Financial Instruments and Exchange Act

If a credit rating agency comes to fall under any of the following items, the person specified in the relevant item must notify the Prime Minister of this within 30 days from the day in question:

the credit rating agency discontinues credit rating services (including if the credit rating agency has the whole of its business (limited to business involved in credit rating services; hereinafter the same applies in this Article) succeeded to in a company split or transfers the whole of business):the corporation that discontinues or transfers the credit rating services or that has the credit rating services succeeded to;

the credit rating agency is a corporation, and that corporation disappears in a merger:the officer that represented the corporation;

the credit rating agency is a corporation, and that corporation is dissolved due to an order to commence bankruptcy proceedings:the bankruptcy trustee; and

the credit rating agency is a corporation, and that corporation is dissolved for reasons other than a merger or an order to commence bankruptcy proceedings:the liquidator.

If a credit rating agency comes to fall under any of the items of the preceding paragraph, the Article 66-27 registration of the credit rating agency ceases to be effective.

If a credit rating agency seeks to apply for the deletion of its Article 66-27 registration, to discontinue its credit rating services, to implement a merger (limited to one in which the credit rating agency disappears due to merger), to dissolve for reasons other than a merger or an order to commence bankruptcy proceedings, to have the whole of its business succeeded to in a company split, or to transfer the whole of its business, it must issue public notice of this, pursuant to the provisions of Cabinet Office Order, by 30 days prior to that day on which it seeks to do so.

If a credit rating agency issues a public notice under the preceding paragraph, it must immediately notify the Prime Minister of this.

The provisions of Article 940, paragraph (1) (limited to the part that involves item (i)) and paragraph (3) of the Companies Act apply mutatis mutandis if a credit rating agency (limited to one that is a company) issues a public notice under paragraph (3) through an electronic public notice. In such a case, the necessary technical replacement of terms is specified by Cabinet Order.

The provisions of Article 940, paragraph (1) (limited to the part that involves item (i)) and paragraph (3) of the Companies Act and Article 941; Article 946; Article 947; Article 951, paragraph (2); Article 953; and Article 955 of that Act apply mutatis mutandis if a credit rating agency (limited to one that is a foreign company) issues a public notice under paragraph (3) through an electronic public notice. In such a case, the necessary technical replacement of terms is specified by Cabinet Order.

If the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors as concerns the state of a credit rating agency's business operations, the Prime Minister may, to the extent necessary, order the credit rating agency to change its business methods or order it to take other measures that are necessary for improving the state of its business operations.

If a credit rating agency falls under any of the following items, the Prime Minister may rescind its Article 66-27 registration, or may order the suspension of all or part of the business during a fixed period of no longer than six months:

the credit rating agency comes to fall under any of the items of Article 66-30, paragraph (1) (excluding item (iii));

the credit rating agency comes to fall under the purview of grounds upon which the Prime Minister is required to refuse registration pursuant to Article 66-30, paragraph (2);

the credit rating agency has received its Article 66-27 registration by wrongful means;

the credit rating agency violates a law or regulation or a disposition by a government agency which is based on a law or regulation, in connection with its credit rating services;

a fact has occurred in connection with the operation of its credit rating services, which is detrimental to investors' interests; or

the credit rating agency commits a wrongful or extremely unjust act in connection with credit rating services, and the circumstances surrounding this are especially serious.

If the officer of a credit rating agency (for a foreign corporation, this is limited to an officer stationed at its domestic business office or office, or its domestic representative; hereinafter the same applies in this paragraph) comes to fall under any of Article 66-30, paragraph (1), item (iii), (a) or (b), is discovered to have fallen under (a) or (b)of that item at the time of the registration referred to in Article 66-27, or comes to fall under any of the items (iv) through (vi) of the preceding paragraph, the Prime Minister may order the credit rating agency to dismiss that officer.

If the Prime Minister is unable to ascertain the location of the business offices or offices of a credit rating agency or is unable to ascertain the whereabouts of the officer representing the credit rating agency, the Prime Minister, pursuant to the provisions of Cabinet Office Order, may issue public notice of that fact and rescind the registration of the credit rating agency if no filing is made by the credit rating agency even after 30 days past the day of the public notice.

The provisions of Chapter III of the Administrative Procedure Act do not apply to a disposition under the preceding paragraph.

If the Prime Minister rescinds an Article 66-27 registration pursuant to the provisions of paragraph (1) or (3) of the preceding Article or orders the suspension of all or part of the business pursuant to paragraph (1) of the preceding Article, the Prime Minister must issue public notice of this pursuant to the provisions of Cabinet Office Order.

When an application is filed by a Credit Rating Agency for the deletion of an Article 66-27 registration, or if an Article 66-27 registration loses its validity pursuant to the provisions of Article 66-40, paragraph (2) or the Prime Minister rescinds an Article 66-27 registration pursuant to the provisions of Article 66-42, paragraph (1) or (3), the Prime Minister must delete that registration.

When the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors, the Prime Minister may order a credit rating agency, a person that conducts transactions with a credit rating agency, the person that a credit rating agency has entrusted with its business (including a person that has received entrustment from the person (including entrustment at two or more degrees of separation from the original entrustment); hereinafter the same applies in this paragraph), or the affiliated corporation of a credit rating agency (meaning the subsidiary corporation of a credit rating agency, a corporation that has a credit rating agency as its subsidiary corporation, or the subsidiary corporation of a corporation that has a credit rating agency as its subsidiary corporation (other than the relevant credit rating agency itself), which performs the act of determining credit ratings and providing them or making them available for inspection in the course of business; hereinafter the same applies in this paragraph) to submit reports or materials that should serve as a reference with regard to the business of the credit rating agency, or may have the relevant officials inspect the state of business, documents, or other articles of a credit rating agency, the person that a credit rating agency has entrusted with its business, or the affiliated corporation of a credit rating agency (but may only have the relevant officials inspect the person that a credit rating agency has entrusted with its business or the affiliated corporation of a credit rating agency as is necessary in connection with the business of the credit rating agency).

The term "subsidiary corporation" as used in the preceding paragraph means a second corporation in which a first corporation holds the majority of the voting rights held by all the shareholders, etc. In such a case, a second corporation in which a first corporation and one or more of its subsidiary corporations hold the majority of the voting rights held by all the shareholders, etc., or in which one or more of a first corporation's subsidiary corporations hold the majority the voting rights held by all the shareholders, etc., is deemed to be the subsidiary corporation of that first corporation.

If there is a vacant position for the domestic representative of a credit rating agency (limited to a foreign corporation; hereinafter the same applies in this Article), and the Prime Minister finds it to be necessary, the Prime Minister may appoint a person to temporarily perform the duties of the domestic representative (referred to as the "acting representative" in the following paragraph). In such a case, the credit rating agency must register the appointment in connection with the location of the principal business office or office in Japan.

If the Prime Minister appoints an acting representative pursuant to the provisions of the preceding paragraph, the Prime Minister may order the credit rating agency to pay the acting representative a reasonable amount of remuneration.

If a credit rating agency is a foreign corporation or an organization without legal personality for which a representative or administrator has been designated, the technical replacement of terms in the application of the provisions of this Act and necessary particulars otherwise relevant in the application of the provisions of this Act to the foreign corporation or to the organization without legal personality for which a representative or administrator has been designated are specified by Cabinet Order.

The provisions of Article 57, paragraphs (1) and (3) apply mutatis mutandis to the registration referred to in Article 66-27, and the provisions of Article 57, paragraphs (2) and (3) and Article 65-6 apply mutatis mutandis to a credit rating agency. In such a case, the necessary technical replacement of terms is specified by Cabinet Order.

The procedures for implementing the provisions of Article 66-27 through the preceding Article and other necessary particulars for the implementation are specified by Cabinet Office Order.