Financial Instruments and Exchange Act

A juridical person that engages in the specified non-financial information audit certification business may be registered by the Prime Minister.

A juridical person seeking the registration referred to in the preceding Article must submit a written application for registration to the Prime Minister, in which it states the following particulars:

trade name or name;

the amount of stated capital or the total amount of contributions (in the case of a foreign corporation, the amount of stated capital or the total amount of contributions and the amount of brought-in capital (meaning, of the assets corresponding to the stated capital, those brought into Japan; the same applies hereinafter));

the full names or names of officers (including, in the case of a foreign corporation, its domestic representative; the same applies hereinafter in this Section);

the full names of persons in charge of business execution (meaning, of the officers or employees of the juridical person, persons in charge of the execution of business pertaining to specified non-financial information audit certification; the same applies hereinafter in this Section);

the names and locations of the principal business office or office (in the case of a foreign corporation, the principal business office or office and the principal business office or office in Japan);

the names and locations of the business offices or offices at which the specified non-financial information audit certification business is conducted;

if the person engages in other business, the business type; and

other particulars specified by Cabinet Office Order.

The following documents must accompany the written application for registration referred to in the preceding paragraph:

a written pledge that the applicant does not fall under any item of Article 26-9 (excluding item (i), items (iii) through (v), and item (x) (limited to the portion pertaining to (d)));

a document stating the particulars specified by Cabinet Office Order as the content and method of the operations of the specified non-financial information audit certification business;

the articles of incorporation and the certificate of registered information of the juridical person (including those equivalent thereto);

a document stating the particulars specified by Cabinet Office Order as necessary for confirming that a person in charge of business execution meets the standards specified by Cabinet Office Order prescribed in Article 26-9, item (x), (d); and

other documents specified by Cabinet Office Order.

In the case where the documents set forth in item (iii) of the preceding paragraph are attached, if the articles of incorporation have been prepared as an electronic or magnetic record, an electronic or magnetic record (limited to that specified by Cabinet Office Order) may be attached in lieu of the documents.

The calculation of the amount of brought-in capital is as specified by Cabinet Order.

When an application is filed for the registration referred to in Article 26-6, unless the Prime Minister refuses the registration pursuant to the provisions of the following Article, the Prime Minister must register the following particulars in the register of specified non-financial information audit certification providers:

the particulars set forth in the items of paragraph (1) of the preceding Article; and

the date of registration and registration number.

The Prime Minister must make the register of specified non-financial information audit certification providers available to the public.

The Prime Minister must refuse to make a registration if the applicant for registration falls under any of the following items, or if the written application for registration or a document or electronic or magnetic record that is required to accompany it contains a false statement or record or lacks a statement or record of a material fact:

a person that is not a juridical person;

a juridical person whose registration under Article 26-6 has been rescinded pursuant to the provisions of Article 26-24, paragraph (1), and for which five years have not elapsed since the date of the rescission;

a juridical person that is found to conduct other business that is contrary to the public interest;

a juridical person that is found, in light of its relationship with an organized crime group prescribed in Article 2, item (ii) of the Act on Prevention of Unjust Acts by Organized Crime Group Members (Act No. 77 of 1991) or an organized crime group member prescribed in item (vi) of that Article, or other circumstances, to be likely to damage the credibility of the specified non-financial information audit certification business;

a juridical person that has not established an operational control system specified by Cabinet Office Order, such as a personnel structure sufficient to carry out the specified non-financial information audit certification business fairly and accurately;

a juridical person whose stated capital or total amount of contributions is less than the amount specified by Cabinet Order as necessary and appropriate in the public interest or for the protection of investors;

a juridical person that does not have a business office or office in Japan;

a foreign corporation that has not designated a domestic representative (limited to one responsible for the business of all business offices or offices that the foreign corporation establishes in Japan to conduct the specified non-financial information audit certification business);

a juridical person with an officer who falls under any of the following:

a person who, in the case where a juridical person that was a specified non-financial information audit certification provider has had its registration under Article 26-6 rescinded pursuant to the provisions of Article 26-24, paragraph (1), was an officer of that juridical person during the 30 days prior to the date of the rescission, and for whom five years have not elapsed since the date of the rescission;

an officer who has been ordered to be dismissed pursuant to the provisions of Article 26-24, paragraph (2), and for whom five years have not elapsed since the date of receiving that disposition;

a person specified by Cabinet Office Order as one who is unable to properly perform operations pertaining to the specified non-financial information audit certification business due to a mental or physical disorder;

a person who has received an order to commence bankruptcy proceedings and has not had their rights restored, or a person treated in the same manner under foreign laws and regulations; or

a person who has been sentenced to imprisonment or a heavier punishment (including an equivalent sentence under foreign laws and regulations), and for whom five years have not elapsed since the day on which the person finished serving the sentence or ceased to be subject to its enforcement;

a juridical person with a person in charge of business execution who falls under any of the following:

a person who, in the case where a juridical person that was a specified non-financial information audit certification provider has had its registration under Article 26-6 rescinded pursuant to the provisions of Article 26-24, paragraph (1) (limited to a case falling under item (i) or (ii) of that paragraph), was the person in charge of business execution who conducted the specified non-financial information audit certification that gave rise to that disposition, and for whom five years have not elapsed since the date of the rescission;

a person in charge of business execution who has been ordered to be dismissed pursuant to the provisions of Article 26-24, paragraph (2) as applied mutatis mutandis pursuant to paragraph (3) of that Article, and for whom five years have not elapsed since the date of receiving that disposition;

a person who falls under any of (c) through (e) of the preceding item; or

a person who does not meet the standards specified by Cabinet Office Order as standards for persons who have the knowledge and experience necessary for the execution of operations pertaining to specified non-financial information audit certification.

If there is a change in any of the particulars set forth in the items of Article 26-7, paragraph (1), a specified non-financial information audit certification provider must notify the Prime Minister to that effect within two weeks from the date of the change. In this case, if the matter pertaining to the change relates to an increase in or replacement of persons in charge of business execution, it must attach the document set forth in paragraph (2), item (iv) of that Article pertaining to those persons in charge of business execution.

When the Prime Minister has accepted a notification under the preceding paragraph, the Prime Minister must register the notified particulars in the register of specified non-financial information audit certification providers.

If there is a change in the content or method of business stated in the document set forth in Article 26-7, paragraph (2), item (ii), a specified non-financial information audit certification provider must, as prescribed by Cabinet Office Order, notify the Prime Minister to that effect without delay.

A specified non-financial information audit certification provider and its officers and employees must perform its operations fairly and sincerely from an independent standpoint.

An officer or employee of a specified non-financial information audit certification provider, or a person who has held such a position, must not, without a justifiable ground, divulge or misappropriate a secret learned in connection with their duties.

A specified non-financial information audit certification provider must, as prescribed by Cabinet Office Order, establish an operational control system, such as a personnel structure sufficient to carry out the specified non-financial information audit certification business that it conducts fairly and accurately.

A specified non-financial information audit certification provider must not allow another person to engage in the specified non-financial information audit certification business using its own name.

A specified non-financial information audit certification provider must have a person in charge of business execution execute operations pertaining to specified non-financial information audit certification in accordance with the criteria and procedures specified by Cabinet Office Order prescribed in Article 26-5, paragraph (3).

A specified non-financial information audit certification provider must not conduct specified non-financial information audit certification pertaining to a specified submitter that has the special interest prescribed in Article 26-5, paragraph (2) with that specified non-financial information audit certification provider.

If a person in charge of business execution has executed operations pertaining to specified non-financial information audit certification for all business years of a period of consecutive business years specified by Cabinet Order within the range of seven business years of one specified submitter (in the case of a period of business years specified by Cabinet Office Order as being equivalent to that period of consecutive business years, that period of business years; referred to as a "consecutive business year period" in this Article), a specified non-financial information audit certification provider must not have that person in charge of business execution execute operations pertaining to the specified non-financial information audit certification received by that one specified submitter for a period of business years specified by Cabinet Order on or after the business year following that consecutive business year period, or have that person involved in such operations.

If a person in charge of business execution has executed operations pertaining to the specified non-financial information audit certification received by a specified submitter, that person in charge of business execution (including a person who was a person in charge of business execution) must not assume the position of officer of that specified submitter or its subsidiary company, etc. until the last day of the business year following the business year pertaining to the covered disclosure document in which the specified non-financial information pertaining to that specified non-financial information audit certification is stated; provided, however, that this does not apply if the approval of the Prime Minister is obtained in a case where it is found that there are unavoidable circumstances for assuming the position of officer of that specified submitter or its subsidiary company, etc., or in any other case specified by Cabinet Office Order.

A specified non-financial information audit certification provider must, pursuant to the provisions of Cabinet Office Order, have its persons in charge of business execution receive training for improving qualifications regarding specified non-financial information audit certification that is conducted by the certified specified non-financial information audit certification business association prescribed in Article 26-29, paragraph (2) or by other persons specified by Cabinet Office Order.