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.
Administrative Monetary Penalty Payment Order Issued to a Person that Conducts a Public Offering of Securities Without Having Its Notification Accepted by the Prime Minister（届出が受理されていないのに有価証券の募集等をした者等に対する課徴金納付命令）
If, in respect of a public offering or secondary distribution of securities subject to a notification under Article 4, paragraph (1), a general solicitation involving securities acquired by a qualified institutional investor subject to a notification under Article 4, paragraph (2), or a general solicitation, etc. involving securities acquired by a professional investor, etc. subject to a notification under Article 4, paragraph (3), a person conducts a public offering or secondary distribution, or issues a general solicitation involving securities acquired by a qualified institutional investor or a general solicitation, etc. involving securities acquired by a professional investor, etc. without having their notification accepted by the Prime Minister (for a person that makes a secondary distribution or issues a general solicitation involving securities acquired by a qualified institutional investor or a general solicitation, etc. involving securities acquired by a professional investor, etc., this is limited to a person that engages in any of these acts in connection with the securities owned by that person), the Prime Minister, in accordance with the procedures prescribed in the following Section, must order that person to pay an administrative monetary penalty that is equivalent to the amount specified in the following items in accordance with the category of cases set forth in each of those items (if the person falls under both of the following items, the sum of the amounts specified in those items) to the national treasury:
the person causes the securities to be acquired through the public offering:2.25 percent (or 4.5 percent, if the securities are share certificates, etc. (meaning share certificates, preferred equity investment certificates under the Act on Preferred Equity Investment, and other securities specified by Cabinet Order as being equivalent to them; hereinafter the same applies in this Article, the following Article, Article 172-9, and Article 172-10)) of the total issue value of the securities it causes to be acquired (if the securities are share option certificates or any other securities specified by Cabinet Office Order as being equivalent to them, the total issue value includes the amount to be paid in upon the exercise of the share options under the share option certificates or any other amount specified by Cabinet Office Order as being equivalent to this); and
the person sells securities it owns through the secondary distribution, general solicitation involving securities acquired by a qualified institutional investor, or general solicitation, etc. involving securities acquired by a professional investor, etc.:2.25 percent (or 4.5 percent, if the securities are share certificates, etc.) of the total distribution value of the securities it sells (if the securities are share option certificates or any other securities specified by Cabinet Office Order as being equivalent to them, the total distribution value includes the amount to be paid in upon the exercise of the share options under the share option certificates or any other amount specified by Cabinet Office Order as being equivalent to this).
Article 172, paragraph (2)（届出が受理されていないのに有価証券の募集等をした者等に対する課徴金納付命令）(Administrative Monetary Penalty Payment Order Issued to a Person that Conducts a Public Offering of Securities Without Having Its Notification Accepted by the Prime Minister)Changed
If an issuer violates the provisions of Article 15, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27) in causing securities set forth in Article 15, paragraph (1) to be acquired through a public offering (meaning a public offering of securities as prescribed in Article 4, paragraph (1); hereinafter the same applies in this Chapter, except in Articles 173 through 174-3) or if a person violates such provisions in selling such securities through a secondary distribution (meaning a secondary distribution of securities prescribed in Article 4, paragraph (4); the same applies in this Chapter, except in the following paragraph; Article 172-2, paragraphs (4) and (5); Article 178, paragraphs (3), (5), and (8); and Article 185-7, paragraphs (1622) and (1725)) (limited to a person that sells securities that the person owns), the Prime Minister, in accordance with the proceedings prescribed in the following Section, must order the issuer or that person to pay an administrative monetary penalty to the national treasury in an amount that is equivalent to the amount specified in the relevant of the following items for the category of cases set forth in that item (or, if the issuer or person falls under both of the following items, the sum of the amounts specified in those items):
the issuer causes securities to be acquired through such a public offering:2.25 percent (or 4.5 percent, if the securities are share certificates, etc.) of the total issue value of the securities it causes to be acquired (if the securities are share option certificates or any other securities specified by Cabinet Office Order as being equivalent to them, the total issue value includes the amount to be paid in upon the exercise of the share options under those share option certificates or any other amount specified by Cabinet Office Order as being equivalent to this);
the person sells securities that it owns through such a secondary distribution:2.25 percent (or 4.5 percent, if the securities are share certificates, etc.) of the total distribution value of the securities it sells (if the securities are share option certificates or any other securities specified by Cabinet Office Order as being equivalent to them, the total distribution value includes the amount to be paid in upon the exercise of the share options under those share option certificates or any other amount specified by Cabinet Office Order as being equivalent to this).
Article 172, paragraph (3)（届出が受理されていないのに有価証券の募集等をした者等に対する課徴金納付命令）(Administrative Monetary Penalty Payment Order Issued to a Person that Conducts a Public Offering of Securities Without Having Its Notification Accepted by the Prime Minister)Changed
If a person violates the provisions of Article 15, paragraph (2) (including as applied mutatis mutandis pursuant to Article 27) in selling securities that it owns through a secondary distribution without delivering a prospectus (limited to a prospectus in a secondary distribution of securities for which disclosure has already been made as prescribed in Article 13, paragraph (1) (meaning a secondary distribution of securities prescribed in that paragraph; hereinafter the same applies in this paragraph; Article 172-2, paragraphs (4) and (5); Article 178, paragraphs (5) and (8); and Article 185-7, paragraph (1622)); hereinafter the same applies in this Chapter), the Prime Minister, in accordance with the proceedings prescribed in the following Section, must order that person to pay an administrative monetary penalty to the national treasury in an amount that is equivalent to 2.25 percent (or 4.5 percent, if the securities are share certificates, etc.) of the total distribution value of the securities it sells (if the securities are share option certificates or any other securities specified by Cabinet Office Order as being equivalent to them, the total distribution value includes the amount to be paid in upon the exercise of the share options under those share option certificates or any other amount specified by Cabinet Office Order as being equivalent to this).
The provisions of paragraph (2) apply mutatis mutandis if an issuer violates the provisions of Article 23-8, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27) in causing securities specified in that paragraph to be acquired through a public offering or if a person violates such provisions in selling those securities through a secondary distribution (limited to a person selling securities that it owns).
Administrative Monetary Penalty Payment Order Issued to an Issuer That Submits Disclosure Documents for Offerings Containing a False Statement（虚偽記載のある発行開示書類を提出した発行者等に対する課徴金納付命令）
Article 172-2, paragraph (1)
If an issuer that submits a disclosure document for offerings that contains a false statement about a material particular or lacks a statement of a material particular that is required to be stated, causes securities to be acquired or sells securities through a public offering or secondary distribution (limited to a secondary distribution of securities that they own) based on such an offering disclosure document, the Prime Minister, in accordance with the procedures prescribed in the following Section, must order that issuer to pay an administrative monetary penalty to the national treasury in an amount that is equivalent to the amount specified in the following items in accordance with the category of cases set forth in each of those items (if the issuer falls under both of the following items, the sum of the amounts specified in those items):
the issuer causes the securities to be acquired through a public offering based on the disclosure document for offerings:2.25 percent (or 4.5 percent, if the securities are share certificates, etc.) of the total issue value of the securities they cause to be acquired (if the securities are share option certificates or any other securities specified by Cabinet Office Order as being equivalent to them, the total issue value includes the amount to be paid in upon the exercise of the share options under those share option certificates or any other amount specified by Cabinet Office Order as being equivalent to this); or
the issuer sells securities they own through a secondary distribution based on the disclosure document for offerings:2.25 percent (or 4.5 percent, if the securities are share certificates, etc.) of the total distribution value of the securities it sells (if the securities are share option certificates or any other securities specified by Cabinet Office Order as being equivalent to them, the total distribution value includes the amount to be paid in upon the exercise of the share options under those share option certificates or any other amount specified by Cabinet Office Order as being equivalent to this).
If an issuer submits a disclosure document for offerings that contains a false statement about a material particular or that lacks a statement of a material particular that is required to be stated, and an officer, etc. of that issuer (meaning an officer, agent, employee, or any other worker of the issuer; hereinafter the same applies in this paragraph, paragraph (5) and Article 172-10, paragraph (2)) that is involved in the submission of the offering disclosure document with the knowledge that the offering disclosure document contains a false statement or lacks a statement of a material particular that is required to be stated, sells securities that the officer, etc. owns through a secondary distribution based on the offering disclosure document, the Prime Minister, in accordance with the procedures prescribed in the following Section, must order that officer, etc. to pay an administrative monetary penalty to the national treasury in an amount that is equivalent to 2.25 percent (or 4.5 percent, if the securities are share certificates, etc.) of the total distribution value of the securities the officer, etc. sells (if the securities are share option certificates or any other securities specified by Cabinet Office Order as being equivalent to them, the total distribution value includes the amount to be paid in upon the exercise of the share options under those share option certificates or any other amount specified by Cabinet Office Order as being equivalent to this).
The term "disclosure document for offerings" as used in the preceding two paragraphs means a statement and other documents under Article 5 (including as applied mutatis mutandis pursuant to Article 27) (including a reference document for the statement and other documents, if the statement is one to which the provisions of Article 5, paragraph (4) apply), an amended statement under Article 7,paragraph (1), Article 9, paragraph (1), or Article 10, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27) (including a reference document for the amended statement), a shelf registration statement under Article 23-3, paragraphs (1) and (2) (including as applied mutatis mutandis pursuant to Article 27) (including a reference document for the shelf registration statement) and accompanying documents, as well as an amended shelf registration statement under Article 23-4, Article 23-9, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27) or Article 23-10, paragraph (1) (including as applied mutatis mutandis pursuant to Article 23-10, paragraph (5) (including as applied mutatis mutandis pursuant to Article 27) and Article 27) (including a reference document for the amended shelf registration statement) or shelf registration supplement (including a reference document for the shelf registration supplement) under Article 23-8, paragraphs (1) and (5) (including as applied mutatis mutandis pursuant to Article 27) (including a reference document for the shelf registration supplement) and accompanying documents.
The provisions of paragraph (1) (excluding item (i)) apply mutatis mutandis if an issuer that uses a prospectus that contains a false statement about a material particular (limited to one that constitutes a particular set forth in any of the items of Article 5, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27); hereinafter the same applies in this and the following paragraph) or omits a statement as to a material particular that is required to be stated sells securities that it owns through a secondary distribution involving such a prospectus.
The provisions of paragraph (2) apply mutatis mutandis if an issuer uses a prospectus that contains a false statement about a material particular or omits a statement as to a material particular that is required to be stated, and an officer, etc. of that issuer that is involved in the preparation of that prospectus with the knowledge that the prospectus contains a false statement or omits a statement as to a material particular that is required to be stated, sells securities that the officer, etc. owns through a secondary distribution that involves such a prospectus.
If an issuer that is required to submit an amended offering disclosure document (meaning an amended statement under the first sentence of Article 7, paragraph (1), (including as applied mutatis mutandis pursuant to Article 27) or an amended shelf registration statement under the first sentence of Article 23-4 (including as applied mutatis mutandis pursuant to Article 27); hereinafter the same applies in this Chapter) causes securities to be acquired or sells securities through a public offering or secondary distribution (limited to a secondary distribution of securities that the issuer owns) without submitting the amended offering disclosure document, the Prime Minister, in accordance with the procedures prescribed in the following Section, must order that issuer to pay an administrative monetary penalty to the national treasury in an amount that is equivalent to the amount specified in the following items in accordance with the category of cases set forth in each of those items (if the issuer falls under both of the following items, the sum of the amounts specified in those items):
the issuer causes the securities to be acquired through a public offering without submitting the amended offering disclosure document:2.25 percent (or 4.5 percent, if the securities are share certificates, etc.) of the total issue value of the securities it causes to be acquired (if the securities are share option certificates or any other securities specified by Cabinet Office Order as being equivalent to them, the total issue value includes the amount to be paid in upon the exercise of the share options under those share option certificates or any other amount specified by Cabinet Office Order as being equivalent to them); or
the issuer sells securities that it owns through a secondary distribution without submitting the amended offering disclosure document:2.25 percent (or 4.5 percent, if the securities are share certificates, etc.) of the total distribution value of the securities that it sells (if the securities are share option certificates or any other securities specified by Cabinet Office Order as being equivalent to them, the total distribution value includes the amount to be paid in upon the exercise of the share options under those share option certificates or any other amount specified by Cabinet Office Order as being equivalent to this).
Rules made by the Cabinet to carry out the Constitution and Acts. A Cabinet Order cannot impose duties, restrict rights or set penalties unless an Act delegates that to it.
The Ministry of Justice's English of this passage has a slip, so the English shown is this site's correction of it. The Ministry printed:
If an issuer that is required to submit an amended offering disclosure document (meaning an amended statement under the first sentence of Article 7,paragraph (1), (including as applied mutatis mutandis pursuant to Article 27) or an amended shelf registration statement under the first sentence of Article 23-4 (including as applied mutatis mutandis pursuant to Article 27); hereinafter the same applies in this Chapter) causes securities to be acquired or sells securities through a public offering or secondary distribution (limited to a secondary distribution of securities that the issuer owns) without submitting the amended offering disclosure document, the Prime Minister, in accordance with the procedures prescribed in the following Section, must order that issuer to pay an administrative monetary penalty to the national treasury an an amount that is equivalent to the amount specified in the following items in accordance with the category of cases set forth in each of those items (if the issuer falls under both of the following items, the sum of the amounts specified in those items):
Japanese Law Translation, Ministry of Justice
Translates the law as amended by Act No. 68 of 2022 (令和四年法律第六十八号)