Chapter II Disclosure of Corporate Affairs, etc. (Articles 17 to 21)
The law as Act Partially Amending the Financial Instruments and Exchange Act and the Payment Services Act (Act No. 64 of 2026) leaves it, with the words it changes marked.
The main text is read a page at a time: a chapter to a page, and a long chapter in runs of articles. The whole main text, and the supplementary provisions and appended tables this amendment changes. Those it leaves untouched are on the page for the text in force.
Article 17第十七条
Compensatory Liability of a Person Using a Prospectus Containing a False Statement（虚偽記載のある目論見書等を使用した者の賠償責任）
A person that, in a public offering or secondary distribution of securities that is subject to the main clause of Article 4, paragraph (1), the main clause of Article 4, paragraph (2) or the main clause of Article 4, paragraph (3) or of securities for which disclosure has already been made, causes securities to be acquired while using a prospectus referred to in Article 13, paragraph (1) that contains a false statement regarding a material particular, lacks a statement of a material particular that is required to be stated, or lacks a statement of material fact that is necessary to prevent it from being misleading, or while using materials that contain a false or misleading representation about a material particular, or that lack a representation of material fact that is necessary to prevent them from being misleading, is liable to compensate for damage sustained by a person that acquires the securities without knowing that the statement is false or has been omitted, that the representation is false or misleading, or that a representation has been omitted; provided, however, that this does not apply if the person that would be liable to compensate proves it did not know, and in the exercise of reasonable care could not have known, that the statement was false or had been omitted, or that the representation was false or misleading.
Article 17, paragraph (2)（虚偽記載のある目論見書等を使用した者の賠償責任）(Compensatory Liability of a Person Using a Prospectus Containing a False Statement)Added
In the case referred to in the preceding paragraph, a statement regarding information on forecasts of future business activities and other uncertain information specified by Cabinet Office Order, among the particulars stated in the prospectus referred to in Article 13, paragraph (1), must not, in a case specified by Cabinet Office Order as one in which reasonableness is found to be ensured in light of the process of consideration leading to that statement on the part of the issuer that prepared the prospectus, be construed as falling under a false statement solely because a fact differing from that statement becomes known or because of any other circumstance specified by Cabinet Office Order.
If a securities registration statement contains a false statement regarding a material particular, lacks a statement of a material particular that is required to be stated, or lacks a statement of a material fact that is necessary to prevent it from being misleading, the person that submitted the securities registration statement is liable to compensate for damage sustained by a person that acquires the securities through the public offering or secondary distribution; provided, however, that this does not apply if the person that acquires the securities knows that the statement is false or has been omitted at the time the person offers to acquire the securities.
Article 18, paragraph (2)（虚偽記載のある届出書の届出者等の賠償責任）(Compensatory Liability of the Person Submitting a Securities Registration Statement Containing a False Statement)Changed
The preceding paragraph applies mutatis mutandis if a prospectusIn the case referred to in Article 13,the preceding paragraph (1) contains, a false statement regarding a material particular, lacks a statement of a material particular that is required to be stated, or lacks a statement ofinformation on forecasts of future business activities and other uncertain information specified by Cabinet Office Order, among the particulars stated in a material fact that is necessary to prevent it from being misleading. In this case, securities registration statement, must not, in a case specified by Cabinet Office Order as one in the preceding paragraph, the phrase "the person that submitted the securities registration statement" is deemedwhich reasonableness is found to be ensured in light of the process of consideration leading to be replaced with "that statement on the issuer part of the person that preparedsubmitted the prospectus" and the phrase "through the public offering or secondary distribution" is deemed to be replaced with "through the public offeringsecurities registration statement, be construed as falling under a false statement solely because a fact differing from that statement becomes known or secondary distribution after receiving the prospectus"because of any other circumstance specified by Cabinet Office Order.
Article 18, paragraph (3)（虚偽記載のある届出書の届出者等の賠償責任）(Compensatory Liability of the Person Submitting a Securities Registration Statement Containing a False Statement)Added
The preceding two paragraphs apply mutatis mutandis if a prospectus referred to in Article 13, paragraph (1) contains a false statement regarding a material particular, lacks a statement of a material particular that is required to be stated, or lacks a statement of a material fact that is necessary to prevent it from being misleading. In this case, in the preceding two paragraphs, the phrase "the person that submitted the securities registration statement" is deemed to be replaced with "the issuer that prepared the prospectus", and in paragraph (1), the phrase "through the public offering or secondary distribution" is deemed to be replaced with "through the public offering or secondary distribution after receiving the prospectus".
Amount of Compensatory Liability Person Submitting a Securities Registration Statement That Contains a False Statement（虚偽記載のある届出書の届出者等の賠償責任額）
Article 19, paragraph (1)
The amount of compensation for which a person is liable pursuant to the preceding Article is the amount calculated by deducting the amount specified in each of the following items from the amount that the claimant paid to acquire the securities:
the market value of the securities at the time the claimant claims damages pursuant to the preceding Article (or, if they have no market value, their estimated disposal value at such time); or
the disposal value of the securities, if they were disposed of before the time referred to in the preceding item.
前号の時前に当該有価証券を処分した場合においては、その処分価額
Article 19, paragraph (2)
If the person that would be liable to compensate pursuant to the preceding Article proves that all or part of the damage sustained by the claimant is due to circumstances other than the decline in the value of the securities that would have arisen from the securities registration statement or the prospectus containing a false statement regarding a material particular, lacking a statement of a material particular that is required to be stated, or lacking a statement of a material fact that is necessary to prevent it from being misleading, the person is not liable for the whole or such part of the compensation.
Prescription of the Right to Claim Compensation from the Person Submitting a Securities Registration Statement That Contains a False Statement（虚偽記載のある届出書の届出者等に対する賠償請求権の時効）
Article 20, paragraph (1)
A claim for compensation under the provisions of Article 18 extinguishes by prescription in the following cases:
第十八条の規定による賠償の請求権は、次に掲げる場合には、時効によつて消滅する。
Article 20, paragraph (1), item (i)
when compensation is not claimed for three years sarting from the time when the claimant comes to know, or in exercise of reasonable care could have come to know, that the securities registration statement or the prospectus includes a false statement regarding a material particular, lacks a statement of a material particular that is required to be stated, or lacks a statement of a material fact that is necessary to prevent it from being misleading; or
when compensation is not claimed for seven years (excluding, if an order for suspension under Article 10, paragraph (1) or Article 11, paragraph (1) has been issued, the period from the day on which the order for suspension is issued to the day on which the order is canceled) from the time when the notification under the provisions of Article 4, paragraphs (1) through (3) for the public offering or secondary distribution of the securities becomes effective or the prospectus is delivered.
If a securities registration statement contains a false statement regarding a material particular, lacks a statement of a material particular that is required to be stated, or lacks a statement of material fact that is necessary to prevent it from being misleading, the following persons are liable to compensate a person that acquires the relevant securities through a public offering or secondary distribution, for damage arising from the statement being false or having been omitted; provided, however, that this does not apply if the person that acquires the securities knows that the statement is false or has been omitted at the time the person offers to acquire the securities:
a person that, at the time of submission of the securities registration statement, is an officer (meaning a director, accounting advisor, company auditor, executive officer, or a person equivalent thereto; the same applies hereinafter, except in Article 163 to Article 167) of the company that submitted the securities registration statement, or an incorporator of that company (limited to cases in which the securities registration statement was submitted before the incorporation of the company);
the holder of the securities subject to the secondary distribution (or, if the holder had acquired the securities from their previous holder by entering into a contract specifying that the securities would be sold through a secondary distribution, the previous holder that is the other party to the contract);
Article 21, paragraph (1), item (iii)（虚偽記載のある届出書の提出会社の役員等の賠償責任）(Compensatory Liability of the Officers of a Company Submitting a Statement That Contains a False Statement)Changed
a certified public accountant or the audit corporation that, in the audit certification provided for in Article 193-226-3, paragraph (1) in connection with the securities registration statement, certifies a statement in the documents under the audit certification which is false or has been omitted, as not being false or as not having been omitted; and
Article 21, paragraph (1), item (iv)（虚偽記載のある届出書の提出会社の役員等の賠償責任）(Compensatory Liability of the Officers of a Company Submitting a Statement That Contains a False Statement)Changed
the financial instruments business operator or registered financial institutiona specified non-financial information audit certification provider that concludes, in the wholesale underwriting contract with the issuer of specified non-financial information audit certification in connection with the securities subject to the public offering or with either person specified in registration statement, certifies specified non-financial information provided for in Article 26-4, paragraph (2), item (ii). that is subject to the specified non-financial information audit certification, in which a statement is false or has been omitted, as not being false or as not having been omitted; and
Article 21, paragraph (1), item (v)（虚偽記載のある届出書の提出会社の役員等の賠償責任）(Compensatory Liability of the Officers of a Company Submitting a Statement That Contains a False Statement)Added
the financial instruments business operator or registered financial institution that concludes the wholesale underwriting contract with the issuer of the securities subject to the public offering or with either person specified in item (ii).
In the case referred to in the preceding paragraph, a person set forth in any of the following items is not liable for the compensation set forth in that paragraph, if that person proves the particular set forth in the relevant item:
the person specified in item (i) or (ii) of the preceding paragraph:it did not know, and in the exercise of reasonable care could not have known, that the statement was false or had been omitted;
a person or firm specified in item (iii) of the preceding paragraph:it did not intentionally or negligently provide such inappropriate certification; and
前項第三号に掲げる者 同号の証明をしたことについて故意又は過失がなかつたこと。
Article 21, paragraph (2), item (iii)（虚偽記載のある届出書の提出会社の役員等の賠償責任）(Compensatory Liability of the Officers of a Company Submitting a Statement That Contains a False Statement)Changed
the person or firm specified in item (iv) of the preceding paragraph:it did not know, and, with respect to parts other than the part involving documents related to financial accounting provided for in Article 193-2, paragraph (1), inintentionally or negligently provide the exercise of reasonable care it could not have known,certification under that the statement was false or had been omitted.item; and
Article 21, paragraph (2), item (iv)（虚偽記載のある届出書の提出会社の役員等の賠償責任）(Compensatory Liability of the Officers of a Company Submitting a Statement That Contains a False Statement)Added
the person or firm specified in item (v) of the preceding paragraph: it did not know, and, with respect to parts other than the part involving the documents on financial accounting provided for in Article 26-3, paragraph (1) and the specified non-financial information provided for in Article 26-4, paragraph (2), item (ii) that is subject to the specified non-financial information audit certification, in the exercise of reasonable care it could not have known, that the statement was false or had been omitted.
Article 21, paragraph (3)（虚偽記載のある届出書の提出会社の役員等の賠償責任）(Compensatory Liability of the Officers of a Company Submitting a Statement That Contains a False Statement)Changed
The provisions of paragraph (1), items (i) and (ii), and item (i) ofIn the preceding paragraph apply mutatis mutandis if a prospectuscase referred to in Article 13, paragraph (1) contains, a false statement regarding a material particular, lacks a statement of a material particular that is required to be stated, or lacks a statement ofinformation on forecasts of future business activities and other uncertain information specified by Cabinet Office Order, among the particulars stated in a material fact that is necessary to prevent it from being misleading. In this casesecurities registration statement, must not, in paragraph (1), the phrase "through the relevant public offering or secondary distribution"a case specified by Cabinet Office Order as one in which reasonableness is deemedfound to be replaced with "through the relevant public offering or secondary distribution after receipt ofensured in light of the process of consideration leading to that statement on the prospectus", the phrase "part of the company that submitted the securities registration statement" is deemed to, be replaced with "the company that prepared the prospectus", the phrase "at the time of submission" is deemed to be replaced with "at the timeconstrued as falling under a false statement solely because a fact differing from that statement becomes known or because of preparation", and the phrase "was submitted" is deemed to be replaced with "was prepared"any other circumstance specified by Cabinet Office Order.
Article 21, paragraph (4)（虚偽記載のある届出書の提出会社の役員等の賠償責任）(Compensatory Liability of the Officers of a Company Submitting a Statement That Contains a False Statement)Changed
The term "wholesale underwriting contract" as used in paragraph (1), provisions of paragraph (1) (limited to the portions pertaining to items (i) and (ii)), paragraph (2) (limited to the portion pertaining to item (iv) means one i)) and the preceding paragraph apply mutatis mutandis if a prospectus referred to in Article 13, paragraph (1) contains a false statement regarding a material particular, lacks a statement of the following contracts concluded on the occasion a material particular that is required to be stated, or lacks a statement of a material fact that is necessary to prevent it from being misleading. In this case, in paragraph (1), the phrase "through a public offering or secondary distribution" is deemed to be replaced with "through a public offering or secondary distribution after receipt of the prospectus"; in item (i) of that paragraph, the phrase "the company that submitted the securities: registration statement" is deemed to be replaced with "the company that prepared the prospectus", the phrase "at the time of submission" is deemed to be replaced with "at the time of preparation", and the phrase "was submitted" is deemed to be replaced with "was prepared"; and in the preceding paragraph, the phrase "the company that submitted the securities registration statement" is deemed to be replaced with "the company that prepared the prospectus".
Article 21, paragraph (4), item (i)（虚偽記載のある届出書の提出会社の役員等の賠償責任）(Compensatory Liability of the Officers of a Company Submitting a Statement That Contains a False Statement)Removed
a contract stipulating that the underwriter will acquire all or part of the relevant securities from the issuer or holder (excluding a financial instruments business operator or registered financial institution; the same applies in the following item and item (iii)), with the aim of having other persons acquire them; or
Article 21, paragraph (4), item (ii)（虚偽記載のある届出書の提出会社の役員等の賠償責任）(Compensatory Liability of the Officers of a Company Submitting a Statement That Contains a False Statement)Removed
a contract stipulating that if no other person acquires all or part of the relevant securities, the underwriter will acquire those that remain from the issuer or holder;
Article 21, paragraph (4), item (iii)（虚偽記載のある届出書の提出会社の役員等の賠償責任）(Compensatory Liability of the Officers of a Company Submitting a Statement That Contains a False Statement)Removed
if the relevant securities are share option certificates (including the securities specified by Cabinet Office Order as being equivalent to them; hereinafter the same applies in this item), a contract stipulating that if the person that has acquired those share option certificates does not exercise the share options (including the rights specified by Cabinet Office Order as being equivalent to them; hereinafter the same applies in this item) associated with all or part of those share option certificates, the underwriter themselves or a third party will acquire the share option certificates associated with the unexercised share options from the issuer or holder and exercise them.
Article 21, paragraph (5)（虚偽記載のある届出書の提出会社の役員等の賠償責任）(Compensatory Liability of the Officers of a Company Submitting a Statement That Contains a False Statement)Added
The term "wholesale underwriting contract" as used in paragraph (1), item (v) means one of the following contracts concluded on the occasion of a public offering or secondary distribution of securities:
Article 21, paragraph (5), item (i)（虚偽記載のある届出書の提出会社の役員等の賠償責任）(Compensatory Liability of the Officers of a Company Submitting a Statement That Contains a False Statement)Added
a contract stipulating that the underwriter will acquire all or part of the relevant securities from the issuer or holder (excluding a financial instruments business operator or registered financial institution; the same applies in the following item and item (iii)), with the aim of having other persons acquire them;
Article 21, paragraph (5), item (ii)（虚偽記載のある届出書の提出会社の役員等の賠償責任）(Compensatory Liability of the Officers of a Company Submitting a Statement That Contains a False Statement)Added
a contract stipulating that if no other person acquires all or part of the relevant securities, the underwriter will acquire those that remain from the issuer or holder; or
Article 21, paragraph (5), item (iii)（虚偽記載のある届出書の提出会社の役員等の賠償責任）(Compensatory Liability of the Officers of a Company Submitting a Statement That Contains a False Statement)Added
if the relevant securities are share option certificates (including the securities specified by Cabinet Office Order as being equivalent to them; hereinafter the same applies in this item), a contract stipulating that if the person that has acquired those share option certificates does not exercise the share options (including the rights specified by Cabinet Office Order as being equivalent to them; hereinafter the same applies in this item) associated with all or part of those share option certificates, the underwriter itself or a third party will acquire the share option certificates associated with the unexercised share options from the issuer or holder and exercise them.