If the services consist solely of receiving fees for building the best portfolio for the customer’s needs, such Investment Advisory Business/Investment Management Business d. Registration as an Investment Advisory and Agency Business or an Investment Management Business may Small Amount Electronic Public Offering Service e. Operating an online investment-type crowdfunding platform may, depending on the structure, require be required in order to provide Robo-advisor services. business may constitute an Investment Advisory and Agency Business. Otherwise, if the services include both portfolio-building and executing investments on behalf of the customer based on that portfolio, such business may constitute an Investment Management Business. Which category applies depends on the specific content and design of the services provided and must be confirmed on a case-by-case basis. For an outline of Investment Advisory and Agency Business and Investment Management Business, and the procedures for registering for each category, see 1(1) a. Investment Advisory and Agency Business and 1(1) b. Investment Management Business. registration as a Type 1 or Type 2 Financial Instruments Business. Handling public offerings or private placements of securities via a website or e-mail constitutes "electronic public offering services" (Article 29-2(1)(vi) of FIEA). An existing Type 1 or Type 2 Financial Instruments Business that intends to conduct electronic public offering services for certain securities may need to file a registration of change to conduct the electronic public offering services. However, solicitation for shares or warrants via the Internet constitutes Type 1 Small Amount Electronic Public Offering Services if disclosure regulations do not apply, or for handling of a primary offering or a private placement for shares or warrants of an unlisted company where the total value of the offering is less than 100 million yen and each investor's investment is no more than 500,000 yen (Article 29-4-2 of FIEA). A person engaged solely in Type 1 Small Amount Electronic Public Offering Services is subject to less regulation than a Type 1 Financial Instruments Business Operator in that the regulations on concurrent business, sign-posting obligations, and capital adequacy ratio do not apply, and the minimum capital requirement is 10 million yen. Similarly, disclosure-exempt securities and interests in non-public collective investment schemes constitute Type 2 Small Amount Electronic Public Offering Services, and a person engaged solely in those services is subject to less regulation than a Type 2 Financial Instruments Business Operator in that the regulations on sign-posting obligations do not apply, and the minimum capital requirement is 5 million yen (Article 29-4-3 of FIEA). The Enforcement Order of FIEA and the Business Order, which came into force in January 2022, relaxed some of the foregoing regulations for the purpose of promoting and diversifying the methods of providing growth funds to start-up companies. In particular, (i) for the requirement that the total value of the offering be less than 100 million yen, the scope of the amounts to be included in the calculation of the total value of the offering is limited to the amount of the offering by investment-type crowdfunding within the preceding one year (Article 16-3 of the Business Order), and (ii) for the requirement that the investment amount per investor be 500,000 yen or less, Professional Investors are excluded from the scope of acquiring investors (meaning that the said maximum investment amount of 500,000 yen was abolished for professional investors) (Article 15-10-3(ii) of the Enforcement Order of FIEA ). 45
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