Financial Instruments and Exchange Act

The term "type-I financial instruments business" as used in this Chapter means the performance of any of the following acts on a regular basis, as part of financial instruments business:

an act set forth in Article 2, paragraph (8), items (i) through (iii), item (v), item (viii), or item (ix) with regard to 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 (excluding electronically recorded transferable rights; the same applies in item (ii) of the following paragraph and Article 64, paragraph (1), item (i)));

acts listed in Article 2, paragraph (8), item (ii), (iii) or (v) with regard to commodity-related market derivatives transactions;

an act set forth in Article 2, paragraph (8), item (iv), or an act set forth in item (v) of that paragraph in relation to over-the-counter derivatives transactions;

an act falling under any of the following (a) through (c):

the wholesale underwriting of securities that is specified by Cabinet Order as involving a high necessity to manage the risk of loss;

the wholesale underwriting of securities other than that which is set forth in (a); or

an act set forth in Article 2, paragraph (8), item (vi) other than the wholesale underwriting of securities;

an act set forth in Article 2, paragraph (8), item (x); or

an act set forth in Article 2, paragraph (8), item (xvi) or (xvii).

The term "type-II financial instruments business" as used in this Chapter means the performance of any of the following acts on a regular basis, within the financial instruments business:

an act set forth in Article 2, paragraph (8), item (vii);

an act set forth in Article 2, paragraph (8), items (i) through (iii), item (v), item (viii), or item (ix) with regard to rights set forth in the items of Article 2, paragraph (2) that are deemed to be securities pursuant to the provisions of that paragraph;

an act set forth in Article 2, paragraph (8), items (i) through (iii) or item (v) (other than one that is set forth in item (i), (i)-2 or (ii) of the preceding paragraph or the preceding item); or

an act set forth in Article 2, paragraph (8), item (xxvi).

The term "investment advisory and agency business" as used in this Chapter means the performance of any of the following acts on a regular basis, within the financial instruments business:

an act set forth in Article 2, paragraph (8), item (xi); or

an act set forth in Article 2, paragraph (8), item (xiii).

The term "investment management business" as used in this Chapter means the performance of any of the following acts on a regular basis, within the financial instruments business, and includes the performance of such an act by a bank, by a cooperative financial institution, or by any other financial institution specified by Cabinet Order, on a regular basis:

an act set forth in Article 2, paragraph (8), item (xii);

an act set forth in Article 2, paragraph (8), item (xiv); or

an act set forth in Article 2, paragraph (8), item (xv).

The term "cryptoasset trading business" as used in this Chapter means the performance of any of the following acts on a regular basis as part of the financial instruments business, and includes the performance of any of those acts on a regular basis by a bank, a cooperative financial institution, or other financial institution specified by Cabinet Order:

an act set forth in Article 2, paragraph (8), items (xviii) through (xxii) or item (xxv); or

an act set forth in Article 2, paragraph (8), item (xxiii) or (xxiv).

The term "securities, etc. management" as used in this Chapter means services within the type-I financial instruments business which are connected with the act set forth in paragraph (1), item (v).

The term "investment advisory business" as used in this Chapter means services within investment advisory and agency business which are connected with the act set forth in paragraph (3), item (i).

The term "cryptoasset, etc. management" as used in this Chapter means services within cryptoasset trading business which are connected with the act set forth in paragraph (5), item (ii).

The term "wholesale underwriting of securities" as used in this Chapter means the underwriting of securities prescribed in Article 2, paragraph (8), item (vi) which falls under a category set forth in any of the following items:

the acquisition of all or part of the relevant securities from the issuer or holder (excluding financial instruments business operators and registered financial institutions; the same applies in the following item and item (iii)) with the aim of having other persons acquire those securities;

the conclusion of a contract stipulating that if no other person acquires all or part of the relevant securities, the underwriter will acquire those that remain from the issuer or holder;

the conclusion of a contract, if the relevant securities are share option certificates (including the securities specified by Cabinet Office Order as being equivalent to them; hereinafter the same applies in this item), stipulating that when the person that has acquired the share option certificates does not exercise the share options (including the rights specified by Cabinet Office Order as being equivalent to them; hereinafter the same applies in this item) associated with all or part of those share option certificates, the underwriter themselves or a third party will acquire the share option certificates associated with the unexercised share options from the issuer or the holder of those certificates and will exercise them.

The term "securities services" as used in this Chapter means the performance of any of the following acts on a regular basis:

the purchase and sale of securities, or intermediation, brokerage (excluding brokerage for clearing of securities, etc.), or agency for the same;

intermediation, brokerage, or agency for entrustment of the purchase and sale of securities on a financial instruments exchange market or foreign financial instruments market;

the following transactions, among market derivatives transactions:

a transaction comprising a purchase and sale in which the parties to the purchase and sale promise to deliver and take delivery of a security (including a standardized instrument as set forth in Article 2, paragraph (24), item (v) which is connected with a security, other than one that is specified by Cabinet Order; hereinafter the same applies in this item) and its value at a fixed time in the future, and which the parties may settle by delivering and taking delivery of the difference in values if they sell or buy back the underlying security;

a transaction comprising the parties' promises to pay and receive an amount of money calculated based on the difference between the numerical value of a securities indicator upon which the parties agree in advance (hereinafter referred to as the "agreed figure for the securities" in this Chapter) and the actual numerical value of the securities indicator at a fixed time in the future (hereinafter referred to as the "actual figure for the securities" in this Chapter);

a transaction comprising the first party's promise to grant the second party the option of effecting any of the following transactions between them by a unilateral manifestation of the second party's intention alone, and the second party's promise to pay the value of that option:

the purchase and sale of securities; or

the transactions set forth in (a), (b), (d), and (e) (including a transaction equivalent to the transaction set forth in (b) that is specified by a financial instruments exchange);

a transaction comprising the parties' mutual promise that, for the amount of money they have set as the principal, the first party will pay money to the second based on the interest rate, etc. of agreed-upon securities or based on the rate of change in an agreed-upon securities indicator (excluding the interest rate, etc. of securities and numerical values calculated based on them; the same applies in this (d) and (e) of the following item) during the period they have agreed to, and the second party will pay money to the first based on an agreed-upon money rate or the interest rate, etc. of agreed-upon securities, or based on the value of an agreed-upon currency or the rate of change in an agreed-upon securities indicator during the period they have agreed to (including transactions in which the parties promise that, in addition to paying such amounts, they will also deliver and take delivery of money or securities equivalent to the amount they have set as the principal); and

a transaction specified by Cabinet Order which is similar to any of the transactions set forth in (a) through (d);

the following transactions, among over-the-counter derivatives transactions:

a transaction comprising a purchase and sale in which the parties to the purchase and sale promise to deliver and take delivery of a security (other than one specified by Cabinet Order; hereinafter the same applies in this item) and its value at a fixed time in the future, and which the parties may settle by delivering and taking delivery of the difference in values if they sell back or buy back the underlying security or if they take some other action that is specified by Cabinet Order;

a transaction comprising the parties' promises to pay and receive an amount of money calculated based on the difference between the agreed figure for the securities and the actual figure for the securities, or a transaction similar thereto;

a transaction comprising the first party's promise to grant the second party the option of effecting any of the following transactions between them by a unilateral manifestation of the second party's intention alone, and the second party's promise to pay the value of that option, or any transaction similar thereto:

the purchase and sale of securities; or

the transactions set forth in (a), (b), (e), and (f);

a transaction comprising, on one side, the first party's promise to grant the second party the option of effecting a transaction by a unilateral manifestation of the second party's intention alone, in which the parties pay and receive the amount of money calculated based on the difference between the numerical value that they have agreed in advance to use as the agreed figure for the relevant securities indicator if the second party manifests the intention to effect the transaction, and the actual figure of the securities indicator at the time the second party manifests that intention, and, on the other side, the second party's promise to pay the value of that option, or any transaction similar thereto;

a transaction comprising the parties' mutual promise that, for the amount of money they have set as the principal, the first party will pay money to the second based on the interest rate, etc. of agreed-upon securities or based on the rate of change in an agreed-upon securities indicator during the period they have agreed to, and the second party will pay money to the first based on an agreed-upon money rate or the interest rate, etc. of agreed-upon securities, or based on the value of agreed-upon currencies or the rate of change in an agreed-upon securities indicator during the period they have agreed to (including transactions comprising the parties' promise that, in addition to paying such amounts, they will also deliver and take delivery of money or securities equivalent to the amount they have set as the principal), or any transaction similar thereto; and

a transaction, other than what is set forth in (a) through (e), that has an economic nature similar to these, and that is specified by Cabinet Order as a transaction regarding which it is found to be necessary to ensure the public interest or the protection of investors;

a transaction conducted on a foreign financial instruments market that is similar to a transaction set forth in item (iii);

intermediation, brokerage (excluding brokerage for clearing of securities, etc.), or agency for a transaction set forth in any of the preceding three items (hereinafter referred to as "securities-related derivatives transactions") or intermediation, brokerage, or agency for the entrustment of a transaction set forth in item (iii) or the preceding item;

an act set forth in Article 2, paragraph (8), item (v) that is connected with the purchase and sale of a security, securities-related derivatives transactions, or any other transaction specified by Cabinet Order; or

an act set forth in Article 2, paragraph (8), item (vi), (viii), or (ix).

A person may not engage in financial instruments business if that person has not been registered by the Prime Minister.