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Japan Financial Services Agency: To Operators Of Specially Permitted Businesses For Foreign Investors, Etc. During Transition Period

Date 22/11/2021

On May 19, 2021, the "The Act Partially Amending the Banking Act, etc. for Ensuring Reinforcement and Stability of Financial Functions in Response to Socioeconomic Changes due to the Impact of the COVID-19 Infection" was enacted and on May 26, 2021, it was promulgated, and it came into effect on November 22, 2021. As a result of this amendment, the Financial Instruments and Exchange Act (FIEA) was partially amended, and a new entry system by notification was established in addition to the existing registration and notification system.


1.Notification forms and entry examples

The FIEA stipulates the details of required items to be notified. Please refer to the FIEA when submitting your notifications.

(1)For the operator starting Specially Permitted Business for Foreign Investors, etc.

  • Item to be notifiedTiming of submissionForms, etc.

    Notification Form for Specially Permitted Business for Foreign Investors, etc.

    [FIEA Article 63-9(1), The Cabinet Office Ordinance regarding Financial Instruments Business, etc. (hereafter "Cabinet Office Ordinance") Article 246-11(1)]

    When starting a new operation.

    WordForm(Form21-4)

    Notification Form for Specially Permitted Business for Foreign Investors, etc., operated by Financial Instruments Business Operators, etc.

    [FIEA Article 63-11(1), Cabinet Office Ordinance Article 246-27(1)]

    WordForm(Form21-6)

    Pledge Statement

    [FIEA Article 63-9(2)(i), (ii), Cabinet Office Ordinance Article 246-14(1)(iii)(e), (iv)(e)]

    *Note:

    In addition to a Pledge Statement, Resume, etc., the submitter needs to attach such documents as internal rules.
    See here for details.

    [If the submitter is a juridical person] (Pledge statement of the submitter and officers and important employees)

    WordEntry example

    [If the submitter is an individual] (Pledge statement of the submitter and important employees)

    WordEntry example

    Documents stating the submitter's business execution system, such as its personnel structure and the organizational structure pertaining to the business

    [Cabinet Office Ordinance Article 246-14(1)(i)]

    WordEntry example

    Resumes

    [Cabinet Office Ordinance Article 246-14(1)(iii)(a), (iv)(a)]

    WordEntry example

    Extracts of the certificates of residence or documents in lieu thereof

    [Cabinet Office Ordinance Article 246-14(1)(iii)(b), (iv)(b)]

    WordEntry example

    ※Those residing in Japan are required to submit an extract of their certificate of residence.

    ※Those with Japanese nationality are required to submit an identification issued by the municipality in which they are registered.

    Affidavit

    [Cabinet Office Ordinance Article 246-14(1)(iii)(d), (iv)(d)]

    Documents stating the number of the Subject Voting Rights held by the Major Shareholders

    [Cabinet Office Ordinance Article 246-14(1)(iii)(f), (iv)(f)]

    WordEntry example

    Documents stating the following matters

    ● Type of investors

    ● If there are any residents among the investors, the total amount to be contributed by residents and non-residents.

    ● If an investor is treated as being equivalent to a Professional Investor under the applicable foreign laws and regulations, a summary of such foreign laws and regulations

    [Cabinet Office Ordinance Article 246-14(1)(v)]

    WordEntry example


    Submitters are required to prepare Business Report for each fiscal year and submit the report within three months from the end of each fiscal year.

    Business report

    [FIEA Article 63-12(2)]

    Within three months from the end of each fiscal year

    *Note:
    There are rules permitting the submission deadline for a foreign operator to be extended.

    WordForm(Form21-7)


    Please be advised that for the download and submission of the Business Report form, Submitters are required, in principle, to access the Financial Services Agency Business Support Integration System (hereinafter Integration System).
    However, if it is not possible to submit the business report using the integrated system, please submit it in writing with a specific reason for doing so.

    * When submitting a business report using the integrated system, please be sure to prepare a computer with a Japanese operating system and use the form (Excel) downloaded from the integrated system. (The form (Word) on this webpage cannot be used for submission.

    * Even if you use the downloaded form (Excel), please note that the integrated system will not be able to accept the form properly if it is inputted on an operating system other than the Japanese version.

    * If a foreign business has to use an operating system other than Japanese to fill out the form (Excel) downloaded by the representative (agent) in Japan, please contact the section in charge at the Local Finance Bureau in advance and submit the form by mail (CD-R and paper).

     

    Attention: Information to be publicly disclosed

    The submitter does not need to submit the following items to the competent Local Finance Bureau, etc., but need to publicly disclose them by placing them for public inspection at the submitter’s principal business office, as well as all sales offices that operate Specially Permitted Business, or by posting them on your company's website, etc.

    Items that need to be publicly disclosedWhenForm

    Public Inspection Regarding Specially Permitted Business for Foreign Investors, etc.

    [FIEA Article 63-9(5)]

    Without delay after notification

    WordForm(Form21-5)

    Explanatory document

    [FIEA Article 63-12(3)]

    *Note:
    The operator is allowed to substitute Explanatory documents with a copy of the Business report.

    Within four months from the end of each fiscal year

    *Note:
    There are rules permitting the submission deadline for a foreign operator to be extended.

    WordForm(Form21-8)

(2)For the operator starting Specially Permitted Business during Transition Period

  • Item to be notifiedTiming of submissionForms, etc.

    Notification Form for Specially Permitted Business during Transition Period

    [Supplementary Provisions of the FIEA Article 3-3(1), Supplementary Provisions of the Cabinet Office Ordinance Article 31]

    When starting a new operation

    WordForm(Form31)

    Pledge Statement

    [Supplementary Provisions of the FIEA Article 3-3(4), Article 63-9(2)(a), (b) of the FIEA, Supplementary Provisions of the Cabinet Office Ordinance Article 44(1)(ix)(e), (x)(e)]

     

    [Supplementary Provisions of the FIEA Article 3-3(7)・(4), FIEA Article 63-9(2)(iii), Supplementary Provisions of the Cabinet Office Ordinance Article 44(1)(xi)(a), (g)]

    *Note:
    In addition to a Pledge Statement, Resume, etc., the submitter needs to attach such documents as internal rules. See here for details.

    [If the submitter is a juridical person] (Pledge statement of the submitter and officers and important employees)

    WordEntry example

    [If the submitter is an individual] (Pledge statement of the submitter and important employees)

    WordEntry example

    [If the submitter is a subsidiary of a foreign investment manager, it should also be submitted.] (Pledge statement of the foreign investment manager and its officers and important employees)

    WordEntry example

    Documents stating the outline of the investment management business conducted by a foreign investment manager in a foreign state

    [Supplementary Provisions of the Cabinet Office Ordinance Article 44(1)(ii)]

    WordEntry example

    Documents stating the submitter's business execution system, such as its personnel structure and the organizational structure pertaining to the business

    [Supplementary Provisions of the Cabinet Office Ordinance Article 44(1)(vi)]

    WordEntry example

    Document stating changes of proportion in the price of securities to the total amount of assets under management

    [Supplementary Provisions of the Cabinet Office Ordinance Article 44(1)(viii)]

    WordEntry example

    Resumes

    [Supplementary Provisions of the Cabinet Office Ordinance Article 44(1)(ix)(a), (x)(a)]

    WordEntry example

    Extracts of the certificates of residence or documents in lieu thereof

    [Supplementary Provisions of the Cabinet Office Ordinance Article 44(1)(ix)(b), (x)(b)]

    WordEntry example

    ※Those residing in Japan are required to submit an extract of their certificate of residence.

    ※Those with Japanese nationality are required to submit an identification issued by the municipality in which they are registered.

    Affidavit

    [Supplementary Provisions of the Cabinet Office Ordinance Article 44(1)(ix)(d), (x)(d)]

    Documents stating the number of the Subject Voting Rights held by the Major Shareholders

    [Supplementary Provisions of the Cabinet Office Ordinance Article 44(1)(ix)(f)]

    WordEntry example


    Submitters are required to prepare Business Report for each fiscal year and submit the report within three months from the end of each fiscal year.

    Business report

    [Supplementary Provisions of the FIEA Article 3-3(4), FIEA Article 63-12(2)]

    Within three months from the end of each fiscal year

    *Note:
    There are rules permitting the submission deadline for a foreign operator to be extended.

    WordForm(Form33)


    Please be advised that for the download and submission of the Business Report form, submitters are required, in principle, to access the Financial Services Agency Business Support Integration System (hereinafter Integration System).
    However, if it is not possible to submit the business report using the integrated system, please submit it in writing with a specific reason for doing so.

    * When submitting a business report using the integrated system, please be sure to prepare a computer with a Japanese operating system and use the form (Excel) downloaded from the integrated system. (The form (Word) on this webpage cannot be used for submission.

    * Even if you use the downloaded form (Excel), please note that the integrated system will not be able to accept the form properly if it is inputted on an operating system other than the Japanese version.

    * If a foreign business has to use an operating system other than Japanese to fill out the form (Excel) downloaded by the representative (agent) in Japan, please contact the section in charge at the Local Finance Bureau in advance and submit the form by mail (CD-R and paper).

     

    Attention: Information to be publicly disclosed

    The submitter does not need to submit the following items to the competent Local Finance Bureau, etc., but need to publicly disclose them by placing them for public inspection at the submitter’s principal business office, as well as all sales offices that operate Specially Permitted Business, or by posting them on your company's website, etc.

    Items that need to be publicly disclosedWhenForm

    Items that need to be publicly disclosed

    [Supplementary Provisions of the FIEA Article 3-3(4), FIEA Article 63-9(5)]

    Without delay after notification

    WordForm(Form32)

    Explanatory document

    [Supplementary Provisions of the FIEA Article 3-3(4), FIEA Article 63-12(3)]

    *Note:
    The operator is allowed to substitute Explanatory documents with a copy of the Business report.

    Within four months from the end of each fiscal year

    *Note:
    There are rules permitting the submission deadline for a foreign operator to be extended.

    WordForm(Form34)

2.Others

○ Please see here (available only in Japanese) for the amendments to the Cabinet Order and Cabinet Office Order concerning the establishment of the system of Specially Permitted Business for Foreign Investors, etc. and Specially Permitted Business during Transition Period.

○ Please see here for an overview of the system for Specially Permitted Business for Foreign Investors, etc. and Specially Permitted Business during Transition Period.

3.Contact

If you would like to inquire or consult about Specially Permitted Business for Foreign Investors, etc. and Specially Permitted Business during Transition Period, please contact the Financial Market Entry Office.

Financial Market Entry Office 103-0026
7th Floor, FinGATE TERRACE,
8-1 Nihonbashi-kabuto-cho, Chuo-ku, Tokyo
E-mail: marketentry@fsa.go.jp
Phone: +81-3-6667-0551