Financial Instruments and Exchange Act

Notwithstanding the provisions of Article 29, a person other than a bank, a cooperative financial institution, or a financial institution specified by Cabinet Order (but not a person engaged in type-I financial instruments business (meaning type-I financial instruments business as prescribed in Article 28, paragraph (1); hereinafter the same applies in this Chapter) or cryptoasset trading business (meaning cryptoasset trading business as prescribed in paragraph (5) of that Article; hereinafter the same applies in this Chapter) and not the officer or employee of a registered financial institution) may be registered by the Prime Minister and engage in financial instruments intermediary service.

A person seeking to obtain the registration referred to in the preceding Article must submit a written application for registration that states the following particulars to the Prime Minister:

the trade name or name;

the names of its officers, if it is a corporation;

the name and location of the business office or office for conducting financial instruments intermediary services;

the type of business (meaning the type of securities purchase and sale intermediary business, etc. (meaning the business set forth in Article 2, paragraph (11), item (i); hereinafter the same applies in this Chapter) and intermediary services for purchase and sale, etc. of cryptoassets (meaning the business set forth in item (ii) of that paragraph; hereinafter the same applies in this Chapter));

the particulars specified in (a) or (b) below, according to the category of cases set forth in (a) or (b):

in the case of engaging in securities purchase and sale intermediary business, etc., the trade name or name of the financial instruments business operator (limited to one engaged in type-I financial instruments business or investment management business (meaning investment management business as prescribed in Article 28, paragraph (4); the same applies in Article 66-14, item (i), (d))) or registered financial institution entrusting the applicant;

in the case of engaging in intermediary services for purchase and sale, etc. of cryptoassets, the trade name of the financial instruments business operator entrusting the applicant (limited to one engaged in cryptoasset trading business);

in the case of engaging in intermediary services for purchase and sale, etc. of cryptoassets, the name of the cryptoassets handled;

if the person engages in other business, the type of that business; and

other particulars specified by Cabinet Office Order.

The following documents must accompany the written application for registration referred to in the preceding paragraph:

a document pledging that the applicant does not fall under Article 66-4, item (i) or (ii);

a document stating the things specified by Cabinet Office Order as constituting the business outline and business methods for financial instruments intermediary service;

its articles of incorporation and the certificate of registered information for the company (including documents equivalent to these), if it is a corporation; and

other documents specified by Cabinet Office Order.

In the case referred to in item (iii) of the preceding paragraph, if the articles of incorporation have been prepared as electronic or magnetic records, electronic or magnetic records (limited to those specified by Cabinet Office Order) may accompany a written application for registration lieu of written documents.

When an application is filed for the registration referred to in Article 66, unless the Prime Minister refuses the registration pursuant to the provisions of the following Article, the Prime Minister must register the following particulars in a financial instruments intermediary service providers register:

the particulars set forth in the items of paragraph (1) of the preceding Article; and

the date of registration and registration number.

The Prime Minister must make the financial instruments intermediary service providers register available for public inspection.

The Prime Minister must refuse a registration if the applicant for registration falls under any of the following items, if the written application for registration or a document or electronic or magnetic record that is required to accompany it contains a false statement or record, or if it omits a statement or record of a material fact:

the applicant for registration is an individual that falls under any of the categories in Article 29-4, paragraph (1), item (ii), (a) through (i);

the applicant for registration is a corporation that falls under any of the following categories:

a person that falls under any of Article 29-4, paragraph (1), item (i), (a) through (c); or

a person that has a person falling under any of Article 29-4, paragraph (1), item (ii), (a) through (i) as an officer;

a person whose other business is found to be contrary to the public interest;

a person that is found not to have the knowledge or experience to perform financial instruments intermediary service in an appropriate manner; or

a person for which any of the entrusting financial instruments business operators, etc. of the applicant for registration (meaning the financial instruments business operator or registered financial institution prescribed in Article 66-2, paragraph (1), item (v), (a) or the financial instruments business operator prescribed in (b) of that item; hereinafter the same applies in this Chapter and Chapter IV) is not a member of the body specified in (a) or (b) below, according to the category of cases set forth in (a) or (b):

if the entrusting financial instruments business operator, etc. is the financial instruments business operator or registered financial institution prescribed in Article 66-2, paragraph (1), item (v), (a), an association (meaning an authorized financial instruments firms association or a certified financial instruments business association as prescribed in Article 78, paragraph (2));

if the entrusting financial instruments business operator, etc. is the financial instruments business operator prescribed in Article 66-2, paragraph (1), item (v), (b), the certified financial instruments business association prescribed in Article 78, paragraph (2);

in the case where the applicant for registration seeks to engage in intermediary services for purchase and sale, etc. of cryptoassets, a person that falls under any of the following:

a person falling under Article 29-4, paragraph (1), item (viii), (a) or (b);

in the case of an individual, a person falling under Article 29-4, paragraph (1), item (viii), (c) 1. or 2.;

in the case of a corporation, a person that has a person falling under any of Article 29-4, paragraph (1), item (viii), (c) 1. through 3. among its officers.

A financial instruments intermediary service provider must notify the Prime Minister of this in advance if it falls under the case set forth in item (i), or within two weeks from that day if it falls under the case set forth in item (ii).

it seeks to change a particular set forth in Article 66-2, paragraph (1), item (v), (b) or item (vi) (excluding cases specified by Cabinet Office Order as cases where there is little risk of failing to protect investors or of impeding the proper and reliable performance of financial instruments intermediary service);

a particular set forth in the items of Article 66-2, paragraph (1) (excluding item (iv)) changes (excluding the case where a notification has been made pursuant to the provisions of this paragraph (limited to the portion pertaining to the preceding item)).

Upon accepting a notification under the preceding paragraph, the Prime Minister must register the particulars given in the notification in a financial instruments intermediary service providers register.

A financial instruments intermediary service provider must, pursuant to the provisions of Cabinet Office Order, notify the Prime Minister of this in advance if it seeks to change those of the business outline or business methods that it has stated in a document set forth in Article 66-2, paragraph (2), item (ii) that relate to intermediary services for purchase and sale, etc. of cryptoassets and are specified by Cabinet Office Order as particularly necessary in the public interest or for investor protection, or without delay if a change occurs in any of the others.

If a financial instruments intermediary service provider seeks to change the particular set forth in Article 66-2, paragraph (1), item (iv), it must have that change registered by the Prime Minister pursuant to the provisions of Cabinet Office Order.

The provisions of the preceding two Articles apply mutatis mutandis to the registration of a change referred to in the preceding paragraph. In this case, in Article 66-3, paragraph (1), the phrase "the following particulars" is deemed to be replaced with "the particulars subject to the change"; in the preceding Article, the phrase "the following items" is deemed to be replaced with "the following items (excluding item (i) and item (ii))"; and any other necessary technical replacement of terms is specified by Cabinet Order.

A person that is not a financial instruments intermediary service provider must not use a trade name or name that refers to them as a financial instruments intermediary service provider, and must not use any trade name or name that is confusingly similar to this.

A financial instruments intermediary service provider must post a sign in the format specified by Cabinet Office Order in a place that is accessible to the public at each of its business offices or other offices; provided, however, that this does not apply in a case specified by Cabinet Office Order as one in which no impediment to the protection of investors arises.

A financial instruments intermediary service provider must, pursuant to the provisions of Cabinet Office Order, make its trade name or name, and other particulars specified by Cabinet Office Order available for public inspection by automatic public transmission performed by connection to telecommunication lines; provided, however, that this does not apply where the scale of its business is extremely small or in other cases specified by Cabinet Office Order.

A person other than a financial instruments intermediary service provider must not post the sign referred to in paragraph (1) or a sign similar thereto.