A stock company that has made an allotment of shares without contribution prescribed in Article 228-3 (Report on Allotments of Shares Without Contribution) of the Act (hereinafter referred to as "allotment of shares without contribution" in this paragraph) to an individual or corporation by a resolution under Article 322, paragraph (1) of the Companies Act (General Meetings of Class Shareholders Where Detriment to Class Shareholders of Certain Class Likely) (including a provision of the articles of incorporation under paragraph (2) of that Article; the same applies in item (iii)) must, pursuant to Article 228-3 of the Act, submit a report stating the following matters, for each person who received the allotment, to the district director with jurisdiction over the location of the head office of the stock company.
個人又は法人に対し会社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。）により法第二百二十八条の三（株式無償割当てに関する調書）に規定する株式無償割当て（以下この項において「株式無償割当て」という。）をした株式会社は、同条の規定により、その割当てを受けた者の各人別に、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 residence, or location of the head office or principal office, and individual number or corporate number of the person who received the allotment of shares without contribution (for a person who has neither an individual number nor a corporate number, the name or title and the domicile or residence, or location of the head office or principal office);
the date on which the allotment of shares without contribution takes effect;
当該株式無償割当ての効力を生ずる年月日
the date on which the resolution under Article 322, paragraph (1) of the Companies Act pertaining to the allotment of shares without contribution was made (in the case 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 a director that made the determination pertaining to the allotment of shares without contribution);
当該株式無償割当てに係る会社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、当該株式無償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）をした年月日
the class and number of shares delivered by the allotment of shares without contribution;
当該株式無償割当てにより交付をした株式の種類及び数
if there is an amount to be paid in exchange for the shares set forth in the preceding item, that amount;
前号の株式と引換えに払い込まれるべき額がある場合には、その額
the value per share of the shares set forth in item (iv) on the date on which the allotment of shares without contribution takes effect;
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 (2).
前項に規定する調書の書式は、別表第九（二）による。
Read this with the articles around it
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)
allotment of shares without contributionmachine translation
「株式無償割当て」
In Article 97-3, paragraph (1), an allotment of shares without contribution as referred to in Article 228-3 of the Income Tax Act: a stock company's allotment of shares without contribution under Article 185 of the Companies Act, made by a resolution under Article 322, paragraph (1) of that Act, including an allotment at a markedly low price that a Cabinet Order (政令) specifies.
Short name set inArticle 97-3, paragraph (1)· applies only in this paragraph
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.