Chapter II-2 Subsidiary Companies
第二章の二 子会社等
Article 16-2Scope of a Bank's Subsidiary Companies
第十六条の二(銀行の子会社の範囲等)
A bank must not have a company other than the following companies (hereinafter referred to as a "company eligible to be a subsidiary company" in this Article and paragraph (1) of the following Article) as its subsidiary company:
a funds transfer service provider as defined in Article 2, paragraph (3) (Definitions) of the Payment Services Act (Act No. 59 of 2009) (excluding a funds transfer service provider falling under a company set forth in item (vii)) which exclusively engages in funds transfer services (meaning funds transfer services as defined in paragraph (2) of that Article) or services specified by Cabinet Office Order (referred to as a "company specializing in fund transfers" in Article 52-23, paragraph (1), item (i)-2);
資金決済に関する法律(平成二十一年法律第五十九号)第二条第三項(定義)に規定する資金移動業者(第七号に掲げる会社に該当するものを除く。)のうち、資金移動業(同条第二項に規定する資金移動業をいう。)その他内閣府令で定める業務を専ら営むもの(第五十二条の二十三第一項第一号の二において「資金移動専門会社」という。)
a financial instruments business operator that, in addition to securities-related services (meaning securities-related services as defined in Article 28, paragraph (8) (General Rules) of the Financial Instruments and Exchange Act; the same applies hereinafter), exclusively engages in services of conducting the actions set forth in items (i) through (viii) of Article 35, paragraph (1) (Scope of Services for Persons Engaged in Type-I Financial Instruments Business or Investment Management Business) of that Act and other services specified by Cabinet Office Order (referred to as a "company specializing in securities" in item (xi), sub-item (b), and Article 52-23, paragraph (1), item (ii), and item (x), sub-item (b));
金融商品取引業者のうち、有価証券関連業(金融商品取引法第二十八条第八項(通則)に規定する有価証券関連業をいう。以下同じ。)のほか、同法第三十五条第一項第一号から第八号まで(第一種金融商品取引業又は投資運用業を行う者の業務の範囲)に掲げる行為を行う業務その他の内閣府令で定める業務を専ら営むもの(第十一号ロ並びに第五十二条の二十三第一項第二号及び第十号ロにおいて「証券専門会社」という。)
a financial instruments intermediary service provider as defined in Article 2, paragraph (12) (Definitions) of the Financial Instruments and Exchange Act which, in addition to financial instruments intermediary services (meaning financial instruments intermediary services as defined in Article 2, paragraph (11) of that Act and limited to services through which it performs the actions set forth in any of the following sub-items; hereinafter the same applies in this item), exclusively engages in services incidental to financial instruments intermediary service and other services specified by Cabinet Office Order (referred to as a "company specializing in securities intermediation" in item (xi), sub-item (b) and Article 52-23, paragraph (1), item (iii) and item (x), sub-item (b));
金融商品取引法第二条第十二項(定義)に規定する金融商品仲介業者のうち、金融商品仲介業(同条第十一項に規定する金融商品仲介業をいい、次に掲げる行為のいずれかを営む業務に係るものに限る。以下この号において同じ。)のほか、金融商品仲介業に付随する業務その他の内閣府令で定める業務を専ら営むもの(第十一号ロ並びに第五十二条の二十三第一項第三号及び第十号ロにおいて「証券仲介専門会社」という。)
actions set forth in Article 2, paragraph (11), item (i) of the Financial Instruments and Exchange Act;
金融商品取引法第二条第十一項第一号に掲げる行為
intermediation for entrusting a person with the purchase and sale of securities on a financial instruments exchange market as defined in Article 2, paragraph (17) of the Financial Instruments and Exchange Act, or on a foreign financial instruments market as defined in Article 2, paragraph (8), item (iii), (b) of that Act (other than actions set forth in sub-item (c));
金融商品取引法第二条第十七項に規定する取引所金融商品市場又は同条第八項第三号ロに規定する外国金融商品市場における有価証券の売買の委託の媒介(ハに掲げる行為に該当するものを除く。)
acting as intermediary for entrusting a person with the action set forth in Article 28, paragraph (8), item (iii) or (v) of the Financial Instruments and Exchange Act; and
金融商品取引法第二十八条第八項第三号又は第五号に掲げる行為の委託の媒介
actions set forth in Article 2, paragraph (11), item (iii) of the Financial Instruments and Exchange Act.
金融商品取引法第二条第十一項第三号に掲げる行為
a financial service intermediary as defined in Article 11, paragraph (6) (Definitions) of the Act on the Provision of Financial Services and the Development of the Accessible Environment Thereto (Act No. 101 of 2000) which, in addition to securities, etc. intermediary business operations (meaning securities, etc. intermediary business operations as defined in paragraph (4) of that Article, and limited to services through which it performs the actions set forth in any of the following sub-items; hereinafter the same applies in this item), exclusively engages in services incidental to securities, etc. intermediary business operations and other services specified by Cabinet Office Order:
金融サービスの提供及び利用環境の整備等に関する法律(平成十二年法律第百一号)第十一条第六項(定義)に規定する金融サービス仲介業者のうち、有価証券等仲介業務(同条第四項に規定する有価証券等仲介業務をいい、次に掲げる行為のいずれかを行う業務に係るものに限る。以下この号において同じ。)のほか、有価証券等仲介業務に付随する業務その他の内閣府令で定める業務を専ら営むもの
actions set forth in Article 11, paragraph (4), item (i) of the Act on the Provision of Financial Services and the Development of the Accessible Environment Thereto;
金融サービスの提供及び利用環境の整備等に関する法律第十一条第四項第一号に掲げる行為
actions set forth in Article 11, paragraph (4), item (ii) of the Act on the Provision of Financial Services and the Development of the Accessible Environment Thereto (limited to acts that fall under those set forth in sub-item (b) or (c) of the preceding item); and
金融サービスの提供及び利用環境の整備等に関する法律第十一条第四項第二号に掲げる行為(前号ロ又はハに掲げる行為に該当するものに限る。)
actions set forth in Article 11, paragraph (4), item (iii) of the Act on the Provision of Financial Services and the Development of the Accessible Environment Thereto;
金融サービスの提供及び利用環境の整備等に関する法律第十一条第四項第三号に掲げる行為
a small amount and short term insurer as defined in Article 2, paragraph (18) (Definitions) of the Insurance Business Act (referred to as a "small amount and short term insurer" in item (xi), sub-item (b) and Article 52-23, paragraph (1), item (iv)-2, and item (x), sub-item (b));
保険業法第二条第十八項(定義)に規定する少額短期保険業者(第十一号ロ並びに第五十二条の二十三第一項第四号の二及び第十号ロにおいて「少額短期保険業者」という。)
a trust company as defined in Article 2, paragraph (2) (Definitions) of the Trust Business Act (Act No. 154 of 2004) which exclusively engages in trust business (meaning trust business as prescribed in Article 1, paragraph (1) (Authorization for Trust Business) of the Act on Engagement in Trust Business Activities by Financial Institutions (Act No. 43 of 1943; referred to as "Act on Trust Business by Financial Institutions" in item (xi), (b)); the same applies hereinafter) (referred to as a "company specializing in trust business" in sub-item (b) of that item and Article 52-23, paragraph (1), item (v) and item (x), sub-item (b));
信託業法(平成十六年法律第百五十四号)第二条第二項(定義)に規定する信託会社のうち、信託業務(金融機関の信託業務の兼営等に関する法律(昭和十八年法律第四十三号。第十一号ロにおいて「兼営法」という。)第一条第一項(兼営の認可)に規定する信託業務をいう。以下同じ。)を専ら営むもの(同号ロ並びに第五十二条の二十三第一項第五号及び第十号ロにおいて「信託専門会社」という。)
a foreign company engaging in securities-related services (other than one that falls under the company set forth in the preceding item);
a foreign company engaging in insurance business (meaning insurance business as defined in Article 2, paragraph (1) of the Insurance Business Act; the same applies hereinafter) (other than one that falls under the company set forth in item (vii));
保険業(保険業法第二条第一項に規定する保険業をいう。以下同じ。)を営む外国の会社(第七号に掲げる会社に該当するものを除く。)
a foreign company engaging in trust business (meaning trust business as defined in Article 2, paragraph (1) of the Trust Business Act; the same applies hereinafter) (other than one that falls under the company set forth in item (vii));
信託業(信託業法第二条第一項に規定する信託業をいう。以下同じ。)を営む外国の会社(第七号に掲げる会社に該当するものを除く。)
a company that exclusively performs the following services (for a company that performs the services set forth in sub-item (a), limited to one that performs those services for the services performed by the relevant bank, its subsidiary company (limited to a company set forth in items (i) through (ii)-2 and item (vii)), or any other entity specified by Cabinet Office Order as being similar to them):
次に掲げる業務を専ら営む会社(イに掲げる業務を営む会社にあつては、当該銀行、その子会社(第一号から第二号の二まで及び第七号に掲げる会社に限る。)その他これらに類する者として内閣府令で定めるものの営む業務のためにその業務を営んでいるものに限る。)
dependent services; and
従属業務
finance-related services (excluding specialized securities-related services if the bank does not have any company specialized in securities, company specialized in securities intermediation, or foreign company engaging in securities services as its subsidiary company; excluding specialized insurance-related services if the bank does not have any insurance company, small amount and short term insurer, or foreign company engaging in insurance business as its subsidiary company; and excluding specialized trust-related services if the bank does not have any trust bank (meaning a bank engaging in trust business with authorization referred to in Article 1, paragraph (1) of the Act on Trust Business by Financial Institutions; hereinafter the same applies in (b), and Article 52-23, paragraph (1), item (x), (b)), company specialized in trust business, or foreign company engaging in trust business as its subsidiary company);
a company specified by Cabinet Office Order as one that is developing a new field of business (only when the combined number of voting rights in that company that are held by the bank or its subsidiary company other than the company set forth in the preceding item that is specified by Cabinet Office Order (referred to as a "specified subsidiary company" in the following item, item (xiv) and Article 16-4, paragraphs (7) and (8)) does not exceed the maximum threshold for voting rights (meaning the maximum threshold for voting rights prescribed in Article 16-4, paragraph (1); hereinafter the same applies in this Article)); and
a company specified by Cabinet Office Order as one that is engaged in new business activities that are found to contribute considerably to the improvement of management (for a company that fails to meet the requirements specified by Cabinet Office Order in relation to its business plan or any measures based on that plan (referred to as "company under special business revitalization process" in Article 16-4, paragraphs (1) and (7)), only when the number of voting rights in that company that are held by the bank or by its subsidiary company other than a specified subsidiary company does not exceed the maximum threshold for voting rights when the voting rights are combined);
a company specified by Cabinet Office Order as one that is engaged in business activities that are found to contribute to regional development (only when the number of voting rights in that company that are held by the bank or by its subsidiary company other than a specified subsidiary company does not exceed the maximum threshold for voting rights when the voting rights are combined);
in addition to a company set forth in the preceding items, a company that engages in services that contribute to or are expected to contribute to increased sophistication in the banking conducted by the bank or to enhanced convenience for bank users through the use of information and telecommunications technology or other technologies, or services that contribute to or are expected to contribute to regional development, improvement of industrial productivity and other services for building a sustainable society;
a holding company specified by Cabinet Office Order, which has only a company eligible to be a subsidiary company as its subsidiary company (including a company that is planned to become such a holding company); and
a foreign company that has only a company eligible to be a subsidiary company as its subsidiary company, which is of the same type as a holding company or is similar to a holding company (including a company that is planned to become such a company, and excluding a company that falls under the company set forth in the preceding item).
The meaning of the terms set forth in the following items as used in the preceding paragraph are as prescribed respectively in those items:
前項において、次の各号に掲げる用語の意義は、当該各号に定めるところによる。
dependent services:services specified by Cabinet Office Order as being dependent on the services performed by a bank or by a company set forth in items (ii) through (x) of the preceding paragraph;
従属業務 銀行又は前項第二号から第十号までに掲げる会社の営む業務に従属する業務として内閣府令で定めるもの
finance-related services:services specified by Cabinet Office Order as being incidental or related to banking, securities-related services, insurance business, or trust business;
specialized securities-related services:services specified by Cabinet Office Order as being incidental or related exclusively to securities-related services;
証券専門関連業務 専ら有価証券関連業に付随し、又は関連する業務として内閣府令で定めるもの
specialized insurance-related services:services specified by Cabinet Office Order as being incidental or related exclusively to insurance business;
保険専門関連業務 専ら保険業に付随し、又は関連する業務として内閣府令で定めるもの
specialized trust-related services:services specified by Cabinet Office Order as being incidental or related exclusively to trust business.
信託専門関連業務 専ら信託業に付随し、又は関連する業務として内閣府令で定めるもの
The provisions of paragraph (1) do not apply if a domestic company other than a company eligible to be a subsidiary company becomes a subsidiary company of a bank through the acquisition of shares or equity by the bank or its subsidiary company due to the enforcement of a security right, through the acquisition of shares or equity in a company set forth in items (xii) through (xiv) of that paragraph by the bank or its subsidiary company, or due to other grounds specified by Cabinet Office Order; provided, however, that the bank must take measures that are required to be taken so that the company that has become its subsidiary company will no longer be its subsidiary company by the last day of the one-year period that begins on the date on which the grounds (excluding the grounds of acquisition of shares or equity in a company set forth in items (xii) through (xiv) of that paragraph by the bank or its subsidiary company or any other grounds specified by Cabinet Office Order) arose.
第一項の規定は、子会社対象会社以外の国内の会社が、銀行又はその子会社の担保権の実行による株式等の取得、銀行又はその子会社による同項第十二号から第十四号までに掲げる会社の株式等の取得その他内閣府令で定める事由により当該銀行の子会社となる場合には、適用しない。ただし、当該銀行は、その子会社となつた会社が当該事由(当該銀行又はその子会社による同項第十二号から第十四号までに掲げる会社の株式等の取得その他内閣府令で定める事由を除く。)の生じた日から一年を経過する日までに子会社でなくなるよう、所要の措置を講じなければならない。
Unless a bank obtains authorization for a merger, company split, or business acquisition pursuant to the provisions of Article 30, paragraphs (1) through (3) of this Act or Article 5, paragraph (1) (Authorization) of the Act on Financial Institutions' Merger and Conversion (Act No. 86 of 1968), the bank must obtain the authorization by the Prime Minister in advance, when seeking to make a company set forth in paragraph (1), items (i) through (xi) or items (xv) through (xvii) (other than a company that exclusively engages in dependent services (meaning dependent services as defined in paragraph (2), item (i)) or services specified by Cabinet Office Order as being incidental or related exclusively to banking; such a company is referred to as a "bank, etc. eligible to be a subsidiary company" in this Article and Article 16-4, paragraph (4), item (i), Article 53, paragraph (1), item (iii), and Article 65, item (vi)) its subsidiary company (or, in the case of a company set forth in paragraph (1), item (xv) (excluding a company specified by Cabinet Office Order), when the bank or its subsidiary company seeks to acquire or hold voting rights in that company that exceed the maximum threshold for voting rights when the voting rights are combined).
銀行は、第一項第一号から第十一号まで又は第十五号から第十七号までに掲げる会社(従属業務(第二項第一号に規定する従属業務をいう。)又は銀行業に付随し、若しくは関連する業務として内閣府令で定めるものを専ら営む会社を除く。以下この条、第十六条の四第四項第一号、第五十三条第一項第三号及び第六十五条第六号において「子会社対象銀行等」という。)を子会社としようとするとき(第一項第十五号に掲げる会社(内閣府令で定める会社を除く。)にあつては、当該銀行又はその子会社が、合算してその基準議決権数を超える議決権を取得し、又は保有しようとするとき)は、第三十条第一項から第三項まで又は金融機関の合併及び転換に関する法律(昭和四十三年法律第八十六号)第五条第一項(認可)の規定により合併、会社分割又は事業の譲受けの認可を受ける場合を除き、あらかじめ、内閣総理大臣の認可を受けなければならない。
The provisions of the preceding paragraph do not apply if a bank, etc. eligible to be a subsidiary company becomes the subsidiary company of a bank (for a company set forth in paragraph (1), item (xv) (excluding a company specified by Cabinet Office Order that is prescribed in the preceding paragraph), the company in which the bank or its subsidiary companies hold a number of voting rights that exceed the maximum threshold for voting rights when the voting rights are combined; hereinafter the same applies in this paragraph) through a bank's or its subsidiary company's acquisition of shares or equity due to the enforcement of a security right or any other grounds specified by Cabinet Office Order; provided, however, that unless the bank obtains the authorization by the Prime Minister to continue to have as its subsidiary company the bank, etc. eligible to be a subsidiary company that has become its subsidiary company, the bank must take the measures that is required to be taken so that the bank, etc. eligible to be a subsidiary company will no longer be its subsidiary company by the last day of the one-year period that begins on the date on which the grounds arose.
前項の規定は、子会社対象銀行等が、銀行又はその子会社の担保権の実行による株式等の取得その他の内閣府令で定める事由により当該銀行の子会社(第一項第十五号に掲げる会社(前項に規定する内閣府令で定める会社を除く。)にあつては、当該銀行又はその子会社が、合算してその基準議決権数を超える議決権を保有する会社。以下この項において同じ。)となる場合には、適用しない。ただし、当該銀行は、その子会社となつた子会社対象銀行等を引き続き子会社とすることについて内閣総理大臣の認可を受けた場合を除き、当該子会社対象銀行等が当該事由の生じた日から一年を経過する日までに子会社でなくなるよう、所要の措置を講じなければならない。
Notwithstanding the provisions of paragraph (1), if a bank falls under any of the following items, the bank may have a foreign company not eligible to be a subsidiary company as its subsidiary company until the last day of the ten-year period that begins on the date on which the foreign company not eligible to be a subsidiary company has become its subsidiary company,:
if the bank comes to have a foreign company not eligible to be a subsidiary company as its subsidiary company due to making a foreign company eligible to be a subsidiary company that actually has a foreign company not eligible to be a subsidiary company as its subsidiary company (meaning one of the companies set forth in paragraph (1), items (vii) through (xi) and item (xv) (for the company set forth in item (xi) or item (xv), limited to a foreign company), a holding company (limited to a company that has a company eligible to be a subsidiary company as its subsidiary company; referred to as a "special holding company" in Article 16-4, paragraph (1)) or a foreign company that is the same type as a holding company or that is similar to a holding company (limited to a foreign company that has a company eligible to be a subsidiary company as its subsidiary company, and excluding a holding company); the same applies in this Article), or a foreign specified finance-related services company (meaning a foreign company mainly engaging in financial services (meaning finance-related services as defined in paragraph (2), item (ii); the same applies in paragraph (9) and Article 52-23) which is specified by Cabinet Office Order; and excluding a company set forth in paragraph (1), item (xi); hereinafter the same apples in this Article and paragraph (1) of the following Article) as its subsidiary company; and
当該銀行が、現に子会社対象会社以外の外国の会社を子会社としている子会社対象外国会社(第一項第七号から第十一号まで及び第十五号に掲げる会社(同項第十一号及び第十五号に掲げる会社にあつては、外国の会社に限る。)、持株会社(子会社対象会社を子会社としている会社に限る。第十六条の四第一項において「特例持株会社」という。)又は外国の会社であつて持株会社と同種のもの若しくは持株会社に類似するもの(子会社対象会社を子会社としているものに限り、持株会社を除く。)をいう。以下この条において同じ。)又は外国特定金融関連業務会社(金融関連業務(第二項第二号に規定する金融関連業務をいう。第九項及び第五十二条の二十三において同じ。)のうち内閣府令で定めるものを主として営む外国の会社をいい、第一項第十一号に掲げる会社を除く。以下この条及び次条第一項において同じ。)を子会社とすることにより子会社対象会社以外の外国の会社を子会社とする場合
if the foreign company not eligible to be a subsidiary company is a foreign specified finance-related services company (excluding the case set forth in the preceding item).
当該子会社対象会社以外の外国の会社が外国特定金融関連業務会社である場合(前号に掲げる場合を除く。)
The provisions of paragraph (4) apply mutatis mutandis if a bank seeks to make a foreign specified finance-related services company (if the bank seeks to make a bank, etc. eligible to be a subsidiary company or another foreign specified finance-related services company its subsidiary company, excluding a company that the bank, etc. eligible to be a subsidiary company or the other foreign specified finance-related services company actually has as its subsidiary company) its subsidiary company.
第四項の規定は、銀行が、外国特定金融関連業務会社(当該銀行が子会社対象銀行等又は他の外国特定金融関連業務会社を子会社としようとする場合における当該子会社対象銀行等又は他の外国特定金融関連業務会社が現に子会社としているものを除く。)を子会社としようとするときについて準用する。
Notwithstanding the provisions of paragraph (1), in a case falling under any of the items of paragraph (6), if a bank obtains the approval of the Prime Minister, the bank may continue to have a foreign company not eligible to be subsidiary company subject to the approval as its subsidiary company beyond the period referred to in paragraph (6).
The Prime Minister is to give the approval referred to in the preceding paragraph in the case falling under any of the following items:
内閣総理大臣は、次の各号のいずれかに該当する場合には、前項の承認をするものとする。
in light of securing competitiveness of a foreign company eligible to be a subsidiary company (limited to a company set forth in paragraph (1), items (vii) through (xi) and item (xv); the same applies in the following item) or a foreign specified finance-related services company that a bank actually has as its subsidiary company (for a foreign specified finance-related services company, limited to competitiveness in finance-related services performed by the foreign specified finance-related services company; the same applies in item (xv)) or any other circumstances, it is found to be necessary for the bank to continue to have a foreign company not eligible to be a subsidiary company (excluding a foreign specified finance-related services company) as its subsidiary company; or
銀行が現に子会社としている子会社対象外国会社(第一項第七号から第十一号まで及び第十五号に掲げる会社に限る。次号において同じ。)又は外国特定金融関連業務会社の競争力(外国特定金融関連業務会社にあつては、当該外国特定金融関連業務会社の営む金融関連業務における競争力に限る。同号において同じ。)の確保その他の事情に照らして、当該銀行が子会社対象会社以外の外国の会社(外国特定金融関連業務会社を除く。)を引き続き子会社とすることが必要であると認められる場合
in light of securing competitiveness of a foreign company eligible to be a subsidiary company or a foreign specified finance-related services company that a bank actually has as its subsidiary company or any other circumstances, it is found to be necessary for a foreign company not eligible to be a subsidiary company to continue to perform services other than finance-related services.
銀行が現に子会社としている子会社対象外国会社又は外国特定金融関連業務会社の競争力の確保その他の事情に照らして、外国特定金融関連業務会社が引き続き金融関連業務以外の業務を営むことが必要であると認められる場合
If a bank falls under any of the following items, the Prime Minister may extend the period referred to in paragraph (6) or the period extended pursuant to the provisions of this paragraph, for a period not exceeding one year, upon application by the bank:
it is found that there is a compelling reason for the bank being unable to take measures that is required to be taken so that the foreign company not eligible to be a subsidiary company which the bank has as its subsidiary company will no longer be its subsidiary company by the last day of the period referred to in paragraph (6) or the period extended pursuant to the provisions of this paragraph, in light of the situation of the financial market or capital market in the country where the head office or principal office of the foreign company not eligible to be a subsidiary company that the bank actually has its subsidiary company is located or where the head office or principal office of the company eligible to be a subsidiary company that actually has that foreign company as its subsidiary company is located; and
it is found that there is a compelling reason for the bank to continue to have as its subsidiary company a foreign company not eligible to be a subsidiary company which the bank actually has as its subsidiary company, in order to execute the business of a foreign company eligible to be a subsidiary company or foreign specified finance-related services company which the bank has made its subsidiary company.
当該銀行が子会社とした子会社対象外国会社又は外国特定金融関連業務会社の事業の遂行のため、当該銀行が現に子会社としている子会社対象会社以外の外国の会社を引き続き子会社とすることについてやむを得ない事情があると認められる場合
Notwithstanding the provisions of paragraph (1), if a foreign company eligible to be a subsidiary company or a foreign specified finance-related services company which a bank actually has as its subsidiary company seeks to make a foreign company not eligible to be a subsidiary company (excluding a foreign specified finance-related services company; hereinafter the same applies in this paragraph) its subsidiary company, and the bank obtains the authorization by the Prime Minister, the bank may make the foreign company not eligible to be a subsidiary company subject to the authorization its subsidiary company.
The provisions of paragraph (1), paragraph (6), paragraph (7) and the preceding paragraph do not apply if a foreign company not eligible to be a subsidiary company becomes a subsidiary company of a bank through a bank's or its subsidiary company's acquisition of shares or equity due to the enforcement of a security right, through a bank's or its subsidiary company's acquisition of shares or equity in a company set forth in paragraph (1), items (xii) through (xiv), or due to any other grounds specified by Cabinet Office Order; provided, however, that unless the bank obtains the authorization by the Prime Minister to continue to have as its subsidiary company the foreign company not eligible to be a subsidiary company that has become its subsidiary company (excluding the bank, etc. eligible to be a subsidiary company that has become the bank's subsidiary company or a foreign specified finance-related services company which another foreign specified finance-related services company actually has as its subsidiary company), the bank must take measures that is required to be taken so that the foreign company not eligible to be a subsidiary company will no longer be its subsidiary company by the last day of the one-year period that begins on the date on which the grounds (excluding a bank's or its subsidiary company's acquisition of shares or equity in a company set forth in items (xii) through (xiv) of that paragraph or any other grounds specified by Cabinet Office Order) arose.
第一項、第六項、第七項及び前項の規定は、子会社対象会社以外の外国の会社が、銀行又はその子会社の担保権の実行による株式等の取得、銀行又はその子会社による第一項第十二号から第十四号までに掲げる会社の株式等の取得その他内閣府令で定める事由により当該銀行の子会社となる場合には、適用しない。ただし、当該銀行は、その子会社となつた子会社対象会社以外の外国の会社(当該銀行の子会社となつた子会社対象銀行等又は他の外国特定金融関連業務会社が現に子会社としている外国特定金融関連業務会社を除く。)を引き続き子会社とすることについて内閣総理大臣の認可を受けた場合を除き、当該子会社対象会社以外の外国の会社が当該事由(当該銀行又はその子会社による同項第十二号から第十四号までに掲げる会社の株式等の取得その他内閣府令で定める事由を除く。)の生じた日から一年を経過する日までに子会社でなくなるよう、所要の措置を講じなければならない。
The provisions of paragraph (4) apply mutatis mutandis if the bank seeks to make a company set forth in one of the items of paragraph (1) which it actually has as its subsidiary company a subsidiary company that falls under a company set forth in other items of that paragraph (limited to a bank, etc. eligible to be a subsidiary company), or if the bank seeks to make a company set forth in item (xv) of that paragraph (limited to a company specified by Cabinet Office Order as one whose services are found not to have a serious risk of unjustly impairing the interests of the customers in relation to the services of the bank or the company set forth in item (xv) of that paragraph and as one that satisfies other requirements) which it actually has as a subsidiary company its subsidiary company that falls under a company referred to in that item (excluding the company specified by Cabinet Office Order).
Notwithstanding the provisions of paragraph (1), in the case falling under any of the following items, if a bank obtains the approval of the Prime Minister, the bank may continue to have the foreign company not eligible to be subsidiary company subject to the approval as its subsidiary company:
the bank seeks to make the company set forth in paragraph (1), item (xi) which it actually has as its subsidiary company a foreign specified finance-related services company; or
現に子会社としている第一項第十一号に掲げる会社を外国特定金融関連業務会社としようとする場合
the bank seeks to make a foreign company which it actually has as its subsidiary company (limited to a company eligible to be a subsidiary company) a foreign company not eligible to be a subsidiary company (excluding the case set forth in paragraph (6), item (ii), the cases prescribed in paragraph (11) and the main clause of paragraph (12), and the case set forth in the preceding item).
The provisions of paragraph (9) apply mutatis mutandis to the approval referred to in the preceding paragraph.
If a bank comes to know that a company eligible to be a subsidiary company in which the bank or its subsidiary companies hold a number of voting rights that exceeds the maximum threshold for voting rights when the voting rights are combined (other than a subsidiary company of that bank or a company set forth in paragraph (1), item (xv) (excluding a company specified by Cabinet Office Order; hereinafter the same applies in this paragraph)) has become a company set forth in that item and any other facts specified by Cabinet Office Order, the bank must take the measures required to be taken so that the company set forth in that item will no longer be a company in which the bank or its subsidiary companies hold a number of voting rights which exceeds the maximum threshold for voting rights held by the last day of the one-year period that begins on the date on which the bank has come to know that fact when the voting rights are combined, unless the bank obtains the authorization by the Prime Minister to continue to hold voting rights exceeding the maximum threshold for voting rights.
Article 16-3Business Management of a Bank Group by a Bank
第十六条の三(銀行による銀行グループの経営管理)
A bank (limited to one that has a company eligible to be a subsidiary company or a foreign specified finance-related services company as its subsidiary company and that is not a subsidiary company of any other bank or bank holding company) must perform business management of the bank group (meaning a group consisting of that bank and its subsidiary companies; the same applies in the following paragraph) to which it belongs.
The term "business management" as used in the preceding paragraph means the following actions:
前項の「経営管理」とは、次に掲げるものをいう。
formulating the bank group's basic management policy or any other policy specified by Cabinet Office Order as being equivalent to the policy, and ensuring its proper implementation;
銀行グループの経営の基本方針その他これに準ずる方針として内閣府令で定めるものの策定及びその適正な実施の確保
undertaking the necessary coordination when there is a conflict of interest among the companies that belong to the bank group;
銀行グループに属する会社相互の利益が相反する場合における必要な調整
developing systems specified by Cabinet Office Order as being necessary for ensuring that the execution of the bank group's services complies with laws and regulations; and
銀行グループの業務の執行が法令に適合することを確保するために必要なものとして内閣府令で定める体制の整備
beyond what is set forth in the preceding three items, actions specified by Cabinet Office Order as those contributing to ensuring the sound and appropriate management of the bank group's services.
Article 16-4Restriction on Acquisition of Voting Rights by a Bank
第十六条の四(銀行等による議決権の取得等の制限)
It is prohibited for a bank or its subsidiary company to acquire or hold voting rights in a domestic company (other than a company set forth in Article 16-2, paragraph (1), items (i) through (vi), item (xi), item (xiii), item (xv), and item (xvi) (for the company set forth in item (xiii) of that paragraph, excluding a company under special business revitalization process), a special holding company (limited to one which the bank has as its subsidiary company) and a company subject to special provisions; hereinafter the same applies in the following paragraph through paragraph (6)) that cause their voting rights to exceed the maximum threshold for voting rights when the voting rights are combined (meaning the number of voting rights that accounts for five percent of the total shareholder or investor voting rights in the domestic company; the same applies in this Article and Article 65, item (vi)).
The provisions of the preceding paragraph do not apply if a bank or its subsidiary companies come to acquire or hold voting rights in a domestic company in excess of the maximum threshold for voting rights through their acquisition of shares or equity due to the enforcement of a security right or any other cause specified by Cabinet Office Order; provided, however, that unless the bank obtains the approval of the Prime Minister in advance, it is prohibited for the bank or its subsidiary companies to continue to hold the part of the voting rights that they have come to acquire or hold in excess of the maximum threshold for voting rights when the voting rights are combined, after one year has passed since the day on which they came to acquire or hold those voting rights.
In the case referred to in the proviso to the preceding paragraph, a part of voting rights in a domestic company that a bank or its subsidiary companies have come to acquire or hold more than fifty percent of the total shareholder or investor voting rights in that company when the voting rights are combined is to be treated as not being subject to the approval referred to in the preceding paragraph that the Prime Minister gives; and if the Prime Minister gives the approval referred to in the preceding paragraph, this must be made on condition that the bank or its subsidiary companies promptly dispose the part of the voting rights that they have come to acquire or hold that exceed the maximum threshold for voting rights when combined.
Notwithstanding the provisions of paragraph (1), in the case set forth in one of the following items, even if the voting rights in a domestic company that a bank or its subsidiary companies are to hold on the day prescribed in the relevant item exceed the maximum threshold for voting rights, the bank or its subsidiary companies may hold those voting rights in excess of the maximum threshold for voting rights, from that day forward; provided, however, that the Prime Minister must not grant the authorization provided for in the following items (or the license, in the case falling under item (vi); the same applies in the following paragraph) if, in the case set forth in those items, the bank or its subsidiary companies come to hold more than fifty percent of the total shareholder or investor voting rights in a domestic company when the voting rights are combined:
the bank makes a bank, etc. eligible to be a subsidiary company its subsidiary company by obtaining the authorization referred to in Article 16-2, paragraph (4) (limited to the case specified by Cabinet Office Order):the day on which the bank, etc. becomes its subsidiary company;
the bank is incorporated in a merger by obtaining the authorization referred to in Article 30, paragraph (1) of this Act or Article 5, paragraph (1) (Authorization) of the Act on Financial Institutions' Merger and Conversion:the day it is incorporated;
the bank implements a merger by obtaining the authorization referred to in Article 30, paragraph (1) of this Act or Article 5, paragraph (1) of the Act on Financial Institutions' Merger and Conversion (only when the bank survives the merger):the day it implements the merger;
a company incorporated in a joint incorporation-type company split by obtaining the authorization referred to in Article 30, paragraph (2) obtains the license referred to in Article 4, paragraph (1) and becomes a bank:the day it obtains the license;
the bank succeeds to a business in an absorption-type company split by obtaining the authorization referred to in Article 30, paragraph (2) (limited to a case specified by Cabinet Office Order):the day the absorption-type company split is implemented; and
the bank makes a business acquisition by obtaining the authorization referred to in Article 30, paragraph (3) (limited to the case specified by Cabinet Office Order):the day it makes the business acquisition.
When granting the authorization provided for in the items of the preceding paragraph, the Prime Minister must grant the authorization on condition that the bank or its subsidiary company dispose of the part of the voting rights in the domestic company that it is to hold on the day specified in the relevant item which exceeds the maximum threshold for voting rights when the voting rights are combined, in accordance with the criteria specified by the Prime Minister, by the last day of the five-year period that begins on that day.
If a bank or its subsidiary companies come to hold a number of voting rights in a domestic company that exceeds the maximum threshold for voting rights when the voting rights are combined, the bank is deemed to be the one that has acquired or that holds the part of the voting rights that is in excess.
In the case referred to in one of the preceding paragraphs, a specified subsidiary company is deemed not to fall under the subsidiary company of a bank with respect to the acquisition or holding of voting rights in a company set forth in Article 16-2, paragraph (1), item (xii), a company under special business revitalization process, or a company set forth in item (xiv) of that paragraph.
The term "company subject to special provisions" as used in paragraph (1) means a company specified by Cabinet Office Order as a company engaged in business activities that is found to contribute to regional development (only when the company that does not fall under the company set forth in Article 16-2, paragraph (1), item (xiv) and the number of voting rights in that company that are held by the bank or its subsidiary companies other than specified subsidiary companies does not exceed the maximum threshold for voting rights when the voting rights are combined) and a company that has a unique relationship specified by Cabinet Office Order with the company set forth in paragraph (1), items (xii) through (xiv) of that Article (limited to a company that is a subsidiary company of the bank).
第一項の「特例対象会社」とは、地域の活性化に資すると認められる事業活動を行う会社として内閣府令で定める会社(第十六条の二第一項第十四号に掲げる会社に該当しないものであつて、当該銀行又はその特定子会社以外の子会社が、合算してその基準議決権数を超える議決権を保有していないものに限る。)及び同条第一項第十二号から第十四号までに掲げる会社(当該銀行の子会社であるものに限る。)と内閣府令で定める特殊の関係のある会社をいう。
The provisions of Article 2, paragraph (11) apply mutatis mutandis to voting rights that a bank or its subsidiary company acquires or holds in the case referred to in the preceding paragraphs.