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Special Business Activities for Qualified Institutional Investors (適格機関投資家等特例業務)

About Specially Permitted Businesses for Qualified Institutional Investors, etc. (SPBQII)

 

1. Notification, Amendment, Abolition and Succession, etc. of SPBQII

In case the applicant has no business office or any other office in Japan, before starting a new SPBQII operation, the applicant needs to submit Notification Form for Specially Permitted Businesses for Qualified Institutional Investors, etc. (One original copy) to the Kanto Local Finance Bureau.

For "gBizID" user: Please attach "Form20" as in  Excel format, and other documents are to be in PDF style.
 

(1) Notification Form for Specially Permitted Businesses for Qualified Institutional Investors, etc.
Item to be notified Timing of submission Form, etc.
Notification Form for Specially Permitted Businesses for Qualified Institutional Investors, etc.
【FIEA Article 63(2)】
When starting a new operation
 
Form20
(Excel file:132.2KB)

Entry examples
(PDF file:736.7KB)
Pledge statement
【FIEA Article 63(3), The Cabinet Office Ordinance regarding Financial Instruments Business, etc. (hereafter "Cabinet Office Ordinance") Article 238-2】
When starting a new operation 【Where a notifier is a juridical person】
Form
(Word file:19.8KB)

Entry examples
(Word file:20.8KB)
When starting a new operation 【Where a notifier is an individual】
Form
(Word file:19.5KB)

Entry examples
(Word file:19.8KB)
Resume
【Cabinet Office Ordinance Article 238-2】
When starting a new operation Form
(Word file:20.4KB)

Entry example
(Word file:22KB)


【When an officer is a juridical person】
Form
(Word file:19KB
)
Document to be Submitted when All of the Qualified Institutional Investors are Investment Limited Partnerships (LPSs)
【Cabinet Office Ordinance Article 238-2】
Without delay after submission of the notification Form
(Word file:16.4KB)
Document Verifying the Total Amount of Money contributed by Closely Related Persons and/or Persons Equipped with Expertise and Experience
【Cabinet Office Ordinance Article 238-2】
Without delay after submission of the notification Form
(Word file:16.5KB)

Entry examples
(Word file:36KB)
*Please use this check list (Word file:33KB) for the matters to be entered and attachments, etc.
 SAMPLE : AFFIDAVIT (Sample items for a juridical person)(Word file:18KB
)
                    AFFIDAVIT (Sample items for a natural person)(Word file:24KB
)

(NOTE) When an operator uses the Venture Fund Special Provision
As from March 1, 2016, 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 above, the following documents:

 
Item to be submitted under the Venture Fund Special Provision
Item to be submitted Timing of submission Form, etc.
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 file:36.7KB)

Entry examples
(PDF file:80.3KB)
 
(2)  Amendment of Notification etc. for Specially Permitted Businesses for Qualified Institutional Investors, etc.
 

When any changes occur to matters listed in the notification form, submit an Amendment of Notification, etc. (one original and one copy), within one (1) month from the date on which such changes take place, to the Local Finance Bureau or Local Finance Office with the jurisdiction over the Principal Business office or sales office.
For those foreign notifiers who do not have Principal Business offices or sales offices in Japan, submit the notification (one original) to the 3rd Securities Business Surveillance Section, Financial Division, Kanto Local Finance Bureau.

For "gBizID" user: Notification form and related documents are to be in PDF format, except "Form20" in Excel.

Please note that if the notifier fails to submit notification without delay despite the occurrence of changes in notified matters or if the notifier submits a false notification, the notifier shall be liable to administrative action and/or punishment.

Item to be notified Deadline for submission Form, etc.
 Amendment of Notification for Specially Permitted Businesses for Qualified Institutional Investors, etc.
【FIEA Article 63(8)】
Without delay Form
(Word file:29.5KB)

Entry examples
(Word file:58.5KB)

Form20
(Excel file:132.2KB)


As for the following Pledge Statement, please refer to the NOTE below.

Pledge statement
【Where a notifier is a juridical person】

Form
(Word file:22.7KB)

Entry examples
(Word file: 27KB)


【Where a notifier is an individual】
Form
(Word file:19.2KB)

Entry examples
(Word file:16.3KB)
Notification of Amendment for the investment contract
【FIEA Article 63(10), Cabinet Office Ordinance Article 239-2(7)】
Without delay Form
(Word file:21.6KB)

Entry examples
(Word file:39KB)
Notification of Succession of Specially Permitted Businesses for Qualified Institutional Investors, etc.
【FIEA Article 63-2(2), Cabinet Office Ordinance Article 241(1)】
Without delay Form
(Word file:28.1KB)
Notification of Suspension (or Resumption) of Specially Permitted Businesses for Qualified Institutional Investors, etc.
【FIEA Article 63-2(3)(i)】
Without delay Form
(Word file:27.9KB)
Notification of Abolition of Specially Permitted Businesses for Qualified Institutional Investors, etc.
【FIEA Article 63-2(3)(ii)】
Without delay Form
(Word file:27.7KB)
Notification of Dissolution of Specially Permitted Businesses for Qualified Institutional Investors, etc.
【FIEA Article 63-2(4)】
Without delay Form
(Word file:28.9KB)
Notification of Revocation of Registration, etc. (Abolition of Business)
【FIEA Article 63-2(3)(iii), Cabinet Office Ordinance Article 241-2(i)】
Without delay Form
(Word file:21.3KB)
Notification to be submitted when the violation of laws, etc. of an individual person, etc. falls under disqualifying factors of SPBQII operation
【FIEA Article 63-2(3)(iii), Cabinet Office Ordinance Article 241-2(i)】
Without delay Form
(Word file:21.1KB)
Notification to be submitted when the violation of laws, etc. of Officers and Important Employees of a juridical person falls under disqualifying factors of SPBQII operation.
【FIEA Article 63-2(3)(iii), Cabinet Office Ordinance Article 241-2(ii)】
Without delay Form
(Word file:21.1KB)
Notification of Amendment of the Articles of Incorporation
【FIEA Article 63-2(3)(iii), Cabinet Office Ordinance Article 241-2(iii)】
Without delay Form
(Word file:17.7KB)
Notification of Violation of Laws, etc. (Accident, etc.) of Officers and Employees of the Notifier of Specially Permitted Businesses for Qualified Institutional Investors, etc.
【FIEA Article 63-2(3)(iii), Cabinet Office Ordinance Article 241-2(iv) and (v)】
Without delay Form
(Word file:21KB)
Notification to be submitted when the Notifier became a party in judicial decision or conciliation
【FIEA Article 63-2(3)(iii), Cabinet Office Ordinance Article 241-2(vi)】
Without delay Form
(Word file:21.2KB)
Notification to be submitted when the Notifier concluded judicial decision or conciliation case
【FIEA Article 63-2(3)(iii), Cabinet Office Ordinance Article 241-2(vi)】
Without delay Form
(Word file:21.1KB)
Notification when the foreign notifier received adverse dispositions from the government administrative office based on foreign law or regulation equivalent to FIEA.
【FIEA Article 63-2(3)(iii), Cabinet Office Ordinance Article 241-2(vii)】
Without delay Form
(Word file:21.3KB)

(NOTE)
When you submit an Amendment of Notification for the appointment of new officers and/or important employees, attach the above Pledge Statement of the notifier in addition to the Pledge Statement of the incoming officers, etc.


*In case more than one month has elapsed since the date of the changes of notified matters, the notifier is required to submit, in addition to above notification, Reason for Delay Letter (Explain the reason for delayed submission in concise manner. This is an arbitrarily form letter but please address to The Director-General of the Kanto Local Finance Bureau ).

2. Business report, etc.

(1) About Business report
  1. Notifiers are required to prepare Business Report for each fiscal year and submit it 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.)
    • There are rules permitting foreign operators to extend the submission deadline. Click here for extension application form (Word file:25.2KB)
      【Article 17-13-3 of the Enforcement ordinance of the Financial Instruments and Exchange Law, Article 246-4 of the Cabinet Office Ordinance regarding Financial Instruments Business, etc.】
  2. Please be advised that for the download and submission of the Business Report form, Norifiers are required, in principle, to access to Financial Services Agency Business Support Integration System.  
    • Please note, however, that in case of overseas business operators, download of Business Report form (Excel) from Financial Services Agency Business Support Integration System has to be done through representative (agent) in Japan.
  3. If the Notifier is not able to use, due to inevitable reason, Financial Services Agency Business Support Integration System, please complete following Excel Form 1 to 4 and submit their print-outs. In this case, attach a letter explaining the reason for submitting Business Report  in paper format.
    • In submission by paper, make sure to check "Review Sheet" on Form 3 and 4 and print out and submit "Submission Sheet".
Business report
Item to be submitted Timing of submission Form, etc.
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.
Form1(Excel file:28.2KB)
Form2(Excel file:19KB)
Form3(Excel file:1,491.2KB)
Form4(Excel file:1,491KB)

Entry examples(Word file:304.7KB)
Check List
(Excel file:13.9KB)

 
 

(2) Information to be publicly disclosed

The nortifier does not need to submit the following items to the Kanto Local Finance Bureau, 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's website. (Public disclosure of those documents is required from the fiscal year starting on or after March 1, 2016.)

As for Explanatory document, notifiers are required to prepare this document for each fiscal year and disclose it within four months from the end of each fiscal year.  
    
  • There are rules permitting foreign operators to extend the public disclosure deadline. To apply for the extension, please make use of , Mutatis Mutandis, extension application form of Business Report. Click here for extension application form (Word file:25.2KB)
    【Article 17-13-4 of the Enforcement ordinance of the Financial Instruments and Exchange Law, Article 246-6 of the Cabinet Office Ordinance regarding Financial Instruments Business, etc.】
Public disclosure
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 notification Form
(Excel file:26.3KB)
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

*Note: There are rules permitting foreign operators to extend the public disclosure deadline.
 
Form(Word file:30.2KB)

 

Contact

Kanto Local Finance Bureau
3rd Securities Business Surveillance Section
Tel: +81-(0)48-614-0044
E-mail: Please contact us for inquiries about our E-mail address.
For telephone inquiry to 3rd Securities Business Surveillance Section: 09:00 - 17:45 (Japan Time)

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