20 Points Requiring Attention regarding the Financial Instruments and Exchange Act, etc. (Financial Instruments and Exchange Act, etc. Guidelines) (May, 2020) https://www.fsa.go.jp/common/law/kinshouhou.pdf The amended FIEA (main text of Article 2(3) of FIEA) provides that such electronically recorded transferable rights must be indicated on securities, etc. that are (1) tokenized rights to be indicated on securities, etc., or (2) electronically recorded transferable rights falling under the definition of Paragraph 1 Securities (Article 2(1) of FIEA), or (3) excluded electronically recorded transferable rights falling under the definition of Paragraph 2 Securities (Article 2(2) of FIEA). Therefore, issuers of security tokens are subject to disclosure regulations under FIEA, and any person who engages in the business of the public offering or private placement of security tokens, or acts as an intermediary, broker or agent, etc. to purchase and sell the same on behalf of any other person, is in principle required to register as a Type 1 or Type 2 Financial Instrument Business Operator. In general, in cases where a token is investable and profits are distributed to the holders (investors) thereof, in order to protect such holders, such tokens are subject to regulation under FIEA as "electronically recorded transferable rights to be indicated on securities, etc.", but are not considered to be "crypto-assets" under PSA (see 2(1)i. Crypto-Assets Exchange Business below) and thus are not subject to regulation under PSA (see the proviso to Article 2(5) of PSA). However, it should be noted that tokens that are not investable and do not distribute profits to the holders, are still subject to regulation under PSA as "crypto-assets" if they fall under the definition of "crypto-assets" found in Article 2(5) of PSA. g. Money Lending Business Transaction lending such as lending to merchants on online shopping sites using transaction data obtained by a payment service provider, or brokerage between a payment service provider who carries out transaction lending and merchants by an online shopping site operator, constitutes money lending or intermediation for money lending. Conducting these acts as a business requires registration as a money lending business (Articles 2 and 3 of the Money Lending Business Act). on the Provision of Financial Services" ("Financial Services Act"). Under the Financial Services Act it has become possible to provide intermediation services for the execution of agreements as listed below by obtaining a single license, meaning only registration as a Financial Services Intermediary Business (Articles 12, 11(1) and 11(2) through 11(5) of the Financial Services Act), instead of having to obtain a number of licenses or registrations for each business type (bank agent license under the Banking Act, registration as an insurance agent/insurance broker under the Insurance Business Act, registration as a financial instruments intermediary service provider under FIEA, and registration as a money lender under the Money Lending Business Act): (i) A contract between a financial institution handling deposits such as a bank and a customer, which provides for acceptance of deposits, etc., lending of money, etc.; (ii) an insurance contract between an insurance company, etc. and a customer; (iii) a contract for the purchase and sale of securities between a Type 1 Financial Instrument Business Operator (such as a securities company, etc.) and an investment management business operator, etc. on one side, and a customer on the other side; and (iv) a money lending contract between a money lender and a customer. "Intermediation" as referred to above means the act of making efforts towards the formation of a contract from a position between the business operator and the customer that are the parties to the contract. Neither Financial Services Intermediary Business h. In November 2021, the amended Financial Instruments Sales Act came into effect and was renamed the "Act 47
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