Financial Instruments and Exchange Act

If there is vacant position for the domestic representative of a financial instruments business operator, etc. (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 an "Acting representative" in the following paragraph). If this is the case, the financial instruments business operator, etc. must register the appointment in connection with the location of the principal business office or principal 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 financial instruments business operator, etc. to pay the acting representative a reasonable amount of remuneration.

If a financial instruments business operator, etc., a notifier of specially permitted services, or a notifier of specially permitted services for foreign investors, etc. is a foreign corporation or an individual that has an address in a foreign country, the technical replacement of the terms in applying the provisions of this Act and necessary particulars otherwise relevant in applying the provisions of this Act to the foreign corporation or individual are specified by Cabinet Order.

In liquidation proceedings, bankruptcy proceedings, rehabilitation proceedings, reorganization proceedings, or recognition and assistance proceedings for a financial instruments business operator (including those that is deemed as a financial instruments business operator under the provisions of Article 56, paragraph (1) or Article 57-9), the court may request the opinion of, or an inspection or investigation by, the Prime Minister.

If the Prime Minister finds it to be necessary, the Prime Minister may state an opinion to the court during the proceedings prescribed in the preceding paragraph.

The provisions of Article 56-2, paragraph (1) apply mutatis mutandis if the Prime Minister receives an inspection or investigation request from the court pursuant to the provisions of paragraph (1).

Beyond what is provided for in Article 34-5, Article 63-7, and Article 63-15, the procedures for implementing the provisions of Article 29 through the preceding Article and other necessary particulars for the implementation are specified by Cabinet Office Order.

Notwithstanding the provisions of Article 29, a trust company (excluding a management-type trust company as prescribed in Article 2, paragraph (4) of the Trust Business Act; the same applies in the following paragraph and paragraph (5)), a foreign trust company (excluding a management-type foreign trust company as prescribed in Article 2, paragraph (7) of that Act; the same applies in the following paragraph and paragraph (5)), or a person registered as referred to in Article 50-2, paragraph (1) of that Act may perform the following acts in the course of its business in connection with the rights set forth in Article 2, paragraph (2), item (i) or (ii) (referred to as the "purchase and sale, etc. of a beneficial interest in a trust" in the following paragraph):

a purchase and sale (except one that falls under the category of a derivatives transaction), or agency or intermediation for a purchase and sale; and

the acts set forth in Article 2, paragraph (8), item (viii) or (ix).

The provisions of Article 29 do not apply if the Japan Housing Finance Agency, Independent Administrative Agency (referred to as the "agency" in the following paragraph) is sells rights indicated on the securities set forth in Article 2, paragraph (1), item (xiv) or the securities set forth in Article 2, paragraph (1), item (xvii) (limited to ones that have the nature of the securities set forth in item (xiv) of that paragraph) or sells rights set forth in Article 2, paragraph (2), item (i) or (ii), pursuant to Article 22 of the Act on the Japan Housing Finance Agency, Independent Administrative Agency (Act No. 82 of 2005) (referred to as the "sells a beneficial interest in a trust" in the following paragraph).

If the agency conducts the sale of a beneficial interest in a trust, the agency is deemed to be a financial instruments business operator, and the provisions of Articles 34 through 34-5; Article 37 (excluding paragraph (1), item (ii)); Article 37-3 (excluding paragraph (1), item (ii)); Article 37-4; Article 37-6; Article 38 (excluding item (vii)); Article 39 (excluding paragraphs (4) and (6)); Article 40; Article 40-4; Article 40-5; and Article 45, items (i) and (ii), and the provisions of Chapters VIII and VIII-2 connected with these provisions apply.

The provisions of this Chapter do not apply if a trust company, foreign trust company, person registered as referred to in Article 50-2, paragraph (1) of the Trust Business Act, person that has made a notification under Article 51, paragraph (2) of that Act, or person registered as referred to in Article 52, paragraph (1) of that Act performs an act set forth in Article 2, paragraph (8), item (xiv) or (xv) (limited to one that it conducts while holding the money or other assets referred to in these provisions as trust property).

The Prime Minister, in supervising a financial instruments business operator, etc. or authorized exchange transaction operator, business operator authorized to conduct electronic over-the-counter derivatives transactions, etc. or in supervising a foreign securities services provider that has received Article 59, paragraph (1) permission, must give due consideration to respecting the voluntary efforts of the financial instruments business operator, etc., authorized firm for on-exchange transactions, business operator authorized to conduct electronic over-the-counter derivatives transactions, etc. or foreign securities services provider with that paragraph permission, to run its business.