Financial Instruments and Exchange Act

Upon accepting a notification under the preceding paragraph, the Prime Minister must register the particulars given in the notification in the financial instruments business operator register.

If a financial instruments business operator seeks to change the particular set forth in Article 29-2, paragraph (1), items (v) through (vi), item (vii), (b), item (viii), or item (ix), it must have that change registered by the Prime Minister pursuant to the provisions of Cabinet Office Order.

The provisions of Article 29-3 and Article 29-4 apply mutatis mutandis to the registration of a change referred to in the preceding paragraph. In this case, in Article 29-3, paragraph (1), the phrase "the following particulars" is deemed to be replaced with "the particulars subject to the change"; in Article 29-4, paragraph (1), the phrase "the following items" is deemed to be replaced with "the following items (excluding item (i), (a) through (d), item (ii), and item (iii), (b))"; and any other necessary technical replacement of terms is specified by Cabinet Order.

Notwithstanding the provisions of paragraph (3), if a financial instruments business operator that has obtained the authorization referred to in Article 30, paragraph (1) seeks to change the way it manages the risk of loss, its method for deciding the trading price, its methods of transfer and other settlement, or the Cabinet Office Order specified business outline and business methods for which it has obtained that authorization, it must obtain the authorization of the Prime Minister.

Notwithstanding the provisions of paragraph (3), if a financial instruments business operator seeks to change, among the business outline or business method stated in the document set forth in Article 29-2, paragraph (2), item (ii), the part that relates to the acts set forth in Article 2, paragraph (8), item (x) (limited to those conducted pursuant to the proviso to Article 30, paragraph (1)) and that is specified by Cabinet Office Order as particularly necessary in the public interest or for the protection of investors, in consideration of the necessity of ensuring fairness in securities trading, the necessity of ensuring settlement, and other circumstances, it must notify the Prime Minister of this no later than 30 days before the day of the change, pursuant to Cabinet Office Order.

A financial instruments business operator (limited to individuals seeking to engage in type-II financial instruments business and persons seeking to engage in investment advisory and agency business only; hereinafter the same applies in this Article) must deposit a business security deposit with the deposit office nearest to its principal business office or office.

The amount of the business security deposit referred to in the preceding paragraph is specified by Cabinet Order in consideration of the actual condition of a financial instruments business operator's business and the need to protect investors.

If a financial instruments business operator concludes a contract stating that the required business security deposit of the financial instruments business operator will be deposited if ordered by the Prime Minister, and has notified the Prime Minister of this, pursuant to the provisions of Cabinet Order, so long as that contract remains valid, the financial instruments business operator may refrain from depositing all or part of the business security deposit referred to in paragraph (1), in line with the amount of money that will be deposited pursuant to the contract (hereinafter referred to as the "contract amount" in this Article).

If the Prime Minister finds it to be necessary for the protection of investors, the Prime Minister may order a person that has concluded a contract as referred to in the preceding paragraph with a financial instruments business operator, or may order the relevant financial instruments business operator, to deposit all or part of the amount equivalent to the contract amount.

A financial instruments business operator must not begin financial instruments business until it deposits the business security deposit referred to in paragraph (1) (or until it concludes a contract set forth in paragraph (3)) and notifies the Prime Minister of this.

A person that concludes an investment advisory contract with a financial instruments business operator, a person that concludes an investment advisory contract or discretionary investment contract based on a financial instruments business operator's agency or intermediation for that investment advisory contract or a discretionary investment contract, or a person that concludes a purchase and sale contract for securities based on a financial instruments business operator's purchase and sale of securities or its intermediation, brokerage, or agency for such a purchase and sale, has the right to receive payment of a claim arising from such a contract out of the business security deposit furnished by the financial instruments business operator, in preference over other creditors.

The necessary particulars relevant to the exercise of the right referred to in the preceding paragraph are specified by Cabinet Order.

If the amount of a business security deposit (including the contract amount; the same applies in paragraph (10)) comes to fall short of the amount specified by Cabinet Order as prescribed in paragraph (2) due to the exercise of the right referred to in paragraph (6) or for any other reason, the financial instruments business operator must deposit the shortfall (or conclude a contract set forth in paragraph (3)) within three weeks from the day specified by Cabinet Office Order and notify the Prime Minister of this without delay.

National government bonds, municipal bonds, and other securities specified by Cabinet Office Order may serve as a business security deposit that is deposited pursuant to the provisions of paragraph (1) or the preceding paragraph.

If the registration referred to in Article 29 is rescinded pursuant to the provisions of Article 52, paragraph (1) or (4) or Article 54, if the registration referred to in Article 29 loses its effect pursuant to the provisions of Article 50-2, paragraph (2), if a person has had a change registered as referred to in paragraph (4) of the preceding Article in connection with its engagement in the financial instruments business other than in type-II financial instruments business (but only if an individual engages in such business) or investment advisory and agency business, or if the amount of a business security deposit exceeds the amount specified by Cabinet Order as prescribed in paragraph (2), all or part of the business security deposit that is deposited pursuant to the provisions of paragraph (1), (4), or (8) may be refunded pursuant to the provisions of Cabinet Order.

Beyond what is prescribed in the preceding paragraphs, the necessary particulars relevant to a business security deposit are specified by Cabinet Office Order and by Ministry of Justice Order.

A person that is not a financial instruments business operator must not use a trade name or name that refers to it as a financial instruments business operator, and must not use any trade name or name that is confusingly similar to this.

Anyone other than a financial instruments business operator, etc. (meaning a financial instruments business operator, etc. prescribed in Article 34), financial instruments intermediary service provider, or any other person that is allowed to engage in financial instruments business (including the registered financial institution business prescribed in Article 33-3, paragraph (1), item (vi), (a); hereinafter the same applies in this Article) under the provisions of laws and regulations may not conduct any of the following acts:

posting of a sign prescribed in Article 36-2, paragraph (1) or any sign similar thereto, or any other indication that a financial instruments business is being conducted; or

soliciting for conclusion of a financial instruments transaction contract (meaning financial instruments transaction contract prescribed in Article 34) for the purpose of engaging in financial instruments business (excluding those that fall under the acts listed in the items of Article 2, paragraph (8)).

If the director or executive officer of a financial instruments business operator (limited to a person engaged in securities services other than type-I financial instruments business) assumes the position of director, accounting advisor, company auditor, or executive officer of the parent bank, etc. or subsidiary bank, etc. of the relevant financial instruments business operator (including if a director, accounting advisor, company auditor or executive officer of the parent bank, etc. or subsidiary bank, etc. comes to concurrently hold the position of director or executive officer of the financial instruments business operator), or if that person resigns from the position of director, accounting advisor, company auditor, or executive officer of the parent bank, etc. or subsidiary bank, etc., that person must notify the Prime Minister of this without delay, pursuant to the provisions of Cabinet Office Order.

The term "parent bank, etc." as used in the preceding paragraph means a bank or cooperative financial institution, or a person that falls under any other category of financial institution specified by Cabinet Order, which Cabinet Order specifies as satisfying the requirement of being a corporation or other organization that holds the majority of the voting rights held by all the shareholders, etc. in a financial instruments business operator, or of being a corporation or other organization which is otherwise closely related to such a financial instruments business operator (such a corporation or other organization is referred to as a "parent corporation, etc." in Article 33-3, paragraph (2), item (iii) and Article 44-3).

The term "subsidiary bank, etc." as used in paragraph (2) means a bank or cooperative financial institution, or an entity that falls under a financial institution specified by Cabinet Order, which Cabinet Order specifies as satisfying the requirement of being a corporation or other organization in which a financial instruments business operator holds the majority of the voting rights held by all the shareholders, etc., or other corporations or organizations which are closely related to the financial instruments business operator (the corporation or other organization is referred to as a "subsidiary corporation, etc." in Article 33-3, paragraph (2), item (iii) and Article 44-3).

The necessary particulars for the determination of whether the majority of the voting rights are held by all the shareholders, etc. as prescribed in paragraph (3) are specified by Cabinet Office Order in consideration of the manner in which they are held and other circumstances.