under FIEA, and thus are regulated under FIEA. There is no precise legal definition for security tokens, but FIEA defines them as "electronically recorded transferable rights to be indicated on securities, etc."; "Electronically recorded transferable rights to be indicated on securities, etc." broadly means such rights that are considered securities and indicated by a property value (token) which can be transferred by using an electronic data processing system. They are divided into three categories as shown below. (1) Tokenized rights to be indicated on securities, etc.: Rights listed in Article 2(1) of FIEA, such as shares, corporate bonds, and beneficiary certificates of beneficiary certificate-issuing trusts, which are to be indicated on securities but are indicated by tokens. (2) Electronically recorded transferable rights: Rights listed in Article 2(2) of FIEA such as collective investment scheme equities (LPS, LLP, etc.) and trust beneficial interests, etc. that are indicated by tokens. (3) Excluded electronically recorded transferable rights: Of the rights described in (ii) above, those that satisfy all of the following requirements (main text of Article 2(3) of FIEA, and Article 9-2(1) of the Cabinet Office Order on Definitions under Article 2 of the Financial Instruments and Exchange Act): (a) Restrictions on acquirer: Technical measures have been taken to make it impossible to have a person other than those falling under any of the following categories acquire the relevant property value or to transfer that property value to such person: i. a qualified institutional investor (such as a securities company or a bank); ii. an investor subject to specially permitted services (such as the State, the Bank of Japan, a Financial Instruments Business Operator, a fund asset manager or any of their officers and employees); iii. a corporate pension fund with estimated total assets equal to 10 billion yen or more; iv. an individual who holds assets equal to 100 million yen or more, and has had an account for securities transactions, etc. for more than one year; and v. a public interest incorporated association, a public interest incorporated foundation, or any other corporate body which satisfies certain requirements. (b) Restrictions on transfer: Technical measures have been taken to make it impossible to transfer the relevant property value without an application from the person who holds the said right and the consent of the issuer of the said right on each occasion. *To be able to say that a certain right is "indicated on a token", it is necessary that, under a contract or in practice, transfer of the token (change of records on electronic books) and the transfer of the right occur at the same time (see Points Requiring Attention regarding the Financial Instruments and Exchange Act, etc. (Financial Instruments and Exchange Act, etc. Guidelines) 202-2-2). Financial Instruments Business f. Since the amended FIEA came into effect in May 2020, security tokens have been considered "securities" 46
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