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February 3, 2016
(Updated on February 28, 2017)
Financial Services Agency

To Operators of Specially Permitted Businesses for
Qualified Institutional Investors, etc.

Changes in notification procedures due to law revisions regarding
Specially Permitted Businesses for Qualified Institutional Investors, etc. (SPBQII)
and Specially Permitted Investment Management Businesses (SPIMB)

A law to revise provisions pertaining to operators of SPBQII under the Financial Instruments and Exchange Act (FIEA) was passed on May 27, 2015, promulgated on June 3, 2015 and took effect on March 1, 2016. The revisions changed the notification procedures and notification forms as detailed below.

1. Please make sure to review following important notices:

2. Notification forms and entry examples

Details of required items to be notified are specified under the FIEA. Please refer to the Act when submitting your notifications.

(1) For the operator starting a new SPBQII operation on or after March 1, 2016.

Item to be notified Timing of submission Forms, etc.

Notification Form for Special Business Activities for Qualified Institutional Investors, etc.

[FIEA Article 63(2)]

When starting a new operation on or after March 1, 2016.

Form (Excel:85KB)

Entry example (PDF:172KB)

Notification Form for Specially Permitted Businesses for Qualified Institutional Investors, etc., operated by Financial Instruments Business Operators, etc.

[FIEA Article 63-3(1)]

Form (Excel:75KB)

Pledge statement

[FIEA Article 63(3), The Cabinet Office Ordinance regarding Financial Instruments Business, etc. (hereafter "Cabinet Office Ordinance") Article 238-2]

*Note: In addition to a Pledge statement, Resume, etc., the notifier needs to attach such documents as abstracts of the residence certifications, (or the equivalent certifications from foreign competent authorities) of the person making the notification (or Officers in the case of a corporation) and Important Employees. See here for details.

[If the notifier is a corporation]

Form (Word:28KB)

[If the notifier is a person]

Form (Word:28KB)

Resume

[Cabinet Office Ordinance Article 238-2]

Form (Word:38KB)

Document to be Submitted when All of the Qualified Institutional Investors are Investment Limited Partnerships (LPSs)

[Cabinet Office Ordinance Article 238-2]

Form (Word:36KB)

Document Verifying the Total Amount of Money contributed by Closely Related Persons or Persons Equipped with Expertise and Experience

[Cabinet Office Ordinance Article 238-2]

Form (Word:38KB)

Notifiers are required to prepare Business Report for each fiscal year and submit the report within three months from the end of each fiscal year.

(Submission of this Business Report is required from the fiscal year starting on or after March 1, 2016)

Business report

[FIEA Article 63-4(2)]

Within three months from the end of each fiscal year

*Note: There are rules permitting foreign operators to extend the submission deadline.

Form (Word:221KB)

Entry examples (PDF:242KB)

Attention: Information to be publicly disclosed

The notifier does not need to submit following items to competent Local Finance Bureau, etc., but need to publicly disclose them by placing them for public inspection at your principal business office, as well as all sales offices that operate Special Business Activities, or by posting them on your company, etc.'s website.

Items that need to be publicly disclosed When Form

Public Inspection Regarding Specially Permitted Businesses for Qualified Institutional Investors, etc.

[FIEA Article 63(6)]

Without delay after notification

Form (Excel:58KB)

Explanatory document

[FIEA Article 63-4(3)]

*Note: The operator is allowed to substitute Explanatory documents with a copy of the Business report.

Within four months from the end of each fiscal year

Form (Word:74KB)

(2) For the operator who has started SPBQII or SPIMB operation by February 29, 2016

Notifiers who have made the notification for SPBQII or SPIMB (Specially Permitted Investment Management Business: business specified under Article 48(1) of the Supplementary Provisions of the Act to Partially Amend the Securities and Exchange Act (Act No. 65 of 2006) ) by February 29, 2016 were required to additionally submit the followings.

As transitional period for the submission has elapsed, our Authority is imposing necessary supervisory measures (administrative disposition, etc.) to the notifiers who failed to submit following additional notification.

Item to be notified Timing of submission Forms, etc.

Notification Form for Special Business Activities for Qualified Institutional Investors, etc.

[FIEA Article 63(2)]

From March 1 to August 31, 2016

Form (Excel:85KB)

Entry example (PDF:172KB)

Notification Form for Specially Permitted Businesses for Qualified Institutional Investors, etc., operated by Financial Instruments Business Operators, etc.

[FIEA Article 63-3(1)]

Form (Excel:75KB)

Pledge statement

[FIEA Article 63(3), Cabinet Office Ordinance Article 238-2]

*Note: In addition to a Pledge statement, Resume, etc., the notifier needs to attach such documents as abstracts of the residence certifications (or the equivalent certifications from foreign competent authorities) of the person making the notification (or Officers in the case of a corporation) and Important Employees. See here for details.

[If the notifier is a corporation]

Form (Word:34KB)

[If the notifier is a person]

Form (Word:33KB)

Resume

[Cabinet Office Ordinance Article 238-2]

Form (Word:38KB)

Document to be Submitted when All of the Qualified Institutional Investors are Investment Limited Partnerships (LPSs)

[Cabinet Office Ordinance Article 238-2]

Form (Word:36KB)

Document Verifying the Total Amount of Money contributed by Closely Related Persons or Persons Equipped with Expertise and Experience

[Cabinet Office Ordinance Article 238-2]

Form (Word:38KB)

Notifiers are required to prepare Business Report for each fiscal year and submit the report within three months from the end of each fiscal year.

(Submission of this Business Report is required from the fiscal year starting on or after March 1, 2016)

Business report

[FIEA Article 63-4(2)]

Within three months from the end of each fiscal year

*Note: There are rules permitting foreign operators to extend the submission deadline.

Form (Word:221KB)

Entry examples (PDF:242KB)

Attention: Information to be publicly disclosed

The notifier does not need to submit following items to competent Local Finance Bureau, etc., but need to publicly disclose them by placing them for public inspection at your principal business office, as well as all sales offices that operate Special Business Activities, or by posting them on your company, etc.'s website.

Items that need to be publicly disclosed When Form

Public Inspection Regarding Specially Permitted Businesses for Qualified Institutional Investors, etc.

[FIEA Article 63(6)]

Without delay after submission of the additional items specified in (2)

Form (Excel:58KB)

Explanatory document

[FIEA Article 63-4(3)]

*Note: The operator is allowed to substitute Explanatory documents with a copy of the Business report.

Within four months from the end of each fiscal year

Form (Word:74KB)

(3) When an operator uses the Venture Fund Special Provision

When an operator starts a new SPBQII with a counterparty whose investment is permitted under the Venture Fund Special Provision, the operator needs to submit, in addition to (1) or (2) above, the following documents:

Item to be submitted Timing of submission Form

Copy of the investment contract

[Cabinet Office Ordinance Article 239-2]

Within three months of notification

*Note: If the operator is unable to submit the copy of the investment contract within three months from the application, the operator can request a three-month extension of the deadline only once by submitting an extension request.

Form (Word:72KB)

Entry examples (PDF:46KB)

3. For inquiries and submissions, please contact: (If the applicant is a foreign corporation or an individual who has residency in a foreign country.)

*IMPORTANT CAUTION FOR FOREIGN OPERATORS: For those foreign notifiers who do not have Principal Business office or sales office in Japan, submit the notification to 3rd Securities Business Surveillance Section, Financial Division, Kanto Local Finance Bureau. For those foreign notifiers who have Principal Business office or sales office in Japan, submit the notification to competent Section of Local Finance Bureau with the jurisdiction over the Principal Business office, etc.

Local Finance Bureau in charge Address Phone & Fax & Email

Kanto Local Finance Bureau

3rd Securities Business Surveillance Section

1-1 Shintoshin, Chuo-ku, Saitama-city, Saitama, 330-9716 Japan

Email: kanto-tekikaku@kt.lfb-mof.go.jp

TEL: +81-(0)48-614-0044

FAX: +81-(0)48-600-1227

*Office hours of SPBQII section in charge:

09:00 - 17:45 (Japan Time)

About jurisdictions of foreign operators:

Kanto Local Finance Bureau has the jurisdiction over foreign SPBQII notifiers (1) who have Principal Business office or sales office in Japan (jurisdiction areas: Kanto area including TOKYO and Koshin’etsu area), or (2) who do not have any Principal Business office and sales office in Japan.

Those foreign SPBQII notifiers who have Principal Business office or sales office in other area of Japan are requested to check competent Local Finance Bureau in charge of your area on Japanese language website of FSA, or consult with above Kanto Local Finance Bureau.

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