Act on Prohibition of Private Monopolization and Maintenance of Fair Trade

• An enterprise must not effect private monopolization — excluding or controlling the business activities of other enterprises — or unreasonable restraint of trade — acting in concert with other enterprises, by contract, agreement or any other means, to fix, maintain or raise prices or to limit quantities, technology, products, facilities or counterparties. Either is caught only where, contrary to the public interest, it substantially restrains competition in a particular field of trade. Nor may an enterprise enter into an international agreement or contract containing an unreasonable restraint of trade or an unfair trade practice.(Art. 2(5), Art. 2(6), Art. 3(1), Art. 6(1)) (the provisions it rests on)
• An enterprise must not employ unfair trade practices. The Act lists them: refusing to supply, in concert with a competitor and without justifiable grounds; unjust price discrimination between regions or parties, and continuous supply far below cost without justifiable grounds, either of them likely to make other enterprises' business difficult; restricting, without justifiable grounds, the price at which buyers resell one's goods; and making use of a superior bargaining position to act unjustly in light of normal business practices, such as making a regular trading partner buy other goods or provide money or services, refusing delivery, returning goods, or delaying or cutting payment. Other acts likely to impede fair competition are unfair trade practices where they fall within six kinds the Act lists, among them unjust discrimination, unjust prices and terms that unjustly restrict the other party, and the Japan Fair Trade Commission designates them by public notice (告示).(Art. 19(1), Art. 2(9), Art. 72(1)) (the provisions it rests on)
• A trade association must not substantially restrain competition in a particular field of trade, enter into an international agreement or contract of the kind Article 6 bars, limit the present or future number of enterprises in a particular field of business, unjustly restrict the functions or activities of its member enterprises, or induce enterprises to employ unfair trade practices.(Art. 8(1)) (the provisions it rests on)
• A company whose group's domestic sales exceed an amount a Cabinet Order sets, no less than 20 billion yen, must notify the Japan Fair Trade Commission in advance of a plan to acquire shares in a company whose domestic sales, with its subsidiaries', exceed an amount a Cabinet Order sets, no less than 5 billion yen, where the acquisition would take its group's voting rights past a ratio a Cabinet Order sets, no less than 20%, unless the Commission's Rules treat advance notice as difficult in the case; mergers, company splits, joint share transfers and acquisitions of businesses above similar thresholds need advance notice too, unless all the companies belong to the same group. The company must not carry out the transaction until 30 days after the notice is accepted, a period the Commission may shorten. If the Commission intends to order measures, it must notify the company within that period, or, where it asked for further reports, within 120 days of acceptance or 90 days after receiving all of them, whichever is later; that limit does not apply in the cases the proviso lists, among them a plan that contained a false statement on an important matter, a plan an important part of which was not carried out by its deadline, in which case the Commission has one year from that deadline, and cases under the commitment procedure.(Art. 10(2), Art. 10(8), Art. 10(9), Art. 10(10), Art. 15(2), Art. 15(3), Art. 15-2(2), Art. 15-2(3), Art. 15-2(4), Art. 15-3(2), Art. 15-3(3), Art. 16(2), Art. 16(3)) (the provisions it rests on)
• No company may be established as, and no company, foreign companies included, may become, a company whose holdings of shares in other companies in Japan bring about an excessive concentration of economic power: an overall business scale that is extremely large across a considerable number of fields, an extremely large influence over other enterprises through financial dealings, or strong positions in a considerable number of interrelated fields, any of which greatly affects the national economy and impedes fair and free competition. A company whose total assets, with its subsidiaries in Japan, exceed an amount a Cabinet Order sets — no less than 600 billion yen for a holding company, 8 trillion yen for a company in banking, insurance or Type I financial instruments business, and 2 trillion yen for any other — must report on its group's business to the Commission within three months of the end of each business year, unless it is itself another company's subsidiary, and a newly established company above those amounts must notify the Commission within 30 days of its establishment. A bank may not hold more than 5% of the voting rights in another company in Japan other than a bank, an insurer or a company the Commission's Rules set, nor an insurer more than 10%, without the Commission's advance approval, except in cases the Act lists, such as shares taken in enforcing a security interest; even then, in most of those cases, keeping the excess for over a year needs the Commission's advance approval, given on condition that the shares are disposed of promptly except where they are held in trust.(Art. 9(1), Art. 9(2), Art. 9(3), Art. 9(4), Art. 9(7), Art. 10(3), Art. 11(1), Art. 11(2)) (the provisions it rests on)

• 21 May 2026

  The text on this site

  Act Partially Amending the Basic Act on the Formation of a Digital Society, etc. to Promote Regulatory Reform for the Formation of a Digital Society

  デジタル社会の形成を図るための規制改革を推進するためのデジタル社会形成基本法等の一部を改正する法律

  Act No. 63 of 2023The text after this amendment, on e-Gov

• 21 May 2026

  Act Partially Amending the Code of Civil Procedure, etc.

  民事訴訟法等の一部を改正する法律

  Act No. 48 of 2022The text after this amendment, on e-Gov

• 18 December 2025

  Act on Promotion of Competition for Specified Smartphone Software

  スマートフォンにおいて利用される特定ソフトウェアに係る競争の促進に関する法律

  Act No. 58 of 2024The text after this amendment, on e-Gov

• 1 June 2025

  Act on the Arrangement of Related Acts upon the Enforcement of the Act Partially Amending the Penal Code, etc.

  刑法等の一部を改正する法律の施行に伴う関係法律の整理等に関する法律

  Act No. 68 of 2022The text after this amendment, on e-Gov

• 23 May 2025

  Act Partially Amending the Code of Criminal Procedure, etc. to Respond to Advances in Information and Communications Technology, etc.

  情報通信技術の進展等に対応するための刑事訴訟法等の一部を改正する法律

  Act No. 39 of 2025The text after this amendment, on e-Gov

• 19 June 2024

  Act on Promotion of Competition for Specified Smartphone Software

  スマートフォンにおいて利用される特定ソフトウェアに係る競争の促進に関する法律

  Act No. 58 of 2024The text after this amendment, on e-Gov

• 1 April 2024

  Act Partially Amending the Basic Act on the Formation of a Digital Society, etc. to Promote Regulatory Reform for the Formation of a Digital Society

  デジタル社会の形成を図るための規制改革を推進するためのデジタル社会形成基本法等の一部を改正する法律

  Act No. 63 of 2023The text after this amendment, on e-Gov

• 16 June 2023

  Act Partially Amending the Basic Act on the Formation of a Digital Society, etc. to Promote Regulatory Reform for the Formation of a Digital Society

  デジタル社会の形成を図るための規制改革を推進するためのデジタル社会形成基本法等の一部を改正する法律

  Act No. 63 of 2023The text after this amendment, on e-Gov

• 17 June 2022

  Act on the Arrangement of Related Acts upon the Enforcement of the Act Partially Amending the Penal Code, etc.

  刑法等の一部を改正する法律の施行に伴う関係法律の整理等に関する法律

  Act No. 68 of 2022The text after this amendment, on e-Gov

• 25 May 2022

  Act Partially Amending the Code of Civil Procedure, etc.

  民事訴訟法等の一部を改正する法律

  Act No. 48 of 2022The text after this amendment, on e-Gov

All 21 amendments already in force

• An enterprise that, before the investigation starts, is the first to report its own price-related unreasonable restraint of trade to the Commission and submit materials, and that has not taken part since the investigation started, is not ordered to pay the surcharge; later reporters before that day who have not taken part since it have it cut by 20% (the second), 10% (the third to fifth) or 5% (the sixth onward), the fourth onward only for facts the Commission had not already grasped, and those reporting facts the Commission had not yet grasped after the investigation starts, by a deadline the Commission's Rules set, and not taking part since their report, by 10% (while there are no more than five reporters in all and three after it began) or 5%. A reporter other than the first may also agree with the Commission to cooperate further, in return for a further cut of up to 40%, or up to 20% if it reported after the investigation started. These benefits are lost if, before the order, the Commission finds that the enterprise's reports were false, that it coerced others into the violation or kept them from stopping, or that it broke its agreement, among other grounds.(Art. 7-4(1), Art. 7-4(2), Art. 7-4(3), Art. 7-5(1), Art. 7-5(3), Art. 7-6(1)) (the provisions it rests on)
• Where a final judgment fines the enterprise for the same case, half the fine is deducted from a surcharge for an unreasonable restraint of trade or private monopolization, and no surcharge is ordered where it would not exceed half the fine or would fall below 1 million yen after the deduction; a payment order already issued is reduced or rescinded in the same way.(Art. 7-7(1), Art. 7-7(2), Art. 7-9(3), Art. 7-9(4), Art. 63(1), Art. 63(2)) (the provisions it rests on)
• For a violation subject to a surcharge that was committed before the main part of the Act Partially Amending the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Act No. 45 of 2019) came into force, the amended provisions govern the procedure for ordering the surcharge, but the supplementary provisions of that Act keep the earlier rules on these points: the amount is calculated under the provisions as they stood before that Act where the violation had already ended before that day, and so, as those supplementary provisions adapt them, is the part before that day of a violation that continued past it. Reductions of and immunity from the surcharge for reports and materials submitted before that day also follow the earlier rules, and no surcharge can be ordered for such a violation if, on that day, five years had already passed since it ended.(Suppl. Prov. Art. 4(1), Suppl. Prov. Art. 5(1), Suppl. Prov. Art. 5(2), Suppl. Prov. Art. 5(3), Suppl. Prov. Art. 6(1), Suppl. Prov. Art. 6(2), Suppl. Prov. Art. 6(3), Suppl. Prov. Art. 6(4), Suppl. Prov. Art. 6(5)) (the provisions it rests on)

• The Act is enforced by the Japan Fair Trade Commission, whose Chair and four Commissioners exercise their authority independently; anyone who believes the Act is being violated may report it to the Commission, which must then investigate, and the Commission may also act on its own authority. To investigate a case, the Commission or the investigators it designates may order persons concerned and witnesses to appear and be questioned, order books and other objects produced, and enter and inspect business premises, though these powers are not granted for criminal investigation; outside a case, it may also order public offices, enterprises, trade associations and their staff to appear or to submit reports, information or materials it needs for its work. Failing to appear or to produce objects, making a false statement or report, or refusing or obstructing an inspection in a case is punished by imprisonment (拘禁刑) of up to one year or a fine of up to 3 million yen, with a fine of up to 200 million yen on the corporation for which the offender acted, and failing to answer the Commission outside a case, or answering falsely, by a fine of up to 3 million yen.(Art. 27(1), Art. 28(1), Art. 29(1), Art. 45(1), Art. 45(2), Art. 45(4), Art. 47(1), Art. 47(2), Art. 47(4), Art. 94(1), Art. 40(1), Art. 94-2(1), Art. 95(1)) (the provisions it rests on)
• Where it finds a violation, the Commission may issue a cease and desist order (排除措置命令) to stop the act, transfer part of the business, delete contract clauses, dispose of shares, dissolve a trade association or take other measures needed to eliminate it, and, where a violation of Article 3, 6, 8 or 19 has already ended and it finds this particularly necessary, an order to ensure it has been eliminated, unless seven years have passed since it ended. Before issuing one, or a surcharge payment order (納付命令), the Commission must notify the would-be addressee in writing of the proposed order and the facts it has found, and hold a hearing of opinions (意見聴取) at which the addressee may state its views, submit evidence, and inspect, and in part copy, the evidence for those facts. An order takes effect when served; it cannot be challenged by a request for administrative review (審査請求), and a lawsuit against it is brought against the Commission, in the Tokyo District Court alone.(Art. 7(1), Art. 7(2), Art. 8-2(1), Art. 8-2(2), Art. 17-2(1), Art. 17-2(2), Art. 20(1), Art. 20(2), Art. 49(1), Art. 50(1), Art. 52(1), Art. 54(2), Art. 61(2), Art. 62(4), Art. 70-12(1), Art. 77(1), Art. 85(1)) (the provisions it rests on)
• Where an unreasonable restraint of trade, or an international agreement containing one, concerns prices, or affects them by substantially restraining supply or purchase volume, market share or counterparties, the Commission must order the enterprise to pay a surcharge (課徴金) to the national treasury: 10% of the relevant sales or purchases of the enterprise and certain of its subsidiaries over the period of the violation, counted back no further than ten years before the investigation started, and of the price of closely related business done by the enterprise and its wholly owned group companies that did not take part, plus any money they took for not supplying or not buying the goods or services concerned. The rate is 4% for small and medium-sized enterprises within the sizes the Act sets, unless one of its group companies is outside those sizes, nothing is ordered under 1 million yen, and through Article 8-3 these rules apply to the member enterprises of a trade association that does this. Except for those members, the amount is multiplied by 1.5 for an enterprise that carried on the violation after it, its wholly owned subsidiary or a company whose business it took over had received, in the ten years before the investigation started, a final payment order, an immunity notice or certain other decisions, or that planned and induced the violation or materially facilitated it, and by 2 for one that did both.(Art. 7-2(1), Art. 7-2(2), Art. 2-2(13), Art. 7-3(1), Art. 7-3(2), Art. 7-3(3), Art. 8-3(1)) (the provisions it rests on)
• Private monopolization also carries a surcharge, 10% where it works by controlling other enterprises' prices or supply and 6% of sales where it works by excluding them, as do some unfair trade practices: 3% of the relevant sales for concerted refusals to supply, discriminatory pricing, below-cost sales and resale price restrictions, where the enterprise, itself or through a wholly owned subsidiary, had received a final order over the same kind of practice in the ten years before the investigation started and the same conduct has not already drawn a surcharge for unreasonable restraint of trade or private monopolization, and 1% of its dealings with the other party for a continuing abuse of a superior bargaining position; none is ordered under 1 million yen. No surcharge can be ordered once seven years have passed since the violation ended, and where an enterprise does not answer the Commission's request for the facts on which a surcharge is calculated, the Commission may estimate the amount for that period by a reasonable method its Rules set. A surcharge is due seven months after the payment order is sent; if it is not paid by then, the Commission must demand payment and may collect a delinquency charge, at a rate a Cabinet Order sets of up to 14.5% a year, counted from the day after the due date, and if payment is not made by the deadline the demand sets, it may collect both in the way national taxes in arrears are collected.(Art. 7-9(1), Art. 7-9(2), Art. 20-2(1), Art. 20-3(1), Art. 20-4(1), Art. 20-5(1), Art. 20-6(1), Art. 7-8(6), Art. 20-7(1), Art. 62(3), Art. 69(1), Art. 69(2), Art. 69(4), Art. 7-2(3), Art. 7-9(3), Art. 7-9(4)) (the provisions it rests on)
• Liability passes on: where an enterprise that committed a surcharge-bearing violation is merged out of existence, the violation, and for unreasonable restraint of trade and private monopolization also the orders it received, are treated as those of the surviving or new company, and the same applies to group companies that took over the whole of the business before the violator ceased to exist otherwise than by merger. An order to ensure an ended violation has been eliminated can also be addressed to the successor in a merger or company split, or to whoever acquired the business.(Art. 7-8(3), Art. 7-8(4), Art. 7-9(3), Art. 20-7(1), Art. 7(2)) (the provisions it rests on)
• Where it suspects a violation of one of the Act's main prohibitions and finds this necessary to promote fair and free competition, the Commission may, until it has given notice of a hearing on a proposed order, instead notify the person in writing of the suspected act and the provisions involved; the person may then, within 60 days, submit its own plan of measures to end the act (排除措置計画) and apply for approval, and where a suspected violation of Article 3, 6, 8 or 19 has already ended, it may likewise be notified and apply with a plan of measures to ensure the act has been eliminated (排除確保措置計画). If the Commission approves the plan as sufficient and likely to be carried out reliably, it issues no cease and desist order and no surcharge payment order for that act, unless it revokes the approval because the plan is not being carried out or was approved on false or wrongful facts. After a revocation those orders can be made again, and where the revocation comes less than two years before the time limit for an order would run out, they can still be made for two years from the revocation.(Art. 48-2(1), Art. 48-3(1), Art. 48-3(3), Art. 48-4(1), Art. 48-5(1), Art. 48-5(3), Art. 48-5(4), Art. 48-6(1), Art. 48-7(1), Art. 48-7(3), Art. 48-8(1), Art. 48-9(1), Art. 48-9(3), Art. 48-9(4)) (the provisions it rests on)
• Where a monopolistic situation exists — in a field of business where more than 100 billion yen (or another amount a Cabinet Order sets) of the goods or services is supplied in Japan in a year, one enterprise holds more than half of it or two hold more than three quarters, new entry is extremely difficult, and over a considerable period prices have risen markedly or barely fallen while the enterprise's profits or selling and administrative costs far exceed the norm — the Commission may order measures to restore competition, such as transferring part of the business. It may not where the measures would shrink the business enough to raise its supply costs markedly, make its finances unsound or make it hard to stay internationally competitive, or where other measures sufficient to restore competition are taken; such a competition restoration order (競争回復措置命令) needs the concurrence of at least three members, consultation with the minister responsible for the business and a public hearing, and cannot be enforced until it is final.(Art. 2(7), Art. 2(8), Art. 8-4(1), Art. 64(3), Art. 64(5), Art. 65(3)) (the provisions it rests on)
• In an urgent case, a court may, on the Commission's petition, order a person suspected of violating one of the Act's main prohibitions to suspend the act, the exercise of voting rights or an officer's duties for the time being; the person can avoid its execution by depositing a security the court sets, and the Tokyo District Court alone hears these cases. Breaching that court order is subject to a non-criminal fine (過料) of up to 300,000 yen, and breaching a cease and desist order to one of up to 500,000 yen where no criminal penalty is due.(Art. 70-4(1), Art. 70-5(1), Art. 85(1), Art. 97(1), Art. 98(1)) (the provisions it rests on)
• Failing to give a required notice of a share acquisition, merger, company split, joint share transfer, acquisition of a business or resale price contract, failing to file the yearly report or new-company notice under Article 9, filing any of them with false statements, or acquiring the shares or registering or carrying out the transaction before the waiting period ends is punished by a fine of up to 2 million yen, on the corporation as well as the person who acted. A bank or insurer that acquires or holds shares beyond its limit under Article 11 faces imprisonment (拘禁刑) of up to one year or a fine of up to 2 million yen, and its corporation the same fine. The Commission may sue to have a merger, company split or joint share transfer carried out in breach of the notice or waiting rules declared invalid.(Art. 91-2(1), Art. 91(1), Art. 95(1), Art. 18(1), Art. 18(2), Art. 18(3)) (the provisions it rests on)
• Private monopolization, unreasonable restraint of trade, and a trade association's substantial restraint of competition are punished by imprisonment (拘禁刑) of up to five years or a fine of up to 5 million yen, attempts included; entering into an international agreement containing an unreasonable restraint of trade, a trade association's limiting the number of enterprises or unjustly restricting its members, and failing to obey a cease and desist order or competition restoration order once it is final carry up to two years or 3 million yen; and for these crimes imprisonment and a fine may be imposed together. Where a representative, agent, employee or other worker commits one in the business of a corporation or individual, that corporation or individual is fined as well, up to 500 million yen for the crimes of Article 89 and up to 300 million yen for most failures to obey a final order, and for private monopolization, unreasonable restraint of trade and certain other crimes, a representative of the corporation who knew of the plan or the violation and failed to take the steps needed to prevent or correct it is also fined, up to the fine the Article concerned sets. When it sentences for a crime of Article 89 or 90, the court may also, where there is sufficient reason, declare a convicted trade association dissolved, and, depending on the circumstances, declare that a patent of the offender's used in the violation be revoked and that the offender may not contract with the government for six months to three years after the judgment becomes final.(Art. 89(1), Art. 89(2), Art. 90(1), Art. 92(1), Art. 95(1), Art. 95(2), Art. 95-2(1), Art. 95-4(1), Art. 95-4(2), Art. 100(1)) (the provisions it rests on)
• The crimes of Articles 89 to 91 can be prosecuted only on a written accusation (告発) by the Commission, which must file one with the Prosecutor General whenever it believes a crime under the Act has been committed, including when its own criminal investigation under Chapter XII convinces it of one. In that investigation, staff the Commission designates may question suspects and witnesses and, with a warrant (許可状) issued in advance by a judge, inspect premises, search and seize.(Art. 96(1), Art. 96(2), Art. 74(1), Art. 74(2), Art. 101(1), Art. 102(1)) (the provisions it rests on)
• A person whose interests are infringed, or likely to be, by an unfair trade practice, or by a trade association inducing one, and who suffers or is likely to suffer extreme damage as a result, may demand that the enterprise or trade association stop or prevent the infringement; in a suit for that, the court may order the plaintiff to provide security where the defendant shows the suit is brought for a wrongful purpose, and may order a party to produce documents or electronic records needed to prove the infringement unless it has justifiable grounds to refuse. An enterprise that has violated Article 3 or 19, one that has violated Article 6 by itself restraining trade or using an unfair trade practice under the international agreement or contract, and a trade association that has violated Article 8 must compensate those harmed, and cannot escape that liability by proving it was not at fault. That damages claim can be pursued in court only after the cease and desist order, or where there was none the surcharge payment order (other than one addressed to a trade association's members), has become final; it expires three years after that, and is heard at first instance by the Tokyo District Court.(Art. 24(1), Art. 78(1), Art. 78(2), Art. 80(1), Art. 25(1), Art. 25(2), Art. 26(1), Art. 26(2), Art. 85-2(1)) (the provisions it rests on)