Article 11General Rules on Secondary Tax Liability
第十一条(第二次納税義務の通則)
When the head of a local government intends to collect the local government levies of a taxpayer or special collection agent from a person who has secondary tax liability under the following Article through Article 11-10 or Article 12-2, paragraph (2) or (3) (hereinafter referred to as a "secondary taxpayer"), the head of the local government must notify that person by a written notice of payment or remittance stating the amount to be paid or remitted, the time limit for payment or remittance, the place of payment or remittance, and other necessary matters.
When a secondary taxpayer does not pay local government levies in full by the time limit for payment or remittance referred to in the preceding paragraph, the head of the local government must, except in the case of advance collection under Article 13-2, demand payment by issuing a written reminder for payment or remittance within 20 days after that time limit.
Realization of the property of a secondary taxpayer may be carried out only after the property of the taxpayer or special collection agent referred to in paragraph (1) has been put up for realization, except where there is a risk that the value of the property will decrease significantly.
Where a secondary taxpayer has filed an action regarding the notification under paragraph (1), the demand under paragraph (2), or the delinquent tax collection procedure concerning the local government levies relating to these, realization of that property may not be carried out while the action is pending.
The provisions of the following Article through Article 11-10 and Article 12-2, paragraphs (2) and (3) do not preclude the exercise of the right to reimbursement by a secondary taxpayer against the taxpayer or special collection agent referred to in paragraph (1).
Article 11-2Secondary Tax Liability of Members of General Partnership Companies, etc.
第十一条の二(合名会社等の社員の第二次納税義務)
Where a general partnership company or limited partnership company, or a certified public tax accountant corporation, attorney corporation, registered foreign lawyer corporation, joint corporation of attorneys and registered foreign lawyers, audit corporation, patent attorney corporation, judicial scrivener corporation, certified administrative procedures legal specialist corporation, public consultant on social and labour insurance corporation or land and buildings investigator corporation is delinquent in local government levies, and it is found that the amount to be collected remains insufficient even after carrying out delinquent tax collection procedures on its property, its members (in the case of a limited partnership company and an audit corporation, the unlimited liability members) have secondary tax liability for the local government levies relating to that delinquency. In this case, those members are jointly and severally liable.
合名会社若しくは合資会社又は税理士法人、弁護士法人、外国法事務弁護士法人、弁護士・外国法事務弁護士共同法人、監査法人、弁理士法人、司法書士法人、行政書士法人、社会保険労務士法人若しくは土地家屋調査士法人が地方団体の徴収金を滞納した場合において、その財産につき滞納処分をしてもなおその徴収すべき額に不足すると認められるときは、その社員(合資会社及び監査法人にあつては、無限責任社員)は、当該滞納に係る地方団体の徴収金の第二次納税義務を負う。この場合において、その社員は、連帯してその責めに任ずる。
Article 11-3Secondary Tax Liability of Liquidators, etc.
第十一条の三(清算人等の第二次納税義務)
Where a juridical person has been dissolved and has made the distribution of residual assets or the delivery of residual assets without paying or remitting the local government levies that are to be imposed on that juridical person or that it was to pay or remit, the liquidator and the persons who received the distribution or delivery of the residual assets (excluding persons to whom the provisions of the preceding Article apply; the same applies hereinafter in this paragraph) have secondary tax liability for the local government levies relating to that delinquency, only where it is found that the amount to be collected remains insufficient even after carrying out delinquent tax collection procedures on that juridical person; provided, however, that the liquidator is liable to the extent of the value of the property distributed or delivered, and the persons who received the distribution or delivery of the residual assets are liable to the extent of the value of the property they received, respectively.
Where a trust prescribed in Article 175 of the Trust Act has been terminated, and the liquidating trustee of that trust (meaning a liquidating trustee prescribed in Article 177 of that Act; the same applies hereinafter in this paragraph) has delivered property belonging to the trust property to residual property beneficiaries, etc. (meaning residual property beneficiaries, etc. prescribed in Article 182, paragraph (2) of that Act; the same applies hereinafter in this paragraph) without paying the local government levies that are to be imposed on that liquidating trustee or that the liquidating trustee was to pay or remit (limited to those for which the obligation to pay or remit becomes an obligation covered by the trust property; the same applies hereinafter in this paragraph), the liquidating trustee (limited to a liquidating trustee liable to perform the obligation to pay or remit those local government levies only with property belonging to the trust property; hereinafter in this paragraph referred to as the "specified liquidation trustee") and the residual property beneficiaries, etc. have secondary tax liability for the local government levies relating to that delinquency, only where it is found that the amount to be collected remains insufficient even after carrying out delinquent tax collection procedures on that liquidating trustee; provided, however, that the specified liquidation trustee is liable to the extent of the value of the property delivered, and the residual property beneficiaries, etc. are liable to the extent of the value of the property received, respectively.
信託法第百七十五条に規定する信託が終了した場合において、その信託に係る清算受託者(同法第百七十七条に規定する清算受託者をいう。以下この項において同じ。)に課されるべき、又はその清算受託者が納付し、若しくは納入すべき地方団体の徴収金(その納付し、又は納入する義務が信託財産責任負担債務となるものに限る。以下この項において同じ。)を納付しないで信託財産に属する財産を残余財産受益者等(同法第百八十二条第二項に規定する残余財産受益者等をいう。以下この項において同じ。)に給付をしたときは、その清算受託者に対し滞納処分をしてもなおその徴収すべき額に不足すると認められる場合に限り、清算受託者(信託財産に属する財産のみをもつて当該地方団体の徴収金を納付し、又は納入する義務を履行する責任を負う清算受託者に限る。以下この項において「特定清算受託者」という。)及び残余財産受益者等は、その滞納に係る地方団体の徴収金につき第二次納税義務を負う。ただし、特定清算受託者は給付をした財産の価額の限度において、残余財産受益者等は給付を受けた財産の価額の限度において、それぞれその責めに任ずる。
Article 11-4Secondary Tax Liability of Family Corporations
第十一条の四(同族会社の第二次納税義務)
Where a person delinquent in payment holds shares or capital contributions in a company that would fall under a company prescribed in Article 2, item (x) of the Corporation Tax Act if that person were selected as the shareholder or member serving as the basis for the determination (hereinafter in this Chapter referred to as a "family corporation"), and there is a reason listed below with respect to those shares or capital contributions, and it is found that the amount of local government levies to be collected remains insufficient even after carrying out delinquent tax collection procedures on that person's property (excluding those shares or capital contributions), that company has secondary tax liability for the local government levies relating to that delinquency, to the extent of the value of the shares or capital contributions held by that person (excluding those acquired at least one year before the statutory payment due date for the local government levies relating to that delinquency (meaning the time limit by which local tax is to be paid or remitted under the provisions of this Act or the Prefectural or Municipal Ordinances based on it (excluding time limits relating to an amended return, a late return, a reassessment or determination, advance collection or deferment of collection, and other time limits specified by Cabinet Order); for the second and subsequent payment periods of a local tax whose payment period is divided, the due date for payment of its first payment period; and, for demand fees, delinquency charges, additional charges for understatement, additional charges for failure to file, substantial additional charges and expenses for the delinquent tax collection procedure, that time limit for the local tax that gave rise to the collection; the same applies hereinafter in this Chapter)):
滞納者がその者を判定の基礎となる株主又は社員として選定した場合に法人税法第二条第十号に規定する会社に該当する会社(以下本章において「同族会社」という。)の株式又は出資を有する場合において、その株式又は出資につき次に掲げる理由があり、かつ、その者の財産(当該株式又は出資を除く。)につき滞納処分をしてもなお徴収すべき地方団体の徴収金に不足すると認められるときは、その者の有する当該株式又は出資(当該滞納に係る地方団体の徴収金の法定納期限(この法律又はこれに基づく条例の規定により地方税を納付し、又は納入すべき期限(修正申告、期限後申告、更正若しくは決定、繰上徴収又は徴収の猶予に係る期限その他政令で定める期限を除く。)をいい、地方税で納期を分けているものの第二期以降の分については、その第一期分の納期限をいい、督促手数料、延滞金、過少申告加算金、不申告加算金、重加算金及び滞納処分費については、その徴収の基因となつた地方税の当該期限をいう。以下本章において同じ。)の一年前までに取得したものを除く。)の価額を限度として、当該会社は、当該滞納に係る地方団体の徴収金の第二次納税義務を負う。
that even after the shares or capital contributions have been put up for realization again, there is no purchaser;
その株式又は出資を再度換価に付してもなお買受人がないこと。
that, because there are restrictions on the transfer of the shares or capital contributions under an Act or the articles of incorporation, or because share certificates have not been issued, there is an obstacle to transferring them.
その株式若しくは出資の譲渡につき法律若しくは定款に制限があり、又は株券の発行がないため、これらを譲渡することにつき支障があること。
The value of the shares or capital contributions of a family corporation referred to in the preceding paragraph is the amount calculated on the basis of the amount obtained by dividing the amount obtained by deducting the total amount of liabilities from the total amount of assets of that company at the time of issuing the written notice of payment or remittance referred to in Article 11, paragraph (1) by the number of those shares or capital contributions.
Whether a company is a family corporation referred to in paragraph (1) is determined according to its status at the time of issuing the written notice of payment or remittance referred to in Article 11, paragraph (1).
head of a local governmentmachine translation
「地方団体の長」
The governor of a prefecture (道府県知事) or the mayor of a municipality (市町村長).
Defined inArticle 1, paragraph (1), item (ii)· applies throughout the law
local taxmachine translation
「地方税」
A prefectural tax or a municipal tax, as Article 1(1)(iv) of the Local Tax Act defines local tax.
Defined inArticle 1, paragraph (1), item (iv)· applies throughout the law
special collection agentmachine translation
「特別徴収義務者」
A person obliged to collect a local tax by special collection (特別徴収) and pay it in (Article 1, paragraph 1, item 10).
Defined inArticle 1, paragraph (1), item (x)· applies throughout the law
local government leviesmachine translation
「地方団体の徴収金」
A local tax (地方税) together with its demand fee (督促手数料), delinquency charge (延滞金), additional charge for understatement (過少申告加算金), additional charge for failure to file (不申告加算金), substantial additional charge (重加算金) and delinquent disposition costs (滞納処分費).
Defined inArticle 1, paragraph (1), item (xiv)· applies throughout the law
obligation covered by the trust propertymachine translation
「信託財産責任負担債務」
In Chapter 1, an obligation covered by the trust property as defined in Article 2, paragraph 9 of the Trust Act: a debt that a trustee is liable to perform with the property belonging to the trust property (信託財産).
Defined inArticle 9-4, paragraph (1)· applies only in this chapter
secondary taxpayermachine translation
「第二次納税義務者」
A person who has a secondary tax liability (第二次納税義務) under Articles 11-2 to 11-10 or Article 12-2, paragraph 2 or 3 for local tax collection money (地方団体の徴収金) owed by a taxpayer or special collector (特別徴収義務者), from whom the head of the local government collects it by a written notice stating the amount, the deadline and the place of payment.
Short name set inArticle 11, paragraph (1)
residual property beneficiaries, etc.machine translation
「残余財産受益者等」
As defined in Article 182, paragraph 2 of the Trust Act, the beneficiaries whom the terms of a trust name to receive its residual property (残余財産受益者) and the persons they name as those to whom the residual property is to belong (帰属権利者).
Defined inArticle 11-3, paragraph (2)· applies only in this paragraph
liquidating trusteemachine translation
「清算受託者」
As defined in Article 177 of the Trust Act, the trustee of a trust after the trust has ended, who completes its current business, collects the claims of the trust property and pays its debts, and delivers its residual property.
Defined inArticle 11-3, paragraph (2)· applies only in this paragraph
specified liquidation trusteemachine translation
「特定清算受託者」
The liquidation trustee (清算受託者) of a trust ended as Article 175 of the Trust Act provides who is liable for the trust's local government collection money (地方団体の徴収金) only out of the trust property; where it hands that property to the residual property beneficiaries, etc. (残余財産受益者等) without paying the money, it bears secondary tax liability (第二次納税義務) up to the value of the property handed over.
Short name set inArticle 11-3, paragraph (2)· applies only in this paragraph
statutory payment due datemachine translation
「法定納期限」
The deadline by which a local tax must be paid or remitted under the Local Tax Act or an ordinance (条例) made under it, not counting the deadlines for an amended return, a late return, a reassessment or determination, accelerated collection or a collection deferral, or others a Cabinet Order (政令) sets; for a tax paid in instalments, the first instalment's deadline counts for the later ones, and for a demand fee (督促手数料), a delinquency charge (延滞金), an additional charge for understatement or failure to file, a substantial additional charge (重加算金) or delinquency disposition costs (滞納処分費), the deadline of the tax they arise from.
Defined inArticle 11-4, paragraph (1)· applies only in this provision
family corporationmachine translation
「同族会社」
A family corporation as defined in Article 2, item 10 of the Corporation Tax Act; whether a corporation is one is judged as things stood when the act or calculation in question took place.
Defined inArticle 72-43, paragraph (3)
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.
Prefectural or Municipal Ordinance
条例
A rule a local government makes for itself: a prefecture (都道府県), a city, town or village (市町村), or one of Tokyo's special wards (特別区) (Local Autonomy Act, Articles 1-3, 281 and 283). Its assembly (議会), whose members the residents elect, passes it (Articles 89 and 96, paragraph (1), item (i)), and its head — the governor or the mayor (Article 139) — promulgates it, that is, makes it public so that it can take effect (Article 16). The Constitution lets local governments make them within the limits of Acts (Constitution, Article 94), and one may not go against the national laws and regulations (法令), such as Acts, Cabinet Orders (政令) and Ministerial Orders (省令) (Local Autonomy Act, Article 14, paragraph (1)). Unless national laws and regulations provide otherwise, a local government can impose a duty or restrict a right only by one of these (Article 14, paragraph (2)), and it may write into one penalties for breaking it, within limits the Local Autonomy Act sets (Article 14, paragraph (3)). It is made for that local government's own affairs (Article 2, paragraph (2) and Article 14, paragraph (1)), so the same matter can be handled differently from one place to the next. It is a local rule, not a national one: an "ordinance" in the name of a national rule, such as an Ordinance for Enforcement of an Act, is usually a Ministerial Order (省令) or another national instrument.
Written by AI using Constitution, Art. 94 and Local Autonomy Act, Arts. 1-3, 2, 14, 16, 89, 96, 139, 281, 283 as a reference.