, paragraph (2)).
Written by AI using Act for Establishment of the Ministry of Finance, Art. 24, Act on General Rules for National Taxes, Arts. 30, 43, 75 and Income Tax Act, Art. 120 as a reference.