Japan securities law

Japan ico lawThe securities laws in Japan are governed by Financial Service Authority (FSA) of Japan. The securities law was passed in 1948 and would affect the token issuance.

From the below definition a utility token would be not be a problem and therefore a number of Japanese ICO’s offerings should not be a problem if they are not recognised as a security according to the Financial Instruments and Exchange Act (Act No. 25 of 1948).

The definition of securities are:

(1) The term “Securities” as used in this Act means the following:

(i) national government bonds;

(ii) municipal bonds;

(iii) debentures issued by a juridical person under a special act (excluding those listed in the following item and item (xi));

(iv) specified bonds prescribed in the Act on the Securitization of Assets (Act – 6 – No. 105 of 1998);

(v) bonds (including those issued by a mutual company; the same shall apply hereinafter);

(vi) investment securities issued by a juridical person under a special act (excluding those listed in the following item, item

(viii) and item (xi));

(vii) preferred equity investment certificates prescribed in the Act on Preferred Equity Investment by Cooperative Structured Financial Institutions (Act No. 44 of 1993; (hereinafter referred to as the “Act on Preferred Equity Investment”);

(viii) preferred equity investment certificates and securities indicating preemptive rights for new preferred equity investment prescribed in the Act on the Securitization of Assets;

(ix) share certificates and share option certificates;

(x) beneficiary securities of investment trusts or foreign investment trusts prescribed in the Act on Investment Trust and Investment Corporation (Act No. 198 of 1951);

(xi) investment securities or investment corporation debentures, or foreign investment securities prescribed in the Act on Investment Trusts and Investment Corporations;

(xii) beneficiary securities of loan trusts;

(xiii) beneficiary securities of specific purpose trusts prescribed in the Act on the Securitization of Assets;

(xiv) beneficiary securities of beneficiary securities issuing trusts prescribed in the Trust Act (Act No. 108 of 2006);

(xv) promissory notes which have been issued by a juridical person in order to raise funds necessary to operate its business and are specified by a Cabinet Office Ordinance;

(xvi) mortgage securities prescribed in the Mortgage Securities Act (Act No. 15 of 1931);

(xvii) securities or certificates which have been issued by a foreign state or foreign person and have the nature of securities or certificates listed in items (i) to (ix) or item (xii) up to the preceding item (excluding those specified in the following item);

(xviii) securities or certificates which have been issued by a foreign person, indicate a beneficial interest of a trust in which loan claims held by persons engaging in banking business or persons otherwise conducting money loan in the course of trade are entrusted, or indicate any other similar rights, and are specified by a Cabinet Office Ordinance;

In addition all of these items are listed as securities:

1 Beneficiary interests in foreign trusts.

2 Partnership interests in general or limited partnership companies

3 Partnership interests in foreign corporations with the attributes of interests defined in any of the as designated by government ordinance, or interests in limited liabilities companies.  

4 Interests in collective investment schemes as comprehensively defined

5 Interests in foreign collective investment schemes

6 Other ordinance government by designated as interests

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