Financial Instruments and Exchange Act

If a notifier of specially permitted services for foreign investors, etc. transfers all of its business linked with specially permitted services for foreign investors, etc., or becomes subject to a merger, company split (limited to one in which all of the business is succeeded to), or inheritance, the person that acquires all of the business, the corporation that survives the merger, the corporation that is incorporated in the merger, or the corporation or heir that succeeds to all of the business in the company split (or, if there are two or more heirs and they have decided which of the heirs is to succeed to business through an agreement, that person) succeeds to the position of a notifier of specially permitted services for foreign investors, etc., unless that person is a financial instruments business operator or a financial institution prescribed in Article 33, paragraph (1).

A person that succeeds to the position of a notifier of specially permitted services for foreign investors, etc. pursuant to the provisions of the preceding paragraph must notify the Prime Minister of this without delay.

If a notifier of specially permitted services for foreign investors, etc. comes to fall under any of the following cases, the notifier must notify the Prime Minister of this without delay:

the notifier suspends or resumes specially permitted services for foreign investors, etc.;

the notifier discontinues specially permitted services for foreign investors, etc.; or

the notifier falls under any other case specified by Cabinet Office Order.

If a notifier of specially permitted services for foreign investors, etc. is a corporation, and that corporation is dissolved for reasons other than a merger, the liquidator (or, if the dissolution is due to an order to commence bankruptcy proceedings, the bankruptcy trustee) must notify the Prime Minister of this without delay.

Notwithstanding the provisions of Article 29, a financial instruments business operator (excluding one that has obtained the registration referred to in Article 29 for performing an act set forth in the items of Article 63-8, paragraph (1) on a regular basis) may conduct specially permitted services for foreign investors, etc. by notifying the Prime Minister of its intention to conduct the specially permitted services for foreign investors, etc., the particulars set forth in Article 63-9, paragraph (1), items (v) and (vii), and any other particulars specified by Cabinet Office Order in advance pursuant to the provisions of Cabinet Office Order; provided, however, that this does not apply if the financial instruments business operator comes to fall under paragraph (3), item (ii) of the preceding Article as applied mutatis mutandis pursuant to the following paragraph.

The provisions of Article 63-9, paragraph (4), paragraph (5), paragraph (7), paragraphs (9) through (11), paragraph (3) of the preceding Article, and the following Article through Article 63-14 apply mutatis mutandis to a financial instruments business operator that has given a notification under the provisions of the preceding paragraph. In such a case, the term "of paragraph (1)" in Article 63-9, paragraph (4) is deemed to be replaced with "of Article 63-11, paragraph (1)"; the term "paragraph (1) or (7)" in paragraph (5) of that Article is deemed to be replaced with "Article 63-11, paragraph (1) or (7) as applied mutatis mutandis pursuant to paragraph (2) of that Article"; the term "a particular set forth in one of the items of paragraph (1)" in paragraph (7) of that Article is deemed to be replaced with "a particular set forth in paragraph (1), item (v) or (vii) or other particulars specified by Cabinet Office Order"; and any other necessary technical replacement of terms is specified by Cabinet Order.

If a financial instruments business operator, etc. conducts the business set forth in the following items, the provisions prescribed in the each of those items do not apply:

the business of performing the act set forth in Article 63-8, paragraph (1), item (i): the provisions of Section 2, Subsection 1 (excluding Article 35-3, Article 36-3, Article 37, Article 37-3, Article 37-4, Article 38 (limited to the part that involves items (i), (ii), and (ix)), Article 39 (excluding paragraphs (4) and (6)), and Article 40), and Subsection 3 (excluding Article 42, Article 42-2, Article 42-4, and Article 42-7); and

the business of performing the act set forth in Article 63-8, paragraph (1), item (ii): the provisions of Section 2, Subsection 1 (excluding Article 35-3, Article 36-3, Article 37, Article 37-3, Article 37-4, Article 38 (limited to the part that involves items (i), (ii), and (ix)), Article 39 (excluding paragraphs (4) and (6)), Article 40, Article 40-3, and Article 40-3-2).

A notifier of specially permitted services for foreign investors, etc. must prepare and preserve books and documents concerning its services pursuant to the provisions of Cabinet Office Order.

Each business year, pursuant to the provisions of Cabinet Office Order, a notifier of specially permitted services for foreign investors, etc. must prepare a business report and submit it to the Prime Minister within three months after the end of the business year (if the notifier of specially permitted services for foreign investors, etc. is a foreign corporation, the period specified by Cabinet Order).

Each business year, pursuant to the provisions of Cabinet Office Order, a notifier of specially permitted services for foreign investors, etc. must prepare explanatory documents stating the particulars stated in the business report referred to in the preceding paragraph which are specified by Cabinet Office Order as particulars that are found to be necessary for investor protection, and must, pursuant to the provisions of Cabinet Office Order, keep the explanatory documents at the principal business office or office and all of their business offices or offices for conducting specially permitted services for foreign investors, etc. and make them available for public inspection or publicize them using the internet or through other means, during the one-year period that begins from the day on which the period specified by Cabinet Order has elapsed after the end of each business year.

If the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors concerning business operations of a notifier of specially permitted services for foreign investors, etc., the Prime Minister may, to the extent necessary, order the notifier of specially permitted services for foreign investors, etc. to take measures that are necessary for improving its business operations.

If a notifier of specially permitted services for foreign investors, etc. falls under any of the following items, the Prime Minister may order the notifier of specially permitted services for foreign investors, etc. to suspend all or a part of the services during a fixed period of no longer than six months:

the notifier violates a law or regulation or a disposition made by a government agency which is based on a law or regulation, in connection with specially permitted services for foreign investors, etc.;

a fact that is detrimental to the investors' interests has occurred in connection with the operation of the specially permitted services for foreign investors, etc.; or

the notifier commits a wrongful or extremely unjust act in connection with the specially permitted services for foreign investors, etc., and the circumstances surrounding the act are particularly serious.

If a notifier of specially permitted services for foreign investors, etc. falls under any of the items of the preceding paragraph, and the purpose of supervision cannot be achieved by any other method, the Prime Minister may order the notifier of specially permitted services for foreign investors, etc. to discontinue the services.

Irrespective of the category of procedures for hearing statements of opinion under the provisions of Article 13, paragraph (1) of the Administrative Procedure Act, before seeking to issue a disposition under the provisions of the preceding three paragraphs, the Prime Minister must conduct a hearing.

If the Prime Minister decides to issue a disposition under the provisions of paragraphs (1) through (3), the Prime Minister must notify the notifier of specially permitted services for foreign investors, etc. of this in writing.

If the Prime Minister orders the suspension of all or a part of specially permitted services for foreign investors, etc. pursuant to paragraph (2) or the discontinuation of specially permitted services for foreign investors, etc. pursuant to paragraph (3), the Prime Minister must issue public notice of this pursuant to the provisions of Cabinet Office Order.

When the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors, the Prime Minister may order a notifier of specially permitted services for foreign investors, etc., a person that conducts transactions with the notifier of specially permitted services for foreign investors, etc., or the person that the notifier of specially permitted services for foreign investors, etc. has entrusted with its business (including a person that has received entrustment from the person (including entrustment at two or more degrees of separation from the original entrustment); hereinafter the same applies in this Article) to submit reports or materials that should serve as a reference for the business of the notifier of specially permitted services for foreign investors, etc., or may have relevant officials enter the business office, office, or other facilities of the notifier of specially permitted services for foreign investors, etc., or the person that a notifier of specially permitted services for foreign investors, etc. has entrusted with its business, ask questions about the state of their business (for the person that the notifier of specially permitted services for foreign investors, etc. has entrusted with business, limited to questions that are necessary in connection with the business of the notifier of specially permitted services for foreign investors, etc.) or inspect their books, documents, and any other articles (for the person that the notifier of specially permitted services for foreign investors, etc. has entrusted with business, limited to inspection that is necessary in connection with the business of the notifier of specially permitted services for foreign investors, etc.).

Beyond what is provided for in this Section, procedures for notification in connection with specially permitted services for foreign investors, etc. and necessary particulars otherwise relevant to the application of the provisions of this Section are specified by Cabinet Order.