Financial Instruments and Exchange Act

A financial instruments business operator, etc. must have a registration made in a sales representatives register that is kept in a location set forth by Cabinet Office Order (hereinafter referred to as the "register"), bearing the name, birth date, and any other particular specified by Cabinet Office Order, for any solicitor, sales person, agent, or other person among its officers and employees, irrespective of title, that performs the following acts on its behalf (hereinafter referred to as a "sales representative"):

the following acts involving securities (excluding rights set forth in the items of Article 2, paragraph (2) that are deemed to be securities pursuant to the provisions of that paragraph):

acts set forth in Article 2, paragraph (8), items (i) through (iii), item (v), item (viii), and item (ix); and

the following acts:

soliciting an offer for a purchase and sale, or a request for the intermediation, brokerage (excluding brokerage for clearing of securities, etc.), or agency thereof;

soliciting an offer for a market derivatives transaction or foreign market derivatives transaction, or a request for the intermediation, brokerage (excluding brokerage for clearing of securities, etc.), or agency thereof;

soliciting the entrustment of a market derivatives transaction or foreign market derivatives transaction.

the following acts:

acts set forth in Article 2, paragraph (8), items (iv), (vi), and (x); and

solicitation of offers in connection with over-the-counter derivatives transactions, etc.;

the following acts (hereinafter referred to as "cryptoasset-related duties"):

the acts set forth in Article 2, paragraph (8), items (xviii) through (xx) and item (xxii);

solicitation of offers for a purchase and sale of cryptoassets, or of requests for intermediation, brokerage, or agency for it;

beyond what is set forth in the preceding three items, acts specified by Cabinet Order.

A financial instruments business operator, etc. must not allow a person other than one for which a registration has been made pursuant to the preceding paragraph to perform the duties of a sales representative (meaning acts set forth in the items of that paragraph; the same applies hereinafter).

A financial instruments business operator, etc. seeking to have a registration made pursuant to the provisions of paragraph (1) must submit a written application for registration to the Prime Minister, in which it states the following particulars:

the trade name or name of the applicant for registration;

the name of its representative, if the applicant for registration is a corporation;

the following particulars of the sales representative to which the application for registration pertains:

the person's name and birth date;

whether the person is an officer or an employee;

whether the person has ever performed the duties of a sales representative (including the duties of a sales representative prescribed in the preceding paragraph as applied mutatis mutandis pursuant to Article 66-25 and the duties of a sales representative prescribed in Article 75, paragraph (2) of the Act on the Provision of Financial Services and the Development of the Accessible Environment Thereto; the same applies in (c)), and if the person has performed the duties of a sales representative before, the trade name or name of the financial instruments business operator, etc. or financial instruments intermediary service provider, or financial service intermediary to which the person belonged and the period during which the person performed those duties;

whether the person has ever conducted financial instruments intermediary services or securities, etc. intermediary business operations, and if the person has conducted financial instruments intermediary services or securities, etc. intermediary business operations before, the period during which the person conducted the services; and

in the case of a person who performs cryptoasset-related duties, a statement to that effect.

other particulars specified by Cabinet Office Order.

The resume of the sales representative that the applicant seeks to have registered and other documents specified by Cabinet Office Order must be attached to the written application for registration referred to in the preceding paragraph.

When an application for registration under paragraph (3) is filed, unless the Prime Minister refuses the registration pursuant to the provisions of paragraph (1) of the following Article, the Prime Minister must immediately register the particulars prescribed in paragraph (1) in the register.

Upon making a registration referred to in paragraph (1), the Prime Minister must notify the applicant of this in writing.

If the sales representative to which an application for registration pertains falls under any of the following items, or if a written application for registration or an accompanying document includes a false statement or lacks a statement of a material fact, the Prime Minister must refuse that registration:

a person set forth in Article 29-4, paragraph (1), item (ii), (a) through (i) (if the person seeks to perform cryptoasset-related duties, (a) through (i) of that item or (c) 1. through 3. of item (viii) of that paragraph);

a person that has had the registration as a sales representative (including the sales representative prescribed in paragraph (1) of the preceding Article as applied mutatis mutandis pursuant to Article 66-25 and the sales representative prescribed in Article 75, paragraph (1) of the Act on the Provision of Financial Services and the Development of the Accessible Environment Thereto; the same applies in the following item) rescinded pursuant to the provisions of Article 64-5, paragraph (1) (including as applied mutatis mutandis pursuant to Article 66-25 and pursuant to Article 77 of that Act), for whom five years have not passed since the date of the rescission;

a person registered as a sales representative that belongs to a financial instruments business operator, etc. or financial instruments intermediary service provider, or financial service intermediary other than the applicant for registration; or

a person that has obtained the registration referred to in Article 66 or a person that has obtained the registration referred to in Article 12 of the Act on the Provision of Financial Services and the Development of the Accessible Environment Thereto (limited to the registration related to the type of securities, etc. intermediary business operations).

Before seeking to refuse the registration referred to in paragraph (1) of the preceding Article, the Prime Minister must notify the applicant for registration and have relevant officials conduct a hearing of the applicant for registration.

If the Prime Minister decides to refuse the registration referred to in paragraph (1) of the preceding Article, the Prime Minister must notify the applicant for registration of this in writing.

Sales representative are deemed to have the authority to perform any extra-judicial act in connection with the acts set forth in the items of Article 64, paragraph (1) on behalf of the financial instruments business operator, etc. to which the sales representative belongs.

The provisions of the preceding paragraph do not apply if the other party has acted in bad faith.

If a fact falling under any of the following items occurs with regard to a sales representative that a financial instruments business operator, etc. has had registered pursuant to the provisions of Article 64, paragraph (1), the financial instruments business operator must notify the Prime Minister of this without delay:

a particular set forth in Article 64, paragraph (3), item (iii), (a), (b), or (e) changes (excluding the case where a registration of a change pursuant to the provisions of the following paragraph has been obtained);

the case comes to fall under the case specified by Cabinet Office Order as being likely to fall under Article 29-4, item (ii), (a);

the person comes to fall under any of Article 29-4, paragraph (1), item (ii), (b) through (i) (if the person is performing cryptoasset-related duties, (b) through (i) of that item or (c) 1. through 3. of item (viii) of that paragraph); or

the person no longer performs the duties of a sales representative due to leaving office or for other reasons.

When a financial instruments business operator seeks to make a change (limited to one resulting from newly seeking to perform cryptoasset-related duties) in the particulars set forth in Article 64, paragraph (3), item (iii), (e), it must have that change registered by the Prime Minister pursuant to the provisions of Cabinet Office Order.

The provisions of Article 64, paragraphs (3) and (4) and Article 64-2 apply mutatis mutandis to the registration of a change referred to in the preceding paragraph. In this case, the phrase "the following particulars" in Article 64, paragraph (3) is deemed to be replaced with "the particulars subject to the change", and the phrase "any of the following items" in Article 64-2, paragraph (1) is deemed to be replaced with "item (i) (limited to the portion pertaining to Article 29-4, paragraph (1), item (viii), (c) 1. through 3.)".