An authorized financial instruments firms association (hereinafter referred to as an "authorized association" in this Chapter) aims to ensure fair and smooth purchase and sales and other transactions of securities and to ensure fair and smooth derivatives transactions, etc., as well as to contribute to the sound development of the financial instruments business and to the protection of investors.
An authorized association may operate a market in which over-the-counter traded securities are traded (but only if the association members (meaning the members of an authorized association; hereinafter the same applies in this Section) conduct the transactions on their own accounts, and if association members provide intermediation, brokerage, or agency; the same applies in Article 67-11, paragraph (1)) (hereinafter referred to as an "over-the-counter securities market"), in order to facilitate the distribution of securities (limited to securities not listed on a financial instruments exchange; the same applies in Article 67-11, paragraph (1)), to ensure fairness in purchase and sales and other transactions of securities, and to contribute to the protection of investors.
For each over-the-counter securities market an authorized association operates, it may prohibit association members from making a purchase of securities as requested by a person other than a professional investor, etc. (excluding the issuer of the securities or any other person specified by Cabinet Office Order) (such a purchase is referred to as a "purchase for a general investor" in Article 67-12, item (v)), as prescribed in its articles of incorporation.
A person that is not an authorized association must not use a word in its name which could give rise to the misconception that it is an authorized financial instruments firms association.
第六十七条の二
（設立の認可）Authorization for Incorporation
第一項
認可協会は、金融商品取引業者でなければ、これを設立することができない。
An authorized association may be incorporated only by a financial instruments business operator.
第二項
金融商品取引業者は、認可協会を設立しようとするときは、内閣総理大臣の認可を受けなければならない。
A financial instruments business operator must obtain the authorization of the Prime Minister if it seeks to incorporate as an authorized association.
A person set forth in each of the following items is deemed to be a financial instruments business operator in applying the provisions of the preceding two paragraphs; Article 68, paragraphs (1) and (2); Article 78, paragraph (1); Article 79-7, paragraph (1); and Article 79-11, within the scope of performing the services specified in each of those items:
一
登録金融機関 登録金融機関業務
a registered financial institution:the services of a registered financial institution; and
二
金融商品取引業又は登録金融機関業務に類するものとして内閣府令で定める業務を行う者 当該業務
a person that performs the services specified by Cabinet Office Order as being similar to the financial instruments business or services of a registered financial institution:those services.
第六十七条の三
（認可申請書の提出）Submission of Written Application for Authorization
A person seeking the authorization referred to in paragraph (2) of the preceding Article must submit a written application for authorization to the Prime Minister, in which it states the following particulars:
一
名称
its name;
二
事務所の所在の場所
the location of its office; and
三
役員の氏名及び協会員の名称
the names of its officers and names of its association members.
第二項
前項の認可申請書には、定款その他の規則その他内閣府令で定める書類を添付しなければならない。
The articles of incorporation and other rules as well as other documents specified by Cabinet Office Order must be attached to the written application for authorization referred to in the preceding paragraph.
第六十七条の四
（認可申請書の審査）Examination of Applications for Authorization
When an application for authorization under paragraph (1) 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 and other rules conform to laws and regulations, and are sufficient for ensuring fair and smooth purchase and sales and other transactions of securities and for ensuring fair and smooth derivatives transactions, etc., as well as contributing to the sound development of the financial instruments business and the protection of investors; and
二
当該申請に係る認可協会がこの法律の規定に適合するように組織されるものであること。
the authorized association to which the application pertains will be organized in a manner 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 for authorization conforms to the criteria in that paragraph, the Prime Minister must authorize incorporation, except in a case that falls under any of the following items:
the applicant for authorization is a person that has been sentenced to a fine pursuant to the provisions of this Act, and for whom five years have not passed since the day on which the person finished serving that sentence or ceased to be subject to its enforcement;
二
役員のうちに次のいずれかに該当する者があるとき。
the applicant has a person falling under any of the following persons as an officer:
イ
心身の故障のため職務を適正に執行することができない者として内閣府令で定める者
a person specified by Cabinet Office Order as being unable to properly perform their duties due to a mental or physical disorder; or
ロ
第二十九条の四第一項第二号ロからリまでのいずれかに該当する者
a person falling under any of the provisions of Article 29-4, paragraph (1), item (ii), (b) through (i);
三
認可申請書又はその添付書類のうちに重要な事項について虚偽の記載があるとき。
the written application for authorization or a document attached to it contains a false statement regarding a material particular.
第六十七条の五
（認可申請者の審問及び通知）Hearing and Notification of an Applicant for Authorization
If an application for authorization under Article 67-3, paragraph (1) is filed and the Prime Minister finds it inappropriate to grant that authorization, the Prime Minister must notify the applicant for authorization to that effect and have the relevant official conduct a hearing.
Upon deciding to grant or to refuse to grant the authorization under Article 67-2, paragraph (2), the Prime Minister must notify the applicant for authorization of this in writing without delay.
If an authorized association is discovered to have fallen under any of the categories in the items of Article 67-4, paragraph (2) at the time it obtained its authorization for incorporation, the Prime Minister may rescind its authorization.
第六十七条の七
（営利追求の禁止）Prohibition of Profit-Seeking
第一項
認可協会は、営利の目的をもつて業務を行つてはならない。
An authorized association must not engage in any business for profit.
第六十七条の八
（定款の必要的記載事項）Particulars Required to Be Included in the Articles of Incorporation
The articles of incorporation of an authorized association must include the following particulars (limited to an authorized association that operates an over-the-counter securities market, with regard to the particulars set forth in item (xiii)):
一
目的
the purpose of the authorized association;
二
名称
its name;
三
事務所の所在地
the location of its offices;
四
協会員に関する事項
the particulars of its association members;
五
総会に関する事項
the particulars of its general meetings;
六
役員に関する事項
the particulars of its officers;
七
理事会その他の会議に関する事項
the particulars of its board meetings and other meetings;
八
業務の執行に関する事項
the particulars of its execution of business operations;
the particulars of its improvement in the quality of officers and employees of the association members, and qualities of financial instruments intermediary service providers (limited to financial instruments intermediary service providers whose entrusting financial instruments business operators, etc. are association members; hereinafter the same applies in this Section) and their officers and employees;
十
規則の作成に関する事項
the particulars involved in the preparation of rules;
十一
協会員及び金融商品仲介業者の業務に対する投資者からの苦情及び紛争の解決に関する事項
the particulars involved in complaints from investors concerning the operations of the association members or financial instruments intermediary service providers, and dispute resolution;
十二
協会員及び金融商品仲介業者の有価証券の売買その他の取引の勧誘に関する事項
the particulars of purchase and sales and other transactions of securities solicited by association members or financial instruments intermediary service providers;
十三
店頭売買有価証券市場に関する事項
the particulars of its over-the-counter securities market;
the particulars of investigations into association members' and financial instruments intermediary service providers' 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;
十五
会費に関する事項
the particulars of membership fees;
十六
会計及び資産に関する事項
the particulars of its accounting and assets; and
十七
公告の方法
its method of public notice.
第二項
認可協会は、定款を変更しようとするときは、内閣総理大臣の認可を受けなければならない。
An authorized association must obtain the authorization of the Prime Minister if it seeks to change its articles of incorporation.
If a particular set forth in Article 67-3, paragraph (1), item (ii) or (iii) changes, the authorized association must notify the Prime Minister of this without delay. The same applies when the rules of an authorized association (excluding the articles of incorporation; and with regard to an authorized association that operates an over-the-counter securities market, excluding the rules set forth in Article 67-12) are prepared, if they change, or if they are discontinued.
第六十七条の九
（代表者等の不法行為能力）Representatives' Capacity in Respect of Tortious Acts
第一項
認可協会は、会長又は理事がその職務を行うことについて他人に加えた損害を賠償する責任を負う。
An authorized association is liable for the damages that its president or board members cause another person in the performance of their duties.
第六十七条の十
（認可協会の住所）Address of an Authorized Association
第一項
認可協会の住所は、その主たる事務所の所在地にあるものとする。
The address of an authorized association is the address at which its principal office is located.
第六十七条の十一
（店頭売買有価証券登録原簿への登録）Registration in the Over-the-Counter Traded Securities Register
An authorized association that operates an over-the-counter securities market must register the class and issues of securities to be sold and purchased on that over-the-counter securities market in an over-the-counter traded securities register that is kept at the authorized association.
The authorized association set forth in the preceding paragraph must keep a copy of the over-the-counter traded securities register at its office and make the copy available for public inspection, pursuant to the provisions of Cabinet Office Order.
If an authorized association seeks to establish an over-the-counter securities market, it must provide for the following matters in its rules, in connection with the registration under paragraph (1) of the preceding Article and over-the-counter traded securities, and obtain the authorization of the Prime Minister. The same applies if the authorized association seeks to change or discontinue those rules:
一
登録及びその取消しの基準及び方法
the criteria and process for registration, and for rescission of registrations;
二
売買価格の報告及び発表に関する事項
the particulars involved in the reporting and announcement of trading prices;
三
売買その他の取引の契約の締結の方法
the process for concluding a contract for a purchase and sale or other transaction;
if the authorized association prohibits purchases for general investors pursuant to the provisions of Article 67, paragraph (3), the following matters, in addition to those set forth in the preceding items:
イ
店頭売買有価証券市場における協会員の有価証券の売買の受託の制限に関する事項
the particulars of limitations imposed on association members' acceptance of requests to entrust them with the purchase and sale of securities on the over-the-counter securities market; and
the content and the means of provision or timing for the disclosure of the specified information on securities and information on the issuer that the issuer of securities for professional investors that are traded on that over-the-counter securities market (hereinafter referred to as "over-the-counter traded securities for professional investors" in this item) is required to provide or disclose, and necessary particulars otherwise relevant to the provision or disclosure of information on over-the-counter traded securities for professional investors;
六
前各号に掲げる事項のほか、店頭売買有価証券の売買その他の取引に関し必要な事項
necessary particulars relevant to purchase and sales and other transactions of over-the-counter traded securities, other than the particulars set forth in the preceding items.