Article 28Filing a Specified Acquisition Notification; Recommendations to Modify its Substance; Related Matters

①Before a foreign investor conducts a specified acquisition (meaning a specified acquisition as provided in Article 26, paragraph (3), and excluding a specified acquisition as prescribed by Cabinet Order in consideration of inheritance, bequest, merger of a corporation, or any other circumstances; the same applies hereinafter) prescribed by Cabinet Order as being likely to constitute a specified acquisition that requires the examination under paragraph (3), the foreign investor must first file a notification of the business purpose of the specified acquisition, its amount, its timing, and any other information that Cabinet Order prescribes with the Minister of Finance and the competent minister for the business, pursuant to the provisions of Cabinet Order.

②A foreign investor that has filed a notification under the preceding paragraph with regard to a specified acquisition must not undertake the specified acquisition that is subject to that notification 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, based on the business purpose or any other consideration, the specified acquisition 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.

③When a notification under paragraph (1) has been filed, on finding it necessary to examine whether the specified acquisition that is subject to the notification constitutes a specified acquisition that is highly likely to cause a situation that would compromise national security (but only a specified acquisition that is undertaken by a foreign investor from a member state of a multilateral treaty or other international agreement on specified acquisition that Cabinet Order prescribes and to which Japan has acceded (hereinafter referred to as a "treaty or other agreement" in this paragraph), if there is no obligation to remove restrictions on that specified acquisition based on the treaty or other agreement; as well as a specified acquisition that is undertaken by a foreign investor from a state other than the member state of such a treaty or other agreement, if there would be no obligation to remove restrictions on the specified acquisition if the state in question were a member state of the treaty or other agreement; hereinafter referred to as a "specified acquisition that is a matter of national security"), the Minister of Finance and the competent minister for the business may extend the period during which the specified acquisition that is subject to the notification must not be undertaken, but only to a period of four months starting on the day on which the notification is received.

④If the Minister of Finance and the competent minister for the business have extended the period during which a specified acquisition must not be undertaken pursuant to the provisions of the preceding paragraph, but they find, as a result of an examination under that paragraph and before the expiration of the extended period, that the specified acquisition that is subject to the notification under paragraph (1) does not constitute a specified acquisition that is a matter of national security, the ministers may shorten the extended period.

⑤If the Minister of Finance and the competent minister for the business have extended the period during which a specified acquisition must not be undertaken pursuant to the provisions of paragraph (3), but they find, as a result of the examination under that paragraph, that the specified acquisition that is subject to the notification under paragraph (1) constitutes a specified acquisition that is a matter of national security, the ministers, pursuant to the provisions of Cabinet Order, may recommend the person that filed the notification of the specified acquisition to modify the substance of the acquisition or discontinue it, 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 from the day on which they receive the notification up until the final day in the period as extended pursuant to the provisions of paragraph (3) or the following paragraph.

⑥Notwithstanding the provisions of paragraph (3), if the Minister of Finance and the competent minister for the business hear the opinion of the Council on Customs, Tariffs, Foreign Exchange, and Other Transactions pursuant to the preceding paragraph, but the Council makes a filing indicating that, considering the character of the matter in question, it will be difficult for it to state its opinion within the period of four months prescribed in paragraph (3), the period during which a specified acquisition must not be undertaken as prescribed in that paragraph is five months.

⑦The provisions of Article 27, paragraphs (7) through (12) apply mutatis mutandis if the recommendation under paragraph (5) is issued. In this case, Cabinet Order prescribes any necessary technical replacement of terms.

⑧Assets and rights that a partner of a specified partnership or similar organization acquires through an action that is comparable to the specified acquisitions 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, paragraphs (1) through (4) apply.

⑨A 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 comparable to a specified acquisition which that person conducts on behalf of a foreign investor but not in the name of that foreign investor, and the provisions of paragraphs (1) through (7) and Article 29, paragraphs (1) through (4) apply thereto.