日比谷ステーション法律事務所 HIBIYA STATION LAW OFFICE

Basic Legal Knowledge in Japan

Amendment to Japanese FIEA rules regarding QII Business Exemption Notification

Effective April 1, 2012, the rules of Financial Instruments and Exchange Act ("FIEA") of Japan regarding notification concerning Specially Permitted Businesses for Qualified Institutional Investor, etc. ("SPBQII") will be amended.
A person who will notify of engagement in SPBQII after April 1, 2012 ("Newly SPBQII Engaging Person") will be required to notify the Finance Bureau of the Financial Services Agency ("FSA")) more information than currently required, and to submit certain certified documents.
And a person who has made notification of engagement in SPBQII before March 31, 2012 ("SPBQII Notifying Person") must notify the FSA the additional information, and submit certain certified documents between April 1 and June 30, 2012.

1. Summary of current notification system regarding SPBQII

SPBQII (Tekikaku Kikan Toshika-to Tokurei Gyomu) means businesses that (1) a person (ex. a (prospective) general partner of a limited partnership) solicits investors to invest in an investment fund which is composed of one or more Qualified Institutional Investors ("QII(s)") and less than 50 investors who are not QIIs ("Qualified Investment Fund"), and/or (2) a person manages Qualified Investment Fund. (Strictly speaking, SPBQII must fulfill more requirements.)

In principle, a person who will engage in businesses (1) soliciting investors to invest in an investment fund and/or (2) managing an investment fund, must be registered as a Financial Instruments Business Operator by the FSA. But, SPBQII are specially permitted to be engaged in with simple notification to the FSA, without the registration which requires a lot of time and cost. A person who will engage in SPBQII must notify the FSA some information, such as (a) trade name, (b) amount of the stated capital, (c) name of officers, (d) name of employees in charge of compliance and/or investment management, (e) name and location of the principal office.

2. Amendment applied to a Newly SPBQII Engaging Person after April 1, 2012

The amended rules of FIEA of Japan will require a Newly SPBQII Engaging Person after April 1, 2012 (1) to notify the FSA some information such as a name of his Qualified Investment Fund and a name of QII who (will) invest the fund, in addition to the matters listed in the section 1 above, and (2) to submit certain certified documents, equivalent for a certificate of registered matters (Tokijiko Shomeisho) or an official copy of part of a certificate of residence (Juminhyo Shohon) in Japan.

3. Amendment applied to a SPBQII Notifying Person before March 31, 2012

The amended rules will also require a SPBQII Notifying Person before March 31, 2012 (1) to notify additionally the FSA some information such as a name of his Qualified Investment Fund and a name of QII who (will) invest the fund, and (2) to submit certain certified documents, equivalent for a certificate of registered matters (Tokijiko Shomeisho) or an official copy of part of a certificate of residence (Juminhyo Shohon) in Japan, between April 1 and June 30, 2012.

4. Please confer with us.

Hibiya Station Law Office is providing agency service of notification above, in addition to advice on launching and operating investment fund. Please let us know as soon as possible if you are a SPBQII Notifying Person, because it is necessary to go through the procedures by June 30, 2012.

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