Financial Instruments and Exchange Act

A corporation engaged in credit rating services (including an organization without legal personality whose representative or administrator has been designated; hereinafter the same applies in this Chapter, except in paragraph (1), item (ii) of the following Article and Article 66-47) may be registered by the Prime Minister.

A person seeking to be registered as referred to in the preceding Article must submit a written application for registration to the Prime Minister, in which it states the following particulars. In such a case, a foreign corporation must designate a domestic representative (limited to one responsible for business at all business offices or offices that the foreign corporation operates in Japan so as to engage in credit rating services) or a person specified by Cabinet Office Order as equivalent to this, before submitting such a written application for registration:

its trade name or name;

the names of its officers (including the representative or administrator of an organization without legal personality for which a representative or administrator has been designated; hereinafter the same applies in this Chapter);

the name and location of the business offices or offices for credit rating services (or the head office, principal business office or office, or any other business office or office in Japan, for a foreign corporation);

if it engages in other business, the business type; and

other particulars specified by Cabinet Office Order.

The following documents must accompany the written application for registration referred to in the preceding paragraph:

a document pledging that the applicant does not fall under the purview of Article 66-30, paragraph (1), item (ii) or (iii);

a document stating the things specified by Cabinet Office Order as constituting the business outline and business methods for credit rating services;

the articles of incorporation and the certificate of registered information for the company (including documents equivalent to these); and

other documents specified by Cabinet Office Order.

In the case referred to in item (iii) of the preceding paragraph, if the articles of incorporation have been prepared as electronic or magnetic records, electronic or magnetic records (limited to that specified by Cabinet Office Order) may accompany a written application for registration in lieu of documents.

When an application is filed for the registration referred to in Article 66-27, unless the Prime Minister refuses the registration pursuant to the provisions of the following Article, the Prime Minister must register the following particulars in a credit rating agencies register:

the particulars set forth in the items of paragraph (1) of the preceding Article; and

the date of registration and registration number.

The Prime Minister must make the credit rating agencies register available to the public.

The Prime Minister must refuse to effect a registration if an applicant for registration falls under any of the following items, if the written application for registration or a document or electronic or magnetic record that is required to accompany it contains a false statement or record, or if it omits a statement or record of a material fact:

a person other than a corporation;

a corporation that falls under any of Article 29-4, paragraph (1), item (i), (a) through (c);

a corporation that has a person falling under any of the following persons as an officer;

a person specified by Cabinet Office Order as being unable to properly perform business related to credit rating services due to a mental or physical disorder; or

a person falling under any of Article 29-4, paragraph (1), item (ii), (b) through (i);

a corporation whose other business is found to be contrary to the public interest; or

a corporation that is found not to have in place the necessary system for fairly and appropriately performing credit rating services.

Beyond what is provided for in the preceding paragraph, the Prime Minister must refuse a registration if the applicant for registration is a foreign corporation and has no business office or office in Japan; provided, however, that this does not apply in cases specified by Cabinet Office Order as those in which the applicant for registration is found to be under appropriate supervision by a foreign administrative organization that supervises persons conducting business that is found to be equivalent to credit rating services, or by any other organization equivalent to such an organization, and does not apply to a case in which refusal to effect a registration pursuant to the main clause of this paragraph would preclude the sincere implementation of a treaty or other international agreement.

If any particular set forth in the items of Article 66-28, paragraph (1) changes, the credit rating agency must notify the Prime Minister of this within two weeks from the day of the change.

Upon accepting a notification under the preceding paragraph, the Prime Minister must register the particulars given in the notification in a credit rating agencies register.

If a particular stated in a document set forth in Article 66-28, paragraph (2), item (ii) changes, the credit rating agency must notify the Prime Minister of this without delay, pursuant to the provisions of Cabinet Office Order.

A credit rating agency as well as its officers and employees must be sincere and fair in the performance of its services, from an independent standpoint.

A credit rating agency must establish an operational control system for the fair and appropriate performance of its credit rating services, pursuant to the provisions of Cabinet Office Order.

The operational control system referred to in the preceding paragraph must include measures for assigning persons with expert knowledge and skills and for otherwise managing the quality of business, measures for preventing the investors' interests from being harmed with the aim of benefiting the credit rating agency itself or a rating entity, etc. (meaning a person specified by Cabinet Office Order as having an interest in the thing on which a credit rating is based; the same applies in Article 66-35) and other measures for ensuring the proper execution of business.

A credit rating agency must not allow another person to engage in credit rating services using the name of that credit rating agency.

A credit rating agency or its officer or employee is prohibited from engaging in the following acts with regard to its credit rating services:

providing or making available for inspection a credit rating that is based on anything specified by Cabinet Office Order as those in which a rating entity, etc. has an interest, if the credit rating agency or its officer or employee is closely related as specified by Cabinet Office Order to the rating entity, etc.;

providing a credit rating or making it available for inspection, if the credit rating agency or its officer or employee has given advice to the rating entity, etc. about a matter specified by Cabinet Office Order as those that may have a material influence on the credit rating of the rating entity, etc. (this excludes the credit rating agency or its officer or employee informing the rating entity, etc. of the details of the rating policy as defined in paragraph (1) of the following Article at that person's request, and also excludes cases specified by Cabinet Office Order as those in which such advice is found to have little likelihood of resulting in insufficient investor protection, in light of the form of that advice); and

any act beyond what is set forth in the preceding two items, which is specified by Cabinet Office Order as resulting in insufficient investor protection or as causing a loss of confidence in credit rating services.

A credit rating agency, pursuant to the provisions of Cabinet Office Order, must set a policy and methodology for determining credit ratings and for providing them or making them available for inspection (such a policy is referred to as a "rating policy" in the following paragraph) and must disclose the same. The same applies if the credit rating agency changes its rating policy.

A credit rating agency must carry out its credit rating services in accordance with the rating policy.

A credit rating agency must prepare and preserve books and documents concerning its credit rating services pursuant to the provisions of Cabinet Office Order.

Each business year, pursuant to the provisions of Cabinet Office Order, a credit rating agency must prepare a business report and submit it to the Prime Minister within the period specified by Cabinet Order after the end of the business year.

Each business year, a credit rating agency must prepare explanatory documents stating the particulars specified by Cabinet Office Order as pertinent to the state of its business, and during the one-year period beginning from the day on which the period specified by Cabinet Order elapses following the end of each business year, in addition to keeping these explanatory documents at all of its business offices and offices and making them available for public inspection, it must disclose them over the internet or by any other means, pursuant to the provisions of Cabinet Office Order.