Foreign Exchange and Foreign Trade Act

It is prohibited for a bank or other prescribed financial institution to conduct a funds transfer transaction with a customer that involves a payment being made or received by that customer until after it has confirmed that the customer's making or receiving of the payment does not constitute the making or receiving of a payment stated in one of the following items, or, if the customer's making or receiving of the payment is found to constitute the making or receiving of a payment stated in one of the following items, until after it has confirmed that the requirement prescribed in that item has been met:

the making or receiving of a payment that it has been made obligatory for persons to getobtain permission for pursuant to the provisions of Article 16, paragraphs (1) through (3) (excluding, in the case of the making or receiving of a payment that it has been made obligatory for persons to obtain permission for pursuant to the provisions of paragraph (3) of that Article, a payment prescribed by Cabinet Order as other than one for which the obligation to obtain permission has been imposed in order to ensure reliable implementation of the provisions of Article 16, paragraph (1) or (2) or Article 21, paragraph (1) or (2) or the provisions of orders based on those provisions):the customer has gottenobtained that permission;

the making or receiving of a payment in connection with a capital transaction prescribed in Article 20 (hereinafter referred to as a "capital transaction" in this item) that it has been made obligatory for persons to getobtain permission for pursuant to the provisions of Article 21, paragraph (1) or (2) (excluding a payment prescribed by Cabinet Order as one in connection with a capital transaction conducted by a person that has put in place the system necessary to ensure performance of that obligation even if the bank or other prescribed financial institution does not conduct that confirmation):the customer has gottenobtained that permission; and

The term "capital transaction" means any of the following transactions or actions (excluding an act which falls within the category of inward direct investment or an equivalent action prescribed in Article 26, paragraph (2) (excluding the acts stated in items (ix) and (x) of that paragraph and, among the acts stated in item (xi) of that paragraph, those prescribed by Cabinet Order as being equivalent to the acts stated in items (ix) and (x) of that paragraph) and which is conducted by any of the persons stated in the items of paragraph (1) of that Article):

a partnership or similar organization (meaning a partnership formed based on a partnership contract prescribed in Article 667, paragraph (1) of the Civil Code (Act No. 89 of 1896) under which the parties agree to engage in the business of investment in companies (limited to a partnership in which one or multiple partners are entrusted with the execution of the business; hereinafter referred to as a "voluntary partnership" in this item and item (vii) of the following paragraph), an investment limited partnership as prescribed in Article 2, paragraph (2) of the Limited Partnership Act for Investment (Act No. 90 of 1998) (hereinafter referred to as an "investment limited partnership" in this item and item (vii) of the following paragraph), or an organization established based on the laws and regulations of a foreign country which is similar to either such partnership (hereinafter referred to as an "organization similar to a specified partnership" in this item and paragraph (13) of the following Article); hereinafter the same applies in this item), in which the ratio of the total of the amounts of capital contributions made by the persons stated in item (i) and other persons prescribed by Cabinet Order, to the total amount of capital contributions made by all partners of the partnership or similar organization (or all members of an organization similar to a specified partnership) is 50 percent or more; or in which the persons stated in that item and other persons prescribed by Cabinet Order account for the majority of executive partners of the partnership or similar organization (meaning partners entrusted with business execution for a voluntary partnership or general partners of an investment limited partnership, or similar persons affiliated with an organization similar to a specified partnership) (hereinafter referred to as a "specified partnership or similar organization"); or

a corporation or other such organization in which the persons stated in item (i) account for the majority of the officers (meaning members in charge of executive business management, directors, executive officers, representatives, administrators, and any other person equivalent to them; and including persons who are found to have at least the same amount of control over the corporation or other such organization as a member in charge of executive business management, director, executive officer, representative, administrator, or other person equivalent to them, irrespective of whether they are referred to as advisor or consultant or by any other title; hereinafter the same applies in this item and item (x) of the following paragraph) or the majority of its officers having the authority to represent it, other than as stated in the preceding three items.

the acquisition of shares or equity in a company (excluding the acquisition through the transfer from any of the persons stated in the items of the preceding paragraph, and the acquisition of shares in a company that has issued shares listed on a financial instruments exchange prescribed in Article 2, paragraph (16) of the Financial Instruments and Exchange Act or shares prescribed by Cabinet Order as being equivalent to them (hereinafter referred to as a "listed or equivalent company" in this Article));

the acquisition of shares in a listed or equivalent company (but only an acquisition that results in the sum total that is arrived at when the net number of shares (meaning the total number of shares inon the listed or equivalent company that the person acquiring them (hereinafter referred to as "the acquirer of the shares" in this item and paragraph (4)) owns after the acquisition; the number of shares in the listed or equivalent company owned by persons closely affiliated with the acquirer of the shares; and the number of shares in the listed or equivalent company that will be subject to investment in the event that the acquirer of the shares and persons closely affiliated with the acquirer of the shares investbasis of the net total calculated by deducting the number of duplicate shares, if any, among the shares whose numbers are added together; the same applies in item (ix), (b) and item (x), (b)) arrived at when the number of shares owned or otherwise managed under contract (meaning shares that a person owns and shares that are subject to investment in the event that the person invests in shares (or givegives instructions to do so; this is limited to investment in shares that satisfies) that satisfy the requirements prescribed by Cabinet Order) after having been entrusted to do so by another person based on a discretionary investment contract or any other such contract (on the basis of the net total calculated by deducting the number of duplicate shares among these shares, if any); hereinafter the same applies in this Article and Article 29, paragraph (9)) in the listed or equivalent company that the person acquiring them (hereinafter referred to as "the acquirer of the shares" in this item and paragraph (4)) will come to own after the acquisition, and the number of shares owned or otherwise managed under contract in the listed or equivalent company that are owned by persons closely affiliated with the acquirer of the shares are added together, accounting for a proportion of the total number of issued shares in the listed or equivalent company that does not fall below 1 percent and that is at least the percentage prescribed by Cabinet Order);

the acquisition of voting rights in a listed or equivalent company (but only an acquisition that results in the net number of voting rights (meaning the total number of voting rights on the basis of the net total calculated by deducting the number of duplicate voting rights, if any, among the voting rights whose numbers are added together; hereinafter the same applies in this paragraph) arrived at when the number of voting rights held or otherwise exercisable under contract (meaning voting rights that a person holds in their own name or in another person's name, and voting rights prescribed by Cabinet Order as those that are exercisable based on a discretionary investment contract or any other such contract; hereinafter the same applies in this item and the following itemArticle and Article 29, paragraph (9)) in the listed or equivalent company that the person acquiring voting rights (hereinafter referred to as the "acquirer of the voting rights" in this item and paragraph (4)) will come to hold after the acquisition, and the number of voting rights held or otherwise exercisable under contract in the listed or equivalent company by persons closely affiliated with the acquirer of the voting rights are added together (if there are any duplicate voting rights among these, this is based on the net total arrived at when they are deducted; the same applies in the following item), accounting for a proportion of the total voting rights in the listed or equivalent company that does not fall below 1 percent and that is at least the percentage prescribed by Cabinet Order, and excluding acquisition involving the action stated in the preceding item);

the acquisition of voting rights (meaning rights under the laws and regulations of a foreign country that are equivalent to the voting rights provided for in paragraph (1), item (iii); the same applies hereinafter in this item and the following item) in a corporation or other organization established under foreign laws and regulations, that is an acquisition as a result of which the proportion of the net total number of voting rights (calculated by deducting the number of duplicate voting rights, if any, among the voting rights added together), arrived at by adding together the number of voting rights in a directly held corporation or other organization that falls under any of the following that are directly held by the person that has made the acquisition (including, where the person that has made the acquisition has the purpose of controlling the business activities of that directly held corporation or other organization, voting rights prescribed by Cabinet Order as voting rights that the person that has made the acquisition can exercise under a discretionary investment contract or any other contract) and the number of voting rights in that directly held corporation or other organization that are directly held by a corporation or other party that has voting rights equivalent to 50 percent or more of its total number of voting rights directly held by the person that has made the acquisition and that is prescribed by Cabinet Order as having a permanent economic relationship with the person that has made the acquisition based on ownership of shares (including, where the person that has made the acquisition has the purpose of controlling the business activities of that directly held corporation or other organization, voting rights prescribed by Cabinet Order as voting rights that the party prescribed by Cabinet Order can exercise under a discretionary investment contract or any other contract), to the total number of voting rights in that directly held corporation or other organization newly becomes 50 percent or more:

a directly held corporation or other organization that owns shares or equity in a company (excluding a listed or equivalent company);

a directly held corporation or other organization in a case in which the net number of shares arrived at when the number of shares owned or otherwise managed under contract in a listed or equivalent company by the person that has made the acquisition and persons closely affiliated with that person, and the number of shares owned or otherwise managed under contract in that listed or equivalent company by a directly held corporation or other organization that owns shares owned or otherwise managed under contract in that listed or equivalent company and by persons closely affiliated with that directly held corporation or other organization, are added together, accounts for a proportion of the total number of issued shares in that listed or equivalent company that does not fall below 1 percent and that is at least the percentage prescribed by Cabinet Order;

a directly held corporation or other organization in a case in which the net number of voting rights arrived at when the number of voting rights held or otherwise exercisable under contract in a listed or equivalent company by the person that has made the acquisition and persons closely affiliated with that person, and the number of voting rights held or otherwise exercisable under contract in that listed or equivalent company by a directly held corporation or other organization that holds voting rights held or otherwise exercisable under contract in that listed or equivalent company and by persons closely affiliated with that directly held corporation or other organization, are added together, accounts for a proportion of the total voting rights in that listed or equivalent company that does not fall below 1 percent and that is at least the percentage prescribed by Cabinet Order;

the exercise of voting rights relating to the selection of officers of a directly held corporation or other organization that falls under any of the following, or of a corporation or other organization established under foreign laws and regulations that directly holds voting rights equivalent to 50 percent or more of the total number of voting rights in that directly held corporation or other organization and that is prescribed by Cabinet Order as having a permanent economic relationship with the directly held corporation or other organization based on ownership of shares, as a result of which selection the person that has exercised the voting rights and persons prescribed by Cabinet Order as officers or other relevant persons of the person that has exercised the voting rights newly come to account for a majority of the officers, or of the officers having the authority to represent, of the corporation or other organization concerned in that selection:

a directly held corporation or other organization that owns shares or equity in a company (excluding a listed or equivalent company);

a directly held corporation or other organization in a case in which the net number of shares arrived at when the number of shares owned or otherwise managed under contract in a listed or equivalent company by the person that has exercised the voting rights and persons closely affiliated with that person, and the number of shares owned or otherwise managed under contract in that listed or equivalent company by a directly held corporation or other organization that owns shares owned or otherwise managed under contract in that listed or equivalent company and by persons closely affiliated with that directly held corporation or other organization, are added together, accounts for a proportion of the total number of issued shares in that listed or equivalent company that does not fall below 1 percent and that is at least the percentage prescribed by Cabinet Order;

a directly held corporation or other organization in a case in which the net number of voting rights arrived at when the number of voting rights held or otherwise exercisable under contract in a listed or equivalent company by the person that has exercised the voting rights and persons closely affiliated with that person, and the number of voting rights held or otherwise exercisable under contract in that listed or equivalent company by a directly held corporation or other organization that holds voting rights held or otherwise exercisable under contract in that listed or equivalent company and by persons closely affiliated with that directly held corporation or other organization, are added together, accounts for a proportion of the total voting rights in that listed or equivalent company that does not fall below 1 percent and that is at least the percentage prescribed by Cabinet Order;

The "person closely affiliated" that is provided for in paragraph (2), items (iii) through (v) , item (ix), (b) and (c), and item (x), (b) and (c) means a person as stated in one of the items of paragraph (1) and prescribed by Cabinet Order as a person that has a permanent economic relationship with the acquirer of the shares, acquirer of the voting rights, or consenterconsenter, person that has made the acquisition provided for in paragraph (2), item (ix), person that has exercised the voting rights provided for in item (x) of that paragraph, or directly held corporation or other organization which is based on ownership of shares, that has a familial relationship to that person, or that has any other special affiliation equivalent to either of these with that person.

The "directly held corporation or other organization" that is provided for in paragraph (2), items (ix) and (x) and the preceding paragraph means a corporation or other organization established under foreign laws and regulations that owns or holds shares or equity in a company (excluding a listed or equivalent company), or shares owned or otherwise managed under contract or voting rights held or otherwise exercisable under contract in a listed or equivalent company (or, where a member of an organization similar to a specified partnership owns or holds those shares or equity, or those shares owned or otherwise managed under contract or voting rights held or otherwise exercisable under contract, as assets of that organization similar to a specified partnership, that organization similar to a specified partnership).

Before a foreign investor (meaning a foreign investor as provided in paragraph (1) of the preceding Article; hereinafter the same applies in this , except in the following Article, Article 28, 28-2 and Article 29, paragraphs (1) through (4) and Article 55-5paragraph (7)) conducts an inward direct investment or equivalent action (meaning an inward direct investment or equivalent action provided for in paragraph (2) of the preceding Article, and excluding an inward direct investment or equivalent action prescribed by Cabinet Order in consideration of inheritance, bequest, merger of a corporation, or any other circumstances; hereinafter the same applies in this Article, Article 29, paragraphs (1) through (4), Article 55-5, Article 69-2, paragraph (2), and Article 70, paragraph (1), except in the following Article, Article 29, paragraph (7), Article 29-2 and Article 69-4) prescribed by Cabinet Order as being likely to constitute one that necessitates an examination under paragraph (3), the foreign investor, pursuant to the provisions of Cabinet Order, must first file a notification of the business purpose of the inward direct investment or equivalent action, its amount, its timing, and any other information that Cabinet Order prescribes following matters (limited, as for the matter stated in item (ii), to the case where the inward direct investment or equivalent action that the foreign investor is to conduct falls under an action prescribed by Cabinet Order as one of the actions stated in the items of paragraph (2) of the preceding Article for which the amount relating to the action can be calculated, and as for the matter stated in item (iv), to the case where the foreign investor takes the measure relating to national security or a similar concern provided for in that item) concerning that inward direct investment or equivalent action with the Minister of Finance and the competent minister for the business.:

the purpose of the business prescribed in each of (a) through (e) in accordance with the category of inward direct investment or equivalent action stated in (a) through (e):

the actions stated in Article 26, paragraph (2), items (i) through (v) and the actions stated in Article 26, paragraph (2), item (xi) (limited to actions prescribed by Cabinet Order as equivalent to the actions stated in Article 26, paragraph (2), items (i) through (v); the same applies hereinafter in this (a)): the business of a company (excluding a listed or equivalent company) provided for in Article 26, paragraph (2), items (i) through (v), or of a listed or equivalent company (or, for the actions stated in Article 26, paragraph (2), item (xi), something equivalent to these);

the action stated in Article 26, paragraph (2), item (vi) and the actions stated in Article 26, paragraph (2), item (xi) (limited to actions prescribed by Cabinet Order as equivalent to the action stated in Article 26, paragraph (2), item (vi); the same applies hereinafter in this (b)): the business of a branch office or other such place of business provided for in Article 26, paragraph (2), item (vi) (or, for the actions stated in Article 26, paragraph (2), item (xi), something equivalent to this);

the action stated in Article 26, paragraph (2), item (vii) and the actions stated in Article 26, paragraph (2), item (xi) (limited to actions prescribed by Cabinet Order as equivalent to the action stated in Article 26, paragraph (2), item (vii); the same applies hereinafter in this (c)): the business of a corporation that has its principal office in Japan provided for in Article 26, paragraph (2), item (vii) (or, for the actions stated in Article 26, paragraph (2), item (xi), something equivalent to this);

the action stated in Article 26, paragraph (2), item (viii) and the actions stated in Article 26, paragraph (2), item (xi) (limited to actions prescribed by Cabinet Order as equivalent to the action stated in Article 26, paragraph (2), item (viii); the same applies hereinafter in this (d)): the business succeeded to through the succession to a business provided for in Article 26, paragraph (2), item (viii) (or, for the actions stated in Article 26, paragraph (2), item (xi), something equivalent to this);

the actions stated in Article 26, paragraph (2), items (ix) and (x) and the actions stated in Article 26, paragraph (2), item (xi) (limited to actions prescribed by Cabinet Order as equivalent to the actions stated in Article 26, paragraph (2), items (ix) and (x); the same applies hereinafter in this (e)): the business of a company (excluding a listed or equivalent company) provided for in Article 26, paragraph (2), item (ix), (a) through (c) or item (x), (a) through (c), or of a listed or equivalent company (or, for the actions stated in Article 26, paragraph (2), item (xi), something equivalent to these);

the amount of that inward direct investment or equivalent action;

the timing of the execution of that inward direct investment or equivalent action;

a restriction on the involvement of that foreign investor in the management of the company relating to that inward direct investment or equivalent action, or any other measure to eliminate the risk of that inward direct investment or equivalent action giving rise to either of the situations stated in paragraph (3), item (i), (a) or (b) (hereinafter referred to as a "measure relating to national security or a similar concern");

any other matters prescribed by Cabinet Order.

A foreign investor that has filed a notification under the preceding paragraph with regard to inward direct investment or an equivalent action must not undertake the inward direct investment or equivalent action that is subject to that notification during the period until the final day in the 30-day period that starts on the date that the Minister of Finance and the competent minister for the business receive the notification; provided, however, that on finding, before the end of this period, that, in light of its business purposethe purpose of the business provided for in item (i) of that paragraph or any other consideration, the inward direct investment or equivalent action that is subject to that notification does not constitute one necessitating an examination under the following paragraph, the Minister of Finance and the competent minister for the business may shorten this period.

When a notification under paragraph (1) has been filed, on finding it necessary to examine whether the inward direct investment or equivalent action that is subject to that notification falls under one of the following categories of inward direct investment or equivalent action (hereinafter referred to as "inward direct investment or an equivalent action that is a matter of national security or a similar concern"), the Minister of Finance and the competent minister for the business may extend the period during which the inward direct investment or equivalent action that is subject to that notification must not be undertaken, but only to a period of four months starting, pursuant to the provisions of Cabinet Order, extend the prohibition period (meaning the period prescribed in the main clause of the preceding paragraph that relates to that notification; hereinafter the same applies in this Article and Article 27-3), but only until the final day in the four-month period that starts on the day on which the notification is received:

If the Minister of Finance and the competent minister for the business have extended the period during which an inward direct investment or equivalent action must not be undertakenprohibition period pursuant to the provisions of the preceding paragraph, but they find, as a result of the examination under that paragraph and before the expiration of the extended prohibition period, that the inward direct investment or equivalent action stated in the notification under paragraph (1) does not fall within the scope of an inward direct investment or equivalent action that is a matter of national security or a similar concern, they may shorten the extended prohibition period.

If the Minister of Finance and the competent minister for the business have extended the period during which an inward direct investment or equivalent action must not be undertakenprohibition period pursuant to the provisions of paragraph (3), but they find, as a result of the examination under that paragraph, that the inward direct investment or equivalent action stated in the notification under paragraph (1) falls within the scope of an inward direct investment or equivalent action that is a matter of national security or a similar concern, the ministers, pursuant to Cabinet Order, may recommend the person that filed the notification of the inward direct investment or equivalent action to modifychange the substance of the investment or action or to discontinue it, to make a modification of a measure relating to national security or a similar concern (meaning filing with the Minister of Finance and the competent minister for the business a notification of modification concerning the matters stated in item (iv) of that paragraph in the notification in question; the same applies hereinafter), or to discontinue the investment or action, after hearing the opinions of the Council on Customs, Tariffs, Foreign Exchange, and Other Transactions; provided, however, that the period during which the ministers may recommend the modification or discontinuance starts on the day on which they receive the notification in question, and change, the modification of a measure relating to national security or a similar concern, or the discontinuance ends on the final day of the prohibition period extended pursuant to the provisions of paragraph (3) or, the following paragraph, or Article 27-3, paragraph (2).

Notwithstanding the provisions of paragraph (3), or Article 27-3, paragraph (2), if the Minister of Finance and the competent minister for the business hear the opinions of the Council on Customs, Tariffs, Foreign Exchange, and Other Transactions pursuant to the provisions of the preceding paragraph, but the Council informs them that, in light of the nature of the case, it will be difficult for the Council to state its opinions within the four-month period prescribed in paragraph (3), the period during which the inward direct investment or equivalent action must not be conducted as prescribed in that paragraph is five monthsperiod until the final day in the four-month period that starts on the date on which the notification under paragraph (1) is received (or, where the prohibition period has been extended beyond that period pursuant to the provisions of Article 27-3, paragraph (2), the period until the day on which the extended prohibition period expires), the prohibition period is the period until the final day in the five-month period that starts on the date on which the notification under paragraph (1) is received (or, where the prohibition period has been extended pursuant to the provisions of paragraph (2) of that Article beyond the period until the final day in the four-month period that starts on the date on which the notification under paragraph (1) is received, the period until the final day in the one-month period that starts on the day following the day on which the extended prohibition period expires).

A person that has notified the Minister of Finance and the competent minister for the business of compliance with the recommendation pursuant to the provisions of the preceding paragraph must undertake the inward direct investment or equivalent action, or make the modification of a measure relating to national security or a similar concern, that is subject to the recommendation in accordance with the recommendation.

Notwithstanding the provisions of paragraph (3) or (6), or Article 27-3, paragraph (2), a person that has notified the Minister of Finance and the competent minister for the business of compliance with the recommendation pursuant to the provisions of paragraph (7) may undertake the inward direct investment or equivalent action that is subject to the recommendation even if four months (or five months, if the period has beenbefore the expiration of the prohibition period extended pursuant to thethese provisions of paragraph (6)) have not yet passed since the day on which the person filed the notification concerning that inward direct investment or equivalent action.

If a person that has been issued a recommendation under paragraph (5) fails to notify the Minister of Finance and the competent minister for the business as under paragraph (7) or notifies them of non-compliance with the recommendation, the Minister of Finance and the competent minister for the business may order the person to modifychange the substance of the inward direct investment or equivalent action or discontinue it; provided, however, that the period during which the ministers may issue an order to modify or discontinue this starts on the day on which they receive the notification in question, and , to make a modification of a measure relating to national security or a similar concern, or to discontinue the inward direct investment or equivalent action; provided, however, that the period during which the ministers may issue an order to change, to make the modification of a measure relating to national security or a similar concern, or to discontinue this ends on the final day inof the prohibition period as extended pursuant to paragraph (3) or (6) or Article 27-3, paragraph (2).

If the Minister of Finance and the competent minister for the business find that, because of a change in economic conditions or for any other reasons, the inward direct investment or equivalent action stated in a notification under paragraph (1) has ceased to fall within the scope of an inward direct investment or equivalent action that is a matter of national security or a similar concern, they may rescind all or a part of the recommendation issued to a person that has notified them of compliance with the recommendation to modifychange the substance of the inward direct investment or equivalent action or to make a modification of a measure relating to national security or a similar concern under paragraph (7), or may rescind all or a part of the order issued to a person that has been ordered to modifychange the substance of the inward direct investment or equivalent action or to make a modification of a measure relating to national security or a similar concern pursuant to the provisions of the preceding paragraph.

Beyond as provided in paragraphs (5) through (11), Cabinet Order prescribes the procedures for recommending modifications and ordering, under these provisions, a change to the content of an inward direct investment andor equivalent actions and the discontinuance of the sameaction, a modification of a measure relating to national security or a similar concern, or the discontinuance of an inward direct investment or equivalent action, and provides for other necessary particulars in connection with these recommendations and orders.

Assets and rights that a partner of a specified partnership or similar organization (or a member of an organization similar to a specified partnership; the same applies hereinafter) acquires through an action that is comparable to the inward direct investments andinvestment or equivalent actionsaction that the specified partnership or similar organization undertakes are deemed to be acquired, owned, or held by the specified partnership or similar organization, and the provisions of the preceding paragraphs , Article 27-3, Article 27-4, and Article 29, paragraphs (1) through (4)(6) and (9) apply.

A person (including a corporation or any other organization) not constituting a foreign investor is deemed to be a foreign investor in connection with any action of the following actions, among the actions comparable to an inward direct investment or equivalent action which that person conducts on behalf of a foreign investor person stated in the items of paragraph (1) of the preceding Article (hereinafter referred to as a "non-resident, etc.") but not in the name of that foreign investornon-resident, etc., and the provisions of paragraphs (1) through (12) , Article 27-3, Article 27-4, and Article 29, paragraphs (1) through (4) (6) and (9) apply.:

an action conducted for the account of that non-resident, etc.;

an action conducted based on a contract or on the laws and regulations of a foreign country or anything similar (limited to an action prescribed by Cabinet Order, and excluding an action stated in the preceding item);

an action conducted by a person that has, with that non-resident, etc., a permanent economic relationship based on ownership of shares, a familial relationship, an employment relationship, or any other special relationship prescribed by Cabinet Order (limited to an action prescribed by Cabinet Order, and excluding an action stated in the preceding two items).

Notwithstanding the provisions of paragraph (1) of the preceding Article, if a foreign investor (meaning a foreign investor as provided in Article 26, paragraph (1); excluding a foreign investor that has violated this Act, an Order based on this Act, or an administrative disposition based on either of these, or any other foreign investor prescribed by Cabinet Order as one for which there is a high need to carry out an examination under paragraph (3) of the preceding Article; hereinafter the same applies in this Article) seeks to conduct an inward direct investment or equivalent action (meaning an inward direct investment or equivalent action as provided in Article 26, paragraph (2); limited to an action as stated in items (i) through (iv) of that paragraph or and an action as stated in item (ix)(xi) of that paragraph (limited to those an action prescribed by Cabinet Order as equivalent to the actions stated in items (i) through (iv) of that paragraph); hereinafter the same applies in this Article and Article 29, paragraph (5)(7)) other than one prescribed by Cabinet Order as being highly likely to constitute an inward direct investment or an equivalent action that is a matter of national security or a similar concern, the foreign investor is not required to file the notification under paragraph (1) of the preceding Article. In such a case, the foreign investor must comply with the criteria that must be met in order for an inward direct investment or equivalent action not to constitute an inward direct investment or an equivalent action that is a matter of national security or a similar concern, which the Minister of Finance and the competent minister for the business establish.

Beyond what is provided for in the preceding two paragraphs, Cabinet Order prescribes the procedures for issuing recommendations under paragraph (3)and orders under these provisions, and provides for other necessary particulars in connection with these recommendations and orders.

Assets and rights that a partner of a specified partnership or similar organization acquires through an action that is comparable to the inward direct investments andinvestment or equivalent actionsaction that the specified partnership or similar organization undertakes are deemed to be acquired, owned, or held by the specified partnership or similar organization, and the provisions of the preceding paragraphs and Article 29, paragraph (5)(7) apply.

A person (including a corporation or any other organization) not constituting a foreign investor is deemed to be a foreign investor in connection with any action of the following actions, among the actions comparable to an inward direct investment or equivalent action which that person conducts on behalf of a foreign investornon-resident, etc. but not in the name of that foreign investornon-resident, etc., and the provisions of paragraphs (1) through (5) and Article 29, paragraph (5)(7) apply.:

an action conducted for the account of that non-resident, etc.;

an action conducted based on a contract or on the laws and regulations of a foreign country or anything similar (limited to an action prescribed by Cabinet Order, and excluding an action stated in the preceding item);

an action conducted by a person that has, with that non-resident, etc., a permanent economic relationship based on ownership of shares, a familial relationship, an employment relationship, or any other special relationship prescribed by Cabinet Order (limited to an action prescribed by Cabinet Order, and excluding an action stated in the preceding two items).

A foreign investor that has filed a notification under Article 27, paragraph (1) may, when seeking, during the prohibition period (or, where the prohibition period has been extended pursuant to paragraph (3) of that Article or shortened pursuant to the proviso to paragraph (2) or paragraph (4) of that Article, the prohibition period as extended or shortened), to make a modification relating to the matters stated in Article 27, paragraph (1), item (iv) in the notification, file the modification with the Minister of Finance and the competent minister for the business pursuant to the provisions of Cabinet Order.

If a notification under the preceding paragraph has been filed and the day on which the prohibition period (or, where the prohibition period has been extended pursuant to Article 27, paragraph (3) or shortened pursuant to the proviso to paragraph (2) or paragraph (4) of that Article, the prohibition period as extended or shortened) expires is before the final day in the 14-day period that starts on the date on which the notification under the preceding paragraph is received, then notwithstanding the provisions of paragraphs (2) through (4) of that Article, the prohibition period is the period until the final day in that 14-day period.

A foreign investor that has filed a notification under Article 27, paragraph (1) must, when seeking, after the expiration of the prohibition period provided for in Article 29, paragraph (8), to make a change relating to the matters stated in Article 27, paragraph (1), item (iv) in the notification (where a notification of modification or change has been filed in accordance with a recommendation under Article 27, paragraph (5) (including as applied mutatis mutandis in the following paragraph), or based on an order under paragraph (10) of that Article (including as applied mutatis mutandis in the following paragraph), or pursuant to the provisions of paragraph (1) of the preceding Article (including as applied mutatis mutandis in the following paragraph), or pursuant to the provisions of this paragraph, the matters as modified or changed), file the change in advance with the Minister of Finance and the competent minister for the business pursuant to the provisions of Cabinet Order.

The provisions of Article 27, paragraphs (2) through (14) and the preceding Article apply mutatis mutandis to a notification of change under the preceding paragraph. In this case, the phrase "undertake the inward direct investment or equivalent action" in Article 27, paragraph (2) is deemed to be replaced with "undertake the change relating to the matters stated in item (iv) of the preceding paragraph"; the phrase "falls under one of the following" in Article 27, paragraph (3) is deemed to be replaced with "falls under, through the change relating to the matters stated in paragraph (1), item (iv) in the notification under Article 27-4, paragraph (1), one of the following"; the phrase "the inward direct investment or equivalent action to change the substance of the investment or action," in Article 27, paragraph (5) is deemed to be replaced with "the inward direct investment or equivalent action,"; the phrase "notification of modification concerning the matters stated in item (iv) of that paragraph in the notification in question" in Article 27, paragraph (5) is deemed to be replaced with "notification of modification of the change relating to the matters stated in paragraph (1), item (iv) in the notification under Article 27-4, paragraph (1)"; the phrase "to discontinue the investment or action" in Article 27, paragraph (5) is deemed to be replaced with "to discontinue the change relating to the matters stated in that item in the notification under paragraph (1) of that Article"; the phrase "recommend the change," in the proviso to Article 27, paragraph (5) is deemed to be replaced with "recommend"; the phrase "undertake the inward direct investment or equivalent action, or make" in Article 27, paragraph (8) is deemed to be replaced with "make", and the phrase "that is subject to the recommendation in accordance with the recommendation" in Article 27, paragraph (8) is deemed to be replaced with "that is subject to the recommendation, or discontinue the change relating to the matters stated in paragraph (1), item (iv), in accordance with the recommendation"; the phrase "the inward direct investment or equivalent action" in Article 27, paragraph (9) is deemed to be replaced with "the change relating to the matters stated in paragraph (1), item (iv)"; the phrase "order the person to change the substance of the inward direct investment or equivalent action," in Article 27, paragraph (10) is deemed to be replaced with "order the person", and the phrase "to discontinue the inward direct investment or equivalent action" in Article 27, paragraph (10) is deemed to be replaced with "to discontinue the change relating to the matters stated in paragraph (1), item (iv) in the notification under Article 27-4, paragraph (1)"; the phrase "may issue an order to change," in the proviso to Article 27, paragraph (10) is deemed to be replaced with "may issue an order"; the phrase "to change the substance of the inward direct investment or equivalent action or to make a modification of a measure relating to national security or a similar concern" in Article 27, paragraph (11) is deemed to be replaced with "to make a modification of a measure relating to national security or a similar concern"; the phrase "under these provisions, a change to the content of an inward direct investment or equivalent action," in Article 27, paragraph (12) is deemed to be replaced with "under these provisions,", and the phrase "the discontinuance of an inward direct investment or equivalent action" in Article 27, paragraph (12) is deemed to be replaced with "the discontinuance of the change relating to the matters stated in paragraph (1), item (iv) in the notification under Article 27-4, paragraph (1)"; and the phrase "relating to the matters stated in Article 27, paragraph (1), item (iv) in the notification" in paragraph (1) of the preceding Article is deemed to be replaced with "of the change relating to the matters stated in Article 27, paragraph (1), item (iv) in the notification of change under paragraph (1) of the following Article", and the phrase "file the modification" in paragraph (1) of the preceding Article is deemed to be replaced with "file the modification of that change"; in addition, Cabinet Order prescribes any other necessary technical replacement of terms.