Financial Instruments and Exchange Act

Founders must obtain authorization for incorporation by submitting a written application for authorization to the Prime Minister and the Minister of Finance, in which the founders give the following particulars, without delay after the completion of the organizational meetings:

the name;

the location of the office; and

the names of officers and members.

The articles of incorporation, operational rules, and other documents specified by Cabinet Office Order and Ministry of Finance Order must accompany the written application for authorization referred to in the preceding paragraph.

When an application is filed for the authorization under the provisions of paragraph (1) of the preceding Article, the Prime Minister and the Minister of Finance must examine whether the application conforms to the following criteria:

procedures for incorporation and the content of the articles of incorporation and operational rules conform to laws and regulations;

there is no false statement in the written application for authorization, the articles of incorporation, or the operational rules;

the applicant has no person falling under any of the following persons as an officer:

a person specified by Cabinet Office Order and Ministry of Finance Order as being unable to properly perform their duties due to a mental or physical disorder; or

a person falling under any of Article 29-4, paragraph (1), item (ii), (b) through (i);

the fund to which the application concerns is found to have the necessary assets to conduct its business or it is found to be certain that the fund is to have the assets;

it is found to be possible to rely upon business operations being conducted properly; and

the organization of the fund to which the application pertains conforms to the provisions of this Act.

If, as a result of having conducted an examination pursuant to the provisions of the preceding paragraph, the Prime Minister and the Minister of Finance find that an application conforms to the criteria in that paragraph, they must authorize incorporation.

If an application is filed for the authorization under the provisions of paragraph (1) of the preceding Article and the Prime Minister and the Minister of Finance find it inappropriate to grant that authorization, they must notify the applicant for authorization and have the relevant officials conduct a hearing.

Upon deciding to grant or not to grant authorization for incorporation, the Prime Minister and the Minister of Finance must notify the applicant for authorization of this in writing without delay.

Upon receiving authorization for incorporation, the founders must without delay hand over administrative affairs to the person that is to become the president.

A fund is established by a registration of incorporation being recorded in connection with the location of its principal office.

Once the registration of incorporation referred to in the preceding paragraph has been made, the fund must notify the Prime Minister and the Minister of Finance of this without delay.

The articles of incorporation of a fund must include the following particulars:

its purpose;

its name;

the location of its offices;

the particulars concerning its members (if it restricts membership based on a special cause, etc. involving business type, this includes the special cause, etc.);

the particulars concerning general meetings;

the particulars concerning its officers;

the particulars concerning its governing council;

the particulars concerning its business and execution of the business;

the particulars concerning burden charges;

the particulars concerning its finances and accounts;

the particulars concerning changes to the articles of incorporation;

the particulars concerning dissolution; and

the means of public notice.

A change to the articles of incorporation does not become effective without the authorization of the Prime Minister and the Minister of Finance.

If a particular set forth in Article 79-30, paragraph (1), item (ii) or (iii) changes, the fund must notify the Prime Minister and the Minister of Finance of this without delay.

A fund has one president, two or more board members, and one or more inspectors as its officers.

The business of a fund is decided by majority among the president and board members, unless otherwise provided for in laws and regulations or the articles of incorporation.

The president represents the fund and presides over its business.

A board member, pursuant to the provisions of the articles of incorporation, represents the fund, assists the president in administering the business of the fund, acts as a proxy in handling the duties of the president if the president is unable to attend to them, and performs the duties of the president if the position is vacant.

An inspector examines the business of the fund.

An inspector may submit an opinion to the president or to the Prime Minister and the Minister of Finance based on the results of an examination if the auditor finds this to be necessary.

An officer loses the position of officer upon coming to fall under Article 79-31, paragraph (1), item (iii), (a) or (b).

Officers are appointed and dismissed at a general meeting pursuant to the provisions of the articles of incorporation; provided, however, that the officers at the time of incorporation are appointed at an organizational meeting.

The appointment (excluding the appointment of the officers at the time of incorporation) or dismissal of the officer of a fund under the provisions of the preceding paragraph does not become effective without the authorization of the Prime Minister and the Minister of Finance.

The term of office of an officer is a period specified by the articles of incorporation not exceeding two years.

Officers may be reappointed.

If an officer is discovered to have become an officer by wrongful means or if an officer violates a law or regulation, a disposition by a government agency which is based on a law or regulation, or the articles of incorporation, the Prime Minister and the Minister of Finance may order the fund to dismiss that officer.

An inspector must not concurrently hold the position of president, board member, member of the governing board, or employee of the fund.

The president and board members have no authority of representation with regard to a matter that constitutes a conflict of interests between the president or a board member and the fund. In such a case, an auditor represents the fund.

If there is no one to perform the duties of a board member or an inspector and the Prime Minister and the Minister of Finance find it to be necessary, they may appoint a provisional board member or provisional inspector.

The president must call an ordinary general meeting once every business year, pursuant to the provisions of the articles of incorporation.

The president may call an extraordinary general meeting when the president finds this to be necessary.

A fund must report general meeting resolutions to the Prime Minister and the Minister of Finance.

The Prime Minister and the Minister of Finance may have the relevant officials attend a general meeting and state their opinions.

The following matters, beyond those that are otherwise prescribed in this Chapter, require a general meeting resolution:

a change in the articles of incorporation;

a decision on or change in the budget or financial plan;

a change in the operational rules;

the settlement of accounts;

dissolution; and

material matters beyond those that are otherwise set forth in the preceding items, which are specified by the articles of incorporation.

The members, at a general meeting, may request an inspector to examine the business of the fund and report the results of the examination.

The proceedings of a general meeting are decided by more than half of the votes of the attendees, at a meeting in which at least half of all members are present, and in the case of a tie, by the chairperson; provided, however, that the proceedings referred to in paragraph (1), item (i), item (iii), or item (v) of the preceding Article is decided with at least a two-thirds majority of the votes of the attendees.

If at least one-fifth of the members specify the purpose of a general meeting and demand that one be called, the board members must call an extraordinary general meeting; provided, however, that a proportion different from one-fifth of the members may be specified in the articles of incorporation.

A convocation notice for a general meeting must specify the purpose of the general meeting, and must be issued as specified by the articles of incorporation by at least five days prior to the day of the meeting.

Only the matters for which advance notice has been given pursuant to the provisions of the preceding Article may be resolved at a general meeting; provided, however, that this does not apply if it is otherwise provided for in the articles of incorporation.

Each member holds an equal voting right.

A member not attending a general meeting may vote in writing or by proxy.

A member may, in lieu of voting in writing based on the provisions of the preceding paragraph, vote by electronic or magnetic means pursuant to the provisions of the articles of incorporation.

The provisions of paragraphs (1) and (2) do not apply if it is otherwise provided for in the articles of incorporation.

If a resolution concerns the relationship between a fund and a specific member, that member has no voting right.

A fund sets in place a governing council (hereinafter referred to as the "council") in order to further the appropriate operation of the business of the fund.

In the following cases, the president must hear the opinions of the council in advance:

before granting a recognition pursuant to the provisions of Article 79-54;

before specifying the matters that are required to be specified pursuant to the provisions of Article 79-55, paragraph (1);

before making a decision on whether to provide a loan under the provisions of Article 79-59; and

other cases specified by the articles of incorporation as cases in which material matters concerning the fund's business operation are decided.

A council comprises of no more than eight members.

The members are appointed by the president from among persons that have the necessary knowledge and experience to appropriately operate the business of the fund, with the authorization of the Prime Minister and the Minister of Finance.

The provisions of Article 79-41, paragraph (4) apply mutatis mutandis to the council.