Financial Instruments and Exchange Act

Unless the representative of a trade repository or an officer engaging in its day-to-day business obtains the authorization of the Prime Minister to do so, it is prohibited for that representative or officer to become the representative of a financial instruments business operator, etc. or other corporation specified by Cabinet Office Order or engage in its day-to-day business, or to engage in financial instruments business or any other business specified by Cabinet Office Order.

It is prohibited for the officer or employee of a trade repository or a person that has held any of these positions to divulge or misappropriate any secret learned in connection with trade repository business.

A trade repository is to conduct trade repository business pursuant to the provisions of this Section and its operational rules.

A trade repository may not conduct business other than trade repository business and business incidental to this; provided, however, that this does not apply if the trade repository has obtained the approval of the Prime Minister pursuant to the provisions of Cabinet Office Order, for business that is found to be unlikely to compromise the trade repository to properly and reliably conduct trade repository business.

If a trade repository discontinues business for which the trade depository has obtained the approval referred to in the proviso to the preceding paragraph, the approval ceases to be effective. In such a case, the trade repository must notify the Prime Minister of this pursuant to the provisions of Cabinet Office Order.

If the written application for designation referred to in Article 156-68, paragraph (1) states that the applicant will conduct business other than trade repository business and business incidental to this, and the applicant has received the designation under the provisions of Article 156-67, paragraph (1), the applicant is deemed to have obtained the approval referred to in the proviso to paragraph (1) for conducting that business.

A trade repository may entrust a part of trade repository business to another party with the approval of the Prime Minister, pursuant to the provisions of Cabinet Office Order.

A person that has been entrusted pursuant to the provisions of the preceding paragraph may further entrust a part of the trade repository business with which they are entrusted, with the consent of the entrusting trade repository.

A person that has been entrusted pursuant to the provisions of the preceding paragraph may further entrust a part of the trade repository business with which they are entrusted, with the consent of the person that has accepted the entrustment provided for in that paragraph and the trade repository referred to in that paragraph.

A trade repository must establish operational rules in respect of the following particulars relevant to its trade repository business and obtain the authorization of the Prime Minister. The same applies if the trade repository seeks to change the operational rules:

particulars relevant to the conclusion of a contract with a financial instruments clearing organization, etc. or financial instruments business operator, etc. providing that trade data is to be provided (hereinafter referred to as "contract for trade data collection");

particulars relevant to the transactions that are subject to trade repository business;

particulars relevant to the collection and preservation of trade data;

particulars relevant to preventing the leak, loss, or damage of trade data, and other particulars relevant to the secure management of trade data;

particulars relevant to ensuring the accuracy of trade data;

particulars relevant to fees;

if it entrusts a part of trade repository services to another person, particulars relevant to the measures for ensuring that the entrusted business is performed properly and reliably; and

beyond what is set forth in the preceding items, particulars specified by Cabinet Office Order as those necessary for the implementation of trade repository business.

The operational rules on the particulars set forth in item (vi) of the preceding paragraph must have as their content that the fees for trade repository business are to be fair and proper in light of appropriate costs under efficient business operations.

If the Prime Minister finds that operational rules for which the Prime Minister has given the approval referred to in paragraph (1) have become inappropriate from the perspective of the proper and reliable implementation of trade repository business, the Prime Minister may order the trade repository to change those operational rules.

A trade repository must not subject any particular financial instruments clearing organization, etc. or financial instruments business operator, etc. to unfair and discriminatory treatment.

A person that is not a trade repository must not use a term in its name or trade name which could give rise to the misconception that it is a trade repository.

If a particular set forth in Article 156-68, paragraph (1), items (i) through (iii) changes, the trade repository must notify the Prime Minister of this.

If the Prime Minister is notified of a change in the trade name or name of a trade repository or in the location of its principal business office or office pursuant to the provisions of the preceding paragraph, the Prime Minister must give public notice of this in the Official Gazette.

When a trade repository commences business for which it has obtained the approval referred to in the proviso to Article 156-72, paragraph (1), it must notify the Prime Minister of this pursuant to the provisions of Cabinet Office Order.

When the representative or an officer engaged in the day-to-day business of a trade repository that has been granted the authorization referred to in Article 156-69 becomes the representative of the corporation for which that authorization has been granted or comes to engage in that corporation's day-to-day business, or when such a representative or officer commences the business for which that authorization has been granted, the representative or officer must notify the Prime Minister of this pursuant to the provisions of Cabinet Office Order.

If a trade repository changes the articles of incorporation (including anything equivalent to these) or when specified by Cabinet Office Order, the trade repository must notify the Prime Minister of this, pursuant to the provisions of Cabinet Office Order.

Each business year, a trade repository must prepare a report on its business and assets in the relevant business year and submit it to the Prime Minister.

The particulars for inclusion in the report referred to in the preceding paragraph, the submission date, and other necessary particulars relevant to the preparation and submission of such a report, are specified by Cabinet Office Order.

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 trade repository, a person that has concluded a contract for trade data collection with a trade repository, or a person that has taken on the entrustment under the provisions of the paragraphs of Article 156-73, to report or submit materials that should serve as a reference with regard to the business or assets of the trade repository, and may have the relevant officials inspect the state of the business or assets, or the books, documents, and any other articles, of a trade repository or a person that has taken on the entrustment under the provisions of the paragraphs of that Article (but may only have the relevant officials inspect a person that has taken on the entrustment under the provisions of the paragraphs of that Article as is necessary in connection with the business or assets of the trade repository).

If the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors concerning a trade repository's operation of trade repository business or the state of its assets, the Prime Minister may, to the extent necessary, order the trade repository to take measures that are necessary for improving its business operations or the state of its assets.

A trade repository must obtain the authorization of the Prime Minister if it seeks to suspend (excluding a suspension on the grounds prescribed in the following paragraph) all or part of its trade repository business or to discontinue its trade repository business.

If a trade repository suspends all or part of its trade repository business due to a natural disaster or for any other compelling reason, it must immediately notify the Prime Minister of this with the reason attached, as well as notify the persons with which the trade repository has concluded a contract for trade data collection. The same applies when the trade repository recommences all or part of the trade repository business so suspended.

If a trade repository falls under any of the following items, the Prime Minister may rescind the designation under Article 156-67, paragraph (1) or the approval set forth in the proviso to Article 156-72, paragraph (1), order the suspension of all or part of its business during a fixed period of no longer than six months, or order the dismissal of its officers:

it comes to no longer satisfy the requirements set forth in Article 156-67 paragraph (1), items (iii) through (vi), or it is discovered not to have fallen under any of the items of that paragraph at the time it obtained the designation;

it has obtained the designation under Article 156-67, paragraph (1) by wrongful means; or

it violates a law or regulation or a disposition that is based on a law or regulation.

If the Prime Minister rescinds a designation under Article 156-67, paragraph (1) pursuant to the provisions of the preceding paragraph, the Prime Minister must make a public notice of this in the Official Gazette.

If a trade repository falls under any of the following items, the Prime Minister may order the trade repository to have all or part of its trade repository business conducted by another trade repository:

the Prime Minister rescinds its designation under Article 156-67, paragraph (1) rescinded pursuant to the provisions of paragraph (1) of the preceding Article or orders the suspension of all or part of its business (limited to trade repository business);

the Prime Minister grants the authorization referred to in Article 156-82, paragraph (1);

it is found to be likely for circumstances to occur in which the payment of debt that is due and payable substantially compromises the continuation of trade repository business, or for a fact to occur that causes the commencement of bankruptcy proceedings; or

it has become difficult for the trade repository to implement all or part of its trade repository business due to a natural disaster or any other reason.

If the Prime Minister issues an order under the provisions of the preceding paragraph, the Prime Minister must make a public notice of this in the Official Gazette.