Financial Instruments and Exchange Act

Notwithstanding the provisions of Article 29, a person other than a bank, a cooperative financial institution, or a financial institution specified by Cabinet Order (but not a person engaged in type-I financial instruments business (meaning type-I financial instruments business as prescribed in Article 28, paragraph (1); hereinafter the same applies in this Chapter) and not the officer or employee of a registered financial institution) may be registered by the Prime Minister and engage in financial instruments intermediary service.

A person seeking to obtain the registration referred to in the preceding Article must submit a written application for registration that states the following particulars to the Prime Minister:

the trade name or name;

the names of its officers, if it is a corporation;

the name and location of the business office or office for conducting financial instruments intermediary services;

the trade name or name of the financial instruments business operator (limited to one engaged in type-I financial instruments business or investment management business (meaning investment management business as prescribed in Article 28, paragraph (4); the same applies in Article 66-14, item (i), (d))) or registered financial institution entrusting the applicant (hereinafter referred to as the "entrusting financial instruments business operator, etc." in this Chapter and Chapter IV);

if the person engages in other business, the type of that business; 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 Article 66-4, item (i) or (ii);

a document stating the things specified by Cabinet Office Order as constituting the business outline and business methods for financial instruments intermediary service;

its articles of incorporation and the certificate of registered information for the company (including documents equivalent to these), if it is a corporation; 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 those specified by Cabinet Office Order) may accompany a written application for registration lieu of written documents.

When an application is filed for the registration referred to in Article 66, 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 financial instruments intermediary service providers 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 financial instruments intermediary service providers register available for public inspection.

The Prime Minister must refuse a registration if the 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:

the applicant for registration is an individual that falls under any of the categories in Article 29-4, paragraph (1), item (ii), (a) through (i);

the applicant for registration is a corporation that falls under any of the following categories:

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

a person that has a person falling under any of Article 29-4, paragraph (1), item (ii), (a) through (i) as an officer;

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

a person that is found not to have the knowledge or experience to perform financial instruments intermediary service in an appropriate manner; or

the applicant for registration has an entrusting financial instruments business operator, etc. that is not a member of an association (meaning an authorized financial instruments firms association or a certified financial instruments firms association as prescribed in Article 78, paragraph (2)).

If any particular set forth in the items of Article 66-2, paragraph (1) changes, the financial instruments intermediary service provider 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 financial instruments intermediary service providers register.

If the business outline or business methods that a financial instruments intermediary service provider has stated in a document set forth in Article 66-2, paragraph (2), item (ii) change, the financial instruments intermediary service provider must notify the Prime Minister of this without delay, pursuant to the provisions of Cabinet Office Order.

A person that is not a financial instruments intermediary service provider must not use a trade name or name that refers to them as a financial instruments intermediary service provider, and must not use any trade name or name that is confusingly similar to this.

A financial instruments intermediary service provider must post a sign in the format specified by Cabinet Office Order in a place that is accessible to the public at each of its business offices or other offices.

A financial instruments intermediary service provider must, pursuant to the provisions of Cabinet Office Order, make its trade name or name, and other particulars specified by Cabinet Office Order available for public inspection by automatic public transmission performed by connection to telecommunication lines; provided, however, that this does not apply where the scale of its business is extremely small or in other cases specified by Cabinet Office Order.

A person other than a financial instruments intermediary service provider must not post the sign referred to in paragraph (1) or a sign similar thereto.

A financial instruments intermediary service provider must not allow another person to engage in financial instruments intermediary services using the name of the relevant financial instruments intermediary service provider.

When advertising the contents of its financial instruments intermediary service or performing any similar act specified by Cabinet Office Order, a financial instruments intermediary service provider must give the following particulars, pursuant to the provisions of Cabinet Office Order:

the trade name or name of the financial instruments intermediary service provider;

an indication that the financial instruments intermediary service provider is a financial instruments intermediary service provider, and its registration number; and

the particulars of the contents of the financial instruments intermediary service that the financial instruments intermediary service provider engages in, which is specified by Cabinet Order as material particulars that may have an impact on customers' judgment.

When advertising the contents of its financial instruments intermediary service or engaging in any similar act specified by Cabinet Office Order, a financial instruments intermediary service provider must not make a representation that significantly conflicts with the fact of the matter or that could cause a person to have a serious misconception about the prospect of profiting from the performance of an act that constitutes a financial instruments transaction, or about any other matter that is specified by Cabinet Office Order.

If a financial instruments intermediary service provider seeks to perform an act set forth in any of the items of Article 2, paragraph (11) (hereinafter referred to as the "intermediation for financial instruments" in this Chapter), it must clearly indicate the following particulars to customers in advance:

the trade name or the name of the entrusting financial instruments business operator, etc.;

that the financial instruments intermediary service provider does not have authority of representation in respect of the entrusting financial instruments business operator, etc.;

the import of the provisions of Article 66-13; and

other matters specified by Cabinet Office Order.

A financial instruments intermediary service provider (excluding a person that is a financial instruments business operator) must not engage in any act set forth in the items of Article 2, paragraph (8), except for the intermediation for financial instruments to which a customer of its financial instruments intermediary service is the other party, as entrusted by the entrusting financial instruments business operator, etc.

A financial instruments intermediary service provider must not, for any reason, receive a deposit of money or securities from a customer, or have a person specified by Cabinet Order as being closely related to that financial instruments intermediary service provider deposit a customer's money or securities, in connection with the financial instruments intermediary service it conducts.