Financial Instruments and Exchange Act

A financial instruments membership corporation is to be a corporation.

A financial instruments membership corporation must use the Japanese characters 会員制法人 (pronounced "kaiinsei hojin", meaning "membership corporation ") in its name.

A person that is not a financial instruments membership corporation must not use a term in its name which could give rise to the misconception that it is a financial instruments membership corporation.

It is prohibited for a person other than a financial instruments business operator, etc. to incorporate a financial instruments membership corporation.

For a financial instruments membership corporation to be incorporated, the financial instruments business operators, etc. that seek to become its members must become the founders.

In order for a financial instruments membership corporation to be incorporated, the founders must prepare articles of incorporation, and all founders must sign or have their names and seals affixed thereto.

The following particulars must be stated or recorded in the articles of incorporation of a financial instruments membership corporation:

its purpose;

its name;

the location of its offices;

the particulars of funds and contribution;

the particulars of its members, etc.;

the particulars of investigations into members', etc. compliance with laws and regulations, dispositions by government agencies which are based on laws and regulations, the articles of incorporation and other rules, and the principle of good faith in their transactions;

the particulars of its guarantee funds;

the particulars of its allocation of costs;

the particulars of its officers;

the particulars of its meetings;

the particulars of the execution of business;

the particulars of the preparation of rules;

the particulars of the financial instruments exchange markets;

the particulars of its accounting; and

the means of public notice (meaning the means by which the financial instruments membership corporation 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 89-2, 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 provided for in paragraph (1). In such a 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, giving public notice of those 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 a member of a financial instruments membership corporation whose incorporation is planned (hereinafter referred to as the "expected member" in this Article, the following Article and Article 88-6) must pay the full amount of the contribution before the opening of the organizational meeting.

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

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

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

An expected member that does not pay the full amount of the contribution by the time of the establishment of a financial instruments membership corporation is deemed to have rescinded its application for membership at the time of the establishment of the financial instruments membership corporation.

At an organizational meeting, each of the expected members holds an equal voting right.

An expected member that is not present at an organizational meeting may vote in writing or by proxy.

An expected member may, in lieu of voting in writing based on the provisions of the preceding paragraph, vote by electronic or magnetic means (meaning by means of using an electronic data processing system or by any other means using information and communications technology that Cabinet Office Order specifies; the same applies hereinafter), pursuant 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 an organizational meeting resolution concerns the relationship between a financial instruments membership corporation and a specific expected member, that expected member has no voting right.

The founders must hand over administrative affairs to the person who is to become the president after the completion of its organizational meeting without delay.

The articles of incorporation may be changed only with the consent of at least three-fourths of all members; provided, however, that this does not apply if it is otherwise provided for in the articles of incorporation.

A financial instruments membership corporation is liable to compensate for any damage that its president or board members cause another person in the performance of their duties.

The address of a financial instruments membership corporation is the address at which its principal office is located.

A financial instruments membership corporation must prepare an inventory of property at the time of incorporation and at any time between January and March of every year, and must keep this at its principal office at all times; provided, however, that a financial instruments membership corporation that has adopted any specific business year must prepare the inventory of property at the time of its incorporation and at the end of every business year.

A financial instruments membership corporation must keep a membership list and make the necessary changes when there is a change in the members.

Restrictions on the president's or a board member's authority of representation may not be asserted against a third party without knowledge of such limitations.

The president and board members have no authority of representation with regard to a matter that constitutes a conflict of interest between the financial instruments membership corporation and the president or board member. In such a case, the court must appoint a special agent, at the request of an interested party or the public prosecutor.

The board members of a financial instruments membership corporation must hold an ordinary general meeting of members at least once a year.

The board members of a financial instruments membership corporation may call an extraordinary general meeting when they find this to be necessary.

If at least one-fifth of all 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 other than one-fifth of the members may be stipulated 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 at least five days prior to the day of the meeting.

All administrative affairs of a financial instruments membership corporation are carried out based on general meeting resolutions, except those delegated to the board members or other officers by the articles of incorporation.

At a general meeting, only matters of which advance notice is given pursuant to the provisions of Article 88-16 may be put to a resolution; 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 that is not present at 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 financial instruments membership corporation and a specific member, that member has no voting right.

The appointment of a special agent falls under the jurisdiction of the district court for the relevant financial instruments membership corporation's principal office location.

The provisions of Article 828, paragraph (1) of the Companies Act (limited to the part that involves item (i)) and of Article 828, paragraph (2) (limited to the part that involves item (i)); Article 834 (limited to the part that involves item (i)); Article 835, paragraph (1); Article 836, paragraphs (1) and (3); Articles 837 through 839; and Article 846 of that Act apply mutatis mutandis to an action to invalidate the incorporation of a financial instruments membership corporation. In this case, in Article 828, paragraph (2), item (i) of that Act, the phrase "a shareholder, etc. (meaning a shareholder, director or liquidator (or, for a company with company auditors, it means a shareholder, director, company auditor or liquidator; and for a company with nominating committee, etc., it means a shareholder, director, executive officer, or liquidator); hereinafter the same applies in this Section) of the incorporated stock company or a partner, etc. (meaning a partner or liquidator; hereinafter the same applies in this paragraph) of the incorporated membership company" is deemed to be replaced with "the members, the president and board members, the auditors, or the liquidators", and any other necessary technical replacement of terms is specified by Cabinet Order.

A financial instruments membership corporation is established by a registration of incorporation being recorded in connection with the location of its principal office.

Except in a case prescribed in the preceding paragraph, the particulars that are required to be registered pursuant to the provisions of this Act may not be asserted against a third party until after their registration.

A registration of incorporation must be recorded for a financial instruments membership corporation in connection with the location of its principal office and within two weeks from the final day of its organizational meetings.

The following particulars must be stated in the registration referred to in the preceding paragraph:

purposes;

name;

office address;

duration of operation and grounds for dissolution, if specified;

funds and amount of contributions paid in;

unit amount of contributions and method of payment;

name, address, and qualifications of the person with the authority of representation;

provisions on the scope and limitation of the authority of representation, if any; and

means of public notice.

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