Financial Instruments and Exchange Act

• A public offering or secondary distribution of securities (有価証券の募集・売出し) may go ahead only once the issuer has notified the Prime Minister by submitting a securities registration statement (有価証券届出書) on the offering and on its business, its group and its accounts, unless an exception applies — among them an offering of under 500 million yen in total of a kind a Cabinet Office Order specifies; the amended rules on when a notification is needed apply to solicitations begun on or after the day the amendment takes effect, and those begun earlier stay under the earlier rules (従前の例). The notification takes effect 15 days after the statement is accepted — or sooner where the Prime Minister, finding the documents easy for the public to understand or the information already widely available, sets a shorter period or gives notice that it takes effect at once or the next day — and until then the securities may not be sold through the offering. Buyers must be given a prospectus (目論見書) beforehand or at the same time, with exceptions such as a sale to a qualified institutional investor (適格機関投資家) who has not asked for one.This is the rule from 1 April 2027.(Art. 4(1), Art. 4(1)(iv), Art. 5(1), Art. 8(1), Art. 8(3), Art. 15(1), Art. 15(2), Art. 15(2)(i), Suppl. Prov. Art. 2(1)) (the provisions it rests on)
• A company must submit an annual securities report (有価証券報告書) on its business, its group and its accounts to the Prime Minister for each business year, unless an exception applies, if its securities are listed on a financial instruments exchange or circulate in a way a Cabinet Order treats as similar, were offered under a registration statement, or are shares or similar securities that had at least as many holders as a Cabinet Order sets at the end of that business year or of any business year begun in the four years before it. A Japanese company submits it within three months after the year ends, or within a longer period the Prime Minister approves in advance if it cannot meet that deadline for unavoidable reasons; a foreign company submits it within a period a Cabinet Order sets. The company must also submit a semiannual securities report (半期報告書) on the first six months of each business year, within the period the Act sets for its kind of company, and an extraordinary report (臨時報告書) without delay when a case a Cabinet Office Order lists arises, such as an offering of its securities abroad; the Prime Minister makes these reports and the registration statements available for public inspection for five years.(Art. 24(1), Art. 24(1)(i), Art. 24(1)(ii), Art. 24(1)(iii), Art. 24(1)(iv), Art. 24-5(1), Art. 24-5(4), Art. 25(1), Art. 25(1)(i), Art. 25(1)(iii), Art. 25(1)(vi), Art. 25(1)(viii)) (the provisions it rests on)
• Anyone other than the issuer who buys shares or similar securities of a company that files annual securities reports, or of an issuer of securities listed only on a specified exchange market (特定上場有価証券), must do so by a tender offer (公開買付け) if the purchase would take their holding, counted with that of specially related persons, above 30% or they already hold more than 30%, or if they buy outside the exchange market, other than from a very small number of sellers, and their holding ends above 5% — with exceptions the Act and Cabinet Orders set. A tender offeror must give public notice of the offer's purpose, price, number of shares sought, period and other matters a Cabinet Office Order sets, submit a tender offer registration statement (公開買付届出書) to the Prime Minister on the day of the notice, keep the offer open for a period within the range a Cabinet Order sets, and buy from every seller at a uniform price as a Cabinet Order provides. Anyone whose holding of a listed company's shares or similar securities, counted with that of joint holders (共同保有者), exceeds 5% must submit a statement of large-volume holdings (大量保有報告書) to the Prime Minister within five days, not counting Sundays and other holidays a Cabinet Order sets, and a statement of changes within five days whenever the holding rises or falls by one percentage point or more or another material change a Cabinet Order lists occurs, with exceptions a Cabinet Office Order sets for both.(Art. 27-2(1), Art. 27-2(1)(i), Art. 27-2(1)(ii), Art. 2(33), Art. 27-2(2), Art. 27-2(3), Art. 27-3(1), Art. 27-3(2), Art. 27-23(1), Art. 27-23(4), Art. 27-25(1)) (the provisions it rests on)
• Financial instruments business (金融商品取引業) is doing as a business any of the acts the Act lists, apart from what a Cabinet Order excludes and some acts of banks and similar institutions; among them are dealing in or brokering securities and derivatives, underwriting, offering or handling offerings of securities — including offering or privately placing partnership-type fund interests and some investment trust interests — trading securities through an electronic system with many parties at once, giving investment advice for a fee, managing investors' money, and taking customers' money or securities in connection with dealing. Only those registered with the Prime Minister may carry it on, and they are then financial instruments business operators (金融商品取引業者).This is the rule until the change takes effect, 22 July 2027 at the latest.(Art. 2(8), Art. 2(8)(vii), Art. 2(8)(x), Art. 2(8)(xvi), Art. 2(9), Art. 29(1)) (the provisions it rests on)
• From a day a Cabinet Order sets, no later than 22 July 2027, financial instruments business (金融商品取引業), which only those registered with the Prime Minister may carry on, also covers these crypto-asset (暗号資産) acts done as a business: buying and selling crypto-assets, including exchanging one for another, and brokering those trades; underwriting, offering or handling offerings of a specified crypto-asset (特定暗号資産, one only a particular person may issue); taking customers' money in connection with these; holding crypto-assets for others; and borrowing crypto-assets. A business registered on that day for crypto-asset exchange under the Payment Services Act (資金決済に関する法律), a separate Act, may go on dealing in crypto-assets without registration under this Act for six months — less if its application is refused or it is ordered to stop — and, if it applies within that time and no decision has been made, until one is made, for no longer than two years from that day; meanwhile it is treated as a financial instruments business operator for most of the Act's rules on how it does business and how it is supervised. It loses that permission at the end of two weeks from that day unless it has notified the Prime Minister, truthfully, of its offices, its officers, the crypto-assets it handles, how it does the business and the other matters the amending Act lists.This is the rule from a day still to be set, 22 July 2027 at the latest.(Art. 2(8), Art. 2(8)(xviii), Art. 2(8)(xix), Art. 2(8)(xx), Art. 2(8)(xxi), Art. 2(8)(xxii), Art. 2(8)(xxiii), Art. 2(8)(xxiv), Art. 2(8)(xxv), Art. 2(49), Art. 2(50), Art. 29(1), Suppl. Prov. Art. 1(1), Suppl. Prov. Art. 8(1), Suppl. Prov. Art. 8(2), Suppl. Prov. Art. 8(3), Suppl. Prov. Art. 10(1), Suppl. Prov. Art. 10(2)) (the provisions it rests on)
• Before concluding a contract, a financial instruments business operator, or a bank or other registered financial institution (登録金融機関), must give the customer information including the fees and, where they exist, the risk of loss from movements in interest rates, currency values or market prices and the risk of losing more than the margin deposited, except where a Cabinet Office Order exempts it; it must run its business so that soliciting customers in a way unsuited to their knowledge, experience, assets and purpose does not leave investors unprotected; and for contracts a Cabinet Order specifies, the customer may cancel in writing or electronically within a number of days a Cabinet Order sets, counted from a day it sets after the customer is given the contract's information, except in cases a Cabinet Office Order sets. The operator and its officers and employees must not tell a customer anything false or tell them that an uncertain matter is certain, nor — for contracts Cabinet Orders specify, and with exceptions a Cabinet Office Order sets for these — visit or phone people who have not asked to be solicited, or go on soliciting someone who has said no. The operator must not offer, promise or give anything to make good a customer's trading loss or top up their profit, and a customer must not obtain such a promise or benefit by asking for it.(Art. 34(1), Art. 37-3(1), Art. 37-3(1)(iv), Art. 37-3(1)(v), Art. 37-3(1)(vi), Art. 40(1)(i), Art. 37-6(1), Art. 38(1), Art. 38(1)(i), Art. 38(1)(ii), Art. 38(1)(iv), Art. 38(1)(vi), Art. 39(1), Art. 39(2)) (the provisions it rests on)
• A company insider (会社関係者) of a listed company — its officers, employees and other workers and those of its parent and subsidiaries, shareholders entitled to inspect its accounting books, people with legal powers over it, and people who have or are negotiating a contract with it — who learns an unpublished material fact (重要事実) about its business in that role may not trade its shares or related securities until the fact is published; the ban lasts for a year after they stop being an insider, and also binds anyone an insider passes the fact to. Similar rules bind people who learn in such a role of an unpublished decision to make or abandon a tender offer. An insider must not pass a material fact on, or recommend a trade, to let someone else profit or avoid a loss before it is published.(Art. 166(1), Art. 166(1)(i), Art. 166(1)(ii), Art. 166(1)(iii), Art. 166(1)(iv), Art. 166(3), Art. 166(4), Art. 167(1), Art. 167-2(1)) (the provisions it rests on)
• Anyone is banned, in trading securities, derivatives, or crypto-assets and similar assets (暗号等資産), from using wrongful means, schemes or techniques, from getting money with documents or statements that are false or leave out material facts, from using false market prices to draw others into trading, and from spreading rumours, using fraudulent means, or using assault or intimidation to trade or to move prices. For securities listed on a financial instruments exchange, over-the-counter traded securities (店頭売買有価証券) and handled securities (取扱有価証券), derivatives on them, and crypto-assets and their derivatives, anyone is also banned from market manipulation: sham trades, or trades prearranged with another party, made to make others think trading is active or otherwise mislead them about it, and a series of trades that would make trading look active or move prices, made to draw others into trading. For those securities and their derivatives, pegging, fixing or stabilising prices in breach of a Cabinet Order's rules is banned too.This is the rule until the change takes effect, 22 July 2027 at the latest.(Art. 157(1), Art. 158(1), Art. 159(1), Art. 159(1)(i), Art. 159(1)(iv), Art. 159(2), Art. 159(2)(i), Art. 159(3), Art. 185-22(1), Art. 185-23(1), Art. 185-24(1), Art. 185-24(2), Art. 185-24(3), Art. 2(24)(iii-2)) (the provisions it rests on)
• Anyone is banned, in trading securities, derivatives, or crypto-assets and similar assets (暗号等資産), from fraud — wrongful means, schemes or techniques, or getting money with false or misleading documents — and from spreading rumours, using fraudulent means, assault or intimidation to trade or to move prices; for listed and over-the-counter securities, crypto-assets and derivatives on them, sham or prearranged trades made to mislead others about trading, a series of trades that would move prices made to draw others into trading, and stabilising prices in breach of a Cabinet Order's rules are banned as market manipulation. From a day a Cabinet Order sets, no later than 22 July 2027, insiders of the issuer of a specified crypto-asset (特定暗号資産, one only a particular person may issue), and insiders of a financial instruments business operator dealing in crypto-assets, who learn an unpublished material fact in that role may not trade a crypto-asset that such an operator handles and that the fact concerns until it is published — a ban that lasts for a year after they stop being insiders and also binds anyone an insider tells — and similar rules, lasting six months after they stop being insiders, bind people who learn in such a role of an unpublished decision to make, or to abandon, a large purchase or sale of such a crypto-asset. Insiders may not pass such a fact on, or recommend a trade, to let others profit or avoid a loss before it is published; these insider rules cover facts arising on or after that day.This is the rule from a day still to be set, 22 July 2027 at the latest.(Art. 157(1), Art. 158(1), Art. 159(1), Art. 159(2), Art. 159(3), Art. 171-3(1), Art. 171-4(1), Art. 171-5(1), Art. 171-5(2), Art. 171-5(3), Art. 2(50), Art. 2(51), Art. 171-7(1), Art. 171-7(3), Art. 171-8(1), Art. 171-8(3), Art. 171-9(1), Art. 171-9(3), Art. 171-10(1), Art. 171-10(2), Art. 171-10(3), Suppl. Prov. Art. 1(1), Suppl. Prov. Art. 23(1), Suppl. Prov. Art. 23(2), Suppl. Prov. Art. 23(3), Suppl. Prov. Art. 23(4), Suppl. Prov. Art. 23(5), Suppl. Prov. Art. 23(6)) (the provisions it rests on)

• 12 August 2026

  The text on this site

  Act Partially Amending the Financial Instruments and Exchange Act and the Payment Services Act

  金融商品取引法及び資金決済に関する法律の一部を改正する法律

  Act No. 64 of 2026The text after this amendment, on e-Gov

• 23 July 2026

  Act Partially Amending the Financial Instruments and Exchange Act and the Payment Services Act

  金融商品取引法及び資金決済に関する法律の一部を改正する法律

  Act No. 64 of 2026The text after this amendment, on e-Gov

• 25 May 2026

  Act on the Promotion of Business Financing, etc.

  事業性融資の推進等に関する法律

  Act No. 52 of 2024The 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

• 1 May 2026

  Act Partially Amending the Financial Instruments and Exchange Act and the Act on Securities Investment Trust and Securities Investment Corporations

  金融商品取引法及び投資信託及び投資法人に関する法律の一部を改正する法律

  Act No. 32 of 2024The text after this amendment, on e-Gov

• 1 January 2026

  Act Partially Amending the Act on Promotion of Global Warming Countermeasures

  地球温暖化対策の推進に関する法律の一部を改正する法律

  Act No. 56 of 2024The text after this amendment, on e-Gov

• 1 October 2025

  Act on the Arrangement of Related Acts to Promote the Use of Information and Communications Technology in Civil Procedures, etc.

  民事関係手続等における情報通信技術の活用等の推進を図るための関係法律の整備に関する法律

  Act No. 53 of 2023The 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. (extract)

  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　抄

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

• 1 May 2025

  Act Partially Amending the Financial Instruments and Exchange Act and the Act on Securities Investment Trust and Securities Investment Corporations

  金融商品取引法及び投資信託及び投資法人に関する法律の一部を改正する法律

  Act No. 32 of 2024The text after this amendment, on e-Gov

• 1 April 2025

  Act on the Arrangement of Related Acts upon the Enforcement of the Act on the Issuance of Official Gazettes

  官報の発行に関する法律の施行に伴う関係法律の整備に関する法律

  Act No. 86 of 2023The text after this amendment, on e-Gov

All 53 amendments already in force

• The disclosure chapter (Chapter II) does not apply to Japanese government bonds, local government bonds and bonds whose principal and interest the government guarantees; nor, unless a Cabinet Order calls for disclosure, to bonds corporations issue under special Acts, equity of corporations set up under special Acts, or loan trust beneficiary certificates; nor to other securities a Cabinet Order names. Nor does it apply to the rights the Act lists as counting as securities although they are not rights a certificate would show — trust beneficial interests, membership interests in some companies, partnership and similar fund interests and the like — except interests a Cabinet Order specifies, chiefly in schemes that mainly invest in securities, and such rights transferable electronically (電子記録移転権利).(Art. 2(2), Art. 3(1), Art. 3(1)(i), Art. 3(1)(ii), Art. 3(1)(iii), Art. 3(1)(iv), Art. 3(1)(v)) (the provisions it rests on)
• Where the customer is a professional investor (特定投資家) — a qualified institutional investor, the State, the Bank of Japan, or a corporation a Cabinet Office Order lists — the rules on advertising, the bans on unsolicited visits, calls and continued solicitation, the suitability rule, the pre-contract information duty and the right to cancel some contracts in writing do not apply, unless a Cabinet Office Order provides otherwise. A professional investor among those corporations may ask to be treated as an ordinary customer, and any other corporation, as well as an individual who meets a Cabinet Office Order's requirements, may ask to be treated as a professional investor.(Art. 2(31), Art. 45(1), Art. 45(1)(i), Art. 45(1)(ii), Art. 34-2(1), Art. 34-3(1), Art. 34-4(1)) (the provisions it rests on)
• A fund business whose investors are qualified institutional investors and no more than a number a Cabinet Order sets of other investors of kinds it names — privately placing partnership-type interests with them, or managing the money they put in, apart from cases a Cabinet Office Order excludes — needs no registration, but must notify the Prime Minister in advance. While it carries the business on, it is treated as a financial instruments business operator for the rules on advertising, pre-contract and contract information, false statements and misleading certainty, compensating losses and suitability, among others.(Art. 63(1), Art. 63(1)(i), Art. 63(1)(ii), Art. 63(2), Art. 63(11)) (the provisions it rests on)
• The ban on making good customers' losses does not apply to compensating a loss caused by an accident (事故) — unlawful or improper conduct by the business or its staff of a kind a Cabinet Office Order specifies; where the offer, promise or payment comes after the loss, this holds only if the Prime Minister has confirmed in advance that the loss arose from the accident, or in other cases a Cabinet Office Order sets.(Art. 39(3)) (the provisions it rests on)
• Banks, cooperative financial institutions and other financial institutions a Cabinet Order names may not carry on securities-related business or investment management, but may buy and sell securities for investment under another Act or as trustees, and the ban does not reach the activities the Act lists, such as dealing in government and local government bonds, selling investment trusts and executing customers' written orders; they must register with the Prime Minister to carry these on.This is the rule until the change takes effect, 22 July 2027 at the latest.(Art. 33(1), Art. 33(2), Art. 33(2)(i), Art. 33(2)(ii), Art. 33-2(1)) (the provisions it rests on)
• Banks, cooperative financial institutions and other financial institutions a Cabinet Order names may not carry on securities-related business, investment management or crypto-asset business (暗号資産取引業), but may buy and sell securities or crypto-assets for investment under another Act or as trustees, and the ban does not reach the activities the Act lists, such as dealing in government and local government bonds, selling investment trusts and executing customers' written orders; they must register with the Prime Minister to carry these on.This is the rule from a day still to be set, 22 July 2027 at the latest.(Art. 33(1), Art. 33(2), Art. 33(2)(i), Art. 33(2)(ii), Art. 33-2(1)) (the provisions it rests on)
• The insider-trading ban does not apply in the cases the Act lists, among them acquiring shares by exercising share options or subscription rights, selling shares under a shareholder's statutory demand that the company buy them back or trading to meet a legal duty, trading off the market between two people who both know the fact, and trades carrying out a contract made or a plan decided before the insider learned the fact, in cases a Cabinet Office Order sets.(Art. 166(6), Art. 166(6)(ii), Art. 166(6)(iii), Art. 166(6)(vii), Art. 166(6)(xii)) (the provisions it rests on)
• Only an offering (募集) needs a registration statement: soliciting the purchase of newly issued securities is a private placement (私募), not an offering, where it is made only to qualified institutional investors, or only to professional investors, or otherwise to fewer people than a Cabinet Order sets with the securities unlikely to be widely held, in each case under conditions Cabinet Orders set.This is the rule until 31 March 2027.(Art. 2(3), Art. 2(3)(i), Art. 2(3)(ii), Art. 2(3)(ii)(a), Art. 2(3)(ii)(b), Art. 2(3)(ii)(c)) (the provisions it rests on)
• Only an offering (募集) needs a registration statement: soliciting the purchase of newly issued securities is a private placement (私募), not an offering, where it is made only to qualified institutional investors; only to professional investors, other corporations and individuals who meet a Cabinet Office Order's requirements (特定投資家等); only to the issuer's own officers, employees and others a Cabinet Office Order names, to give them its shares as pay or a benefit in cases a Cabinet Order sets; or otherwise to fewer people than a Cabinet Order sets with the securities unlikely to be widely held — in each case under conditions Cabinet Orders set. These rules apply to solicitations begun on or after the day the amendment takes effect.This is the rule from 1 April 2027.(Art. 2(3), Art. 2(3)(i), Art. 2(3)(i)(a), Art. 2(3)(i)(b), Art. 2(3)(ii), Art. 2(3)(ii)(a), Art. 2(3)(ii)(b), Art. 2(3)(ii)(c), Art. 2(3)(ii)(d), Suppl. Prov. Art. 2(1)) (the provisions it rests on)
• Financial instruments business operators that deal in securities or manage investments, banks and others a Cabinet Office Order lists, holding shares without the purpose of proposals that would significantly change or affect the issuer's business, and the State, local governments and others a Cabinet Office Order lists, may report large-volume holdings on reference dates they have notified to the Prime Minister — within five days of the first reference date on which the holding exceeds 5% — rather than within five days of crossing 5%, unless the holding exceeds a percentage a Cabinet Office Order sets or another case it sets applies.(Art. 27-26(1)) (the provisions it rests on)

• Submitting a securities registration statement or annual securities report with a false statement on a material matter, carrying on financial instruments business without registration, and breaking the bans on fraud, spreading rumours and market manipulation (Articles 157 to 159, and the matching bans for crypto-assets) are punishable by imprisonment (拘禁刑) of up to 10 years, a fine of up to 10 million yen, or both. Manipulating the price of securities or derivatives for gain — moving, pegging, fixing or stabilising it through an offence against the fraud, rumour or manipulation bans, and then trading at that price — carries imprisonment of up to 10 years and a fine of up to 30 million yen together.(Art. 197(1), Art. 197(1)(i), Art. 197(1)(v), Art. 197(1)(vi), Art. 197(2), Art. 197(2)(i), Art. 29(1)) (the provisions it rests on)
• Making an offering when the required notification has not been accepted, failing to submit an annual securities report, a tender offer registration statement or a statement of large-volume holdings or of changes, trading in breach of the insider bans (Articles 166 and 167), and passing on a material fact or recommending a trade where the person told then trades before publication are punishable by imprisonment of up to 5 years, a fine of up to 5 million yen, or both.(Art. 197-2(1), Art. 197-2(1)(i), Art. 197-2(1)(v), Art. 197-2(1)(xiii), Art. 197-2(1)(xiv), Art. 197-2(1)(xv)) (the provisions it rests on)
• Where such an offence is committed by a representative or staff member in the business of a company or other organisation, the organisation is fined as well: up to 700 million yen for an offence under Article 197 and up to 500 million yen for one under Article 197-2. Property gained through fraud, rumours, market manipulation or insider trading, and what was got in exchange for it, is confiscated, unless the circumstances, such as damages paid, make that inappropriate; where it cannot be confiscated, its value is collected from the offender.(Art. 207(1), Art. 207(1)(i), Art. 207(1)(ii), Art. 198-2(1), Art. 198-2(1)(i), Art. 198-2(1)(ii), Art. 198-2(2)) (the provisions it rests on)
• The Prime Minister must order a person to pay an administrative monetary penalty (課徴金) to the national treasury for, among other breaches, making an offering without an accepted notification, submitting an annual securities report with a false statement, spreading rumours or using fraudulent means that affected prices, manipulating prices, and insider trading. The order follows trial procedures (審判手続) before a panel of three trial examiners (審判官), or one examiner in a simple case. It cannot be challenged by a request for administrative review; an action in court to rescind it must be filed within 30 days of its taking effect.(Art. 172(1), Art. 172-4(1), Art. 173(1), Art. 174(1), Art. 174-2(1), Art. 174-3(1), Art. 175(1), Art. 178(1), Art. 180(1), Art. 185-7(1), Art. 185-18(1), Art. 185-21(1)) (the provisions it rests on)
• To investigate a case that may call for an administrative monetary penalty for spreading rumours, market manipulation, insider trading, or helping or inciting the filing of false disclosure documents, officials may ask the people involved and witnesses to appear, question them and take their opinions or reports, order the people involved to produce books and other articles and keep them, and enter their business premises and other necessary places to inspect books and other articles.(Art. 177(1), Art. 177(1)(i), Art. 177(1)(ii), Art. 177(1)(iii)) (the provisions it rests on)
• Where public interest or investor protection requires, the Prime Minister may order a financial instruments business operator to change its business methods or take other steps to improve its operations or finances, and, on the grounds the Act lists, may revoke its registration or order it to suspend all or part of its business for up to six months. The Prime Minister may also order operators, those who deal with them and companies connected with them to report on, or produce materials about, the operator's business or assets. Officials may inspect the business, assets, books and records of operators, of banks in which they hold a majority of the votes, of holding companies they belong to and of those they outsource work to — not of those who merely deal with them.(Art. 51(1), Art. 52(1), Art. 56-2(1)) (the provisions it rests on)
• Where public interest or investor protection requires, the Prime Minister may order a person who has submitted, or appears bound to submit, disclosure documents open to public inspection, the underwriters of the securities, and other people concerned or witnesses to report or produce materials, and have officials inspect their books and other articles.(Art. 26(1)) (the provisions it rests on)
• The Prime Minister's powers under the Act, apart from those a Cabinet Order keeps, are delegated to the Commissioner of the Financial Services Agency (金融庁長官), who delegates to the Securities and Exchange Surveillance Commission (証券取引等監視委員会) the inspections concerned with fair trading and the investigations for administrative monetary penalties, and may delegate other inspections to it. On a petition of the Prime Minister, alone or with the Minister of Finance, a court may order a person who is breaching, or about to breach, the Act or an order under it to stop, where that is urgently needed and appropriate for the public interest and investor protection.(Art. 194-7(1), Art. 194-7(2), Art. 194-7(2)(i), Art. 194-7(2)(viii), Art. 194-7(3), Art. 192(1), Art. 192(1)(i)) (the provisions it rests on)
• To investigate criminal cases — offences under the Act that a Cabinet Order names, such as those that harm the fairness of trading — officials of the Securities and Exchange Surveillance Commission may ask suspects and witnesses to appear, question them, and inspect or retain articles they hold or hand over voluntarily; with a warrant a judge issues in advance, they may enter premises, search people and places, and seize evidence. When an investigation convinces the Commission that an offence was committed, it must file an accusation (告発) and hand over what it retained or seized, which is then treated as seized under the Code of Criminal Procedure, a separate Act.(Art. 210(1), Art. 211(1), Art. 226(1), Art. 226(3)) (the provisions it rests on)
• The filer of a securities registration statement with a false statement on a material matter, or one that leaves out a material matter or a fact needed to avoid misleading, is liable for damages to those who bought in the offering, unless they knew; the claim lapses three years after the buyer learned, or could with due care have learned, of the defect, and in any case seven years after the notification took effect or the prospectus was delivered. The submitter of disclosure documents open to public inspection that have such a defect is liable, up to an amount calculated as Article 19(1) provides, to those who bought or sold the securities other than in an offering while the documents were open to inspection, unless they knew or the submitter proves it was neither intentional nor negligent. A person who broke the ban on market manipulation is liable to those who traded, or placed orders, at the price the manipulation formed; the claim lapses one year after the claimant learned of the breach or three years after it.(Art. 18(1), Art. 20(1), Art. 20(1)(i), Art. 20(1)(ii), Art. 21-2(1), Art. 21-2(2), Art. 160(1), Art. 160(2)) (the provisions it rests on)
• A contract by which an unregistered business sold unlisted securities (未公開有価証券) to a customer, or arranged such a sale, is void, unless the business, or the seller or issuer that is party to the contract, proves that the sale did not fail to protect the customer, given the customer's knowledge, experience, assets and purpose, or that it was not an act of unjust enrichment.(Art. 171-2(1)) (the provisions it rests on)
• Where a designated dispute resolution organization (指定紛争解決機関) exists for its kind of business, a financial instruments business operator must conclude a basic contract with one for handling customers' complaints and disputes. A financial instruments business operator, apart from those a Cabinet Order excludes, must join an investor protection fund (投資者保護基金); where the fund finds that a member cannot smoothly return its customers' assets, it pays a general customer, on their claim, an amount worked out under a Cabinet Office Order and Ministry of Finance Order, up to a limit a Cabinet Order sets.(Art. 37-7(1), Art. 37-7(1)(i), Art. 156-38(1), Art. 79-27(1), Art. 79-54(1), Art. 79-56(1), Art. 79-57(3)) (the provisions it rests on)