Asset Managers & FinTech Companies Registration Guidebook
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Business Operators, listed companies, corporations with stated capital or net assets of 50 million yen or more, individuals with assets of 100 million yen or more who have opened an account for trading of securities at least one year ago, and corporations with assets of 100 million yen or more. For an "Investment Management Business for Qualified Investor ", registration requirements are more relaxed than those for an Investment Management Business under certain conditions. The same activities as in an Investment Management Business are permitted, but registration requirements are relaxed in that a board of directors, which is required in an ordinary Investment Management Business, is not required, and that the minimum capital required, which is normally set at 50 million yen, is 10 million yen as long as (i) the right holders are limited to "Qualified Investors" and (ii) the total amount of the investment assets under management is limited to 20 billion yen or less (Article 29-5(1) of FIEA). In addition, when a registered Investment Management Business Operator for Qualified Investors is to solicit investments exclusively from Qualified Investors by way of private placement (handling of private placement) for acquisition of beneficiary certificates of investment trusts or investment securities of investment corporation that it manages with complete management authority under a discretionary investment contract, it may do so with registration as a Type 2 Financial Instruments Business, instead of registration as a Type 1 Financial Instruments Business(Article 29-5(2) of FIEA). "Qualified Investors" includes, but is not limited to, Professional Investors, individuals with financial assets of 100 million yen or more who opened an account for trading of securities at least one year ago, and officers of Financial Instruments Business Operators, etc. "Professional Investors" includes, but is not limited to, Qualified Institutional Investors, the Japanese State, the Bank of Japan, companies listed in Japan, and Japanese stock corporations with stated capital of 500 million yen or more. An individual can also become a Professional Investor; the requirements for an individual to become a Professional Investor have been relaxed by the Cabinet Office Order Partially Amending the Cabinet Office Order on Financial Instruments Business promulgated on June 30, 2022, whereby such factors as an individual's annual income, work experience, qualifications and frequency of trading must be taken into account when allowing an individual to become a Professional Investor, and the requirements on trading experience have also been relaxed. The Specially Permitted Businesses for Overseas Investors, etc. is a system under which registration for an Investment Management Business or Type 2 Financial Instrument Business (self-offering, etc.) is not required for (i) management of partnership-type funds with equity investors who are overseas investors, etc. (limited to cases where 50% or more of such equity has been invested by non-residents), and (ii) offering or private placement of partnership-type fund interests to overseas investors, etc. with regard to (i) above conducted at a place of business or office established in Japan, if prior notification has been made with regard to certain matters (Articles 63-8 and 63-9 of FIEA). Investment Management Business for Qualified Investors f. g. Specially Permitted Businesses for Overseas Investors, etc. 24

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