Contents Attachment 1 Act on Special Measures concerning Taxation Act on Special ... ·...

Contents

Attachment 1 Act on Special Measures concerning Taxation

Attachment 2 Supplementary Provisions [Act No. 15 of March 31, 2016]

Attachment 3 Act on Special Provisions of the Income Tax Act, the Corporation Tax Act and the Local Tax Act Incidental to Enforcement of Tax Treaty

Attachment 4 Order for Enforcement of the Act on Special Measures concerning Taxation

Attachment 5 Supplementary Provisions [Cabinet Order No. 159 of March 31, 2016]

Attachment 6 Ordinance for Enforcement of the Act on Special Measures concerning Taxation

Attachment 7 Commissioner’s Directive on Interpretation of the Act on Special Measures concerning Taxation

Attachment 8 Commissioner’s Directive on the Operation of Transfer Pricing (Administrative Guidelines)

Attachment 9 Commissioner’s Directive on Form of Application and Reporting on Corporation Taxation (Form No.128)



Attachment 12 Leaflet on Voluntary Provision of Country-by-Country Report

Attachment 13 Administrative affairs concerning the provision of matters of notification of the ultimate parent entity pertaining to a specified MNE group and matters pertaining to the representative provider where there are several entities obligated to provide matters of notification of the ultimate parent entity, country-by-country report and master file(“the MNE Notification”) (Administrative Circular)

Attachment 1

○ Act on Special Measures concerning Taxation (Provision of Country-by-Country Report pertaining to Specified MNE Group) Article 66-4-4 (1) Each of domestic corporations that are constituent entities of a specified MNE group (limited to those that fall under the ultimate parent entity or surrogate parent entity; hereinafter the same shall apply in this paragraph) shall provide the competent district director of the tax office with jurisdiction over the location of the head office or principal office of the domestic corporation with the country-by-country report (meaning a report stating the revenue, profit before income tax, income tax paid and other matters specified by Ordinance of the Ministry of Finance of each country or territory where business activities of constituent entities of a specified MNE group are carried out; hereinafter the same shall apply in this Article) pertaining to each fiscal year of the ultimate parent entity of the specified MNE group within one year from the day following the last day of each fiscal year of the ultimate parent entity by the means using a specified electronic data processing system (meaning a means specified by Ordinance of the Ministry of Finance as the means using an electronic data processing system provided for in Paragraph (1), Article 3 of the Act on the Utilization of Information and Communications Technology in Administrative Procedure, etc., which shall be notified to the district director of the tax office in advance as specified by Ordinance of the Ministry of Finance in order to be used; hereinafter the same shall apply in this Article and the following Article), as specified by Ordinance of the Ministry of Finance. (2) Each of domestic corporations that are constituent entities of a specified MNE group (excluding those that fall under the ultimate parent entity or surrogate parent entity; hereinafter the same shall apply in this paragraph) or foreign corporations having permanent establishments that are such constituent entities shall, when falling under the case specified by the authority executing tax-related laws and regulations in the tax jurisdiction of the ultimate parent entity (or the surrogate parent entity if it is designated) of the specified MNE group, as the case where it is found that such tax jurisdiction is unable to provide Japan with the country-by-country report, by a cabinet order therein provide the country-by-country report pertaining to each fiscal year of the ultimate parent entity of the specified MNE group to the competent district director of the tax office with jurisdiction over the location of the head office or principal office of the domestic corporation in cases of domestic corporations, or of that with jurisdiction over the location of the office, place of business or any other place equivalent thereto pertaining to business activities carried out through the permanent establishments of the foreign corporation (if there are two or more such offices or places, the location of the

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principal office or place from among them) in cases of foreign corporations, within one year from the day following the last day of each fiscal year of the ultimate parent entity by the means using a specified electronic data processing system, as specified by Ordinance of the Ministry of Finance. (3) Where there are several domestic corporations and foreign corporations having permanent establishments which shall be obligated to provide the country-by-country report pertaining to the specified MNE group under the preceding paragraph as provided for therein, and if any one of such domestic corporations and foreign corporations having permanent establishments provides, on behalf of such corporations, the competent district director of the tax office pertaining to the corporation as provided for in the same paragraph with the name and other matters specified by Ordinance of the Ministry of Finance of each corporation that is to provide the country-by-country report as provided for therein, within one year from the day following the last day of each fiscal year of the ultimate parent entity by the means using a specified electronic data processing system as set forth therein, corporations other than such corporation that is to provide the country-by-country report as provided for therein on behalf of them shall, notwithstanding the provisions thereof, not be required to so provide such report. (4) The meanings of the terms listed in the following items as used in this Article and the following Article shall be as prescribed respectively in those items: (i) Enterprise group: This shall mean, from among a collection of enterprises, the collection of enterprises specified by Cabinet Order, for which consolidated financial statements (meaning financial statements stating the status of property and profit and loss of the collection of enterprises on a consolidated basis in accordance with an accounting standard that is generally accepted as fair and appropriate; the same shall apply in Item (iv)) of the collection of enterprises are to be prepared. (ii) MNE group: This shall mean, from among enterprise groups, the enterprise group specified by Cabinet Order, which has two or more tax jurisdictions of constituent entities of the enterprise group or any other group. (iii) Specified MNE group: This shall mean, from among MNE groups, the MNE group that holds the amount specified by Ordinance of the Ministry of Finance of one hundred billion yen or more, as gross revenue of the MNE group in the fiscal year of the ultimate parent entity immediately prior to the then current fiscal year. (iv) Constituent entities: These shall mean entities specified by Cabinet Order (meaning a company, an association or any of other business entities equivalent thereto (including those equivalent thereto in foreign countries); hereinafter the same shall apply in this item and Item (viii)), the status of property and profit and loss of which is

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stated in the consolidated financial statements of an enterprise group on a consolidated basis and other entities specified by Cabinet Order. (v) Ultimate parent entity: This shall mean, from among constituent entities of an enterprise group, the constituent entity specified by Cabinet Order, which controls each organ making decisions on the financial and business policies (meaning the shareholders meeting or any other organ equivalent thereto) of other constituent entities of the enterprise group (hereinafter referred to as the "parent entity" in this item), and does not have its own parent entity. (vi) Surrogate parent entity: This shall mean any one of constituent entities of a specified MNE group other than the ultimate parent entity, as designated by such ultimate parent entity to be the entity that is to provide the country-by-country report or matters equivalent thereto of the specified MNE group to the authority executing tax-related laws and regulations in the tax jurisdiction (limited to a country or territory other than the tax jurisdiction of the ultimate parent entity) of the constituent entity. (vii) Fiscal year of the ultimate parent entity: This shall mean a period of time that is a unit used for the calculation of the property and profit and loss of the ultimate parent entity. (viii) Tax jurisdiction: This shall mean the country or territory prescribed in any of the following sub-items according to the category of the entity listed therein: (a) The entity that is, as specified in the laws and regulations of a foreign country, to have its head office, principal office, place where its business is managed and controlled or any other place equivalent thereto in the foreign country, on which tax equivalent to corporation tax is levied by having such office or place therein (excluding the entity listed in (c)): The foreign country; (b) The entity that has its head office or principal office in a foreign country (excluding the entity listed in (a)): The foreign country; or (c) The entity that has its head office or principal office in Japan: Japan. (5) Each of domestic corporations that are constituent entities of a specified MNE group or foreign corporations having permanent establishments that are such constituent entities shall provide matters of notification of the ultimate parent entity (meaning matters specified by Ordinance of the Ministry of Finance, as information on the ultimate parent entity and surrogate parent entity of a specified MNE group; the same shall apply in the following paragraph) pertaining to each year of the ultimate parent entity of the specified MNE group to the competent district director of the tax office with jurisdiction over the location of the head office or principal office of the domestic corporation in cases of domestic corporations, or of that with jurisdiction over the

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location of the office, place of business or any other place equivalent thereto pertaining to business activities carried out through the permanent establishments of the foreign corporation (if there are two or more such offices or places, the location of the principal office or place from among them) in cases of foreign corporations, no later than the last day of each fiscal year of the ultimate parent entity by the means using a specified electronic data processing system. (6) Where there are several domestic corporations and foreign corporations having permanent establishments which shall be obligated to provide matters of notification of the ultimate parent entity pertaining to the specified MNE group under the preceding paragraph as provided for therein, and if any one of such domestic corporations and foreign corporations having permanent establishments provides, on behalf of such corporations, the competent district director of the tax office pertaining to the corporation as provided for in the same paragraph with the name and other matters specified by Ordinance of the Ministry of Finance of each corporation that is to provide matters of notification of the ultimate parent entity as provided for therein, no later than the last day of each fiscal year of the ultimate parent entity by the means using a specified electronic data processing system as set forth therein, corporations other than such corporation that is to provide matters of notification of the ultimate parent entity as provided for therein on behalf of them shall, notwithstanding the provisions thereof, not be required to so provide such matters. (7) In the event of a failure to provide the country-by-country report to the district director of the tax office as provided for in Paragraph (1) or (2) no later than the due date for providing such report without justifiable grounds, the representative person (including the administrator of an association or foundation without juridical personality; the same shall apply in the following paragraph), agent, employee or any other worker of a corporation who has committed such violation shall be punished by a fine of not more than 300,000 yen; provided, however, that such person may be exculpated in light of circumstances. (8) When the representative person, agent, employee or any other worker of a corporation has committed a violation set forth in the preceding paragraph with regard to the operations of the corporation, not only the offender shall be punished but also the corporation shall be punished by the fine prescribed in the same paragraph. (9) Where the provisions of the preceding paragraph shall apply to an association or foundation without juridical personality, its representative person or administrator shall represent the association or foundation without juridical personality with regard to its procedural act, and the legal provisions concerning criminal procedures that are

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applicable in the case where a corporation stands as the accused or the suspect shall apply mutatis mutandis. (10) In addition to the provisions of the preceding three paragraphs, the necessary matters concerning the application of the provisions of Paragraphs (1) to (6) shall be specified by Cabinet Order.

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Attachment 2

○ Supplementary Provisions [Act No. 15 of March 31, 2016] (Effective Date) Article 1 This Act shall come into force as from April 1, 2016; provided, however, that the provisions listed in the following items shall come into force as from the day prescribed respectively therein: (Transitional Measures concerning Special Provisions for Taxation on Transactions with Foreign Related Parties) Article 98 (1) The provisions of Paragraphs (6) and (7), Article 66-4 of the Act on Special Measures concerning Taxation as revised shall apply to corporation tax on corporations for the fiscal year starting on and after April 1, 2017. (2) The provisions of Paragraphs (8), (9), (11) and (12), Article 66-4 of the Act on Special Measures concerning Taxation as revised shall apply to corporation tax on corporations for the fiscal year starting on and after April 1, 2017, and with regard to corporation tax on corporations for the fiscal year starting prior to the same day, the provisions then in force shall remain applicable. (3) The provisions of Paragraphs (4) and (5), Article 66-4-3 of the Act on Special Measures concerning Taxation as revised shall apply to corporation tax on foreign corporations for the fiscal year starting on and after April 1, 2017. (4) The provisions of Paragraphs (6), (7) and (14), Article 66-4-3 of the Act on Special Measures concerning Taxation as revised shall apply to corporation tax on foreign corporations for the fiscal year starting on and after April 1, 2017, and with regard to corporation tax on foreign corporations for the fiscal year starting prior to the same day, the provisions then in force shall remain applicable. (5) The provisions of Article 66-4-4 of the Act on Special Measures concerning Taxation as revised shall apply to the country-by-country report provided for in Paragraph (1) of the same Article pertaining to the fiscal year of the ultimate parent entity (meaning the fiscal year of the ultimate parent entity provided for in Item (vii), Paragraph (4) of the same Article; the same shall apply in the following paragraph) which is to start on and after the effective date. (6) The provisions of Article 66-4-5 of the Act on Special Measures concerning Taxation as revised shall apply to the business summary report provided for in Paragraph (1) of the same Article pertaining to the fiscal year of the ultimate parent entity which is to start on and after the effective date.

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Attachment 3

○ Act on Special Provisions of the Income Tax Act, the Corporation Tax Act and the Local Tax Act Incidental to Enforcement of Tax Treaty Article 8-2 (Providing Information to Contracting Party)

The Minister of Finance may provide the authorities enforcing acts pertaining to taxation in

Contracting Party (hereinafter referred to in this article as “tax authorities of Contracting Party”)

with the information deemed contributing to the performance of the duties of those authorities, in

accordance with the stipulations of Tax Treaty concluded between Japan and Contracting Party. This

provision shall not apply, however, in cases corresponding to any of the following:

1. The tax authorities of Contracting Party are deemed unable to provide Japan with information

corresponding to the information that would be provided by Japan.

2. It is deemed that the confidentiality of the information that would be provided by Japan pursuant

to this Act could not be guaranteed in the Contracting Party concerned.

3. There is deemed to be a risk that the information that would be provided by Japan pursuant to this

Act might be used for other purpose except for contributing to the performance of the duties of the

tax authorities of Contracting Party.

4. There is deemed to be a risk that the providing such information might harm Japan’s national

interests.

5. The tax authorities of Contracting Party are, when a request for such information has been made by that Contracting Party, deemed not to pursue regular means available in acquiring information requested (except where use of such means would be extremely difficult).

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Attachment 4

○ Order for Enforcement of the Act on Special Measures concerning Taxation (Provision of Country-by-Country Report pertaining to Specified MNE Group) Article 39-12-4 (1) The case specified by Cabinet Order as prescribed in Paragraph (2), Article 66-4-4 of the Act shall be the case falling under any of the cases listed in the following items: (i) In the tax jurisdiction (meaning the tax jurisdiction provided for in Item (viii), Paragraph (4), Article 66-4-4 of the Act, which shall be limited to a contracting country or party to a tax convention or any other international agreement entered into by Japan (limited to such agreement that provides that the contracting countries shall exchange information on the assessment and collection of taxes with each other) other than Japan; the same shall apply in the following item and Item (iii)) of the ultimate parent entity provided for in Item (v) of the same paragraph (or the surrogate parent entity (meaning the surrogate parent entity provided for in Item (vi) of the same paragraph; hereinafter the same shall apply in this item) if it is designated; in the following item and Item (iii), collectively referred to as the "ultimate parent entity") of a specified MNE group (meaning the specified MNE group provided for in Item (iii) of the same paragraph; the same shall apply in the following item and Item (iii)), where the necessary measures to require the provision of the country-by-country report (meaning the country-by-country report provided for in Paragraph (1) of the same Article; the same shall apply in the following item and Item (iii)) pertaining to each fiscal year of the ultimate parent entity (meaning the fiscal year of the ultimate parent entity provided for in Item (vii), Paragraph (4) of the same Article; the same shall apply in the following item and Item (iii)) set forth in Paragraph (2) of the same Article have not been taken; (ii) Where there is no qualified competent authority agreement, between the Minister of Finance and the competent authority of the tax jurisdiction of the ultimate parent entity of a specified MNE group (meaning an agreement between the Minister of Finance and the competent authority of a country or territory other than Japan to exchange the country-by-country report (hereinafter referred to as the "country-by-country report, etc." in this item) with each other, with regard to the time, method and other details of exchanging the country-by-country report, etc. (referred to as the "competent authority agreement " in the following item), which shall be limited to such agreement then currently in effect as of the day on which one year has passed since the day following the last day of each fiscal year of the ultimate parent entity as set forth in Paragraph (2), Article 66-4-4 of the Act); or (iii) On the last day of each fiscal year of the ultimate parent entity as set forth in Paragraph (2), Article 66-4-4 of the Act, where the tax jurisdiction of the ultimate parent

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Attachment 4

entity of a specified MNE group falls under the country or territory as designated by the Commissioner of the National Tax Agency in the case where it is found that such country or territory is unable to provide Japan with any information in an equivalent manner to that in which Japan is to provide the country or territory with the country-by-country report(excluding the case where there is no competent authority agreement between the Minister of Finance and the competent authority of such tax jurisdiction). (2) The collection of enterprises specified by Cabinet Order as provided for in Item (i), Paragraph (4), Article 66-4-4 of the Act shall be the collection of enterprises listed in the following items: (i) From among a collection of enterprises, the collection of enterprises for which consolidated financial statements (meaning financial statements provided for in Item (i), Paragraph (4), Article 64-4-4 of the Act; hereinafter the same shall apply in this paragraph and Paragraph (4)) of the collection of enterprises are to be prepared (in the case where the status of property and profit and loss of entities (meaning the entities provided for in Item (iv), Paragraph (4) of the same Article; hereinafter the same shall apply in this item and Paragraph (4)) of the collection of enterprises, which controls each organ making decisions on the financial and business policies (meaning the shareholders meeting or any other organ equivalent thereto; referred to as the "decision-making organ" in the same paragraph and Paragraph (5)) of other entities of the collection of enterprises by holding a majority of voting rights pertaining to such other entities of the collection of enterprises, based on its own account, or for other reasons (hereinafter referred to as the "parent entity" in this item), and does not have its own parent entity in such collection of enterprises (referred to as the "controlling entity" in the following item) is stated in the consolidated financial statements of any other collection of enterprises on a consolidated basis, excluding such other collection of enterprises, as well as other collection of enterprises specified by Ordinance of the Ministry of Finance); or (ii) From among a collection of enterprises, the collection of enterprises for which consolidated financial statements are to be prepared if the shares or capital contributions of the controlling entity in such collection of enterprises are listed on the financial instruments exchange provided for in Paragraph (16), Article 2 of the Financial Instruments and Exchange Act (including those equivalent thereto which are established under laws and regulations of foreign countries; referred to as the "financial instruments exchange, etc." in Paragraph (4)) (excluding the collection of enterprises in the case where the status of property and profit and loss of the controlling entity in such

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Attachment 4

collection of enterprises is stated in the consolidated financial statements of any other collection of enterprises on a consolidated basis, and the collection of enterprises specified by Ordinance of the Ministry of Finance as provided for in the preceding item). (3) The enterprise group specified by Cabinet Order as provided for in Item (ii), Paragraph (4), Article 64-4-4 of the Act shall be the enterprise group (meaning the enterprise group provided for in Item (i) of the same paragraph; hereinafter the same shall apply up to Paragraph (5)) in the case where the tax jurisdiction (meaning the tax jurisdiction provided for in Item (viii), Paragraph (4) of the same Article; hereinafter the same shall apply in this paragraph) of all constituent entities (meaning constituent entities provided for in Item (iv), Paragraph (4) of the same Article; hereinafter the same shall apply in this paragraph and Paragraph (5)) of such enterprise group is same, and where there is corporation tax or tax equivalent thereto levied in a country or territory other than the tax jurisdiction of the enterprise group on income arising from business activities carried out through permanent establishments or those equivalent thereto pertaining to any of the constituent entities of such enterprise group which are located in such country or territory. (4) Entities specified by Cabinet Order as provided for in Item (iv), Paragraph (4), Article 66-4-4 of the Act shall be the entities listed in the following items: (i) An entity, the status of property and profit and loss of which is stated in the consolidated financial statements of an enterprise group on a consolidated basis; (ii) An entity excluded from the scope of consolidation in the consolidated financial statements of an enterprise group due to the reason specified by Ordinance of the Ministry of Finance (limited to the entity in the case where other entities of its enterprise group control its each decision-making organ by holding a majority of voting rights pertaining to such other entities of its enterprise group, based on its own account, or for other reasons); (iii) An entity, the status of property and profit and loss of which is stated in the consolidated financial statements on a consolidated basis, which are to be prepared if the shares or capital contributions of the controlling entity in such enterprise group (meaning the entity that controls each decision-making organ of other entities of its enterprise group by holding a majority of voting rights pertaining to such other entities of its enterprise group, based on its own account, or for other reasons (hereinafter referred to as the "parent entity" in this item), and does not have its own parent entity in such enterprise group; the same shall apply in the following item) are listed on any of the financial instruments exchange, etc.; and

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(iv) An entity excluded from the scope of consolidation due to the reason specified by Ordinance of the Ministry of Finance as provided for in Item (ii) of this paragraph, in the consolidated financial statements of an enterprise group which are to be prepared if the shares or capital contributions of the controlling entity in the enterprise group are listed on any of the financial instruments exchange, etc. (limited to the entity in the case where other entities of its enterprise group control its each decision-making organ by holding a majority of voting rights pertaining to such other entities of its enterprise group, based on its own account, or for other reasons). (5) The constituent entity specified by Cabinet Order as provided for in Item (v), Paragraph (4), Article 66-4-4 of the Act shall be the constituent entity, from among constituent entities of an enterprise group, which controls each decision-making organ of other entities of the enterprise group by holding a majority of voting rights pertaining to such other entities of the enterprise group, based on its own account, or for other reasons. (6) The Commissioner of the National Tax Agency shall give a public notice when designating a country or territory as provided for in Item (iii) of Paragraph (1).

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Attachment 5

○ Supplementary Provisions [Cabinet Order No. 159 of March 31, 2016] (Transitional Measures concerning Provision of Country-by-Country Reports pertaining to Specified MNE Groups) Article 23 With regard to the application of the provisions of Paragraph (1), Article 39-12-4 of the Order for Enforcement as revised in the fiscal year of the ultimate parent entity provided for in Item (vii), Paragraph (4), Article 66-4-4 of the Act as revised which is to start during the period between the effective date and March 31, 2017, the phrase "any of the cases listed in the following items" in the same paragraph shall be deemed to be replaced with "the case listed in Item (iii)."

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○ Ordinance for Enforcement of the Act on Special Measures concerning Taxation (Provision of Country-by-Country Report pertaining to Specified MNE Group) Article 22-10-4 (1) Matters specified by Ordinance of the Ministry of Finance as prescribed in Paragraph (1), Article 66-4-4 of the Act shall be the matters listed in the following items: (i) For each tax jurisdiction (meaning the tax jurisdiction provided for in Item (viii), Paragraph (4), Article 64-4-4 of the Act; hereinafter the same shall apply in this paragraph, Paragraph (9) of this Article, and Item (xii), Paragraph (1) of the following Article) of constituent entities (meaning constituent entities provided for in Item (iv), Paragraph (4), Article 64-4-4 of the Act; hereinafter the same shall apply in this paragraph and Paragraph (1) of the following Article) of a specified MNE group (meaning the specified MNE group provided for in Item (iii), Paragraph (4), Article 64-4-4 of the Act; hereinafter the same shall apply in this paragraph and Paragraph (1) of the following Article) (in the case where business activities are carried out through permanent establishments or those equivalent thereto pertaining to any of such constituent entities, which are located in a country or territory other than their tax jurisdiction, including such country or territory; collectively referred to as the "tax jurisdiction" in the following item), revenue (including whether it is the revenue pertaining to transactions among constituent entities of such specified MNE group or the revenue pertaining to transactions between any of constituent entities of such specified MNE group and any person other than such constituent entities), profit before income tax, income tax paid, income tax accrued, stated capital or capital contributions, accumulated earnings, the number of employees and tangible assets other than cash and cash equivalents; (ii) For each tax jurisdiction of constituent entities of a specified MNE group, the name of each constituent entity, the name of the country or territory where the head office or principal office of the constituent entity is located in the case where the tax jurisdiction of such constituent entity is different from such country or territory (if the country or territory where the head office or principal office of the constituent entity is located is different from the country or territory where such constituent entity was incorporated, such country or territory of incorporation), and details of the principal business of each constituent entity; and (iii) Other matters for reference with regard to matters listed in the preceding two items. (2) With regard to notification and other procedures in the case where a domestic corporation set forth in Paragraph (1), Article 66-4-4 of the Act is to provide the competent district director of the tax office provided for in Paragraph (1) of the same

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Article with the country-by-country report (meaning the country-by-country report provided for in the same paragraph; the same shall apply in the following paragraph up to Paragraph (5)) using a specified electronic data processing system provided for in the same paragraph, the provisions of Article 4 of the Ministerial Ordinance on the Utilization of Information and Communications Technology in Administrative Procedure, etc. pertaining to Laws and Regulations related to National Taxes shall be applied. (3) The means specified by Ordinance of the Ministry of Finance as provided for in Paragraph (1), Article 64-4-4 of the Act shall be the means of transmitting the country-by-country report as provided for in Paragraph (1), Article 5 of the Ministerial Ordinance on the Utilization of Information and Communications Technology in Administrative Procedure, etc. pertaining to Laws and Regulations related to National Taxes. (4) The country-by-country report to be provided as provided for in Paragraph (1) or (2), Article 66-4-4 of the Act shall be made in English. (5) Matters specified by Ordinance of the Ministry of Finance as provided for in Paragraph (3), Article 64-4-4 of the Act shall be the matters listed in the following items concerning corporations that are not to be required to provide the country-by-country report set forth in the same paragraph if there is a corporation providing such report on behalf of them and the provisions of the same paragraph shall apply: (i) With regard to domestic corporations from among these corporations, the name, location of the head office or principal office, corporate number and name of the representative person of each domestic corporation (in the case of the domestic corporation that does not have a corporate number, its name, the location of its head office or principal office and the name of its representative person); and (ii) With regard to foreign corporations from among these corporations, the name, location of the head office or principal office, location of the office, place of business or any other place equivalent thereto pertaining to business activities carried out through permanent establishments (if there are two or more such offices or places, the location of the principal office or place from among them; hereinafter the same shall apply in this item), corporate number and name of the person responsible for the management of business activities carried out through permanent establishments of each foreign corporation (in the case of the foreign corporation that does not have a corporate number, its name, the location of its head office or principal office, the location of its office, place of business or any other place equivalent thereto pertaining to business activities carried out through permanent establishments, and the name of the person

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responsible for the management of such business activities). (6) The collection of enterprisess specified by Ordinance of the Ministry of Finance as provided for in Item (i), Paragraph (2), Article 39-12-4 of the Order for Enforcement shall be the collection of enterprisess in the case where the status of property and profit and loss of the controlling entity in such collection of enterprises (meaning the controlling entity provided for in the same item; hereinafter the same shall apply in this paragraph) is stated in the consolidated financial statements (meaning the consolidated financial statements provided for in Item (i), Paragraph (4), Article 66-4-4 of the Act; the same shall apply in the following paragraph and Item (xi), Paragraph (1) of the following Article) of any other collection of enterprises on a consolidated basis, which are to be prepared if the shares or capital contributions of the controlling entity in such other collection of enterprises are listed on any of the financial instruments exchange, etc. provided for in Item (ii), Paragraph (2) of the same Article of the Order for Enforcement. (7) The amount specified by Ordinance of the Ministry of Finance as provided for in Item (iii), Paragraph (4), Article 66-4-4 of the Act shall be the sum of sales, revenues and other profits of a MNE group (meaning the MNE group provided for in Item (ii) of the same paragraph; hereinafter the same shall apply in this paragraph) in the consolidated financial statements (if there is no consolidated financial statement, an amount equivalent to such sum calculated based on the documents clarifying the status of property and profit and loss of the MNE group). (8) The reason specified by Ordinance of the Ministry of Finance as provided for Item (ii), Paragraph (4), Article 39-12-4 of the Order for Enforcement shall be the reason that an entity provided for in Item (iv), Paragraph (4), Article 66-4-4 of the Act lacks significance in terms of its assets, net sales (including revenues from service operations), profit and loss, accumulated earnings, cash flows and other items if the entity is excluded from the scope of consolidation, to the extent that such exclusion would not hinder a reasonable determination on the financial position, operating results and cash flow conditions of the enterprise group as provided for Item (i) of the same paragraph. (9) The matters specified by Ordinance of the Ministry of Finance as provide for in Paragraph (5), Article 66-4-4 of the Act shall be the matters prescribed in either of the following items according to the category listed therein: (i) Where the tax jurisdiction of the ultimate parent entity (meaning the ultimate parent entity provided for in Item (v), Paragraph (4), Article 64-4-4 of the Act, and including the surrogate parent entity (meaning the surrogate parent entity provided for in Item (vi) of the same paragraph; hereinafter the same shall apply in this item) if there is such

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entity; hereinafter the same shall apply in this paragraph) is Japan: The name, location of the head office or principal office, corporate number and name of the representative person of such ultimate parent entity (in the case of the ultimate parent entity that does not have a corporate number, its name, the location of its head office or principal office and the name of its representative person); or (ii) Where the tax jurisdiction of the ultimate parent entity is a foreign country: The name, location of the head office, principal office or place where its business is managed and controlled, corporate number and name of the representative person of such ultimate parent entity (in the case of the ultimate parent entity that does not have a corporate number, its name, the location of its head office, principal office or place where its business is managed and controlled and the name of its representative person). (10) The matters specified by Ordinance of the Ministry of Finance as provided for in Paragraph (6), Article 66-4-4 of the Act shall be the matters listed in the following items concerning corporations that are not to be required to provide matters of notification of the ultimate parent entity set forth in the same paragraph (meaning the matters of notification of the ultimate parent entity provided for in Paragraph (5) of the same Article; hereinafter the same shall apply in this paragraph) if there is a corporation providing such matters on behalf of them and the provisions of Paragraph (6) of the same Article shall apply: (i) With regard to domestic corporations from among these corporations, the name, location of the head office or principal office, corporate number and name of the representative person of each domestic corporation (in the case of the domestic corporation that does not have a corporate number, its name, the location of its head office or principal office and the name of its representative person); and (ii) With regard to foreign corporations from among these corporations, the name, location of the head office or principal office, location of the office, place of business or any other place equivalent thereto pertaining to business activities carried out through permanent establishments (if there are two or more such offices or places, the location of the principal office or place from among them; hereinafter the same shall apply in this item), corporate number and name of the person responsible for the management of business activities carried out through permanent establishments of each foreign corporation (in the case of the foreign corporation that does not have a corporate number, its name, the location of its head office or principal office, the location of its office, place of business or any other place equivalent thereto pertaining to business activities carried out through permanent establishments, and the name of the person responsible for the management of such business activities).

16

Attachment 7

Commissioner’s Directive on Interpretation of the Act on Special Measures concerning Taxation Chapter 11-3 Provision of Country-by-Country Report pertaining to Specified MNE Group Related to Article 66-4-4 (Provision of Country-by-Country Report pertaining to Specified MNE Group) (Scope of Gross Revenue) 66-4-4-1 The gross revenue provided for in Item (iii), Paragraph (4), Article 66-4-4 of the Act on Special Measures means the sum of sales, revenues and other profits of a MNE group (meaning the MNE group provided for in Item (ii) of the same paragraph; hereinafter the same shall apply) in the consolidated financial statements (meaning the consolidated financial statements provided for in Item (i) of the same paragraph; hereinafter the same shall apply) (if there is no consolidated financial statement, an amount equivalent to such sum calculated based on the documents clarifying the status of property and profit and loss of the MNE group). Therefore, it should be noted that all profits recorded in the consolidated financial statements in addition to sales, for example, profits recorded in titles such as interest income and interest on securities, dividends income, gain on sales of securities, exchange gains, reversal of allowances, investment return under the equity method, gain on sales of fixed assets and gain from negative goodwill, are included in such sum. (Conversion of Gross Revenue into Yen) 66-4-4-2 In the case where the consolidated financial statements of a MNE group are indicated in foreign currency, the amount specified by Ordinance of the Ministry of Finance as gross revenue of the MNE group in the fiscal year of the ultimate parent entity immediately prior to the then current fiscal year, as provided for in Item (iii), Paragraph (4), Article 66-4-4 of the Act on Special Measures, shall be converted into yen using the middle rate of the telegraphic transfer rate (meaning the middle rate of the telegraphic transfer rate specified in the Commissioner’s Directive on Interpretation of the Corporation Tax Act No. 13-2-1-2) on the last day of such fiscal year of the ultimate parent entity immediately prior to the then current fiscal year. (Case Where Necessary Measures Have Not Been Taken) 66-4-4-3 The phrase "where the necessary measures to require the provision of matters

17

Attachment 7

equivalent to the country-by-country report … have not been taken" provided for in Item (i), Paragraph (1), Article 39-12-4 of the Order for Enforcement of the Act on Special Measures concerning Taxation means the case where a system to oblige the provision of matters equivalent to the country-by-country report (meaning the country-by-country report provided for in the same item; hereinafter the same shall apply) has not been implemented in the tax jurisdiction (meaning the tax jurisdiction provided for in the same item; hereinafter the same shall apply) of the ultimate parent entity (meaning the ultimate parent entity provided for in the same item; hereinafter the same shall apply). Therefore, it should be noted that the case where the obligation to provide matters equivalent to the country-by-country report is released in the tax jurisdiction of the ultimate parent entity is not included in such case. (Collection of Enterprises for Which Consolidated Financial Statements Are to Be Prepared and to Which Non-listed Corporation Belongs) 66-4-4-4 The phrase "the collection of enterprises for which consolidated financial statements are to be prepared if the shares or capital contributions of the controlling entity in such collection of enterprises are listed on the financial instruments exchange provided for in Paragraph (16), Article 2 of the Financial Instruments and Exchange Act …" provided for in Item (ii), Paragraph (2), Article 39-12-4 of the Order for Enforcement of the Act on Special Measures means the collection of enterprises for which consolidated financial statements are to be prepared if the shares or capital contributions of the controlling entity in such collection of enterprises (meaning the controlling entity provided for in Item (i) of the same paragraph; hereinafter the same shall apply) are listed on any of the financial instruments exchange, etc. provided for in Item (ii) of the same paragraph in Japan, or the country (excluding Japan) or territory where the head office or principal office of such controlling entity is located. (Note) For example, the collection of enterprises to which a large company (meaning the large company provided for in Paragraph (3), Article 444 of the Companies Act) that is obligated to submit the annual securities report provided for in Paragraph 1, Article 24 of the Financial Instruments and Exchange Act if the shares or capital contributions of the controlling entity in such collection of enterprises are listed on the financial instruments exchange (meaning the financial instruments exchange provided for in Paragraph 16, Article 2 of the Financial Instruments and Exchange Act) belongs falls under such collection of enterprises.

18

Attachment 8

1

Commissioner’s Directive on the Operation of Transfer Pricing (Administrative Guidelines) Chapter 2. Country-by-Country Report, Master file and Local file (Appropriate Use of Country-by-Country Report) 2-1 It should be noted that a Country-by-Country Report (meaning the Country-by-Country

report provided for in Paragraph (1), Article 66-4-4 of the Act on Special Measures Concerning Taxation) to be provided in Paragraphs (1) and (2) of the same Article (Provision of Country-by-Country Report pertaining to Specified MNE Group) and a Country-by-Country Report to be provided by information exchange under a tax convention or any other international agreement entered into by Japan (limited to such agreement that provides that the contracting jurisdictions shall exchange information on the assessment and collection of taxes with each other) are to be used for the purpose of assessing risks and statistical analysis, and the arm's length price shall not be calculated based only on the Country-by-Country Reports.

(Correction, etc. of Country-by-Country Report and Master file) 2-2 The Corporation Taxation Group in the Tax Office (meaning the group in charge of

administrative affairs concerning corporation tax in each tax office; hereinafter the same shall apply) or the RTB1 division in charge (excluding the Advance Pricing Arrangement Division in the First Large Enterprises Examination Department of the Tokyo and Osaka Regional Taxation Bureau, and including the Transfer Pricing Division in the First Large Enterprise Examination Department of the Tokyo and Osaka Regional Taxation Bureau, and the group in charge of examinations in each bureau (meaning the group in charge of examinations and guidance on corporation tax in the Large Enterprise Examination (and Criminal Investigation) Department of each Regional Taxation Bureau and in the Large Enterprises Examination Division of the Okinawa Regional Taxation Office); hereinafter the same shall apply in Chapter 2) shall, if there is any error or defect in a Country-by-Country Report or a Master file (meaning the Master file provided for in Paragraph (1), Article 66-4-5 of the Act on Special Measures Concerning Taxation (Provision of Master file pertaining to Specified MNE Group); hereinafter the same shall apply) provided by a domestic corporation or a foreign corporation having a permanent establishment which is a Constituent Entity (meaning the Constituent Entity provided for in Item (iv) of Paragraph (4), Article 66-4-4 of the Act on Special Measures Concerning Taxation) of a Specified MNE Group (meaning the MNE Group provided for in Item (iii), Paragraph (4), Article 66-4-4 of the Act on Special Measures Concerning Taxation; hereinafter the same shall apply), promptly require such domestic corporation or foreign corporation having its permanent establishment which has provided the Country-by-Country Report or Master file to correct the error or compensate the defect.

1 Regional Taxation Bureau

19

Attachment 8

2

(Case of Error, etc. in Country-by-Country Report to be provided by information exchange) 2-3 The Corporation Taxation Group in the tax office or the RTB division in charge shall, if

there is any error or defect in a Country-by-Country Report provided by the authority executing tax-related laws and regulations in a tax jurisdiction (meaning the country or territory provided for in Item (viii), Paragraph (4), Article 66-4-4 of the Act on Special Measures Concerning Taxation) of an Ultimate Parent Entity (meaning the Ultimate Parent Entity provided for in Item (v) of the same paragraph; hereinafter the same shall apply) or a Surrogate Parent Entity (meaning the Surrogate Parent Entity provided for in Item (vi) of the same paragraph) of a Specified MNE Group, promptly contact the NTA2 division in charge (the Corporation Taxation Group in the tax office will contact the NTA division in charge through the RTB Corporation Taxation Divisions).

2 National Tax Agency

20

Attachment 9

Form No.128

Provision of Matters of Notification of the Ultimate Parent Entity pertaining to a Specified MNE Group and Matters pertaining to the Representative Provider Where There Are Several Entities Obligated to Provide the Matters of Notification of the Ultimate Parent Entity, Country-by-Country Report and Master File

(Page 1)

___________ __, 20__

To: District director of the tax office

D

omes

tic c

orpo

ratio

n

Fo

reig

n co

rpor

atio

n

Place for tax payment Postal code

Tel ( ) - Location of the head

office or principal office Postal code

(Furigana)

Corporate name

Corporate number

(Furigana)

Name of the representative person

Con

tent

of

prov

isio

n The company provides:

(1)

(2)

(3)

(4)

Matters of notification of the ultimate parent entity pertaining to a specified MNE group

Matters pertaining to the representative provider where there are several entities obligated to provide matters of notification of the ultimate parent entity

Matters pertaining to the representative provider where there are several entities obligated to provide the country-by-country report

Matters pertaining to the representative provider where there are several entities obligated to provide the master file

(Modification)

(Modification)

(Modification)

(Modification) Fiscal year of the ultimate parent entity subject to the

obligation of provision (From) __________ __, 20__ (to) __________ __, 20__

Mat

ters

of n

otifi

catio

n of

the

ultim

ate

pare

nt e

ntity

Attribute of the provider of the country-by-country report Ultimate parent entity Surrogate parent entity Others

Ulti

mat

e pa

rent

ent

ity

(Furigana)

Name

Place for tax payment

Location of the head office or principal office (Country of the location: )

Corporate number


Surro

gate

par

ent e

ntity

(Furigana)

Name



Corporate number


Rep

rese

ntat

ive

prov

ider

whe

re th

ere

are

seve

ral e

ntiti

es o

blig

ated

to

prov

ide

such

mat

ters

(Furigana)

Name



Corporate number


Signature of a certified public tax accountant

Revised in June 2016

21

Attachment 9

Provision of Matters of Notification of the Ultimate Parent Entity pertaining to a Specified MNE Group and Matters pertaining to the Representative Provider Where There Are Several Entities Obligated to Provide the Matters of Notification of the Ultimate Parent Entity, Country-by-Country Report and Master File

(Page 2)

Rep

rese

ntat

ive

prov

ider

whe

re th

ere

are

seve

ral e

ntiti

es o

blig

ated

to p

rovi

de th

e co

untry

-by-

coun

try re

port

(Furigana)

Name


Location of the head office or principal office ( Country of the location: )

Corporate number


Rep

rese

ntat

ive

prov

ider

whe

re th

ere

are

seve

ral e

ntiti

es o

blig

ated

to p

rovi

de th

e m

aste

r file

(Furigana)

Name


Location of the head office or principal office ( Country of the location: )

Corporate number


22

Attachment 9

Provision of Matters pertaining to the Representative Provider Where There Are Several Entities Obligated to Provide the Matters of Notification of the Ultimate Parent

Entity, Country-by-Country Report and Master File (Appended Table)

Con

tent

of p

rovi

sion

□ Matters of notification of the ultimate parent entity Domestic corporations and foreign corporations having permanent

establishments other than the representative provider where there are several entities obligated to provide those listed in the left column are as follows: □ Country-by-country

report

□ Master file

Corporate category

Corporate name Location of the head office or

principal office

Location of the place such as the principal office

pertaining to business activities

carried out through permanent

establishments

Name of the representative

person Corporate number

Dom

estic

co

rpor

atio

n Fo

reig

n co

rpor

atio

n

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15


23

Attachment 9

Outline of Items Stated in Matters of Notification of the Ultimate Parent Entity

pertaining to the Specified MNE Group

1. These forms (Pages 1 and 2) are to be used to provide information listed below. According to the content provided, the applicable box in the column of the content of provision shall be ticked (when several pieces of information are provided at the same time, all applicable boxes shall be ticked).

If the content already provided is to be modified, the box of the modification shall be ticked. (i) Information on the ultimate parent entity (meaning the ultimate parent entity provided

for in Item (v), Paragraph (4), Article 64-4-4 of the Act on Special Measures concerning Taxation (Provision of Country-by-Country Report pertaining to Specified MNE Group); hereinafter the same shall apply) pertaining to a specified MNE group (meaning the specified MNE group provided for in Item (iii), Paragraph (4) of the same Article; hereinafter the same shall apply) obligated to provide matters of notification of the ultimate parent entity (meaning the matters of notification of the ultimate parent entity provided for in Paragraph (5) of the same Article; hereinafter the same shall apply) as provided for in the same paragraph (including information on the surrogate parent entity (meaning the surrogate parent entity provided for in Item (vi), Paragraph (4) of the same Article; hereinafter the same shall apply) if the ultimate parent entity has designated the surrogate parent entity);

(ii) Information on an entity that is to provide matters of notification of the ultimate parent entity on behalf of entities obligated to provide such matters where there are several such entities as provided for in Paragraph (6), Article 66-4-4 of the Act on Special Measures concerning Taxation;

(iii) Information on an entity that is to provide the country-by-country report (meaning the country-by-country report provided for in Paragraph (3), Article 66-4-4 of the Act on Special Measures concerning Taxation; hereinafter the same shall apply) on behalf of entities obligated to provide such report where there are several such entities; and

(iv) Information on an entity that is to provide the master file (meaning the master file provided for in Paragraph (1), Article 66-4-5 of the Act on Special Measures concerning Taxation (Provision of Master file pertaining to Specified MNE Group); hereinafter the same shall apply) on behalf of entities obligated to provide such report where there are several such entities as provided for in Paragraph (2) of the same Article.

*1. Domestic corporations or foreign corporations having permanent establishments, which are constituent entities (meaning the constituent entities provided for in Item (iv), Paragraph (4), Article 66-4-4 of the Act on Special Measures concerning Taxation; hereinafter the same shall apply) of a specified MNE group, are required to provide matters of notification of the ultimate parent entity, for example, even if the ultimate parent entity is located in a foreign country as its tax jurisdiction (meaning the tax jurisdiction provided for in Item (viii), Paragraph (4) of the same Article) and is

24

Attachment 9

released from the obligation to provide matters equivalent to the country-by-country report in such tax jurisdiction.

*2. When information set forth in (ii), (iii) and (iv) is provided, corporations other than the corporation providing matters of notification of the ultimate parent entity (in the case of the provision of information set forth in (ii)), the country-by-country report (in the case of the provision of information set forth in (iii)) and the master file (in the case of the provision of information set forth in (iv)) on behalf of such corporations obligated to provide such matters and reports respectively are not required to provide them.

2. These matters of notification shall be provided to the competent district director of the tax office in the place for tax payment of the provider using the electronic national tax return filing and payment system (e-Tax) no later than either of the due dates listed below according to the case. (1) In the case of the provision of information set forth in 1. (i) or (ii):

No later than the last day of a fiscal year of the ultimate parent entity (meaning the fiscal year of the ultimate parent entity provided for in Item (vii), Paragraph (4), Article 66-4-4 of the Act on Special Measures concerning Taxation; hereinafter the same shall apply)

(2) In the case of the provision of information set forth in 1. (iii) or (iv): Within one year from the day following the last day of a fiscal year of the ultimate

parent entity * When information set forth in (i) is provided, information set forth in (ii) is allowed to be

provided at the same time. 3. Each column shall be filled in as stated below.

(1) In the column of the domestic corporation and foreign corporation, the applicable box to the provider of these matters of notification shall be ticked.

When the provider is a foreign corporation having permanent establishments, the box of the foreign corporation shall be ticked.

(2) In the column of the place for tax payment, the location listed in either of the following sub-items shall be stated according to the category of the corporation listed therein: a. Domestic corporation: The location of its head office or principal office; or b. Foreign corporation having permanent establishments: The location of the principal

one among the office, place of business or any other place equivalent thereto pertaining to business activities carried out through the permanent establishments.

* If the place for tax payment is designated by the authority such as the regional commissioner of a Regional Taxation Bureau, the designated place for tax payment shall be stated.

(3) In the column of the location of the head office or principal office, the location of the registered head office or principal office shall be stated.

When the provider is a foreign corporation having permanent establishments, the location of its head office or principal office outside Japan shall be stated in this column.

(4) In the column of the corporate number, a corporate number (in 13 digits) shall be stated (this is not required to be stated in cases of a corporation that has no corporate number).

25

Attachment 9

(5) When the provider is a foreign corporation having permanent establishments, in the column of the name of the representative person, the name of the person responsible for the management of business activities carried out through the permanent establishments shall be stated.

(6) In the column of the fiscal year of the ultimate parent entity subject to the obligation of provision, the fiscal year of the ultimate parent entity concerned shall be stated.

(7) Each column of the matters of notification of the ultimate parent entity a. In the column of the attribute of the provider of the country-by-country report, the box

applicable to the provider of the country-by-country report shall be ticked. When the provider of the country-by-country report does not fall under the ultimate

parent entity or the surrogate parent entity, the box of others shall be ticked. b.In the respective columns of the ultimate parent entity, the name, place for tax payment,

location of the head office or principal office, corporate number (it is not required to be stated in cases of a corporation that has no corporate number) and name of the representative person of the ultimate parent entity shall be stated respectively.

When the ultimate parent entity is a foreign corporation, the column of the place for tax payment is not required to be filled in, and in the column of the location of the head office or principal office, the location and country thereof of its head office or principal office outside Japan and those of the place where its business is managed and controlled shall be stated.

c. When the provider of the country-by-country report is the surrogate parent entity, the respective columns of the ultimate parent entity shall be filled in, and also in the respective columns of the surrogate parent entity, the name, place for tax payment, location of the head office or principal office, corporate number (it is not required to be stated in cases of a corporation that has no corporate number) and name of the representative person of the surrogate parent entity shall be stated respectively.

When the surrogate parent entity is a foreign corporation, the column of the place for tax payment is not required to be filled in, and in the column of the location of the head office or principal office, the location and country thereof of its head office or principal office outside Japan and those of the place where its business is managed and controlled shall be stated.

d. The respective columns of the representative provider where there are several entities obligated to provide such matters shall be filled in when information set forth in 1. (ii) is provided. In such respective columns, the name, place for tax payment, location of the head office or principal office, corporate number (it is not required to be stated in cases of a corporation that has no corporate number) and name of the representative person of the corporation providing matters of notification of the ultimate parent entity on behalf of other corporations obligated to provide such matters shall be stated respectively.

When the representative provider is a foreign corporation having permanent establishments, in the column of the place for tax payment, the location of the principal one among the office, place of business or any other place equivalent thereto pertaining

26

Attachment 9

to business activities carried out through the permanent establishments shall be stated, and in the column of the location of the head office or principal office, the location and country thereof of its head office or principal office outside Japan shall be stated. Furthermore, in the column of the name of the representative person, the name of the person responsible for the management of business activities carried out through the permanent establishments shall be stated.

(8) The respective columns of the representative provider where there are several entities obligated to provide the country-by-country report shall be filled in when information set forth in 1. (iii) is provided. In such respective columns, the name, place for tax payment, location of the head office or principal office, corporate number (it is not required to be stated in cases of a corporation that has no corporate number) and name of the representative person of the corporation providing the country-by-country report on behalf of other corporations obligated to provide such report shall be stated respectively.

When the representative provider is a foreign corporation having permanent establishments, in the column of the place for tax payment, the location of the principal one among the office, place of business or any other place equivalent thereto pertaining to business activities carried out through the permanent establishments shall be stated, and in the column of the location of the head office or principal office, the location and country thereof of its head office or principal office outside Japan shall be stated. Furthermore, in the column of the name of the representative person, the name of the person responsible for the management of business activities carried out through the permanent establishments shall be stated.

(9) The respective columns of the representative provider where there are several entities obligated to provide the master file shall be filled in when information set forth in 1. (iv) is provided. In such respective columns, the name, place for tax payment, location of the head office or principal office, corporate number (it is not required to be stated in cases of a corporation that has no corporate number) and name of the representative person of the corporation providing the master file on behalf of other corporations obligated to provide such report shall be stated respectively.

When the representative provider is a foreign corporation having permanent establishments, in the column of the place for tax payment, the location of the principal one among the office, place of business or any other place equivalent thereto pertaining to business activities carried out through the permanent establishments shall be stated, and in the column of the location of the head office or principal office, the location and country thereof of its head office or principal office outside Japan shall be stated. Furthermore, in the column of the name of the representative person, the name of the person responsible for the management of business activities carried out through the permanent establishments shall be stated.

(10) When information set forth in 1. (ii), (iii) and (iv) is provided, the Provision of Matters pertaining to the Representative Provider Where There Are Several Entities Obligated to Provide the Matters of Notification of the Ultimate Parent Entity, Country-by-Country Report and Master File (Appended Table) shall also be used to provide information on

27

Attachment 9

corporations that are not to be required to provide such matters and reports. (11) The Provision of Matters pertaining to the Representative Provider Where There Are

Several Entities Obligated to Provide the Matters of Notification of the Ultimate Parent Entity, Country-by-Country Report and Master File (Appended Table) shall be filled in as stated below. In filling in the Appended Table, information on all corporations that are not to be required to provide such matters and reports by providing information set forth in 1. (ii), (iii) and (iv) shall be required to be stated. a. In the column of the content of provision, the applicable box according to the content

provided shall be ticked. Several pieces of information are allowed to be provided at the same time by all applicable boxes being ticked; however, this shall be limited to the case where all such pieces of information to be provided are same.

b. In the column of the corporate category, the applicable column to the corporation that is not to be required to provide the respective matters and reports shall be encircled.

When such corporation is a foreign corporation having permanent establishments, the column of the foreign shall be encircled.

c. When information on a domestic corporation is stated, the column of the location of the place such as the principal office pertaining to business activities carried out through permanent establishments is not required to be filled in.

d. When information on a foreign corporation having permanent establishments is stated, in the column of the location of the head office or principal office, the location of its head office or principal office outside Japan shall be stated, and in the column of the location of the place such as the principal office pertaining to business activities carried out through permanent establishments, the location of the principal one among the office, place of business or any other place equivalent thereto pertaining to business activities carried out through the permanent establishments shall be stated. Furthermore, in the column of the name of the representative person, the name of the person responsible for the management of business activities carried out through the permanent establishments shall be stated, and in the column of the corporate number, its corporate number (in 13 digits) shall be stated (this is not required to be stated in cases of a corporation that has no corporate number).

28

Attachment 10 Form No.129

Country-by-Country Report pertaining to a Specified MNE Group

___________ __, 20__

To: District director of the tax office


Postal code

Tel ( ) -

Location of the head office or principal

office

Postal code

(Furigana)

Corporate name

Corporate number

(Furigana)

Name of the representative

person

The company provides the country-by-country report pertaining to a specified MNE group.

Fiscal year of the ultimate parent entity subject to the obligation of provision (From) __________ __, 20__ (to) __________ __, 20__

Attribute of the provider of the country-by-country report Ultimate parent entity Surrogate parent entity Others

Ulti

mat

e pa

rent

ent

ity

(whe

re th

e pr

ovid

er is

any

ent

ity o

ther

than

the

ultim

ate

pare

nt e

ntity

)

(Furigana)

Name

Location of the head office, principal office or place where its business is

managed and controlled (Country of the location: )

Corporate number


Date of provision of matters of notification of the ultimate parent entity pertaining to the specified

MNE group ___________ __, 20__

Signature of a certified public tax accountant


29

Attachment 10

Outline of Items Stated in the Country-by-Country Report pertaining to a Specified MNE Group

1. This form is to be used to provide the country-by-country report (meaning the

country-by-country report provided for in Paragraph (1), Article 66-4-4 of the Act on Special Measures concerning Taxation (Provision of Country-by-Country Report pertaining to Specified MNE Group); hereinafter the same shall apply) pertaining to a specified MNE group provided for in the same Article (meaning the specified MNE group provided for in Item (iii), Paragraph (4) of the same Article).

2. This country-by-country report shall be provided to the competent district director of the tax office in the place for tax payment of the provider using the electronic national tax return filing and payment system (e-Tax) within one year from the day following the last day of a fiscal year of the ultimate parent entity (meaning the fiscal year of the ultimate parent entity provided for in Item (vii), Paragraph (4), Article 66-4-4 of the Act on Special Measures concerning Taxation; hereinafter the same shall apply).

3. Each column shall be filled in as stated below. (1) In the column of the place for tax payment, the location listed in either of the following

sub-items shall be stated according to the category of the corporation listed therein: a. Domestic corporation: The location of its head office or principal office; or b. Foreign corporation having permanent establishments: The location of the principal

one among the office, place of business or any other place equivalent thereto pertaining to business activities carried out through the permanent establishments.

* If the place for tax payment is designated by the authority such as the regional commissioner of a Regional Taxation Bureau, the designated place for tax payment shall be stated.

(2) In the column of the location of the head office or principal office, the location of the registered head office or principal office shall be stated.

When the provider is a foreign corporation having permanent establishments, the location of its head office or principal office outside Japan shall be stated in this column.

(3) In the column of the corporate number, a corporate number (in 13 digits) shall be stated (this is not required to be stated in cases of a corporation that has no corporate number).

(4) When the provider is a foreign corporation having permanent establishments, in the column of the name of the representative person, the name of the person responsible for the management of business activities carried out through the permanent establishments shall be stated.

(5) In the column of the fiscal year of the ultimate parent entity subject to the obligation of provision, the fiscal year of the ultimate parent entity concerned shall be stated.

(6) In the column of the attribute of the provider, the box applicable to the provider of the country-by-country report shall be ticked.

When a domestic corporation or a foreign corporation having permanent

30

Attachment 10

establishments that does not fall under the ultimate parent entity (meaning the ultimate parent entity provided for in Item (v), Paragraph (4), Article 66-4-4 of the Act on Special Measures concerning Taxation; hereinafter the same shall apply) or the surrogate parent entity (meaning the surrogate parent entity provided for in Item (vi), Paragraph (4) of the same Article) provides the country-by-country report under the provisions of Paragraph (2) of the same Article, the box of others shall be ticked.

(7) The column of the ultimate parent entity (where the provider is any entity other than the ultimate parent entity) shall be filled in as follows: a. It is not required to be filled in, in the case where the provider of the

country-by-country report is the ultimate parent entity; or b. In cases of the provider of the country-by-country report other than the ultimate parent

entity, the name of its ultimate parent entity located in a foreign country, the location and country thereof of its head office or principal office and those of the place where its business is managed and controlled, its corporate number (it is not required to be stated if there is no corporate number) and the name of the representative person shall be stated.

(8) In the column of the date of provision of matters of notification of the ultimate parent entity pertaining to the specified MNE group, the day on which matters of notification of the ultimate parent entity (meaning the matters of notification of the ultimate parent entity provided for in Paragraph (5), Article 66-4-4 of the Act on Special Measures concerning Taxation; hereinafter the same shall apply) pertaining to the fiscal year of the ultimate parent entity for which the country-by-country report is provided by this form shall be stated (if the content provided has been modified, the latest date of provision shall be stated).

If such matters of notification of the ultimate parent entity have not been provided, they shall be promptly provided.

(9) Where there are several domestic corporations and foreign corporations having permanent establishments obligated to provide the country-by-country report, if any one of such domestic corporations and foreign corporations having permanent establishments provides the country-by-country report on behalf of these corporations, the Provision of Matters of Notification of the Ultimate Parent Entity pertaining to a Specified MNE Group and Matters pertaining to the Representative Provider Where There Are Several Entities Obligated to Provide the Matters of Notification of the Ultimate Parent Entity, Country-by-Country Report and Master file, and the Provision of Matters pertaining to the Representative Provider Where There Are Several Entities Obligated to Provide the Matters of Notification of the Ultimate Parent Entity, Country-by-Country Report and Master File (Appended Table) shall be provided.

(10) To this form, the documents below in which the matters provided for in Paragraph (1), Article 22-10-4 of the Ordinance for Enforcement of the Act on Special Measures concerning Taxation (Provision of Country-by-Country Report pertaining to Specified

31

Attachment 10

MNE Group) are stated shall be attached. The attached documents shall be prepared in English under the provisions of Paragraph (4) of the same Article. Table 1. Overview of allocation of income, taxes and business activities by tax

jurisdiction Table 2. List of all the Constituent Entities of the MNE group included in each

aggregation per tax jurisdiction Table 3. Additional Information

32

Attachment 11 Form No.130

国別報告事項

Country-by-Country Report

表１居住地国等における収入金額、納付税額等の配分及び事業活動の概要

Table 1. Overview of allocation of income, taxes and business activities by tax jurisdiction

多国籍企業グループ名 Name of the MNE group ：

対象事業年度 Fiscal year concerned ：

使用通貨 Currency used ：

居住地国等

Tax

Jurisdiction

収入金額 Revenues 税引前

当期利益

(損失)の額

Profit （Loss）

before

Income Tax

納付税額

Income Tax

Paid （on

Cash Basis）

発生税額

Income Tax

Accrued –

Current

Year

資本金の額

Stated

Capital

利益剰余金

の額

Accumulated

Earnings

従業員の数

Number of

Employees

有形資産（現金及び現

金同等物を除く）の額

Tangible Assets

other than Cash

and Cash

Equivalents

非関連者

Unrelated

Party

関連者

Related

Party

合計

Total

28.06改正

33

Attachment 11

表２居住地国等における多国籍企業グループの構成会社等一覧 Table 2. List of all the Constituent Entities of the MNE group included in each aggregation per tax jurisdiction


対象事業年度 Fiscal year concerned ：

居住地国等

Tax Jurisdiction

居住地国等に所在す

る構成会社等

Constituent

Entities Resident

in the Tax

Jurisdiction

居住地国等が構成

会社等の所在地と

異なる場合の居住

地国等

Tax Jurisdiction

of Organisation or

Incorporation if

Different from Tax

Jurisdiction of

Residence

主要な事業活動 Main business activity（ies）

研究開発

Rese

arch

and

Development

知的財産の保有又は管理

Holding or

Man

agin

g Inte

llec

tua

l Property

購買又は調達

Purc

hasi

ng or Procurement

製造又は生産

Manufacturing or

Pro

duct

ion 販

売、マーケティング又は物流

Sale

s, Mar

keti

ng or Di

stri

butio

n 管理、運営又はサポート・サービス

Admi

nist

rati

ve, Ma

nage

ment

or

Supp

ort Services 非

関連者への役務提供

Prov

isio

n of Se

rvic

es to Unrelated

Part

ies

グループ内金融

Inte

rnal

Gro

up Finance

規制金融サービス

Regu

late

d Financial Services

保険

Insu

ranc

e

株式・その他の持分の保有

Hold

ing Shar

es or Other

Equi

ty

Inst

rume

nts

休眠会社 D

orm

ant

その他 O

the

r1

1.

2.

3.

1.

2.

3.

1 構成会社等の事業活動の性質について、「追加情報」の欄に明記してください。

Please specify the nature of the activity of the Constituent Entity in the “Additional Information” section.

34

Attachment 11

表３追加情報 Table 3. Additional Information


対象事業年度 Fiscal year concerned ：（必要と考えられる追加の情報や国別報告事項に記載された情報への理解を円滑にする説明等を英語で記載してください。） Please include any further breif information or explanation you consider necessary or that would facilitate the

understanding of the compulsory information provided in the Country-by-Country Report.

35

Attachment 11

Outline of Items Stated in the Country-by-Country Report (Tables 1 to 3) Table 1. Overview of allocation of income, taxes and business activities by tax jurisdiction

(1) Scope of information to be stated by tax jurisdiction In Table 1, with regard to the constituent entities (meaning the constituent entities

provided for in Item (iv), Paragraph (4), Article 66-4-4 of the Act on Special Measures concerning Taxation (Provision of Country-by-Country Report pertaining to Specified MNE Group); hereinafter the same shall apply) of a specified MNE group (meaning the specified MNE group provided for in Item (iii) of the same paragraph; hereinafter the same shall apply), information on each constituent entity by its tax jurisdiction (meaning the tax jurisdiction provided for in Item (viii) of the same paragraph; hereinafter the same shall apply)(in the case where the constituent entity carries out business activities through its permanent establishments or those equivalent thereto (hereinafter referred to as "PE") which are located in any country or territory other than its tax jurisdiction, including such country or territory; hereinafter collectively referred to as the "tax jurisdiction") is to be stated.

The constituent entity shall mean the following entity (meaning a company, an association or any of other business entities equivalent thereto (including those equivalent thereto in foreign countries); hereinafter the same shall apply): (i) An entity, the status of property and profit and loss of which is stated in the

consolidated financial statements (meaning the consolidated financial statements provided for in Item (i), Paragraph (4), Article 66-4-4 of the Act on Special Measures concerning Taxation; hereinafter the same shall apply) of an enterprise group (meaning the enterprise group provided for in the same item; hereinafter the same shall apply) on a consolidated basis; * A determination on whether or not the status of property and profit and loss is stated

in the consolidated financial statements shall be made in accordance with the accounting standards adopted by the ultimate parent entity (meaning the ultimate parent entity provided for in Item (v), Paragraph (4), Article 66-4-4 of the Act on Special Measures concerning Taxation; hereinafter the same shall apply). For example, when consolidated financial statements are prepared in accordance with the Ordinance on Terminology, Forms, and Preparation Methods of Consolidated Financial Statements (Ordinance of the Ministry of Finance No. 28 of 1976; hereinafter referred to as the "Ordinance on Consolidated Financial Statements"), a consolidated subsidiary company (meaning the consolidated subsidiary company provided for in Item (iv), Article 2 (Definitions) of the Ordinance on Consolidated Financial Statements; hereinafter the same shall apply) shall be the constituent entity; provided, however, that such entity that is not categorized as a subsidiary company (meaning the subsidiary company provided for in Item (iii) of the same Article; hereinafter the same shall apply) due to being found to have no

36

Attachment 11

effective parent-subsidiary relationship (e.g., reorganization company, bankrupt company) or an affiliated company (meaning the affiliated company provided for in Item (vii) of the same Article; hereinafter the same shall apply) does not fall under the constituent entity. Furthermore, in any fiscal year of the ultimate parent entity (meaning the fiscal year of the ultimate parent entity provided for in Item (vii), Paragraph (4), Article 66-4-4 of the Act on Special Measures concerning Taxation; hereinafter the same shall apply), an entity that separates from a specified MNE group does not fall under the constituent entity.

(ii) An entity excluded from the scope of consolidation in the consolidated financial statements of an enterprise group due to the reason that the entity lacks significance in terms of its assets, net sales (including revenues from service operations), profit and loss, accumulated earnings, cash flows and other items if the entity is excluded from the scope of consolidation, to the extent that such exclusion would not hinder a reasonable determination on the financial position, operating results and cash flow conditions of the enterprise group (limited to the entity in the case where other entities of its enterprise group control its each decision-making organ by holding a majority of its voting rights, based on those own accounts, or for other reasons); * For example, when consolidated financial statements are prepared in accordance

with the Ordinance on Consolidated Financial Statements, the subsidiary company excluded from the scope of consolidation as provided for in Item (ii), Article 5 of the Ordinance on Consolidated Financial Statements falls under such entity.

(iii) An entity, the status of property and profit and loss of which is stated in the consolidated financial statements on a consolidated basis, which are to be prepared if the shares or capital contributions of the controlling entity in such enterprise group (meaning the entity that controls each decision-making organ of other entities of its enterprise group by holding a majority of voting rights pertaining to such other entities of its enterprise group, based on its own account, or for other reasons (hereinafter referred to as the "parent entity"), and does not have its own parent entity in such enterprise group; the same shall apply in the following Item (iv)) are listed on any of financial instruments exchanges; or

* For example, a subsidiary company that is to fall under a consolidated subsidiary company if consolidated financial statements are prepared in accordance with the Ordinance on Consolidated Financial Statements shall be the constituent entity; provided, however, that such entity that is not categorized as a subsidiary company due to being found to have no effective parent-subsidiary relationship (e.g., reorganization company, bankrupt company) or an affiliated company does not fall under the constituent entity.

(iv) An entity excluded from the scope of consolidation in the consolidated financial statements of an enterprise group which are to be prepared if the shares or capital contributions of the controlling entity in the enterprise group are listed on any of

37

Attachment 11

financial instruments exchanges, due to the reason that the entity lacks significance in terms of its assets, net sales (including revenues from service operations), profit and loss, accumulated earnings, cash flows and other items if the entity is excluded from the scope of consolidation, to the extent that such exclusion would not hinder a reasonable determination on the financial position, operating results and cash flow conditions of the enterprise group (limited to the entity in the case where other entities of its enterprise group control its each decision-making organ by holding a majority of its voting rights, based on those own accounts, or for other reasons). * For example, a subsidiary company that is to be excluded from the scope of

consolidation as provided for in Item (ii), Article 5 of the Ordinance on Consolidated Financial Statements if consolidated financial statements are prepared in accordance with the Ordinance on Consolidated Financial Statements shall be the constituent entity.

In the case where the constituent entity carries out business activities through its PE located in any country or territory other than its tax jurisdiction, information on such PE shall be stated in the column of the country or territory where such PE is located. A determination on whether or not business activities are carried out through PE shall be made according to whether or not there is corporation tax or tax equivalent thereto levied in the country or territory of the location of the PE on income arising from business activities carried out through the PE. If there is no tax equivalent to corporation tax in the country or territory of the location of such PE, the determination shall be made according to whether or not business activities are carried out through the PE, as the basic principle.

(2) Financial statements used a. When the country-by-country report (meaning the country-by-country report provided

for in Paragraph (1), Article 64-4-4 of the Act on Special Measures concerning Taxation; hereinafter the same shall apply) is prepared, any one of the financial statements of the constituent entity, the consolidation package (a series of basic data for the preparation of consolidated financial statements) of the ultimate parent entity, and internal management accounting data (hereinafter referred to as "financial statements, etc.") may be used.

The one selected from among financial statements, etc. shall be stated in the column of Table 3. Additional Information, and be continuously used for each fiscal year.

b. With regard to the revenues, profit (loss) before income tax, income tax paid and income tax accrued to be stated in the country-by-country report, there is no problem if the sum of such amounts stated by tax jurisdiction is different from the one stated in consolidated financial statements.

c. When amounts stated in the financial statements, etc. of the constituent entity are stated in the respective columns of the country-by-country report, they shall be converted into the currency indicated in the consolidated financial statements of the ultimate parent entity using the middle rate of the telegraphic transfer rate (meaning the middle rate of

38

Attachment 11

the telegraphic transfer rate specified in the Commissioner’s Directive on Interpretation of the Corporation Tax Act No. 13-2-1-2 (transactions in foreign currency and conversion into yen by the method of conversion at the time of acquisition)) or the average of the telegraphic transfer buying rate (meaning the telegraphic transfer buying rate specified in the same Commissioner’s Directive No. 13-2-1-2) in the fiscal year of such financial statements, etc.

d. Any difference arising from the application of the accounting standards in the tax jurisdiction of the constituent entity is not required to be adjusted.

e. If the fiscal year of the constituent entity is different from the fiscal year of the ultimate parent entity, when such fiscal year of the constituent entity ends on any day within one year prior to the last day of such fiscal year of the ultimate parent entity, information in the financial statements, etc. pertaining to the fiscal year of the constituent entity may be used.

f. When the country-by-country report is prepared using the consolidation package of the ultimate parent entity, the exchange rate used when consolidated financial statements are prepared may be used. Even if a fiscal year is not twelve months, figures are not required to be adjusted to be those based on twelve months.

(3) Name of the MNE group In the column of the name of the MNE group, the name of the ultimate parent entity of

the specified MNE group shall be stated (the same shall apply in Tables 2 and 3). (4) Fiscal year concerned

In the column of the fiscal year concerned, the fiscal year of the ultimate parent entity subject to the obligation of provision shall be stated (the same shall apply in Tables 2 and 3).

(5) Currency used In the column of the currency used, the currency indicated in the consolidated financial

statements of the ultimate parent entity shall be stated (including the currency that is to be indicated if consolidated financial statements are prepared).

(6) Tax Jurisdiction In the columns of the tax jurisdiction, the names of all tax jurisdictions of constituent

entities of the specified MNE group and all countries or territories other than such tax jurisdictions in cases where business activities are carried out through PE pertaining to such constituent entities shall be stated.

A determination on whether or not business activities are carried out through PE shall be made in the same manner as Paragraph (1).

The tax jurisdiction shall mean the following country or territory according to the category of the entity listed in the following items respectively: a. The entity that is, as specified in the laws and regulations of a foreign country, to have

its head office, principal office, place where its business is managed and controlled or any other place equivalent thereto in the foreign country, on which tax equivalent to

39

Attachment 11

corporation tax is levied by having such office or place therein (excluding the entity listed in (c)): The foreign country;

b. The entity that has its head office or principal office in a foreign country (excluding the entity listed in (a)): The foreign country; or

c. The entity that has its head office or principal office in Japan: Japan. (7) Revenues

In the respective columns of the revenues, the sum of all profits recorded in financial statements, etc., in addition to sales, in titles such as interest income and interest on securities, dividends income (excluding dividends received from other constituent entities), gain on sales of securities, exchange gains, reversal of allowances, investment return under the equity method, gain on sales of fixed assets and gain from negative goodwill shall be stated by tax jurisdiction. * With regard to sales transactions of securities and fixed assets, when the gain on sales

from such transactions is recorded in financial statements, etc., such gain on sales shall be the revenues. When gain on sales and loss on sales are separately recorded, loss on sales shall not be deducted from gain on sales; however, when the gain on sales obtained by offsetting gain on sales against loss on sales is recorded, such gain on sales shall be the revenues.

a. Unrelated Party In the column of the unrelated party, the sum of revenues of all constituent entities of

the specified MNE group from any transactions other than transactions among constituent entities shall be stated by tax jurisdiction.

b. Related Party In the column of the related party, the sum of revenues of all constituent entities of

the specified MNE group from transactions among constituent entities shall be stated by tax jurisdiction.

c. Total In the column of the total, the sum of amounts in the above b. and c. shall be stated.

* Common matters to be noted in Paragraphs (7) to (12) and Paragraph (14) The amount stated shall be the minimum integral number (1 yen, 1 dollar, etc.)

excluding numbers after the decimal point, without placing commas. When stating amounts in the unit of one million yen, zero shall be stated for all

numbers less than such unit. (Ex.) One billion and two hundred thirty-four million yen: 1234000000 yen

(8) Profit (Loss) before Income Tax In the column of the profit (loss) before income tax, the sum of profits (losses) before

income tax of all constituent entities of the specified MNE group shall be stated by tax jurisdiction.

The profit (loss) before income tax shall include extraordinary profits and losses. * While the revenues in Paragraph (7) do not include dividends income from other

40

Attachment 11

constituent entities, when the profit (loss) before income tax stated in financial statements, etc. includes dividends from other constituent entities, the amount including such dividends income shall be stated for the profit (loss) before income tax in Paragraph (8).

(9) Income Tax Paid In the column of the income tax paid, the sum of national taxes and local taxes actually

paid on income (e.g., corporation tax, corporate inhabitant tax, enterprise tax) during the fiscal year concerned (including additional taxes pertaining to the fiscal year(s) prior to the fiscal year concerned) by all constituent entities of the specified MNE group shall be stated by tax jurisdiction. When national taxes and local taxes refunded during the fiscal year concerned are recorded in revenues, such refunds shall not be required to be offset against the income tax paid; however, when the amount obtained by offsetting the refunds against the income tax paid is recorded in financial statements, etc., such amount shall be stated in the income tax paid.

The income tax paid shall include not only the tax amount directly paid by the constituent entity (e.g., amount fixed for the first half of the current year, the amount of interim return for the current year) but also the tax amount paid by any other party by withholding at source the income tax pertaining to payment to such constituent entity.

For example, when the company (a) as the constituent entity in the tax jurisdiction (A) loans money to the company (b) as the constituent entity in the tax jurisdiction (B) and the company (b) pays the income tax to be paid as interest to the company (a) by withholding at source in the tax jurisdiction (B), such income tax shall be stated in the column of the tax jurisdiction (A).

(10) Income Tax Accrued In the column of the income tax accrued, the sum of national taxes and local taxes

accrued on income on books for the fiscal year concerned (e.g., amount fixed for the first half of the current year, the amount of interim return for the current year) by all constituent entities of the specified MNE group shall be stated by tax jurisdiction. In the income tax accrued, such tax pertaining to the fiscal year concerned only shall be stated, and deferred tax assets or liabilities and additional taxes pertaining to the fiscal year(s) prior to the fiscal year concerned shall not be included. When national taxes and local taxes refunded during the fiscal year concerned are recorded in revenues, such refunds shall not be required to be offset against the income tax paid; however, when the amount obtained by offsetting the refunds against the income tax paid is recorded in financial statements, etc., such amount shall be stated in the income tax paid.

(11) Stated Capital In the column of the stated capital, the sum of amounts of stated capital or capital

contributions at the end of the fiscal year concerned of all constituent entities of the specified MNE group shall be stated by tax jurisdiction. With regard to PE, if requirements for stated capital are provided by regulation of the tax jurisdiction, the

41

Attachment 11

amount of stated capital or capital contributions allocated to PE shall be stated in the country or territory where PE is located, and if there is no such requirement by regulation of the tax jurisdiction, such amount shall be stated in the tax jurisdiction of PE.

The amount of stated capital or capital contributions shall not include capital surplus. (12) Accumulated Earnings

In the column of the accumulated earnings, the sum of accumulated earnings at the end of the fiscal year concerned of all constituent entities of the specified MNE group shall be stated by tax jurisdiction.

(13) Number of Employees In the column of the number of employees, the total number of employees equivalent

to fulltime workers of all constituent entities of the specified MNE group shall be stated by tax jurisdiction. The number of employees shall be stated based on the number of employees at the end of the fiscal year concerned, the average number of employees during the fiscal year concerned or other standards equivalent thereto. External personnel (independent contractors) involved in the normal business operations of constituent entities may be included in employees. If the distribution of employees among tax jurisdictions is not significantly unbalanced, the number of employees of each tax jurisdiction calculated based on the number obtained by rounding off numbers to an integral number, approximate number or number stated in an annual securities report may be stated; provided, however, that the method of reporting the number of employees shall be continuously used for each fiscal year.

(14) Tangible Assets other than Cash and Cash Equivalents In the column of the tangible assets other than cash and cash equivalents, the sum of

amounts of tangible assets of all constituent entities of the specified MNE group shall be stated by tax jurisdiction. The amount of assets of PE shall be inclusively stated in the column of the tax jurisdiction which is the country or territory where PE is located. These tangible assets shall not include cash, cash equivalents, intangible assets and financial assets (excluding cash and cash equivalents).

For example, when the specified MNE group prepares consolidated financial statements in accordance with the Ordinance on Consolidated Financial Statements, the sum of amounts of inventory assets, tangible fixed assets (the balance obtained by deducting the accumulated depreciation from the acquisition value) and the real property for investment shall be stated.

Table 2. List of all the Constituent Entities of the MNE group included in each aggregation per tax jurisdiction

(1) Tax Jurisdiction In the columns of the tax jurisdiction, the names of tax jurisdictions stated in Table 1

shall be stated. (2) Constituent Entities Resident in the Tax Jurisdiction and PE

42

Attachment 11

In the columns of the constituent entities resident in the tax jurisdiction, the names of all constituent entities of the specified MNE group shall be stated by tax jurisdiction.

With regard to PE, in cases where business activities are carried out through PE in the country or territory where such PE is located, information on such PE shall be stated in the column of the tax jurisdiction which is such country or territory.

A determination on whether business activities are carried out through PE shall be made in the same manner as Paragraph (1) of Table 1.

For the name of PE, the name of the constituent entity having such PE shall also be stated (e.g., ○○ Corp, △△ branch).

(3) Tax Jurisdiction of Organisation or Incorporation if Different from Tax Jurisdiction of Residence

In the column of the tax jurisdiction of organisation or incorporation if different from tax jurisdiction of residence, if the country or territory where the head office or principal office of the constituent entity is different from that where such constituent entity was incorporated, the country or territory of incorporation shall be stated.

(4) Main business activities In the column of the main business activities, with regard to the nature of main

business activities carried out by constituent entities, one or more applicable columns shall be ticked by tax jurisdiction. When the column of the other is ticked, the nature of such business activities by constituent entities shall be clearly indicated in Table 3. Additional Information. * The term "Regulated Financial Services" means, for example, banking business and

securities business.

Table 3. Additional Information Additional information and explanations for Tables 1 and 2 shall be stated in English. If

the type of financial statements, etc. used is different from that for fiscal years prior to the fiscal year concerned, reasons for such difference and financial statements, etc. used shall be stated.

(Other matters to be noted)

Information listed in Tables 1, 2 and 3 is required to be provided through the electronic national tax return filing and payment system (hereinafter referred to as "e-Tax"). In cases of provision through e-Tax, the tax identification number ("TIN") of the constituent entity (or a corporate number (in 13 digits) when a domestic corporation or foreign corporation having PE, as the constituent entity, has the corporate number) is required.

43

Attachment 12

October 2016 National Tax Agency

According to the tax system reform plan in the fiscal year 2016, domestic corporations that are

constituent entities of a MNE group (limited to corporations falling under either the ultimate parent entity or the surrogate parent entity) which holds the amount of one hundred billion yen or more as the consolidated gross revenue of the MNE group in the fiscal year of the ultimate parent entity immediately prior to the then current fiscal year shall provide the competent district director of the tax office with the country-by-country report pertaining to each fiscal year of the ultimate parent entity within one year from the day following the last day of each fiscal year of the ultimate parent entity through the electronic national tax return filing and payment system (e-Tax).

This revision shall apply to the country-by-country report pertaining to the fiscal year of the ultimate parent entity starting on and after April 1, 2016.

On June 29, 2016, the Organization for Economic Cooperation and Development (OECD) announced

the Guidance on the Implementation of Country-by-Country Reporting: BEPS Action 13, which provides that if the ultimate parent entity in a MNE group provides the country-by-country report pertaining to any fiscal year of the ultimate parent entity prior to the fiscal year of the ultimate parent entity in which such report is obligated to be provided (limited to the fiscal year of the ultimate parent entity starting on and after January 1, 2016), other constituent entities of the MNE group are not required to provide such report.

According to this Guidance, if a domestic corporation stated in 1. voluntarily provides the competent district director of the tax office with the country-by-country report pertaining to the fiscal year of the ultimate parent entity starting during the period between January 1, 2016 and March 31, 2016 (Note 1) no later than the day listed below, such country-by-country report will be provided to the tax authority of the tax jurisdiction of each of other constituent entities of the MNE group in a certain period of time through the arrangement of information exchange, such as a tax convention. [Date of provision]

Matters of notification of the ultimate parent entity: No later than March 31, 2017 Country-by-country report: No later than March 31, 2018

However, to the tax authority of the country or territory where no competent authority agreement (Note

2) is to come into force no later than March 31, 2018, the country-by-country report provided voluntarily shall not be provided. (Note 1) The country-by-country report provided voluntarily shall also be provided in the XML form. For details,

please visit e-Tax, the reporting corner for MNE information (http://www.e-tax.nta.go.jp/e-taxtp/e-taxtp.htm). (Note 2) The agreement on matters such as the method of provision of reports such as the country-by-country report

between the Minister of the Finance and the competent authority of any country or territory other than Japan, under which the country-by-country report is exchanged with each other.

Voluntary Provision of Country-by-Country Report

1. Obligation to Provide Country-by-Country Report

2. Handling of Voluntary Provision of Country-by-Country Report

* For the meanings of terms, please refer to the Summary of revisions concerning the transfer pricing documentation (in June 2016). 44

http://www.e-tax.nta.go.jp/e-taxtp/e-taxtp.htm

Attachment 13

Retention period: Less than one year (Until the end of the administrative year 2017)

February 13, 2017 To: Director of the Examination (First, or Investigation) Department in each Regional Taxation

Bureau Deputy Director of the Okinawa Regional Taxation Office

Director of the Examination Division, Examination and Investigation Department, National Tax Agency

Administrative affairs concerning the provision of matters of notification of the ultimate parent entity pertaining to a specified MNE group and matters pertaining to the representative provider where there are several entities obligated to provide matters of notification of the ultimate parent entity, country-by-country report and master file(“the MNE Notification”) (Administrative Circular)

The administrative affairs stated in the heading shall be appropriately conducted as follows, for the time being: (Purport) According to the tax system reform plan in the fiscal year 2016, the transfer pricing documentation has been developed and under such new system, MNE groups would be required to provide additional information. This is to specify the ways of processing of administrative affairs concerning the matters of notification of the ultimate parent entity pertaining to a specified MNE group and matters pertaining to the representative provider where there are several entities obligated to provide the matters of notification of the ultimate parent entity, country-by-country report and master file(hereinafter referred to as "matters of notification, etc."), and the appended table to matters of notification, etc. (hereinafter referred to as the "Appended Table"), which are to be provided from March 21, 2017.

45

Attachment 13

Details (Excerpt)

(3) Finding of entities not providing matters of notification, etc. The RTB division in charge shall strive to find entities not providing matters of

notification, etc.(e.g., a case that any constituent entity of a MNE group does not provide matters of notification, etc. in spite of the fact that one of constituent entities of the MNE group holds the amount of one hundred billion yen or more as its gross revenue), and require the entity to promptly provide such matters of notification, etc. when finding such entities not providing them.

The RTB division in charge shall contact any entity such as a corporation that is assumed not to provide matters of notification, etc. according to the actual circumstances of each RTB, and when contacting such entity, utilize the Appendix 1, Inquiry concerning the provision of matters of notification of the ultimate parent entity pertaining to a specified MNE group, and the Appendix 2, Reply concerning the provision of matters of notification of the ultimate parent entity pertaining to a specified MNE group.

46

Attachment 13

[Appendix 1]

__________ __, 20__ ○○ Co., Ltd. To: ○○ ○○, Representative Director

Regional Commissioner, ○○ Regional Taxation Bureau

Inquiry concerning the provision of matters of notification of the ultimate parent entity pertaining to a specified MNE group

Thank you very much for your continued understanding and cooperation towards tax administrations. According to the tax system reform plan in the fiscal year 2016, the transfer pricing documentation has been developed. Under this system, domestic corporations and foreign corporations having permanent establishments which are constituent entities of a MNE group that holds the amount of one hundred billion yen or more as the consolidated gross revenue of the MNE group in the fiscal year of the ultimate parent entity immediately prior to the then current fiscal year shall provide the matters of notification of the ultimate parent entity no later than the last day of each fiscal year of the ultimate parent entity through the electronic national tax return filing and payment system (e-Tax). With regard to the enterprise group to which your company belongs, in order to confirm the state of provision of the matters of notification of the ultimate parent entity and whether or not there is an obligation to provide such matters, you are required to fill in the necessary items on the enclosed form, Reply concerning the provision of matters of notification of the ultimate parent entity pertaining to a specified MNE group, and then submit such form to the contacts stated below no later than ______________ __, 20__. We are very sorry for troubling you in this matter. When preparing the reply form, please refer to the enclosed, the Summary of revisions concerning the transfer pricing documentation (in June 2016), and confirm the overview of this system. In the case where it is confirmed that your company is obligated to provide the matters of notification of the ultimate parent entity, please promptly provide the matters of notification of the ultimate parent entity to the district director of the tax office with jurisdiction over the place for tax payment of your company through e-Tax. * This is sent as administrative guidance, for which the Regional Commissioner of the○○ Regional Tax

Bureau shall be responsible. * For any questions or consultations, please directly contact the following contacts. * You are not required to submit the reply form if this inquiry is delivered after you have already

provided matters of notification of the ultimate parent entity.

Con

tact

s ○○ Division ○ Examination Department ○○ Regional Taxation Bureau

(Contacts: ○○ and ○○) Tel: XX-XXXX-XXXX

(Extension: xxxx)

47

Attachment 13

[Appendix 2]

__________ __, 20__

To: Regional Commissioner of the ○○ Regional Taxation Bureau

Place for tax payment Corporate name Name of the representative Seal Telephone number Department and the name of the person in charge

Reply concerning the provision of matters of notification of the ultimate parent

entity pertaining to a specified MNE group

With regard to the Inquiry, we reply as follows:

1. The latest fiscal year that has already expired of the ultimate parent entity to which your company belongs

(From) __________ __, 20__ (to) __________ __, 20__

2. State of provision of the matters of notification of the ultimate parent entity (tick the applicable box and fill in the spaces in parentheses under such box).

(1) Your company has confirmed that there is no obligation to provide such matters.

(Consolidated gross revenue of the enterprise group in the fiscal year of the ultimate parent entity immediately prior to such fiscal year as stated in the above 1.: hundred million yen)

(Whether or not there are constituent entities located overseas: Yes or No )

(Name of the ultimate parent entity: )

(Corporate number of the ultimate parent entity: )

(2) Any of other constituent entities of the enterprise group to which your company belongs has already provided such matters on behalf of your company.

(Name of the ultimate parent entity: )

(Corporate number of the ultimate parent entity: )

(3) Your company has confirmed that it is obligated to provide such matters (planned time of provision: around __________ __, 20__)

(Note) 1. With regard to whether or not your company is obligated to provide the matters, please confirm the page 2 of the enclosed, the Summary of revisions concerning the transfer pricing documentation (in June 2016).

2. "Consolidated gross revenue" means the sum of sales, revenues and other profits in consolidated financial statements. In cases of consolidated gross revenue in foreign currency, it shall be converted into yen using the middle rate of the telegraphic transfer rate (TTM) on the last day of the fiscal year of the ultimate parent

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Attachment 13

entity. 3. The enterprise group that is to prepare consolidated financial statements if the shares or capital contributions

of the controlling entity in such group are listed on any of the financial instruments exchange, etc. shall state its consolidated gross revenue, even though it has not prepared consolidated financial statements.

4. Constituent entities located overseas include overseas subsidiaries belonging to the enterprise group, and permanent establishments through which business activities are carried out in a country or territory other than the tax jurisdiction.

5. For other questions as to filling in this form, please confirm the enclosed, the Summary of revisions concerning the transfer pricing documentation (in June 2016) or contact the contacts stated in the Inquiry.

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