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.
| 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 |
Entry examples
|
| 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】 |
| When starting a new operation | 【Where a notifier is an individual】 |
|
| Resume 【Cabinet Office Ordinance Article 238-2】 |
When starting a new operation | Entry example 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 | |
| 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
|
*Please use this check list（PDF file：151KB）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 juridical person)（PDF file：49.8KB）
AFFIDAVIT (Sample items for a natural person)(Word file:24KB)
AFFIDAVIT (Sample items for a natural person)（PDF file：50KB）
(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 | 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 （PDF file：67.4KB） Entry examples （PDF file：80.3KB）
|
| 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 | Entry examples
Entry examples（PDF file：65.6KB） |
| Notification of Amendment for the investment contract 【FIEA Article 63(10), Cabinet Office Ordinance Article 239-2(7)】 |
Without delay | |
| 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 | |
| Notification of Suspension (or Resumption) of Specially Permitted Businesses for Qualified Institutional Investors, etc. 【FIEA Article 63-2(3)(i)】 |
Without delay | |
| Notification of Abolition of Specially Permitted Businesses for Qualified Institutional Investors, etc. 【FIEA Article 63-2(3)(ii)】 |
Without delay | |
| Notification of Dissolution of Specially Permitted Businesses for Qualified Institutional Investors, etc. 【FIEA Article 63-2(4)】 |
Without delay | |
| Notification of Revocation of Registration, etc. (Abolition of Business) 【FIEA Article 63-2(3)(iii), Cabinet Office Ordinance Article 241-2(i)】 |
Without delay | |
| 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 | |
| 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 | |
| Notification of Amendment of the Articles of Incorporation 【FIEA Article 63-2(3)(iii), Cabinet Office Ordinance Article 241-2(iii)】 |
Without delay | |
| 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 | |
| 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 | |
| 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 | |
| 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 |
(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.
- 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）here for extension application（PDF file：84.8KB）
【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.】
- There are rules permitting foreign operators to extend the submission deadline. Click here for extension application form （Word file：25.2KB）here for extension application（PDF file：84.8KB）
- Please be advised that for the download and submission of the Business Report form, Norifiers are required, in principle, to access to Financial Monitoring System (FIMOS).
- Please note, however, that in case of overseas business operators, download of Business Report form (Excel) from FIMOS has to be done through representative (agent) in Japan.
- If the Notifier is not able to use, due to inevitable reason, FIMOS, 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".
| 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（PDF file：143.1KB） Form2（PDF file：52.9KB） Form3（PDF file：149.7KB） （PDF file：393.7KB）
|
(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）here for extension application form（PDF file：84.8KB）
【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.】
| 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 | |
| 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. |
Contact
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)
