A Guide to Filing Application for Registration of Financial Instruments Business

A Guide to Filing Application for Registration of Financial Instruments Business

Filing Application for Registration of Financial Instruments Business

1.  Procedures for Applying for Registration

(1) Those who wish to apply for registration of financial instruments businesses need to submit a registration application form along with the documents required (documents to be attached) to the Kanto Local Finance Bureau. (Article 29-2 of the Financial Instruments and Exchange Law (hereinafter, referred to as “FIEL”) and Article 5 through Article 10 of the Cabinet Office Ordinance on financial instruments business, etc. (hereafter, referred to as “ Ordinance”))

(2)The documents required to be submitted at the time of the application are as follows:

① Registration application form: Ordinance, Form 1 (No. 1 through No. 12)

(No. 1) Registration application form (cover sheet)

(No. 2) Corporate name or denomination, etc

(No. 3) Capital amount, total amount of contribution or amount of brought in capital

(No. 4) Name and titles of board members (in the case of a foreign entity, the name of the representative in Japan shall be included)

(No. 5) Name of employees who control compliance supervisory activities in relation to the financial instruments business

(No. 6) Name of employees who control the division that provides investment advisory services or conducts investment management activities in relation to the investment advisory or investment management business

(No. 7) Name of employees who control the business activities of the sales offices or offices prescribed in Item 6 of Paragraph 1 of Article 29-2 of FIEL relating to the investment advisory and agency business

(No. 8) Business category

(No. 9) Name and address of the principal business office, other sales offices or offices (in the case of a foreign entity, the name and address of the principal business office, other sales offices or offices in Japan)

(No. 10) Status of unmanned sales offices or offices out of other sales offices or offices

(No. 11) Types of other businesses operated

(No. 12) Matters prescribed in the Item (a) of Item 3, Item 4 through Item 9 of Article 7 of (Ordinance)

② Documents to be attached: the documents listed in the Appendix shall be attached to the registration application form (Paragraph 2 of Article 29-2 of FIEL and Article 9 and 10 of Ordinance).

(3) The number of originals and copies for both the application form and other documents to be attached is as follows (Paragraph 2 of Article 296 of Ordinance)

① Number of originals: 1

Number of copies: 1

② Paper size: A4

(4) The registration application form shall be submitted to the Director-General of the Kanto Local Financial Bureau. (2nd Securities Business Surveillance Section of Local Financial Department) (Paragraph 2 of Article 296 of Ordinance)

(Note) When submitting a registration request form, be sure to contact the officer in charge at the Kanto Local Finance Bureau in advance for instruction.

[Appendix]

Documents to Be Attached to the Registration Application Form

Documents / Remarks
① A written oath to the effect that there is no person who falls under any of the conditions stipulated in each item of Paragraph 1 of Article 29-4 of FIEL (excluding Item 1-(c) and (d) and Item 5-(c)). / Shall be presented in the name of the representative person.
② Statement of operating procedures, etc. / Documents including the following information shall be attached.
(1) Method of segregation of duties (e.g. organization regulation)
(2) A system to resolve complaints (e.g. dispute resolution policy)
(3) Method to manage the risks of losses (e.g.: risk management policy)(when the applicant wishes to operate the fist financial instruments business).
(3)Method of segregated custody (e.g. policy related to segregated custody) (when the applicant wishes to operate securities management business)
(4) Over-the-counter derivative trading policy (when dealing in over-the-counter derivatives)
③ A written document outlining the human resources engaging in the business and an organizational structure by which to operate the business / ・Descriptions on the human resources and their jobs shall be added to an organizational chart.
④ Personal histories of the board members and the employees stipulated in Article 15-4 of the Order for enforcement of Financial Instrument and Exchange Law (hereafter, referred to as “Order”) (hereafter, “Important Employees”) (in the cases that any of the board members is a corporation, a document outlining the corporate history shall be attached)
⑤ Copies of resident cards of the board members and important employees (hereafter, “board members”, etc.) (in the cases that any of the board members is a corporation, a certified copy of commercial register) or an equivalent document. / ・The copy of the resident card shall have the descriptions of address, full names, date of birth and permanent domicile (Comprehensive Supervisory Guideline for Financial Instruments Firms (hereafter, “Supervisory Guideline”) III-3-1-(4)).
・In the case of a foreign resident in Japan, a copy of foreign resident registration card may be used instead.
・  Any non-Japanese person residing outside Japan need to submit a resident card issued by the country to which the person belongs to or the equivalent of these document (an official document such as written oath by notary public).
⑥ A certificate issued by public facilities attesting that there is no board members who falls under any of the conditions prescribed in the Item 2-(a) and (b) of Paragraph 1 of Article 29-4 of FIEL or an equivalent document. / ・A certificate (issued by the Legal Affairs Bureau) certifying that there is no board member, etc who is bankrupt or for whom a guardian or a curator is appointed (or registered).
(Note) A certificate certifying that no guardian or curator is appointed can be applied to the Legal Affairs Bureau. Application by mail is accepted only by the Tokyo Legal Affairs Bureau (can be applied from any region of the country).
⑦ A written oath by each board member to the effect that he or she does not fall under any of the conditions prescribed in 2-(c) through (g) of Paragraph 1 of Article 29-4 of FIEL. / ・Each individual board member shall attach his or her written oath.
(In the case that the applicant legal status is an individual)
⑧ The personal history of the applicant and the documents prescribed in the Item 3 of Article 9 of Ordinance.
⑨ An articles of incorporation / ・In the case of a foreign entity, Japanese translation of the articles shall be attached to the original.
⑩ A certified copy of commercial register / ・In the case of a foreign entity, the following documents shall be attached:
(1) Certified copy of commercial register relating to the principal office in the country to which such legal entity belongs or the equivalent of these documents.
(2) Certified copy of commercial register relating to the principal sales office in Japan
⑪ The latest balance sheet
The latest profit-and-loss statement
The latest appropriation statement / ・The business report most at the end of recent fiscal year or quarter shall be attached.
⑫ A written calculation of networth
⑬ A written document indicating the corporate names, denominations or full names of major shareholders, addresses of their principal business office and number of the voting rights owned by them / ・In the case of a foreign entity, a written document certifying that the matters prescribed in Item 5-(f ) of Paragraph 1 of Article 29-4 of FIEL have been confirmed for any person equivalent to a major shareholder.
(In the case that the applicant legal status is a foreign entity)
⑭ A written document certifying that it is a entity that operates a business of the same kind of the first financial instruments business in compliance with the laws in force in the foreign country. / ・This is required only when the applicant wish to operate the first financial instruments business.
⑮ A written calculation of capital-adequacy ratio. / ・This is required only when the applicant wish to operate the first financial instruments business.
・A document indicating the ratio prescribed in Paragraph 1 of Article 46-6 of the Law shall be attached.
⑯ A written document stating the corporate name, capital amount, address of the entities that the applicant has specific relationships such as parent company, subsidiaries and holding company (when operating the first financial instruments business, affiliate companies are included) , which shows the status of the entities. / ・The document shall contain the information for all applicable companies.
⑰ In the case that a financial instruments firm operates a business relating to the conduct prescribed in Item 4 of Paragraph 8 of Article 2 of the Law (over-the-counter derivatives, etc.), the following documents are required:
(a) The personal history of the person responsible for the management of the business.
(b) Internal regulations governing the business
(c) Contract documents to be used when making transactions with customers with respect to the business. / ・If the any of the documents is the same as the one submitted in accordance with the requirements in the above ② and ④, it is not necessary to attach it.
⑱ A certificate of a seal impression of the representative director’s seal / ・When affixing the seal on the first page of the application form, the certificate shall be attached (in the case of a signature, this is not required).
⑲ Receipt of the registration and license tax / ・Pay the registration and license tax (150,000 yen. See Article 2 and Appendix 1 of Registration and License Tax Law) at a bank, etc. and attach the receipt to the A4-sized paper and submit it.
(Note) Use a taxpaying form furnished at banks, etc., indicating that the tax is registration and license tax paid in relation to the registration of the financial instruments business, and pay the tax.
・The name of the tax office stated in the receipt:
e.g. )
Kanto Local Finance Bureau -> Urawa Tax Office
Kinki Local Finance Bureau -> Higashi Tax Office

(Note) Of the documents to be attached to the application form, the certificates by public facilities are restricted to those issued within the 3 months prior to date of the submission.

2. Example of Description and Explanation

The examples of the descriptions are given in the subsequent pages for the following documents:

・  Registration application form (from No. 1 through No. 12)

（Exhibit Form #1 of the Ordinance）

・Attached documents (the cicled numbers such as ①, ②, or ③ in the example descriptions represent the item numbers shown on the left column in Appendix on the previous pages.)

(Paragraph 2 of Article 29-2 of the Law and Article 9 and Article 10 of the Ordinance)

① A written oath by the representative director

② Statement of operating procedures (including the documents stating the following matters)

(a) Method of segregation of duties (e.g. organization regulations (including the organizational chart), policy for segregation of duties, policy for administrative authority)

(b) A system to resolve complaints (e.g. dispute resolution policy)

(c) Method of managing risk of loss (e.g. risk management policy)

(d) Method of segregated custody (e.g. policy relating to the segregated custody)

④ A personal history of the board member, etc.

⑦ A written oath by the board members, etc.

⑫ A written calculation of the networth

⑭ A document indicating corporate name of major shareholders and their respective numbers of voting rights, etc.

⑮ A written calculation of the capital-adequacy ratio

⑯ A document stating the status of those with which the applicant has specific relationships

The example of each form is given only as a model form, and applicants may independently prepare their documents in reference to them.

Registration Application Form (No.1)

(Japanese Industrial Standard A4)

(No. 1）

(Note)

1 Affix the registered seal at the designated place. In case with any proper and unavoidable reason, however, a signature may be used instead.

2 The seal registration certificate of the seal affixed shall be attached (not required, in the case of signature).

3 When registering any changes in accordance with Paragraph 4 of Article 31 of the FIEL, indicate the name of the commissioner of the Financial Service Agency, etch that is supervising the financial instruments firm that applies for the change registration instead of the Director-General of the Kanto Finance Bureau, replace the phrase of “Registration Application Form” with “Change Registration Application Form”, “Article 29-2” with “Paragraph 4 of Article 31” and “registration stipulated in Article 29” with the “change registration of the same paragraph.”

*1: Enter the actual (or planned) date of the registration here, not the date of preparation

*2: Enter the address of the principal business office or principal office that is registered in the certified copy of commercial register (in the case of foreign entity, indicate the principal sales office or office in Japan)

*3: Indicate the corporate name or denomination stated in the certified copy of commercial register.

*4: In the case that the applicant legal status is a corporation, indicate as “○○ ○○, Representative Director”, etc. In the case of foreign resident in Japan, indicate the full name that is used in the country to which the person belongs and stated on the foreign resident registration card in original language (with alphabetical characters, etc.) with readings in katakana.

*5 In the case of foreign resident in Japan or foreign entity, signature may be used instead of the seal (in that case, it is not necessary to attach an official certificate or copy of the internal specimen signatures).

Registration Application Form（No. 2）

＊  Registration No. / Kanto Local Finance Bureau No. (Date:YYYY/MM/DD)
＊  Approval granted under Paragraph 1 of Article 30 of the Law / Approved business, if any / Date of Approval
1 / Legal status
(corporation or individual) / Corporation, etc. / Individual
( Readings ) / (Readings in katakana)
2 / Corporate name or denomination / ○○○○ Corporation
( Readings )
3 / Full name
4 / For a corporation, etc., capital amount or total amount of contribution (in the case of foreign entity that will operate the first financial instrument business, capital amount or total amount of contribution and amount of brought in capital) / See Exhibit 1
5 / Name or denomination of board members, in the case of corporation, etc. (for foreign entity, the name of the representative in Japan shall be included) / See Exhibit 2
6 / Name of employees who control compliance supervisory activities (including the name of those prescribed in Paragraph 1 of Article 6 of Ordinance) in relation to financial instruments business / See Exhibit 3
7 / Name of employees who control the division that provides advisory service or conducts investment management activities in relation to investment advisory or investment management business (including name of those prescribed in Paragraph 2 of Article 6 of Ordinance). / See Exhibit 4
8 / Name of employees who control the business activities of the sales offices or offices stipulated in Item 6 of Paragraph 1 of Article 29-2 of the Law in relation to the investment advisory and agency business (including the name of those stipulated in Paragraph 1 of Article 6 of Ordinance). / See Exhibit 5
9 / Business categories / See Exhibit 6
10 / Name and address of the principal business office and other sales offices or offices (in the case of a foreign entity, name and address of principal business office or principal sales offices or offices located in Japan) / See Exhibit 7
11 / Types of other businesses operated / See Exhibit 8
12 / Name of the financial instruments business association which the applicant will join and the authorized investor protection group which constitutes a target entity / *2
(ex.) The Financial Futures Association of Japan
○○○○○○○○○○○○○○○○○○○○
○○○○○○○○○○○○○○○○○○○○
13 / Name of financial instruments exchange which the applicant will become a member of / *3
Tokyo Financial Exchange Inc.
○○ Securities Exchange
○○ Securities Exchange
14 / The matters prescribed in Paragraph 3-(b) and Paragraph 4 through Paragraph 9 of Article 7 of Ordinance / See Exhibit 9
15 / In the case that the applicant wishes to operate the first financial instruments business, the name of the investor protection fund that it will join / *4
○○○○○○○○○○○○○○○○○○○○

(Note)