A stock company issuing or allotting share options as referred to in Article 238, paragraph (1) (Determination of Subscription Requirements) of the Companies Act pursuant to a resolution as referred to in paragraph (2) of that Article (or pursuant to a determination of the subscription requirements prescribed in Article 239, paragraph (1) (Entrusting Determination of Subscription Requirements) of that Act as entrusted based on a resolution as referred to in that paragraph; or pursuant to a board of directors resolution under Article 240, paragraph (1) (Special Provisions on Determination of Subscription Requirements for a Public Company) of that Act) (but only share options treated as having particularly favorable conditions or as being of an amount that is particularly favorable to persons receiving them, and other share options prescribed by Cabinet Order); issuing or allotting share options as referred to in Article 277 (Allotment of Share Options without Contribution) of that Act pursuant to a resolution as referred to in Article 322, paragraph (1) (General Meetings of Class Shareholders When Detriment to Class Shareholders of Certain Classes Likely) of that Act (or pursuant to the provisions of the articles of incorporation under paragraph (2) of that Article); or issuing or allotting share options as referred to in Article 280-21, paragraph (1) (Resolution for a Favorable Issue of Share Options) of the Commercial Code (Act No. 48 of 1899) prior to its revision under Article 64 (Partial Revision of the Commercial Code) of the Act Prescribing Adjustments to the Relevant Acts to Coordinate with the Enforcement of the Companies Act (Act No. 87 of 2005) pursuant to a resolution as referred to in that paragraph; to an individual or corporation (but only an issuance or allotment of share options for which it is decided that no money is required to be paid or a similar issuance or allotment as prescribed by Cabinet Order) must submit a report on the exercise of share options by that individual or corporation to the district tax office director pursuant to Ministry of Finance Order if the share options subject to the issuance or allotment are exercised, by January 31 of the year after that in which the day the share options were exercised falls.
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。）により同法第二百三十八条第一項の新株予約権（当該新株予約権を引き受ける者に特に有利な条件又は金額であることとされるものその他の政令で定めるものに限る。）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。）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の発行又は割当て（当該発行又は割当てが金銭の払込みを要しないこととするものその他これに類するもので政令で定めるものに限る。）をした株式会社は、当該発行又は割当てをした当該新株予約権の行使があつた場合には、財務省令で定めるところにより、その行使をした個人又は法人の当該新株予約権の行使に関する調書を、当該行使をした日の属する年の翌年一月三十一日までに、税務署長に提出しなければならない。
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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.
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.