Article 54Special Provisions on the Business Year for Vesting Expenses in Exchange for Restricted Shares
第五十四条（譲渡制限付株式を対価とする費用の帰属事業年度の特例）
In the case where a domestic corporation receives the provision of services from an individual, when restricted shares (meaning shares (including capital contributions) to which restrictions on transfer or other conditions are attached, as specified by Cabinet Order; hereinafter the same applies in this paragraph) that satisfy the following requirements (hereinafter referred to as "specified restricted shares" in this paragraph and paragraph (3)) have been delivered with regard to the amount of expenses for the provision of the services (including when, upon a merger or company split by split-off, restricted shares of the acquiring corporation or succeeding corporation in a company split involved in the merger or company split by split-off that are delivered to a person who holds the specified restricted shares of the acquired corporation or splitting corporation involved in the merger or company split by split-off, or any other restricted shares specified by Cabinet Order (referred to as "succeeding restricted shares" in paragraph (3)), have been delivered), the provisions of this Act apply by deeming that the domestic corporation had received the provision of the services as of the day on which it has been determined that, with regard to the provision of the services, the amount to be included in the individual's revenue pertaining to the amount of employment income as prescribed in the Income Tax Act or other income specified by Cabinet Order, or the amount to be included in the individual's gross revenue, pursuant to the provisions of the Income Tax Act or other laws and regulations on income tax (referred to as the "amount taxable as earnings, etc." in the following paragraph and paragraph (3)) arises for the individual:
内国法人が個人から役務の提供を受ける場合において、当該役務の提供に係る費用の額につき譲渡制限付株式（譲渡についての制限その他の条件が付されている株式（出資を含む。）として政令で定めるものをいう。以下この項において同じ。）であつて次に掲げる要件に該当するもの（以下この項及び第三項において「特定譲渡制限付株式」という。）が交付されたとき（合併又は分割型分割に際し当該合併又は分割型分割に係る被合併法人又は分割法人の当該特定譲渡制限付株式を有する者に対し交付される当該合併又は分割型分割に係る合併法人又は分割承継法人の譲渡制限付株式その他の政令で定める譲渡制限付株式（第三項において「承継譲渡制限付株式」という。）が交付されたときを含む。）は、当該個人において当該役務の提供につき所得税法その他所得税に関する法令の規定により当該個人の同法に規定する給与所得その他の政令で定める所得の金額に係る収入金額とすべき金額又は総収入金額に算入すべき金額（次項及び第三項において「給与等課税額」という。）が生ずることが確定した日において当該役務の提供を受けたものとして、この法律の規定を適用する。
that the restricted shares are delivered to the individual in exchange for the delivery of the claims arising on the individual as the consideration for the provision of the services; or
当該譲渡制限付株式が当該役務の提供の対価として当該個人に生ずる債権の給付と引換えに当該個人に交付されるものであること。
beyond what is listed in the preceding item, that the restricted shares are found to be substantially the consideration for the provision of the services.
In the case prescribed in the preceding paragraph, if the amount taxable as earnings, etc. does not arise for the individual referred to in that paragraph with regard to the provision of the services referred to in that paragraph, the amount of expenses incurred by the domestic corporation receiving the provision of the services due to having received the provision of the services or the amount of loss due to not having been able to receive the provision of all or part of the services is excluded from deductible expenses, when calculating the amount of income of the domestic corporation for each business year.
A domestic corporation that receives the provision of services from the individual referred to in paragraph (1) must attach to its Final Return for the business year a detailed statement concerning the value per share of the specified restricted shares at the time of delivery, the number delivered, the number for which it has been determined in the business year that the amount taxable as earnings, etc. arises or does not arise, and any other status of the specified restricted shares or succeeding restricted shares.
Beyond what is provided for in the preceding paragraph, necessary matters concerning the application of the provisions of paragraph (1) or paragraph (2) are specified by Cabinet Order.