Financial Instruments and Exchange Act

When an application for authorization under paragraph (2) of the preceding Article is filed, the Prime Minister must examine whether the application conforms to the following criteria:

the provisions of the articles of incorporation, the operational rules, and the brokerage contract rules of the incorporated financial instruments exchange after entity conversion conform to laws and regulations, and are sufficient for ensuring fair and smooth purchase and sales of securities and market derivatives transactions on the financial instruments exchange market, as well as for protecting investors;

the incorporated financial instruments exchange after entity conversion has a sufficient personnel structure to run a financial instruments exchange market in an appropriate manner; and

the incorporated financial instruments exchange after entity conversion will be organized as a financial instruments exchange in a way that 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 finds that an application conforms to the criteria in that paragraph, the Prime Minister must grant authorization for entity conversion, except in a case that falls under any of the following items:

the incorporated financial instruments exchange after entity conversion has a person falling under any of the provisions of Article 29-4, paragraph (1), item (ii), (b) through (i) of this Act, or Article 331, paragraph (1), item (iii) of the Companies Act as an officer; or

the application for the authorization of an entity conversion or a document attached to it contains a false statement regarding a material particular.

An incorporated association-operated financial instruments exchange implementing an entity conversion becomes an incorporated financial instruments exchange on the effective date.

A member of an incorporated association-operated financial instruments exchange implementing an entity conversion becomes a shareholder of the shares set forth in Article 101-2, paragraph (4), item (v), in accordance with the provisions on the particulars set forth in item (vi) of that paragraph on the effective date.

The provisions of the preceding two paragraphs do not apply if the procedures under the provisions of Article 101-4 is not complete or if the entity conversion is suspended.

Once an incorporated association-operated financial instruments exchange implements an entity conversion, it must, within two weeks from the effective date file for a registration of dissolution concerning the incorporated association-operated financial instruments exchange implementing the entity conversion, or file for a registration of incorporation concerning the incorporated financial instruments exchange after entity conversion, at the locality of the principal office and the head office.

In addition to the documents specified in Article 18, Article 19, and Article 46 of the Commercial Registration Act, the following documents must be attached to a written application for the registration of incorporation referred to in the preceding paragraph:

the entity conversion plan;

the articles of incorporation;

the minutes of the general meeting concerning the entity conversion of the incorporated association-operated financial instruments exchange implementing the entity conversion;

a document evidencing that the public notice and notice under the provisions of Article 101-4, paragraph (2) have been issued, and if a creditor has stated an objection, a document evidencing that the debt has been paid or reasonable collateral has been provided to that creditor, that reasonable property has been deposited in trust for the purpose of allowing the creditor to receive payment for the debt, or that the entity conversion is unlikely to be detrimental to that creditor;

a document evidencing the amount of net assets currently existing at the incorporated association-operated financial instruments exchange implementing the entity conversion as of the effective date;

a document evidencing that the directors of the incorporated financial instruments exchange after entity conversion (or, if the incorporated financial instruments exchange after entity conversion will be a company with company auditors, the directors and the company auditors) have accepted those positions;

if an accounting advisor or accounting auditor has been appointed for the incorporated financial instruments exchange after entity conversion, the documents set forth in the items of Article 54, paragraph (2) of the Commercial Registration Act;

if the administrator of the shareholder register has been appointed, a document evidencing the contract concluded with that person;

if shares have been issued upon entity conversion pursuant to the provisions of Article 101-9, the following documents:

a document evidencing the offers to subscribe for shares;

if money is the subject of contributions, a document evidencing that the payment under Article 101-13, paragraph (1) has been made; and

if property other than money is the subject of contributions, the following documents:

if an examiner has been appointed, a document stating the examiner's investigation report and its attached documents;

in a case set forth in Article 207, paragraph (9), item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 101-16, paragraph (3), a document certifying the market price of the securities;

in a case set forth in Article 207, paragraph (9), item (iv) of the Companies Act as applied mutatis mutandis pursuant to Article 101-16, paragraph (3), a document stating the certification provided for in that item and its attached documents; and

in a case set forth in Article 207, paragraph (9), item (v) of the Companies Act as applied mutatis mutandis pursuant to Article 101-16, paragraph (3), the account books in which the monetary claims provided for in that item are recorded.

The provisions of Articles 76 and 78 of the Commercial Registration Act apply mutatis mutandis to the cases set forth in paragraph (1).

The provisions of Article 828, paragraph (1) of the Companies Act (limited to the part that involves item (vi)) and of Article 828, paragraph (2) (limited to the part that involves item (vi)); Article 834 (limited to the part that involves item (vi)); Article 835, paragraph (1); Articles 836 through 839; Article 846; and Article 937, paragraph (3) (limited to the part that involves item (i)) of that Act apply mutatis mutandis to an action to invalidate the entity conversion of an incorporated association-operated financial instruments exchange. In this case, in Article 828, paragraph (2), item (vi) of that Act, the phrase "shareholders, etc. or a partner, etc. of the company implementing entity conversion" is deemed to be replaced with "member, etc. (meaning a member, the president, a board member, an inspector, or a liquidator) of an incorporated association-operated financial instruments exchange implementing the entity conversion" and the term "shareholders, etc., a partner, etc., the trustee in bankruptcy or a creditor that did not give approval to the entity conversion of the company after entity conversion" is deemed to be replaced with "shareholder, etc. (meaning a shareholder, director, or liquidator (or, for a company with a board of company auditors, meaning a shareholder, director, company auditor, or liquidator; and for a company with nominating committee, etc., meaning a shareholder, director, executive officer, or liquidator)), trustee in bankruptcy, or creditor, that did not approve or accept the entity conversion of an incorporated association-operated financial instruments exchange after entity conversion"; in Article 937, paragraph (3) of that Act, the phrase "the head office of each company" is deemed to be replaced with "the head office and the principal office of the financial instruments exchange"; and any other necessary technical replacement of terms is specified by Cabinet Order.

The provisions of Article 840 of the Companies Act apply mutatis mutandis to an action to invalidate an entity conversion prescribed in Article 828, paragraph (1) of that Act (limited to the part that involves item (vi)) as applied mutatis mutandis pursuant to the provisions of the preceding paragraph, if the shares issued upon entity conversion are issued pursuant to the provisions of Article 101-9; and the provisions of Article 868, paragraph (1) of that Act and the main clause of Article 871; Article 872 (limited to the part that involves item (ii)); the main clause of Article 873; Articles 875 to 877; and Article 878, paragraph (1) of that Act apply mutatis mutandis to a petition under Article 840, paragraph (2) of that Act as applied mutatis mutandis pursuant to this paragraph. In such a case, the necessary technical replacement of terms is specified by Cabinet Order.

A self-regulatory organization is to be a corporation.

A self-regulatory organization must use the Japanese characters 自主規制, pronounced "jishu kisei hojin", meaning "self-regulatory organization" in its name.

A person that is not a self-regulatory organization must not use a term in its name which could give rise to the misconception that it is a self-regulatory organization.

It is not permissible for a person other than a financial instruments exchange, a financial instruments exchange holding company, or a parent commodity exchange, etc. (meaning a commodity exchange (excluding one that is a financial instruments exchange; the same applies hereinafter) that has a financial instruments exchange as its subsidiary company (meaning a subsidiary company as prescribed in Article 87-3, paragraph (3); hereinafter the same applies in this paragraph) or a commodity exchange holding company that has a financial instruments exchange as its subsidiary company (excluding a commodity exchange holding company that is a financial instruments exchange holding company; the same applies hereinafter); hereinafter the same applies in this Chapter) to incorporate as a self-regulatory organization.

For a self-regulatory organization to be incorporated, a financial instrument exchange, financial instruments exchange holding company, or parent commodity exchange, etc. that seeks to be a member must become a founder.

In order to incorporate as a self-regulatory organization, the founders must prepare articles of incorporation, and all founders must sign or have their names and seals affixed to the articles of incorporation.

The following particulars must be stated or recorded in the articles of incorporation of a self-regulatory organization:

its purpose;

its name;

the location of its office;

the particulars of funds and contributions;

the particulars of its members;

the particulars of its allocation of costs;

the particulars of its officers;

the particulars of its meetings;

the particulars of its execution of business;

the particulars of its preparation of rules;

the particulars of the self-regulatory services it is entrusted with and performs;

the particulars of its accounting; and

the means of public notice (meaning the means by which the self-regulatory organization makes its public notices (excluding public notices that, pursuant to the provisions of this Act, must be made by means of publication in the Official Gazette); the same applies in Article 102-9, paragraph (2), item (ix)).

The provisions of Article 26, paragraph (2) and Article 30, paragraph (1) of the Companies Act apply mutatis mutandis to the articles of incorporation referred to in paragraph (1). In this case, the term "Ministry of Justice Order" in Article 26, paragraph (2) of that Act is deemed to be replaced with "Cabinet Office Order".

After preparing the articles of incorporation, the founders must solicit persons seeking to become members, and hold an organizational meeting, make public notice of the articles of incorporation together with the date, time, and place of the meeting, by two weeks prior to the day of the meeting.

A person planning to become the member of a self-regulatory organization whose incorporation is planned (hereinafter referred to as an "expected member" in this Article) must pay the full amount of contribution before the opening of the organizational meeting.

Approval of the articles of incorporation and decisions about matters that are otherwise necessary for incorporation must be decided by a resolution of the organizational meeting.

The articles of incorporation may be amended at an organizational meeting.

The proceedings of the organizational meeting referred to in paragraph (3) are decided with at least a two-thirds majority of the votes of the attendees, at a meeting in which at least half of the expected members that have paid the full amount of the contribution by the opening of the meeting, are present.

An expected member that does not pay the full amount of the contribution by the time of the establishment of a self-regulatory organization is deemed to have revoked the application for membership at the time of the establishment of the self-regulatory organization.

The provisions of Articles 88-5 through 88-21 apply mutatis mutandis to the incorporation of a self-regulatory organization.