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.
Article 175第百七十五条
Administrative Monetary Penalty Payment Order Issued to a Person That Violates Acts Prohibited for Company Insiders(会社関係者に対する禁止行為等に違反した者に対する課徴金納付命令)
Article 175, paragraph (1)(会社関係者に対する禁止行為等に違反した者に対する課徴金納付命令)(Administrative Monetary Penalty Payment Order Issued to a Person That Violates Acts Prohibited for Company Insiders)Changed
If a person violates the provisions of Article 166 paragraph (1) or (3) in making a purchase and sale, etc. prescribed in Article 166 paragraph (1), the Prime Minister must, in accordance with the procedures prescribed in the following Section, order that person 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 (or, if the violation falls under two or more cases set forth in the following items, the sum of the amounts specified in those two or more items) (in the case where the purchase and sale, etc. was made in the name of another person, an amount equivalent to 1.5 times that amount):
the person violates the provisions of Article 166, paragraph (1) or (3) in making a sale, etc. of securities on their own account (limited to one made within six months prior to the date on which a material fact about the business that is provided for in Article 166, paragraph (1) is publicized (excluding a sale, etc. of securities on the date of the publicization which is made after the material fact is publicized); hereinafter the same applies in this item): the amount arrived at when the amount specified in (b) below is deducted from the amount specified in (a) below:
the amount arrived at when the lowest price during the two weeks after the material fact about the business, etc. is publicized, is multiplied by the volume of that sale, etc. of securities;
the person violates the provisions of Article 166, paragraph (1) or (3) in making a purchase, etc. of securities on their own account (limited to one made within six months prior to the date on which the material fact about the business, etc. set forth in Article 166, paragraph (1) is publicized (excluding a purchase, etc. of securities on the date of publicization which is made after the material fact is publicized); hereinafter the same applies in this item): the amount arrived at when the amount specified in (b) below is deducted from the amount specified in (a) below:
the amount arrived at when the highest price during the two weeks after the material fact about the business, etc. is publicized, is multiplied by the volume of that purchase, etc. of securities;
the amount arrived at when the price at which the person made the purchase, etc. of securities, is multiplied by the volume of that purchase, etc. of securities;
当該有価証券の買付け等について当該有価証券の買付け等をした価格にその数量を乗じて得た額
Article 175, paragraph (1), item (iii)(会社関係者に対する禁止行為等に違反した者に対する課徴金納付命令)(Administrative Monetary Penalty Payment Order Issued to a Person That Violates Acts Prohibited for Company Insiders)Changed
the person that makes a purchase and sale, etc. as prescribed in Article 166, paragraph (1) has made that purchase and sale, etc. on the account of any person other than themselves (excluding the cases in which an officer, etc. prescribed in paragraph (910) has made the purchase and sale, etc. referred to in that paragraph): the amount specified in (a) or (b) below in accordance with the category of the person that has made the purchase and sale, etc. set forth in (a) or (b):
a person that has made the purchase and sale, etc. as an investment of property subject to investment:the amount obtained by multiplying by three, the amount specified by Cabinet Office Order as an amount equivalent to the consideration for investment of the property subject to investment which is specified by Cabinet Office Order in the month that includes the day of the purchase and sale, etc. (in cases where the purchase and sale, etc. has been conducted over two or more months, the last month of those months); or
a person other than the person set forth in (a):the amount specified by Cabinet Office Order as the amount of fees, remuneration, or any other consideration for the purchase and sale, etc.
イに掲げる者以外の者 当該売買等に係る手数料、報酬その他の対価の額として内閣府令で定める額
Article 175, paragraph (2)(会社関係者に対する禁止行為等に違反した者に対する課徴金納付命令)(Administrative Monetary Penalty Payment Order Issued to a Person That Violates Acts Prohibited for Company Insiders)Changed
If a person violates the provisions of Article 167, paragraph (1) or (3) in making a purchase, etc. involving the specified share certificates, etc. or related share certificates, etc. prescribed in Article 167, paragraph (1) or a sale, etc. involving the share certificates, etc. prescribed in that paragraph, the Prime Minister must, in accordance with the procedures prescribed in the following Section, order that person 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 (or, if the violation falls under two or more cases set forth in the following items, the sum of the amounts specified in those two or more items) (in the case where the purchase, etc. or sale, etc. was made in the name of another person, an amount equivalent to 1.5 times that amount):
the person violates the provisions of Article 167, paragraph (1) or (3) in making a sale, etc. of securities on their own account (limited to one made within six months prior to the date on which the fact that a tender offer, etc. will be launched or of the fact that a tender offer, etc. will be suspended as provided in Article 167, paragraph (1) is disclosed (excluding a sale, etc. of securities on the date of disclosure which is made after the fact is disclosed); hereinafter the same applies in this item): the amount arrived at when the amount specified in (b) below is deducted from the amount specified in (a) below:
the amount arrived at when the price at which the person made the sale, etc. of securities is multiplied by the volume of that sale, etc.;
当該有価証券の売付け等について当該有価証券の売付け等をした価格にその数量を乗じて得た額
Article 175, paragraph (2), item (i), (b)(会社関係者に対する禁止行為等に違反した者に対する課徴金納付命令)(Administrative Monetary Penalty Payment Order Issued to a Person That Violates Acts Prohibited for Company Insiders)Changed
the amount arrived at when the lowest price during the two weeks after the disclosure of the fact that the tender offer, etc. will be launched or of the fact that the tender offer, etc. will be suspended, for that sale, etc. of securities (in the case of the fact that the tender offer, etc. will be launched prescribed in Article 167, paragraph (1), the lower of that price and the price arrived at when the closing price on the day before the disclosure of the fact that the tender offer, etc. will be launched, for that sale, etc. of securities, is divided by 1.5) is multiplied by the volume of that sale, etc.;
the person violates the provisions of Article 167, paragraph (1) or (3) in making a purchase, etc. of securities on their own account (limited to one made within six months prior to the date on which the fact that the tender offer, etc. will be launched or the fact that a tender offer, etc. will be suspended as provided in Article 167, paragraph (1) is disclosed (excluding a purchase, etc. of securities on the date of disclosure which is made after the fact is disclosed); hereinafter the same applies in this item): the amount arrived at when the amount specified in (b) below is deducted from the amount specified in (a) below:
Article 175, paragraph (2), item (ii), (a)(会社関係者に対する禁止行為等に違反した者に対する課徴金納付命令)(Administrative Monetary Penalty Payment Order Issued to a Person That Violates Acts Prohibited for Company Insiders)Changed
the amount arrived at when the highest price during the two weeks after the disclosure of the fact that the tender offer, etc. will be launched or the fact that the tender offer, etc. will be suspended for that purchase, etc. of securities (in the case of the fact that the tender offer, etc. will be launched prescribed in Article 167, paragraph (1), the higher of that price and the price arrived at when the closing price on the day before the disclosure of the fact that the tender offer, etc. will be launched, for that purchase, etc. of securities, is multiplied by 1.5) is multiplied by the volume of that purchase, etc.;
the person that makes a purchase, etc. of the specified share certificates, etc. or related share certificates, etc. prescribed in Article 167, paragraph (1), or a sale, etc. of the share certificates, etc. prescribed in that paragraph, makes that purchase, etc. or sale, etc. on the account of any person other than themselves: the amount specified in (a) or (b) below in accordance with the category of the person that has made the purchase, etc. or sales, etc. set forth in (a) or (b):
a person that has made the purchase, etc. or sales, etc. as an investment of property subject to investment:the amount obtained by multiplying by three, the amount specified by Cabinet Office Order as an amount equivalent to the consideration for investment of the property subject to investment which is specified by Cabinet Office Order in the month that includes the day of the purchase, etc. or sales, etc. (in cases where the purchase, etc. or sales, etc. has been made over two or more months, the last month of those months); or
a person other than the person set forth in (a):the amount specified by Cabinet Office Order as the amount of fees, remuneration, or any other consideration for the purchase, etc. or sales, etc.
The term "sale, etc. of securities" as used in the preceding two paragraphs means the sale of securities, a transaction set forth in Article 2, paragraph (21), item (ii) (limited to a transaction in which the violator is the party to pay the money if the actual figure exceeds the agreed figure), a transaction set forth in Article 2, paragraph (21), item (iii) (limited to a transaction in which the relevant person is the party to grant the option), or any other transaction specified by Cabinet Order.
The term "purchase, etc. of securities" as used in paragraphs (1) and (2) means a purchase of securities, a transaction set forth in Article 2, paragraph (21), item (ii) (limited to a transaction in which the relevant person is the party to receive the money if the actual figure exceeds the agreed figure), a transaction set forth in Article 2, paragraph (21), item (iii) (limited to a transaction in which the relevant person is the party to acquire the option), or any other transaction specified by Cabinet Order.
Article 175, paragraph (5)(会社関係者に対する禁止行為等に違反した者に対する課徴金納付命令)(Administrative Monetary Penalty Payment Order Issued to a Person That Violates Acts Prohibited for Company Insiders)Changed
The term "lowest price in the two weeks after the disclosure of the material fact about the business" as used in paragraph (1), item (i), (b) means the lowest price from among the lowest prices prescribed in Article 67-19 or Article 130 on each day in the period from the day on which a material fact about business which is provided for in Article 166, paragraph (1) is disclosed until the day on which two weeks have elapsed since it was disclosed counting from the day following that day (if there is no such price, this means the priceamount specified by Cabinet Office Order as being equivalent to it, and the lowest price on the day on which the material fact is disclosed is the amount specified by Cabinet Office Order).
Article 175, paragraph (6)(会社関係者に対する禁止行為等に違反した者に対する課徴金納付命令)(Administrative Monetary Penalty Payment Order Issued to a Person That Violates Acts Prohibited for Company Insiders)Changed
The term "highest price in the two weeks after the disclosure of the material fact about the business" as used in paragraph (1), item (ii), (a) means the highest price among the highest prices prescribed in Article 67-19 or Article 130 on each day in the period from the day on which a material fact about business which is provided for in Article 166, paragraph (1) is disclosed until the day on which two weeks have elapsed since it was disclosed counting from the day following that day (if there is no such price, this means the priceamount specified by Cabinet Office Order as being equivalent to it, and the highest price on the day on which the material fact is disclosed is the amount specified by Cabinet Office Order).
Article 175, paragraph (7)(会社関係者に対する禁止行為等に違反した者に対する課徴金納付命令)(Administrative Monetary Penalty Payment Order Issued to a Person That Violates Acts Prohibited for Company Insiders)Changed
The term "lowest price in the two weeks after the disclosure of the fact that the tender offer, etc. will be launched or the fact that the tender offer, etc. will be suspended" as used in paragraph (2), item (i), (b) means the lowest price from among the lowest prices prescribed in Article 67-19 or Article 130 on each day in the period from the day on which the fact that the tender offer, etc. will be launched or of the fact that the tender offer, etc. will be suspended as provided in Article 167, paragraph (1) is disclosed until the day on which two weeks have elapsed since it was disclosed counting from the day following that day (if there is no such price, this means the priceamount specified by Cabinet Office Order as being equivalent to it, and the lowest price on the day on which the fact is disclosed is the amount specified by Cabinet Office Order).
Article 175, paragraph (8)(会社関係者に対する禁止行為等に違反した者に対する課徴金納付命令)(Administrative Monetary Penalty Payment Order Issued to a Person That Violates Acts Prohibited for Company Insiders)Changed
The term "highestclosing price inon the two weeks afterday before the disclosure of the fact that the tender offer, etc. will be launched or the fact that the tender offer, etc. will be suspended " as used in paragraph (2), item (iii), (a) means the highest among b) and item (ii), (a) means the highest pricesclosing price prescribed in Article 67-19 or Article 130 on each day in the period fromday before the day on which the fact that the tender offer, etc. will be launched ordisclosure of the fact that the tender offer, etc. will be suspended as providedlaunched prescribed in Article 167, paragraph (1) is disclosed until two weeks have elapsed since it was disclosed (made (if there is no such price, or if there is no such price, this meansare two or more such prices, the priceamount specified by Cabinet Office Order as being equivalent to it and the highest price on the day on which the fact is disclosed is the amount specified by Cabinet Office Order).
Article 175, paragraph (9)(会社関係者に対する禁止行為等に違反した者に対する課徴金納付命令)(Administrative Monetary Penalty Payment Order Issued to a Person That Violates Acts Prohibited for Company Insiders)Changed
The provisions of paragraph (1) (excluding item (iii)) apply mutatis mutandis ifterm "highest price in the two weeks after the disclosure of the officerfact that the tender offer, etc., prescribed in Article 166, paragraph (1), item (i), of a listed company will be launched or the fact that the tender offer, etc. (meaning a listed company, etc. prescribedwill be suspended" as used in Article 163, paragraph (12), and including a parent company, subsidiary company, asset management company, and specified associated corporationitem (ii), (a) means the highest among the highest prices prescribed in Article 166, paragraph (1), item (i); the same applies67-19 or Article 130 on each day in paragraph (13) ofthe period from the following Article) violatesday on which the provisions of Article 166, paragraph (1) or (3) in making a purchase and salefact that the tender offer, etc. will be launched or the fact that the tender offer, etc. prescribed will be suspended as provided in Article 166167, paragraph (1) on is disclosed until the account of that listed company, etc. In this case,day on which two weeks have elapsed counting from the phrase "that person" in paragraph (1) is deemed to be replaced with "day following that day (if there is no such price, the listed company, etc.", and the phrase "on their own account" in items (i) and (ii) of that paragraph is deemed to be replaced with "onamount specified by Cabinet Office Order as being equivalent to it, and the highest price on the day on which the fact is disclosed is the account of the listed company, etc."amount specified by Cabinet Office Order).
Article 175, paragraph (10)(会社関係者に対する禁止行為等に違反した者に対する課徴金納付命令)(Administrative Monetary Penalty Payment Order Issued to a Person That Violates Acts Prohibited for Company Insiders)Changed
In The provisions of paragraph (1) (excluding item (iii)) apply mutatis mutandis if the case referred toofficer, etc., prescribed in Article 166, paragraph (1), a person that makes a purchase and saleitem (i), of a listed company, etc. (meaning a listed company, etc. prescribed in Article 166163, paragraph (1) on the account of, and including a person set forth in any of the following items is deemed to have made that purchase and sale, etc. on their own account (if the person set forth inparent company, subsidiary company, asset management company, and specified associated corporation prescribed in Article 166, paragraph (1), item (i); the same applies in paragraph (14) of the following Article) violates the itemsprovisions of that Article 166, paragraph makes (1) or (3) in making a purchase and sale, etc. prescribed in Article 166, paragraph (1) on the account of that Article in violation of listed company, etc. In this case, the provisions of phrase "that person" in paragraph (1) or (3) of that Article is deemed to be replaced with "the listed company, etc.", and the phrase "on their own account, excluding the same purchase" in items (i) and sale, etc. as(ii) of that purchase and sale, etc.), and paragraph is deemed to be replaced with "on the provisionsaccount of paragraph (1) apply:the listed company, etc.".
Article 175, paragraph (10), item (i)(会社関係者に対する禁止行為等に違反した者に対する課徴金納付命令)(Administrative Monetary Penalty Payment Order Issued to a Person That Violates Acts Prohibited for Company Insiders)Removed
a company in which the person that makes the purchase and sale, etc. holds the majority of the voting rights held by all of the shareholders, etc., or any other person specified by Cabinet Office Order as being closely related to the person that makes that purchase and sale, etc.;
Article 175, paragraph (10), item (ii)(会社関係者に対する禁止行為等に違反した者に対する課徴金納付命令)(Administrative Monetary Penalty Payment Order Issued to a Person That Violates Acts Prohibited for Company Insiders)Removed
a person that shares living expenses with the person that makes the purchase and sale, etc., or any other person specified by Cabinet Office Order as having a unique relationship with the person that makes that purchase and sale, etc.
Article 175, paragraph (11)(会社関係者に対する禁止行為等に違反した者に対する課徴金納付命令)(Administrative Monetary Penalty Payment Order Issued to a Person That Violates Acts Prohibited for Company Insiders)Changed
In the case referred to in paragraph (21), a person that makes a purchase, etc. of the specified share certificates, etc. or the related share certificates and sale, etc. prescribed in Article 167166, paragraph (1) or a sale, etc. of the share certificates, etc. prescribed in that paragraph on the account of a person set forth in any of the following items, is deemed to have made that purchase, etc. or and sale, etc. on their own account (if the person set forth in the items has violated the provisions of paragraph (1) or (3) of that Article in makingitem makes a purchase, etc. of the specified share certificates, etc. or the related share certificates and sale, etc. prescribed in paragraph (1) of that Article or a sale, etc.in violation of the share certificates, etc. prescribed in provisions of paragraph (1) or (3) of that paragraphArticle on their own account, excluding the same purchase, etc. or and sale, etc. as that purchase, etc. or and sale, etc.), and the provisions of paragraph (21) apply:
Article 175, paragraph (11), item (i)(会社関係者に対する禁止行為等に違反した者に対する課徴金納付命令)(Administrative Monetary Penalty Payment Order Issued to a Person That Violates Acts Prohibited for Company Insiders)Changed
a company in which the person that makes the purchase and sale, etc. holds the majority of the voting rights held by all of the shareholders, etc., or any other person specified by Cabinet Office Order as being closely related to the person that makes the purchase, etc. or and sale, etc.;
Article 175, paragraph (11), item (ii)(会社関係者に対する禁止行為等に違反した者に対する課徴金納付命令)(Administrative Monetary Penalty Payment Order Issued to a Person That Violates Acts Prohibited for Company Insiders)Changed
a person that shares living expenses with the person that makes the purchase, etc. or and sale, etc., or any other person specified by Cabinet Office Order as having a unique relationship with the person that makes thethat purchase, etc. or and sale, etc.
Article 175, paragraph (12)(会社関係者に対する禁止行為等に違反した者に対する課徴金納付命令)(Administrative Monetary Penalty Payment Order Issued to a Person That Violates Acts Prohibited for Company Insiders)Changed
Beyond what is prescribed In the case referred to in paragraphs (3) through (8) and paragraph (2), a person that makes a purchase, etc. of the preceding two paragraphs, if specified share certificates, etc. or the salerelated share certificates, etc. of securities prescribed in Article 167, paragraph (1) or purchasea sale, etc. of securities provided for the share certificates, etc. prescribed in that paragraph (1) (including as applied mutatis mutandis pursuant to paragraph (9); hereinafteron the account of a person set forth in any of the same applies in this paragraph) and paragraph (2) constitutes a transaction following items, is deemed to have made that purchase, etc. or sale, etc. on their own account (if the person set forth in Article 2, the items has violated the provisions of paragraph (21), item (ii), the price and volume and other necessary particulars relevant to calculation of 1) or (3) of that Article in making a purchase, etc. of the specified share certificates, etc. or the administrative monetary penalty referred torelated share certificates, etc. prescribed in paragraph (1) of that Article or (2) are specified by Cabinet Order.a sale, etc. of the share certificates, etc. prescribed in that paragraph on their own account, excluding the same purchase, etc. or sale, etc. as that purchase, etc. or sale, etc.), and the provisions of paragraph (2) apply:
Article 175, paragraph (12), item (i)(会社関係者に対する禁止行為等に違反した者に対する課徴金納付命令)(Administrative Monetary Penalty Payment Order Issued to a Person That Violates Acts Prohibited for Company Insiders)Added
a company in which the person that makes the purchase, etc. or sale, etc. holds the majority of the voting rights held by all of the shareholders, etc., or any other person specified by Cabinet Office Order as being closely related to the person that makes that purchase, etc. or sale, etc.;
Article 175, paragraph (12), item (ii)(会社関係者に対する禁止行為等に違反した者に対する課徴金納付命令)(Administrative Monetary Penalty Payment Order Issued to a Person That Violates Acts Prohibited for Company Insiders)Added
a person that shares living expenses with the person that makes the purchase, etc. or sale, etc., or any other person specified by Cabinet Office Order as having a unique relationship with the person that makes the purchase, etc. or sale, etc.
Article 175, paragraph (13)(会社関係者に対する禁止行為等に違反した者に対する課徴金納付命令)(Administrative Monetary Penalty Payment Order Issued to a Person That Violates Acts Prohibited for Company Insiders)Added
Beyond what is prescribed in paragraphs (3) through (9) and the preceding two paragraphs, if the sale, etc. of securities or purchase, etc. of securities provided for in paragraph (1) (including as applied mutatis mutandis pursuant to paragraph (10); hereinafter the same applies in this paragraph) and paragraph (2) constitutes a transaction set forth in Article 2, paragraph (21), item (ii), the price and volume and other necessary particulars relevant to calculation of the administrative monetary penalty referred to in paragraph (1) or (2) are specified by Cabinet Order.
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:
the person violates the provisions of Article 166, paragraph (1) or (3) in making a sale, etc. of securities on their own account (limited to one made within six months prior to the date on which a material fact about the business that is provided for in Article 166, paragraph (1) is publicized (excluding a sale, etc. of securities on the date of the publicization which is made after the the material fact is publicized); hereinafter the same applies in this item): the amount arrived at when the amount specified in (b) below is deducted from the amount specified in (a) below:
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)
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:
The term "highest price in the two weeks after the disclosure of the material fact about the business" as used in paragraph (1), item (i), (a) means the highest price among the highest prices prescribed in Article 67-19 or Article 130 on each day in the period from the day on which a material fact about business which is provided for in Article 166, paragraph (1) is disclosed until two weeks have elapsed since it was disclosed (if there is no such price, this means the price specified by Cabinet Office Order as being equivalent to it and the highest price on the day on which the material fact is disclosed is the amount specified by Cabinet Office Order).
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)
Machine translation, corrected on review, not official
Corrected by this site — Before
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:
In the case referred to in paragraph (2), a person that makes a purchase, etc. of the specified share certificates, etc. or the related share certificates, etc. prescribed in Article 167, paragraph (1) or a sale, etc. of the share certificates, etc. prescribed in that paragraph on the account of a person set forth in any of the following items, is deemed to have made that purchase, etc. or sale, etc. on their own account (if the person set forth in the items of that Article has violated the provisions of paragraph (1) or (3) of that Article in making a purchase, etc. of the specified share certificates, etc. or the related share certificates, etc. prescribed in paragraph (1) of that Article or a sale, etc. of the share certificates, etc. prescribed in that paragraph on their own account, excluding the same purchase, etc. or sale, etc. as that purchase, etc. or sale, etc.), and the provisions of paragraph (2) apply:
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)