Ordinance for Enforcement of the Banking Act (Tentative translation)
In accordance with provisions of the Banking Act and Enforcement Order for the Banking Act, and in order to enforce the Act and the Ordinance, a ministry ordinance to revise all the Detailed Regulations of the Banking Act (Ministry of Finance Ordinance No. 31 of 1927) shall be provided as follows.
Chapter I General Provisions (Articles 1 to 11)
Chapter II Business (Articles 12 to 17)
Chapter III Subsidiary Company, etc. (Articles 17-2 to 17-7-2)
Chapter IV Accounting (Articles 17-7-3 to 21)
Chapter V Merger, Company Split, or Transfer or Acceptance of Business (Articles 22 to 24)
Chapter VI Discontinuance of Banking Business and Dissolution (Articles 25 to 27)
Chapter VII Branch Offices of Foreign Banks (Articles 28 to 34)
Chapter VII-2 Special Provisions on Foreign Bank Agency Service (Article 34-2 to Article 34-2-46)
Chapter VIII Shareholders
Section 1 General Rules (Articles 34-2-47 to 34-5)
Section 2 Special Provisions Pertaining to Major Shareholder of a Bank
Subsection 1 General Rules (Articles 34-6 to 34-8)
Subsection 2 Supervision (Article 34-9)
Section 3 Special Provisions for a Holding Company
Subsection 1 General Rules (Articles 34-10 to 34-14)
Subsection 2 Business and Subsidiary Company, etc. (Articles 34-14-2 to 34-23)
Subsection 3 Accounting (Articles 34-24 to 34-28)
Subsection 4 Merger, Split, Transfer or Acceptance of Operations, etc. (Articles 34-29 to 34-31)
Chapter VIII-2 Bank Agency Service
Section 1 General Rules (Articles 34-32 to 34-40)
Section 2 Services (Articles 34-41 to 34-57)
Section 3 Accounting (Articles 34-58 to 34-60)
Section 4 Supervision (Articles 34-61 and 34-62)
Section 5 Entrusting Bank, etc. (Articles 34-63 and 34-64)
Chapter VIII-3 Designated Dispute Resolution Organization
Section 1 General Rules (Articles 34-65 to 34-68)
Section 2 Services (Articles 34-69 to 34-76)
Section 3 Supervision (Articles 34-77 to 34-78)
Chapter IX Miscellaneous Provisions (Articles 35 to 40)
Supplementary Provisions
Chapter I General Provisions
(Definitions)
Article 1 The terms "Bank", "Banking Business", "Installment Savings", "Installment Savings, Etc.", "Depositors, Etc.", "Voting rights Held By All Of The Shareholders, Etc.", "Shares, Etc.", "Subsidiary Company", "Major Shareholder Threshold", "Major Shareholder Of A Bank", "Holding Company", "Bank Holding Company", "Bank Agency Service", "Bank Agent", "Entrusting Bank", "Designated Dispute Resolution Organization", "Banking Services", "Complaint Handling Procedure", "Dispute Resolution Procedure", "Dispute Resolution, etc. Services", and "Dispute Resolution Basic Contract" as used in this Cabinet Office Ordinance means bank, banking business, installment savings, installment savings, etc., depositors, etc., voting rights held by all of the shareholders, etc., shares, etc., subsidiary company, major shareholder threshold, major shareholder of a bank, holding company, bank holding company, bank agency service, Bank Agent, entrusting bank, designated dispute resolution organization, banking services, complaint handling procedure, dispute resolution procedure, dispute resolution, etc. services, and dispute resolution basic contract, respectively, as provided in Article 2 of the Banking Act (Act No. 59 of 1981; hereinafter referred to as "The Act").
(Requirements for Suggesting the Existence of a Fact that is Expected to Materially Affect Decisions on Financial and Business Policies of the Company)
Article 1-2 Requirements provided by Cabinet Office Ordinance as prescribed in Article 2, paragraph (9) of The Act shall be the requirements listed in Article 8, paragraph (6), item (ii), sub-items (a) to (e) of the Regulation for Terminology, Forms and Preparation of Financial Statements (Ministry of Finance Ordinance No. 59 of 1963; hereinafter referred to as "Ordinance of Financial Statements, Etc.")
(Voting rights Not Included in the Voting rights Held by Another Company or a Holder of Voting rights)
Article 1-3 (1) Pursuant to the provisions of Article 2, paragraph (11) of The Act (including the cases where applied mutatis mutandis pursuant to the provisions of Article 3-2, paragraph (2); Article 16-3, paragraph (8); Article 52-2-11, paragraph (2); Article 52-3, paragraph (5); Article 52-4, paragraph (4); Article 52-24, paragraph (8), and Article 53, paragraph (5) of The Act, and Article 4, paragraph (2); Article 17-2, paragraph (11); Article 17-5, paragraph (5); Article 17-7, paragraph (3); Article 34-10, paragraph (6); Article 34-16, paragraph (9); Article 34-19, paragraph (5); Article 34-21, paragraph (3); Article 34-29, paragraph (3); Article 34-30, paragraph (3); Article 34-31, paragraph (3); and Article 35, paragraph (10) of the Enforcement Order for the Banking Act (Cabinet Order No. 40 of 1982; hereinafter referred to as "The Oder"; hereinafter the same shall apply in the following paragraph), a voting right provided by Cabinet Office Ordinance, which is required not to be included in the voting rights held by a company or a holder of voting rights, shall be the voting rights pertaining to the following Shares, Etc. (which means the voting rights prescribed in Article 2, paragraph (6) of The Act; the same shall apply to the following paragraph, Articles 1-5 to 1-8, Article 3, and Chapters III, V, VIII (excluding Article 34-26), VIII-3 and IX):
(i) Shares, Etc. held as a business by a financial instruments business operator (Which means a financial instruments business operator prescribed in Article 2, paragraph (9) of Financial Instruments and Exchange Act (Act No. 25 of 1948): the same shall apply hereinafter) that engages in securities-related business (which means a securities-related business as prescribed in Article 28, paragraph (8) of the same Act; the same shall apply hereinafter), and by a foreign company;
(ii) in the case where a juridical person or an individual carrying on business becomes a limited liability partner of an investment limited partnership as prescribed in Article 2, paragraph (2) of the Limited Partnership Act for Investment (Act No. 90 of 1998), Shares, Etc. acquired or held as assets of the partnership (excluding cases where a limited liability partner may exercise the voting rights, a limited liability partner may order an unlimited liability partner of an investment limited partnership regarding exercise of voting rights, and holds said Shares, Etc. for more than ten (10) years from the date when said Shares, Etc. were acquired);
(iii) in the case where a juridical person or an individual carrying on a business becomes a partner (excluding a person entrusted to carry out the business; hereinafter referred to as a "Non-Managing Partner" in this item) of a partnership (limited to those that entrust management of the business to one or more partners) established by parties who covenant to engage in investment business to a company under the partnership contract as prescribed in Article 667, paragraph (1) of the Civil Code (Act No. 89 of 1896), Shares, Etc. acquired or held as assets of the partnership (excluding cases that the Non-Managing Partner may exercise the voting rights, the Non-Managing Partner may order a person entrusted to carry out the business regarding exercise of voting rights, and holds said Shares, Etc. for more than ten (10) years from the date said Shares, Etc. were acquired); or
(iv) Shares, Etc. approved by the Commissioner of the Financial Services Agency among holdings equivalent to the preceding two items.
(2) Pursuant to the provisions of Article 2, paragraph (11) of The Act, voting rights provided by Cabinet Office Ordinance, which are pertaining to Shares, Etc. held as trust properties, and excluded from those a company or holder of said voting rights may exercise as a settler or a beneficiary or may issue an order concerning the exercise thereof, shall be voting rights pertaining to Shares, Etc. that said company orders concerning the exercise thereof as an investment trust management company (which means an entrusting company of an investment trust prescribed in Article 2, paragraph (11) of the Act on Securities Investment Trust and Securities Investment Corporations (Act No. 198 of 1951); the same shall apply hereinafter) pursuant to the provisions of Article 10 of the same Act, and voting rights pertaining to Shares, Etc. that said company, pursuant to the provisions of the laws and regulations of a foreign state equivalent to the provisions of Article 10 of the same Act orders concerning the exercise thereof as a person equivalent to an entrusting company of an investment trust pursuant to the laws and regulations of the foreign state equivalent to the same Act.
(3) A Bank, when intending to obtain an approval as prescribed in Article 1, item (iv), shall attach a written statement of reasons to the written application for approval and submit them to the Commissioner of the Financial Services Agency.
(4) The Commissioner of the Financial Services Agency, when an application for approval is filed pursuant to the provisions of the preceding paragraph, with regard to Shares, Etc. pertaining to said application, shall examine whether the Bank, which filed said application, may not exercise voting rights or may not issue an order concerning the exercise thereof.
(Equivalents to a Juridical Person)
Article 1-4 Those provided by Cabinet Office Ordinance as equivalent to a juridical person as prescribed in Article 3-2, paragraph (1), item (i) of The Act, shall be an association or a foundation without juridical personality and has rules concerning its representative person or an administrator.
(Method of Consolidation, etc., Concerning Financial Statements, etc.)
Article 1-5 (1) A company which is required to prepare consolidated financial statements, etc., and other documents pursuant to the provisions of Cabinet Office Ordinance as prescribed in Article 3-2, paragraph (1), item (ii) of The Act shall be a company subject to submit consolidated financial statements prescribed in Article 2, item (i) of the Regulation for Terminology, Forms and Preparation of Consolidated Financial Statements (Ministry of Finance Ordinance No. 28 of 1976).
(2) The number calculated as pursuant to the provisions of Cabinet Office Ordinance prescribed in Article 3-2, paragraph (1), item (ii) of The Act shall be a number calculated by multiplying the number of voting rights held by all the shareholders of said Bank by a specified voting rights percentage (which means the number calculated by dividing the number of specified voting rights of a Bank held by said company by the number of specified voting rights held by all the shareholders of said Bank) pertaining to the total number, of which the number of specified voting rights (which means the voting rights as prescribed in Article 2, paragraph (6) of The Act, excluding voting rights that concern shares which are deemed to have voting rights pursuant to the provisions of Article 879, paragraph (3) of the Companies Act (Act No. 86 of 2005); hereinafter the same shall apply in this Article) of said Bank held by said company is combined, with regard to consolidated companies, etc. (which means companies, etc. prescribed in the same item of The Act; hereinafter the same shall apply in this Article to Article 1-7) of said company, in accordance with the categories listed in the following items, with the number of specified voting rights of said Bank prescribed in said respective items:
(i) a Subsidiary Company of said company (which means a Subsidiary Company as prescribed in Article 8, paragraph (3) of the Ordinance of Financial Statements, Etc.): the number of specified voting rights of said Bank held by such Subsidiary Company;
(ii) a person, with regard to exercise of voting rights pertaining to said Bank, who becomes a person to be deemed or a person who agrees as prescribed in Article 8, paragraph (6), item (iii) of the Ordinance of Financial Statements, Etc.: the number of specified voting rights of said Bank held by such person; and
(iii) an affiliated company of said Company (which means an affiliated company prescribed in Article 8, paragraph (5) of the Ordinance of Financial Statements, Etc.) (excluding a person listed in the preceding item): the number calculated by multiplying the number of specified voting rights of said Bank held by said affiliated company by the portion of net assets that pertain to said company of said net assets of said affiliated company.
(A Company, etc. with a Close Relationship)
Article 1-6 (1) A Company, etc. provided by Cabinet Office Ordinance as prescribed in Article 3-2, paragraph (1), item (iii) of The Act shall be the following company, etc.:
(i) in the case where said company, etc., holds the majority of voting rights held by all of shareholders or all of investors of another company, etc., said other company, etc.; or
(ii) in the case where another company, etc. holds the majority of voting rights held by all of shareholders or all of investors of said company, etc., said other company, etc.
(2) In the cases of the preceding paragraph, voting rights held by a company, etc., for which the majority of voting rights held by all of shareholders or all of investors are held by another company, etc., shall be deemed as voting rights held by said other company, etc.
(3) In the case of the preceding two paragraphs, the voting rights held by a company, etc. or another company, etc., shall include shares or voting rights pertaining to the contribution which cannot be asserted against the issuer pursuant to the provisions of Article 147, paragraph (1) or Article 148, paragraph (1) (including cases where these provisions are applied mutatis mutandis in Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1), and Article 276 (limited to the part pertaining to item (ii)) of the Act on Book-Entry Transfer of Company Bonds, Shares, etc. (Act No. 75 of 2001).
(Person Equivalent to a Company, etc. Subject to Standards for Consolidation)
Article 1-7 A person provided by Cabinet Office Order as prescribed in Article 3-2, paragraph (1), item (vii) of The Act and the number calculated pursuant to the provisions of Cabinet Office Order, in accordance with the categories of persons listed in the following items, shall be the number specified in said items:
(i) a holder of voting rights more than the Major Shareholder Threshold of a Holding Company (including a person listed in Article 3-2, paragraph (1), item (i) of The Act, but excluding a person listed in items (ii) to (vi) of the same paragraph): whichever is the smaller of either the number calculated by multiplying the number that is obtained by dividing the number of voting rights of said Holding Company held by the holder by the number of voting rights held by all of shareholders of said Holding Company, by the number of voting rights held by all of shareholders of said Bank that is a Subsidiary Company of said Holding Company; or, the total number of voting rights of a Bank, which is a Subsidiary Company of said Holding Company held by said person, said Holding Company and Subsidiary Company, etc. (which means a Subsidiary Company, etc., as prescribed in Article 52-25 of The Act; the same shall apply in the following item) of said Holding Company; or
(ii) if the term "Bank" in the provisions of Article 3-2, paragraph (1), items (ii) to (vi) of The Act applies by replacing with "Bank Holding Company", a person who becomes a person listed in said items (excluding a person listed in said items and a person listed in the preceding item): whichever is the smaller of either of the number obtained by multiplying the number that is obtained by dividing the number of voting rights specified in each said item by the number of voting rights held by all of shareholders of a Bank Holding Company which issued shares pertaining to said voting rights, by the number of voting rights held by all of shareholders of a Bank, which is a Subsidiary Company of said Holding Bank; or the total number of voting rights of a Bank, which is a Subsidiary Company of said Bank Holding Company, held by a company, etc., individual, or a joint holder (which means a joint holder as prescribed in item (vi) of the same paragraph; the same shall apply in Article 34-5) , said Bank Holding Company, and a Subsidiary Company, etc. of said Bank Holding Company of said person whose voting rights will be combined or added in the case that calculating the grand total number of voting rights (which means the grand total number of voting rights as prescribed in item (v) of the same paragraph) of said person, which means a company, etc., that belongs to a group of companies, etc. (which means a group of companies, etc., as prescribed in item (iii) of the same paragraph) pertaining to said person, such as said person and said person's consolidated company, etc.
(Application, etc., for a Banking Business License)
Article 1-8 (1) A stock company which intends to obtain a Banking Business license pursuant to the provisions of Article 4, paragraph (1) of The Act shall attach the following documents to the written application for license on which all directors sign (or, in case of a company with committees, directors and executive officers) and submit the documents to the Prime Minister via the Commissioner of the Financial Services Agency:
(i) a written statement of reasons;
(ii) the following documents concerning said stock company:
(a) articles of incorporation;
(b) certificate of registered matters of the company;
(c) minutes of the organizational meeting (in the case where it is deemed that there was a resolution of the organizational meeting pursuant to the provisions of Article 82, paragraph (1) of the Companies Act, documents certifying this case corresponds to said case; the same shall apply hereinafter) (in the case that said stock company is incorporated by share transfer or by a company split, the minutes of the shareholders meeting concerning to this (in the case where it is deemed that there was a resolution by a shareholders meeting pursuant to the provisions of Article 319, paragraph (1) of the Companies Act, documents certifying this case corresponds to said case; the same shall apply hereinafter) or other documents certifying that the necessary procedures were implemented);
(d) a document stating the prospective income and expenditures and adequacy of equity capital for three business years after commencement of business;
(e) the resumes of the directors and company auditors (in case of a company with committees, the directors and directors);
(f) in case of a company with accounting advisors, the resumes of the accounting advisors (if the accounting advisor is a juridical person, a document stating the history of said accounting advisor and a resume of the members shall engage in the duties);
(g) name, domicile or residence, nationality, and occupation of the shareholders (in the case that a shareholder is a juridical person or other organization, its name, the location of its principal business office or offices , and details of the business being carried out), and the number of voting rights held by the shareholder;
(h) a document stating the location of business offices;
(i) recent daily statement of accounts or other documents which provide the recent status of assets and profit or loss; and
(j) a document stating the status of maintaining employees who have knowledge and experience concerning Banking Business;
(iii) in the case where said stock company holds a Subsidiary Company, etc. (which means a Subsidiary Company, etc. corresponding to either as prescribed in Article 13, the first sentence of paragraph (2) of The Act, or as prescribed in Article 14-2, item (ii) of The Act; hereinafter the same shall apply in this Article, except for (e), and paragraph (3), item (iii)), the following documents:
(a) a document stating the name of said Subsidiary Company, etc., and the location of its principal business office or office;
(b) a document stating the details of the business of said Subsidiary Company, etc.;
(c) the latest balance sheet (including relevant notes; the same shall apply hereinafter), profit and loss statement (including relevant notes; the same shall apply hereinafter), statement of changes in net assets (including relevant notes; the same shall apply hereinafter) of said Subsidiary Company, etc., and other documents which provide the status of recent business, assets, and profit and loss of said Subsidiary Company, etc.
(d) a document stating the title and name of the directors (if a director is a juridical person, including the person(s) who shall engage in the duties) of said Subsidiary Company, etc.; and
(e) a document stating the prospective income and income and expenditures and adequacy of consolidated equity capital of said company and its Subsidiary Company, etc. (which means a Subsidiary Company, etc., as prescribed in Article 14-2, item (ii) of The Act; the same shall apply in paragraph (3), item (iii)) for three business years after commencement of business of said stock company;
(iv) in addition to the documents listed in each of the preceding items, a document stating matters to be referenced for examination as prescribed in Article 4, paragraphs (2) and (3) of The Act.
(2) When a stock company other than a Bank intends to obtain a Banking Business license pursuant to the provisions of Article 4, paragraph (1) of The Act by amending its prior purposes in order to carry out Banking Business, in addition to the documents listed in the preceding items (except for documents listed in item (ii)(c) of the same paragraph), the following documents shall be attached to the written application for license:
(i) minutes of shareholders meetings;
(ii) prior articles of incorporation and a document which clarifies the nature of existing transactions at the time of filing the application for license; and
(iii) the latest balance sheet, profit and loss statement, and statement of changes in net assets.
(3) The Prime Minister, when implementing an examination as prescribed in Article 4, paragraph (2) of The Act pertaining to an application for license pursuant to the preceding two paragraphs, shall consider the following matters:
(i) the amount of stated capital of a person who applies for a Banking Business license (hereinafter referred to as the "Applicant" in this paragraph) shall be equal to or greater than the amount as prescribed in Article 3 of The Order and shall be an amount which is sufficient for carrying out sound and efficient Banking Business;
(ii) the current income of each business year of the Applicant shall be expected until the date three business years elapse after commencement of the business;
(iii) the status of the adequacy of equity capital of the Applicant and of the Applicant and its Subsidiary Company, etc. to be expected shall be appropriate until three business years elapse after commencement of the business; and
(iv) in light of maintaining directors, directors, accounting advisors or company auditors, and employees who possess sufficient knowledge and experience for Banking Business, systems, etc. pertaining to business management of the Bank, the Applicant shall be a person who may carry out precise, fair, and effective business of the Bank and with sufficient social creditability.
(Preliminary Examination of Business License)
Article 2 A person who intends to obtain a business license pursuant to the provisions of Article 4, paragraph (1) of The Act may request a preliminary examination by submitting the equivalent documents pursuant to the provisions of the preceding Article to the Prime Minister via the Commissioner of the Financial Services Agency.
(A Person Who Has a Special Relationship Pertaining to Foreign Banks)
Article 3 A person provided by Cabinet Office Ordinance as prescribed in Article 1-2, item (vii) of The Order shall be the following:
(i) in the case where a person who carries out Banking Business (excluding a Bank, etc. as prescribed in Article 4, paragraph (5) of The Act; hereinafter referred to as a "Foreign Bank") in a foreign state in accordance with the laws and regulations of the foreign state or a person listed in Article 1-2, items (i) to (vi) of The Order pertaining to said Foreign Bank holds a portion of voting rights of an applicant for a Banking Business license, a person, with the location of its principal business office or office in the same state as said Foreign Bank or a person listed in Article 1-2, items (i) to (vi) of The Order pertaining to said Foreign Bank, and who has a portion of voting rights of an applicant of the license of said Banking Business; or
(ii) in the case that the total number or amount of Shares, Etc., which exceeds 50% of issued shares, etc. of a Foreign Bank, is held by two or more persons (any of these persons shall be limited to a person who holds the number or amount of Shares, Etc., exceeding 5% of the total number of issued shares or total amount of contribution (hereinafter referred to as "Issued Shares, Etc.") of the Foreign Bank), with the location of its principal business office or office in a state where a Bank may not establish a branch office or incorporate a company to carry out Banking Business, a person who corresponds to said two or more persons.
(Percentage for Multiplying the Voting right Held by All of Shareholders, etc. as Prescribed in Article 4, paragraph (3) of The Act)
Article 4 The percentage provided by Cabinet Office Ordinance as prescribed in Article 4, paragraph (3) of The Act shall be 50%.
(Financial Institutions Included in Bank, etc.)
Article 4-2 Financial institutions as provided by Cabinet Office Ordinance as prescribed in Article 4, paragraph (5) of the Act shall be the following:
(i) the Shoko Chukin Bank Limited
(ii) the Shinkin Bank Association
(iii) the Norinchukin Bank
(Application for Authorization of Reduction of Stated Capital Amount)
Article 5 A Bank, when intending to obtain an authorization for a reduction of stated capital amount pursuant to the provisions of Article 5, paragraph (3) of The Act, shall attach the following documents to said written application for authorization and submit them to the Commissioner of the Financial Services Agency, the Director General of Local Finance Bureau or Fukuoka Local Finance Branch Bureau (hereinafter referred to as "Commissioner of the Financial Services Agency, Etc."):
(i) a written statement of reasons;
(ii) a statement stating the method to reduce the amount of stated capital;
(iii) minutes of the shareholders meeting and other statements certifying that the necessary procedures were implemented;
(iv) the latest daily statement of accounts;
(v) when a public notice and demand (in the case that publication is made in a daily newspaper that publishes matters on current events or by electronic public notice in addition to the official gazette pursuant to the provisions of Article 449, paragraph (3) of the Companies Act, a public notice by these methods) pursuant to the provisions of paragraph (2) of the same Article is implemented or a creditor states an objection, a document certifying that the Bank performed the obligation or provided reasonable security to said creditor, entrusted reasonable assets with the purpose to provide said creditor with performance of the obligation, or that said creditor will not be prejudiced although the amount of said stated capital is reduced; and
(vi) in the case where a share certificate-issuing company consolidates shares, a document certifying that public notice was given pursuant to the provisions of Article 219, main clause of paragraph (1) of the Companies Act, or that share certificates for all said shares are not issued.
(Applications, etc., for Authorization of Change of Trade Name)
Article 6 (1) A Bank, when intending to obtain an authorization for change of trade name pursuant to the provisions of Article 6, paragraph (3) of The Act, shall attach the following documents to a written application for authorization and submit them to the Commissioner of the Financial Services Agency, Etc.:
(i) a written statement of reasons; and
(ii) minutes of the relevant shareholders meeting.
(2) The Commissioner of the Financial Services Agency, Etc., when an application for authorization is filed pursuant to the provisions of the preceding paragraph, shall examine whether the trade name pertaining to said application is not the same as or similar to the trade name of another Bank.
(Application, etc. for Authorization of Concurrent Holding of Positions by Directors, etc.)
Article 7 (1) A director (in the case of a company with committees, the executive officer; the same shall apply in the following paragraph) who engages in ordinary business of a Bank, pursuant to the provisions of Article 7, paragraph (1) of The Act, when intending to obtain an authorization with regard to engaging in ordinary business of another company, shall attach the following documents to an written application for authorization and submit them to the Commissioner of the Financial Services Agency, Etc. via said Bank:
(i) a written statement of reasons;
(ii) a resume;
(iii) a document stating the handling method of the ordinary business of the Bank and said other company;
(iv) a document stating transactions and other relationships between the Bank and said other company; and
(v) the articles of incorporation (including an equivalent document), the latest business report, balance sheet, profit and loss statement, and statement of changes in net assets of said other company, and other documents that provide the recent status of business, assets, and profit and loss of said other company.
(2) The Commissioner of the Financial Services Agency, Etc., when an application for authorization is filed pursuant to the provisions of the preceding paragraph, with regard to the director pertaining to said application that engages in ordinary business of a Bank, shall examine whether the concurrent holding of positions pertaining to said application may not cause any concern.
(Definitions, etc. of Business Office, etc.)
Article 8 (1) A business office as prescribed in Article 8, paragraphs (1) and (2) of The Act shall mean facilities or equipment (excluding portable equipment and equipment which is possessed or managed by a person other than the Bank; the same shall apply hereinafter) where a Bank carries out all or part of business listed in Article 10, each item of paragraph (1) of The Act.
(2) A head office as prescribed in Article 8, paragraph (1) of The Act shall mean a facility that supervises the business of a Bank and is registered as the head office.
(3) A branch office as prescribed in Article 8, paragraphs (1) and (2) of The Act shall mean a business office which belongs to a head office and a facility that carries out business of a Bank in the name of and under the account of said business office.
(4) A change of type as prescribed in Article 8, paragraphs (1) and (2) of The Act shall mean a change from a business office other than a head office (a head office as prescribed in paragraph (2); the same shall apply hereinafter) and a branch office (a branch office as prescribed in the preceding paragraph; the same shall apply hereinafter) of a Bank (hereinafter referred to as "Sub-Office") to a branch office, and from a branch office to a Sub-Office.
(Notification, etc. of Establishment, etc. of Business office, etc.)
Article 9 (1) Cases provided by Cabinet Office Ordinance as prescribed in Article 8, paragraph (1) of The Act shall be the following:
(i) in a case of establishing, changing the location, or abolition of a Sub-Office;
(ii) in cases where the location of a business office is changed due to extension or reconstruction or other compelling reason (limited to a case where it is obvious that the office will be located again in the location before the change);
(iii) in cases where a business office pertaining to a change of location as prescribed in the preceding item is located again in the location before the change; or
(2) A Bank, when intending to submit a notification of the establishment, change of location, change of type, or abolishment of a business office pursuant to the provisions of Article 8, paragraph (1) of The Act, shall attach a written statement of reasons and other documents stating matters found to be necessary by the Commissioner of the Financial Services Agency to the written notification and submit them to the Commissioner of the Financial Services Agency, Etc..
(Application, etc. for Authorization of Establishment, etc. of a Business office in a Foreign State)
Article 9-2 (1) A Bank, when intending to obtain an authorization for the establishment, change of type, or abolishment of a business office in a foreign state pursuant to the provisions of Article 8, paragraph (2) of The Act, shall attach the following documents to a written application for authorization and submit them to the Commissioner of the Financial Services Agency, Etc.:
(i) a written statement of reasons;
(ii) in the cases where matters to be authorized require a resolution by the shareholders meeting or board of directors, the minutes of the shareholders meeting or minutes of the board of directors meeting concerning the case (in the cases where it is deemed as there was a resolution by the board of directors pursuant to the provisions of Article 370 of the Companies Act, a document certifying that this case corresponds to said case; the same shall apply hereinafter);
(iii) in cases of changing the type of business office, a document stating the recent business status of said business office; and
(iv) other documents stating matters found to be necessary by the Commissioner of the Financial Services Agency.
(2) The Commissioner of the Financial Services Agency, Etc., when an application of authorization for establishment or change of type of a business office is filed pursuant to the preceding paragraph, shall examine whether it conforms to the following standards:
(i) except for cases where the establishment or change of type of said business office is found to contribute to ensuring the sound management of the Bank which filed said application, the condition of adequacy of equity capital of the Bank which filed said application shall correspond to an exception from the categories listed in the table of Article 1, paragraph (1) of the Order Providing the Classification, etc. Prescribed in Article 26, Paragraph (2) of the Banking Act (Ordinance of the General Administrative Agency of the Cabinet and the Ministry of Finance No. 39 of June 26, 2000) and the condition of adequacy of equity capital of the Bank which filed said application and its Subsidiary Company, etc. (which means a Subsidiary Company, etc., as prescribed in Article 14-2, item (ii) of The Act; the same shall apply in paragraph (2), item (i) of the following Article) shall correspond to an exception from the categories listed in the table of Article 1, paragraph (2) of the same Order;
(ii) in light of the system, etc., pertaining to business management of the Bank which filed said application, accurate, fair, and effective business of the Bank may be carried out; and
(iii) necessary crime prevention measures shall be taken by said business office and the information of customers shall be managed appropriately.
(3) Cases provided by Cabinet Office Ordinance as prescribed in Article 8, paragraph (2) of The Act shall be the following cases:
(i) in cases of establishing a Sub-Office (limited to a temporary or circuit-type facility, or unmanned equipment); or
(ii) in cases of abolishing a Sub-Office.
(4) The Commissioner of the Financial Services Agency, Etc., when an application is filed for authorization for abolishment of a business office pursuant to the provisions of paragraph (1), shall examine whether the abolishment may not cause substantial effects to the customers of said business office, such as transactions pertaining to a customer of said business office will be succeeded by another business office of the Bank which filed said application or other financial institution without any hindrance.
(Application, etc., for Authorization of Entrustment, etc., of an Agency, etc., to Conclude a Contract on the Acceptance of Deposits, etc., in a Foreign State)
Article 10 (1) A Bank, when intending to obtain an authorization to conclude a contract (hereinafter referred to as an "Entrustment Contract" in this Article) to entrust acts listed in Article 2, each item of paragraph (14) of The Act in a foreign state pursuant to the provisions of Article 8, paragraph (3) of The Act or to terminate said Entrustment Contract, shall attach the following documents to an written application for authorization and submit them to the Commissioner of the Financial Services Agency, Etc.:
(i) a written statement of reasons; and
(ii) other documents stating items found to be necessary by the Commissioner of the Financial Services Agency.
(2) The Commissioner of the Financial Services Agency, Etc., when an application is filed for authorization of conclusion of an Entrustment Contract pursuant to the preceding paragraph, shall examine whether it conforms to the following standards:
(i) except for cases where said Entrustment Contract is deemed to contribute to ensuring the sound management of the Bank which filed said application, the condition of adequacy of equity capital of the Bank which filed said application shall correspond to an exception from the categories listed in the table of Article 1, paragraph (1) of the Order Providing the Categories, etc., Prescribed in Article 26, Paragraph (2) of the Banking Act and the condition of adequacy of equity capital of the Bank which filed said application and its Subsidiary Company, etc. shall correspond to an exception from the categories listed in the table of Article 1, paragraph (2) of the same Order;
(ii) the other party of the said concluding Entrustment Contract (hereinafter referred to as a "Foreign Bank Agent" in this Article) shall satisfy all of the following requirements:
(a) the other party shall be a person who possesses a financial basis that is found to be necessary for carrying out the business (hereinafter referred to as "Entrusted Business" in this Article) pertaining to said Entrustment Contract;
(b) in light of such matters as its personnel structure, etc., the other party shall be a person who has the necessary ability for carrying out the Entrusted Business accurately, fairly, and efficiently, and who has social creditability; and
(c) the other party shall be a person who is not found to cause hindrance, with regard to carrying out the Entrusted Business appropriately and certainly, by carrying out other business;
(iii) the Bank which filed said application may take measures in order to secure sound and appropriate management of Entrusted Business with said Foreign Bank Agent.
(3) When examining whether the business conforms to the standards listed in item (ii) of the preceding paragraph, the business shall be considered with the matters listed in each item of Article 34-37.
(4) The Commissioner of the Financial Services Agency, Etc., when an application is filed for authorization of termination of an Entrustment Contract pursuant to the provisions of paragraph (1), shall examine whether the termination will not cause substantial effects to the customers of said Foreign Bank Agent, such as transactions pertaining to customers concerning the Entrusted Business of said Foreign Bank Agent will be succeeded to another business office of the Bank which filed said application or other financial institution without any hindrance.
Article 11 [deleted]
Chapter II Business
(Scope of Certificate of a Monetary Claim)
Article 12 Monetary claims indicated in the form of certificates provided by Cabinet Office Ordinance as prescribed in Article 10, paragraph (2), item (v) of The Act shall be as follows:
(i) a deposit certificate of negotiable deposits (which means a deposit with a due date for repayment, but without special provisions of non-assignment; the same shall apply in Article 13-5, paragraph (1), item (i));
(ii) commercial paper;
(iii) a housing mortgage certificate;
(iv) a certificate of beneficiary right to a loan claim trust
(iv)-2 a mortgage securities as prescribed in the Mortgage Corporations Act (Act No. 15 of 1931);
(v) a certificate of beneficiary right for the beneficiary right of a commodity investment as prescribed in Article 2, paragraph (6) of the Act on Control for Business Pertaining to Commodity Investment (Act No. 66 of 1991);
(vi) a security or certificate issued by a foreign juridical person that indicates a beneficiary right to trust for which a loan claim of a person, who carries out Banking Business or who carries out other monetary loans as its business, is entrusted or any other similar right; or
(vii) a security or certificate that indicates a right pertaining to the transactions as prescribed in Article 10, paragraph (2), items (xii) or (xiv) of The Act.
(Securities Equivalent to Specified Company Bonds)
Article 12-2 Those as provided by Cabinet Office Ordinance as a security prescribed in Article 10, paragraph (2), item (v)-2 of The Act shall be a security prescribed in Article 15-17, paragraph (1) of the Order for Enforcement of the Financial Instruments and Exchange Act (Act No. 321 of 1965) (with regard to the security prescribed in the same paragraph, limited to a security which has characteristics as listed in Article 2, paragraph (1), item (iv) or item (v) of the Financial Instruments and Exchange Act), and which assets subject to transfer as prescribed in Article 40, item (i) of the Cabinet Office Ordinance Concerning Financial Instruments Business, etc. (Cabinet Office Ordinance No. 52 of 2007) shall be a nominative monetary claim or a beneficiary right to the trust to which the nominative monetary claim is entrusted.
(Agency or Intermediary Service)
Article 13 Agency or intermediary service provided by Cabinet Office Ordinance as prescribed in Article 10, paragraph (2), item (viii) of The Act shall be the following:
(i) agency service or intermediary business (excluding a trust business (hereinafter referred to as "Trust Business") prescribed in Article 1, paragraph (1) of the Act on Provision (etc.) of Trust Business by Financial Institutions (Act No. 43 of 1943)) of a Bank, a long-term credit bank (which means a long-term credit bank prescribed in Article 2 of the Long-term Credit Bank Act (Act No. 187 of 1952); the same shall apply hereinafter), Shoko Chukin Bank Limited or Shinkin Bank, Credit Cooperatives, or Labor Bank (including a federation organized by these juridical persons);
(ii) agency service or intermediary credit business which is carried out by an agricultural cooperative (limited to a cooperative which carries out business as prescribed in Article 10, paragraph (1), item (ii) of the Agricultural Co-operative Act (Act No. 132 of 1947); the same shall apply hereinafter) or a federation of agricultural cooperatives (limited to a federation of agricultural cooperatives which carries out business as prescribed in Article 10, paragraph (1), item (iii) of the same Act; the same shall apply hereinafter) and which credit business is as prescribed in Article 11, paragraph (2) of the same Act (excluding a business pertaining to Trust Business); a credit business which is carried out by a fisheries cooperative (limited to a fisheries cooperative which carries out business as prescribed in Article 11, paragraph (1), item (iv) of the Fishery Cooperative Act (Act No. 242 of 1948); the same shall apply hereinafter), a federation of fisheries cooperatives (limited to a federation of fisheries cooperatives which carries out business as prescribed in Article 87, paragraph (1), item (iv) of the same Act; the same shall apply hereinafter), a fishery processing cooperative (limited to a fishery processing cooperative which carries out business as prescribed in Article 93, paragraph (1), item (ii) of the same Act; the same shall apply hereinafter), or a federation of fishery processing cooperatives (limited to a federation of fishery processing cooperatives which carries out business as prescribed in Article 97, paragraph (1), item (ii) of the same Act; the same shall apply hereinafter) and which credit business is prescribed in Article 54-2, paragraph (2) of the same Act (excluding a business pertaining to Trust Business); or business of the Norinchukin Bank (excluding a business pertaining to Trust Business);
(ii)-2 Agency or intermediary service for a fund transfer services (which means the fund transfer services prescribed in Article 2, paragraph (2) of the Payment Services Act (Act No. 59 of 2009); the same shall apply in the same item) operated by a fund transfer service provider (which means the fund transfer service provider prescribed in Article 2, paragraph (3) of the same Act; the same shall apply in Article 17-3, paragraph (2), item (i)-4).
(iii) agency services or as an intermediary of the following business of a trust company or a financial institution which carries out Trust Business (excluding business corresponding to that as listed in Article 11 of The Act):
(a) conclusion of a trust contract (excluding a trust contract pertaining to a trust as prescribed in Article 3, item (i) of the Order for Enforcement of the Act on Provision (etc.) of Trust Business by Financial Institutions (Cabinet Order No. 31 of 1993) and as prescribed in Article 3, paragraph (1), item (i) of the Ordinance for Enforcement of the Act on Provision (etc.) of Trust Business by Financial Institutions (Ministry of Finance Ordinance No. 16 of 1982);
(b) conclusion of a contract to accept entrustment of business as listed in each item of Article 1, paragraph (1) of the Act on Provision (etc.) of Trust Business by Financial Institutions (excluding business as listed in each item of Article 3 of the Order for Enforcement on Act on Provision (etc.) of Trust Business by Financial Institutions);
(iii)-2 agency service or as an intermediary of the conclusion of an investment advisory contract (which means an investment advisory contract as prescribed in Article 2, paragraph (8), item (xi) of the Financial Instruments and Exchange Act) or a discretionary investment contract (which means a discretionary investment contract as prescribed in item (xii), sub-item (b) of the same paragraph; the same shall apply hereinafter) of a financial instruments business operator or a registered financial institution (which means a registered financial institution as prescribed in Article 2, paragraph (11) of the same Act);
(iv) agency service or as an intermediary of a loan of an insurance corporation (which means an insurance corporation as prescribed in Article 2, paragraph (2) of the Insurance Business Act (Act No. 105 of 1995) and includes a foreign insurance corporation, etc. (hereinafter referred to as "Foreign Insurance Corporation, etc")as prescribed in paragraph (7) of the same Article);
(v) agency service or as an intermediary of the business of a juridical person for which its budget must obtain a resolution of the Diet, pursuant to the provisions of Acts, and who carries out financial business;
(vi) agency service or as an intermediary of a loan or other business concerning finance of a juridical person which is incorporated by a special Act and may entrust a part of its business to a Bank pursuant to the special Act (excluding agency service or as an intermediary as listed in the preceding item); or
(vii) other business equivalent to either agency service or as an intermediary of business listed in each of the preceding items and separately specified by the Commissioner of the Financial Services Agency.
(Agency or Intermediary Service of Business of a Foreign Bank)
Article 13-2 (1) Agency or intermediary service as provided by Cabinet Office Ordinance as prescribed in Article 10, paragraph (2), item (viii)-2 of the Act shall be an agency or intermediary service in the cases where a Bank prescribed in the following items performs the agency or intermediary service of the business (limited to the business (excluding business pertaining to agency or intermediary service and business for which a Bank may perform an agency or intermediary service pursuant to the provision of the same paragraphs (excluding items (viii) and (viii)-2) prescribed in paragraphs (1) and (2) of the same Article) of the persons listed in said items:
(i) a Foreign Bank that is a Subsidiary Company of a Bank;
(ii) a Foreign Bank of which a Subsidiary Company is a Bank;
(iii) a Foreign Bank that is a Subsidiary Company of a Bank Holding Company of which a Subsidiary Company is a Bank (excluding those listed in the preceding two items);
(iv) a Foreign Bank that is a Subsidiary Company, etc. of a Parent Company, etc. of which a Subsidiary Company is a Bank(excluding those listed in the preceding three items).
(2) Notwithstanding the provision of the preceding paragraph, an agency or intermediary service as provided by Cabinet Office Ordinance as prescribed in Article 10, paragraph (2), item (viii)-2, of the Act pertaining to a Foreign Bank Branch (which means a Foreign Bank Branch prescribed in Article 47, paragraph (2) of the Act; the same shall apply hereinafter) shall be an agency or intermediary service in the cases where a Foreign Bank Branch prescribed in the following items performs the agency or intermediary service of the business (limited to the business (excluding business pertaining to agency or intermediary service and business for which a Bank may perform agency or intermediary service pursuant to the provision of the same paragraphs (excluding items (viii) and (viii)-2)) prescribed in paragraphs (1) and (2) of the same Article)of the persons listed in said items:
(i) a Business Office in a Foreign State of a Foreign Bank to which a Foreign Bank Branch belongs (which means a Business Office in a Foreign State of a Foreign Bank prescribed in Article 47, paragraph (3) of the Act; the same shall apply hereinafter);
(ii) a Foreign Bank that is a Subsidiary Company, etc. of a Foreign Bank to which a Foreign Bank Branch belongs;
(iii) a Foreign Bank that is a Parent Company, etc., of which a Subsidiary Company, etc. is a Foreign Bank to which a Foreign Bank Branch belongs;
(iv) a Foreign Bank that is a Subsidiary Company, etc. of a Parent Company, etc., of which a Subsidiary Company, etc., is a Foreign Bank to which a Foreign Bank Branch belongs (excluding a Foreign Bank to which said Foreign Bank Branch belongs and those listed in the preceding two items).
(3) The term "Parent Company, etc." prescribed in the preceding two paragraphs means Juridical Persons, etc. holding voting rights exceeding 50% of the Voting Rights Held by All of the Shareholders, etc. of other Juridical Persons, etc. (which means Juridical Persons, etc. prescribed in Article 4-2, paragraph (2) of the Order; hereinafter the same shall apply in this paragraph). The term "Subsidiary Company, etc." prescribed in the preceding two paragraphs means other Juridical Persons, etc. of which voting rights exceeding 50% of the Voting Rights Held by All of the Shareholders, etc. are held by a Parent Company, etc. In this case, voting rights held by a Subsidiary Company, etc. shall be deemed as voting rights held by the Parent Company, etc. of said Subsidiary Company, etc.
(Derivative Transactions)
Article 13-2-2 Derivative transactions as provided by Cabinet Office Ordinance as prescribed in Article 10, paragraph (2), items (xii) and (xiii) of The Act shall be a derivative transaction as prescribed in Article 2, paragraph (20) of the Financial Instruments and Exchange Act (excluding a derivative transaction corresponding to the transaction of securities-related derivatives (which means the transaction of securities-related derivatives as prescribed in Article 28, paragraph (8), item (vi) of the same Act; the same shall apply hereinafter)).
(Financial Derivative Transactions)
Article 13-2-3 (1) Financial derivative transactions provided by Cabinet Office Ordinance as prescribed in Article 10, paragraph (2), item (xiv) of The Act shall be as follows:
(i) a transaction to promise mutual payment, with regard to a commodity for which the quantity is specified by the parties, based on the commodity market price stipulated between said parties, and other similar transactions (limited to the following transactions; hereinafter referred to as a "Commodity Derivative Transaction");
(a) a transaction settled by payment of the difference;
(b) a buying and selling transaction where parties agree to transfer between them a commodity and the consideration therefor that satisfies all of the following requirements:
(1) The buying and selling transaction does not result in the holding of the commodity pertaining to said transaction on the completion of the settlement. (1) The buying and selling transaction does not result in the holding of the commodity pertaining to said transaction on the completion of the settlement.
(2) The buying and selling transaction does not bear the risk that may arise in connection with the custody or transportation of the commodity pertaining to said transaction. (2) The buying and selling transaction does not bear the risk that may arise in connection with the custody or transportation of the commodity pertaining to said transaction.
(ii) a transaction to promise mutual payment, with regard to a carbon dioxide equivalent (which means a carbon dioxide equivalent as prescribed in Article 2, paragraph (6) of the Act on Promotion of Global Warming Countermeasures (Act No. 117 of 1998) and other similar substances; the same shall apply hereinafter) for which the quantity is stipulated by the parties, based on the market price of a carbon dioxide equivalent as stipulated between said parties and other similar transactions (limited to the following transactions); or
(a) a transaction settled by payment of the difference;
(b) a buying and selling transaction where parties agree to transfer between them a carbon dioxide equivalent quota and the consideration therefor and that does not result in the holding of the carbon dioxide equivalent quota pertaining to said buying and selling transaction on the completion of the settlement.
(iii) a transaction in which one party promises to grant other party a right that may affect a transaction as listed in the preceding two items between the parties by manifesting the intention of one party and the other party promises to pay compensation for this intention, and any other similar transaction.
(2) The transactions deemed as not having a risk of impairing the sound management of a Bank provided by Cabinet Office Ordinance as prescribed in Article 10, paragraph (2), item (xiv), of the Act shall be those listed in the items of the preceding paragraph.
(3) Those provided by Cabinet Office Ordinance as prescribed in Article 10, paragraph (2), item (xv) of The Act shall be intermediary, introducing brokerage, or agency services of over-the-counter commodity futures transactions as prescribed in Article 349, paragraph (1) of the Commodity Exchange Act (Act No. 239 of 1950).
(Acquisition, etc. of a Carbon Dioxide Equivalent Quota)
Article 13-2-4 Business as provided by Cabinet Office Ordinance as prescribed in Article 11, item (iv) of the Act shall be a business for conclusion of a contract concerning acquisition or transfer of a carbon dioxide equivalent quota, or for conducting intermediary, brokerage, or agency services.
(Provision of Information to Depositors, Etc.)
Article 13-3 (1) A Bank, in cases of providing information to Depositors, Etc. pursuant to the provisions of Article 12-2, paragraph (1) of The Act, shall follow the method listed below:
(i) clear indication of the interest rate on the principal deposit, etc. (which means a deposit, etc., as prescribed in Article 12-2, paragraph (1) of The Act; the same shall apply hereinafter);
(ii) clear indication of the fee pertaining to handling the deposit, etc.;
(iii) clear indication of the handling of a deposit, etc., which is subject to receive payment of insurance as prescribed in Article 53 of the Deposit Insurance Act (Act No. 34 of 1971);
(iv) an explanation corresponding to a request of Depositors, Etc. by using a document stating the following matters among information concerning the contents of financial instruments (hereinafter referred to as "Financial Instruments Information" in this Article) and its delivery:
(a) name (including aliases);
(b) scope of persons subject to acceptance;
(c) period of deposit (including an indication whether the deposit will be automatically renewed, or not);
(d) minimum amount of deposit, unit of deposit, and any other items concerning the deposit;
(e) method of repayment;
(f) method of establishing interest payments, payment method, calculation method, and other matters concerning interest;
(g) fees;
(h) matters concerning special provisions that may be added;
(i) handling the termination of the contract during the period of deposit (including the calculation methods of interest and fees);
(j) Matters prescribed below for the categories of cases set forth respectively therein:
1. In the cases where there exists a Designated Dispute Resolution Organization, the trade name or name of the Designated Dispute Resolution Organization, who is the other party to the Dispute Resolution Basic Contract, prescribed in Article 12-3, paragraph (1), item (i), of the Act, that said Bank takes a measure to conclude
2. In the cases where there does not exist any Designated Dispute Resolution Organization, the details of the complaint handling measures and the dispute resolution measure of said Bank prescribed in Article 12-3, paragraph (1), item (ii), of the Act; and
(k) any other matter that is found to serve as a reference concerning depositing a deposit, etc.;
(v) in cases of handling a financial instrument which does not guarantee the repayment of the full amount at expiry of the amount paid for the combination of the following items and the deposit, etc. at the time of depositing, a detailed explanation stating that the deposited amount is not guaranteed to be repaid in the full amount at expiry and any other detailed explanations concerning said financial instruments:
(a) a derivative transaction other than that which corresponds to transactions of securities-related derivatives among market derivative transactions (which means a market derivative transaction as prescribed in Article 2, paragraph (21) of the Financial Instruments and Exchange Act; the same shall apply hereinafter) or foreign market derivative transactions (which means a foreign market derivative transaction as prescribed in paragraph (23) of the same Article; the same shall apply hereinafter);
(b) a financial derivative transaction as prescribed in Article 10, paragraph (2), item (xiv) of The Act;
(c) a forward foreign exchange transaction;
(d) a transaction of securities-related derivatives (excluding a transaction listed in Article 2, paragraph (21), item (i) of the Financial Instruments and Exchange Act or a similar transaction in a foreign financial products market (which means a foreign financial products market as prescribed in paragraph (8), item (iii), (b) of the same Article; the same shall apply hereinafter) to that listed in paragraph (21), item (i) of the same Article); or
(e) a transaction listed in Article 2, paragraph (21), item (i) of the Financial Instruments and Exchange Act or a similar transaction in a foreign financial products market to that listed in the same item (limited to the securities listed in paragraph (1), items (i) and (ii) of the same Article and that is listed in items (iii) and (v) of the same paragraph (limited to securities that the national government guarantees for redemption of principal and interest payments) (which is referred to as a "National Government Bond Certificate, Etc." in Article 13-5, paragraph (1), item (ii); Article 14-11-27, paragraph (1), item (xiii), (e); and Article 34-53-12, paragraph (1), item (xiii), (e)), and securities listed in Article 2, paragraph (1), item (xvii) of the same Act pertaining to those which have characteristics as prescribed in item (i) of the same paragraph);
(vi) in the cases where the establishment method of an index to be the standard for establishing an interest rate of a floating rate deposit and interest rate are specified, appropriate provision of information concerning said standard, method, and interest.
(2) A Bank, in place of the delivery of a document pursuant to the provisions of item (iv) of the preceding paragraph, pursuant to the provisions of the following paragraph, may provide the Financial Instruments Information by electromagnetic means (which means electromagnetic means as prescribed in Article 20, paragraph (6) of The Act; the same shall apply hereinafter) after obtaining an approval of said Depositors, Etc. In this case, said Bank shall be deemed to have delivered said document.
(3) A Bank, when intending to provide Financial Instruments Information pursuant to the provisions of the preceding paragraph, shall present the type and contents of the following electromagnetic means to be used to said Depositors, Etc. and obtain an approval in writing or by electromagnetic means in advance:
(i) the method used by the Bank among the methods listed in each item of Article 19, paragraph (7); or
(ii) the method to record data in a file.
(4) A Bank that has obtained an approval pursuant to the provisions of the preceding paragraph, and after said Depositors, Etc. provides notification in writing or by electromagnetic means of not accepting the provision of information by using electromagnetic means, shall not provide Financial Instruments Information to said Depositor, Etc. by electromagnetic means; provided, however, that this shall not apply when said Depositor, Etc. provides an approval again pursuant to the provisions of the same paragraph.
(Provision of Information to the Owner of Specified Company Bonds, etc.)
Article 13-4 A Bank, in cases of handling specified company bonds (including a bond issued by an ordinary Bank as prescribed in Article 17-2, paragraph (1) of the Act on Financial Institutions' Merger and Conversion prior to revision (hereinafter referred to as "Act (prior to revision) on Merger and Conversion" in this Article) (including the cases where it is applied mutatis mutandis pursuant to the provisions of Article 24, paragraph (1), item (vii) of the Old (prior to revision) Act on Merger and Conversion; hereinafter the same shall apply in this Article) as prescribed in the provisions of Article 199 of the Act Concerning Development, etc., of Relevant Acts on Enforcement of the Companies Act (Act No. 87 of 2005) and which Bank is authorized pursuant to the provisions of Article 17-2, paragraph (1) of Old (prior to revision) Act on Merger and Conversion, and a bond issued by an ordinary Bank as prescribed in Article 17-2, paragraph (1) of the Act on Financial Institutions' Merger and Conversion prior to revision, as prescribed in the provisions of Article 168 of the Supplementary Provisions on Development, etc., of Relevant Acts for the Financial System Reform (Act No. 107 of 1998), which shall remain in force pursuant to the provisions of Article 169 of the same Supplementary Provisions, and which Bank is authorized pursuant to the provisions of Article 17-2, paragraph (1) of Act on Financial Institutions' Merger and Conversion prior to revision (limited to a financial institution ceasing to exist as prescribed in the same paragraph is a foreign exchange Bank)) according to the provisions of Article 8, paragraph (1) of the Act on Financial Institutions' Merger and Conversion (Act No. 86 of 1968) (including the cases where it is applied mutatis mutandis pursuant to Article 55, paragraph (4) of the same Act), shall provide information to a customer by a method equivalent to that prescribed in the preceding Article.
(Prevention of Misidentification of a Monetary claim, etc., and Deposit, etc.)
Article 13-5 (1) A Bank, when handling the following financial instruments, shall respond to the method of business and provide an explanation to a customer in order to prevent customers from misidentifying the financial instruments with deposits, etc., based on the knowledge, experience, condition of assets, and purpose for the transaction of the customer, and by delivering documents and other appropriate methods:
(i) a monetary claim as prescribed in Article 10, paragraph (2), item (v) of The Act (excluding a monetary claim that is indicated with a deposit certificate of negotiable deposit issued in Japan);
(ii) the securities as listed in Article 33, paragraph (2), items (i) to (iv) of the Financial Instruments and Exchange Act (excluding National Government Bond Certificate, Etc. and securities corresponding to those listed in the preceding item); or
(iii) an insurance contract of a person who engages in insurance business as prescribed in Article 2, paragraph (1) of the Insurance Business Act becomes an insurer.
(2) A Bank, when providing the explanation as prescribed in the preceding paragraph, shall explain the following matters (in the case of company bonds issued by said Bank (excluding short-term company bonds as listed in Article 10, paragraph (3), item (i) of The Act), excluding matters listed in items (iii) and (iv)):
(i) that the product shall not be a deposit, etc.;
(ii) that the product shall not be subject to receive payment of insurance as prescribed in Article 53 of the Deposit Insurance Act;
(iii) that repayment of the principal shall not be guaranteed;
(iv) the main subject matter of the contract; and
(v) any other matter that is found to serve as a reference concerning the prevention of misidentification as a deposit, etc.
(3) A Bank, when handling financial instruments listed in paragraph (1) at its business office, shall handle them at a specified counter and display the matters listed in items (i) to (iii) of the preceding paragraph at said counter for easy identification by customers.
(4) A Bank, when concluding a trust contract without agreement for compensation of principal based on the provisions of Article 10, paragraph (2), item (viii) of The Act or Article 12 of The Act, or conducting such an agency service or as an intermediary, shall conduct said business at a specified counter and display that the trust is without agreement for compensation of principal at said counter for easy identification by customers, and the Bank, when concluding a trust contract pertaining to a monetary trust without agreement for compensation of principal or conducting such an agency service or as an intermediary (excluding cases listed in each item of Article 78 of the Order for Enforcement of Trust Business Act (Cabinet Office Ordinance No. 107 of 2004)), shall explain the matters listed in each item of paragraph (2).
(Handling of Beneficiary Certificate, etc., by Renting a Site to an Investment trust management company, etc.)
Article 13-6 A Bank, when an investment trust management company or an asset management company (which means an asset management company as prescribed in Article 2, paragraph (19) of the Act on Securities Investment Trust and Securities Investment Corporations; the same shall apply hereinafter) handles mutual funds or beneficiary certificates, investment certificates, investment corporation bonds, or foreign mutual funds (hereinafter referred to as "Beneficiary Certificates, Etc.", in this Article) as prescribed in the same Act by using a portion of a business office of said Bank, shall clearly segment the location where the Bank handles deposits, etc., from the location where an investment trust management company or an asset management company handles Beneficiary Certificates, Etc., and shall take appropriate measures such as by not placing displays, etc., that may cause misidentification by customers.
(Prevention of Misidentification of a Bank as Another Person)
Article 13-6-2 A Bank, when engaging in its business by using a computer connected to a telecommunications line, shall take appropriate measures in order to prevent customers from misidentification of the said Bank as another person.
(Specified Transaction Account)
Article 13-6-3 (1) A Bank, in cases of implementing a specified transaction, when corresponding to all of the following requirements, shall establish a special account (hereinafter referred to as a "Specified Transaction Account") in order to conduct separate accounting of specified transactions and assets subject to specified transactions from other transactions and assets. In this case, this shall not preclude a Bank which does not correspond to any of said requirements or a Bank which does not correspond to all of said requirements from establishing a Specified Transaction Account:
(i) the largest amount among the total amount of financial instrument security account and sold financial instrument bond account during the term from the end of the business year prior to the end of latest business year (including the end of the latest interim period; hereinafter the same shall apply in this paragraph) to the end of the latest business year, shall be one hundred billion (100,000,000,000) yen or more and shall be the equivalent amount of 10% or more of total assets at the end of the business year prior to the end of the latest business year; or
(ii) the total amount of financial instrument security accounts and sold financial instrument bond accounts at the end of the latest business year shall be one hundred billion (100,000,000,000) yen or more, and shall be the equivalent amount of 10% of the total assets at the end of said business year.
(2) The term "specified transaction" as used in the preceding paragraph shall mean transactions other than those which correspond to transactions of securities-related derivatives and the following transactions among market derivative transactions and foreign market derivative transactions that the Bank conducts with the purpose of obtaining profit by using short-term fluctuation differences among markets, etc., pertaining to market price or other index (which is referred to as "Index" in paragraph (5)) of the interest rate, currency value, and financial instruments market (which means a financial instruments market as prescribed in Article 14 of the Financial Instruments and Exchange Act; the same shall apply hereinafter), or with the purpose to reduce loss that may be generated from transactions for said purpose, on the Bank's own account:
(i) buying or selling of securities (limited to the selling or buying of national government bonds, etc. (which means national government bonds, local government bonds, or government guaranteed bonds (a company bond or other bond for which the redemption of principal and interest payments are guaranteed by the national government); hereinafter the same shall apply in this Article), the securities listed in Article 2, paragraph (1), items (iv), (v), and (viii) of the Financial Instruments and Exchange Act (in cases of securities listed in items (iv) and (v) of the same paragraph, excluding those pertaining to short-term company bonds listed in Article 10, paragraph (3), item (i) of The Act, short-term company bonds listed in item (v) of the same paragraph, and specified short-term company bonds listed in item (vi) in the same paragraph; hereinafter referred to as "Specified Transaction Bonds" in this item), or securities or certificates issued by a foreign state or a foreign juridical person that have characteristics of national government bonds or Specified Transaction Bonds, and transactions listed in Article 28, paragraph (8), item (iii), (a) and item (iv), (a) of the Financial Instruments and Exchange Act) and transactions of securities-related derivatives (excluding transactions listed in item (iii), (a) and item (iv), (a) of the same paragraph, and those listed in items (xiv) and (xv));
(ii) acceptance of national government bonds, etc. (in cases, upon the issuance of national government bonds, etc., where there is no other person that acquires all or part of said national government bonds, etc., limited to a transaction concluding a contract to obtain the remainder portion; the same shall apply in paragraph (5));
(iii) acceptance of securities as prescribed in Article 15-17, paragraph (1), item (ii) of the Order for Enforcement of Financial Instruments and Exchange Act, and paragraph (3) of the same Article (hereinafter referred to as "Securities Corresponding To Assets" in this item and paragraph (5)) among securities listed in Article 2, paragraph (1), item (iv) of the Financial Instruments and Exchange Act (excluding those pertaining to specified short-term company bonds listed in Article 10, paragraph (3), item (vi) of The Act), securities listed in Article 2, paragraph (1), items (viii) and (xiii) of the Financial Instruments and Exchange Act, and securities listed in item (v) of the same paragraph (excluding those pertaining to short-term company bonds listed in Article 10, paragraph (3), item (i) of The Act, and short-term company bonds listed in item (v) of the same paragraph; hereinafter the same shall apply in this item), and securities listed in Article 2, paragraph (1), item (xvii) of the Financial Instruments and Exchange Act (in cases, upon the issuance of Securities Corresponding To Assets, where there is no other person that acquires all or part of said Securities Corresponding To Assets, limited to a transaction concluding a contract to obtain the remainder portion; the same shall apply in paragraph (5));
(iv) an acquisition or transfer of a monetary claim (limited to monetary claims indicated by certificates as listed in Article 12, items (i), (ii), (iv), (vi) or (vii), or yen-denominated Bankers' acceptance) (which means bills of exchange indicated by Japanese currency among those pertaining to trade that the Bank or other financial institution accepted));
(iv)-2 an acquisition or transfer of short-term company bonds, etc. (which means short-term company bonds, etc., as prescribed in Article 10, paragraph (3) of The Act; the same shall apply hereinafter);
(v) an over-the-counter derivative transaction (which means an over-the-counter derivative transaction as prescribed in Article 2, paragraph (22) of the Financial Instruments and Exchange Act; the same shall apply hereinafter) other than those corresponding to transactions of securities-related derivatives;
(vi) [deleted];
(vii) a forward foreign exchange transaction;
(viii) [deleted];
(ix) [deleted];
(x) a Commodity Derivative Transaction;
(xi) transactions as listed in Article 13-2-3, paragraph (1), item (ii);
(xii) [deleted];
(xiii) transactions as listed in Article 13-2-3, paragraph (1), item (iii);
(xiv) over-the-counter transactions of securities-related derivatives (which means over-the-counter transactions of securities-related derivatives as prescribed in Article 10, paragraph (10) of The Act) which may be engaged in pursuant to the provisions of paragraph (2), item (xvi) of the same Article;
(xv) selling or buying, or acceptance of securities pertaining to the business listed in Article 11, item (ii) of The Act, and transactions of securities-related derivatives;
(xvi) Acquisition or transfer of a carbon dioxide equivalent quota pertaining to the business listed in Article 11, item (iv) of the Act; or
(xvii) in addition to transactions listed in the preceding items, transactions similar to or having a close relationship with said transactions, market derivative transactions, and foreign market derivative transactions (excluding those corresponding to transactions of securities-related derivatives).
(3) A Bank which has established a Specified Transaction Account (hereinafter referred to as a "Bank With A Specified Transaction Account") shall not perform the following acts; however, this shall not apply in the cases where the Bank performs within the scope stated in the documents as listed in Article 35, paragraph (5), item (I), (e):
(i) transferring transactions or assets which are dealt with as being subject to a Specified Transaction Account, to an account other than a Specified Transaction Account; or
(ii) transferring transactions or assets other than transactions or assets which are dealt with as being subject to a Specified Transaction Account, to a Specified Transaction Account.
(4) Acts as stipulated in the preceding paragraph shall include transactions listed in paragraph (2), items (i) to (iv)-2 and item (xv) that are conducted between a Specified Transaction Account and other accounts (including transactions which are deemed to be a specified transaction pursuant to the provisions of item (xvii) of the same paragraph as a transaction similar to or having a close relationship with said transactions) within one Bank.
(5) A Bank With A Specified Transaction Account, with regard to calculations of the amount equivalent to profit or the amount equivalent to loss pertaining to unsettled specified transactions at the end of a business year, shall take the necessary measures in order to treat the accounting appropriately, such as specifying those amounts as specified in the following items in accordance with the transaction categories listed in said items:
(i) market derivative transactions and foreign market derivative transactions (excluding those corresponding to transactions of securities-related derivatives): the amount based on the difference to be settled when the transaction is deemed to be settled at the closing price on the closing date of the business year at the financial instruments exchange (which means a financial instruments exchange prescribed in Article 2, paragraph (16) of the Financial Instruments and Exchange Act; the same shall apply hereinafter) or a foreign financial instruments exchange, or the amount calculated by a reasonable method as equivalent to this;
(ii) over-the-counter derivative transactions (excluding transactions listed in Article 2, paragraph (22), items (iii), (iv), and (vi) of the Financial Instruments and Exchange Act and those corresponding to transactions of securities-related derivatives) and forward foreign exchange transactions: the promised amount to be settled between the parties by said transaction (in the cases where the amount is not fixed on the closing day of the business year, the amount calculated based on the prospective Index value) after discounting to the current value on the closing day of the business year by a reasonable method;
(iii) over-the-counter derivative transactions (excluding those corresponding to transactions of securities-related derivatives only for the transactions listed in Article 2, paragraph (22), items (iii) and (iv) of the Financial Instruments and Exchange Act) and transactions listed in Article 13-2-3, paragraph (1), item (iii): the promised amount to be settled between the parties by exercise of rights as the current value of the closing day of the business year of said transaction (in the cases where the amount is not fixed on the closing day of the business year, the amount calculated based on the prospective Index value), and the amount calculated by a reasonable method using the Index value pertaining to said exercise of rights on the closing day of the business year and the volatility of said prospective Index; or
(iv) selling or buying option bonds (in cases of the selling or buying of bonds with a right that a party may specify the settlement date and said right is not exercised within a certain period, which means a transaction to cancel said buying or selling contract), acceptance of national government bonds, etc., acceptance of Securities Corresponding To Assets, over-the-counter derivative transactions (excluding those corresponding to transactions as listed in the preceding two items), and Commodity Derivative Transactions: the amount calculated by a reasonable method that is equivalent to the amount listed in the preceding items.
(Entrustment, etc., of Receipt and Payment Services of Deposits)
Article 13-6-4 A Bank, in cases of entrusting services concerning receipt or payment of money pertaining to the business of a deposit or loan by using a cash dispenser or an automatic teller machine to a third person, shall entrust to a person specified separately by the Commissioner of the Financial Services Agency as a person who has experience with the business of maintenance of a cash dispenser or an automatic teller machine in order to prevent problems of said services (in cases when entrusting services concerning receipt or payment of money pertaining to the business of loans (excluding a contract which uses as security either a customer's deposit, etc. or national government bonds that a Bank received), excluding a person who engages in the duties specified separately by the Commissioner of the Financial Services Agency as its principal business), and shall undertake appropriate measures to prevent leakage of information concerning customers and to prevent the misidentification of said entrusted person with another person.
(Safety Management Measures, etc. of Individual customer Information)
Article 13-6-5 A Bank, in cases of entrusting the safety management of information concerning customers, who are individuals and handled by the Bank, the supervision of employees, and handling of said information, with regard to supervision of the entrusted person, shall take necessary and appropriate measures in order to prevent leakage, loss, or damage of said information.
(Handling of Debt-Paying Ability Information)
Article 13-6-6 A Bank shall take measures in order to ensure that information, which is provided by an institution (which means an institution that collects information concerning debt-paying ability of fund consumers and provides said information to a Bank) concerning credit information and is concerning the debt-paying ability of individual fund consumers, is not used for purposes other than investigation of debt-paying ability of the fund consumers.
(Handling of Special Nonpublic Information)
Article 13-6-7 A Bank shall take measures to ensure that information of race, creed, family origin, registered domicile, health and medical, or criminal records concerning a customer who is an individual and handled by the Bank, and other special nonpublic information (which means nonpublic information learned with respect to a matter handled by the person in the course of the person's business) are not used for purposes other than those for securing appropriate management of the business and other necessary purposes.
(Measures to Ensure Accurate Execution of Entrusted Business)
Article 13-6-8 A Bank, in cases of entrusting a third party with its business, shall take the following measures corresponding to the contents of said business:
(i) measures in order to entrust to a person who has the ability to execute said business accurately, fairly, and efficiently;
(ii) measures, by confirming performance of said business of the person who accepted entrustment of said business (hereinafter referred to as the "Trustee" in this Article) regularly or as needed, in order to provide necessary and appropriate supervision, etc. to the Trustee, such as inspecting whether the Trustee is executing said business accurately and requiring the Trustee to improve the business as needed;
(iii) measures necessary for responding to customer claims appropriately and immediately as pertaining to said business executed by the Trustee;
(iv) in cases of a situation in which the Trustee may not execute said business appropriately, measures in order to prevent problems with the protection of customers pertaining to said business, such as immediately entrusting said business to another appropriate third person; or
(v) in the cases where it is necessary to ensure the sound and appropriate business of the Bank and to promote protection of customers pertaining to said business, measures in order to take the necessary measures, such as for amending or for cancellation of a contract pertaining to entrustment of said business.
(Internal Regulations, etc.)
Article 13-7 A Bank, in accordance with the content and method of its business, shall stipulate internal regulations, etc. (which means internal regulations and those equivalent; the same shall apply hereinafter) concerning measures in order to provide to customers an explanation of material matters in consideration of a customer's knowledge, experience, status of assets, and purposes of a transaction and other measures in order to secure sound and appropriate business management (including the explanation of financial instruments, transactions, and their risks and measures taken by said Bank as prescribed in Article 12-3, paragraph (1), of the Act by delivery of documents and other appropriate methods, and measures to prevent crime), and shall develop a sufficient system to manage its business based on training employees and other said internal regulations, etc.
(Complaint Handling Measures and Dispute Resolution Measures Pertaining to Banking Services)
Article 13-8 (1) The measures provided by Cabinet Office Ordinance as complaint handling measures as prescribed in Article 12-3, paragraph (1), item (ii), of the Act shall be any of the following items:
(i) to take all of the following measures:
(a) to develop a business operation system allowing the bank to fairly and appropriately carry out operations pertaining to the handling of Complaints Pertaining to Banking Services (which means Complaints Pertaining to Banking Services prescribed in Article 2, paragraph (19) of the Act; hereinafter the same shall apply in this paragraph and paragraph (3));
(b) to develop internal regulations to fairly and appropriately carry out operations pertaining to the handling of Complaints Pertaining to Banking Services (limited to those including a regulation that clarifies the sharing of responsibility in the company for said operations);
(c) to make where to address Complaints Pertaining to Banking Services well known to the customers and publicize the business operation system in (a) and the internal regulations in (b).
(ii) to handle Complaints Pertaining to Banking Services through complaints handling made by a Financial Instruments Firms Association (which means the Authorized Financial Instruments Firms Association prescribed in Article 2, paragraph (13) of the Financial Instruments and Exchange Act or the Authorized Financial Instruments Firms Association prescribed in Article 78, paragraph (2) of the same Act; the same shall apply in the following paragraph, item (i)) or a Certified Investor Protection Organization (which means a Certified Investor Protection Organization prescribed in Article 79-10, paragraph (1), of the same Act; hereinafter the same shall apply) pursuant to Article 77, paragraph (1), of the Financial Instruments and Exchange Act (including cases where it is applied mutatis mutandis pursuant to Articles 78-6 and 79-12 of the same Act);
(iii) to handle Complaints Pertaining to Banking Services through the mediation prescribed in Article 19, paragraph (1) or Article 25 of the Consumer Basic Act (Act No. 78 of 1968);
(iv) to handle Complaints Pertaining to Banking Services through the complaint handling procedure performed by a person who received any of the designation listed in the items of Article 16-9 of the Act;
(v) to handle Complaints Pertaining to Banking Services through a complaint handling procedure performed by a Juridical Person who has financial basis and personnel structure that are sufficient to fairly and appropriately carry out operations pertaining to the handling of Complaints Pertaining to Banking Services (which means the Juridical Person prescribed in Article 52-62, paragraph (1), item (i) of the Act; the same shall apply in item (v) of the following paragraph).
(2) The measure provided by Cabinet Office Ordinance as prescribed in Article 12-3, paragraph (1), item (ii), of the Act shall be any of the following items:
(i) to resolve Disputes Pertaining to Banking Services (which means the Disputes Pertaining to Banking Services prescribed in Article 2, paragraph (20) of the Act; hereinafter the same shall apply in this Article) through the mediation (which means the mediation prescribed in Article 77-2, paragraph (1) of the Financial Instruments and Exchange Act (including the cases where it is applied mutatis mutandis pursuant to Articles 78-7 and Article 79-13 of the same Act)) offered by a Financial Instruments Firms Association or Certified Investor Protection Organization;
(ii) to resolve Disputes Pertaining to Banking Services through mediation by an organization prescribed in the articles of association prescribed in Article 33, paragraph (1), of the Attorney Act (Act No. 205 of 1949) or a regulation prescribed in said articles of association or through an arbitration procedure at said organization;
(iii) to resolve Disputes Pertaining to Banking Services through mediation prescribed in Article 19, paragraph (1) or Article 25 of the Consumer Basic Act or through settlement by agreement prescribed in the same Article;
(iv) to resolve Disputes Pertaining to Banking Services through a procedure for resolving disputes performed by a person who received any of the designation listed in the items of Article 16-9 of the Order;
(v) to resolve Disputes Pertaining to Banking Services through a procedure for resolving disputes performed by a Juridical Person having financial basis and personnel structure sufficient to fairly and appropriately carry out operations pertaining to the resolution of Disputes Pertaining to Banking Services.
(3) Notwithstanding the provision of the preceding two paragraphs (limited to paragraph (1), item (v) and item (v) of the preceding paragraph), a Bank shall not handle Complaints Pertaining to Banking Services or resolve Disputes Pertaining to Banking Services through a procedure performed by a Juridical Person who falls under any of the following items:
(i) a Juridical Person who was sentenced to a fine pursuant to the provisions of the Act or the Attorney Act and for whom five (5) years have not passed from the date when such person completed or was relieved from the execution of the sentence.
(ii) a Juridical Person whose designation pursuant to the provision of Article 52-62, paragraph (1) of the Act was rescinded pursuant to the provision of Article 52-84, paragraph (1) of the Act and for whom five (5) years have not passed from the date of such rescission or a Juridical Person whose designation listed in any of the items of Article 16-9 of the Order was rescinded and for whom five (5) years have not passed from the date of such rescission;
(iii) a Juridical Person, any of whose officers in charge of its business (when the officer is a Juridical Person, including a person who is in charge of its business; hereinafter the same shall apply in this item) falls under any of the following:
(a) a person who was sentenced to imprisonment without work or a severer punishment or sentenced to punishment pursuant to the provision of the Act or the Attorney Act and for whom five (5) years have not passed from the date when such person completed or was relieved from the execution of the sentence;
(b) a person who, at a Juridical Person whose designation pursuant to the provision of Article 52-62, paragraph (1) of the Act was rescinded pursuant to the provision of Article 52-84, paragraph (1) of the Act, was an officer of such Juridical person within one (1) month prior to the date of such recession and for whom five (5) years have not passed from the date of such rescission or a person who, at a Juridical Person whose designation listed in any of the items of Article 16-9 of the Order was rescinded, was an officer within one (1) month prior to the date of such rescission and for whom five (5) years have not passed from the date of such rescission .
(Granting of Credit, etc., to One and the Same Person)
Article 14 (1) Matters as provided by Cabinet Office Ordinance as a loan prescribed in Article 4, paragraph (4), item (i) of The Order shall be recorded in a loan account of a balance sheet (hereinafter referred to as "Balance Sheet" in this Article) as prescribed in item (iii) of the appended form (in the case of a Bank With A Specified Transaction Account, item (iii)-2 of the appended form; in the case of a branch office of a Foreign Bank item (iv) of the appended form (in the case corresponding to a case listed in Article 35, paragraph (1), item (xviii) and that of a Branch Office Of A Foreign Bank that submitted a notification pursuant to the provisions of Article 53 of The Act (hereinafter referred to as "Branch Office Of A Foreign Bank That Submitted Notification Of A Specified Transaction Account"), item (iv)-2 of the appended form)) among the loans of funds or discounts of negotiable instruments.
(2) Those matters as provided by Cabinet Office Ordinance as a guarantee of obligations prescribed in Article 4, paragraph (4), item (ii) of The Order shall be recorded in the guarantee endorsements account of the Balance Sheet.
(3) Those matters as provided by Cabinet Office Ordinance as a contribution as prescribed in Article 4, paragraph (4), item (iii) of The Order shall be recorded as shares or contributions (including rights presented on securities or certificates issued by a foreign juridical person that has the nature of shares or a contribution) in the securities account of the Balance Sheet.
(4) Those matters as provided by Cabinet Office Ordinance as prescribed in Article 4, paragraph (4), item (iv) of The Order shall be the following:
(i) holding of company bonds, among those recorded as company bonds in the securities account item of the Balance Sheet, of which the solicitation of an offer for acquisition of the company bonds at the time of issuance corresponded to a private placement of securities as prescribed in Article 2, paragraph (3) of the Financial Instruments and Exchange Act;
(ii) among the matters recorded as company bonds in the securities account of the Balance Sheet, those other than holdings of company bonds as listed in the preceding item;
(iii) those matters recorded as a promissory note, as prescribed in Article 2, paragraph (1), item (xv) of the Financial Instruments and Exchange Act (referred to as "Promissory Note" in the following item), in the monetary claims purchased account of the Balance Sheet;
(iv) those items recorded as a Promissory Note or as short-term company bonds, etc. in a Specified Transaction Account of the Balance Sheet; or
(v) those matters calculated as the granting of credit pertaining to a derivative transaction in accordance with standards specified by the Commissioner of the Financial Services Agency.
(Necessary Matters Concerning Application of the Provisions of Article 13, Paragraph (1) of The Act)
Article 14-2 (1) The amount (which is referred to as the "Total Amount Of Non-Consolidated Credit Granting, Etc." in Article 14-5, paragraph (2) of The Act) of granting of credit, etc. to one and the same person of a Bank as prescribed in Article 13, main clause of paragraph (1) of The Act (which means granting of credit, etc., as prescribed in the main clause of the same paragraph; hereinafter the same shall apply in this Article to Article 14-6) shall be calculated by deducting from the total amount of granting of credit, etc. that is recorded or calculated pursuant to the provisions of each paragraph of the preceding Article pertaining to one and the same person, the total amount as listed in the following items pertaining to said one and the same person:
(i) total amount of the following amount pertaining to a loan as prescribed in paragraph (1) of the preceding Article:
(a) among the amount of loans secured by claims pertaining to a deposit, etc. of said Bank, the amount of said security;
(b) among the amount of loans secured by national government bonds or local government bonds, the amount of said security;
(c) among the amount of loans secured by a claim to an insured payment of export credit insurance as prescribed in Article 30, paragraph (2) of the Trade and Investment Insurance Act (Act No. 67 of 1950), the amount of said security, or among the amount of loans insured by Overseas United Loan Insurance as prescribed in Article 54, paragraph (2) of the same Act, the amount of said insurance payment;
(d) the amount of loans (limited to those for which maturity of payment occurs within six (6) months after the receipt of shipping documents pertaining to goods) in Japanese currency pertaining to settlement of the price of said goods (including transportation cost or insurance premiums pertaining to said goods) to an importer of said goods; and
(e) among the amount of loans for which debt is guaranteed by a credit guarantee corporation and said guarantee is insured by the Japan Finance Corporation, the amount of said insurance payment;
(ii) total amount of the following amount pertaining to debt guarantees as prescribed in paragraph (2) of the preceding Article:
(a) the amount of debt guarantees associated with agency service of business of a juridical person for which a budget must obtain a resolution of the Diet or obtain an approval, pursuant to the provisions of the Acts;
(b) the amount of discounting or endorsement of negotiable instruments which shall be paid by a Bank or other financial institution;
(c) the amount of guarantees for security, etc. of deferred collection or deferred payment of national tax or local tax;
(d) the amount of guarantees or acceptances of negotiable instruments associated with import transactions; and
(e) among the amount of guarantees insured with Overseas United Loan Insurance as prescribed in Article 54, paragraph (2) of the Trade and Investment Insurance Act, the amount of said insurance payment;
(iii) in the cases where shares or contributions as prescribed in paragraph (3) of the preceding Article are other securities as prescribed in Article 8, paragraph (22) of The Order of Financial Statements, Etc. and the amount recorded in the balance sheet exceeds book value, the difference between said balance sheet amount and book value;
(iv) the amount equivalent to debt guarantees of a credit guarantee corporation pertaining to company bonds as prescribed in paragraph (4), item (i) of the preceding Article (limited to, among the amount of said guarantees insured by the Japan Finance Corporation, the amount equivalent to said insurance payment);
(v) total amount of the following amounts pertaining to those matters as prescribed in paragraph (4), items (i) to (iv) of the preceding Article:
(a) among those matters secured by a claim pertaining to a deposit, etc. of said Bank, the amount of said security; and
(b) among those matters secured by national government bonds or local government bonds, the amount of said security;
(vi) the amount of matters specified by the Commissioner of the Financial Services Agency as those matters equivalent to an amount as listed in each preceding item.
(2) The amount of equity capital as prescribed in Article 13, main clause of paragraph (1) of The Act shall be the amount of equity capital calculated in accordance with the standards listed in Article 14-2, item (i) of The Act to which the amount of necessary adjustments are added pursuant to as specified by the Commissioner of the Financial Services Agency.
(3) A Bank, in whatever name it is performed, shall not transact or act in order to evade the prohibitions pursuant to the provisions of Article 13, main clause of paragraph (1) of The Act.
(Cases with a Compelling reason for Exceeding a Limit of Granting of Credit, etc.)
Article 14-3 (1) Business especially urgent for the national economy as provided by Cabinet Office Ordinance as prescribed in Article 4, paragraph (7), item (ii) of The Order shall be the following business:
(i) general electricity business as prescribed in Article 2, paragraph (1), item (i) of the Electricity Business Act (Act No. 170 of 1964); and
(ii) business to purchase claims from a financial institution that is conducted by a purchasing company of claims secured by real property, which company has jointly contributed capital and was incorporated by financial institutions, in order to contribute to sound and appropriate management of financial institutions with the purpose of the facilitation of financing.
(2) Reasons as provided by Cabinet Office Ordinance as prescribed in Article 4, paragraph (7), item (iv) of The Order shall be the following:
(i) said Bank obtains an approval as specified in Article 61, paragraph (1) of the Deposit Insurance Act or mediation as specified in Article 62, paragraph (1) of the same Act, and then conducts a merger, etc., as prescribed in Article 59, paragraph (2) of the same Act;
(ii) the amount of equity capital is reduced temporarily due to reduction of stated capital of said Bank (limited to the cases where states that the exceeded limit of granting of credit, etc. due to a capital increase, etc. is to be immediately resolved); and
(iii) other matters found to be appropriate as equivalent to the preceding two items by the Commissioner of the Financial Services Agency.
(3) A Bank, when intending to obtain an approval for the amount of granting of credit, etc. to one and the same person pursuant to Article 13, proviso of paragraph (1) of The Act that exceeds the limit of granting of credit, etc., as prescribed in the main clause of the same paragraph, shall attach the following documents to the written application for approval and submit them to the Commissioner of the Financial Services Agency, Etc..:
(i) a written statement of reasons;
(ii) a document stating the financial plan of the person who is to obtain granting of credit, etc.; and
(iii) other documents stating matters found to be necessary by the Commissioner of the Financial Services Agency.
(Person Who has a Special Relationship with Said Bank)
Article 14-4 A person who has a special relationship as provided by Cabinet Office Ordinance with said Bank as prescribed in Article 13, first sentence of paragraph (2) of The Act shall be a Subsidiary, Etc. (which means a Subsidiary, Etc., as prescribed in Article 4-2, paragraph (2) of The Order; hereinafter the same shall apply in this Chapter, Article 21, Article 34-32, and Article 35, paragraph (1)) and a Relevant Juridical Person, Etc. (which means a Relevant Juridical Person, Etc., as prescribed in Article 4-2, paragraph (3) of The Order; the same shall apply hereinafter in this Chapter) of said Bank.
(Necessary Matters Concerning Application of Provisions of Article 13, Paragraph (2) of The Act)
Article 14-5 (1) The amount of granting of credit, etc., to said Bank and said Subsidiary Company, Etc., or one and the same person of a Subsidiary Company, Etc., as prescribed in Article 13, first sentence of paragraph (2) of The Act shall be calculated by deducting from the total amount of the consolidated granting of credit, etc., the amount subject to the adjustment pertaining to said one and the same person.
(2) The term "total amount of the consolidated granting of credit, etc." as prescribed in the preceding paragraph shall mean the total amount of the amounts as listed in each of the following items:
(i) Total Amount Of Non-Consolidated Credit Granting, Etc. calculated pursuant to the provisions of Article 14-2, paragraph (1) with regard to said Bank; and
(ii) total amount of granting of credit, etc. calculated with regard to each Subsidiary, Etc. and each Relevant Juridical Person, Etc. of said Bank, pursuant to examples in the provisions of Article 14-2, paragraph (1).
(3) The term "amount subject to adjustment" as prescribed in paragraph (1) shall mean the amount secured by said Bank or other Subsidiary Company, Etc., among the amount of loans provided by said Subsidiary Company, Etc. (which means a Subsidiary Company, Etc., as prescribed in Article 13, first sentence of paragraph (2) of The Act; hereinafter the same shall apply in this Article) and other amounts as specified by the Commissioner of the Financial Services Agency.
(4) Net total amount of equity capital as prescribed in Article 13, first sentence of paragraph (2) of The Act shall be the amount of equity capital calculated in accordance with the standards listed in Article 14-2, item (ii) of The Act to which the amount of necessary adjustments are added pursuant to as specified by the Commissioner of the Financial Services Agency.
(5) A Bank, in whatever name it is performed, shall not transact or act in order to evade the prohibitions pursuant to the provisions of Article 13, the first sentence of paragraph (1) of The Act.
(Cases with a Compelling reason for Exceeding the Consolidated Limit of Granting of Credit, etc.)
Article 14-6 (1) The provisions of Article 14-3, paragraph (2) shall apply mutatis mutandis to reasons as provided by Cabinet Office Ordinance as prescribed in Article 4, paragraph (10), item (v) of The Order (including the cases where it is applied mutatis mutandis pursuant to Article 16-2-2, paragraph (5) of The Order). In this case, the term "said Bank" in Article 14-3, paragraph (2), items (i) and (ii) shall be deemed to be replaced with "said Bank or its Subsidiary Company, Etc."; the term "amount of equity capital" in item (ii) of the same paragraph shall be deemed to be replaced with "net total amount of equity capital"; and the term "limit of granting of credit, etc." in the same item shall be deemed to be replaced with "consolidated limit of granting of credit, etc."
(2) A Bank, when intending to obtain an approval pursuant to the provisions of Article 13, proviso of paragraph (1) of The Act, as applied mutatis mutandis pursuant to paragraph (2), second sentence of the same Article, for the total amount of granting of credit, etc. to said Bank and said Subsidiary Company, Etc. or one and the same person of said Subsidiary Company, Etc., exceeds the consolidated limit of granting of credit, etc., as prescribed in the first sentence of paragraph (2) of the same Article, shall attach the documents as listed in each item of Article 14-3, paragraph (3) to a written application for approval and submit them to the Commissioner of the Financial Services Agency, Etc..
(A Specified Relevant Person of a Bank)
Article 14-7 (1) A person as provided by Cabinet Office Ordinance as prescribed in Article 4-2, paragraph (2) of The Order shall be juridical person, etc. (which means a juridical person, etc. as prescribed in the same paragraph; hereinafter the same shall apply in this Article) as listed in the following items; provided, however, that this shall not apply in cases where it is obvious, from the perspective of the relationship of finance, operation, or business, that the person does not control the decision-making organization (which means a decision-making organization as prescribed in the same paragraph; hereinafter the same shall apply in this paragraph) of the other juridical person, etc.:
(i) a juridical person, etc. that holds majority voting rights of the other juridical person, etc. (excluding another juridical person, etc. granted an order for commencement of Bankruptcy proceedings, an order for commencement of rehabilitation proceedings, or an order for commencement of corporate reorganization proceedings, and other juridical person, etc., equivalent to the above and for which it is found that effective control and a relationship of subjugation does not exist; hereinafter the same shall apply in this paragraph) under its own account;
(ii) a juridical person, etc. that holds voting rights of another juridical person, etc. of 40% or more and 50% or less under its own account and that corresponds to any of the following requirements:
(a) total voting rights that are held by said juridical person, etc. under its own account and held by a person, who is found to exercise voting rights with an identical content to the intention of said juridical person, etc. due to having a close relationship with said juridical person, etc. with regard to a contribution, personnel affairs, funds, technologies, transactions, etc., and by a person, who consents to the exercise of one and the same content of voting right as the intention of said juridical person, etc., shall be a majority of voting rights of said other juridical person, etc.;
(b) persons, who are officers, members or employees performing business of said juridical person, etc., or any person formerly assigned to these positions, and for whom said juridical person, etc., may affect the decision of policies of finance and operation or business of said other juridical person, etc., shall be a majority of members of the board of directors or other equivalent organization of said other juridical person, etc.;
(c) a contract, etc. that controls the decision of material policies of finance and operation or business of said other juridical person, etc., exists between said juridical person, etc. and said other juridical person, etc.;
(d) said juridical person, etc. finances (including a debt guarantee and provisions of security; hereinafter the same shall apply in this Article) a majority of the total amount of financing (limited to that which is recorded in the liabilities of the balance sheet) of said other juridical person, etc. (including the cases where the total amount of financing provided by a person, who has a close relationship with said juridical person, etc., with regard to a contribution, personnel affairs, funds, technologies, transactions, etc., shall be a majority of the total amount of financing); and
(e) other fact can be conjectured that control of the decision-making organization of said other juridical person, etc., by said juridical person, etc., exists;
(iii) a juridical person, etc., in the cases where total voting rights that are held by said juridical person, etc. under its own account and held by a person, who is found to exercise voting rights with an identical content to the intention of said juridical person, etc. due to having a close relationship with said juridical person, etc. with regard to a contribution, personnel affairs, funds, technologies, transactions, etc., and by a person, who consents to the exercise of one and the same content of voting rights as the intention of said juridical person, etc., shall be a majority of voting rights of said other juridical person, etc. (including the cases where said juridical person, etc., does not hold voting rights under its own account), and corresponding to any of the requirements listed in (b) to (e) of the preceding item.
(2) Matters as provided by Cabinet Office Ordinance as prescribed in Article 4-2, paragraph (3) of The Order shall be as listed in the following items; however, this shall not apply when it is found to be obvious, from the perspective of the relationship of finance, operation or business, that a juridical person, etc. (including a Subsidiary, Etc. of said juridical person, etc.) may not have a material effect on decisions of policies of finance and operation or business of another juridical person, etc., other than a Subsidiary, Etc.:
(i) in the cases where a juridical person, etc. (including a Subsidiary, Etc. of said juridical person, etc.) holds 20% or more of voting rights of another juridical person other than a Subsidiary, Etc. (excluding a person who is another juridical person, etc., other than a Subsidiary, Etc., granted an order for commencement of Bankruptcy proceedings, an order for commencement of rehabilitation proceedings, or an order for commencement of corporate reorganization proceedings, or other juridical person, etc. other than a Subsidiary, Etc. equivalent to the above, and it is found that said juridical person, etc. may not have a material effect on a decision of policies of finance and operation or business; hereinafter the same shall apply in this paragraph) under its own account, said other juridical person, etc., other than a Subsidiary, Etc.;
(ii) in the case that a juridical person, etc. (including a Subsidiary, Etc. of said juridical person, etc.) holds voting rights of other juridical person, etc. other than a Subsidiary, Etc. of 15% or more and less than 20% under its own account, the other said juridical person, etc. other than a Subsidiary, Etc., who corresponds to any of the following requirements:
(a) persons, who are officers, members or employees performing business of said juridical person, etc., or any person formerly assigned to one of these positions, and to whom said juridical person, etc., may affect the decision of policies of its finance and operation or business, shall be assumed to be its representative director, other director or any position equivalent to the above;
(b) a person who is granted material financing by said juridical person, etc.;
(c) a person who is provided material technology by said juridical person, etc.;
(d) a person who carries out a material sale, procurement, or other transactions concerning its operation or business between said juridical person, etc.; or
(e) other fact can be conjectured that control by another said juridical person, etc. exists that may have a material effect on the decision on policies of its finance and operation or business.
(iii) another juridical person, etc. other than a Subsidiary, Etc., in the cases where total voting rights that are held by a juridical person, etc. (including a Subsidiary, Etc. of said juridical person, etc.) under its own account and held by a person, who is found to exercise voting rights with an identical content to the intention of said juridical person, etc. due to having a close relationship with said juridical person, etc. with regard to a contribution, personnel affairs, funds, technologies, transactions, etc., and by a person, who consents to the exercise of one and the same content of voting rights as the intention of said juridical person, etc., shall be 20% or more of voting rights of said other juridical person, etc. other than a Subsidiary, Etc. (including the cases where said juridical person, etc. does not hold voting rights under its own account), and corresponding to any of the requirements listed in (b) through (e) of the preceding item.
(3) With regard to a special purpose company (which means a specified purpose company as prescribed in Article 2, paragraph (3) of the Act on Securitization of Assets (Act No. 105 of 1998) and a business entity that carries out a business similar to the specified purpose company for which a change of content of business is restricted; hereinafter the same shall apply in this paragraph), when it is incorporated with a purpose to provide an enjoyment of profit generated from an asset that was accepted at a proper value by an owner (including a creditor pertaining to specified purpose borrowing as prescribed in Article 2, paragraph (12) of the same Act) of securities issued by said special purpose company and when the business of said special purpose company is carried out appropriately in accordance with the purpose, the special purpose company shall be deemed to be independent from a contributory to said special purpose company and a juridical person, etc. (hereinafter referred to as "Contributory, Etc." in this paragraph) who transferred its assets to said special purpose company, and, notwithstanding the provisions of paragraph (1), shall be presumed not to correspond to a Subsidiary, Etc., of the Contributory, Etc.
(Compelling reason for Carrying Out Transactions, etc., with a Specified Relevant Person)
Article 14-8 Compelling reasons as provided by Cabinet Office Ordinance as prescribed in the proviso of Article 13-2 of The Act shall be the following reasons:
(i) in the cases where said Bank, in light of ordinary conditions of transactions of said Bank, carries out transactions or acts that provide a disadvantage to said Bank with a specified financial institution (which means a bankrupt financial institution (which means a bankrupt financial institution as prescribed in Article 2, paragraph (4) of the Deposit Insurance Act; hereinafter the same shall apply in this item) and a financial institution that succeeds to all or part of the rights and obligations of a bankrupt financial institution) that corresponds to a specified relevant person (which means a specified relevant person as prescribed in the main clause of Article 13-2 of The Act) of said Bank, if said transaction or act is not carried out, it is likely to generate problems with the continuing operation or business of said specified financial institution;
(ii) in the cases where said Bank holds a Foreign Bank as a Subsidiary, Etc. or a Relevant Juridical Person, Etc. of said Bank (limited to cases where there is a compelling reason that said Bank may not establish a branch office or other business office in a state where said Foreign Bank is located), if said Bank does not carry out a transaction or an act under the same conditions as a transaction or an act that is carried out between the head office and a branch office or other business office of said Bank, with said Foreign Bank, it is likely to generate problems with continuing operations or business of said Foreign Bank; or
(iii) in the cases where said Bank carries out a transaction or an act that provides a disadvantage to said Bank, in light of ordinary conditions of a transaction of said Bank, based on a plan for reasonable management improvement with the specified relevant person, which business situation has been worsening, of said Bank, said transaction or act is estimated to be necessary and essential for improving management of said specified relevant person; or
(iv) in addition to matters as listed in the preceding three items, with regard to the cases where said Bank carries out a transaction or act that provides a disadvantage to said Bank in light of ordinary conditions of a transaction of said Bank with its specified relevant person, the case corresponds to cases where it is specified as a necessary matter by the Commissioner of the Financial Services Agency in advance.
(Application, etc. of Approval for Transactions, etc. with a Specified Relevant Person)
Article 14-9 (1) A Bank, when intending to obtain an approval pursuant to the provisions of the proviso of Article 13-2 of The Act, shall attach a written statement of reasons and other documents stating matters found to be necessary by the Commissioner of the Financial Services Agency to the written application for approval and submit them to the Commissioner of the Financial Services Agency, Etc.
(2) The Commissioner of the Financial Services Agency, Etc., when an application for approval is filed pursuant to the provisions of the preceding paragraph, shall examine whether there are compelling reasons for the Bank that filed said application to carry out transactions or acts as listed in each item of Article 13-2 of The Act.
(Transactions, etc., with a Specified Relevant Person)
Article 14-10 Transactions as provided by Cabinet Office Ordinance as prescribed in Article 13-2, item (i) of The Act shall be transactions with a person other than said specified relevant person found to be the same as said specified relevant person in light of type, size, and creditworthiness of its business under a disadvantageous condition to said Bank, compared with conditions of a transaction that shall become effective in the cases where said Bank carries out a transaction of the same type and same amount under the same conditions as the transaction with said specified relevant person.
(Transaction, etc., with a customer of a Specified Relevant Person)
Article 14-11 Transactions or acts as provided by Cabinet Office Ordinance as prescribed in Article 13-2, item (ii) of The Act shall be the following:
(i) a transaction carried out with a customer of said specified relevant person, of which the transaction is carried out with a person other than said specified relevant person found to be the same as said specified relevant person in light of type, size, and creditworthiness of its business, under a disadvantageous condition to said Bank, compared with conditions of a transaction that shall become effective in the cases where said Bank carries out a transaction of the same type and same amount under the same conditions as the transaction with said specified relevant person (limited to transactions that requires a condition that said specified relevant person and the customer of said specified relevant person conclude a contract pertaining to the business carried out by said specified relevant person);
(ii) a transaction carried out with said specified relevant person and the conditions are found to provide a disadvantage unjustly to said specified relevant person in light of ordinary conditions of a transaction of said Bank; or
(iii) in whatever name, a transaction or act to evade the prohibitions pursuant to the provisions of Article 13-2 of The Act.
(Acts Without the Risk of Lacking Protection of customers)
Article 14-11-2 Acts as provided by Cabinet Office Ordinance as those without risk of lacking the protection of customers as prescribed in Article 13-3, item (iii) of The Act shall be acts that a Bank does not grant or promise to grant credit with a condition to carry out a transaction unjustly.
(Prohibited Acts Pertaining to Business of a Bank)
Article 14-11-3 Acts as provided by Cabinet Office Ordinance as prescribed in Article 13-3, item (iv) of The Act shall be the following:
(i) an act, depending on the content of business carried out by the Bank and methods, not to state material matters to a customer based on the knowledge, experience, condition of assets, or purpose of the transaction of the customer, or to state matters that are likely to lead to a misunderstanding;
(ii) an act to grant or to promise to grant credit to a customer with the condition to carry out a transaction with a business operator specified by the Bank (excluding acts listed in Article 13-3, item (iii) of The Act); or
(iii) an act to provide a disadvantage with regard to a condition or implementation of a transaction by using an advantageous status in the transaction as a Bank.
(Scope of Business Pertaining to the Development of a System for Protection of Customers' Interests)
Article 14-11-3-2 The business provided by Cabinet Office Ordinance as prescribed in Article 13-3-2, paragraph (1) of the Act shall be business which may be engaged in by a Bank. (hereinafter referred to as "Bank-related Business").
(Measures necessary to prevent a customer's interests from being unreasonably harmed)
Article 14-11-3-3 (1) A bank shall, to prevent the customers' interests pertaining to Bank-related Business conducted by said Bank, a Bank Agent having said Bank as Entrusting Bank, or asubsidiary financial institution, etc. of said Bank (which means a subsidiary financial institution, etc. as prescribed in Article 13-3-2, paragraph (3) of the Act; the same shall apply hereinafter in this Article) from being unreasonably harmed in connection with transactions conducted by said Bank, Bank Agent having said Bank as Entrusting Bank, or a parent financial institution, etc. (which means a parent financial institution, etc. prescribed in paragraph (2) of the same Article; the same shall apply hereinafter in this Article) or subsidiary financial institution, etc. of said Bank, take the following measures:
(i) development of a system to identify the subject transactions in an appropriate manner;
(ii) development of a system to properly ensure the protection of said customer by the following or any other methods:
(a) method for separating the department conducting subject transactions and the department conducting transactions with said customer;
(b) method for changing the conditions or method of subject transactions or transactions with said customer;
(c) method for interrupting subject transactions or transactions with said customer;
(d) method for appropriately disclosing to said customer that the customer's interests may be unreasonably harmed in connection with subject transactions;
(iii) formulation of the policy of implementation of the measures listed in the preceding two items and publication of their outline by an appropriate method;
(iv) preservation of the following records:
(a) records pertaining to the identification of subject transactions conducted under the system prescribed in item (i);
(b) records pertaining to measures to appropriately ensure the protection of customers conducted under the system prescribed in item (ii).
(2) The record prescribed in item (iv) of the preceding paragraph shall be maintained for five (5) years from the date of creation.
(3) The term "subject transactions" in paragraph (1) shall, in case where, in connection with transactions conducted by a Bank, a Bank Agent having said Bank as Entrusting Bank, or the parent financial institution, etc. or subsidiary financial institution, etc. of said Bank, the interests of the customer pertaining to Bank-Related Business conducted by said Bank, Bank Agent having said Bank as Entrusting Bank, or the subsidiary financial institution, etc. of said Bank may be unreasonably harmed, mean such transactions.
(Specified Deposit, etc.)
Article 14-11-4 Deposit, etc. as provided by Cabinet Office Ordinance as prescribed in Article 13-4 of The Act shall be the following:
(i) deposit, etc. that requires to pay a penalty or other condition equivalent to this (hereinafter referred to as "Penalty, Etc." in this item) in the cases where Depositors, Etc. terminates the deposit, etc. before maturity, and that the amount, as a result of deducting the amount of said Penalty, Etc. from the balance of said deposit, etc. at the time of said termination, is likely to become below the deposited amount due to changes pertaining to interest rate, currency value, market prices in a financial instruments market, or other indices;
(ii) deposit, etc. that is indicated in a foreign currency; or
(iii) deposit, etc. for which a transaction (limited to transactions pertaining to buying and selling of currencies) listed in Article 2, paragraph (22), item (iii) (excluding (b)) of the Financial Instruments and Exchange Act are incidental to a transaction for which the content is acceptance of deposits, etc.
(Type of Contract)
Article 14-11-5 Matters as provided by Cabinet Office Ordinance as prescribed in Article 34 of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, shall be a contract for a specified deposit, etc. (which means a contract for a specified deposit, etc., as prescribed in Article 13-4 of The Act; the same shall apply hereinafter).
Article 14-11-6 Deleted
(Entries in the Documents to be Delivered to a Professional Investor who Files an Offer)
Article 14-11-7 Matters as provided by Cabinet Office Ordinance as prescribed in Article 34-2, paragraph (3), item (iv) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, shall be the fact that the Applicant (which means the Applicant prescribed in the same paragraph) shall be treated as a customer other than a Professional Investor (which means a Professional Investor prescribed in Article 2, paragraph (31) of the Financial Instruments and Exchange Act; the same shall apply hereinafter) with regard to the Subject Contract (which means a Subject Contract prescribed in Article 34-2, paragraph (2) of that Act; the same shall apply in Article 14-11-9-2) only by a Bank who accepted the application pursuant to the provision of the same paragraph.
(Provision by Use of Information and Communications Technology)
Article 14-11-8 (1) Matters as provided by Cabinet Office Ordinance as prescribed in Article 34-2, paragraph (4) of the Financial Instruments and Exchange Act (including cases where it is applied mutatis mutandis pursuant to Article 34-3, paragraph (12) (including cases where it is applied mutatis mutandis pursuant to Article 34-4, paragraph (6), of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of the Act), Article 34-4, paragraph (3); Article 37-3, paragraph (2); or Article 37-4, paragraph (2) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act; hereinafter the same shall apply in this Article), as applied mutatis mutandis pursuant to Article 13-4 of The Act, shall be the following:
(i) a method to use an electronic data processing system that is in the following:
(a) a method to transmit matters to be entered in documents (hereinafter referred to as "Entry" in this Article) through a telecommunications line that connects computers used by a Bank (including a person who keeps a file in a computer managed by said person pursuant to a contract with a Bank to provide matters as prescribed in Article 34-2, paragraph (4) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of the Act , and makes said file available to other parties providing said matters (hereinafter referred to as "customer" in this Article) or to said Bank ; hereinafter the same shall apply in this Article) and computers used by a customer, etc. (which means a customer and a person who keeps a customer file (which means a file that is made available exclusively to said customer; hereinafter the same shall apply in this Article) in a computer managed by said person pursuant to a contract with the customer; hereinafter the same shall apply in this Article), and to record said matters in the customer file kept in the computer used by the customer, etc. (in the case of providing an approval to accept or an offer not to accept the provisions by the method as prescribed in the same paragraph, a method to record that effect in the file kept in a computer used by a Bank that provides matters as prescribed in the same paragraph);
(b) a method to make an Entry recorded in a file kept in a computer pertaining to the use of a Bank available for inspection by a customer through a telecommunications line, and to record said Entry in the customer file of said customer kept in a computer pertaining to the use of the customer, etc. (in the case of providing an approval to accept or an offer not to accept provisions pursuant to a method as prescribed in Article 34-2, paragraph (4) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, a method to record that effect in a file kept in a computer pertaining to the use of a Bank);
(c) a method to make an Entry recorded in a customer file kept in a computer pertaining to the use of a Bank available for inspection by the customer through a telecommunications line; or
(d) a method to make an Entry recorded in an inspection file (which means a file that is kept in a computer pertaining to the use of a Bank and that is for recording an Entry in order to make it available for inspection by multiple customers simultaneously) available for inspection by a customer through a telecommunications line.
(ii) a method to deliver Entry recorded in a file, which is prepared with matters, in which certain matters can be recorded surely by magnetic disk, CD-ROM, or other method equivalent to the above.
(2) Methods as listed in each item of the preceding paragraph shall conform to the following standards:
(i) a method that enables a customer to prepare documents by outputting records in a customer file or inspection file;
(ii) with regard to a method as listed in item (i), (a), (c), or (d) of the preceding paragraph (excluding a method to record an Entry in a customer file kept in a computer pertaining to the use of the customer), a method to notify the customer that an Entry is recorded or was recorded in the customer file or inspection file; provided, however, that this shall not apply when it is confirmed that the customer inspected said Entry;
(iii) with regard to a method as listed in item (i), (c) or (d) of the preceding paragraph, a method that cannot delete or modify the following matters for five (5) years after the date of a transaction listed as an Entry was carried out for the final time (in the cases where a complaint pertaining to said Entry is filed during the period until the date when said period ends, a period until the date when said period ends or the date said complaint is resolved, whichever occurs later); provided, however, that in the cases where an Entry made available for inspection is delivered in writing, in the cases where delivery is provided by a method listed in item (i), (a) or (b) of the preceding paragraph or item (ii) of the same paragraph after obtaining an approval of the customer (which means an approval pursuant to a method as prescribed in Article 4-3 of The Order), or in the cases where the customer instructed to delete said Entry, said Entry may be deleted:
(a) with regard to a method as listed in item (i), (c) of the preceding paragraph, the Entry recorded in the customer file; or
(b) with regard to a method as listed in item (i), (d) of the preceding paragraph, the Entry recorded in the inspection file;
(iv) with regard to a method as listed in item (i), (d) of the preceding paragraph, a method that conform to standards listed in the following:
(a) a method to record the necessary information in the customer file for a customer to inspect the inspection file; and
(b) a method, during the period until the period as prescribed in the preceding item elapses, to maintain a condition in which the customer file, in which necessary information for a customer to inspect the Inspection file is recorded pursuant to the provision of (a), and said inspection file is connectable through a telecommunications line; provided, however, that this shall not apply to the cases of a customer, to whom inspection was provided, gave notice that it is not necessary to maintain a connectable condition.
(3) The term "electronic data processing system" as used in paragraph (1), item (i) shall mean an electronic data processing system that is connected a computer pertaining to the use of a Bank and a computer pertaining to the use of a customer, etc., or a Bank that keeps a customer file with a telecommunications line.
(Type and Content of Electromagnetic Means)
Article 14-11-9 Type and content of a method to be indicated pursuant to the provisions of Article 4-3, paragraph (1) and Article 4-4, paragraph (1) of The Order shall be the following matters:
(i) a method listed in each item of paragraph (1) of the preceding Article or each item of Article 14-11-9-3, paragraph (1) that is used by a Bank; or
(ii) a method to record data in a file.
(Matters to Be Stated in Documents with Which a Person Who Applies for Reinstatement as a Professional Investor Consents)
Article 14-11-9-2 The matters provided by Cabinet Office Ordinance as prescribed in Article 34-2, paragraph (11) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of the Act, shall be the following matters:
(i) the date when acceptance is gained (which shall be referred to as "Date of Acceptance" in items (iv) and (v)) pursuant to the provision of Article 34-2, paragraph (11) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of the Act;
(ii) a statement to the effect that Subject Contract is a Contract for a Specified Deposit, etc.;
(iii) a statement to the effect that the Applicant for Reinstatement (which means the Applicant for Reinstatement prescribed in Article 34-2, paragraph (11) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of the Act; hereinafter the same shall apply in this Article) understands the following matters:
(a) the fact that the provisions listed in the items of Article 45 of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of the Act, are not applicable to the cases where the Applicant for Reinstatement, with regard to Subject Contract, is a person prescribed in any of said items (excluding the cases prescribed in the proviso of the same Article);
(b) the fact that there is the risk of insufficient protection involved in a case where a person who, in light of his/her knowledge, experience and state of property, is deemed inappropriate to be treated as a Professional Investor with regard to Subject Contracts is treated as a Professional Investor;
(iv) a statement to the effect that the Applicant for Reinstatement is to be treated again as a Professional Investor when he/she is solicited to conclude or concludes a Subject Contract on or after the Date of Acceptance;
(v) a statement to the effect that, at any time on or after the Date of Acceptance, the Applicant for Reinstatement may make an application pursuant to Article 34-2, paragraph (1), of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of the Act.
(Obtainment of Consent by the Use of Information and Communications Technology)
Article 14-11-9-3 (1) The matters provided by Cabinet Office Ordinance as prescribed in Article 34-2, paragraph (12), of the Financial Instruments and Exchange Act (including the cases where it is applied mutatis mutandis pursuant to Article 34-3, paragraph (3), of the Financial Instruments and Exchange Act (including the cases where it is applied mutatis mutandis pursuant to Article 34-4, paragraph (6), of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of the Act), as applied mutatis mutandis pursuant to Article 13-4 of the Act; hereinafter the same shall apply in this Article), as applied mutatis mutandis pursuant to Article 13-4 of the Act, shall be as follows:
(i) a method to use an electronic data processing system that is in the following:
(a) a method to transmit through a telecommunications line that connects a computer pertaining to the use of a Bank and a computer pertaining to the use of the other party (hereinafter referred to as "customer" in this Article) from whom the Bank intends to obtain consent pursuant to the provisions of Article 34-3, paragraph (3) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, and to record in a file kept in a computer pertaining to the use of the recipient; or
(b) a method to make matters concerning a customer's consent recorded in a file kept in a computer pertaining to the use of a Bank available for inspection through a telecommunications line and to record said matters concerning the customer's consent in a file kept in a computer pertaining to the use of said Bank;
(ii) a method to obtain an Entry recorded in a file, which is prepared with matters, in which certain matters can be recorded surely by magnetic disk, CD-ROM, or other method equivalent to the above.
(2) The methods listed in each item of the preceding paragraph shall be a method to enable a Bank to prepare documents by outputting records in a file.
(3) The term "electronic data processing system" as used in paragraph (1), item (i) shall mean an electronic data processing system that is connected with a computer pertaining to the use of a Bank and a computer pertaining to the use of a customer with a telecommunications line.
(Expiration Date in the Case that a Juridical Person Who Is a Customer Other than a Professional Investor Is Deemed to Be a Professional Investor)
Article 14-11-10 (1) Cases that are provided by Cabinet Office Ordinance as prescribed in Article 34-3, paragraph (2) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act shall be cases where a Bank specifies a certain date and publicizes the following matters by posting in a place that facilitates public viewing in a business office of said Bank or by another appropriate method:
(i) said date; and
(ii) the fact that the expiration date (which means an expiration date as prescribed in Article 34-3, paragraph (2), item (ii) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act; the same shall apply in paragraph (2), item (i) of the following Article and Article 14-11-12) shall be the date as prescribed in the following paragraph.
(2) The date as provided by Cabinet Office Ordinance as prescribed in Article 34-3, paragraph (2) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, shall be a date that is specified by a Bank pursuant to the provisions of the preceding paragraph and that is the last date within one year from the date of acceptance (which means the date of acceptance prescribed in Article 34-3, paragraph (2), item (i) of the Financial Instruments and Exchange Act; the same shall apply in paragraph (2), item (iii), of the following Article and Article 14-11-12) .
(Entry in Documents for Which a Juridical Person Consents, Who Is a Customer Other than a Professional Investor and Files an Offer)
Article 14-11-11 (1) Matters as provided by Cabinet Office Ordinance as prescribed in Article 34-3, paragraph (2), item (iv), (a) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, shall be that the provisions listed in each item of Article 45 of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act shall not apply to cases where an applicant of the offer (which means an applicant of the offer as prescribed in Article 34-3, paragraph (2) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act; the same shall apply in the following paragraph) pertaining to a subject contract (which means a subject contract as prescribed in Article 45, item (ii) of the Financial Instruments and Exchange Act; this shall apply in the following paragraph and Article 14-11-12-2) shall be a person as prescribed in each said item (excluding cases as prescribed in the proviso of Article 45 of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act).
(2) Matters as provided by Cabinet Office Ordinance as prescribed in Article 34-3, paragraph (2), item (vii) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, shall be the following matters:
(i) with regard to an act performed based on provisions of the laws or regulations or the stipulations of a contract pertaining to the subject contract concluded before the expiration date, although such contract is performed after the expiration date, the fact that an applicant of the offer shall be treated as a Professional Investor; and
(ii) the fact that an applicant of the offer shall be treated as a Professional Investor pertaining to a subject contract only by a Bank that has provided an approval pursuant to the provisions of Article 34-3, paragraph (2) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act.
(iii) a statement to the effect that, at any time on or after the Date of Acceptance, the Applicant may make an application pursuant to Article 34-3, paragraph (9), of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of the Act.
(Period Necessary for a Juridical Person, Who Is a Customer Other Than the Professional Investor Who Applied, to Apply for Renewal)
Article 14-11-12 (1) The period provided by Cabinet Office Ordinance as prescribed in Article 34-3, paragraph (7) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of the Act, shall be eleven (11) months (in the cases listed in the following items, the period prescribed in the respective items).
(i) in the cases where the period between the Date of Acceptance and the Expiration Date is less than one (1) year (excluding the cases listed in the following item), a period obtained by deducting one month from said period;
(ii) in the cases where the period between the Date of Acceptance and the Expiration Date does not exceed one (1) month, one day;
(2) In applying the provision of the preceding paragraph in the cases prescribed in Article 34-3, paragraph (8) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of the Act, the term "Date of Acceptance" in the items of the same paragraph shall be deemed to read "the day immediately following the previous Expiration Date".
(Entry in Documents Delivered to a Juridical Person Who Applied for Reinstatement as a Customer Other than a Professional Investor)
Article 14-11-12-2 The matters provided by Cabinet Office Ordinance as prescribed in Article 34-3, paragraph (11), of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of the Act, shall be the following matters:
(i) the date when acceptance is made pursuant to the provision of Article 34-3, paragraph (10), of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of the Act (which shall be referred to as "Date of Acceptance" in item (iii));
(ii) a statement to the effect that the Subject Contract is a Contract for a Specified Deposit, etc.;
(iii) a statement to the effect that a Juridical Person who applied pursuant to Article 34-3, paragraph (9), of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of the Act, shall, when being solicited to conclude or concluding a Subject Contract on or after the Date of Acceptance, be treated again as a customer other than a Professional Investor.
(Business Person, etc., Who May Offer to be Treated as a Professional Investor)
Article 14-11-13 (1) Matters as provided by Cabinet Office Ordinance as prescribed in Article 34-4, paragraph (1), item (i) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, shall correspond to any of the following requirements:
(i) with regard to filing an offer as prescribed in Article 34-4, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, consent is not obtained from all silent partners; or
(ii) the total amount of contributions based on the concluded silent partnership agreement as prescribed in Article 535 of the Commercial Code (Act No. 48 of 1899) is less than three hundred million (300,000,000) yen.
(2) Individuals as provided by Cabinet Office Ordinance as prescribed in Article 34-4, paragraph (1), item (i) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, shall be the following person:
(i) an individual who is a partner that concluded a partnership agreement as prescribed in Article 667, paragraph (1) of the Civil Code and who is entrusted with the execution of business of the partnership (limited to a person corresponding to all of the following requirements):
(a) with regard to filing an offer pursuant to the provisions of Article 34-4, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, the consent of all other partners are obtained; and
(b) the total amount of contributions based on said partnership agreement is three hundred million (300,000,000) yen or more;
(ii) an individual (limited to a person who corresponds to all of the following) who is a partner that concludes an agreement of a limited liability business partnership as prescribed in Article 3, paragraph (1) of the Limited Liability Partnership Act (Act No. 40 of 2005), participates in decisions of execution of material business of the partnership, and executes said business by himself or herself:
(a) with regard to filing an offer pursuant to the provisions of Article 34-4, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, the consent of all other partners are obtained; and
(b) the total amount of contributions based on said limited liability business partnership agreement is three hundred million (300,000,000) yen or more.
(An Individual Who may Offer to be Treated as a Professional Investor)
Article 14-11-14 Requirements as provided by Cabinet Office Ordinance as prescribed in Article 34-4, paragraph (1), item (ii) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, shall correspond to all of the following requirements:
(i) by determining reasonably based on the condition of transactions and other circumstances, the amount, as a result of deducting the total amount of liabilities from the total amount of assets of the applicant of the offer (which means an applicant of the offer as prescribed in Article 34-4, paragraph (2) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act; hereinafter the same shall apply in this Article and Article 14-11-16) on the date of approval (which means the date of approval as prescribed in Article 34-3, paragraph (2), item (i) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the same Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act; the same shall apply in the following item, paragraph (2) of the following Article, Article 14-11-16, paragraph (2), item (iii), and Article 14-11-16-2), shall be estimated to be three hundred million (300,000,000) yen or more;
(ii) by determining reasonably based on the condition of transactions and other circumstances, the total amount of assets (limited to those as listed in the following items) of an applicant of the offer on the date of approval shall be estimated to be three hundred million (300,000,000) yen or more:
(a) securities (excluding those listed in (e));
(b) rights pertaining to derivative transactions (which means derivative transactions as prescribed in Article 2, paragraph (20) of the Financial Instruments and Exchange Act; the same shall apply in Article 34-2-14, item (ii), (b));
(c) a specified deposit, etc. as prescribed in Article 13-4 of The Act (hereinafter referred to as "Specified Deposit, Etc.", except in item (c) and Article 34-2-14, item (ii), item (c)) ; specified savings, etc., as prescribed in Article 11-2-4 of the Agricultural Cooperatives Act; specified savings, etc., as prescribed in Article 11-9 of the Fisheries Cooperatives Act; specified deposit, etc., as prescribed in Article 6-5-2 of the Act on Financial Businesses by Cooperative (Act No. 183 of 1949); specified deposit, etc., as prescribed in Article 89-2 of the Shinkin Bank Act (Act No. 238 of 1951); specified deposit, etc., as prescribed in Article 17-2 of the Long-Term Credit Bank Act; specified deposit, etc., as prescribed in Article 94-2 of the Labor Bank Act (Act No. 227 of 1953); specified deposit, etc., as prescribed in Article 59-3 of the Norinchukin Bank Act (Act No. 93 of 2001); and specified deposit, etc. as prescribed in Article 29 of the Shoko Chukin Bank Limited Act (Act No. 74 of 2007);
(d) rights pertaining to an insurance payment, mutual aid insurance money, refund, or other payment based on a specified mutual aid insurance contract as prescribed in Article 11-10-3 of the Agricultural Cooperatives Act, a specified mutual aid insurance contract prescribed in Article 12-3, paragraph (1) of the Consumer Cooperatives Act (Act No. 200 of 1948), a specified mutual aid insurance contract prescribed in Article 15-7 of the Fisheries Cooperatives Act, a specified mutual aid insurance contract as prescribed in Article 9-7-5, paragraph (2) of the Small and Medium Sized Enterprise, etc., Cooperatives Act (Act No. 181 of 1949), and a specified mutual aid insurance contract as prescribed in Article 300-2 of the Insurance Business Act;
(e) a beneficiary right of trust pertaining to a specified trust contract as prescribed in Article 24-2 of the Trust Business Act (Act No. 154 of 2004);
(f) a right based on a real property specified joint enterprise contract as prescribed in Article 2, paragraph (3) of the Real Estate Specified Joint Enterprise Act (Act No. 77 of 1994); and
(g) a right pertaining to a futures transaction as prescribed in Article 2, paragraph (8) of the Commodity Exchange Act;
(iii) one year shall have elapsed from the date that an applicant of the offer concluded a contract for a specified deposit, etc. for the first time with said Bank.
(Expiration Date in the Case of an Individual Who Is a Customer Other than a Professional Investor Is Deemed to Be a Professional Investor)
Article 14-11-15 (1) Cases provided by Cabinet Office Ordinance as prescribed in Article 34-3, paragraph (2) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the same Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, shall be cases where a Bank specifies a certain date and publicizes the following matters by posting in a place that facilitates public viewing in a business office of said Bank or by another appropriate method:
(i) said date; and
(ii) the fact that the expiration date (which means an expiration date as prescribed in Article 34-3, paragraph (2), item (ii) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the same Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act; the same shall apply in paragraph (2), item (i) of the following Article and Article 14-11-16-2) shall be the date as prescribed in the following paragraph.
(2) The date as provided by Cabinet Office Ordinance as prescribed in Article 34-3, paragraph (2) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the same Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, shall be the date that is specified by a Bank pursuant to the provisions of the preceding paragraph and is the last day within one year from the date of an approval.
(Entry in Documents to Which an Individual Who Is a Customer Other than a Professional Investor and Files an Offer Provides Consent)
Article 14-11-16 (1) Matters as provided by Cabinet Office Ordinance as prescribed in Article 34-3, paragraph (2), item (iv), (a) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the same Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, shall be that the provisions listed in each item of Article 45 of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, shall not apply to cases where an applicant of the offer, with regard to the subject contract (which means a subject contract as prescribed in item (ii) of Article 34-3, paragraph (2) of the Financial Instruments and Exchange Act; the same shall apply in the following paragraph and Article 14-11-16-3), is a person specified in any said item (excluding cases as prescribed in the proviso of Article 45 of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act).
(2) Matters as provided by Cabinet Office Ordinance as prescribed in Article 34-3, paragraph (2), item (vii) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the same Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, shall be the following matters:
(i) with regard to an act performed based on provisions of laws and regulations or stipulation of a contract pertaining to a subject contract concluded before the expiration date, although such contract is concluded after the expiration date, the fact that an applicant of the offer shall be treated as a Professional Investor; and
(ii) the fact that an applicant of the offer shall be treated as a Professional Investor pertaining to a subject contract only by a Bank that provides an approval pursuant to the provisions of Article 34-3, paragraph (2) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the same Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act.
(iii) a statement to the effect that, at any time on or after the Date of Acceptance, the applicant may make an application pursuant to Article 34-4, paragraph (4), of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of the Act.
(Period Necessary for an Individual Who Is a Customer Other than the Professional Investor Who Applied to Apply for Renewal)
Article 14-11-16-2 (1) The period provided by Cabinet Office Ordinance as prescribed in Article 34-3, paragraph (7) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the same Act, as applied mutatis mutandis pursuant to Article 13-4 of the Act, shall be eleven (11) months (in the cases listed in the following items, the period prescribed in respective items).
(i) in the cases where the period between the Date of Acceptance and the Expiration Date is less than one (1) year (excluding the cases listed in the following item), a period obtained by deducting one month from said period;
(ii) in the cases where the period between the Date of Acceptance and the Expiration Date does not exceed one (1) month, one day;
(2) In applying the provision of the preceding paragraph in the cases prescribed in Article 34-3, paragraph (8) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the same Act, as applied mutatis mutandis pursuant to Article 13-4 of the Act, the term "Date of Acceptance" in the same paragraph shall be deemed to read "the day immediately following the previous Expiration Date".
(Matters to Be Stated in Documents Delivered to an Individual Who Applied for Reinstatement as a Customer Other than a Professional Investor)
Article 14-11-16-3 The matters provided by Cabinet Office Ordinance as prescribed in Article 34-3, paragraph (11), of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of the Act, shall be the following matters:
(i) the date when acceptance is made pursuant to the provision of Article 34-4, paragraph (5), of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of the Act (which shall be referred to as "Date of Acceptance" in item (iii));
(ii) a statement to the effect that the Subject Contract is a Contract for a Specified Deposit, etc.;
(iii) a statement to the effect that an individual who applied pursuant to Article 34-4, paragraph (4), of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of the Act, shall, when being solicited to conclude or concluding a Subject Contract on or after the Date of Acceptance, be treated again as a customer other than a Professional Investor.
(An Act Similar to an Advertisement)
Article 14-11-17 An act as provided by Cabinet Office Ordinance as prescribed in each paragraph of Article 37 of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, shall be the providing of information with the same content to many persons by mail, letter service (which means a letter service as prescribed in Article 2, paragraph (2) of the Act on Letter service by Private Business operators (Act No. 99 of 2002) provided by a general letter service business operator as prescribed in paragraph (6) of the same Article or a specified letter service business operator as prescribed in paragraph (9) of the same Article; the same shall apply in Article 34-2-17 and Article 34-53-2), a transmission method using a facsimile device, a transmission method using electronic mail (which means electronic mail as prescribed in Article 2, item (i) of the Act on Regulation of Transmission of Specified Electronic Mail (Act No. 26 of 2002); the same shall apply in Article 34-2-17 and Article 34-53-2), a method to distribute handouts or brochures and other methods (excluding the following methods):
(i) a method to distribute documents prepared based on laws and regulations or the disposition of an administrative government agency pursuant to laws and regulations;
(ii) a method to distribute materials concerning analysis or evaluation of an individual enterprise, but that method shall not be used as solicitation for the conclusion of a Contract for a specified deposit, etc.; or
(iii) a method to provide premiums or other goods, in which all the following matters are indicated (limited to goods for which the matters listed in (b) to (d) are indicated clearly and properly) (in the cases where there are matters that are not indicated on premiums or other goods among said matters, including a method to provide said premiums or other goods and other goods on which said matters are indicated as an integrated item):
(a) the name of goods (including an alias);
(b) the name or an alias of a Bank that provides information with the same content to many persons by a method as prescribed in this item;
(c) matters as listed in Article 4-5, paragraph (2), item (i) of The Order (limited to matters for which the printed characters and numerals of said matter are indicated in a size that is not significantly different from the largest size among the printed characters and numerals of matters other than said matter); and
(d) the fact that the content of any of the following documents shall be read sufficiently:
1. documents as prescribed in Article 37-3, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act (hereinafter referred to as "Document Delivered Prior to the Conclusion of a Contract" in this Article to Article 14-11-30);
2. documents of a foreign currency deposit, etc. as prescribed in Article 14-11-25, paragraph (1), item (i);
3. documents of a contract change as prescribed in Article 14-11-25, paragraph (1), item (iii), (b).
(Indication Method of Advertisement, etc. Pertaining to the Content of Business of Conclusion of a Contract for a Specified Deposit, etc.)
Article 14-11-18 (1) When a Bank, with regard to the content of business of conclusion of a contract for a specified deposit, etc. which is carried out by the Bank, advertises or performs an act as prescribed in the preceding Article (which is referred to as "Advertisement, Etc." in the following paragraph), the matters listed in each item of Article 37, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, shall be indicated clearly and properly.
(2) When a Bank carries out Advertisement, Etc., with regard to the content of business of conclusion of a contract for a specified deposit, etc. that is carried out by the Bank, the printed characters and numerals of matters listed in Article 4-5, paragraph (1), item (ii) of The Order shall be indicated in a size that is not significantly different from the largest size among the printed characters and numerals of matters other than said matter.
(3) When a Bank advertises, with regard to the content of business of conclusion of a contract for a specified deposit, etc. that is carried out by the Bank, by a method to order broadcast using the broadcasting equipment of a general broadcaster (which means a general broadcaster as prescribed in Article 2, item (iii)-2 of the Broadcast Act; and the same shall apply hereinafter), or by a method listed in any of the items of Article 14-11-21, paragraph (1) (excluding a broadcasting method by voice), notwithstanding the provisions of the preceding paragraph, printed characters and numerals of matters listed in Article 4-5, paragraph (2), item (i) of The Order shall be indicated in a size that is not significantly different from the largest size among the printed characters and numerals of matters other than said matter.
(Matters Concerning Compensation to be Paid by a customer)
Article 14-11-19 Matters as provided by Cabinet Office Ordinance as prescribed in Article 4-5, paragraph (1), item (i) of The Order, under the name of a fee, reward, expense, or whatever name may be, shall be a description of the amount by category of compensation that a customer shall pay concerning a contract for a specified deposit, etc. (hereinafter referred to as "Fee, Etc."), the maximum limit, or the summary of the calculation method of these matters (including the percentage of Fee, Etc. as compared to the principal amount pertaining to said contract for a specified deposit, etc.) and a description of the total amount of said amounts, the maximum limit, or the summary of the calculation method of these matters; provided, however, that in the cases where these matters may not be indicated, that effect and the reasons thereof.
(Material Matters Affecting a Decision of a customer)
Article 14-11-20 Matters as provided by Cabinet Office Ordinance as prescribed in Article 4-5, paragraph (1), item (iii) of The Order shall be the following:
(i) with regard to a Specified Deposit, Etc. for which said Bank holds a right to postpone the deposit period, the fact that in the cases where said right is exercised, it is likely to be disadvantageous to the customer due to the interest rate of said Specified Deposit, Etc. may decline below the market interest rate; or
(ii) with regard to material matters concerning said contract for a specified deposit, etc., other fact that the matter may be disadvantageous to the customer.
(Method, etc. Equivalent to a Method to Order Broadcasting by the Use of Broadcasting Equipment of a General Broadcaster)
Article 14-11-21 (1) Methods as provided by Cabinet Office Ordinance as prescribed in Article 4-5, paragraph (2) of The Order shall be as follows:
(i) a method to order broadcasting by the use of broadcasting equipment of the following persons:
(a) a cable television broadcaster (which means a cable television broadcaster as prescribed in Article 2, paragraph (4) of the Cable Television Broadcasting Act (Act No. 114 of 1972); the same shall apply in Article 34-2-21, paragraph (1), item (i)(a) and Article 34-53-6, paragraph (1), item (i)(a));
(b) a person who carries out the business of cable sound broadcasting (which means cable sound broadcasting as prescribed in Article 2 of the Act to Regulate the Operation of the Cable sound broadcasting Service (Act No. 135 of 1951); the same shall apply in Article 34-2-21, paragraph (1), item (i), sub-item (b) and Article 34-53-6, paragraph (1), item (i), sub-item (b)); and
(c) a person who carries out the business of broadcasting by a telecommunications service (which means the business of broadcasting by a telecommunications service as prescribed in Article 2, paragraph (1) of the Act Concerning Broadcast on Telecommunications Service (Act No. 85 of 2001); the same shall apply in Article 34-2-21, paragraph (1), item (i), sub-item (c) and Article 34-53-6, paragraph (1), item (i), sub-item (c));
(ii) a method to make the content of information recorded in a file kept in a computer pertaining to the use of a Bank or a person who is entrusted business pertaining to advertisement, etc. carried out by said Bank (limited to the identical content of the matter provided by the method to order broadcasting by using the broadcasting equipment of a general broadcaster or by a method listed in the preceding item) available for inspection to customers by means of a telecommunications line; or
(iii) a method to indicate to the public regularly or continuing for a certain period inside or outside the building, and to have an installation, or to indicate on a signboard, standing signboard, placard and label, advertising tower, advertising board, building, or other structure, etc., and methods equivalent to the above.
(2) Matters as provided by Cabinet Office Ordinance as prescribed in Article 4-5, paragraph (2), item (ii) of The Order shall be the matters as listed in Article 14-11-17, item (iii), sub-item (d).
(Matters that Shall Not Be Exaggerated)
Article 14-11-22 Matters as provided by Cabinet Office Ordinance as prescribed in Article 37, paragraph (2) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, shall be the matters the following:
(i) matters concerning termination of a contract for a specified deposit, etc.;
(ii) matters concerning the share of all or part of a loss or guarantee of profits pertaining to a contract for a specified deposit, etc.;
(iii) matters concerning liquidated damages (including a penalty) pertaining to a contract for a specified deposit, etc.; and
(iv) matters concerning the amount of Fee, Etc. that a customer shall pay concerning a contract for a specified deposit, etc., the calculation method, payment method, payment time, and payee.
(Method of Entry of a Document Delivered Prior to the Conclusion of a Contract)
Article 14-11-23 (1) In a Document Delivered Prior to the Conclusion of a Contract, the matters as listed in each item of Article 37-3, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, shall be entered clearly and properly by using printed characters and numerals of the size of eight (8) points or larger as defined in Japanese Industrial Standard Z 8305 based on the Industrial Standardization Act (Act No. 185 of 1949) (hereinafter referred to as "Japanese Industrial Standard").
(2) Notwithstanding the provisions of the preceding paragraph, in a Document Delivered Prior to the Conclusion of a Contract, the following matters shall be entered clearly and properly in lines by using printed characters and numerals of the size of twelve (12) points or larger as defined in Japanese Industrial Standard Z 8305, and shall be entered following the matters as prescribed in the following paragraph:
(i) a summary of the matters listed in Article 37-3, paragraph (1), item (iv) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act and the matters listed in item (v) of the same paragraph, and Article 14-11-27, paragraph (1), item (xi); and
(ii) the matters as listed in Article 14-11-27, paragraph (1), item (xii).
(3) A Bank, in a Document Delivered Prior to the Conclusion of a Contract, shall enter particularly material matters using plain expressions that may affect the decision of a customer among the matters as listed in Article 14-11-27, paragraph (1), item (i) and each item of Article 37-3, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, by using printed characters and numerals of the size of twelve (12) points or larger as defined in Japanese Industrial Standard Z 8305 at the top of said Document Delivered Prior to the Conclusion of a Contract.
(Methods of the Provision of Information)
Article 14-11-24 The provision of information as prescribed in Article 37-3, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, shall be implemented by the delivery of a Document Delivered Prior to the Conclusion of a Contract.
(Cases that Do Not Require Delivery of a Document Delivered Prior to the Conclusion of a Contract)
Article 14-11-25 (1) The cases as provided by Cabinet Office Ordinance as prescribed in Article 37-3, proviso of paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act shall be the following cases:
(i) in the cases where a document (hereinafter referred to as "Document of Foreign Currency Deposit, Etc." from this Article to Article 14-11-30), in which the matters listed in Article 37-3, paragraph (1), items (i) and (iii) to (v) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, and matters listed in Article 14-11-27, paragraph (1), items (i), (xi), (xvii), and (xviii), with regard to said contract for a specified deposit, etc., are entered by a method equivalent to that as prescribed in Article 14-11-23, are delivered to said customer within one (1) year before the conclusion of a contract for a specified deposit, etc. pertaining to the matters as listed in Article 14-11-4, item (ii) (excluding matters corresponding to those listed in item (i) or (iii) of the same Article; hereinafter referred to as "Foreign Currency Deposit, Etc.") (limited to cases where said customer declared his or her intention not to require the delivery of the Document Delivered Prior to the Conclusion of a Contract);
(ii) in the cases where a Document Delivered Prior to the Conclusion of a Contract is delivered to said customer within one (1) year before the conclusion of a contract for a specified deposit, etc., of which documents are pertaining to a contract for a specified deposit, etc. with identical content to said contract for a specified deposit, etc. (including cases where the Document Delivered Prior to the Conclusion of a Contract is not delivered pertaining to said contract for a specified deposit, etc. with an identical content pursuant to provisions of the preceding item); and
(iii) in the cases of intending to conclude a contract for a specified deposit, etc. of which content is to change a part of the contract for a specified deposit, etc. that has been effected, the cases as listed in the following:
(a) when there are no matters to be changed with entry matters in the Document Delivered Prior to the Conclusion of a Contract pertaining to a contract for a specified deposit, etc. that has been effected due to said change; and
(b) in the cases where there are matters to be changed with entry matters in the Document Delivered Prior to the Conclusion of a Contract pertaining to a contract for a specified deposit, etc. that has been effected due to said change, when a document (hereinafter referred to as "Document For Contract Change" to Article 14-11-30), in which said entry matters to be changed is entered, has been delivered to said customer.
(2) The provisions of Article 34-2, paragraph (4) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, and provisions of Article 4-3 and Article 14-11-8 of The Order, shall apply mutatis mutandis to delivery of a Document of Foreign Currency Deposit, Etc., pursuant to the provisions of item (i) of the preceding paragraph and delivery of a Document For Contract Change pursuant to the provisions of item (iii), (b) of the same paragraph.
(3) In the cases where a contract for a specified deposit, etc. pertaining to a Foreign Currency Deposit, Etc. is concluded within one (1) year from the date when a Document of Foreign Currency Deposit, Etc. is delivered (including the date when a Document of Foreign Currency Deposit, Etc. is deemed to be delivered pursuant to the provisions of this paragraph) (limited to the cases where said customer declared his or her intention not to require delivery of a Document Delivered Prior to the Conclusion of a Contract), it shall be deemed that a Document of Foreign Currency Deposit, Etc. is delivered on the date of said conclusion and the provisions of paragraph (1), item (i) shall apply.
(4) In the cases where, within one (1) year from the date (in the cases where a Document Delivered Prior to the Conclusion of a Contract is not delivered with regard to a contract for a specified deposit, etc. pursuant to the provisions of paragraph (1), item (i), including the date of conclusion of said contract for a specified deposit, etc. and the date when a Document Delivered Prior to the Conclusion of a Contract is deemed to be delivered pursuant to the provisions of this paragraph) when a Document Delivered Prior to the Conclusion of a Contract is delivered, a contract for a specified deposit, etc. with an identical content to the contract for a specified deposit, etc. pertaining to said Document Delivered Prior to the Conclusion of a Contract is concluded, the Document Delivered Prior to the Conclusion of a Contract is deemed to be delivered on the date of said conclusion and provisions of paragraph (1), item (ii) shall apply.
(Matters Concerning Compensation to be Paid by a customer)
Article 14-11-26 Matters as provided by Cabinet Office Ordinance as prescribed in Article 37-3, paragraph (1), item (iv) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, under the name of a fee, reward, expense, or whatever name may be, shall be a description of the amount by category of Fee, Etc. that the customer shall pay concerning a contract for a specified deposit, etc., the maximum limit, or the calculation method of the above (including the percentage of Fee, Etc. as compared to the principal amount pertaining to said contract for a specified deposit, etc.; hereinafter the same shall apply in this Article) and a description of the total amount of said amounts, the maximum limit, or the calculation method of these matters; provided, however, that in the cases where these matters may not be entered, that effect and the reasons thereof.
(Entry Matters in a Document Delivered Prior to the Conclusion of a Contract)
Article 14-11-27 (1) Matters as provided by Cabinet Office Ordinance as prescribed in Article 37-3, paragraph (1), item (vii) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, shall be the following matters:
(i) the effect that the content of said Document Delivered Prior to the Conclusion of a Contract shall be read sufficiently;
(ii) the name of the financial instrument (including an alias);
(iii) distinction as to whether the contract is subject to an insurance payment as prescribed in Article 53 of the Deposit Insurance Act;
(iv) scope of the persons subject to acceptance;
(v) period of deposit (including an indication whether the deposit will be renewed automatically, or not);
(vi) minimum amount of deposit, unit of deposit, and any other matters concerning the deposit;
(vii) method of repayment;
(viii) method of establishing interest payments, payment method, calculation method, and other matters concerning interest;
(ix) matters concerning special provisions that may be added;
(x) handling the termination of the contract during the period of deposit (including the calculation methods of interest and fees);
(xi) in the cases where the contract is likely to cause loss, with regard to conclusion of a contract for a specified deposit, etc. that a customer may exercise, due directly to changes in interest rate, foreign currency value, price in a financial instruments market, or other indices, the following matters:
(a) said index; and
(b) the reasons that the contract is likely to cause loss due to changes pertaining to said index;
(xii) with regard to a Specified Deposit, Etc., for which said Bank holds a right to postpone the deposit period, the fact that in the cases where said right is exercised, it is likely to be disadvantageous to the customer due to the interest rate of said Specified Deposit, Etc. may decline below the market interest rate;
(xiii) in the case of handling a financial instrument that does not guarantee the repayment of the full amount at expiry of the amount paid for the combination of the following items with the Specified Deposit, Etc. at the time of depositing, a detailed explanation stating that the deposited amount is not guaranteed to be repaid in the full amount at expiry and any other detailed explanations concerning said financial instrument:
(a) market derivative transactions or foreign market derivative transactions (excluding transactions corresponding to transactions of securities-related derivatives);
(b) a financial derivative transaction as prescribed in Article 10, paragraph (2), item (xiv) of The Act;
(c) a forward foreign exchange transaction;
(d) a transaction of securities-related derivatives (excluding a transaction listed in Article 2, paragraph (21), item (i) of the Financial Instruments and Exchange Act or a similar transaction in a foreign financial instruments market to that as listed in the same item); and
(e) a transaction listed in Article 2, paragraph (21), item (i) of the Financial Instruments and Exchange Act or a similar transaction in a foreign financial products market to that as listed in the same item (limited to a National Government Bond Certificate, Etc. and securities listed in paragraph (1), item (xvii) of the same Article pertaining to those that have characteristics as prescribed in item (i) of the same paragraph);
(xiv) in the cases where the establishment method of an index to be the standard for establishing an interest rate of a floating rate deposit and interest rate are specified, matters concerning said standards, method, and interest;
(xv) a description of the taxation concerning said contract for a specified deposit, etc.;
(xvi) the methods to contact said Bank by the customer;
(xvii) the existence of a recognized investor protection association (limited, in the cases where said contract for Specified Deposit, Etc. is covered by said recognized business (which means the recognized business prescribed in Article 79-10, paragraph (1) of the Financial Instruments and Exchange Act) of said recognized investor protection association, to such recognized investor protection association; the same shall apply in Article 34-53-12, paragraph (1), item (xvii))) for which said Bank is a subject business operator (which means a subject business operator as prescribed in Article 79-11, paragraph (1) of the same Act; the same shall apply hereinafter) (in the cases where said Bank is a subject business operator, the name of such recognized investor protection association);
(xviii) the matters prescribed in (a) or (b) below for the categories of cases set forth respectively therein.
(a) In the cases where there exists a Designated Dispute Resolution Organization, the trade name or name of the Designated Dispute Resolution Organization, which is the other party to the Dispute Resolution Basic Contract, prescribed in Article 12-3, paragraph (1), item (i), of the Act, that said Bank takes a measure to conclude
(b) In the cases where there is no Designated Dispute Resolution Organization, the details of the complaint handling measures and the dispute resolution measure of said Bank prescribed in Article 12-3, paragraph (1), item (ii), of the Act; and
(ixx) other matters that shall be found to be references concerning the deposit of a Specified Deposit, Etc.
(2) In the cases where a Bank or a Bank Agent shall deliver to a customer a document as prescribed in the provisions of Article 37-3, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 and Article 52-45-2 of The Act, pursuant to the same paragraph with regard to conclusion of one contract for a specified deposit, etc., when said Bank Agent carries out said delivery, said Bank shall, notwithstanding the provisions of the preceding paragraph, not be required to enter matters as listed in each item of the same paragraph in the Document Delivered Prior to the Conclusion of a Contract.
(Entry matters of a Document Delivered at Concluding a Contract)
Article 14-11-28 (1) The following matters shall be entered in a document, as prescribed in Article 37-4, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act (said document is referred to as a "Document Delivered At Concluding A Contract" in the following paragraph and the following Article), which document is to be prepared when a contract for a specified deposit, etc. is effected:
(i) name of said Bank;
(ii) amount of deposit (in the cases where the principal amount is indicated in a foreign currency, the principal amount indicated in said foreign currency);
(iii) distinction whether it is subject to insurance payment as prescribed in Article 53 of the Deposit Insurance Act;
(iv) date of deposit and expiry (including an indication whether the deposit will be renewed automatically, or not);
(v) method of repayment;
(vi) method of establishing interest payments, payment method, calculation method, and other items concerning interest;
(vii) handling the termination of the contract during the period of deposit (including the calculation methods of interest and fees);
(viii) date when said contract for a specified deposit, etc. is effected;
(ix) matters concerning a Fee, Etc. pertaining to said contract for a specified deposit, etc.;
(x) name of customer; and
(xi) a method to contact said Bank by the customer.
(2) In the cases where a Bank or a Bank Agent must deliver to a customer a document as prescribed in the provisions of Article 37-4, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 and Article 52-45-2 of The Act, pursuant to the same paragraph with regard to conclusion of one contract for a specified deposit, etc., when said Bank Agent carries out said delivery, said Bank shall, notwithstanding the provisions of the preceding paragraph, not be required to enter matters as listed in items (ii) to (vii) of the same paragraph in the Document Delivered At Concluding A Contract.
(Cases that Do Not Require Delivery of a Document Delivered At Concluding A Contract)
Article 14-11-29 (1) Cases as provided by Cabinet Office Ordinance as prescribed in Article 37-4, proviso of paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act pertaining to a Document Delivered At Concluding A Contract, shall be the following cases:
(i) in the cases where a Document of Foreign Currency Deposit, Etc. is delivered to said customer within one (1) year before conclusion of a contract for a specified deposit, etc. pertaining to a Foreign Currency Deposit, Etc. (limited to said customer declaring his or her intention not to require delivery of a Document Delivered At Concluding A Contract);
(ii) in the cases where a Document Delivered At Concluding A Contract pertaining to a contract for a specified deposit, etc. with an identical contract to the contract for a specified deposit, etc. to said customer is delivered within one (1) year before conclusion of said contract for a specified deposit, etc. (including the cases where the Document Delivered At Concluding A Contract is not delivered with regard to said contract for a specified deposit, etc. with an identical content pursuant to the provisions of the preceding item); and
(iii) in the cases where a contract for a specified deposit, etc. has been effected for which content is to change a part of the contract for a specified deposit, etc., the following cases:
(a) when there are no matters to be changed with the entry matters in the Document Delivered At Concluding A Contract pertaining to a contract for a specified deposit, etc. that has been effected due to said change; and
(b) in the cases where there are the entry matters to be changed in the Document Delivered At Concluding A Contract pertaining to a contract for a specified deposit, etc. that has been effected due to said change, when a document, in which said entry matters to be changed is entered, has been delivered to said customer.
(2) The provisions of Article 34-2, paragraph (4) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, and provisions of Article 4-3 and Article 14-11-8 of The Order, shall apply mutatis mutandis to delivery of documents pursuant to the provisions of item (iii), (b) of the preceding paragraph.
(3) In the cases where a contract for a specified deposit, etc. pertaining to a Foreign Currency Deposit, Etc. is concluded within one (1) year from the date when a Document of Foreign Currency Deposit, Etc. is delivered (including the date when a Document of Foreign Currency Deposit, Etc. is deemed to be delivered pursuant to the provisions of this paragraph) (limited to the cases where said customer declared his or her intention not to require delivery of a Document Delivered At Concluding A Contract), it shall be deemed that the Document of Foreign Currency Deposit, Etc. is delivered on the date of said conclusion and the provisions of paragraph (1), item (i) shall apply.
(4) In the cases where, within one (1) year from the date (in the cases where a Document Delivered At Concluding A Contract is not delivered with regard to a contract for a specified deposit, etc. pursuant to the provisions of paragraph (1), item (i), the date of conclusion of said contract for a specified deposit, etc., including the date when a Document Delivered At Concluding A Contract is deemed to be delivered pursuant to the provisions of this paragraph) when a Document Delivered At Concluding A Contract is delivered, a contract for a specified deposit, etc. with an identical content to the contract for a specified deposit, etc. pertaining to said Document Delivered At Concluding A Contract, the Document Delivered At Concluding A Contract is deemed to be delivered on the date of said conclusion and the provisions of paragraph (1), item (ii) shall apply.
(Significance of Registration of a Credit Rating Agency and Other Matters)
Article 14-11-30 (1) The significance of registration pursuant to Article 66-27 of the Financial Instruments and Exchange Act and other matters provided by Cabinet Office Ordinance as prescribed in Article 38, item (iii) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of the Act, shall be those listed in the following:
(i) the significance of registration pursuant to Article 66-27 of the Financial Instruments and Exchange Act;
(ii) With regard to a person who gave a credit rating (which means the credit rating prescribed in Article 2, paragraph (34) of the Financial Instruments and Exchange Act; hereinafter the same shall apply in this Article, Article 34-2-30, and Article 34-53-17), matters listed in the following:
(a) trade name or name;
(b) if said person is a Juridical Person (including an organization which is not a juridical person and appoints a representative or an administrator), the name of its officers (in case of an organization which is not a juridical person and appoints a representative or an administrator, such representative or administrator);
(c) names and locations of the head office and other principal business offices or offices.
(iii) the outline of the policy and method that the person who gave the credit rating uses to give said credit rating;
(iv) the premise, significance, and limitations of credit rating.
(2) Notwithstanding the provisions of the preceding paragraph, with regard to Credit Ratings determined by a Specified Associated Juridical Person (meaning Specified Associated Juridical Person prescribed in Article 116-3, paragraph (2) of Cabinet Office Ordinance on Financial Instruments Business, etc.; the same shall apply in this paragraph, Article 34-2-30, paragraph (2) and Article 34-53-17, paragraph (2)), significance of registration under Article 66-27 of the Act and other matters provided by Cabinet Office Ordinance are the following:
(i) the significance of registration pursuant to Article 66-27 of the Financial Instruments and Exchange Act;
(ii) trade name, name and registration number of Credit Rating Agency which is Assciated Juridical Person (meaning Associated Juridical Person prescribed in Cabinet Office Ordinance on Financial Instruments Business, etc., Article 295, paragraph (3), item (x); the same shall apply in Article 34-2-30, paragraph (2), item (ii) and Article 34-53-17, paragraph (2), item (ii)) and is designated as Specified Assiciated Juridical Person by the Commissioner of the Financial Services Agency pursuant to the provisions of the same Cabinet Office Ordinance, Article 116-3, paragraph (2);
(iii) the name used by said Specified Associated Juridical Person as a representation of the Credit Rating Business (meaning Credit Rating Business provided in Article 2, paragraph (35); the same shall apply in Article 34-2-30, paragraph (2), item (iii) and Article 34-53-17, paragraph (2), item (iii));
(iv) the outline of the policy and method that the Specified Associated Juridical Person who gave the credit rating uses to give said credit rating or way to obtain information on the said outline from Credit Rating Agency specified by item (ii);
(v) the premise, significance, and limitations of credit rating.
(Prohibited Acts)
Article 14-11-30-2 Acts as provided by Cabinet Office Ordinance as prescribed in Article 38, item (vii) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, shall be the following acts:
(i) acts as listed in each item of Article 14-11-3;
(ii) with regard to delivery of the following documents, an act to conclude a contract for a specified deposit, etc. without explaining in advance to a customer (excluding a Professional Investor (excluding a person who is deemed to be a customer other than a Professional Investor pursuant to the provisions of Article 34-2, paragraph (5) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, and including a person who is deemed to be a Professional Investor pursuant to the provisions of Article 34-3, paragraph (4) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act (including a cases where it is applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act)); hereinafter the same shall apply in this item) regarding matters (in the cases where a document as listed in item (c) is delivered, matters that are entered in said document and that are pertaining to matters listed in items (iii) to (v) and (vii) of the same paragraph) listed in Article 37-3, paragraph (1), items (iii) to (v) and (vii) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, by a necessary method and degree for the understanding of said customer in light of the customer's knowledge, experience, condition of assets, and purpose to conclude the contract for a specified deposit, etc.:
(a) Document Delivered Prior to the Conclusion of a Contract;
(b) Document of Foreign Currency Deposit, Etc.; and
(c) Document For Contract Change;
(iii) with regard to conclusion of a contract for a specified deposit, etc. and its solicitation, an act of misrepresentation, or an indication that may cause misunderstanding of material matters;
(iv) with regard to a contract for a specified deposit, etc., an act to promise provisions of special profit to a customer or a person specified by the customer, or an act to provide special profit to a customer or a third person (including an act to order a third party to promise the provision of special profit or to provide special profit); and
(v) with regard to conclusion or termination of a contract for a specified deposit, etc., an act to solicit by telephone or visit during the time when a customer (limited to an individual) finds it annoying.
(Exemption of Exclusion from Application of Behavior Regulation)
Article 14-11-31 The cases as provided by Cabinet Office Ordinance as prescribed in the proviso of Article 45 of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, with regard to application of provisions of Article 37-4 of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 of The Act, shall be the cases of a system for responding immediately to an inquiry concerning a contract for a specified deposit, etc. that a customer concluded is not developed.
(Subsidiary Company, etc., of a Bank)
Article 14-12 A company that has a special relationship as provided by Cabinet Office Ordinance as prescribed in Article 14-2, item (ii) of The Act shall be the following persons:
(i) a Subsidiary, Etc. of said Bank; and
(ii) a Relevant Juridical Person, Etc. of said Bank.
(Application, etc. of Approval for Holidays)
Article 15 (1) A Bank, when intending to obtain an approval for holidays pursuant to the provisions of Article 5, paragraph (2), item (ii) of The Order, shall attach the following documents to a written application for approval and submit them to the Commissioner of the Financial Services Agency, Etc.:
(i) a written statement of reasons; and
(ii) a document stating the method of posting notice pursuant to provisions of Article 5, paragraph (3) of The Order.
(2) The Commissioner of the Financial Services Agency, Etc., when an application for approval is filed pursuant to the provisions of the preceding paragraph, shall examine whether it conforms to the following standards:
(i) it is not likely to cause problems with the system that processes exchange transactions in Japan between financial institutions by using communication lines;
(ii) it does not harm in the extreme the convenience of a customer of a business office pertaining to said application; and
(iii) a business office pertaining to said application does not carry out current deposit service.
(3) When a business office that does not carry out current deposit service files an application for approval pursuant to the provisions of Article 32, paragraph (2) by a written application stating that a day other than those as listed in each item of Article 5, paragraph (1) and paragraph (2), item (i) of The Order (which are referred to as a "Designated Holiday" in the following paragraph) as a holiday, the Commissioner of the Financial Services Agency, Etc., shall, in addition to examinations as prescribed in paragraph (3) of the same Article, examine whether the day conforms to the standards as listed in each item of the preceding paragraph.
(4) When a Bank obtains an authorization as prescribed in Article 47-2 of The Act based on a written application, with regard to a business office as prescribed in the preceding paragraph determining a day other than Designated Holiday as a holiday, it shall be deemed to be approved as prescribed in Article 5, paragraph (2), item (ii) of The Order.
(Business Hours)
Article 16 (1) Business hours of a Bank shall be 9:00 a.m. to 3:00 p.m.
(2) Business hours as prescribed in the preceding paragraph may be lengthened due to the convenience of business.
(3) A Bank, in the cases where its business office corresponds to all of the following (excluding cases corresponding to the preceding paragraph), may change business hours with regard to said business office:
(i) in the cases where it requires to set different business hours from business hours as prescribed in paragraph (1) due to the location of said business office, special circumstances of the installation location, or other circumstances;
(ii) in the cases where it does not harm in the extreme the convenience of customers of said business office; and
(iii) in the cases where said business office does not carry out current deposit services.
(4) A Bank, when changing business hours pursuant to the provisions of the preceding paragraph, shall display that effect in front of said business office.
(5) Notwithstanding the provisions of each item of the preceding paragraph, business hours of a business office of a Bank that is located in a foreign state shall be the times to be approved pursuant to laws and regulations of the location of said business office.
(Notification, etc. of Temporary Suspension of Business)
Article 17 (1) A Bank, when intending to notify all concerned of a suspension or recommencement of all or part of its business pursuant to the provisions of Article 16, paragraph (1) of The Act, shall attach the following documents to the written notice and submit them to the Commissioner of the Financial Services Agency, Etc.:
(i) a written statement of reasons;
(ii) a document stating the method of notice display pursuant to the provisions of Article 16, paragraph (1) of The Act; and
(iii) other documents stating matters that the Commissioner of the Financial Services Agency finds to be necessary.
(2) Cases as provided by Cabinet Office Ordinance as prescribed in Article 16, paragraph (1) of The Act are following cases:
(i) in the cases where all or part of business of a Bank is ordered to suspend pursuant to the provisions of Article 26, paragraph (1); Article 27; or Article 52-34, paragraphs (1) or (4) of The Act;
(ii) in the cases where, on a holiday of a Bank as prescribed in Article 15, paragraph (1) of The Act, at a business office of a Bank that carries out all or part of business, all or part of business implemented on said holiday by a cash dispenser or other machine specified separately by the Commissioner of the Financial Services Agency (hereinafter referred to as "Cash Dispenser, Etc.") is suspended;
(iii) in the cases where, at a unmanned business office of a Bank, all or part of business is suspended (excluding cases corresponding to the preceding paragraph);
(iv) in the cases where all or part of business of a Bank located in a foreign state or business by a person that is entrusted by said Bank and carries out business of said Bank, is suspended at a business office that carries out said business; and
(v) in the cases where all or part of business of a Bank is suspended due to suspension of all or part of business of a Bank Agency Service that is carried out for said Bank by the Bank Agent (including a Bank, etc. (which means a Bank, etc. as prescribed in paragraph (1) of the Article 52-61 of The Act) that is deemed to be a Bank Agent pursuant to the provision of paragraph (2) of the same Article; the same shall apply in the following paragraph) which Entrusting Bank is said Bank.
(3) In the case of posting a notification pursuant to the provisions of Article 16, paragraph (1) of The Act, the notification shall be posted continuously in front of the business office corresponding to the categories as listed in each item of the following for the period until the day specified in each said item:
(i) posting pursuant to the provisions of Article 16, first sentence of paragraph (1) of The Act: the day to recommence all or part of business at a business office as which a Bank suspended all or part of its business temporarily;
(ii) posting pursuant to the provisions of Article 16, paragraph (1), second sentence of Article 16: the day when one (1) month elapses after the day to recommence all or part of business at a business office at which a Bank suspended all or part of business temporarily.
(4) Cases as provided by Cabinet Office Ordinance as prescribed in Article 16, paragraph (2) of The Act shall be the cases as listed in the following:
(i) the cases of suspending all or part of business at an unmanned business office of a Bank;
(ii) the cases of suspending all or part of business pertaining to a Bank Agent and carried out for said Bank at an unmanned business office or office of a Bank Agent which Entrusting Bank is said Bank;
(iii) cases corresponding to paragraph (2), item (ii), (iv), or (v); and
(iv) the cases where the suspension period is within one (1) business day and business is surely estimated to be recommenced immediately.
Chapter III Subsidiary Company, etc.
(Business, etc. of a Specialized Subsidiary Company, etc.)
Article 17-2 (1) The business provided by Cabinet Office Ordinance as prescribed in Article 16-2, paragraph (1), item (ii)-2 of the Act shall be the following:
(i) a business listed in any of the items of paragraph (1) of the following Article which is operated mainly for the business of a Bank, its Subsidiary Company, or a person listed in any of the items of paragraph (4) based on standards prescribed by the Commissioner of the Financial Services Agency;
(ii) a business listed in any of the items of paragraph (2) of the following Article; provided, however, that, with regard to a business listed in any of items (ixx) to (xxiii) in the same paragraph, limited to the cases where such business has a Securities Subsidiary Company, etc. (which means the Security Subsidiary Company, etc. prescribed in Article 16-2, paragraph (2), item (vi), of the Act); with regard to a business listed in any of items (xxiv) to (xxxiv) of the following Article, paragraph (2), limited to the cases where such business has an Insurance Subsidiary Company, etc. (which means the Insurance Subsidiary Company, etc. prescribed in Article 16-2, paragraph (2), item (vii), of the Act; the same shall apply in the following paragraph, item (iii) and paragraph (3), item (v)); and with regard to a business listed in any of items (xxxv) to (xxxvii) of the following Article, paragraph (2), limited to the cases where such Bank is a Bank That is a Trust Bank (which means a Bank That is a Trust Bank prescribed in Article 16-2, paragraph (2), item (viii), (a) of the Act; the same shall apply hereinafter) or to the cases where such Bank has a Trust Subsidiary Company, etc. (which means a Trust Subsidiary Company, etc. prescribed in Article 16-2, paragraph (2), item (viii) of the Act; the same shall apply hereinafter).
(2) Business as provided by Cabinet Office Ordinance as prescribed in Article 16-2, paragraph (1), item (iii) of The Act shall be, in addition to business to perform acts as listed in Article 35, paragraph (1), items (i) to (x) and (xii) of the Financial Instruments and Exchange Act and business as listed in paragraph (2), items (i) to (iii) of the same Article (limited to, with regard to the business listed in item (i) of the same paragraph, the business listed in Article 13-2-3, paragraph (1), items (i) and (iii) (limited to the part pertaining to item (i) of the same paragraph) and the business to accept the consignment of a transaction on a commodity market, etc. as prescribed in Article 2, paragraph (16) of the Commodity Exchange Act); and limited to, with regard to the business listed in Article 35, paragraph (2), item (ii) of the Financial Instruments and Exchange Act, the business listed in Article 13-2-3, paragraph (1), items (i) and (iii) (limited to the part pertaining to item (i) of the same paragraph)), the following:
(i) acts as listed in Article 2, paragraph (8), items (vii) and (xi) to (xvii) of the Financial Instruments and Exchange Act and business to perform an act as prescribed in Article 1-12 of the Order of Enforcement of the Financial Instruments and Exchange Act;
(ii) business that is as listed in each item of paragraph (1) of the following Article (except item (xxiii)) and that is carried out, based on the standards specified separately by the Commissioner of the Financial Services Agency, for the business, which is carried out mainly by a Bank, its Subsidiary Company, or a person as listed in each item of paragraph (4); or
(iii) business as listed in each item of paragraph (2) of the following Article (excluding business corresponding to that as listed in item (i)); provided, however, that with regard to business as listed in items (xxiv) to (xxxiv) of the same paragraph, limited to cases of holding an insurance Subsidiary Company, etc., and with regard to business as listed in paragraph (2), items (xxxv) to (xxxvii) of the following Article, limited to cases of a Bank that is a trust bank or cases of holding a trust Subsidiary Company, etc.
(3) Business as provided by Cabinet Office Ordinance as prescribed in Article 16-2, paragraph (1), item (iv) shall be the following business, in addition to business to perform acts as listed in Article 35, paragraph (1), items (x) and (xiii) of the Financial Instruments and Exchange Act, and business as listed in paragraph (2), items (i) to (iii) of the same Article:
(i) acts as listed in Article 2, paragraph (8), items (xi), (xii) and (xiv) of the Financial Instruments and Exchange Act and business to perform an act as prescribed in Article 1-12 of the Order of Enforcement of the Financial Instruments and Exchange Act;
(ii) intermediary of the conclusion of an accumulated investment contract (which means an accumulated investment contract as prescribed in Article 35, paragraph (1), item (vii) of the Financial Instruments and Exchange Act);
(iii) intermediary of the lending of securities as prescribed in Article 35, paragraph (1), item (i) of the Financial Instruments and Exchange Act;
(iv) business as listed in item (ii) of the preceding paragraph; and
(v) business as listed in each item of paragraph (2) of the following Article (excluding business corresponding to that as listed in item (i)); provided, however, that with regard to business as listed in items (xxiv) to (xxxiv) of the same paragraph, limited to the cases of holding an insurance Subsidiary Company, etc., and with regard to business as listed in items (xxxv) to (xxxvii) of the same paragraph, limited to the cases where a Bank is a Trust Bank or the case of holding a Trust Subsidiary Company, Etc.
(4) A person as provided by Cabinet Office Ordinance as prescribed in Article 16-2, paragraph (1), item (xi) and paragraph (7) of The Act shall be the following:
(i) a Bank holding a specified subsidiary Bank of said Bank (which means a Subsidiary Company (limited to a Bank or a company as listed in Article 52-23, paragraph (1), item (i) or (vi) of The Act and excluding said Bank and a specified subsidiary bank (which means a company as listed in Article 16-2, paragraph (1), items (i) to (ii)-2, or item (vii) of The Act among the Subsidiary Companies of said Bank; the same shall apply in the following item and item (iv))) of a Bank Holding Company that has said Bank as a Subsidiary Company; the same shall apply in item (iv));
(ii) a group of Banks of said Bank (which means a group of said Bank and its Subsidiary Companies, or a group of specified subsidiary banks of said Bank and Subsidiary Companies other than a specified subsidiary bank of said Bank; the same shall apply in item (iv));
(iii) a group of Bank Holding Company(s) of said Bank (limited to a group that includes a Bank or companies as listed in Article 52-23, paragraph (1), item (i) or (vi) of The Act among a group of two (2) or more Subsidiary Companies of a Bank Holding Company that holds said Bank as a Subsidiary Company and a group of said Bank Holding Company and its Subsidiary Companies, and excluding groups as listed in the preceding item; the same shall apply in the following item);
(iv) said Bank or its specified subsidiary bank, a Bank holding specified subsidiary bank, a group of Banks, or a group of Bank Holding Company(s), and the following persons:
(a) a Bank, etc.;
(b) a group of Banks, etc.;
(c) a group of Bank Holding Company(s); or
(d) a group of Holding Company(s) of long-term credit banks of a long-term credit bank.
(5) The term "Bank, etc.", "a group of Banks, etc.", and "a group of Holding Company(s) of a long-term credit bank" as prescribed in item (iv) of the preceding paragraph shall mean as provided in the following, respectively:
(i) a Bank, etc.: the following persons:
(a) a Bank or a long-term credit bank (among Subsidiary Companies of such entities, including a foreign company that carries out Banking Business);
(b) a Shinkin Bank, Credit Cooperatives, or a Labor Bank (among federations organized with these juridical persons or companies that are Subsidiary Companies, including a Bank or a foreign company that carries out Banking Business);
(c) an agricultural cooperative, a federation of agricultural cooperatives, a fisheries cooperative, a federation of fisheries cooperatives, a fishery processing cooperative, a federation of fishery processing cooperative (with regard to a federation of agricultural cooperatives, a federation of fisheries cooperatives, and a federation of fishery processing cooperatives, including a Subsidiary Company (limited to a Bank) of said federation of agricultural cooperatives, said federation of fisheries cooperatives, and said federation of fishery processing cooperatives); and
(d) the Norinchukin Bank (among its Subsidiary Companies, including a Bank or a foreign company that carries out Banking Business);
(e) the Shoko Chukin Bank Limited
(ii) a group of Banks, etc.: a group of Banks, etc., as prescribed in the preceding item and its Subsidiary Companies, or a group of subsidiary banks, etc., of said Bank, etc. (which means a Bank, long-term credit bank, or a foreign company that carries out Banking Business, among Subsidiary Companies of said Bank, etc.; hereinafter the same shall apply in this item) and Subsidiary Companies other than a subsidiary bank, etc., of said Bank, etc.;
(iii) a group of Holding Company(s) of a long-term credit bank: among a group of two (2) or more Subsidiary Companies of a Holding Company of a long-term credit bank (which means a Holding Company of a long-term credit bank as prescribed in Article 16-4, paragraph (1) of the Long-Term Credit Bank Act; the same shall apply hereinafter) or a group of said Holding Company of a long-term credit bank and its Subsidiary Companies, limited a group that includes a long-term credit bank or companies as listed in Article 16-4, paragraph (1), item (i) or (vi) of the Long-Term Credit Bank Act, and excluding a group as specified in the preceding item.
(6) A company as provided by Cabinet Office Ordinance as prescribed in Article 16-2, paragraph (1), item (xii) and Article 16-3, paragraph (7) of The Act shall be a company other than a company which is an issuer of securities as listed on a financial instruments exchange or securities registered in a securities registry of over-the-counter transactions as prescribed in Article 67-11, paragraph (1) of the Financial Instruments and Exchange Act, which company shall be a stock company corresponding to any of the following items:
(i) a stock company that is a small and medium sized enterprise operator as prescribed in Article 2, paragraph (1) of the Act for Facilitating New Business Activities of Small and Medium-sized Enterprises (Act No. 18 of 1999), for which ten (10) years have not elapsed since the date of incorporation, and for which the percentage of the amount listed in (a) compared to the amount listed in (b) exceeds 3% in the preceding business year or preceding year:
(a) total amount of testing and research expenses and other expenses specially paid for recruitment of new technology or new management organization, market cultivation, or commencement of new business;
(b) the amount that is the result of deducting the income amount by transfer of fixed assets or securities as prescribed in Article 2, item (xxi) of the Corporation Tax Act (Act No. 34 of 1965) from the total income amount;
(ii) a stock company that is a small or medium-sized enterprise operator as prescribed in Article 2, paragraph (1) of the Act for Facilitating New Business Activities of Small and Medium-sized Enterprises, for which one (1) year has not elapsed since the date of incorporation, for which the number of full-time researchers is two (2) or more, and for which the percentage of the number of said researchers to the total number of full-time officers and employees is 10% or more; or
(iii) a company that is authorized as prescribed in Article 9, paragraph (1) of the Act for Facilitating New Business Activities of Small and Medium-sized Enterprises;
(iv) a company that is certified as prescribed in Article 11, paragraph (1) of the Act for Facilitating New Business Activities of Small and Medium-sized Enterprises;
(v) a company certified as prescribed in Article 5, paragraph (1), Article 7, paragraph (1), Article 9, paragraph (1), Article 11, paragraph (1), Article 14, paragraph (1), or Article 16, paragraph (1) of the Act on Special Measures for Industrial Revitalization and Industrial Innovation (Act No. 131 of 1999) or a company that succeeded a business according to the Plan for Revitalization of Succeeded Business of Small and Medium-sized Enterprises in Article 39-2, paragraph (1) pertaining to the certification prescribed in the same paragraph;
(vi) a company for which a rehabilitation plan is authorized pursuant to the provisions of the Civil Rehabilitation Act (Act No. 225 of 1999) with regard to the revitalization plan prescribed in Article 2, item (iii) of the same Act;
(vii) a company for which a reorganization plan is authorized pursuant to the provisions of the Corporate Reorganization Act (Act No. 154 of 2002) with regard to the reorganization plan prescribed in Article 2, paragraph (2) of the same Act;
(viii) a company to which it has been decided to give support prescribed Article 25, paragraph (4) of the Act on Organization for Support of Stock Company Enterprises (Act No. 63 of 2009);
(ix) a company that implements a plan for reasonable improvement of management (limited to a plan in which a Bank etc., prescribed in Article 52-61, paragraph 1 of the Act, Shoko Chukin Bank Limited, an insurance corporation (including foreign insurance corporations, etc.), a Bank Holding Company, a Holding Company of a long-term credit bank or a Holding Company of insurance provider prescribed in Article 2, paragraph 16 of the Insurance Business Act, or a Subsidiary Company of the above (hereinafter referred to as "Specified Financial Institution, etc." in this item) implements, with regard to a debt the company owes to said Specified Financial Institution, etc., any of the following measures and by the implementation of which the business management condition of said company is expected to improve within a reasonable period of time):
(a) a measure to release said company from all or part of said debt
(b) a measure to acquire shares in order to extinguish all or part of said debt.
(c) a measure to subordinate all or part of the claims pertaining to said debt to other claims to said company (limited to a measure that also arranges so that said company loses its benefit of time if financial indexes of said company declines below certain standards agreed upon in advance between said Specified Financial Institution, etc. and said company).
(7) In addition to companies as prescribed in the preceding paragraph, a person that is a stock company that corresponds to a company as prescribed in the preceding paragraph when its voting rights are acquired by a Bank or its Subsidiary Company (including a company that will become a Subsidiary Company; hereinafter the same shall apply in this paragraph) not due to reasons as listed in Article 17-4, paragraph (1), item (i) or (ii), shall also correspond to a company as provided by Cabinet Office Ordinance as prescribed in Article 16-2, paragraph (1), item (xii) and Article 16-3, paragraph (7) of The Act pertaining to said Bank unless such voting rights are newly acquired by said Bank or its Subsidiary Company not due to reasons as listed in Article 17-4, paragraph (1), item (i) or (ii).
(8) Notwithstanding the provisions of the preceding two paragraphs, when a company (hereinafter referred to as a "Specified Subsidiary Company" in this paragraph) as prescribed in the following paragraph does not dispose of the acquired voting rights of a company (hereinafter referred to as a "Company Cultivating New Business Field, etc." in this paragraph and Article 17-6, paragraph (1), item (ix)) as prescribed in the preceding two paragraphs by the date that ten (10) years elapse from the date of the acquisition (hereinafter referred to as "Base Disposition Day" in this paragraph), said Company Cultivating New Business Field, etc. shall not correspond to a company as provided by Cabinet Office Ordinance as prescribed in Article 16-2, paragraph (1), item (xii) and Article 16-3, paragraph (7) of The Act pertaining to said Bank from the date following the Base Disposition Day; provided, however, that this shall not apply in the cases where, if said disposition is performed, the number of voting rights of said Company Cultivating New Business Field, etc. held by said Bank or its Subsidiary Company declines below the base number of voting rights (with regard to voting rights of a company in Japan (which means a company in Japan as prescribed in Article 16-3, paragraph (1) of The Act; the same shall apply hereinafter in this Chapter and Chapter V), which means the number of voting rights obtained by multiplying 5% to the voting rights held by all of shareholders, and with regard to voting rights of a foreign company, which means the number of voting rights obtained by multiplying 50% to the voting rights held by all of shareholders; hereinafter the same shall apply in this paragraph) on the said Base Disposition Day, when said Specified Subsidiary Company disposes of a portion of voting rights exceeding the base number of voting rights as of the Base Disposition Day among the voting rights of said Company Cultivating New Business Field, etc. held by said Bank or its Subsidiary Company, during the period from the date of said acquisition to the Base Disposition Day.
(9) A company as provided by Cabinet Office Ordinance as prescribed in Article 16-2, paragraph (1), item (xii) of The Act shall be a company that carries out only business as listed in paragraph (2), item (xii) of the following Article and business incidental to this.
(10) A Holding Company as provided by Cabinet Office Ordinance as prescribed in Article 16-2, paragraph (1), item (xiii) of The Act shall be the following; provided, however, that in the cases where said Holding Company carries out business as listed in each item of paragraph (1) of the following Article, said business shall, based on the standards specified by the Commissioner of the Financial Services Agency, be carried out for the business, which is carried out mainly by a Bank, its Subsidiary Company, or a person as listed in each item of paragraph (4):
(i) with regard to a Holding Company which holds, as a Subsidiary Company, a company specialized in securities business as prescribed in Article 16-2, paragraph (1), item (iii) of The Act (hereinafter referred to as a "Company Specialized In Securities Business"), a company specialized in securities introducing brokerage services as prescribed in item (iv) of the same paragraph (hereinafter referred to as a "Company Specialized In Securities Introducing Brokerage Services") or a foreign company (excluding a foreign company corresponding to that which carries out Banking Business) carrying out securities-related business as prescribed in item (viii) of the same paragraph, and a company specialized in Trust Business as prescribed in item (vi) of the same paragraph (hereinafter referred to as a "Company Specialized In Trust Business"), or a foreign company (excluding a foreign company corresponding to that which carries out Banking Business) that carries out Trust Business as prescribed in item (x) of the same paragraph, a Holding Company that carries out only business to manage the business of said Subsidiary Company and business incidental to this, and business as listed in each item of paragraph (1) and each item of paragraph (2) of the following Article (excluding items (xxiv) to (xxxiv)) (limited to the cases where the Holding Company does not hold, as a Subsidiary Company, a company as prescribed in Article 16-2, paragraph (1), items (i), (ii), (v), (v)-2, (vii), and (ix); the same shall apply hereinafter except for the following item and item (iii));
(ii) with regard to a Holding Company which holds, as a Subsidiary Company, a Company Specialized In Securities Business, a Company Specialized In Securities Introducing Brokerage Services, or a foreign company (excluding a foreign company corresponding to that which carries out Banking Business) that carries out securities-related business as prescribed in Article 16-2, paragraph (1), item (viii) of The Act, a Holding Company that carries out only business to manage the business of said Subsidiary Company and business incidental to this, and business as listed in each item of paragraph (1) and each item of paragraph (2) of the following Article (excluding items (xxiv) to (xxxvii)) (limited to the cases where a Holding Company does not hold, as a Subsidiary Company, a company as prescribed in Article 16-2, paragraph (1), items (i), (ii), (v) to (vii), (ix) and (x));
(iii) with regard to a Holding Company that holds, as a Subsidiary Company, a Company Specialized In Trust Business or a foreign company (excluding a foreign company corresponding to that which carries out Banking Business) that carries out Trust Business as prescribed in Article 16-2, paragraph (1), item (x) of The Act, a Holding Company that carries out only business to manage the business of said Subsidiary Company and business incidental to this, and business as listed in each item of paragraph (1) and each item of paragraph (2) of the following Article (excluding items (ixx) to (xxxiv)) (limited to the cases where the Holding Company does not hold, as a Subsidiary Company, a company as prescribed in Article 16-2, paragraph (1), items (i), (ii), (iii) to (v)-2, and (vii) to (ix));
(iv) with regard to a Holding Company that holds a company as prescribed in Article 16-2, paragraph (1), items (ii)-2, (xi) or (xii) of The Act as a Subsidiary Company, a Holding Company that carries out only business to manage the business of said Subsidiary Company and business incidental to this, and business as listed in each item of paragraph (1) and each item of paragraph (2) of the following Article (excluding items (ixx) to (xxxvii));
(v) with regard to a Holding Company as specified in paragraph (6) of the following Article among companies that are a Subsidiary Company of a Company Specialized In Securities Business or a Company Specialized In Securities Introducing Brokerage Services that is a Subsidiary Company of said Bank as prescribed in Article 16-2, paragraph (2), item (vi), (c) of The Act, , a Holding Company that carries out only business to manage the business of said Subsidiary Company of a Holding Company and business incidental to this, and business as listed in each item of paragraph (1) and each item of paragraph (2) of the following Article (excluding items (xxiv) to (xxxvii));
(vi) with regard to a Holding Company as specified in paragraph (7) of the following Article among companies that are a Subsidiary Company of an insurance corporation or a small amount and short-term insurance provider (which means a small amount and short-term insurance provider as prescribed in Article 2, paragraph (18) of the Insurance Business Act; the same shall apply hereinafter) that are a Subsidiary Company of said Bank as prescribed in Article 16-2, paragraph (2), item (vii), (c) of The Act, a Holding Company that carries out only business to manage the business of a Subsidiary Company of said Holding Company and business incidental to this, and business as listed in each item of paragraph (1) and each item of paragraph (2) of the following Article (excluding items (ixx) to (xxiii), and items (xxxv) to (xxxvii));
(vii) with regard to a Holding Company as specified in paragraph (8) of the following Article among companies that are a Subsidiary Company of a Trust Bank or a Company Specialized In Trust Business that is a Subsidiary Company of said Bank as prescribed in Article 16-2, paragraph (2), item (viii), (d) of The Act, a Holding Company that carries out only business to manage the business of a Subsidiary Company of said Holding Company and business incidental to this, and business as listed in each item of paragraph (1) and each item of paragraph (2) of the following Article (excluding items (ixx) to (xxxiv)).
(11) The provisions of Article 2, paragraph (11) of The Act shall apply mutatis mutandis to voting rights as prescribed in paragraphs (7) and (8).
(Scope, etc., of a Subsidiary Company of a Bank)
Article 17-3 (1) Business as provided by Cabinet Office Ordinance as prescribed in Article 16-2, paragraph (2), item (i) of The Act shall be the following:
(i) a business of the leasing of real property (as a general rule, limited to real property for business acquired or leased from a Bank that is a Subsidiary Company, or its Subsidiary Company) for another business operator, or maintenance, inspection, or other management of real property or its accompanying equipment that is owned by another business operator;
(ii) a business providing services concerning a benefit or welfare program for officers or employees of another business operator;
(iii) a business of purchase or management of goods for business use of another business operator;
(iv) a business of printing or bookbinding of documents, vouchers, or other statements pertaining to services of another business operator;
(v) a business of advertisement or promotion concerning business of another business operator;
(vi) a business of operation, maintenance, inspection, or other management of automobiles for another business operator;
(vii) a business of providing an investigation or information to be necessary for business of another business operator (except for that corresponding to item (x));
(viii) a business of maintenance, inspection, or other management of Cash Dispensers, Etc. of another business operator;
(ix) a business of preparation or dispatch of postcards or sealed documents that solicit the conclusion of contracts pertaining to business of another business operator or that explain the contents of said contracts;
(x) a business of evaluation of properties that shall be the object of security for a claim pertaining to loan or other granting of credit executed by another business operator, maintenance of property that is the object of said security or other necessary services for said properties;
(xi) a business of consulting service for loan (limited to a loan necessary to purchase a housing or a loan to any other consumers) provided by another business operator, or an introducing brokerage of services pertaining to said loan, or performing other services necessary for said loan;
(xii) a business pertaining to foreign exchange transactions carried out by another business operator, letters of credit, or traveler's checks, or a business to carry out services necessary for the loan of funds directly necessary for import or export or any other international transactions, discounting of negotiable instruments, a debt guarantee, or the acceptance of negotiable instruments;
(xiii) a business of calculations pertaining to services of another business operator;
(xiv) a business of preparation, arrangement, custody, dispatching, or delivery of documents pertaining to services of another business operator, vouchers, or any other documents;
(xv) a business as an introducing brokerage to carry out services between another business operator and customers of said other business operator;
(xvi) a worker dispatch business as prescribed in Article 2, item (iii) of the Act Concerning Securing the Proper Operation of Worker Dispatching Undertakings and Improved Working Conditions for Dispatched Workers (Act No. 88 of 1985) or an employment placement business that is carried out after obtaining a permission based on the provisions of Article 30, paragraph (1) of the Employment Security Act (Act No. 141 of 1947);
(xvii) a business to carry out services concerning computers for another business operator (including businesses performing design or maintenance of a system that functions by using a computer, or the design, development, or sales of a software program (including sales of attachments to be necessary for sale of the software program) or its maintenance);
(xviii) a business to provide education or training to officers or employees of another business operator;
(xiv) a business of transportation of cash, checks, negotiable instruments or securities of another business operator (except those corresponding to the following item and item (xxi));
(xx) a business of collection and delivery of cash, checks, negotiable instruments, or certificates to principal customers of another business operator;
(xxi) a business of acceptance and delivery of securities pertaining to the business of another business operator with principal customers of said other business operator;
(xxii) a business of arrangement of cash, checks, negotiable instruments or securities, confirmation of the amount or count, or retaining custody temporarily on behalf of another business operator;
(xxiii) a business of investment on behalf of an insurance corporation (which means an insurance corporation as prescribed in Article 16-2, paragraph (1), item (v) of The Act; the same shall apply hereinafter) that is a Subsidiary Company;
(xxiv) in the cases where a Bank that is a Subsidiary Company, its Subsidiary Company that is a Bank, a long-term credit bank, or an insurance corporation (hereinafter referred to as "Parent Bank, Etc." in this item) requires exercise of the security interest for the calling of credit pertaining to a loan of funds or any other credit granting, or in the cases where a purchasing company of claims secured with real property that is contributed and incorporated jointly by financial institutions (hereinafter referred to as "Purchasing Company" in this item) requires exercise of the security interest in order to call claims secured with real property purchased from said Parent Bank, Etc., a business to purchase the real property that is the object of security for these claims at an appropriate price for said Parent Bank, Etc. or said Purchasing Company and a business to own and manage purchased real property and any other necessary services concerning said real property;
(xxv) other business as provided by the Commissioner of the Financial Services Agency as equivalent to business as listed in items (i) to the preceding item; or
(xxvi) business incidental to business as listed in each of the preceding items (limited to business carried out by a person that engages in business as listed in each said item).
(2) Business as provided by Cabinet Office Ordinance as prescribed in Article 16-2, paragraph (2), item (ii) of The Act shall be the following:
(i) agency services or intermediary of a business (excluding business as listed in item (i)-5) of a Bank, a long-term credit bank or a Shinkin Bank, Credit Cooperatives or Labor Bank (including federations organized with these juridical persons);
(i)-2 agency services or intermediary of Trust Business (excluding business as listed in item (i)-5) that is as prescribed in Article 11, paragraph (2) of the Agricultural Co-operative Act and is carried out by an agricultural cooperative or a federation of agricultural cooperatives; Trust Business (excluding a business as listed in item (i)-5) that is as prescribed in Article 54-2, paragraph (2) of the Fishery Cooperative Act and is carried out by a fisheries cooperative or a federation of fisheries cooperatives, or a fishery processing cooperative or a federation of fishery processing cooperative, or a business (excluding a business as listed in item (i)-5) of the Norinchukin Bank;
(i)-3 agency services or intermediary of business of a foreign company that carries out Banking Business (in the cases of carrying out business in Japan, limited to intermediary of custody of securities, settlement concerning transactions of securities based on the instruction of customers, transfer of profits, etc. pertaining to said securities in custody, lending of said securities in custody to a third party based on the instruction or exercise of rights of said securities in custody, or business incidental to the above);
(i)-4 agency or intermediary service for a fund transfer business operated by a fund transfer operator;
(i)-5 agency service of a trust contract as prescribed in Article 2, paragraph (8) of the Trust Business Act (excluding agency services as listed in Article 3, item (ii) of the Order For Enforcement on Act on Provision (etc.) of Trust Business by Financial Institutions and Article 3, paragraph (1), item (ii) of Ordinance for Enforcement on Act on Provision (etc.) of Trust Business by Financial Institutions);
(i)-6 agency services or intermediary of conclusion of a contract that a financial institution that carries out Trust Business accepts as an entrustment of business as listed in Article 1, paragraph (1), items (iii) to (vii) of the Act on Provision (etc.) of Trust Business by Financial Institutions (excluding business as listed in Article 3, item (iii) of the Order For Enforcement on Act on Provision (etc.) of Trust Business by Financial Institutions, and business as listed in Article 3, paragraph (1), items (iii) to (v) of Ordinance for Enforcement on Act on Provision (etc.) of Trust Business by Financial Institutions);
(ii) intermediary of a monetary loan (including intermediary of the granting of money by the discounting of negotiable instruments, security by way of transfer, or by another method similar to these, or transfer of money by said method) that is carried out as a business (excluding business as listed in items (i) to (i)-3);
(ii)-2 Business pertaining to a transaction other than a monetary loan, but equivalent to a monetary loan (limited to business in which the receiving of interest is forbidden by religious discipline and which is conducted based on the judgment of a collegiate system comprised of persons with expert knowledge on religious discipline with regard to said transaction being a transaction other than a monetary loan).
(iii) a business as prescribed in Article 10, paragraph (2) of The Act (excluding business as listed in item (viii) and item (viii)-2 of the same paragraph, securities-related business, and other business corresponding to business as specified by the Commissioner of the Financial Services Agency);
(iii)-2 a servicer as prescribed in Article 2, paragraph (2) of the Act on Special Measures Concerning Servicer (Act No. 126 of 1998), and business as listed in each item of Article 12 of the same Act (in the cases of carrying out business as prescribed in item (ii) of the same Article, limited to the cases where all standards specified by the Commissioner of the Financial Services Agency shall be satisfied);
(iii)-3 defined contribution pension plan operational management as prescribed in Article 2, paragraph (7) of the Defined Contribution Pension Act (Act No. 88 of 2001) or a business to engage in services as listed in each item of Article 61, paragraph (1) of the same Act;
(iii)-4 Solicitation for insurance prescribed in Article 2, paragraph (26), of the Insurance Business Act (referred to as "Solicitation for Insurance" in item (xxvii) and Article 34-48, paragraph (1)).
(iv) a business to perform acts as listed in Article 2, paragraph (8), items (vii), (xiii), and (xv) of the Financial Instruments and Exchange Act;
(v) [deleted];
(vi) a commodity investment advisory business as prescribed in Article 2, paragraph (3) of the Act on Control for Business Pertaining to Commodity Investment;
(vii) when granting a voucher, other item or number, a code or other mark (hereinafter referred to as "Voucher, Etc." in this item and the following item) that enables the purchase of goods or rights, or to receive the provision of service by exchange or presentation of the Voucher, Etc., or by notification, from a specified seller or service provider, to a person intending to purchase goods or rights, or a person intending to receive the provision of service with the Voucher, Etc. (hereinafter referred to as "User" in this item and the following item), and said User purchased goods or rights or received the provision of service by exchanging or presenting the Voucher, Etc., or by notification, from the specified seller or service provider, a business to receive the cost for said goods or said rights, or amount equivalent to compensation for said service from said User, and to grant said amount to said seller or said service provider;
(viii) under the conditions that a User purchases goods or rights or receives the provision of service from a specified seller or service provider without using a Voucher, Etc., a business to grant the cost of said goods or said rights or the amount equivalent to compensation for said service to said seller or said service provider, and to receive said amount from said User;
(ix) a business to issue self-issued, prepaid means of payment prescribed in Article 3, paragraph (4) of the Act on Fund Settlement or a business to issue third party-issued, prepaid means of payment prescribed in paragraph (5) of the same Article, or a business to sell these means of payment.
(x) Deleted
(xi) a business to lease machinery, etc., other goods or articles (hereinafter referred to as "Leased Object, Etc." in this item) (limited to the cases where said business is mainly carried out pursuant to the standards as specified by the Commissioner of the Financial Services Agency, based on a contract that satisfies all of the requirements as listed in the following):
(a) there shall be no stipulation that a party or both parties may provide notice of termination after the commencement date (hereinafter referred to as "Commencement Day Of Service" in this item) of the period when the Leased Object, Etc. may be used (hereinafter referred to as "Service Period" in this item) or after a certain period has elapsed from the Commencement Day Of Service;
(b) the contents of business shall be to receive the amount as a result of deducting the estimated residual price of the Leased Object, Etc. after expiry of the Service Period from the acquisition price of said Leased Object, Etc. and the amount of interest, fixed asset tax, insurance premium and payment, as compensation, during the Service Period; and
(c) there shall not be stipulation that ownership or other rights of the Leased Object, Etc. are transferred to the other party after expiry of the Service Period;
(xii) a business to provide funds to another stock company of which funds are necessary for its business by performing the following acts:
(a) to acquire shares issued by said company with the purpose to receive dividends pertaining to shares or to gain profit from a sale pertaining to said shares;
(b) to acquire company bonds (excluding short-term company bonds as listed in Article 10, paragraph (3), item (i) of The Act) issued by said company; or
(c) to conclude a partnership agreement as prescribed in Article 667, paragraph (1) of the Civil Code with the purpose to perform acts as listed in item (a) or (b), or an investment business limited partnership contract as prescribed in Article 3, paragraph (1) of the Limited Partnership Act for Investment;
(xiii) a business carried out as an investment trust management company or an asset management company (in a foreign state, entities similar to these; including a business to manage real property that belongs to investment trust assets for which an investment trust management company instructs its management, or assets of an investment juridical person that are assets managed by an asset management company);
(xiv) an investment advisory business (which means an investment advisory business as prescribed in Article 28, paragraph (6) of the Financial Instruments and Exchange Act) or a business pertaining to an discretionary investment contract;
(xiv)-2 a business (excluding business corresponding to item (iv) and the preceding two items) to manage (including its instruction) money or other property for others as an investment in assets listed in Article 3, items (i) and (ii) , and items (vi) to (viii) of the Order for Enforcement of the Act on Securities Investment Trust and Securities Investment Corporations (Cabinet Order No. 480 of 2000);
(xiv)-3 a business of consulting service concerning transfer of business, merger, company split, share exchange, or share transfer of another business operator, or for introducing brokerage concerning these;
(xv) a business of consulting service concerning management of another business operator;
(xvi) a business of investigation or research concerning finance or other economics;
(xvii) a business of consulting service concerning the asset formation of individuals;
(xviii) in principle, a business to process data concerning business of a Bank Holding Company, a Holding Company of a long-term credit bank, a company corresponding to a company eligible as a Subsidiary Company (which means a company eligible as a Subsidiary Company as prescribed in Article 16-2, paragraph (1) of The Act, or a company subject to Subsidiary Company as prescribed in Article 52-23, paragraph (1) of The Act; the same shall apply in the following item, item (xxxii) and the following paragraph), or other financial institution as specified by the Commissioner of the Financial Services Agency, or data concerning finance of a business operator, and a business to provide transmission service of these data;
(xviii)-2 in principle, business of a Bank Holding Company, a Holding Company of a long-term credit bank, or a company corresponding to a company corresponding to a c companies eligible as a Subsidiary Company, or other financial institution as specified by the Commissioner of the Financial Services Agency, or a business for creation or sale of a software program for a computer concerning finances of a business operator (including sale of attachments that become necessary due to sale of the software program), or a business of entrusted calculation (excluding those corresponding to item (xxxii);
(xviii)-3 a business concerning calculation of premium or benefits concerning a defined benefit corporate pension as prescribed in Article 2, paragraph (1) of the Defined Benefit Corporate Pension Act (Act No. 50 of 2001) or other pension equivalent to this, and a business concerning preparation or transfer of such documents, etc.;
(xviii)-4 business listed in Article 11, item (iv) of the Act;
(xviii-v) Electronic Monetary Claims Recording Business prescribed in Article 51, paragraph (1) of Electronically Recorded Monetary Claims Act;
(ixx) a business as an introducing brokerage between an owner and issuer of securities of the services concerning said securities;
(xx) agency of a customer concerning securities;
(xxi) a business, with the purpose to facilitate business finance by issuance of shares of a stock company, of advertisement, promotion, or investigation pertaining to said stock company, or other business contributing to the increase of the reputation of an investor in said stock company;
(xxii) the provision of information concerning securities or advisory service (excluding business corresponding to item (ixx) and the preceding item);
(xxiii) a business for intermediary, as an introducing brokerage or as an agency of conclusion of a partnership agreement as prescribed in Article 667, paragraph (1) of the Civil Code or a silent partnership agreement as prescribed in Article 535 of the Commercial Code (excluding business corresponding to securities-related business);
(xxiv) agency of a business pertaining to insurance business of an insurance corporation or a small amount and short-term insurance provider (excluding business corresponding to that as listed in item (iii)-4), or act of such services;
(xxv) Deleted;
(xxvi) a business of investigation of matters pertaining to an accident covered by insurance or other insurance contract;
(xxvii) a business of education of a person who performs Solicitation For Insurance;
(xxviii) a business to provide services concerning welfare facilities for the elderly, etc. (which means a welfare facility for the elderly as prescribed in Article 5-3 of the Old Age Welfare Act (Act No. 133 of 1963) and a fee-charging home for the aged as prescribed in Article 29, paragraph (1) of the same Act), and other services concerning welfare for persons who are aged, disabled, etc.;
(xxix) a business to manage facilities for exercise in order to maintain or improve health, or facilities for the promotion of maintaining or improving health by use of a hot spring;
(xxx) a business of investigation, analysis, or advisory service in order to prevent occurrence of accidents or other risks, to prevent or reduce damage due to occurrence of risks, or to evaluate the size, etc., of damage due to the occurrence of risks;
(xxxi) a business of investigation, analysis, or advisory service concerning health, welfare, or medical care;
(xxxii) in principle, a business of creation or sale (including sale of attachments that become necessary due to sale of a software program) of a computer software program concerning business of a Holding Company insurance corporation, a Holding Company of small amount and short-term insurance provider (which means a small amount and a Holding Company of small amount and short-term insurance provider as prescribed in Article 272-37, paragraph (2) of the Insurance Business Act), a company corresponding to a company eligible as a Subsidiary Company (limited to an insurance corporation, small amount and short-term insurance provider, or a foreign company that carries out insurance business), or an insurance agent, or the business of entrusted calculations;
(xxxiii) a business concerning intermediary or introduction of an automobile repairer, etc.;
(xxxiv) a business as an introducing brokerage of reporting concerning an accident covered by insurance from an insurance contractor or a business of consulting service concerning an insurance contract;
(xxxv) a business concerning management of assets (excluding business corresponding to those as listed in item (iii), limited to business that is a Trust Subsidiary Company, Etc. that holds voting rights of a company carrying out said business, manages the same type of assets as accepting trust assets by the same method as a management method of trust assets as prescribed in a statement of operational procedures) or an agency pertaining to said business;
(xxxvi) a business as listed in Article 1, paragraph (1), items (iv) to (vii) of the Act on Provision (etc.) of Trust Business by Financial Institutions (excluding business corresponding to item (vi) and the preceding item; Article 3, item (iii) of the Order for Enforcement on Act on Provision (etc.) of Trust Business by Financial Institutions; Article 3, paragraph (1), items (iii) and (iv) of Ordinance on Enforcement on Act on Provision (etc.) of Trust Business by Financial Institutions, with regard to the scope of said business in the cases where there is not a company equivalent to a Trust Bank among the Bank that holds a company carrying out said business as a Subsidiary Company, or a Trust Subsidiary Company, Etc. of a Bank which is a Subsidiary Company of a Bank Holding Company that holds a company carrying out said business as a Subsidiary Company, limited to business pertaining to business for which said Trust Subsidiary Company, Etc., obtained an approval pursuant to the provisions of Article 21, paragraph (2) of the Trust Business Act);
(xxxvii) in the cases of accepting trust, a business concerning evaluation of assets (excluding real property);
(xxxviii) other business as specified by the Commissioner of the Financial Services Agency as equivalent to business as listed in item (i) to the preceding item; or
(xxxix) a business incidental to business as listed in each preceding item (limited to a business carried out by a person that carries out a business as listed in each said item).
(3) Business as provided by Cabinet Office Ordinance as prescribed in Article 16-2, paragraph (2), item (iii) of The Act shall be the following:
(i) a business as listed in items (ixx) to (xxiii) of the preceding paragraph;
(ii) other business as specified by the Commissioner of the Financial Services Agency as equivalent to business as listed in the preceding item; or
(iii) among business as listed in item (xxxix) of the preceding paragraph, that pertaining to business incidental to business as listed in the preceding two items.
(4) Business as provided by Cabinet Office Ordinance as prescribed in Article 16-2, paragraph (2), item (iv) of The Act shall be as listed in the following:
(i) a business as listed in paragraph (2), items (xxiv) to (xxxiv);
(ii) other business as specified by the Commissioner of the Financial Services Agency as equivalent to business as listed in the preceding item; or
(iii) among business as listed in paragraph (2), item (xxxix), that pertaining to business incidental to business as listed in the preceding two items.
(5) Business as provided by Cabinet Office Ordinance as prescribed in Article 16-2, paragraph (2), item (v) of The Act shall be as listed in the following:
(i) a business as listed in paragraph (2), items (xxxv) to (xxxvii);
(ii) other business as specified by the Commissioner of the Financial Services Agency as equivalent to business as listed in the preceding item; or
(iii) among business as listed in paragraph (2), item (xxxix), that pertaining to business incidental to business as listed in the preceding two items.
(6) The companies as provided by Cabinet Office Ordinance as prescribed in Article 16-2, paragraph (2), item (vi), (c) of The Act shall be a Holding Company as prescribed in paragraph (1), item (xiii) of the same Article, for which voting rights exceeding 50% of the Holding Company's Voting rights Held By All Of The Shareholders, Etc. are held by a Company Specialized In Securities Business or a Company Specialized In Securities Introducing Brokerage Services that is a Subsidiary Company of said Bank.
(7) The companies as provided by Cabinet Office Ordinance as prescribed in Article 16-2, paragraph (2), item (vii), (c) of The Act shall be a Holding Company as prescribed in paragraph (1), item (xiii) of the same Article, for which voting rights exceeding 50% of the Holding Company's Voting rights Held By All Of The Shareholders, Etc. are held by an insurance corporation or a small amount and short-term insurance provider that is a Subsidiary Company of said Bank.
(8) The companies as provided by Cabinet Office Ordinance as prescribed in Article 16-2, paragraph (2), item (viii), (d) of The Act shall be a Holding Company as prescribed in paragraph (1), item (xiii) of the same Article, for which voting rights exceeding 50% of the Holding Company's Voting rights Held By All Of The Shareholders, Etc. are held by a Trust Bank or a trust company that is a Subsidiary Company of said Bank.
(9) The provisions in Article 1-6, paragraph (3) shall be applied mutatis mutandis to the voting rights held by the persons prescribed in these provisions in the case of the preceding three paragraphs. In this case, the phrase "Article 147, paragraph (1) or Article 148, paragraph (1) (including cases where these provisions are applied mutatis mutandis in Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1), and Article 276 (limited to the part pertaining to item (ii) of the Act)" and the term "shares or contribution" shall be deemed to be replaced with "Article 147, paragraph (1) or Article 148, paragraph (1) " and "shares", respectively, in paragraph (3) of that Article.
(Reasons that Provisions, etc. of Article 16-2, Paragraph (1) shall not Apply)
Article 17-4 (1) Reasons as provided by Cabinet Office Ordinance as prescribed in Article 16-2, paragraph (3) of The Act shall be the following reasons:
(i) acquisition of Shares, Etc. by exercise of the security interest of a Bank or its Subsidiary Company;
(ii) acquisition of Shares, Etc. by an acceptance of substitute performance of a Bank or its Subsidiary Company;
(iii) acquisition of voting rights pertaining to shares or ownership interest that may not exercise voting rights, held by a Bank or its Subsidiary Company (limited to an acquisition due to occurrence of an event that is not based on the intension of said Bank or its Subsidiary Company);
(iv) conversion of shares (which means that said shares are acquired by an issuing company of said shares, and another type of share is granted in exchange for said shares; the same shall apply hereinafter) of a company for which shares are held by a Bank or its Subsidiary Company (excluding the cases where conversion is requested by said Bank or its Subsidiary Company);
(v) consolidation or split of Shares, Etc. of a company, for which Shares, Etc. are held by a Bank or its Subsidiary Company, or an allotment of shares without contribution (which means an allotment of shares without a contribution as prescribed in Article 185 of the Companies Act; the same shall apply hereinafter);
(vi) change of the content of rights or number of share units pertaining to Shares, Etc. due to a change of articles of incorporation of a company for which Shares, Etc. are held by a Bank or its Subsidiary Company; or
(vii) acquisition of its own Shares, Etc. by a company for which Shares, Etc. are held by a Bank or its Subsidiary Company.
(2) Reasons as provided by Cabinet Office Ordinance as prescribed in Article 16-2, paragraph (5) of The Act shall be reasons as listed in each item of the preceding paragraph.
(Companies Eligible as a Subsidiary Company that is Excluded from Banks, etc. Subject To Subsidiary Company)
Article 17-4-2 The companies as provided by Cabinet Office Ordinance as prescribed in Article 16-2, paragraph (4) of The Act shall be a company that carries out only the following business:
(i) a business as listed in Article 17-3, paragraph (2), items (i) to (xviii)-5;
(ii) a business as listed in Article 17-3, paragraph (2), item (xxxviii) (excluding business as listed in paragraph (3), item (ii); paragraph (4), item (ii); and paragraph (5), item (ii) of the same Article); or
(iii) a business as listed in Article 17-3, paragraph (2), item (xxxix) (excluding business as listed in paragraph (3), item (iii); paragraph (4), item (iii); and paragraph (5), item (iii) of the same Article).
(Application, etc. of Authorization for Making a Bank, etc. Subject to Subsidiary Company as a Subsidiary Company)
Article 17-5 (1) A Bank, when intending to obtain an authorization to make a Bank, etc. subject to Subsidiary Company (which means a Bank, etc. subject to Subsidiary Company as prescribed in Article 16-2, paragraph (4) of The Act; hereinafter the same shall apply in this Article) as a Subsidiary Company, shall attach the following documents to an written application for authorization and submit them to the Commissioner of the Financial Services Agency:
(i) a written statement of reasons;
(ii) the following documents concerning said Bank:
(a) the latest balance sheet, profit and loss statement, statement of changes in net assets, and other documents that provide the latest condition of business, assets, and profit and loss;
(b) a document stating an estimation of income and expenditures after obtaining said authorization;
(c) in the cases of holding a Bank, etc. subject to Subsidiary Company due to a share exchange, the documents as listed in the following:
1. minutes of shareholders meetings or other documents certifying that necessary procedures are followed;
2. a document stating the content of the share exchange contract; and
3. a document stating the cost for the share exchange;
(iii) the following documents concerning said Bank and its Subsidiary Company, etc. (which means a Subsidiary Company, etc., as prescribed in Article 14-2, item (ii) of The Act; hereinafter the same shall apply in this item and the following paragraph):
(a) with regard to said Bank and its Subsidiary Company, etc., the latest consolidated balance sheet, profit and loss statement, statement of changes in net assets, other documents that provide the latest condition of business, assets, and profit and loss of these companies; and
(b) a document stating an estimation of income and expenditures and the consolidated capital adequacy ratio (which means the percentage obtained by calculations pertaining to standards as prescribed in Article 14-2, item (ii) of The Act; the same shall apply in item (ii) of the following paragraph; Article 19-3, items (ii) and (iii); Article 22, item (xii); Article 22-2, item (xii); Article 23, item (vii); and Article 35, paragraph (1)) of said Bank and its Subsidiary Company, etc. (including the company to become a Subsidiary Company) after obtaining said authorization;
(iv) the following documents concerning a Bank, etc. subject to Subsidiary Company pertaining to said authorization:
(a) a document stating the name and the location of its principal business office or office;
(b) a document stating the content of business;
(c) the latest balance sheet, profit and loss statement, statement of changes in net assets, and other documents that provide the latest condition of business, assets, and profit and loss; and
(d) a document stating the title and name of officers (when an officer is a juridical person, including the persons who shall engage in the duties);
(v) in the cases where said Bank or its Subsidiary Company becomes to hold voting rights of a company in Japan for which the total number exceeds the voting right holding threshold (which means the voting right holding threshold as prescribed in Article 16-3, paragraph (1) of The Act; the same shall apply in the following Article and Article 17-7) by making a Bank, etc. subject to Subsidiary Company pertaining to said authorization as a Subsidiary Company, a document stating the name and content of business of said company in Japan; and
(vi) other documents stating matters to be referenced for an examination as prescribed in the following paragraph.
(2) The Commissioner of the Financial Services Agency, when an application of authorization pursuant to the provisions of the preceding paragraph is filed, shall examine whether it conforms to the following standards:
(i) the amount of stated capital of the Bank which filed said application (hereinafter referred to as "Applicant Bank" in this paragraph) shall be of sufficient amount to acquire or hold voting rights of the Bank, etc. subject to Subsidiary Company pertaining to said application;
(ii) the consolidated capital adequacy ratio of the Applicant Bank and its Subsidiary Company, etc. (including the Bank, etc. subject to Subsidiary Company pertaining to said authorization) shall be estimated to be at the proper level;
(iii) the latest condition of business, assets, and profit and loss of the Applicant Bank shall be satisfactory;
(iv) income and expenditures of the Applicant Bank and its Subsidiary Company, etc. shall be satisfactory at the time of said application and shall be estimated to change satisfactorily after making the Bank, etc. subject to Subsidiary Company pertaining to said authorization as a Subsidiary Company;
(v) the Applicant Bank may take measures in order to secure sound and appropriate performance of business of the Bank, etc. subject to Subsidiary Company; and
(vi) the Bank, etc. subject to Subsidiary Company pertaining to said authorization may perform its business properly and fairly.
(3) The provisions of the preceding two paragraphs shall apply mutatis mutandis to an authorization pursuant to the provisions of Article 16-2, proviso of paragraph (5) of The Act.
(4) The provision of paragraph (1) shall apply mutatis mutandis to an authorization pursuant to the provisions of Article 16-2, paragraph (6) of The Act.
(5) The provisions of Article 2, paragraph (11) of The Act shall apply mutatis mutandis to voting rights as prescribed in paragraph (1), item (v) (including the cases where it is applied mutatis mutandis pursuant to the preceding two paragraphs).
(Reasons that Provisions, etc. of Article 16-3, Paragraph (1) Shall not Apply)
Article 17-6 (1) Reasons as provided by Cabinet Office Ordinance as prescribed in Article 16-3, paragraph (2) of The Act shall be the following reasons:
(i) acquisition of Shares, Etc. by the exercise of the security interest of a Bank or its Subsidiary Company;
(ii) acquisition of Shares, Etc. by acceptance of substitute performance of a Bank or its Subsidiary Company;
(iii) acquisition of Shares, Etc. (limited to an acquisition that is for the extinguishment of debt of said company to said Bank or its Subsidiary Company and for which the status of said company's management is estimated to improve by said acquisition of Shares, Etc. within a reasonable period of time) by a Bank or its Subsidiary Company based on a plan for reasonable improvement of management of a company that is its customer;
(iv) acquisition of voting rights pertaining to shares or an ownership interest that may not exercise voting rights, held by a Bank or its Subsidiary Company (limited to an acquisition due to occurrence of an event that is not based on the intention of said Bank or its Subsidiary Company);
(v) conversion of shares of a company for which shares are held by a Bank or its Subsidiary Company (excluding cases where conversion is requested by said Bank or its Subsidiary Company);
(vi) consolidation or split of Shares, Etc. of a company for which Shares, Etc. are held by a Bank or its Subsidiary Company, or an allotment of share without contribution;
(vii) change of content of rights or number of share units pertaining to Shares, Etc. due to a change of articles of incorporation of a company for which Shares, Etc. are held by a Bank or its Subsidiary Company;
(viii) acquisition of its own Shares, Etc. by a company for which Shares, Etc. are held by a Bank or its Subsidiary Company;
(ix) when intending to dispose of voting rights of a Company Cultivating New Business Field, etc. pursuant to the provisions of Article 17-2, paragraph (8), said voting rights may not be disposed of since it is extremely difficult to transfer said voting rights due to reasons that are found to be compelling;
(x) an acquisition of Shares, Etc. in the cases where voting rights that are for assets other than trust assets pertaining to a trust without compensation of principal, shall be within the voting right holding threshold;
(xi) in the cases where an approval of the Commissioner of the Financial Services Agency is obtained in advance for the share exchange (excluding matters corresponding to reasons as listed in item (v)) or other reasonable causes that are necessary for disposing of shares issued by a company, for which shares were acquired based on a plan for the reasonable improvement of management of said company that is a customer of the Bank or its Subsidiary Company, within a reasonable period of time due to improvement of the condition of said company's management.
(2) When intending to obtain an approval as prescribed in item (xi) of the preceding paragraph, a written application for approval attached with the following documents shall be submitted to the Commissioner of the Financial Services Agency:
(i) a written statement of reasons;
(ii) a document stating the trade name of a company in Japan pertaining to said approval and content of its business;
(iii) a document stating policies concerning methods of disposing of a portion of voting rights of a company in Japan pertaining to said approval that voting rights are acquired or held exceeding its voting right holding threshold; and
(iv) other documents stating matters to be referenced in an examination as prescribed to the following paragraph.
(3) The Commissioner of the Financial Services Agency, when an application for approval is filed pursuant to the provisions of the preceding paragraph, shall examine whether there are reasonable causes for the Bank that filed said application to posses or hold voting rights exceeding the voting right holding threshold, and whether the policy concerning the disposition method of a portion of voting rights that have been acquired or held exceeding the voting right holding threshold, for which the policy may be submitted, is reasonable or not.
(Application of Approval for Holding Voting Rights Exceeding the Voting Right Holding Threshold)
Article 17-7 (1) A Bank, when intending to obtain an approval for holding voting rights exceeding the voting right holding threshold pursuant to the provisions of Article 16-3, proviso of paragraph (2) of The Act, shall submit a written application for approval attached with the following documents to the Commissioner of the Financial Services Agency:
(i) a written statement of reasons;
(ii) a document stating the name of a company in Japan pertaining to said approval and content of its business;
(iii) a document stating policies concerning the method of disposing of a portion of voting rights that are acquired or held exceeding the voting right holding threshold among voting rights of a company in Japan pertaining to said approval; and
(iv) other documents stating matters to be referenced in an examination pursuant to the following paragraph.
(2) The Commissioner of the Financial Services Agency, when an application for approval is filed pursuant to the provisions of the preceding paragraph, shall examine whether there are reasons, which are found to be compelling, for the Bank that filed said application or its Subsidiary Company to hold voting rights exceeding the voting right holding threshold.
(3) The provisions of Article 2, paragraph (11) of The Act shall apply mutatis mutandis to voting rights prescribed in paragraph (1), item (iii).
(Cases That Voting Rights may be Held Exceeding the Voting Right Holding Threshold)
Article 17-7-2 (1) The cases as provided by Cabinet Office Ordinance as prescribed in Article 16-3, paragraph (4), item (i) of The Act shall be the cases where said Bank makes another Bank, long-term credit bank, a Company Specialized In Securities Business, a Company Specialized In Securities Introducing Brokerage Services, an insurance corporation, or small amount and short-term insurance provider, as its Subsidiary Company after obtaining an approval pursuant to Article 16-2, item (iv) of The Act.
(2) The cases as provided by Cabinet Office Ordinance as prescribed in Article 16-3, paragraph (4), item (v) of The Act shall be as listed in the following:
(i) in the cases where said Bank succeeded to the business of another Bank or a long-term credit bank due to an absorption-type split after obtaining an authorization pursuant to the provisions of Article 30, paragraph (2) of The Act; or
(ii) in the cases where said Bank makes another Bank, long-term credit bank, a Company Specialized In Securities Business, a Company Specialized In Securities Introducing Brokerage Services, an insurance corporation, or a small amount and short-term insurance provider as its Subsidiary Company by succeeding to business due to an absorption-type split after obtaining an authorization pursuant to Article 30, paragraph (2) of The Act (excluding cases as listed in the preceding item).
(3) The Cases as provided by Cabinet Office Ordinance as prescribed in Article 16-3, paragraph (4), item (vi) of The Act shall be the following cases:
(i) in the cases where said Bank accepted transfer of business of another Bank or long-term credit bank, or Shinkin Bank, credit cooperatives, or labor bank (including a federation organized with these juridical persons) after obtaining an approval pursuant to the provisions of Article 30, paragraph (3) of The Act; or
(ii) in the cases where said Bank makes another Bank, a long-term credit bank, a Company Specialized In Securities Business, a Company Specialized In Securities Introducing Brokerage Services, an insurance corporation, or a small amount and short-term insurance provider as its Subsidiary Company by accepting the transfer of business after obtaining authorization pursuant to the provisions of Article 30, paragraph (3) of The Act (excluding cases as listed in the preceding item).
Chapter IV Accounting
(Record of Reserve Pursuant to the Provisions of Article 18 of The Act)
Article 17-7-3 (1) In the cases where a Bank pays dividends from surplus, the amount of capital reserve after the payment of dividends from surplus shall be the amount obtained by adding, corresponding to the category of cases as listed in each of the following items, the amount specified in said each item to the amount of capital reserve immediately before said payment of dividends from surplus:
(i) in the cases where the amount of capital reserve or retained earnings reserve (hereinafter referred to generally as "Reserve" in this Article) on the date of payment of said dividends from surplus is the amount of stated capital or more on the said date: nil;
(ii) in the cases where the amount of Reserve on the date of payment of said dividends from surplus is less than the amount of stated capital on said date: the amount obtained by multiplying the lesser of the amount among the amounts as listed in (a) and (b) by the dividend rate of capital reserve (which means the percentage obtained by dividing the amount as listed in item (i), (a) of the following Article by the amount as listed in Article 446, item (vi) of the Companies Act):
(a) the upper limit of Reserve to be recorded on the date of payment of dividends from surplus (which means the amount obtained by deducting the amount of Reserve from the amount of stated capital; hereinafter the same shall apply in this Article);
(b) the amount obtained by multiplying the amount as listed in Article 446, item (vi) of the Companies Act by 20%.
(2) In the cases where a Bank pays dividends from surplus, the amount of retained earnings reserve after the payment of dividends from surplus shall be the amount obtained by adding, corresponding to the category of cases as listed in each of the following items, the amount specified in said each item to the amount of retained earnings reserve immediately before said payment of dividends from surplus:
(i) in the cases where the amount of Reserve on the date of payment of said dividends from surplus is the amount of stated capital or more on the said date: nil;
(ii) in the cases where the amount of Reserve on the date of payment of said dividends from surplus is less than the amount of stated capital on said date: the amount obtained by multiplying the smaller of the amount among the amounts as listed in (a) and (b) by the dividend rate of retained earnings reserve (which means the percentage obtained by dividing the amount as listed in item (ii), (a) of the following Article by the amount as listed in Article 446, item (vi) of the Companies Act):
(a) the upper limit of Reserve to be recorded on the date of payment of dividends from said surplus;
(b) the amount obtained by multiplying the amount as listed in Article 446, item (vi) of the Companies Act by 20%.
(Amount of Surplus to be Deducted)
Article 17-7-4 In the cases where a Bank pays a dividend payment from surplus, the amount as listed in each of the following items after the payment of dividends from surplus shall be the amount obtained by deducting the amount as specified in said each item from said amount immediately before said payment of dividends from surplus:
(i) amount of other stated capital surplus: the total of the amounts as listed in the following:
(a) among the amounts as listed in Article 446, item (vi) of the Companies Act, amounts specified by a Bank to be deducted from other stated capital surplus; and
(b) in the case as listed in paragraph (1), item (ii) of the preceding Article, the amount as specified in the same item;
(ii) amount of other retained earnings surplus: the total of the following amounts:
(a) among the amounts as listed in Article 446, item (vi) of the Companies Act, amounts specified by a Bank to be deducted from other retained earnings surplus; and
(b) in the case as listed in paragraph (2), item (ii) of the preceding Article, the amount as specified in the same item.
(Business Report, etc.)
Article 18 (1) An interim business report pursuant to the provisions of Article 19, paragraph (1) of The Act shall be prepared, with regard to the condition of business and assets during the period from the beginning date of the business year to September 30 of said business year, by separating data into an interim summary statement of business, interim balance sheet, interim profit and loss statement, interim statement of changes in net assets, and interim cash flow statement (with regard to a Branch Office Of A Foreign Bank, an interim summary statement of business, interim balance sheet, and interim profit and loss statement) pursuant to item (i) of the appended form (with regard to a Bank with Specified Transaction Account, item (i)-2 of the appended form; with regard to a Branch Office Of A Foreign Bank, item (ii) of the appended form (with regard to a Branch Office Of A Foreign Bank That Submitted Notification Of A Specified Transaction Account, item (ii)-2 of the appended form)), and shall be submitted to the Commissioner of the Financial Services Agency, Etc. within three (3) months after the close of said period.
(2) The business report pursuant to the provisions of Article 19, paragraph (1) of The Act shall be prepared by separating data into a summary statement of business, balance sheet, profit and loss statement, a statement of changes in net assets, and cash flow statement (with regard to a Branch Office Of A Foreign Bank, a summary statement of business, balance sheet, and profit and loss statement) pursuant to item (iii) of the appended form (with regard to a Bank with Specified Transaction Account, item (iii)-2 of the appended form; with regard to a Branch Office Of A Foreign Bank, item (iv) of the appended form (with regard to a Branch Office Of A Foreign Bank That Submitted Notification Of A Specified Transaction Account, item (iv)-2 of the appended form)), and shall be submitted to the Commissioner of the Financial Services Agency, Etc. within three (3) months after the close of said period.
(3) An interim business report pursuant to the provisions of Article 19, paragraph (2) of The Act shall be prepared pursuant to item (v) of the appended form, with regard to the condition of business and assets of a Bank and its Subsidiary Company, etc. (which means a Subsidiary Company, etc., as prescribed in Article 14-2, item (ii) of The Act; hereinafter the same shall apply in this Chapter, the following Chapter, and Article 35, paragraph (1)) for the period from the beginning date of the business year to September 30 of said business year, by separating data into an interim summary statement of business and interim consolidated financial statements, and shall be submitted to the Commissioner of the Financial Services Agency, Etc. within three (3) months after the close of said period.
(4) The business report pursuant to the provisions of Article 19, paragraph (2) of The Act shall be prepared pursuant to item (v)-2 of the appended form by separating data into a summary of business report and consolidated financial statements, and shall be submitted to the Commissioner of the Financial Services Agency, Etc. within three (3) months after the close of said period.
(5) A Bank, in the cases where an interim business report or business report may not be reported within the period specified in each of the preceding paragraphs due to compelling reasons, shall obtain an approval of the Commissioner of the Financial Services Agency (in a case, pursuant to the provisions of Article 17-2 of The Order, the Director General of the Local Finance Bureau (in the cases where said location is within the jurisdictional district of the Fukuoka Local Finance Branch Bureau, the Director General of the Fukuoka Local Finance Branch Bureau) that has jurisdiction over the location of the head office of said Bank receives said reports, its Director General of the Local Finance Bureau or Fukuoka Local Finance Branch Bureau ), in advance, and may postpone said submission.
(6) A Bank, when intending to obtain an approval pursuant to the provisions of the preceding paragraph, shall submit a written statement of reasons attached to a written application for approval to the Commissioner of the Financial Services Agency, Etc.
(7) The Commissioner of the Financial Services Agency, Etc., when an application of approval is filed pursuant to the provisions of the preceding paragraph, shall examine whether there are reasons that are found to be compelling or not, with regard to said Bank that filed said application, to postpone the submission pursuant to the provisions of paragraph (5).
(Public Notice of Balance Sheet, etc.)
Article 19 (1) An interim balance sheet, etc., which shall be prepared pursuant to the provisions of Article 20, paragraph (1) of The Act, (which means an interim balance sheet, etc., as prescribed in the same paragraph; including an electromagnetic record that is prepared pursuant to the provisions of paragraph (3) of the same Article (which means an electromagnetic record as prescribed in the same paragraph; the same shall apply hereinafter); the same shall apply in paragraph (6)), shall be prepared pursuant to item (vi), (1) of the appended form (with regard to a Bank with Specified Transaction Account, item (vi)-2, 1 of the appended form; with regard to a Branch Office Of A Foreign Bank, item (vii), 1 of the appended form (with regard to a Branch Office Of A Foreign Bank That Submitted Notification Of A Specified Transaction Account, item (vii)-2, 1 of the appended form)), and balance sheet, etc. (which means a balance sheet, etc., as prescribed in paragraph (1) of the same Article; including an electromagnetic record prepared pursuant to the provisions of paragraph (3) of the same Article; the same shall apply in paragraph (6)) shall be prepared pursuant to item (vi)-3, 1 of the appended form (with regard to a Bank with Specified Transaction Account, item (vi)-4, 1 of the appended form; with regard to a Branch Office Of A Foreign Bank, item (vii)-3, 1 of the appended form (with regard to a Branch Office Of A Foreign Bank That Submitted Notification Of A Specified Transaction Account, item (vii)-4, 1 of the appended form)).
(2) The interim consolidated balance sheet, etc. that shall be prepared pursuant to the provisions of Article 20, paragraph (2) of The Act (which means the interim consolidated balance sheet, etc., as prescribed in the same paragraph and including an electromagnetic record that is prepared pursuant to the provisions of paragraph (3) of the same Article; the same shall apply in paragraph (6)) shall be prepared pursuant to item (viii), 1 of the appended form, and the consolidated balance sheet, etc. (which means the consolidated balance sheet, etc., as prescribed in paragraph (2) of the same Article, and including an electromagnetic record prepared pursuant to the provisions of paragraph (3) of the same Article; the same shall apply in paragraph (6)) shall be prepared pursuant to item (viii)-2, 1 of the appended form.
(3) Matters as provided by Cabinet Office Ordinance as prescribed in Article 20, paragraph (3) of The Act shall be a file which is prepared with matters, in which certain matters can be recorded surely by magnetic disk, or other method equivalent to this, and in which information is recorded.
(4) A Bank, when intending to obtain an approval for postponement of public notice pursuant to the provisions of Article 20, proviso of paragraph (4) of The Act, shall submit a written application for approval attached with a written statement of reasons to the Commissioner of the Financial Services Agency, Etc.
(5) The Commissioner of the Financial Services Agency, Etc., when an application for approval is filed pursuant to the provisions of the preceding paragraph, shall examine whether said Bank, which filed said application, has reasons found to be compelling for the postponement of the public notice pursuant to the provisions of Article 20, proviso of paragraph (4) of The Act.
(6) The gist of an interim balance sheet, etc., that shall be provided by public notice by a Bank pursuant to the provisions of Article 20, paragraph (5) of The Act, shall be as specified in item (vi), 2 of the appended form (with regard to a Bank with Specified Transaction Account, item (vi)-2, 2 of the appended form; with regard to a Branch Office Of A Foreign Bank, item (vii), 2 of the appended form (with regard to a Branch Office Of A Foreign Bank That Submitted Notification Of A Specified Transaction Account, item (vii)-2, 2 of the appended form)), the gist of the balance sheet, etc. shall be as specified in item (vi)-3, 2 of the appended form (with regard to a Bank with Specified Transaction Account, item (vi)-4, 2 of the appended form; with regard to a Branch Office Of A Foreign Bank, item (vii)-3, 2 of the appended form (with regard to a Branch Office Of A Foreign Bank That Submitted Notification Of A Specified Transaction Account, item (vii)-4, 2 of the appended form)), the gist of the interim consolidated balance sheet, etc. shall be as specified in item (viii)-2 of the appended form, and the gist of the consolidated balance sheet, etc. shall be as specified in item (viii)-2, 2 of the appended form.
(7) The method to use as an electronic data processing system as prescribed in Article 20, paragraph (6) of The Act or other method to use information and communications technologies as provided by Cabinet Office Ordinance shall be the following method:
(i) among methods to use as an electronic data processing system, those as listed in (a) or (b):
(a) a method to transmit via a telecommunications line that is connected to a computer pertaining to the use of a sender and a computer pertaining to the use of a receiver, and to record in a file kept in a computer pertaining to the use of the receiver; or
(b) a method to provide the content of information recorded in a file kept in a computer pertaining to the use of a sender available through a telecommunications line for inspection of a person that receives the providing of information, and to record said information in a file kept in a computer pertaining to the use of the person that receives said providing of information;
(ii) a method to deliver a file which is prepared with matters, in which certain matters can be recorded surely by magnetic disk, or other method equivalent to this, and in which information is recorded.
(8) Methods as listed in each item of the preceding paragraph shall enable a receiver to prepare documents by outputting information to a file.
(9) Measures pursuant to the provisions of Article 20, paragraph (6) of The Act shall be taken by a method to use an automatic public transmission server (which means a server with functions, by connecting a telecommunications line for the use of the public, to record in the section for the use of automated public transmission in its recording medium or to transmit the information which is input in said server through the automated public transmission server; the same shall apply hereinafter) that is connected to the Internet, among methods as listed in paragraph (7), item (i), (b).
(Public Inspection, etc., of Written Explanation Concerning the Condition of Business and Assets)
Article 19-2 (1) Matters as provided by Cabinet Office Ordinance as prescribed in Article 21, first sentence of paragraph (1) of The Act shall be the matters as listed in the following (with regard to a written explanation pertaining to an interim period of business year (hereinafter referred to as "Interim Written Explanation"), excluding matters as listed in item (i), (a) and (c) to (g), item (ii), item (iii), (b), 11, item (iv), and item (v), (h):
(i) the following matters concerning the summary and organization of a Bank:
(a) the management organization;
(b) the following matters concerning the largest ten (10) or more shareholders in order of the number of shares held:
1. name (in the cases where shareholder is a juridical person or other organization, its name);
2. number of shares held by each shareholder; and
3. percentage of shares held by each shareholder of the total number of issued shares;
(c) name and title of directors and company auditors (with regard to a company with committees, directors and executive officers);
(d) with regard to a company with accounting advisors, name of the accounting advisors;
(e) name and address of the business office;
(f) the following matters concerning a Bank Agent for which an Entrusting Bank is the said Bank:
1. trade name or name of said Bank Agent; and
2. name of the business office or offices that said Bank Agent carries out Bank Agency Service for said Bank;
(g) the following matters concerning a trustee of acts as listed in each item of Article 2, paragraph (14) of The Act in a foreign state:
1. trade name or name of said trustee; and
2. name and address of the business office or business offices where said trustee performs acts as listed in each item of Article 2, paragraph (14) of The Act for said Bank;
(ii) content of principal business of the Bank (in the cases of carrying out Trust Business, including the content of the Trust Business);
(iii) the following matters as those concerning the principal business of a Bank:
(a) summary of business in the latest interim of business year or business year;
(b) the following matters as an index of the condition of the principal business in the latest three (3) interim periods of business year and two (2) business years, or, the latest five (5) business years (with regard to matters as listed in 13 to 16, limited to cases when carrying out Trust Business):
1. ordinary income;
2. ordinary profit or ordinary loss;
3. interim net profit or interim net loss, or current net profit or current net loss;
4. stated capital and total number of issued shares;
5. amount of net assets;
6. amount of total assets;
7. balance of deposits;
8. balance of loans;
9. balance of securities;
10. non-consolidated capital adequacy ratio (which means the ratio obtained by the formula pertaining to the standards as prescribed in Article 14-2, item (i) of The Act; the same shall apply in item (v); Article 22, item (ix); and Article 22-2, item (ix));
11. dividend payout rate;
12. number of employees;
13. trust remuneration;
14. loan balance of trust accounts;
15. balance of securities of trust accounts; and
16. amount of trust assets;
(c) matters as listed in Appended Table 1 as an index of the condition of business in the latest two (2) interim periods of business year or two (2) business years;
(iv) the following matters concerning business management of the Bank:
(a) risk management system; and
(b) compliance system;
(c) Matters prescribed below for the categories of cases set forth respectively therein:
1. In the cases where there exists a Designated Dispute Resolution Organization, the trade name or name of the Designated Dispute Resolution Organization, who is the other party to the Dispute Resolution Basic Contract, prescribed in Article 12-3, paragraph (1), item (i), of the Act, that said Bank takes a measure to conclude
2. In the cases where there does not exist any Designated Dispute Resolution Organization, the details of the complaint handling measures and the dispute resolution measure of said Bank prescribed in Article 12-3, paragraph (1), item (ii), of the Act; and
(v) the following matters concerning the condition of assets of the Bank in the latest two (2) interim periods of business year or two (2) business years as listed in:
(a) interim balance sheet or balance sheet, interim profit and loss statement or profit and loss statement, and interim statement of changes in net assets or statement of changes in net assets;
(b) the amount of each item as listed in the following among loans, and the total of these amounts:
1. loans corresponding to claims to debtors in bankruptcy (which means loans (excluding the portion written off as uncollectible; hereinafter referred to as "Loan Without Recording Of Accrued Interest"), for which accrued interest income has not been recorded since it is considered that there is no chance of collection of principal or interest, or of payment, due to circumstances in which delay in payment of principal or interest has been continuing for a considerable period and other reasons, and for reasons as listed in Article 96, paragraph (1), item (iii) of the Order for Enforcement of the Juridical Person Tax Act (Cabinet Ordinance No. 97 of 1965) or reasons as prescribed in item (iv) of the same paragraph; the same shall apply hereinafter);
2. loans corresponding to claims in arrears (which means a Loan Without Recording Of Accrued Interest that is other than those as listed in 1 and other than those provided with postponement of interest payments with the purpose to promote reorganization or support of the debtor; the same shall apply hereinafter);
3. loans corresponding to a claims in arrears for three (3) months or more (which means a loan (excluding those as listed in 1 and 2) for which payment of principal or interest has been delayed for three (3) months or more from the date following the agreed payment date; the same shall apply hereinafter); and
4. loans corresponding to a claim with moderate loan conditions (which means a loan (excluding those as listed in 1, 2 and 3) with agreement of a reduction of interest, postponement of payment of interest, postponement of payment of principal, waiver of claim, or other agreement which becomes advantageous to a debtor, for the purpose of promoting reorganization or support of the debtor; the same shall apply hereinafter);
(c) the amount of loans pertaining to a trust (including a trust that is re-entrusted for trust assets management) with a contract for compensation of principal that corresponds to claims to debtors in bankruptcy, claims in arrears, claims in arrears for three (3) months or more, and claims with moderate loan conditions, and the total of these amounts;
(d) matters as specified separately by the Commissioner of the Financial Services Agency concerning the condition of adequacy of equity capital;
(e) acquisition price, contract price, current price, and appraisal profit or loss of the followings:
1. securities;
2. money trusts; and
3. transactions as listed in Article 13-3, paragraph (1), item (v);
(f) closing balance at the end of business year and changes during the business year of the allowance for doubtful accounts;
(g) amount of loan amortization;
(h) in the cases where the documents (including an electromagnetic record prepared pursuant to the provisions of paragraph (3) of the same Article) prepared pursuant to the provisions of Article 20, paragraph (1) of The Act have been audited by accounting auditors pursuant to Article 396, paragraph (1) of the Companies Act, that effect shall be stated in the interim balance sheet or balance sheet, interim profit and loss statement or profit and loss statement;
(i) in the cases where a Bank obtained audit certification of a certified public accountant or auditing firm based on provisions of Article 193-2 of the Financial Instruments and Exchange Act for an interim balance sheet or balance sheet, interim profit and loss statement or profit and loss statement, and interim statement of changes in net assets or statement of changes in net assets, that effect; or
(j) in the cases where an external audit has been conducted concerning the calculation of non-consolidated capital adequacy ratio, that effect.
(vi) In the cases where, at the end of the business period (in Interim Written Explanation, at the end of interim business period), there exists an event or circumstances that cast serious doubt on the premise that said Bank will continue its business activities in the future or any other event that may have a significant effect on the management of said Bank (hereinafter referred to as "Material Event, etc." in this item and in item (iv) of the following Article), a statement to such effect and the details of such events, the results of analysis and examination of said Material Event, etc. as well as the specific measures to be taken to eliminate or improve said Material Event, etc.
(2) Notwithstanding the provisions of the preceding paragraph, matters as provided by Cabinet Office Ordinance as prescribed in Article 21, first sentence of paragraph (1) of The Act pertaining to a Branch Office Of A Foreign Bank shall be the following matters (with regard to an Interim Written Explanation, excluding the matters as listed in item (i), sub-item (a))
(i) the following matters concerning a summary of the Branch Office Of A Foreign Bank:
(a) name and title of the representative person in Japan of the Branch Office Of A Foreign Bank;
(b) with regard to Shares, Etc. of a Foreign Bank pertaining to a Branch Office Of A Foreign Bank, the following matters concerning the largest ten (10) or more owners of Shares, Etc. in order of number of shares held:
1. name (in the cases where an owner of Shares, Etc. is a juridical person or other organization, its name);
2. number or amount of Shares, Etc. held by each owner of Shares, Etc.;
3. percentage of Shares, Etc. held by each owner of Shares, Etc. of Issued Shares, etc.;
(c) name and address of the business office;
(d) the following matters concerning the Bank Agent for which an Entrusting Bank is said Branch Office Of A Foreign Bank:
1. trade name or name of said Bank Agent; and
2. name of the business office or office where said Bank Agent carries out Bank Agency Service for said Branch Office Of A Foreign Bank;
(ii) summary of business of the Branch Office Of A Foreign Bank in the latest interim period of business year or business year; and
(iii) interim balance sheet or balance sheet, and interim profit and loss statement or profit and loss statement of the Branch Office Of A Foreign Bank in the latest two (2) interim periods of business year or two (2) business years.
(3) A Branch Office Of A Foreign Bank, in addition to written explanations stating matters as prescribed in the preceding paragraph, shall keep documents (including those written in any language other than Japanese) stating matters concerning the condition of business and assets of the company that is a Foreign Bank pertaining to said Branch Office Of A Foreign Bank or a Holding Company that is a Subsidiary Company of said Foreign Bank and is incorporated based on foreign laws and regulations (which is referred to as "Foreign Bank Holding Company" in the following paragraph) at said Branch Office Of A Foreign Bank (excluding an unmanned business office; the same shall apply in the following paragraph), and shall make the documents available for public inspection.
(4) In the cases where documents as prescribed in the preceding paragraph are stated in a language other than Japanese, a Branch Office Of A Foreign Bank, in addition to said documents, shall prepare documents stating in Japanese the summary of business pertaining to a Foreign Bank pertaining to said Branch Office Of A Foreign Bank or a Foreign Bank Holding Company and interim balance sheet or balance sheet and interim profit and loss statement or profit and loss statement, keep them at said Branch Office Of A Foreign Bank, and make them available for public inspection.
(5) A business office as provided by Cabinet Office Ordinance as prescribed in Article 21, first sentence of paragraph (1) of The Act shall be the following business offices:
(i) unmanned business office of a Bank; and
(ii) a business office of a Bank located in a foreign state.
Article 19-3 Matters as provided by Cabinet Office Ordinance as prescribed in Article 21, first sentence of paragraph (2) of The Act shall be the following matters (with regard to an Interim Written Explanation, excluding matters as listed in item (i) and item (iii), (e)):
(i) the following matters concerning the summary of a Bank and its Subsidiary Company, etc. (excluding a Subsidiary Company, etc. that does not have a material effect on the content of a written explanation as prescribed in Article 21, first sentence of paragraph (2) of The Act; hereinafter the same shall apply in this Article):
(a) content of principal business and organizational structure of the Bank and its Subsidiary Company, etc.;
(b) the following matters concerning a Subsidiary Company, etc., of the Bank:
1. name;
2. address of the location of its principal business office or office;
3. stated capital or contribution in capital;
4. content of business;
5. date of establishment;
6. percentage of voting rights of the Subsidiary Company, etc. held by the Bank of the voting rights held by all of shareholders or all of investors; and
7. percentage of voting rights of one Subsidiary Company, etc. of a Bank held by another Subsidiary Company, etc. other than said one Subsidiary Company, etc. of the Bank, of the voting rights of all of shareholders, all of members, or all of investors.
(ii) the following matters concerning the principal business of the Bank and its Subsidiary Company, etc.:
(a) summary of business in the latest interim period of business year or business year; and
(b) the following matters as an index of the condition of principal business in the latest three (3) interim periods of consolidated fiscal year (which means a period pertaining to the preparation of interim consolidated financial statements; the same shall apply hereinafter) and two (2) consolidated fiscal years (which means a period pertaining to preparation of consolidated financial statements; the same shall apply hereinafter) or the latest five (5) consolidated fiscal years:
1. ordinary income;
2. ordinary profit or ordinary loss;
3. interim net profit or interim net loss, or current net profit or current net loss;
4. amount of net assets;
5. amount of total assets; and
6. consolidated capital adequacy ratio;
(iii) matters concerning the condition of assets of the Bank and its Subsidiary Company, etc., in the latest two (2) interim periods of consolidated fiscal year or two (2) consolidated fiscal years, as listed in the following:
(a) interim consolidated balance sheet or consolidated balance sheet, interim consolidated profit and loss statement or consolidated profit and loss statement, and interim consolidated statement of changes in net assets or consolidated statement of changes in net assets;
(b) the amounts as listed in the following among loans and the total of these amounts:
1. loans corresponding to claims to debtors in bankruptcy;
2. loans corresponding to claims in arrears;
3. loans corresponding to claims in arrears for three (3) months or more; and
4. loans corresponding to claims with moderate loan conditions;
(c) matters as specified separately by the Commissioner of the Financial Services Agency concerning the condition of adequacy of equity capital;
(d) those amounts calculated in accordance with category by business type in the cases where the Bank and its Subsidiary, Etc. (which means a Subsidiary, Etc., as prescribed in Article 4-2, paragraph (2) of The Order) carry out two (2) or more different types of business, as the amount of ordinary income, amount of ordinary profit or ordinary loss, and amount of assets (hereinafter referred to as "Ordinary Income, Etc." in this item) that pertain to said category (excluding the cases where the percentage to the total amount of each item of Ordinary Income, Etc. is immaterial);
(e) in the cases where the documents prepared pursuant to the provisions of Article 20, paragraph (2) of The Act (including an electromagnetic record that is prepared pursuant to the provisions of paragraph (3) of the same Article) is audited by accounting auditors pursuant to Article 396, paragraph (1) of the Companies Act, that effect;
(f) in the cases where the Bank obtained audit certification of a certified public accountant or an auditing firm based on the provisions of Article 193-2 of the Financial Instruments and Exchange Act for the interim consolidated balance sheet or consolidated balance sheet, interim consolidated profit and loss statement or consolidated profit and loss statement, and interim consolidated statement of changes in net assets or consolidated statement of changes in net assets, that effect; and
(g) in the cases where an external audit has been conducted concerning the calculation of consolidated capital adequacy ratio, that effect.
(iv) In the cases where, at the end of the business period (in Interim Written Explanation, at the end of interim business period), there exists a Material Event, etc., a statement to such effect and the details of such events, the results of analysis and examination of said Material Event, etc. as well as the specific measures to be taken to eliminate or improve said Material Event, etc.;
Article 19-4 (1) A Bank shall commence to make available documents (with regard to a Branch Office Of A Foreign Bank, including documents prescribed in Article 19-2, paragraphs (3) and (4), and an electromagnetic record prepared pursuant to Article 20, paragraph (3) of The Act, and Article 21, paragraph (3) of The Act; hereinafter referred to as "Documents Subject To Public inspection" in this paragraph and the following paragraph) prepared pursuant to the provisions of Article 20, paragraph (1) or paragraph (2) of The Act and Article 21, paragraph (1) or paragraph (2) of The Act, for public inspection within four (4) months after the end of an interim period of business year and business year of said Bank (with regard to a Branch Office Of A Foreign Bank, within six (6) months after the end of an interim period of business year and business year), and shall make the documents available for public inspection until commencement of public inspection of each of the Documents Subject To Public inspection pertaining to the following interim period of business year and the following business year of said interim period of business year and business year.
(2) In the cases where a Bank may not commence to make Documents Subject To Public inspection available for public inspection by the period prescribed in the preceding paragraph due to compelling reasons, the Bank shall obtain an approval of the Commissioner of the Financial Services Agency in advance (with regard to a Bank other than a Bank as designated by the Commissioner of the Financial Services Agency, the Director General of the Local Finance Bureau that has jurisdiction over the location of the head office of said Bank (with regard to said location within the jurisdictional district of the Fukuoka Local Finance Branch Bureau, the Director General of the Fukuoka Local Finance Branch Bureau)) and may postpone the commencement of said public inspection.
(3) A Bank, when intending to obtain an approval pursuant to the provisions of the preceding paragraph, shall submit a written statement of reasons attached to a written application for approval to the Commissioner of the Financial Services Agency, Etc.
(4) The Commissioner of the Financial Services Agency, Etc., when an application of approval is filed pursuant to the provisions of the preceding paragraph, shall examine whether there are reasons that are found to be compelling, or not, with regard to the Bank, which filed said application, to postpone commencement of public inspection pursuant to the provisions of paragraph (1).
(5) Measures as provided by Cabinet Office Ordinance as prescribed in Article 21, paragraph (4) of The Act (including the cases where it is applied mutatis mutandis pursuant to paragraph (5) of the same Article) shall be undertaken for a method to display matters recorded in an electromagnetic record on paper or screen.
Article 19-5 A Bank shall conduct the disclosure of especially material matters (including matters as specified separately by the Commissioner of the Financial Services Agency) among matters to be reference for a depositor as prescribed in Article 21, paragraph (7) of The Act and other customers to learn the condition of business and assets of said Bank and its Subsidiary Company, etc.
(Entry Matters of a Business Report, etc.)
Article 20 (1) Business reports as prescribed in Article 22 of The Act shall be prepared pursuant to item (ix) of the appended form (with regard to a Bank with Specified Transaction Account, item (ix)-2 of the appended form).
(2) Annexed detailed statement pursuant to the provisions of Article 22 of The Act shall be prepared pursuant to item (x) of the appended form.
(Juridical Person for which Management is Controlled by a Bank)
Article 21 Matters as provided by Cabinet Office Ordinance as prescribed in Article 24, paragraph (2) of The Act shall be a Subsidiary, Etc. of said Bank (excluding a Subsidiary Company of said Bank).
Chapter V Merger, Company split, or Transfer or Acceptance of Business
(Application of Approval for Merger)
Article 22 A Bank, when intending to obtain an authorization for merger pursuant to the provisions of Article 30, paragraph (1) of The Act, shall submit a written application for authorization attached with the following documents to the Commissioner of the Financial Services Agency:
(i) a written statement of reasons;
(ii) minutes of shareholders meetings and other documents certifying that necessary procedures were followed;
(iii) a document stating the content of the contract of the merger;
(iv) a document stating the merger costs;
(v) the latest balance sheet, profit and loss statement, and statement of changes in net assets, and recent daily statement of accounts;
(vi) in the cases where there are creditors who provided public notice or other notice (in the cases where a public notice is given by means of a daily newspaper publishing matters concerning current events or an electronic public notice, in addition to by a gazette, pursuant to the provisions of the Article 789, paragraph (3) of the Companies Act (including cases where it is applied mutatis mutandis pursuant to Article 793, paragraph (2) of the same Act; the same shall apply hereinafter); Article 799, paragraph (3); or Article 810, paragraph (3) (including cases where it is applied mutatis mutandis pursuant to Article 813, paragraph (2) of the same Act; the same shall apply hereinafter), the public notice by these means) pursuant to the provisions of the Article 789, paragraph (2) of the same Act (excluding item (iii), and including cases where it is applied mutatis mutandis pursuant to Article 793, paragraph (2) of the same Act; the same shall apply hereinafter); Article 799, paragraph (2); or Article 810, paragraph (2) (excluding item (iii), and including cases where it is applied mutatis mutandis pursuant to Article 813, paragraph (2) of the same Act; the same shall apply hereinafter), and said creditor filed an objection, a document certifying that the debt was paid to said creditor, reasonable security was provided to said creditor, or reasonable assets were entrusted for the purpose of payment to said creditor, or there is no risk of loss to said creditor if said merger is implemented;
(vii) in the cases where an extinct company due to a merger or a company that consolidates shares is a share certificate-issuing company, a document certifying that public notice was given pursuant to the provision of the main clause of Article 219, paragraph (1) of the Companies Act, or a document certifying that share certificates have not been issued with regard to all said shares;
(vii)-2 in the cases where an extinct company due to a merger has issued share options, a document certifying that public notice was given pursuant to the provisions of Article 293, paragraph (1) of the Companies Act and a document certifying that share options as prescribed in said paragraph have not been issued;
(viii) a document certifying that a notification was submitted pursuant to the provisions of Article 15-2, paragraph (2) of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Act No. 54 of 1947);
(ix) articles of incorporation, resumes of directors and company auditors (in the cases of a company with committees, directors and executive officers), and a document stating the location of business offices of the surviving Bank after a merger or the Bank to be incorporated due to the merger, a document stating the status of establishment of business offices or offices where a Bank Agent, for which the Entrusting Bank is said Bank, carries out Bank Agency Service for said Bank, and a document stating prospective income and expenditures and non-consolidated capital adequacy ratio after the merger;
(ix)-2 in the cases where the surviving Bank after a merger or a Bank to be incorporated due to the merger is a company with accounting advisors, resumes of the accounting advisors of said Bank (in the cases where an accounting advisor is a juridical person, a document stating the history of said accounting advisor and resumes of employees who shall engage in the duties;
(x) in the cases where a part of parties of a merger is not a Bank, prior articles of incorporation of said party that is not a Bank and the documents as listed in item (v);
(xi) in the cases where the surviving Bank after a merger or a Bank to be incorporated due to the merger will make a company eligible as a Subsidiary Company (which means a company eligible as a Subsidiary Company as prescribed in Article 16-2, paragraph (1) of The Act; hereinafter the same shall apply in this item, item (xi) of the following Article, and Article 23, paragraph (ix)) as its Subsidiary Company, the documents concerning said company eligible as a Subsidiary Company as listed in Article 17-5, paragraph (1), item (iv);
(xii) in the cases where the surviving Bank after a merger or a Bank to be incorporated due to the merger holds a Subsidiary Company, etc. (which means a Subsidiary Company, etc. as prescribed in Article 14-2, item (ii) of The Act; hereinafter the same shall apply in this item, item (xii) of the following Article, and Article 23, item (vii)), a document stating income and expenditures and the consolidated capital adequacy ratio of said Bank and said Subsidiary Company, etc. after the merger;
(xiii) in the cases where the surviving Bank after a merger, a Bank to be incorporated due to the merger or its Subsidiary Company holds voting rights for which the total number exceeds the voting right holding threshold (which means the voting right holding threshold as prescribed in Article 16-3, paragraph (1) of The Act; the same shall apply in item (xiv) of the following Article and Article 23, item (x)) of the voting rights of a company in Japan due to said merger, a document stating the name and content of business of said company in Japan; and
(xiv) other documents stating matters to be referenced for an examination as prescribed in Article 31 of The Act.
(Application of Authorization for Company Split)
Article 22-2 A Bank, when intending to obtain an authorization for a company split pursuant to the provisions of Article 30, paragraph (2) of The Act, shall submit a written application for authorization attached with the following documents to the Commissioner of the Financial Services Agency:
(i) a written statement of reasons;
(ii) minutes of shareholders meetings and other documents certifying that necessary procedures were followed;
(iii) a document stating content of the incorporation-type company split plan or the absorption-type split agreement;
(iv) a document stating the costs of the company split;
(v) the latest balance sheet, profit and loss statement, and statement of changes in net assets, and recent daily statement of accounts;
(vi) in the cases where there is a creditor that provided public notice or other notice (in the cases where a public notice is given by means of a daily newspaper publishing matters concerning current events or an electronic public notice, in addition to by means of a gazette, pursuant to the provisions of the Article 789, paragraph (3) of the Companies Act; Article 799, paragraph (3); or Article 810, paragraph (3), the public notice by these means (in the cases where a separate notice is not required pursuant to the provisions of Article 789, paragraph (3) or Article 810, paragraph (3) of the same Act, said public notice and other notice)) pursuant to the provisions of the Article 789, paragraph (2) of the Companies Act; Article 799, paragraph (2); or Article 810, paragraph (2), and said creditor filed an objection, a document certifying that the debt was paid to said creditor, reasonable security was provided to said creditor, or reasonable assets were entrusted for the purpose of payment to said creditor, or there is no risk of loss to said creditor if said company split is implemented;
(vii) in the cases where a share certificate-issuing company consolidates shares, a document certifying that public notice was given pursuant to the provisions of Article 219, main clause of paragraph (1) of the Companies Act, or a document certifying that share certificates have not been issued with regard to all said shares;
(vii)-2 in the cases where the company to be spilt has issued share options and cases as prescribed in Article 758, item (v) or Article 763, item (x) of the Companies Act, a document certifying that public notice was given pursuant to the provision of Article 293, paragraph (1) of said Act and a document certifying that certificates of share options as prescribed in said paragraph have not been issued;
(viii) in the cases where a notification is required pursuant to the provisions of Article 15-2, paragraphs (2) or (3) of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade, a document certifying that said notification was submitted;
(ix) articles of incorporation, resumes of directors and company auditors (in the case of a company with committees, directors and executive officers), and a document stating the location of business offices of the Bank after said company split, a document stating the condition of the establishment of business offices or offices where a Bank Agent, for which the Entrusting Bank is said Bank, carries out Bank Agency Service for said Bank, and a document stating prospective income and expenditures and non-consolidated capital adequacy ratio after the company split;
(ix)-2 in the cases where the Bank after said company split is a company with accounting advisors, resumes of the accounting advisors of said Bank (in the cases where an accounting advisor is a juridical person, a document stating the history of said accounting advisor and resumes of employees who shall engage in the duties);
(x) in the cases where part of parties of the company split is not a Bank, prior articles of incorporation of said party that is not a Bank and the documents as listed in item (v);
(xi) in the case of making a company eligible as a Subsidiary Company as its Subsidiary Company due to said company split, the documents concerning said company eligible as a Subsidiary Company as listed in Article 17-5, paragraph (1), item (iv);
(xii) in the cases where the Bank after said company split holds a Subsidiary Company, etc., a document stating the prospective income and expenditures and consolidated capital adequacy ratio of said Bank and said Subsidiary Company, etc.;
(xiii) in the cases where a Subsidiary Company of said Bank will no longer be a Subsidiary Company due to said company split, a document stating the name of said Subsidiary Company;
(xiv) in the cases where the Bank or its Subsidiary Company holds voting rights for which the total number exceeds the voting right holding threshold of a company in Japan due to said company split, a document stating the name and content of business of said company in Japan; and
(xv) other documents stating matters to be referenced for an examination as prescribed in Article 31 of The Act.
(Application of Authorization for Transfer, etc. of Business)
Article 23 A Bank, when intending to obtain an authorization for transfer or acceptance of transfer of business (hereinafter referred to as "Transfer, Etc. Of Business" in this Article) pursuant to the provisions of Article 30, paragraph (3) of The Act, shall submit an written application for authorization attached with the following documents to the Commissioner of the Financial Services Agency:
(i) a written statement of reasons;
(ii) minutes of shareholders meetings and other documents certifying that necessary procedures were followed;
(iii) a document stating the content of the contract of Transfer, Etc. Of Business;
(iv) recent daily statement of accounts;
(v) in the cases where there is a creditor that provided public notice or other notice (in the cases where a public notice is given by means of a daily newspaper publishing matters concerning current events or an electronic public notice, in addition to by means of a gazette, pursuant to the provisions of Article 34, paragraph (3) of The Act (including cases where it is applied mutatis mutandis pursuant to Article 35, paragraph (3) of the same Act), the public notice by these means) pursuant to the provisions of Article 34, paragraph (1) of The Act or Article 35, paragraph (1), and said creditor filed an objection, a document certifying that the debt was paid to said creditor, reasonable security was provided to said creditor, or reasonable assets were entrusted for the purpose of payment to said creditor, or there is no risk of loss to said creditor if said Transfer, Etc. Of Business is implemented;
(vi) in the cases where a notification is required pursuant to the provisions of Article 16, paragraph (2) of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade, a document certifying that said notification was submitted;
(vii) in the cases where the Bank after said Transfer, Etc. Of Business holds a Subsidiary Company, etc., a document stating the prospective income and expenditures and consolidated capital adequacy ratio of said Bank and said Subsidiary Company, etc.;
(viii) in the cases where a Subsidiary Company of said Bank will no longer be a Subsidiary Company due to said transfer of business, a document stating the name of said Subsidiary Company;
(ix) in the case of making a company eligible as a Subsidiary Company as a Subsidiary Company due to said acceptance of transfer of business, the documents concerning said company eligible as a Subsidiary Company as listed in Article 17-5, paragraph (1), item (iv);
(x) in the cases where the Bank or its Subsidiary Company holds voting rights for which the total number exceeds the voting right holding threshold of a company in Japan due to said acceptance of transfer of business, a document stating the name and content of business of said company in Japan; and
(xi) other documents stating matters to be referenced for an examination as prescribed in Article 31 of The Act.
(Creditor Not Requiring Demand in Case of Merger, etc.)
Article 24 A creditor as prescribed in Article 7 of The Order as provided by Cabinet Office Ordinance shall be the following creditors; provided, however that with regard to a creditor as listed in items (ii) to (vi), limited to the cases of a company split (limited to the case of a succession of business by the company split) as prescribed in Article 33-2, paragraph (1) of The Act, is resolved:
(i) a creditor pertaining to a custody contract;
(ii) a creditor pertaining to a futures exchange transaction (limited to transactions conducted with certain standards and methods);
(iii) a creditor pertaining to an over-the-counter derivative transaction (excluding transactions as listed in Article 2, paragraph (22), item (vi) of the Financial Instruments and Exchange Act, and limited to transactions conducted with certain standards and methods based on fair commercial customs) pertaining to interest or foreign exchange;
(iv) a creditor pertaining to a transaction of a letter of credit (limited to transactions pertaining to export and import transactions in international transactions based on fair commercial customs);
(v) a creditor pertaining to checks that a Bank issued with itself as the drawer; and
(vi) a creditor pertaining to the distribution, etc. of identification cards attached to prize money as prescribed in Article 6, paragraph (1) of the Act on Identification Card Attached to Prize Money (Act No. 144 of 1948).
Chapter VI Discontinuance of Banking Business and Dissolution
(Application of Approval for Discontinuance of Banking Business and Dissolution)
Article 25 A Bank, when intending to obtain an authorization for abolishment, merger, or dissolution of Banking Business pursuant to the provisions of Article 37, paragraph (1) of The Act, shall submit a written application for authorization attached with following documents to the Commissioner of the Financial Services Agency:
(i) abolishment or dissolution of Banking Business:
(a) a written statement of reasons;
(b) minutes of shareholders meetings (with regard to a Branch Office Of A Foreign Bank, minutes of the organization that shall resolve said matters);
(c) recent daily statement of accounts;
(d) a document identifying the content of assets and liabilities;
(e) a document stating the disposition method of obligations; and
(f) other documents stating matters to be referenced for an examination as prescribed in Article 37, paragraph (2) of The Act;
(ii) merger:
(a) documents as listed in each item of Article 22 (excluding item (ix), item (ix)-2, and item (xi));
(b) articles of incorporation of the surviving company after a merger or the company incorporated due to the merger, and resume of directors and auditors (with regard to a company with committees, directors and executive officers);
(c) in the cases where the surviving company after the merger or the company incorporated due to the merger is a company with accounting advisors, resume of accounting advisors of said company (in the case an accounting advisor is a juridical person, a document stating the history of said accounting advisor and resume of members who shall engage in the duties); and
(d) documents as listed in (e) and (g) of the preceding item.
(Public notice, etc., of Discontinuance, etc.)
Article 26 A Bank, when providing public notice or a display pursuant to the provisions of Article 38 of The Act, shall indicate the policies of disposing of deposits, etc. and other transactions pertaining to business as specified by the Commissioner of the Financial Services Agency.
(Application, etc., of Approval for Effect of License)
Article 27 (1) A person that obtained a license from the Prime Minister as prescribed in Article 4, paragraph (1) of The Act, when intending to obtain an approval pursuant to the provisions of Article 41, item (iv) of The Act, shall submit an written application for approval attached with a written statement of reasons to the Commissioner of the Financial Services Agency.
(2) The Commissioner of the Financial Services Agency, when an application of approval pursuant to the provisions of the preceding paragraph is filed, shall examine whether it conforms to the following standards:
(i) there are reasons that shall be found to be compelling for the business not to be commenced within six (6) months from the date when the license, as prescribed in Article 4, paragraph (1) of The Act, is obtained;
(ii) it shall be predicted that the business may be commenced within a reasonable period; and
(iii) it shall be predicted that there will be not material changes with regard to basic matters of the examination of said license until the prospective time for the commencement of business.
Chapter VII Branch Offices of Foreign Banks
(Application of License of Business of Foreign Banks)
Article 28 When a Foreign Bank specifies its principal Branch Office Of A Foreign Bank (which means a principal Branch Office Of A Foreign Bank as prescribed in Article 47, paragraph (1) of The Act; the same shall apply in Article 37, paragraph (3)) based on the provisions of Article 47, paragraph (1) of The Act and intends to obtain a license of business pursuant to the provisions of Article 4, paragraph (1) of The Act, the Foreign Bank shall submit a written application for license signed by directors who have the authority of representation of said Foreign Bank attached with the following documents to the Prime Minister via the Commissioner of the Financial Services Agency:
(i) a written statement of reasons;
(ii) articles of incorporation or a document sufficient for identifying the characteristics of said Foreign Bank;
(iii) a document certifying the existence of the principal business office of said Foreign Bank;
(iv) a document certifying the qualification of directors who have the authority of representation of said Foreign Bank;
(v) a document stating the location of the Branch Office Of A Foreign Bank pertaining to said application;
(vi) a document stating the prospective of income and expenditures for three (3) business years after commencement of business of the Branch Office Of A Foreign Bank pertaining to said application;
(vii) resume of representative person in Japan of said Branch Office Of A Foreign Bank;
(viii) a document stating the name, domicile or residence, nationality, and occupation of the major shareholder or the person that holds the major ownership interest of said Foreign Bank (hereinafter referred to as "Major Shareholder, Etc." in this item) (in the cases where the Major Shareholder, Etc. is a juridical person or other organization, its name, location of its principal business office or office and the content of business carried out) and the number of shares held by the person or the amount of contribution;
(ix) the latest balance sheet of said Foreign Bank, its profit and loss statement, statement of changes in net assets, and other documents providing the recent condition of business, assets, and profit and loss;
(x) in the cases where establishment of a Branch Office Of A Foreign Bank pertaining to said application requires permission, authorization and other acts (hereinafter referred to as "Permission, Etc." in this item and Article 32, paragraph (2)) of a foreign administrative organ, a document certifying that said Permission, Etc. was granted; and
(xi) other documents stating matters to be referenced for an examination as prescribed in Article 4, paragraphs (2) and (3) of The Act.
(Preliminary Examination of License for Business of Foreign Banks)
Article 29 A Foreign Bank that intends to obtain a license for business pursuant to the provisions of Article 4, paragraph (1) of The Act based on the provisions of Article 47, paragraph (1) of the Act, may submit documents equivalent to those pursuant to the provisions of the preceding Article to the Prime Minister via the Commissioner of the Financial Services Agency and request a Preliminary Examination.
(Acts Deemed as Agency or Intermediary Service of Business of a Foreign Bank)
Article 29-2 An act provided by Cabinet Office Ordinance as prescribed in Article 47, paragraph (3) of the Act shall be an act that is, in the cases where a Foreign Bank Branch and a Business Office in a Foreign State of a Foreign Bank to which said Foreign Bank Branch belongs are deemed as different Juridical Persons, deemed as agency or intermediary of the Business Office in a Foreign State of said Foreign Bank.
(Special Relevant Persons Pertaining to License of Foreign Banks)
Article 30 A person, as provided by Cabinet Office Ordinance as prescribed in Article 11, item (iv) of The Order, shall be a person corresponding to any of two (2) or more persons (limited to any said persons that hold 50% or more of shares or ownership interest of Issued Shares, etc. of a Foreign Bank), in the cases where 50% or more of the number of shares or amount of ownership interest of Issued Shares, etc. of a Foreign Bank in total is held by said two (2) or more persons that have established a principal business office in a country as prescribed in Article 3, item (ii).
(Scope of Business Pertaining to the Development of a System to Protect Customers' Interests)
Article 30-2 The business provided by Cabinet Office Ordinance as prescribed in Article 13-3-2, paragraph (1) of the Act, as replaced pursuant to the provisions of Article 9 of the Order, shall be Bank-Related Business.
(Measures Necessary to Prevent Customers' Interests From Being Unreasonably Harmed)
Article 30-3 (1) A Foreign Bank Branch shall, to prevent the customer's interests pertaining to Bank-related Business conducted by said Foreign Bank Branch, Foreign Bank to which said Foreign Bank Branch belongs, a Bank Agent having said Foreign Bank Branch as Entrusting Bank, or subsidiary financial institution, etc. (which means a subsidiary financial institution, etc. as prescribed in Article 13-3-2, paragraph (3), of the Act, as replaced pursuant to Article 9 of the Order; hereinafter the same shall apply in this Article) of Foreign Bank to which said Foreign Bank Branch belongs from being unreasonably harmed in connection with transactions conducted by said Foreign Bank Branch, a Foreign Bank to which said Foreign Bank Branch belongs, Bank Agent having said Foreign Bank Branch as Entrusting Bank, or a parent financial institution, etc. (which means a parent financial institution, etc., prescribed in Article 13-3-2, paragraph (2) of the Act, as replaced pursuant to the provisions of Article 9 of the Order; the same shall apply hereinafter in this Article) or a subsidiary financial institution, etc. of the Foreign Bank to which said Foreign Bank Branch belongs, take the following measures:
(i) development of a system to indentify the subject transactions in an appropriate manner;
(ii) development of a system to properly ensure the protection of said customer by the following or any other methods:
(a) method for separating the department conducting subject transactions and the department conducting transactions with said customer;
(b) method for changing the conditions or method of subject transactions or transactions with said customer;
(c) method for interrupting subject transactions or transactions with said customer;
(d) method for appropriately disclosing to said customer that the customer's interests may be unreasonably harmed in connection with subject transactions.
(iii) Formulation of the policy of implementation of the measures listed in the preceding two items and publication of their outline by an appropriate method.
(iv) preservation of the following records:
(a) records pertaining to the identification of subject transactions conducted under the system prescribed in item (i);
(b) records pertaining to measures to appropriately ensure the protection of customers conducted under the system prescribed in item (ii);
2. The record prescribed in item (iv) of the preceding paragraph shall be maintained for five (5) years from the date of creation. 2. The record prescribed in item (iv) of the preceding paragraph shall be maintained for five (5) years from the date of creation.
3. The term "subject transactions" in paragraph (1) shall, in case where, in connection with transactions conducted by a Foreign Bank Branch, a Foreign Bank to which said Foreign Bank Branch belongs, a Bank Agent having said Foreign Bank Branch as Entrusting Bank, or the parent financial institution, etc. or subsidiary financial institution, etc. of a Foreign Bank to which said Foreign Bank Branch belongs, the interests of the customer pertaining to Bank-related Business conducted by said Foreign Bank Branch, the Foreign Bank to which said Foreign Bank Branch belongs, the Bank Agent having said Foreign Bank Branch as Entrusting Bank, or the subsidiary financial institution, etc. of said Foreign Bank Branch to which said Foreign Bank Branch belongs may be unreasonably harmed, mean such transactions. 3. The term "subject transactions" in paragraph (1) shall, in case where, in connection with transactions conducted by a Foreign Bank Branch, a Foreign Bank to which said Foreign Bank Branch belongs, a Bank Agent having said Foreign Bank Branch as Entrusting Bank, or the parent financial institution, etc. or subsidiary financial institution, etc. of a Foreign Bank to which said Foreign Bank Branch belongs, the interests of the customer pertaining to Bank-related Business conducted by said Foreign Bank Branch, the Foreign Bank to which said Foreign Bank Branch belongs, the Bank Agent having said Foreign Bank Branch as Entrusting Bank, or the subsidiary financial institution, etc. of said Foreign Bank Branch to which said Foreign Bank Branch belongs may be unreasonably harmed, mean such transactions.
(Holding Assets of a Branch Office Of A Foreign Bank in Japan)
Article 31 The assets that a Branch Office Of A Foreign Bank shall hold in Japan pursuant to the provisions of Article 13, paragraph (2) of The Order, shall be the following assets:
(i) cash, deposits, and savings in a Bank in Japan or other financial institutions as specified separately by the Commissioner of the Financial Services Agency;
(ii) Japanese government bonds;
(iii) local government bonds;
(iv) bonds issued by a juridical person based on a special Act;
(v) investment securities issued by a juridical person that was established based on a special Act;
(vi) right of beneficiary of a money trust with an agreement for compensation of principal;
(vii) secured bonds of a company in Japan that issues share certificates listed on a financial instruments exchange in Japan;
(viii) loans to a person in Japan that accepts certain security in Japan; and
(ix) other assets that the Commissioner of the Financial Services Agency finds to be appropriate.
(Establishment, etc. of a Secondary Branch Office Of A Foreign Bank)
Article 32 (1) Cases as provided by Cabinet Office Ordinance as prescribed in Article 47-2 of The Act shall be the following cases:
(i) establishment of a Sub-Office (limited to a temporary or circuit-type facility or unmanned equipment); or
(ii) abolishment of a Sub-Office.
(2) A Branch Office Of A Foreign Bank, when intending to obtain an authorization for establishment, change of type, or abolishment of a secondary Branch Office Of A Foreign Bank (which means a secondary Branch Office Of A Foreign Bank as prescribed in Article 47, paragraph (2) of The Act; hereinafter the same shall apply in this Article) pursuant to the provisions of Article 47-2 of The Act, shall submit an written application for authorization attached with the following documents to the Commissioner of the Financial Services Agency, Etc.:
(i) a written statement of reasons;
(ii) in the cases where establishment of said secondary Branch Office Of A Foreign Bank requires Permission, Etc. of a foreign administrative organ, a document certifying that said Permission, Etc. was obtained; and
(iii) other documents stating matters that the Commissioner of the Financial Services Agency finds to be necessary.
(3) The Commissioner of the Financial Services Agency, Etc., when an application of authorization for establishment or change of type of a secondary Branch Office Of A Foreign Bank pursuant to the provisions of the preceding paragraph is filed, shall examine whether it conforms to the following standards:
(i) excluding cases that it is found to contribute to securing sound business of a Branch Office Of A Foreign Bank which filed said application, the condition of adequacy of equity capital of the Foreign Bank pertaining to the Branch Office Of A Foreign Bank that filed said application shall correspond to a category equivalent to an exception from the categories of the table in Article 1, paragraph (1) of the Order Providing the Classification, etc. Prescribed in Article 26, Paragraph (2) of the Banking Act, and the condition of adequacy of equity capital of the Foreign Bank that filed said application and its Subsidiary Company, etc. shall correspond to a category equivalent to an exception from the categories of the table in paragraph (2) of the same Article;
(ii) in light of the systems, etc. pertaining to business management of the Branch Office Of A Foreign Bank which filed said application, said systems shall be able to carry out the business of a Bank accurately, fairly, and effectively; and
(iii) necessary crime prevention measures shall be taken at said secondary Branch Office Of A Foreign Bank and customer information shall be maintained appropriately.
(4) The Commissioner of the Financial Services Agency, Etc., when an application of authorization for abolishment of a secondary Branch Office Of A Foreign Bank pursuant to the provisions of paragraph (2) is filed, shall examine whether it will not cause an extreme effect upon the customers of said secondary Branch Office Of A Foreign Bank, such as the succession of transactions pertaining to the customers of said business office by another business office of the Branch Office Of A Foreign Bank which filed said application or another financial institution, without any problems.
(Notification of a Branch Office of a Foreign Bank)
Article 33 (1) Cases as provided by Cabinet Office Ordinance as prescribed in Article 49, paragraph (1), item (vii) of The Act shall be the cases where there is a change of a person that holds a number of shares or an amount of ownership interest exceeding 50% or more of said issued shares, etc.
(2) Cases as provided by Cabinet Office Ordinance as prescribed in Article 49, paragraph (2), item (i) of The Act shall be the following:
(i) the cases of changing the location of a Sub-Office (limited to temporary or circuit-type facility or unmanned equipment);
(ii) the cases of changing the location due to extension and reconstruction or other compelling reasons (limited to the cases where it is obvious to return to the location before the change); and
(iii) the case of returning the Branch Office Of A Foreign Bank pertaining to a change of location as prescribed in the preceding item to the location before the change.
(3) Cases as provided by Cabinet Office Ordinance as prescribed in Article 49, paragraph (2), item (iii) of The Act shall be the following cases:
(i) the case of abolishment of a Sub-Office (excluding a Sub-Office as prescribed in item (i) of the preceding paragraph);
(ii) in the cases where a contract to entrust Trust Bank Agency Service was concluded, said contract was changed or said contract was terminated (including the cases where sub-entrustment of an entrusted Bank Agency Service was authorized); and
(iii) in the cases where an entrustment contract for agency or intermediary of the conclusion of a contract pertaining to business as prescribed in Article 10, paragraph (2) of The Act was concluded, said contract was changed, or said contract was terminated.
(4) A Branch Office Of A Foreign Bank, when intending to submit a notification pursuant to the provisions of Article 49, shall submit the written notice attached with a written statement of reasons and other documents stating the matters to be referenced to the Commissioner of the Financial Services Agency without delay.
(Matters to be Notified for an Establishment of a liaison office of a Foreign Bank)
Article 34 (1) Matters as provided by Cabinet Office Ordinance as prescribed in Article 52, paragraph (1) of The Act shall be the following matters:
(i) the following matters concerning a Foreign Bank:
(a) name;
(b) address of the principal business office; and
(c) content of business;
(ii) the following matters concerning a liaison office or other facility to be established in Japan:
(a) name;
(b) address and name of the representative person;
(c) reasons for establishment; and
(d) date of establishment.
(2) A Foreign Bank, when intending to submit a notification pertaining to a liaison office or other facility pursuant to the provisions of Article 52, paragraph (1) of The Act, shall submit a written notifies attached with the following documents to the Commissioner of the Financial Services Agency:
(i) a document stating the number of branch offices, other business offices, and liaison offices;
(ii) a document stating the amount of stated capital or total amount of contribution; and
(iii) a document stating the title and name of officers who have the authority of representation.
Chapter VII-2 Special Provisions on Foreign Bank Agency Service
(Application, etc. for Authorization of Foreign Bank Agency Service)
Article 34-2 (1) A Bank (excluding a bank that intends to perform Foreign Bank Agency Service (foreign bank agency service prescribed in Article 52-2, paragraph 1, of the Act; the same shall apply hereinafter) having a Business Office in a Foreign State of a Foreign Bank to which a Foreign Bank Branch belongs as Entrusting Foreign Bank (entrusting foreign bank prescribed in the same paragraph; the same shall apply hereinafter)) , when intending to obtain authorization pursuant to the provision of the same paragraph, shall file an application for authorization with the Commissioner of the Financial Services Agency with the following documents attached thereto:
(i) a written statement of reasons;
(ii) articles of incorporation of the Entrusting Foreign Bank or a document sufficient for identifying its characteristics;
(iii) a document certifying the existence of the principal business office of the Entrusting Foreign Bank;
(iv) a document certifying the qualification of the directors who have the authority of representation of the Entrusting Foreign Bank;
(v) a document stating the name, domicile or residence, nationality, and occupation of the major shareholder or the person that holds the major equity of Entrusting Foreign Bank (hereinafter referred to as "Major Shareholder, Etc." in this item) (in the cases where the Major Shareholder, Etc. is a juridical person or other organization, its name, location of the principal business office or office and the details of business carried out) and the number of shares held or the amount of contribution by the shareholder or person;
(vi) the latest balance sheet, profit and loss statement, statement of changes in net assets, and other documents that provide the latest condition of the business, assets, and profit and loss of the Entrusting Foreign Bank;
(vii) a document stating the capital relationship between said Bank and the Entrusting Foreign Bank;
(viii) a draft agreement for entrustment of Foreign Bank Agency Service between said Bank and the Entrusting Foreign Bank pertaining to said application;
(ix) a document stating the details and method of the Foreign Bank Agency Service pertaining to said application;
(x) other documents providing information useful to the examination prescribed in paragraph (3).
(2) A Bank that intends to perform Foreign Bank Agency Service having a Business Office in a Foreign State of a Foreign Bank to which a Foreign Bank Branch belongs as Entrusting Bank shall, when it intends to obtain authorization pursuant to the provision of Article 52-2, paragraph (i) of the Act, file an application for authorization with the Commissioner of the Financial Services Agency together with the following documents (excluding the documents listed in items (ii) and (iii) in the cases where the applicant is a Foreign Bank Branch and it intends to perform Foreign Bank Agency Service having a Business Office in a Foreign State of a Foreign Bank to which said Foreign Bank Branch belongs as the Entrusting Bank):
(i) a written statement of reasons;
(ii) a document stating the capital relationship between said Bank and the Entrusting Foreign Bank;
(iii) a draft agreement for entrustment of Foreign Bank Agency Service between said Bank and the Entrusting Foreign Bank pertaining to said application;
(iv) a document stating the details and method of the Foreign Bank Agency Service pertaining to said application;
(v) other documents providing information useful to the examination prescribed in the next paragraph.
(3) Upon receiving an application for authorization prescribed in the preceding two paragraphs, the Commissioner of the Financial Services Agency shall examine whether said application satisfies the following standards:
(i) the Entrusting Foreign Bank has a sufficient financial basis to conduct the business of a bank soundly and efficiently;
(ii) in light of such matters as its personnel structure, the Entrusting Foreign Bank has knowledge and experience to conduct the business of a bank appropriately, fairly and efficiently, and has sufficient social credibility.;
(iii) in a state where there is the principal business office of the Entrusting Foreign Bank and persons who are in the following special relationship with said Entrusting Foreign Bank (limited to, for persons listed in (c), those who hold all or part of the shares of the Entrusting Foreign Bank), the Bank is recognized as being given substantially equivalent treatment as under the Act; provided, however, that the foregoing shall not apply in the case where such examination would preclude sincere implementation of the treaties or other international agreements concluded by Japan;
a) a person who holds a number of shares or an amount of equity exceeding 50% of Issued Shares, etc. of the Entrusting Foreign Bank; a) a person who holds a number of shares or an amount of equity exceeding 50% of Issued Shares, etc. of the Entrusting Foreign Bank;
(b) a person who holds a number of shares or an amount of equity exceeding 50% of Issued Shares, etc. of the person listed in (a);
(c) in a case where the total number of shares or amount of equity held by two or more persons whose principal business offices are located in the same state exceeds 50% of Issued Shares, etc. of the Entrusting Foreign Bank, any of said two or more persons;
(d) in a case where the total number of shares or amount of equity held by two or more persons (limited to the cases where each of said persons holds a number of shares or an amount of equity exceeding 5% of the Issued Shares, etc. of the Entrusting Foreign Bank) whose principal business offices are located in the states prescribed in Article 3, item (ii) exceeds 50% of Issued Shares, etc. of the Entrusting Foreign Bank, any of said two or more persons.
(Written Notice Pertaining to Foreign Bank Agency Service)
Article 34-2-2 (1) A Foreign Bank provided by Cabinet Office Ordinance as prescribed in Article 52-2, paragraph (2) of the Act shall be any of the following Foreign Banks:
(i) a Foreign Bank that a Bank has changed into a Subsidiary Company under any of the following authorizations:
(a) authorization to change a Bank, etc., Eligible for Subsidiary Company prescribed in Article 16-2, paragraph (4) of the Act (including the case where it is applied mutatis mutandis pursuant to the provision of paragraph (vi) of the same article) (which means a Bank, etc. Eligible for Subsidiary Company prescribed in paragraph (iv) of the same Article) into a Subsidiary Company;
(b) authorization prescribed in Article 16-2, proviso of paragraph (5), of the Act;
(c) authorization prescribed in Article 30, paragraphs (1) to (3), of the Act;
(d) authorization prescribed in Article 5, paragraph (1) the Act on Financial Institutions' Merger and Conversion;
(ii) a Foreign Bank that a Bank Holding Company has changed into a Subsidiary Company under any of the following authorizations (excluding a Foreign Bank prescribed in the preceding item):
(a) authorization to change a Bank, etc. Eligible for Subsidiary Company prescribed in Article 52-23, paragraph (3) of the Act (including cases where it is applied mutatis mutandis pursuant to the provision of paragraph (5) of the same Article) (which means a Bank, etc. Eligible for Subsidiary Company prescribed in paragraph (3) of the same Article) into a Subsidiary Company;
(b) authorization prescribed in Article 52-23, proviso of paragraph (4), of the Act;
(c) authorizations prescribed in Article 52-35, paragraphs (1) to (3) of the Act;
(2) A Bank, when intending to submit a notification pursuant to the provisions of Article 52-2, paragraph (2) of the Act, shall file the written notification with the Commissioner of the Financial Services Agency, etc. with the following documents attached thereto:
(i) a written statement of reasons;
(ii) articles of incorporation of the Entrusting Foreign Bank or a document sufficient for identifying its characteristics;
(iii) a document certifying the existence of the principal business office of the Entrusting Foreign Bank;
(iv) a document certifying the qualification of the directors who have the authority of representation of the Entrusting Foreign Bank;
(v) the latest balance sheet, profit and loss statement, statement of changes in net assets, and other documents that provide the most recent condition of the business, assets, and profit and loss of the Entrusting Foreign Bank;
(vi) a document stating the capital relationship between said Bank and the Entrusting Foreign Bank;
(vii) a draft agreement for entrustment of Foreign Bank Agency Service between said Bank and the Entrusting Foreign Bank pertaining to said notification.
(viii) a document stating the details and method of the Foreign Bank Agency Service pertaining to said application;
(Matters to be Stated in the Draft Agreement for Entrustment)
Article 34-2-3 The matters to be stated in the Draft Agreement for Entrustment prescribed in paragraph (1), item (viii) and paragraph (2), item (iii) of Article 34-2 as well as paragraph (2), item (vii) of the preceding Article shall be the following matters:
(i) matters concerning the establishment, abolishment, or change of location of the business office where Foreign Bank Agency Service is carried out;
(ii) matters concerning the details of the Foreign Bank Agency Service (including whether it is agency or intermediary; the same shall apply hereinafter);
(iii) matters concerning the business days and business hours of the Foreign Bank Agency Service;
(iv) provisions forbidding the Entrusting Foreign Bank (which means a Foreign Bank's Agent Bank prescribed in Article 52-2-5 of the Act; the same shall apply hereinafter) to unreasonably disclose information relating to trade secret or credit of a customer to any person other than said Foreign Bank's Agent Bank or said customer or use such information for the interest of any person other than oneself, said Foreign Bank's Agent Bank or said customer;
(v) matters concerning cash and securities, etc. handling standard and the responsibility of the Entrusting Foreign Bank toward customers pertaining thereto;
(vi) m atters concerning the term, renewal, and cancellation of agreements;
(vii) matters concerning the display at the storefront of the details of the Foreign Bank Agency Service and the business days and business hours of the Foreign Bank Agency Service;
(viii) other matters found to be necessary.
(Details and Method of Foreign Bank Agency Service)
Article 34-2-4 (1) The matters to be stated in the document stating the details and method of Foreign Bank Agency Service prescribed in Article 34-2, paragraph (1), item (ix) , paragraph (2), item (iv) and Article 34-2-2, paragraph (2) , item (viii) shall be the following:
(i) types of service of the Entrusting Foreign Bank that theBank Agent handles;
(ii) by type of service of the Entrusting Foreign Bank that the Bank Agent handles, whether it acts as an agent or an intermediary of said service (when the agent handles both, a statement to that effect);
(iii) system to carry out the Foreign Bank Agency Service.
(2) The system to carry out the Foreign Bank Agency Service prescribed in item (iii) of the preceding paragraph shall include a system to prevent the acts prescribed in the items (excluding item (iv)) of Article 52-45 of the Act, which is applied mutatis mutandis in Article 52-2-10 of the Act, and other acts that may prevent appropriate and reliable conduct of Foreign Bank Agency Service and, according to the classification of categories in the following items, systems prescribedin said items:
(i) in the cases where a Bank Agent is authorized to receive delivery of cash or other assets from a customer concerning acts as a Foreign Bank Agent (which means acts pertaining to ForeignBank Agency Service; the same shall apply hereinafter); a system to separate and manage said delivered assets from its own assets;
(ii) in the cases where a Bank Agent operates ForeignBank Agency Service by using a computer connected with electronic telecommunications lines; a system to prevent a customer from misidentifying said Foreign Bank's Agent Bank for another party.
(Types of Contract)
Article 34-2-5 Matters as provided by Cabinet Office Ordinance as prescribed in Article 34 of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, shall be a contract for a S pecified Deposit, Etc.
Article 34-2-6 Deleted
(Entries in the Documents to be Delivered to a Professional Investor who Files an Offer)
Article 34-2-7 Matters as provided by Cabinet Office Ordinance as prescribed in Article 34-2, paragraph (3), item (iv) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, a statement to the effect that, with regard to a Subject Contract (which means a Subject Contract prescribed in the same paragraph; the same shall apply in Article 34-2-9-2), the Applicant (which means the Applicant prescribed in the same paragraph) shall be treated as a customer other than a Professional Investor only by a Foreign Bank's Agent Bank who gave approval pursuant to the provision of paragraph (2) of Article 34-2.
(Provision by Use of Information and Communications Technology)
Article 34-2-8 (1) Matters provided by Cabinet Office Ordinance as prescribed in Article 34-2, paragraph (4) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act (including the cases where it is applied mutatis mutandis in Article 34-3, paragraph (12) (including the cases where it is applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act), Article 34-4, paragraph (3), Article 37-3, paragraph (2) and Article 37-4, paragraph (2) of the Financial Instruments and Exchange Act, as applied mutatis mutandis in Article 52-2-5 of the Act; hereinafter the same shall apply in this Article) shall be the following:
(i) a method to use an electronic data processing system that is in the following:
(a) a method to transmit matters to be entered in documents (hereinafter referred to as an "Entry" in this Article) through a telecommunications line that connects computers used by a Foreign Bank's Agent Bank (including a person who keeps a file in a computer managed by said person pursuant to a contract with a Foreign Bank's Agent Bank who provides matters prescribed in Article 34-2, paragraph (4) of the Financial Instruments and Exchange Act, as applied mutatis mutandis in Article 52-2-5 of the Act) and makes said file available to other parties providing said matters (hereinafter referred to as "customers" in this Article) or to said Foreign Bank's Agent Bank; hereinafter the same shall apply in this Article) and computers used by a customer, etc. (which means a customer and a person who keeps a customer file (which means a file that is made available exclusively to said customer; hereinafter the same in this Article) in a computer managed by said person pursuant to a contract with the customer; hereinafter the same shall apply in this Article) and to record said matters in a customer file kept in the computer used by the customer, etc. (in the case of offering to accept or not to accept the provisions by the method prescribed in the same paragraph, a method to record matters to that effect in the file kept in a computer used by the Foreign Bank's Agent Bank that provides matters prescribed in the same paragraph);
(b) a method to make an Entry recorded in a file kept in a computer used by a Foreign Bank's Agent Bank available for inspection by a customer through a telecommunications line, and to record said Entry in the customer file of said customer kept in a computer used by the customer, etc. (in the case of offering to accept or not to accept provisions pursuant to a method prescribed in Article 34-2, paragraph (4) of the Financial Instruments and Exchange Act, as applied mutatis mutandis in Article 52-2-5 of the Act, a method to record matters tothat effect in a file kept in a computer used by the Foreign Bank's Agent Bank);
(c) a method to make an Entry recorded in a customer file kept in a computer used by a Foreign Bank's Agent Bank available for inspection by a customer through a telecommunications line; or
(d) a method to make an Entry recorded in an inspection file (which means a file that is kept in a computer used by a Foreign Bank's Agent Bank and that is for recording an Entry in order to make it available for inspection by multiple customers simultaneously; hereinafter the same shall apply in this Article) available for inspection by a customer through a telecommunications line.
(ii) a method to deliver an Entry recorded in a file prepared on a magnetic disk, CD-ROM, or other method equivalent thereto in which certain matters can be recorded securely.
(2) Methods listed in each item of the preceding paragraph shall conform to the following standards:
(i) a method that enables a customer to prepare documents by outputting records in a customer file or inspection file;
(ii) with regard to a method listed in item (i), (a), (c), or (d) of the preceding paragraph (excluding a method to record an Entry in a customer file kept in a computer used by the customer), a method to notify the customer that an Entry is to be recorded or was recorded in the customer file or inspection file; provided, however, that this shall not apply when it is confirmed that the customer inspected said Entry;
(iii) with regard to a method as listed in item (i), (c) or (d) of the preceding paragraph, a method that cannot delete or modify the following matters for five (5) years after the date of a transaction listed as an Entry was carried out for the final time (in the cases where a complaint pertaining to said Entry is filed before the expiration of said period, until said period ends or until said complaint is resolved, whichever occurs later); provided, however, that, in the cases where an Entry made available for inspection is delivered in writing, in the cases where it is provided by a method listed in item (i), (a) or (b) of the preceding paragraph or item (ii) of the same paragraph after obtaining an approval of the customer (which means an approval pursuant to a method prescribed in Article 14-3 of the Order), or in the cases where the customer instructed the deletion of said Entry, said Entry may be deleted:
(a) with regard to a method listed in item (i), (c) of the preceding paragraph, the Entry recorded in the customer file; or
(b) with regard to a method as listed in item (i), (d) of the preceding paragraph, the Entry recorded in the inspection file;
(iv) with regard to a method listed in item (i), (d) of the preceding paragraph, a method that conforms to the following standards:
(a) a method to record, in the customer file, information necessary for a customer to inspect the inspection file; and
(b) a method that maintains the connection, through a telecommunications line, with the customer file that records information necessary for a customer to inspect the inspection file pursuant to the provision of (a) and said inspection file until the period prescribed in the preceding item expires ,; provided, however, that this shall not apply to the cases where a customer, who is entitled to inspect the file, declined such maintenance of file connectability.
(3) The electronic data processing system prescribed in paragraph (1), item (i) means an electronic data processing system that connects a computer used by a Foreign Bank's Agent Bank and a computer used by a customer, etc. or a Foreign Bank's Agent Bank, on which a customer file is kept, through a telecommunications line.
(Types and Details of Electromagnetic Methods)
Article 34-2-9 The types and details of methods to be specified pursuant to the provisions of Article 14-3, paragraph (1) and Article 14-4, paragraph (1) of the Order shall be the following:
(i) a method listed in each item of paragraph (1) of the preceding paragraph or each item in Article 34-2-12, paragraph (1) that is used by a Foreign Bank's Agent Bank.
(ii) a method to record data in a file
(Entry in Documents to Which a Person Who Applies for Reinstatement as a Professional Investor Consents)
Article 34-2-9-2 The matters provided by Cabinet Office Ordinance as prescribed in Article 34-2, paragraph (11) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, shall be the following matters:
(i) the date when acceptance is gained (which shall be referred to as "Date of Acceptance" in items (iv) and (v)) pursuant to the provision of Article 34-2, paragraph (11) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act;
(ii) a statement to the effect that Subject Contract is a Contract for a Specified Deposit, etc.
(iii) a statement to the effect that the Applicant for Reinstatement (which means the Applicant for Reinstatement prescribed in Article 34-2, paragraph (11) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act; hereinafter the same shall apply in this Article) understands the following matters:
(a) the fact that the provisions listed in the items of Article 45 of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, are not applicable to the cases where the Applicant for Reinstatement, with regard to Subject Contract, is a person prescribed in any of said items (excluding the cases prescribed in the proviso of the same Article);
(b) the fact that there is the risk of insufficient protection involved in a case where a person who, in light of his/her knowledge, experience and state of property, is deemed inappropriate to be treated as a Professional Investor with regard to Subject Contracts is treated as a Professional Investor.
(iv) a statement to the effect that the Applicant for Reinstatement is to be treated again as a Professional Investor when he/she is solicited to conclude or concludes a Subject Contract on or after the Date of Acceptance;
(v) a statement to the effect that, at any time on or after the Date of Acceptance, the Applicant for Reinstatement may make an application pursuant to Article 34-2, paragraph (1), of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act;
(Obtainment of Consent by the Use of Information and Communications Technology)
Article 34-2-9-3 (1) The matters provided by Cabinet Office Ordinance as prescribed in Article 34-2, paragraph (12) of the Financial Instruments and Exchange Act (including the cases where it is applied mutatis mutandis pursuant to Article 34-3, paragraph (3), of the Financial Instruments and Exchange Act (including the cases where it is applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act), as applied mutatis mutandis pursuant to Article 52-2-5 of the Act; hereinafter the same shall apply in this Article), as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, shall be the following:
(i) a method to use an electronic data processing system that is in the following:
(a) a method to transmit matters through a telecommunications line that connects computers used by a Foreign Bank's Agent Bank and a computer used by the other party from whom consent is to be obtained pursuant to the provisions of Article 34-2, paragraph (12) of the Financial Instruments and Exchange Act, as applied mutatis mutandis in Article 52-2-5 of the Act (hereinafter referred to as "a customer") and to record said matters in a file kept in the computer used by the receiver.
(b) a method to make matters concerning a customer's consent recorded in a file kept in a computer used by a Foreign Bank's Agent Bank available for inspection by said customer through a telecommunications line and to record said matters concerning said customer's consent in a file kept in a computer used by said Foreign Bank's Agent Bank;
(ii) a method to obtain data concerning the consent recorded in a file prepared on a magnetic disk, CD-ROM, or other methods equivalent thereto in which certain data can be recorded securely.
(2) The methods listed in each item of the preceding paragraph shall be a method that allows a Foreign Bank's Agent Bank to prepare documents by outputting the record in the file.
(3) The "electronic data processing system" prescribed in paragraph (1), item (i) means an electronic data processing system that connects a computer used by a Foreign Bank's Agent Bank and a computer used by a customer through a telecommunications line.
(Expiration Date in the Case of a Juridical Person Who Is a Customer Other than a Professional Investor Is Deemed to Be a Professional Investor)
Article 34-2-10 (1) Cases provided by Cabinet Office Ordinance as prescribed in Article 34-3, paragraph (2) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, shall be cases where a Foreign Bank's Agent Bank specifies a certain date and publicizes the following matters by posting in a place that facilitates public viewing in a business office of said Foreign Bank's Agent Bank or by any other appropriate method:
(i) said date; and
(ii) a statement to the effect that the expiration date (which means an expiration date as prescribed in Article 34-3, paragraph (2), item (ii) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act; the same shall apply in paragraph (2), item (i) of the following Article and Article 34-2-12) shall be the date prescribed in the following paragraph.
(2) The date provided by Cabinet Office Ordinance as prescribed in Article 34-3, paragraph (2) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, shall be the date that is specified by a Foreign Bank's Agent Bank pursuant to the provisions of the preceding paragraph and is the last day within one year from the date of acceptance (which means the date of acceptance prescribed in paragraph (2), item (i) of the same Article; the same shall apply in paragraph (2), item (iii) of the following Article and Article 34-2-12).
(Entry in the Document to Which a Juridical Person, Who Is a Customer Other than the Professional Investor Who Made the Request, Gives its Consent)
Article 34-2-11 (1) The matters provided by Cabinet Office Ordinance as prescribed in Article 34-3, paragraph (2), item (iv) of the Financial Instruments and Exchange Act, as applied mutatis mutandis in Article 52-2-5 of the Act, shall be a statement to the effect that, with regard to the subject contract (which means the subject contract prescribed in item (ii) of the same paragraph; the same shall apply in the following paragraph and Article 34-2-12-2), the provision in each item of Article 45 of the Financial Instruments and Exchange Act, as applied mutatis mutandis in Article 52-2-5 of the Act, shall not be applicable in the cases where the Applicant (which means the Applicant prescribed in Article 34-3, paragraph (2), of the Financial Instruments and Exchange Act, as applied mutatis mutandis in Article 52-2-5 of the Act; the same shall apply in the following paragraph) is a person prescribed in any of said items (except in the case prescribed in the proviso of Article 45 of the Financial Instruments and Exchange Act, as applied mutatis mutandis in Article 52-2-5 of the Act).
(2) The matters provided by Cabinet Office Ordinance as prescribed in Article 34-3, paragraph (2), item (vii) of the Financial Instruments and Exchange Act, as applied mutatis mutandis in Article 52-2-5 of the Act, shall be the following matters:
(i) a statement to the effect that an act performed based on provisions of laws and regulations or stipulation of a contract pertaining to the subject contract concluded before the expiration date, the applicant shall be treated as a Professional Investor even if said act is performed after the expiration date.
(ii) a statement to the effect that, with regard to the subject contract, the applicant shall be treated as a Professional Investor only by the Foreign Bank Agent Bank that accepted the request pursuant to the provisions of Article 34-3, paragraph (2) of the Financial Instruments and Exchange Act, as applied mutatis mutandis in Article 52-2-5 of the Act;
(iii) a statement to the effect that, at any time on or after the date of acceptance, the Applicant may make an application pursuant to Article 34-3, paragraph (9), of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act.
(Period Necessary for a JuridicalPerson Who Applied as a Customer Other than a Specified Investor to Apply for Renewal)
Article 34-2-12 (1) The period provided by Cabinet Office Ordinance as prescribed in Article 34-3, paragraph (7), of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act shall be eleven (11) months (in the cases listed in the following items, the period prescribed in respective items):
(i) in the cases where the period between the Date of Acceptance and the Expiration Date is less than one (1) year (excluding the cases listed in the following item), a period obtained by deducting one month from said period;
(ii) in the cases where the period between the Date of Acceptance and the Expiration Date does not exceed one (1) month, one day;
(2) In applying the provision of the preceding paragraph in the cases prescribed in Article 34-3, paragraph (8) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, the term "Date of Acceptance" in the same paragraph shall be deemed to read "the day immediately following the previous Expiration Date".
(Entry in Documents Delivered to a Juridical Person Who Applied for Reinstatement as a Customer Other than a Professional Investor)
Article 34-2-12-2 The matters provided by Cabinet Office Ordinance as prescribed in Article 34-3, paragraph (11), of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, shall be the following matters:
(i) the date when acceptance is made pursuant to the provision of Article 34-3, paragraph (10), of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act (which shall be referred to as the "Date of Acceptance" in item (iii));
(ii) a statement to the effect that the Subject Contract is a Contract for a Specified Deposit, etc.;
(iii) a statement to the effect that a Juridical Person who applied pursuant to Article 34-3, paragraph (9), of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, shall, when being solicited to conclude or concluding a Subject Contract on or after the Date of Acceptance, be treated again as a customer other than a Professional Investor;
(Business Person, etc., Who May Request Treatment as a Professional Investor)
Article 34-2-13 (1) The person provided by Cabinet Office Ordinance as prescribed in Article 34-4, paragraph (1), item (i) of the Financial Instruments and Exchange Act, as applied mutatis mutandis in Article 52-2-5 of the Act, shall satisfy any of the following requirements:
(i) the person has not obtained consent of all silent partners to make the request prescribed in Article 34-4, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act.
(ii) the total amount of contributions under the silent partnership agreement the person has concluded as prescribed in Article 535 of the Commercial Code is less than three hundred million (300,000,000) yen.
(2) The individuals provided by Cabinet Office Ordinance as prescribed in Article 34-4, paragraph (1), item (i) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, shall be the following persons:
(i) an individual who is a partner who concluded a partnership agreement prescribed in Article 667, paragraph (1) of the Civil Code and has been entrusted with the execution of business of the partnership (limited to a person satisfying all of the following requirements):
(a) The individual has obtained the consent of all the other silent partners to make the request prescribed in Article 34-4, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act; and
(b) the total amount of contributions under said partnership agreement is three hundred million (300,000,000) yen or more;
(ii) an individual who is a partner who has concluded a limited liability partnership agreement prescribed in Article 3, paragraph (1) of the Limited Liability Partnership Act, participates in decision-making on a major partnership business, and executes said business by himself or herself (limited to a person satisfying all of the following requirements):
(a) The individual has obtained the consent of all the other partners to make the request prescribed in Article 34-4, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act; and
(b) the total amount of contributions under said limited liability business partnership agreement is three hundred million (300,000,000) yen or more.
(Individuals Who May Request Treatment as a Specified Investor)
Article 34-2-14 The requirements provided by Cabinet Office Ordinance as prescribed in Article 34-4, paragraph (1), item (ii) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, shall be that the individual satisfies all of the following requirements:
(i) Reasonably judged from the condition of transactions and other circumstances, the difference calculated by deducting the total amount of liabilities from the total amount of assets of the applicant (which means an applicant prescribed in Article 34-4, paragraph (2) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act; hereinafter the same shall apply in this Article and Article 34-2-16) on the date of acceptance (which means the date of acceptance as prescribed in Article 34-3, paragraph (2), item (i) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the same Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act; the same shall apply in the following item, paragraph (2) of the following Article, Article 34-2-16, paragraph (2), item (iii), and Article 34-2-16-2) is estimated to be three hundred million (300,000,000) yen or more;
(ii) Reasonably judged from the condition of transactions and other circumstances, the total amount of assets (limited to those listed in the following items) of the applicant on the date of acceptance shall be estimated to be three hundred million (300,000,000) yen or more:
(a) securities (excluding those listed in (e));
(b) rights pertaining to derivative transactions;
(c) Specified Deposit, Etc. as prescribed in Article 13-4 of the Act; specified savings, etc. as prescribed in Article 11-2-4 of the Agricultural Cooperatives Act; specified savings, etc., as prescribed in Article 11-9 of the Fisheries Cooperatives Act; specified deposit, etc., as prescribed in Article 6-5-2 of the Act on Financial Businesses by Cooperative; specified deposit, etc., as prescribed in Article 89-2 of the Shinkin Bank Act; specified deposit, etc., as prescribed in Article 17-2 of the Long-Term Credit Bank Act; specified deposit, etc., as prescribed in Article 94-2 of the Labor Bank Act; and specified deposit, etc., as prescribed in Article 59-3 of the Norinchukin Bank Act; and specified deposit, etc. as prescribed in Article 29 of the Shoko Chukin Bank Limited Act;
(d) rights pertaining to an insurance payment, mutual aid insurance money, refund, or other payment based on a specified mutual aid insurance contract as prescribed in Article 11-10-3 of the Agricultural Cooperatives Act, a specified mutual aid insurance contract as prescribed in Article 12-3, paragraph (1) of the Consumers Cooperatives Act, a specified mutual aid insurance contract as prescribed in Article 15-7 of the Fisheries Cooperatives Act, a specified mutual aid insurance contract as prescribed in Article 9-7-5, paragraph (2) of the Small and Medium Sized Enterprise, etc., Cooperatives Act, and a specified mutual aid insurance contract as prescribed in Article 300-2 of the Insurance Business Act;
(e) a beneficiary right of trust pertaining to a specified trust contract as prescribed in Article 24-2 of the Trust Business Act;
(f) a right based on a real property specified joint enterprise contract as prescribed in Article 2, paragraph (3) of the Real Estate Specified Joint Enterprise Act; and
(g) a right pertaining to a futures transaction as prescribed in Article 2, paragraph (8) of the Commodity Exchange Act;
(iii) one year has elapsed from the date the applicant first concluded a contract for a Specified Deposit, Etc. pertaining to Foreign Bank's Agency Service.
(Expiration Date in Cases Where an Individual Who Is a Customer Other than a Professional Investor Is Deemed a Professional Investor)
Article 34-2-15 (1) The cases provided by Cabinet Office Ordinance as prescribed in Article 34-3, paragraph 2 of the Financial Instruments and Exchange Act, as applied mutatis mutandis in Article 34-4, paragraph (6) of the same Act, as applied mutatis mutandis in Article 52-2-5 of the Act, shall be cases where a Foreign Bank's Agent Bank specifies a certain date and publicizes the following matters by posting them in a place that facilitates public viewing in a business office of said Foreign Bank's Agent Bank or by another appropriate method:
(i) said date.
(ii) a statement to the effect that the expiration date (which means the expiration date prescribed in Article 34-3, paragraph (2), item (ii) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the same Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act; the same shall apply in paragraph (2), item (i) of the following Article and Article 34-2-16-2) shall be the date prescribed in the following paragraph.
(2) The date provided by Cabinet Office Ordinance as prescribed in Article 34-3, paragraph (2) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the same Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, shall be a date that is specified by a Foreign Bank's Agent Bank pursuant to the provisions of the preceding paragraph and that is the last day within one year from the date of acceptance .
(Entry in the Document to Which an Individual, Who Is a Customer Other than the Professional Investor Who Made the Request, Gives His or Her Consent)
Article 34-2-16 (1) The matters provided by Cabinet Office Ordinance as prescribed in Article 34-3, paragraph (2), item (iv)(a) of the Financial Instruments and Exchange Act, as applied mutatis mutandis in Article 34-4, paragraph (6) of the same Act, as applied mutatis mutandis in Article 52-2-5 of the Act, shall be a statement to the effect that, with regard to the subject contract (which means the subject contract prescribed in item (ii) of the same paragraph; the same shall apply in the following paragraph and Article 34-2-16-3), the provision in each item of Article 45 of the Financial Instruments and Exchange Act, as applied mutatis mutandis in Article 52-2-5 of the Act, shall not be applicable in the cases where the Applicant is a person prescribed in any of said items (except in the case prescribed in the proviso of Article 45 of the Financial Instruments and Exchange Act, as applied mutatis mutandis in Article 52-2-5 of the Act).
(2) The matters provided by Cabinet Office Ordinance as prescribed in Article 34-3, paragraph (2), item (vii) of the Financial Instruments and Exchange Act,as applied mutatis mutandis in Article 34-4, paragraph (6) of the same Act, as applied mutatis mutandis in Article 52-2-5 of the Act, shall be the following matters:
(i) a statement to the effect that an act performed based on provisions of laws and regulations or stipulation of a contract pertaining to the subject contract concluded before the expiration date, the applicant shall be treated as a Professional Investor even if said act is performed after the expiration date.
(ii) a statement to the effect that, with regard to the subject contract, the applicant shall be treated as Professional Investor only by the Foreign Bank's Agent Bank that accepted the request pursuant to the provisions of Article 34-3, paragraph (2) of the Financial Instruments and Exchange Act, as applied mutatis mutandis in Article 34-4, paragraph (6) of the same Act, as applied mutatis mutandis in Article 52-2-5 of the Act;
(iii) a statement to the effect that, at any time on or after the date of acceptance, the Applicant may make an application pursuant to Article 34-4, paragraph (4), of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act
(Period Necessary for an Individual, Who Applied as a Customer Other than a Professional Investor, to Apply for Renewal)
Article 34-2-16-2 (1) The period provided by Cabinet Office Ordinance as prescribed in Article 34-3, paragraph (7), of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the same Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, shall be eleven (11) months (in the cases listed in the following items, the period prescribed in respective items):
(i) in the cases where the period between the Date of Acceptance and the Expiration Date is less than one (1) year (excluding the cases listed in the following item), a period obtained by deducting one month from said period;
(ii) in the cases where the period between the Date of Acceptance and the Expiration Date does not exceed one (1) month, one day;
(2) In applying the provision of the preceding paragraph in the cases prescribed in Article 34-3, paragraph (8) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the same Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, the term "Date of Acceptance" in the same paragraph shall be deemed to read "the day immediately following the previous Expiration Date".
(Entry in Documents Delivered to an Individual Who Applied for Reinstatement as a Customer Other than a Professional Investor)
Article 34-2-16-3 The matters provided by Cabinet Office Ordinance as prescribed in Article 34-3, paragraph (11) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 34-4, paragraph (6), of the same Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, shall be the following matters:
(i) the date when acceptance is made pursuant to the provision of Article 34-4, paragraph (5), of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act (which shall be referred to as "Date of Acceptance" in item (iii));
(ii) a statement to the effect that the Subject Contract is a Contract for a Specified Deposit, etc.;
(iii) a statement to the effect that, when being solicited to conclude or concluding a Subject Contract on or after the Date of Acceptance, an individual who applied pursuant to Article 34-4, paragraph (4), of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, shall be treated again as a customer other than a Professional Investor.
(Acts Similar to Advertisement)
Article 34-2-17 The acts provided by Cabinet Office Ordinance as prescribed in each item of Article 37 of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, shall be the provision of information with the same contents to a large number of persons by postal mail, by confidential correspondence, by facsimile, by electronic mail, by distributing handouts or brochures, or by other methods (excluding the following):
(i) delivery of documents prepared based on a law or regulation or based on a disposition given by a government agency under a law or regulation;
(ii) delivery of materials on analysis and evaluation of individual enterprises that are not used for the solicitation of the conclusion of a contract for a Specified Deposit, Etc.;
(iii) provision of a premium or any other object on which all of the following matters alone are indicated (limited to one on which the matters listed in (b) to (d) are clearly and accurately indicated) (in cases where none of such matters are indicated on the premium or any other object, this shall include the provision of another object on which such missing matters are indicated in combination with said premium or any other object):
(a) name of the financial instrument (including a name it is commonly known by);
(b) trade name or a commonly used name of the Foreign Bank's Agent Bank who provides the same contents of information to a large number of persons by a method prescribed in this item.
(c) matters listed in Article 14-5, paragraph (2), item (i) of the Order (limited to said matters indicated in letters or numbers of a size that is not substantially different from the largest letters or numbers used to indicate other matters);
(d) a statement to the effect that the contents of any of the following documents should be read and understood sufficiently:
1. the document prescribed in Article 37-3, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act (hereinafter referred to as "Document Delivered Prior to the Conclusion of a Contract" from this Article to Article 34-2-30-2);
2. the document on a foreign currency deposit, etc. prescribed in Article 34-2-25, paragraph (1), item (i);
3. the document on modification of contract prescribed in Article 34-2-25, paragraph (1), item (iii) (b);
(Method of Indication in Running Advertisement, etc. of the Details of Agency or Intermediary Service for the Conclusion of a Contract for a Specified Deposit, Etc.)
Article 34-2-18 (1) When a Foreign Bank's Agent Bank runs an advertisement or performs an act prescribed in the preceding paragraph (which shall be referred to as an "Advertisement, etc." in the following paragraph) with regard to the details of its agency or intermediary service for the conclusion of a contract for a Specified Deposit, Etc., the matters listed in the items of Article 37, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, shall be indicated clearly and accurately;
(2) When a Foreign Bank's Agent Bank runs an Advertisement, etc. of the details of its agency or intermediary service for the conclusion of a contract for a S pecified Deposit, Etc., the letters or numbers used to indicate the matters listed in Article 14-5, paragraph (1), item (ii) of the Order shall be of a size that is not substantially different from the largest letters or numbers used to indicate other matters;
(3) When a Foreign Bank's Agent Bank runs an Advertisement, etc. of the details of its agency or intermediary service for the conclusion of a contract for a Specified Deposit, Etc., by broadcasting through the broadcasting equipment of a general broadcaster or by any of the methods listed in the items of Article 34-2-21, paragraph (1) (excluding audio broadcasting), the letters or numbers used to indicate the matters listed in Article 14-5, paragraph (2), item (i) of the Order shall, notwithstanding the provision of the preceding paragraph, be of a size that is not substantially different from the largest letters or numbers used to indicate matters other than said matters;
(Matters Concerning Compensation to be Paid by a Customer)
Article 34-2-19 The matters provided by Cabinet Office Ordinance as prescribed in Article 14-5, paragraph (1), item (i) of the Order shall be the amount or the upper limit of the fee, etc. by type, or the outline of their calculation method (including the percentage to the amount of principal of said contract for Specified Deposit, Etc.; hereinafter the same shall apply in this Article) and the sum of such amounts or the upper limit thereof, or the outline of their calculation method; provided, however, that, in cases where it is not possible to indicate these, said matters shall be a statement to that effect and the reason therefor.
(Material Matters Affecting Decision of a Customer)
Article 34-2-20 _The matters provided by Cabinet Office Ordinance as prescribed in Article 14-5, paragraph (1), item (iii) of the Order shall be the following:
(i) with regard to a Specified Deposit, Etc. for which the Entrusting Bank of said Foreign Bank's Agent Bank has a right to extend the deposit period, a statement to the effect that, in the cases where said right is exercised, it may be disadvantageous to the customer due to the interest rate of said Specified Deposit, Etc. falling below the market interest rate; or
(ii) with regard to material matters concerning said contract for a Specified Deposit, Etc., other facts that may turn disadvantageous to the customer.
(Method, etc. Equivalent to Having a General Broadcaster Broadcast Through its Broadcasting Equipment)
Article 34-2-21 (1) The methods provided by Cabinet Office Ordinance as prescribed in Article 14-5, paragraph (2) of the Order shall be the following:
(i) a method of broadcasting through the broadcasting equipment of the following persons:
(a) a person engaged in the business of cable television broadcasting;
(b) a person engaged in the business of cable radio broadcasting; and
(c) a person engaged in the business of broadcasting using telecommunications services;
(ii) a method of making the details of information recorded in a file kept in a computer used by a Foreign Bank's Agent Bank or by a person entrusted with business pertaining to Advertisement, etc. conducted by said Foreign Bank's Agent Bank (limited to information identical to information provided by broadcasting through the broadcasting equipment of a general broadcaster or by methods listed in the preceding item) available for inspection by customers through a telecommunications line; or
(iii) a method of indicating information to the public either indoors or outdoors on a constant basis or continuously for a certain period where the information is posted or indicated on a signboard, a billboard, a poster, a placard or an advertising pillar, advertising board, building or any other structure, etc., or a method similar thereto.
(2) The matters provided by Cabinet Office Ordinance as prescribed in Article 14-5, paragraph (2), item (ii) of the Order shall be the matters listed in Article 34-2-17, item (iii), (d).
(Matters for Which Misleading Advertisement Is Prohibited)
Article 34-2-22 The matters provided by Cabinet Office Ordinance as prescribed in Article 37, paragraph (2) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5, shall be the following matters:
(i) matters concerning the cancellation of a contract for a Specified Deposit, Etc.;
(ii) matters concerning the burden of all or part a loss or guarantee of profit pertaining to a contract for a Specified Deposit, Etc.;
(iii) matters concerning liquidated damages pertaining to a contract for a Specified Deposit, Etc. (including a penalty); and
(iv) matters concerning the amount of a fee, etc. to be paid by a customer concerning a contract for a Specified Deposit, Etc. or its calculation method, payment method, and timing, and the payee.
(Method of Entry in Document Delivered Prior to the Conclusion of a Contract)
Article 34-2-23 (1) In the Document Delivered Prior to the Conclusion of a Contract, the matters listed in the items of Article 37-3, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, shall be entered clearly and accurately, with letters and numbers of font size 8 points or larger as provided for in the Japanese Industrial Standards Z 8305.
(2) Notwithstanding the provisions of the preceding paragraph, in a Document Delivered Prior to the Conclusion of a Contract, the following matters shall be entered inside a frame, clearly and accurately with letters and numbers of font size 12 points or larger as provided for in the Japanese Industrial Standards Z 8305, and following the matters prescribed in the following paragraph:
(i) a summary of the matters listed in Article 37-3, paragraph (1), item (iv) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act and the matters listed in item (v) of the same paragraph, and Article 34-2-27, item (xi); and
(ii) the matters listed in Article 34-2-27, item (xii).
(3) In the Document Delivered Prior to the Conclusion of a Contract, a Foreign Bank's Agent Bank shall provide the most critical information that may affect the decision of a customer, selected from among the matters listed in Article 34-2-27, item (i) and the items of Article 37-3, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, in a plain language and with letters and numbers of font size 12 points or larger as provided for in the Japanese Industrial Standards Z 8305 at the very beginning of the Document Delivered Prior to the Conclusion of a Contract.
(Methods of Provision of Information)
Article 34-2-24 The provision of information prescribed in Article 37-3, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, shall be done by delivering a Document Delivered Prior to the Conclusion of a Contract.
(Cases Where Delivery of Document Delivered Prior to the Conclusion of a Contract is Not Required)
Article 34-2-25 (1) The cases provided by Cabinet Office Ordinance as prescribed in Article 37-3, proviso of paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act shall be the following cases:
(i) the cases where a document (hereinafter referred to as "Document on a Foreign Currency Deposit, etc." from this Article to Article 34-2-30-2), in which the matters listed in Article 37-3, paragraph (1), item (i) and items (iii) to (v) and Article 34-2-27, items (i), (xi), and (xvii) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, with regard to a contract for a Specified Deposit, Etc. pertain to foreign currency deposit, etc., are entered by a method equivalent to that prescribed in Article 34-2-23, is delivered to said customer within one (1) year before the conclusion of said contract for a Specified Deposit, Etc. (limited to the cases where said customer declared his or her intention not to require the delivery of the Document Delivered Prior to the Conclusion of a Contract);
(ii) in the cases where, within one (1) year before the conclusion of a contract for a Specified Deposit, Etc., a Document Delivered Prior to the Conclusion of a Contract for a contract for a Specified Deposit, Etc., of which the terms are identical to those of said contract for a specified deposit, etc., is delivered to said customer (including the cases where the Document Delivered Prior to the Conclusion of a Contract has not been delivered for said contract for a Specified Deposit, Etc. of identical terms pursuant to the provisions of the preceding item); and
(iii) in the cases of acting as an agent or intermediary for conclusion of a contract for a Specified Deposit, Etc. aiming at changing part of the terms of the contract for a Specified Deposit, Etc. already concluded, the cases listed in the following:
(a) when there is nothing to be changed, pursuant to said change, in the entry of the Document Delivered Prior to the Conclusion of a Contract for the contract for a Specified Deposit, Etc. already concluded; and
(b) in the cases where, pursuant to said change, there are changes to be made in the entry of the Document Delivered Prior to the Conclusion of a Contract for a contract for a Specified Deposit, Etc. already concluded, when a document in which said change is stated (hereinafter referred to as "Document on Contract Change" to Article 34-2-30-2) has been delivered to said customer.
(2) The provisions of Article 14-11-25, paragraph (2) shall apply mutatis mutandis to delivery of a Document on Contract Change pursuant to the provisions of item (iii), sub-item (b) of the preceding paragraph.
(3) In the cases where a contract for a Specified Deposit, Etc. pertaining to a Foreign Currency Deposit, Etc. is concluded within one (1) year from the date when a Document on a Foreign Currency Deposit, etc. is delivered (including the date when a Document of Foreign Currency Deposit, Etc. is deemed to be delivered pursuant to the provisions of this paragraph) (limited to the cases where the customer declared his or her intention not to require delivery of a Document Delivered Prior to the Conclusion of a Contract), it shall be deemed that a Document on a Foreign Currency Deposit, etc. is delivered on the date of said conclusion and the provisions of paragraph (1), item (i) shall apply.
(4) In the cases where, within one (1) year from the date of delivery of Document Delivered Prior to the Conclusion of a Contract (including, in the cases where the Document Delivered Prior to the Conclusion of a Contract is not delivered with regard to a contract for a Specified Deposit, Etc. pursuant to the provisions of paragraph (1), item (i), the date of conclusion of said contract for a Specified Deposit, Etc. and the date when the Document Delivered Prior to the Conclusion of a Contract is deemed to be delivered pursuant to the provision of this paragraph), a contract for a Specified Deposit, Etc. with terms identical to those of the contract for a Specified Deposit, Etc. pertaining to said Document Delivered Prior to the Conclusion of a Contract is concluded, it shall be deemed that a Document Delivered Prior to the Conclusion of a Contract is delivered on the date of said conclusion and the provisions of paragraph (1), item (ii) shall apply.
(Matters Concerning Compensation to Be Paid by a Customer)
Article 34-2-26 The matters provided by Cabinet Office Ordinance as prescribed in Article 37-3, paragraph (1), item (iv) of the Financial Instruments and Exchange Act, as applied mutatis mutandis in Article 52-2-5, shall be the amount or the upper limit of the fee, etc.that is to be paid by the customer pertaining to a contract for a Specified Deposit, Etc., whether they are known as fees, remunerations, expenses or by any other name, by type, or their calculation method (including the amount as a percentage of the amount of principal of said contract for Specified Deposit, Etc.; hereinafter the same shall apply in this Article) and the sum of such amounts or the upper limit thereof, or their calculation method; provided, however, that, in cases where it is not possible to indicate these, said matters shall be a statement to that effect and the reason therefor.
(Entry in Document Delivered Prior to the Conclusion of a Contract)
Article 34-2-27 The matters provided by Cabinet Office Ordinance as prescribed in Article 37-3, paragraph (1), item (vii) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, shall be the following matters:
(i) a statement to the effect that the content of said Document Delivered Prior to the Conclusion of a Contract shall be read and understood sufficiently;
(ii) name of the financial instrument (including a name it is commonly known by)
(iii) whether it is eligible for the insurance payment prescribed in Article 53 of the Deposit Insurance Act
(iv) scope of the persons eligible for acceptance;
(v) period of deposit (including whether the deposit will be automatically renewed or not);
(vi) minimum amount of deposit, unit of deposit, and any other terms of deposit;
(vii) method of repayment;
(viii) method of setting interest rate, payment method, calculation method, and any other terms pertaining to interest;
(ix) matters concerning special provisions that may be added;
(x) terms of termination of contract before maturity (including the calculation methods of interest and fees);
(xi) in the cases where loss may be incurred in relation to a contract for a Specified Deposit, Etc. concluded by the customer, with fluctuations of interest rates, currency values, prices in financial instruments market, or other indices as the direct cause, the matters listed in the following:
(a) said indices; and
(b) reason why fluctuations of said indices may cause a loss;
(xii) with regard to a Specified Deposit, Etc. that an Entrusting Bank of said Foreign Bank Agent Bank has the right to extend the deposit period, a statement to the effect that, in the case where said right is exercised, it may be disadvantageous to the customer due to the interest rate of said Specified Deposit, Etc. falling below the market interest rate;
(xiii) in the cases where financial instruments are sold that combine Specified Deposit, Etc. with those listed in the following, a statement to the effect that the financial instrument does not guarantee the full repayment at maturity of amount paid at initial deposit and any other details on said instrument:
(a) a market derivative transaction or a foreign market derivative transaction (excluding one falling under transactions of securities-related derivatives);
(b) a financial, etc. derivative transaction prescribed in Article 10, paragraph (2), item (xiv) of the Act;
(c) a forward foreign exchange transaction;
(d) a transaction of securities-related derivatives (excluding transactions listed in Article 2, paragraph (21), item (i) of the Financial Instruments and Exchange Act and transactions in a foreign financial instrument market similar to transactions listed in the same item); and;
(e) a transaction listed in Article 2, paragraph (21), item (i) of the Financial Instruments and Exchange Act or transactions in a foreign financial instrument market similar to transactions listed in the same item (limited to a National Government Bond Certificate, etc. and those of securities listed in paragraph (1), item (xvii) of the same Article which have the characteristics prescribed in item (i) of the same paragraph);
(xiv) in the cases where the indices based on which the interest rates for floating rate deposits and the method of setting interest rates have been prescribed, said standards and methods, and matters concerning interests
(xv) outline of taxation pertaining to said contract for a Specified Deposit, Etc.;
(xvi) a method for the customer to contact the Entrusting Bank of said Foreign Bank's Agent Bank;
(xvii) any other information deemed useful concerning the deposit of a Specified Deposit, Etc.
(Entry in Document Delivered upon Conclusion of a Contract)
Article 34-2-28 The following matters shall be entered in the document to be prepared when a contract for a Specified Deposit, Etc. is concluded as prescribed in Article 37-4, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 (which shall be referred to as "Document Delivered Upon Conclusion of a Contract" in the following Article):
(i) name ortrade name of the Entrusting Bank of said Foreign Bank's Agent Bank;
(ii) amount of deposit (in the cases where the principal amount is indicated in a foreign currency, the principal amount expressed in said foreign currency);
(iii) whether the financial instrument is eligiblefor insurance payment prescribed in Article 53 of the Deposit Insurance Act;
(iv) date of deposit and date of maturity (including whether the deposit will be automatically renewed or not);
(v) method of repayment;
(vi) method of setting interest rates, payment method, calculation method, and other terms pertaining to interest;
(vii) terms of termination of contract before maturity (including the calculation methods of interest and fees);
(viii) date of conclusion of said contract for a Specified Deposit, Etc.
(ix) terms of Fee, etc. for said contract for a Specified Deposit, Etc.;
(x) name of the customer; and
(xi) a method for the customer to contact the Entrusting Bank of said Foreign Bank's Agent Bank.
(Cases Where Delivery of Document Delivered Upon Conclusion of a Contract I s Not Required)
Article 34-2-29 (1) The cases provided by Cabinet Office Ordinance as prescribed in Article 37-4, proviso of paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act pertaining to a Document Delivered Upon Conclusion of a Contract shall be the following cases:
(i) the cases where a Document on a Foreign Currency Deposit, etc. is delivered to the customer within one (1) year before the conclusion of said contract for a Specified Deposit, Etc. pertaining to a foreign currency deposit, etc. (limited to the cases where said customer declared his or her intention not to require the delivery of the Document Delivered Upon Conclusion of a Contract);
(ii) in the cases where, within one (1) year before the conclusion of a contract for a Specified Deposit, Etc., a Document Delivered Upon Conclusion of a Contract for a contract for a Specified Deposit, Etc., of which terms are identical to said contract for a Specified Deposit, Etc., is delivered to said customer (including the cases where the Document Delivered Upon Conclusion of a Contract has not been delivered for said contract for a Specified Deposit, Etc. of identical terms pursuant to the provisions of the preceding item); and
(iii) in the cases where a contract for a Specified Deposit, Etc. aiming at changing part of the terms of the contract for a S pecified Deposit, Etc. already concluded, the cases listed in the following:
(a) when there is nothing to be changed, pursuant to said change, in the entry of the Document Delivered Upon Conclusion of a Contract for the contract for a Specified Deposit, Etc. already concluded; and
(b) in the cases where, pursuant to said change, there are changes to be made in the entry of the Document Delivered Upon Conclusion of a Contract for a contract for a Specified Deposit, Etc. already concluded, when a document in which said change is stated has been delivered to said customer.
(2) The provisions of Article 14-11-25, paragraph (2) shall apply mutatis mutandis to delivery of a Document pursuant to the provisions of item (iii)(b) of the preceding paragraph.
(3) In the cases where a contract for a Specified Deposit, Etc. pertaining to a Foreign Currency Deposit, etc. is concluded within one (1) year from the date when a Document on a Foreign Currency Deposit, etc. is delivered (including the date when a Document of Foreign Currency Deposit, Etc. is deemed to be delivered pursuant to the provisions of this paragraph) (limited to the cases where the customer declared his or her intention not to require delivery of a Document Delivered Upon Conclusion of a Contract), it shall be deemed that a Document on a Foreign Currency Deposit, etc. is delivered on the date of said conclusion and the provisions of paragraph (1), item (i) shall apply.
(4) In the cases where, within one (1) year from the date of delivery of Document Delivered Upon Conclusion of a Contract (including, in the cases where the Document Delivered Upon Conclusion is not delivered with regard to a contract for a Specified Deposit, Etc. pursuant to the provisions of paragraph (1), item (i), the date of conclusion of said contract for a Specified Deposit, Etc. and the date when the Document Delivered Upon Conclusion is deemed to be delivered pursuant to the provision of this paragraph), a contract for a Specified Deposit, Etc. with terms identical to those of the contract for a Specified Deposit, Etc. pertaining to said Document Delivered Upon Conclusion of a Contract is concluded, it shall be deemed that a Document Delivered Upon Conclusion of a Contract is delivered on the date of said conclusion and the provisions of paragraph (1), item (ii) shall apply.
(Significance of Registration of a Credit Rating Agency and Other Matters)
Article 34-2-30 (1) The matters provided by Cabinet Office Ordinance as prescribed in Article 38, item (iii) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, shall be those listed in the following:
(i) the significance of registration pursuant to Article 66-27 of the Financial Instruments and Exchange Act;
(ii) With regard to a person who gave a credit rating, matters listed in the following:
(a) trade name or name.
(b) if said person is a Juridical Person (including an organization which is not a juridical person and appoints a representative or an administrator), the name of its officers (in case of an organization which is not a juridical person and appoints a representative or an administrator, such representative or administrator).
(c) names and locations of the head office and other principal business offices or offices.
(iii) the outline of the policy and method that the person who gave the credit rating uses to give said credit rating.
(iv) the premise, significance, and limitations of credit rating.
(2) Notwithstanding the provisions of the preceding paragraph, with regard to Credit Ratings determined by a Specified Associated Juridical Person, matters provided by Cabinet Office Ordinance as prescribed in Article 38, item (iii) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act are the following:
(i) the significance of registration pursuant to Article 66-27 of the Financial Instruments and Exchange Act;
(ii) trade name, name and registration number of Credit Rating Agency which is Assciated Juridical Person and is designated as Specified Assiciated Juridical Person by the Commissioner of the Financial Services Agency pursuant to the provisions of Cabinet Office Ordinance on Financial Instruments Business, etc., Article 116-3, paragraph (2);
(iii) the name used by said Specified Associated Juridical Person as a representation of the Credit Rating Business;
(iv) the outline of the policy and method that the Specified Associated Juridical Person who gave the credit rating uses to give said credit rating or way to obtain information on the said outline from Credit Rating Agency specified by item (ii);
(v) the premise, significance, and limitations of credit rating.
(Prohibited Acts)
Article 34-2-30-2 The acts provided by Cabinet Office Ordinance as prescribed in Article 38, item (vii) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, shall be the following acts:
(i) acts listed in the items of Article 34-2-44;
(ii) with regard to delivery of the following documents, an act as an agent or an intermediary for the conclusion of a contract for a Specified Deposit, Etc. without explaining in advance to the customer (excluding a Professional Investor (excluding a person who is deemed to be a customer other than a Professional Investor pursuant to the provisions of Article 34-2, paragraph (5) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, and including a person who is deemed to be a Professional Investor pursuant to the provisions of Article 34-3, paragraph (4) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act (including cases where it is applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act)); hereinafter the same shall apply in this item) about matters (in the cases where a document listed in item (c) is delivered, matters that are stated in said document and that are pertaining to matters listed in Article 37-3, paragraph (1), items (iii) to (v) and (vii) of the Financial Instruments and Exchange Act) listed in items (iii) to (v) and (vii) of the same paragraph, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, by a method and to a degree deemed necessary for the good understanding by the customer of said matters in light of the customer's knowledge, experience, condition of assets, and purpose of concluding the contract for a Specified Deposit, Etc.:
(a) Document Delivered Prior to the Conclusion of a Contract;
(b) Document on a Foreign Currency Deposit, etc.; and
(c) Document on Contract Change;
(iii) with regard to solicitation of conclusion of a contract for a Specified Deposit, Etc., an act of misrepresentation or an act of representation that may cause misunderstanding of material matters;
(iv) with regard to a contract for a Specified Deposit, Etc., an act of promising special benefits to the customer or a person designated by the customer, or an act of offering special benefits to the customer or a third party (including an act of having a third party promise or offer special benefits); and
(v) with regard to conclusion or termination of a contract for a specified deposit, etc., an act of soliciting, by telephone or by visiting, at an hour the customer (limited to an individual) finds annoying.
(Exemption of Exclusion from Application of Behavior Regulation)
Article 34-2-31 The cases as provided by Cabinet Office Ordinance as prescribed in the proviso of Article 45 of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, shall be, with regard to application of provisions of Article 37-4 of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-2-5 of the Act, the cases where a system for responding immediately to an inquiry concerning a contract for a Specified Deposit, Etc. that a customer concluded has not been developed.
(Public Inspection of Explanatory Statements, etc., of an Entrusting Foreign Bank)
Article 34-2-32 (1) A Foreign Bank's Agent Bank shall start making available for public inspection documents that its Entrusting Foreign Bank and the Foreign Bank Holding Company (which means the Foreign Bank Holding Company prescribed in Article 52-2-6, paragraph (1), of the Act; hereinafter the same shall apply in this Article) of which said Entrusting Foreign Bank is a Subsidiary Company prepare each business year on the state of business and assets of said Entrusting Foreign Bank or said Foreign Bank Holding Company (which means explanatory documents for the business year prescribed in Article 21, paragraphs (1) and (2) and Article 52-29, paragraph (1) of the Act, or any documents equivalent thereto, and limited to those written in Japanese or English; hereinafter referred to as "Documents for Public Inspection") within six months from the closing of the business year of said Entrusting Foreign Bank or said Foreign Bank Holding Company having said Entrusting Foreign Bank as a Subsidiary Companyand keep them so available until they start making available for public inspection Documents for Public Inspection for the following business year.
(2) In the cases where the Documents for Public Inspection are written in English, the Foreign Bank's Agent Bank shall, in addition to said documents, prepare documents in Japanese comprised of the overview of business, balance sheet, and profit and loss statement of its Entrusting Foreign Bank and the Foreign Bank Holding Company having said Entrusting Foreign Bank as a Subsidiary Company and keep them available for public inspection in said Foreign Bank's Agent Bank.
(3) In the cases where a Foreign Bank's Agent Bank is unable to start making Documents for Public Inspection available for public inspection by the time prescribed in paragraph (1) due to compelling reasons, the Foreign Bank's Agent Bank may postpone the start of said public inspection with the prior approval of the Commissioner of the Financial Services Agency (with regard to a Foreign Bank's Agent Bank other than a Bank designated by the Commissioner of the Financial Services Agency, the Director of the Local Finance Bureau that has jurisdiction over the location of the head office of said Foreign Bank's Agent Bank (with regard to said location that is within the jurisdiction of the Fukuoka Local Finance Branch Bureau, the head of the Fukuoka Local Finance Branch Bureau))
(4) A Foreign Bank's Agent Bank, when intending to obtain an approval prescribed in the preceding paragraph, shall submit a written statement of reasons attached to a written application for approval to the Commissioner of the Financial Services Agency, Etc.
(5) When an application for approval is filed pursuant to the preceding paragraph, the Commissioner of the Financial Services Agency, etc., shall examine the validity of the compelling reasons for the Foreign Bank's Agent Bank, which filed said application, to postpone the start of the public inspection prescribed in paragraph (1).
(6) The measure provided by Cabinet Office Ordinance as prescribed in Article 52-2-6, paragraph (2) of the Act shall be a method to display matters recorded in an electromagnetic record on paper or a screen.
(Measures to Ensure Sound Operation of Foreign Bank Agency Service)
Article 34-2-33 A Foreign Bank's Agent Bank shall, pursuant to the provision of Article 52-2-7 of the Act, take the following measures to ensure sound and proper operation of Foreign Bank Agency Service).
(i) measures to develop a system that enables it to promptly respond to inquiries about the state of the business and assets of the Entrusting Foreign Bank pertaining to the Foreign Bank Agency Service;
(ii) in the cases where it is deemed necessary for the sound and proper operation of the Foreign Bank Agency Service, a measure to modify the terms of or cancelthe contract of entrustment with the Entrusting Foreign Bank;
(iii) with regard to the business of the Entrusting Foreign Bank in which the bank intends to act as an agent or intermediary, a measure to examine by itself, as necessary, whether said business falls under the business prescribed in Article 10, paragraphs (1) and (2), of the Act (excluding business pertaining to agency or intermediary service and the business in which a bank may act as an agent or intermediary pursuant to the provision of the same paragraph (excluding items (viii) and (viii)-2));
(iv) measures to ensure the proper management of customer information, including one to prevent the Entrusting Foreign Bank from illegally obtaining customer information from the Foreign Bank's Agent Bank;
(v) in abolishing a business office providing Foreign Bank Agency Service, measures to ensure that the customers of said business office are not significantly affected, including measures to smoothly hand over the transactions of the customers of said business office to other Foreign Bank's Agent Banks or other business offices of the same Entrusting Foreign Bank.
(vi) measures necessary to properly and promptly address complaints from customers regarding the business of the Entrusting Foreign Bank pertaining to the Foreign Bank Agency Service.
(Notification on Entrusting Foreign Bank)
Article 34-2-34 (1) The cases provided by Cabinet Office Ordinance as prescribed in Article 52-2-9, paragraph (1), item (vii) of the Act shall be the cases where there have been changes in a person who holds a number of shares or an amount of equity exceeding 50% of the issued shares, etc.
(2) A Foreign Bank's Agent Bank, when intending to file a notification pursuant to the provision of Article 52-2-9, paragraph (1), of the Act, shall submit to the Commissioner of the Financial Services Agency, etc. a written notification without delay, with a statement of reasons and a document stating matters to be referenced attached thereto.
(3) A Foreign Bank's Agent Bank, when posting a public notice and display pursuant to Article 52-2-9, paragraph (2), of the Act (limited to the cases where a notification listed in paragraph (1), items (iii) to (vi) of the same Article), shall indicate a policy for processing transactions in the Foreign Bank Agency Service it provides, such as deposit, etc. in the Entrusting Foreign Bank.
(Form of Sign)
Article 34-2-35 The form provided by Cabinet Office Ordinance as prescribed in Article 52-40, paragraph (1) of the Act, as applied mutatis mutandis pursuant to Article 52-2-10 of the Act, shall be as prescribed in item (x)-2 of the appended form.
(Separated Management)
Article 34-2-36 Pursuant to the provision of Article 52-43 of the Act, as applied mutatis mutandis pursuant to Article 52-2-10 of the Act, a Foreign Bank's Agent Bank shall manage money or other assets delivered by customers in its Foreign Bank Agency Service in a condition that is immediately distinguishable as to whether the asset is its own asset or belongs to any Entrusting Foreign Bank, by separating the places of management or by other methods.
(Matters to be Clearly Indicated)
Article 34-2-37 The matters provided by Cabinet Office Ordinance as prescribed in Article 52-44, paragraph (1), item (iii) of the Act, as applied mutatis mutandis pursuant to Article 52-2-10 of the Act, shall be the following matters:
(i) when receiving the delivery of money or other assets from a customer with regard to acts as a Foreign Bank Agent, a statement to the effect that the Foreign Bank's Agent Bank has been authorized by the Entrusting Foreign Bank to receive said delivery;
(ii) in the cases where there are two (2) or more Entrusting Foreign Banks, when the fees pertaining to acts of Foreign Bank Agent that the customer shall pay for a contract that the customer intends to conclude differs from the fee to be paid to another Entrusting Foreign Bank for the same type of contract as said contract, a statement to that effect;
(iii) in the cases where there are two (2) or more Entrusting Foreign Banks, when the Foreign Bank Agent Bank provides agency or intermediary services for the conclusion of the same type of contract as the one the customer intends to conclude through its act of Foreign Bank Agent for another Entrusting Foreign Bank, a statement to that effect;
(iv) in the cases where there are two (2) or more Entrusting Foreign Banks, the trade name or name of the Entrusting Foreign Bank that is the other party of the transaction of the customer.
(Provision of Information to Depositors, etc., by a Foreign Bank's Agent Bank)
Article 34-2-38 The provisions of Article 13-3 shall apply mutatis mutandis to the provision of information to Depositors, etc., by a Foreign Bank's Agent Bank pursuant to the provisions of Article 52-44, paragraph (2) of the Act, as applied mutatis mutandis pursuant to Article 52-2-10 of the Act.
(Prevention of Misidentification of Contract Concluded by a Foreign Bank's Agent Bank)
Article 34-2-39 A Foreign Bank's Agent Bank, when carrying out an act as a Foreign Bank Agent, shall explain to the customer the following:
(i) that the other party of the contract is not said Foreign Bank's Agent Bank itself but said Entrusting Foreign Bank entrusting it with Foreign Bank Agent Service; and
(ii) other explanation deemed useful to prevent the customer from confusing the contract with a contract concluded by the Foreign Bank's Agent Bank.
(Provision of Information Pertaining to the Same Type of Contract Offered by Other Entrusting Foreign Banks)
Article 34-2-40 In the cases where it has given the information prescribed in Article 34-2-37, item (iii), a Foreign Bank's Agent Bank shall, whenever requested by the customer, indicate to the customer the terms of said same type of contract offered by another Entrusting Bank and other matters that would be useful to the customer.
(Training and Other Measures for Employees Engaged in Foreign Bank Agency Services)
Article 34-2-41 For the employees engaged in Foreign Bank Agency Service, a Foreign Bank's Agent Bank shall take such measures as providing guidance in Foreign Bank Agency Service and training in legal compliance in Foreign Bank Agency Service (including foreign laws and regulations).
(Persons Having Close Relationships with a Foreign Bank's Agent Bank)
Article 34-2-42 A person having a close relationship with a Foreign Bank's Agent Bank provided by Cabinet Office Ordinance as prescribed in Article 52-45, item (iii) of the Act, as applied mutatis mutandis pursuant to Article 52-2-10 of the Act, shall, in the cases where said Foreign Bank's Agent Bank is a Bank, be a specified relevant person of said Bank (which means a specified relevant person prescribed in Article 13-2 of the Act, but excluding a Subsidiary Company of a Bank that is said Foreign Bank's Agent Bank) and, in the cases where said Foreign Bank's Agent Bank is a Foreign Bank Branch, be a specified relevant person of said Foreign Bank Branch (which means a specified relevant person prescribed in Article 13-2 of the Act, as replaced pursuant to the provision of Article 9 of the Order, but exclud i ng a Subsidiary Company of a Foreign Bank to which said Foreign Bank Branch belongs).
(Acts Without the Risk of Lacking Protection of Customers)
Article 34-2-43 The acts provided by Cabinet Office Ordinance as those without risk of lacking the protection of customers as prescribed in Article 52-45, item (iii) of the Act, as applied mutatis mutandis pursuant to Article 52-2-10, shall be acts that are not an act as an agent or intermediary for the conclusion of a contract for a loan of funds or discount of negotiable instruments arranged on the condition that the Foreign Bank's Agent Bank conducts transactions unfairly.
(Prohibited Acts in Foreign Bank Agency Service)
Article 34-2-44 The acts provided by Cabinet Office Ordinance as prescribed in Article 52-45, item (v) of the Act, as applied mutatis mutandis pursuant to Article 52-2-10 of the Act, shall be the following acts:
(i) an act of unjustifiably providing the customer with the agency or intermediary service for the conclusion of a contract pertaining to the business of the Entrusting Foreign Bank on the condition that the customer conducts transactions with itself or a business operator it designates (excluding those listed in Article 52-45, item (iii) of the Act, as applied mutatis mutandis in Article 50-2-10 of the Act)
(ii) an act of causing the customer a disadvantage in the terms or performance of transactions by unjustifiably using its advantageous position as a Foreign Bank's Agent Bank;
(iii) an act of unjustifiably having the customer conduct transactions with itself or a business operator it designates, on the condition that it provides the customer with the agency or intermediary service for the conclusion of a contract pertaining to the business of the Entrusting Foreign Bank
(iv) An act of acting as an agent or intermediary in the conclusion of a contract involved in an act of the Entrusting Foreign Bank that violates or may violate a law or regulation, etc. (including foreign laws and regulations, etc. )
(Books and Documents Concerning Foreign Bank Agency Service)
Article 34-2-45 Pursuant to the provisions of Article 52-49 of the Act, as applied mutatis mutandis pursuant to Article 52-2-10 of the Act, a Foreign Bank's Agent Bank shall prepare the books and documents prescribed in the following items (in the cases where it does not act as an agent in the business of the Entrusting Foreign Bank, limited to those listed in item (iii)) for each Entrusting Foreign Bank and retain them for the periods prescribed respectively in those items to show the processing and calculations made in the Foreign Bank Agency Service:
(i) general ledger: five (5) years from the date of preparation;
(ii) Foreign Bank Agency account ledger: ten (10) years from the date of preparation;
(iii) a document describing the intermediary service with the Entrusting Foreign Bank it provided to customers of Foreign Bank Agency Service: five (5) years from the date on which said intermediary service is provided.
(Form, Etc. of a Report on Foreign Bank Agency Service)
Article 34-2-46 (1) The report on Foreign Bank Agency Service pursuant to the provisions of Article 52-50, paragraph (1) of the Act, as applied mutatis mutandis pursuant to Article 52-2-10 of the Act, shall be prepared pursuant to Appended Form (x)-2-2 and submitted to the Commissioner of the Financial Services Agency, Etc., within three (3) months of the end of the business year.
(2) A Foreign Bank's Agent Bank, in the cases where it is unable to submit the report on Foreign Bank Agency Service within the period prescribed in the preceding paragraph for compelling reasons, may postpone said submission under the prior approval of the Commissioner of the Financial Services Agency (in the cases where the Director the Local Finance Bureauwho has jurisdiction over the location of the head office of said Foreign Bank's Agent Bank (the head of the Fukuoka Local Finance Branch Bureau in the cases where said location is within the jurisdiction of the Fukuoka Local Finance Branch Bureau) pursuant to the provisions of Article 17-2 of the Order receives said report on Foreign Bank Agency Service, the director of the Local Finance Bureau or the head of Fukuoka Local Finance Branch Bureau ).
(3) A Foreign Bank's Agent Bank, when intending to obtain an approval prescribed in the preceding paragraph, shall submit a written statement of reasons attached to a written application for approval to the Commissioner of the Financial Services Agency, Etc.
(4) When an application for approval is filed pursuant to the preceding paragraph, the Commissioner of the Financial Services Agency, Etc., shall examine the validity of the compelling reasons for the Foreign Bank's Agent Bank, the applicant, to postpone the submission as prescribed in paragraph (2).
Chapter VIII Shareholders
Section 1 General Rules
(Submission, etc., of a Written Notice Pertaining to Holding of Voting Rights of a Bank)
Article 34-2-47 (1) A person that shall submit a written notice for holding of voting rights of a Bank (hereinafter referred to as "Written Notice Pertaining To Holding Of Voting rights Of A Bank" in this paragraph and Article 34-5) as prescribed in Article 52-2-11, paragraph (1) of The Act pursuant to the same paragraph, shall prepare said Written Notice Pertaining To Holding Of Voting rights Of A Bank pursuant to item (x)-2-3 of the appended form, and submit it to the Commissioner of the Financial Services Agency, Etc.
(2) The cases as provided by Cabinet Office Ordinance as prescribed in Article 52-2-11, paragraph (1) of The Act and the day provided by Cabinet Office Ordinance shall be the case as listed in each of the following items and the day specified in said each item corresponding to the category:
(i) in the cases where there is no increase of the holding number of voting rights (excluding the case as listed in item (iii)): the earliest day among the day when five (5) days (Sunday and the number of holidays as prescribed in Article 15-2 of The Order shall not be counted; hereinafter the same shall apply in this item and Article 34-4, paragraph (2), item (i)) have elapsed from the day that a person learns to becoming a major holder of the Bank's voting rights (which means a major holder of the Bank's voting rights as prescribed in Article 52-2-11, paragraph (1) of The Act; hereinafter the same shall apply in this Article and Article 34-4, paragraph (2), items (ii) and (iii)), or, the day when five (5) days have elapsed from the fifteenth (15th) day of the month following the month that includes the day when a person becomes a major holder of the Bank's voting rights (in the cases where said day is less than one (1) month that elapses from the day when a person became a major holder of the Bank's voting rights, the day that one (1) month elapses from the day when a person becomes a major holder of the Bank's voting rights);
(ii) in the cases where a person that becomes a major holder of the Bank's voting rights is a foreign national or foreign juridical person (including a person as listed in Article 3-2, paragraph (1), item (i) of The Act; the same shall apply in the following item and Article 34-4, paragraph (2), items (ii) and (iii)) (excluding a case as listed in the following item): the day when one (1) month elapses from the day when a person becomes a major holder of the Bank's voting rights; or
(iii) in the cases where a person that becomes a major holder of the Bank's voting rights is a foreign national or a foreign juridical person and there is no increase of the person's held number of voting rights: the earliest day among the day when one (1) month elapses from the day when the person learns to becoming a major holder of the Bank's voting rights, or the day when one (1) month elapses from the fifteenth (15th) day of the month that following the month that includes the day when the person becomes a major holder of the Bank's voting rights (in the cases where said day is before the day when two (2) months elapse from the day when a person became a major holder of the Bank's voting rights, the day when two (2) months elapse from the day when a person becomes a major holder of the Bank's voting rights).
(Voting Rights Deemed to be Held by the National Government, etc.)
Article 34-3 A person as listed in each of the following items shall be deemed to be a juridical person as prescribed in Article 15 of The Order with regard to the holding of voting rights as specified in said each item, respectively:
(i) a tariff bank as prescribed in Article 7, paragraph (1), item (i) of the supplementary provisions of the Deposit Insurance Act: voting rights pertaining to shares pertaining to acceptance, etc. based on an agreement as prescribed in Article 22, paragraph (1) of the supplementary provisions of the same Act; voting rights pertaining to shares pertaining to the issue, etc. of Shares, Etc. as prescribed in Article 4, paragraph (2) of the Act Concerning Emergency Measures for Early Strengthening of Financial Functions (Act No. 143 of 1998; hereinafter referred to as "Financial Strengthening Act"); voting rights pertaining to shares pertaining to the issue, etc. of preferred shares, etc. as prescribed in Article 4, paragraph (1), item (i) of the Act (prior to revision) on Emergency Measures for Stabilization of Financial Functions (Act No. 5 of 1998), which shall remain in effect by the provisions of Article 5 of the supplementary provisions of the Act Concerning [Emergency Measures for the Revitalization of the Financial Functions (Act No. 132 of 1998); and voting rights pertaining to shares which are acquisition shares, etc. as prescribed in Article 35, paragraph (2), item (vi) of the Act on Special Measures for Strengthening Financial Functions (Act No. 128 of 2004);
(ii) a tariff servicer as prescribed in Article 74, item (i) of the Agricultural and Fishery Cooperation Savings Insurance Act (Act No. 53 of 1973): voting rights pertaining to shares pertaining to the entrustment of purchase of assets pursuant to the provisions of Article 77, item (i) of the same Act;
(iii) a tariff bank as prescribed in Article 1-2-3, item (i) of the supplementary provisions of the Insurance Business Act: voting rights pertaining to shares pertaining to purchase of assets based on an agreement as prescribed in Article 1-2-12, paragraph (1) of the supplementary provisions of the same Act.
(Submission, etc., of Change Report)
Article 34-4 (1) A person that shall submit a change report (hereinafter referred to as "Changer Report" in this paragraph and paragraph (3), and the following Article) as prescribed in Article 52-3, paragraph (1) of The Act pursuant to the provisions of the same paragraph, shall prepare said Changer Report according to item (x)-2-3 of the appended form and submit it to the Commissioner of the Financial Services Agency, Etc.
(2) The cases as provided by Cabinet Office Ordinance as prescribed in Article 52-3, paragraph (1) of The Act and the day provided by Cabinet Office Ordinance shall be the cases as listed in each of the following items and the day specified by each said item corresponding to the category:
(i) in the cases where there is no increase or decrease of the holding number of voting rights (limited to the cases where the proportion of voting rights held (which means the proportion of voting rights held as prescribed in Article 52-2-11, paragraph (1), item (i) of The Act; hereinafter the same shall apply in this Article and the following Article) increases or decreases by 1% or more, and excluding cases as listed in item (iii)): the earliest day among the day when five (5) days elapse from the day when a person learns of an increase or decrease by 1% or more of said person's proportion of voting rights held, or the day when five (5) days elapse from the fifteenth (15th) day of the month following the month that includes the day when the proportion of voting rights held increases or decreases by 1% or more;
(ii) in the cases where a major holder of the bank's voting rights is a foreign national or a foreign juridical person (excluding cases as listed in the following item): the day when one (1) month elapses from the day when a matter as listed in Article 52-2-11, paragraph (1) of The Act changes; and
(iii) in the cases where a major holder of the bank's voting rights is a foreign national or a foreign juridical person and there is no increase or decrease of said person's holding number of voting rights (limited to cases where the proportion of voting rights held increases or decreases by 1% or more): the earliest day among the day when one (1) month elapses from the day when a person learns that said person's proportion of voting rights held increases or decreases by 1% or more, or the day when one (1) month elapses from the fifteenth (15th) day of the month following the month that includes the day when the proportion of voting rights held increases or decreases by 1% or more.
(3) The cases as specified by Cabinet Office Ordinance as prescribed in Article 52-3, proviso of paragraph (1) of The Act shall be the cases where a written Changer Report prepared due to a decrease by 1% or more in the proportion of voting rights held, with the proportion of voting rights held being stated in the said written Changer Report as 5% or less, is submitted.
(Submission, etc. of a Written Notice Pertaining to Holding of Voting rights of a Bank Pertaining to Voting rights Subject to Exceptions, etc.)
Article 34-5 (1) The person that shall submit a Written Notice Pertaining To Holding Of Voting rights Of A Bank pursuant to the provisions of Article 52-4, paragraph (1) of The Act, or shall submit a Changer Report pursuant to the provisions of paragraph (2) of the said Article, shall prepare the said Written Notice Pertaining To Holding Of Voting rights Of A Bank or the said Changer Report in accordance with item (x)-3 of the appended form and shall submit the notice or Changer Report to the Commissioner of the Financial Services Agency, Etc.
(2) The persons as provided by Cabinet Office Ordinance as prescribed in Article 52-4, paragraph (1) of The Act shall the following persons:
(i) a Bank, a long-term credit bank, or a financial instruments business operator (limited to a person who carries out securities-related business or an investment management business (which means an investment management business as prescribed in Article 28, paragraph (4) of the Financial Instruments and Exchange Act; the same shall apply in the following item)), a trust company (limited to a person that has obtained a license as prescribed in Article 3 or Article 53, paragraph (1) of the Trust Business Act), an insurance corporation (including a foreign insurance corporation, etc. ), the Norinchukin Bank, the Shoko Chukin Bank Limited, and the Management Organization for Postal Savings and Postal Life Insurance;
(ii) a person who carries out a Banking Business, securities-related business, investment management business, Trust Business, or insurance business in a foreign state pursuant to laws and regulations of a foreign state, who is other than those as listed in the preceding item;
(iii) a person who is a joint owner with those persons as listed in the preceding two items (hereinafter referred to as "Bank(s), Etc." in this item and paragraph (4)) that are other than Bank(s), Etc.
(3) The number specified by Cabinet Office Ordinance as prescribed in Article 52-4, paragraph (1) of The Act shall be 10%.
(4) Cases provided by Cabinet Office Ordinance as prescribed in Article 52-4, paragraph (1) of The Act, in cases where there is any joint holder that is other than a Bank(s), Etc. in a Bank(s), Etc., shall be the cases where the proportion of voting rights held by the said joint holder that is calculated by deeming the said joint holder as having no joint holders that are Bank(s), Etc., exceeds 1%.
(5) In the standards as provided by Cabinet Office Ordinance as prescribed in Article 52-4 paragraph (2), item (ii) of The Act, the proportion of voting rights held shall be deemed as an increase or decrease from that in the Written Notice Pertaining To Holding Of Voting rights Of A Bank submitted or to be submitted pursuant to the provisions of paragraph (1) of said Article by 2.5% or more.
(6) The cases as specified by Cabinet Office Ordinance as prescribed in Article 52-4, paragraph (2), item (iv) of The Act, and the days specified by Cabinet Office Ordinance shall be the cases as listed in the following items, and the days specified in the said item according to the category:
(i) in the cases where the proportion of voting rights held on the last day of the month following the month that includes the standard day pertaining to a written Changer Report (which means the standard day as prescribed in Article 52-4, paragraph (3) of The Act; hereinafter the same shall apply in this Article) has increased or decreased from the proportion of voting rights held that is stated in said Changer Report by 2.5% or more: the fifteenth (15th) day of the month following the month that includes said last day;
(ii) in the cases where the proportion of voting rights held stated in the Changer Report was recorded on the last day of the month other than the month that includes the standard day, when the proportion of voting rights held on the standard day after said month has increased or decreased from the proportion of voting rights held that is stated in the said Changer Report by 1% or more, or any other change occurred in any of the material matters to be stated in the Written Notice Pertaining To Holding Of Voting rights Of A Bank: the fifteenth (15th) day of the month following the month that includes the standard day;
(iii) in the cases where the proportion of voting rights held stated in the Changer Report was recorded on the last day of the month other than the month that includes the standard day, when the proportion of voting rights held on the last day of the month that does not include a standard day after the month in the case and has increased or decreased from the proportion of voting rights held that is stated in the said Changer Report by 2.5% or more: the fifteenth (15th) day of the said month that does not include a standard day after the month in the case;
(iv) in the cases where the proportion of voting rights held on the standard day after the base day of the calculation of the proportion of voting rights held that is stated in the Changer Report submitted or to be submitted pursuant to the provisions of Article 52-3, paragraph (1) of The Act, has increased or decreased from the proportion of voting rights held that is stated in the said Changer Report by 1% or more, or any other change occurred in any of the material matters to be stated in the Written Notice Pertaining To Holding Of Voting rights Of A Bank: the fifteenth (15th) day of the month following the month that includes said standard day;
(v) in the cases where the proportion of voting rights held on the last day of the month other than the month of the standard day after the base day of the calculation of the proportion of voting rights held that is stated in the Changer Report submitted to be submitted pursuant to the provisions of Article 52-3, paragraph (1) of The Act, has increased or decreased from the proportion of voting rights held that is stated in the said written Changer Report by 2.5% or more: the fifteenth (15th) day of the month that includes said last day;
(vi) in the cases where the proportion of voting rights held on the standard day after the base day of the calculation of the proportion of voting rights held that is stated in the Written Notice Pertaining To Holding Of Voting rights Of A Bank submitted or to be submitted pursuant to the provision of Article 52-2-11, paragraph (1) of The Act, has increased or decreased from the proportion of voting rights held that is stated in the said Written Notice Pertaining To Holding Of Voting rights Of A Bank by 1% or more, or any other change occurred in any of the material matters to be stated in the Written Notice Pertaining To Holding Of Voting rights Of A Bank: the fifteenth (15th) day of the month following the month that includes said standard day;
(vii) in the cases where the proportion of voting rights held on the last day of the month other than the month of the standard day after the base day of the calculation of the proportion of voting rights held that is stated in the Written Notice Pertaining To Holding Of Voting rights Of A Bank submitted or to be submitted pursuant to the provision of Article 52-2-11, paragraph (1) of The Act, has increased or decreased from the proportion of voting rights held that is stated in the said Written Notice Pertaining To Holding Of Voting rights Of A Bank by 2.5% or more: the fifteenth (15th) day of the month following the month that includes said last day.
(7) A person, who intends to submit a notice of the standard day or of the change of the said standard day, shall prepare the written notice in accordance with item (x)-4 of the appended form and shall submit the notice to the Commissioner of the Financial Services Agency, Etc.
Section 2 Special Provisions Pertaining to Major Shareholders of a Bank
Subsection 1 General Rules
(Application, etc. of Authorization for the Case to Become a Person Holding Major Shareholder Threshold or More of Voting rights of a Bank)
Article 34-6 (1) A company or other juridical person that intends to hold the Major Shareholder Threshold or more of voting rights of one Bank through transactions or acts as listed in each item of Article 52-9, paragraph (1) of The Act, when obtaining an authorization pursuant to the provisions of the same paragraph, shall submit an written application for authorization attached with the following documents to the Commissioner of the Financial Services Agency:
(i) a written statement of reasons;
(ii) the following documents concerning said juridical person (in the cases where a part of the following documents cannot be provided due to the reason that said juridical person is a foreign juridical person, etc., a document equivalent to said document):
(a) articles of incorporation;
(b) a certificate of registered matters of the juridical person;
(c) resumes of the directors and auditors (with regard to a company with committees; directors and executive officers);
(d) with regard to a company with accounting advisors, resumes of the accounting advisors (in the cases where an accounting advisor is a juridical person, a document stating the history of said accounting advisor and resumes of members who shall engage in said duties);
(e) a document stating the name of any person that holds 5% or more of voting rights held by all of shareholders or all of investors, said person's domicile or residence, nationality, and occupation (in the cases where said person is a juridical person or other organization, its name, location of principal business office, and the content of business carried out) and the number of shares held by the person;
(f) in the cases where transactions or acts, as listed in each item of Article 52-9, paragraph (1) of The Act pertaining to said approval, require the resolution of shareholders meeting or of the board of directors (including organizations equivalent to these), minutes of the shareholders meetings or minutes of board of directors concerning this matter (including a document certifying that necessary procedures were followed by organizations equivalent to these);
(g) a document stating the location of the principal office;
(h) a document stating the content of business;
(i) the latest balance sheet, profit and loss statement, statement of changes in net assets, and other documents that provide the latest condition of business, assets, and profit and loss of said juridical person;
(j) a document stating the system pertaining to holding of voting rights of said Bank;
(k) a document stating the holding number of voting rights of said Bank and the number of voting rights of said Bank to be acquired or held after said authorization; and
(l) a document stating the name of its Subsidiary Company, etc., location of principal business office or office, and content of business.
(iii) a document stating prospective cash flow pertaining to the holding of voting rights of said Bank for the five (5) business years after said authorization and net present value of said forecast (which means the total value of the amount obtained by discounting each increase and decrease of revenue or expenditures caused directly or indirectly by the holding of said voting rights to current value by applying an interest discount rate for the corresponding period pertaining to funds of acquisition of said voting rights, respectively; the same shall apply in paragraph (3));
(iv) a document stating the result of a stress test (which means to calculate separately a different value from said net present value on the assumption that, with regard to matters based on the calculation of net present value, that there were and will be changes of said matters for a certain period in the past and other changes within a reasonable scope; the same shall apply in paragraph (3)) pertaining to the net present value calculation of the preceding paragraph;
(v) the relationships of personnel affairs, funds, technologies, transactions, etc., which are scheduled to exist with said Bank after said authorization and policies pertaining to said relationships (in the cases where said relationships may have an effect on business management of said Bank, including a system to secure the sound and appropriate business management of said Bank; the same shall apply in paragraph (3)); and
(vi) other documents stating matters to be referenced for an examination as prescribed in the Article 52-10, item (i) of The Act.
(2) A person that intends to become a holder of the Major Shareholder Threshold or more of voting rights of one Bank through transactions or acts as listed in each item of Article 52-9, paragraph (1) of The Act (excluding a person as prescribed in the preceding paragraph), when intending to obtain an authorization pursuant to the provisions of the same paragraph, shall submit a written application for authorization attached with documents as listed in item (i), items (iii) to (v) of the preceding paragraph and the following documents to the Commissioner of the Financial Services Agency:
(i) a document stating the name, location of principal business office, or domicile or residence, and the business being carried out or occupation of said person;
(ii) a document stating the holding number of voting rights of said Bank and the number of voting rights of said Bank to be acquired or held after said authorization;
(iii) a document stating the name, location of principal business office or offices, and content of the business of a juridical person of which said person holds 20% or more of the voting rights held by all of shareholders or all of investors; and
(iv) other documents stating matters to be referenced for an examination as prescribed in Article 52-10, item (ii) of The Act.
(3) A person who intends to incorporate a company or other juridical person that holds the Major Shareholder Threshold or more of voting rights of one Bank, when intending to obtain an authorization pursuant to the provisions of Article 52-9, paragraph (1) of The Act, shall submit a written application for authorization attached with the following documents to the Commissioner of the Financial Services Agency:
(i) a written statement of reasons;
(ii) the following documents concerning a company or other juridical person to be incorporated based on said authorization (hereinafter referred to as "Juridical Person To Be Incorporated" in this paragraph) (in the cases where a part of the following documents cannot be provided due to the reason that said Juridical Person To Be Incorporated is a foreign juridical person, etc., a document equivalent to said document):
(a) articles of incorporation;
(b) resumes of the directors and auditors (with regard to a company with committees; directors and executive officers);
(c) with regard to a company with accounting advisors, resumes of the accounting advisors (when the accounting advisor is a juridical person, a document stating the history of said accounting advisor and resumes of members who shall engage in said duties);
(d) a document stating the name of any person that will hold 5% or more of voting rights held by all of shareholders or all of investors, said person's domicile or residence, nationality, and occupation (in the cases where said person is a juridical person or other organization, its name, location of principal business office, and the content of business carried out) and number of shares held by the person;
(e) in the cases where said incorporation requires resolution of the organizational meeting, minutes of the organizational meetings concerning the above (in the cases of the incorporation of said Juridical Person To Be Incorporated due to share transfer, merger, or company split, minutes of the shareholders meetings concerning the above or other document certifying that necessary procedures were followed);
(f) a document stating the location of the principal office;
(g) a document stating the content of business;
(h) a document providing the amount of stated capital and other conditions of assets after said incorporation;
(i) a document stating the system pertaining to the holding of voting rights of said Bank;
(j) a document stating the holding number of voting rights of said Bank and the number of voting rights of said Bank to be acquired or held after said approval; and
(k) a document stating the name of its Subsidiary Company, etc., location of principal business office or offices, and content of business;
(iii) a document stating prospective cash flow and prospective net present value pertaining to the holding of voting rights of said Bank for five (5) business years after said incorporation;
(iv) a document stating the result of a stress test pertaining to the net present value as prescribed in the preceding item;
(v) the relationships of personnel affairs, funds, technologies, transactions, etc., which are scheduled to exist with said Bank after said incorporation and policies pertaining to said relationships; and
(vi) other documents stating matters to be referenced for an examination as prescribed in Article 52-10, item (i) of The Act.
(4) The Commissioner of the Financial Services Agency, when conducting an examination as prescribed in Article 52-10 of The Act pertaining to an application for authorization pursuant to the provisions of the preceding three paragraphs, shall consider the following matters:
(i) it shall be clear that the purposes of acquisition or holding of voting rights of said Bank by a person who filed for said authorization or a juridical person to be incorporated after said authorization (hereinafter referred to as "Applicant, Etc." in this paragraph) will not harm the public nature of the Bank's business, and the system that is deemed, based on the condition of assets, and income and expenditures of said Applicant, Etc., and said holding, to have an extremely small possibility of damaging sound and appropriate business management of said Bank due to the relationships that said Applicant, Etc. has with said Bank and other reasons pertaining to said holding;
(ii) in light of the system, etc. pertaining to the holding of voting rights of said Bank, it is clear that Applicant, Etc. will not preclude said Bank from carrying out accurate and fair business management, and is a person who has sufficient social creditability.
(5) Reasons provided by Cabinet Office Ordinance as prescribed in Article 52-9, paragraph (1), item (i) of The Act shall be the following matters:
(i) acquisition of shares by exercise of the security interest;
(ii) acquisition of shares by acceptance of substitute performance;
(iii) increase in the proportion of holding voting rights to the voting rights held by all shareholders of said Bank by acquisition of voting rights pertaining to shares which may not exercise voting rights of said Bank (limited to an acquisition due to occurrence of an event that is not based on the intention of a person who intends to become a holder of voting rights of said Bank);
(iv) increase in the proportion of holding voting rights to the voting rights held by all shareholders of said Bank by a share transfer conducted by said Bank (excluding the case of a request by a person who intends to become a holder of voting rights of said Bank);
(v) increase in the proportion of holding voting rights to the voting rights held by all shareholders of said Bank by consolidation or split of shares, or allotment of shares without a contribution by said Bank;
(vi) increase in the proportion of holding voting rights to the voting rights held by all shareholders of said Bank by changes of content of a right or number of unit shares pertaining to shares due to the articles of incorporation of said Bank being changed;
(vii) increase in the proportion of holding voting rights to the voting rights held by all shareholders of said Bank by acquisition of own shares of said Bank;
(viii) acquisition of shares in the cases where the number of voting rights in assets other than trust asset pertaining to a trust without compensation for principal is within the major shareholder thresholds.
(6) The provisions of the preceding paragraph shall apply mutatis mutandis to the reasonable grounds as provided by Cabinet Office Ordinance as prescribed in Article 15-4, item (i) of The Order.
(Preliminary Examination when Intending to Become a Holder of Major Shareholder Threshold or More of Voting rights of a Bank)
Article 34-7 A person who intends to become a holder of a Major Shareholder Threshold or more of voting rights of a Bank, or a person that intends to incorporate a company or other juridical person that holds a Major Shareholder Threshold or more of voting rights of a Bank, when intending to obtain an authorization pursuant to the provisions of Article 52-9, paragraph (1) of The Act, may request a preliminary examination by submitting the documents equivalent to those applicable as provided by paragraphs (1), (2), and (3) of the preceding Article to the Commissioner of the Financial Services Agency.
(Application of Authorization Pertaining to Specified Major Shareholders)
Article 34-8 (1) A specified major shareholder (which means a specified major shareholder as prescribed in Article 52-9, paragraph (2) of The Act), when intending to obtain an authorization pursuant to the provisions of the proviso of the same paragraph, shall submit a written application for authorization attached with the following documents to the Commissioner of the Financial Services Agency:
(i) a written statement of reasons;
(ii) the documents as listed in Article 34-6, paragraph (1), item (i), (c) to (e), (g) to (j), (l), and items (iii) to (vi) of the same paragraph; and
(iii) a document stating the number of the holding voting rights of said Bank.
(2) The provisions of Article 34-6, paragraph (4) shall apply mutatis mutandis to an examination as prescribed in Article 52-10 of The Act pertaining to an application for authorization pursuant to the provisions of the preceding paragraph.
Subsection 2 Supervision
(Company having a Special Relationship with a Major Shareholder of Bank)
Article 34-9 (1) A company that has a special relationship as provided by Cabinet Office Ordinance as prescribed in Article 52-14, paragraph (1) of The Act, shall be the following persons:
(i) a Subsidiary Company (which means a Subsidiary Company as prescribed in Article 1-5, paragraph (2), item (i)) of said Major Shareholder Of A Bank (limited to a person that is a company subject to standards for consolidation (which means a company subject to standards for consolidation as prescribed in Article 3-2, paragraph (1), item (ii) of The Act; the same shall apply in item (iii)); the same shall apply in the following item);
(ii) a relevant company (which means a relevant company as prescribed in Article 1-5, paragraph (2), item (iii)) of said Major Shareholder Of A Bank; and
(iii) a company or other juridical person of which Voting Rights Held By All Of The Shareholders, Etc. of 50% or more are held by said Major Shareholder Of A Bank (limited to a person other than a company subject to standards for consolidation).
(2) The provisions of Article 1-6(3) shall be applied mutatis mutandis to the voting rights held, in the case of item (iii) of the preceding paragraph, by the major shareholders of a bank in that item.
Section 3 Special Provisions pertaining to Bank Holding Companies
Subsection 1 General Rules
(Application, etc., of Authorization for a Case of Intending to Become a Holding Company of a Subsidiary Company that is a Bank)
Article 34-10 (1) A company that intends to become a Holding Company of which Subsidiary Company is a Bank, when intending to obtain an authorization pursuant to the provisions of Article 52-17, paragraph (1) of The Act, shall submit a written application for authorization attached with the following documents to the Prime Minister via the Commissioner of the Financial Services Agency:
(i) a written statement of reasons;
(ii) the following documents concerning said company:
(a) articles of incorporation;
(b) a certificate of registered matters of the company;
(c) resumes of the directors and auditors (with regard to a company with committees; directors and executive officers);
(d) with regard to a company with accounting advisors, resumes of the accounting advisors (in the cases where an accounting advisor is a juridical person, a document stating the history of said accounting advisor and resumes of members who shall engage in said duties);
(e) a document stating each shareholder's name, domicile or residence, nationality and occupation (in the cases where a shareholder is a juridical person or other organization, its name, location of principal business office, and the content of business being carried out) and number of shares held by the shareholder;
(f) in the cases where transactions or acts as listed in each item of Article 52-17, paragraph (1) of The Act pertaining to said authorization require a resolution of shareholders meeting or the board of directors, minutes of the shareholders meeting or minutes of the board of directors concerning the above;
(g) a document stating the location of offices;
(h) a document stating the content of business;
(i) the latest balance sheet, profit and loss statement, statement of changes in net assets, and other documents that provide the latest condition of business, assets, and profit and loss of said company;
(j) a document stating the system pertaining to the business management of a Subsidiary Company (including a company to become a Subsidiary Company; hereinafter the same shall apply in this paragraph) conducted by said company; and
(k) a document stating the condition of securing employees with knowledge and experience concerning the business of the Bank;
(iii) the following documents concerning a Subsidiary Company, etc. (which means a Subsidiary Company corresponding to any Subsidiary Company, etc., as prescribed in Article 52-22, main clause of paragraph (1) of The Act, or a Subsidiary Company, etc., as prescribed in Article 52-25 of The Act; hereinafter the same shall apply in this Article) of said company:
(a) a document stating the name and the location of the principal business office or office;
(b) a document stating the title and name of the directors (in the cases where a director is a juridical person, including the person(s) who shall engage in the duties); and
(c) documents listed in (h) and (i) of the preceding item;
(iv) a document stating prospective income and expenditures, and consolidated capital adequacy ratio (which means the ratio obtained by a formula pertaining to the standards as prescribed in Article 52-25 of The Act; hereinafter the same shall apply in this Section excluding Article 34-19-4, paragraph (2), item (ii) and Article 35, paragraph (3)) of said company and its Subsidiary Company, etc. for three (3) business years after said authorization;
(v) in the cases where said company or its Subsidiary Company comes to hold voting rights of a company in Japan (which means a company in Japan as prescribed in Article 52-24, paragraph (1); hereinafter the same shall apply in this Section) for which the total number exceeds its voting right holding threshold (which means the voting right holding threshold as prescribed in the same paragraph; hereinafter the same shall apply in this Section) by said company that becomes a Holding Company of which a Subsidiary Company is a Bank, a document stating the name and content of the business of said company in Japan; and
(vi) other documents stating matters to be referenced for an examination as prescribed in Article 52-18, paragraph (1) of The Act.
(2) A person who intends to incorporate a Holding Company, of which a Subsidiary Company is a Bank, when intending to obtain an authorization pursuant to the provisions of Article 52-17, paragraph (1) of The Act, shall submit an written application for authorization attached with the following documents to the Prime Minister via the Commissioner of the Financial Services Agency:
(i) a written statement of reasons;
(ii) the following documents concerning a company to be incorporated after obtaining said authorization (hereinafter referred to as "Company To Be Incorporated" in this paragraph):
(a) articles of incorporation;
(b) resumes of the directors and auditors (with regard to a company with committees; directors and executive officers);
(c) with regard to a company with accounting advisors, resumes of the accounting advisors (in the cases where an accounting advisor is a juridical person, a document stating the history of said accounting advisor and resumes of members who shall engage in said duties);
(d) a document stating the name of each person to become a shareholder, its domicile or residence, nationality and occupation (in the cases where a shareholder is a juridical person or other organization, its name, location of principal business office, and the content of business carried out) and number of shares held by the shareholder;
(e) in the cases where said incorporation requires a resolution of an organizational meeting, minutes of the organizational meeting concerning the above (in the cases where said Company To Be Incorporated is incorporated by share transfer, merger, or company split, minutes of shareholders meeting concerning the above and other documents certifying that necessary procedures were followed);
(f) a document stating the location of offices;
(g) a document stating content of the business;
(h) a document providing the amount of stated capital and other condition of assets after said incorporation;
(i) a document stating the system pertaining to business management of a Subsidiary Company (including a company to become a Subsidiary Company; hereinafter the same shall apply in this paragraph and the following paragraph) conducted by said Company To Be Incorporated; and
(j) a document stating the condition of securing employees with knowledge and experience concerning the business of the Bank;
(iii) the following documents concerning a Subsidiary Company, etc. of said Company To Be Incorporated;
(a) a document stating the name and location of the principal business office or office;
(b) a document stating the title and name of the directors (in the cases where a director is a juridical person, including the persons who shall engage in the duties);
(c) a document stating the content of business; and
(d) the latest balance sheet, profit and loss statement, statement of changes in net assets, and other documents that provide the latest condition of business, assets, and profit and loss of said company;
(iv) a document stating prospective revenue and expenditures, and consolidated capital adequacy ratio of the Company To Be Incorporated and its Subsidiary Company, etc. for three (3) business years after said incorporation;
(v) in the cases where a Company To Be Incorporated or its Subsidiary Company comes to hold the voting rights of a company in Japan for which the total number exceeds the voting right holding threshold due to said incorporation, a document stating the name and content of the business of said company in Japan; and
(vi) other documents stating matters to be referenced for an examination as prescribed in Article 52-18, paragraph (1) of The Act.
(3) The Prime Minister, when conducting an examination pursuant to the provisions of Article 52-18, paragraph (1) of The Act pertaining to an application of authorization pursuant to the provisions of the preceding two paragraphs, shall consider the following:
(i) the income and expenditures of the company which filed said application or the company to be incorporated based on said authorization (hereinafter referred to as "Applicant, Etc.." in this paragraph), and its Subsidiary Company, etc., shall have the prospect of remaining in a good business condition for three (3) business years after said authorization or incorporation;
(ii) consolidated capital adequacy ratio of Applicant, Etc.., and its Subsidiary Company, etc. is expected to be the proper level for three (3) business years after said authorization or incorporation; and
(iii) in light of the conditions of securing directors or employees with sufficient knowledge and experience concerning the business of a Bank and the system pertaining to business management of a Subsidiary Company, the Applicant, Etc.. shall be a person that can manage business accurately and properly of the Bank which is or is to be its Subsidiary Company, and a person with sufficient social creditability.
(4) Reasons as provided by Cabinet Office Ordinance as prescribed in Article 52-17, paragraph (1), item (i) of The Act shall be the following reasons:
(i) acquisition of shares by exercise of the security interest;
(ii) acquisition of shares by acceptance of substitute performance;
(iii) in the cases where a financial instruments business operator that carries out securities-related business acquires shares as its business, the implementation of its business;
(iv) increase in the proportion of holding voting rights to the voting rights held by all of shareholders of said Bank by acquisition of voting rights pertaining to shares which may not exercise voting rights of said Bank (limited to an acquisition due to occurrence of an event that is not based on the intention of a person who intends to become a holder of voting rights of said Bank);
(v) increase in the proportion of holding voting rights to the voting rights held by all of shareholders of said Bank by share transfer conducted by said Bank (excluding the cases of the request of a person who intends to become a holder of voting rights of said Bank);
(vi) increase in the proportion of holding voting rights to the voting rights held by all of shareholders of said Bank by consolidation or split of shares, or allotment of shares without a contribution by said Bank;
(vii) increase in the proportion of holding voting rights to the voting rights held by all of shareholders of said Bank by changes of content of right or number of unit shares pertaining to shares due to a change of the articles of incorporation of said Bank; and
(viii) increase in the proportion of holding voting rights to the voting rights held by all of shareholders of said Bank by acquisition of own shares of said Bank.
(5) The provisions of the preceding paragraph shall apply mutatis mutandis to reasonable grounds as provided by Cabinet Office Ordinance as prescribed in Article 16-2, item (i) of The Order.
(6) The provisions of Article 2, paragraph (11) of The Act shall apply mutatis mutandis to the voting rights as prescribed in paragraph (1), item (v) and paragraph (2), item (v).
(Preliminary Examination for Authorization when Intending to Become a Holding Company of which a Subsidiary Company is a Bank)
Article 34-11 A company that intends to become a Holding Company of which a Subsidiary Company is a Bank or a person that intends to incorporate a Holding Company of which a Subsidiary Company is a Bank, when intending to obtain an authorization pursuant to the provisions of Article 52-17, paragraph (1) of The Act, may request a preliminary examination by submitting documents equivalent to those pursuant to paragraph (1) or paragraph (2) of the preceding Article to the Prime Minister via the Commissioner of the Financial Services Agency.
(Notification Matters, etc. Pertaining to a Specified Holding Company)
Article 34-12 (1) Matters as provided by Cabinet Office Ordinance as prescribed in Article 52-17, paragraph (2) of The Act shall be the following matters:
(i) the fact that said company became a Holding Company of which a Subsidiary Company is a Bank;
(ii) the reasonable grounds for, and timing when, said company became a Holding Company of which a Subsidiary Company is a Bank;
(iii) the name and content of the business of said company and its Subsidiary Company; and
(iv) other matters that the Commissioner of the Financial Services Agency finds to be necessary.
(2) A specified Holding Company (which means a specified Holding Company as prescribed in Article 52-17, paragraph (2) of The Act; hereinafter the same shall apply in this Article and the following Article), when intending to submit a notification (in the cases where the specified Holding Company is a foreign Holding Company of which a Subsidiary Company is a Bank (which means a foreign Holding Company of which a Subsidiary Company is a Bank as prescribed in Article 16-4 of The Order; the same shall apply hereinafter), notification pursuant to the provisions of Article 16-5 of The Order) pursuant to provisions of Article 52-17, paragraph (2) of The Act, shall submit the notification attached with the following documents to the Commissioner of the Financial Services Agency, Etc.:
(i) articles of incorporation;
(ii) a certificate of registered matters of the company; and
(iii) the latest balance sheet of said specified Holding Company and its Subsidiary Company.
(3) in the cases where the specified Holding Company is a foreign Holding Company of which a Subsidiary Company is a Bank, said foreign Holding Company of which a Subsidiary Company is a Bank, when intending to obtain an approval for postponement of the limit for notification pursuant to the provisions of the proviso of Article 16-5 of The Order, shall submit a written application for approval attached with a written statement of reasons to the Commissioner of the Financial Services Agency, Etc.
(4) The Commissioner of the Financial Services Agency, Etc., when an application for approval pursuant to the provisions of the preceding paragraph is filed, shall examine whether there are reasons found to be compelling with regard to the foreign Holding Company that filed said application, to postpone the limit for notification pursuant to the provisions of the proviso of Article 16-5 of The Order.
(5) The specified Holding Company, when intending to submit a notification pursuant to the provisions of Article 52-17, paragraph (4) of The Act, shall submit a written notice attached with the following documents to the Commissioner of the Financial Services Agency, Etc.:
(i) a written statement of reasons;
(ii) a document stating the timing of when said specified Holding Company will no longer be a Holding Company of which a Subsidiary Company is a Bank; and
(iii) a document stating measures that said specified Holding Company undertook in order not to become a Holding Company of which a Subsidiary Company is a Bank or the reasonable grounds for said specified Holding Company no longer being a Holding Company of which a Subsidiary Company is a Bank.
(Application of Authorization Pertaining to a Specified Holding Company)
Article 34-13 (1) A specified Holding Company, when intending to obtain an authorization pursuant to the provisions of Article 52-17, proviso of paragraph (3) of The Act, shall submit a written application for authorization attached with the following documents to the Prime Minister via the Commissioner of the Financial Services Agency:
(i) a written statement of reasons; and
(ii) the documents as listed in Article 34-10, paragraph (1), item (ii), (c) to (e) and (g) to (k) of The Act, and items (iii) to (vi) of the same paragraph.
(2) The provisions of Article 34-10, paragraph (3) shall apply mutatis mutandis to an examination as prescribed in Article 52-18, paragraph (1) of The Act pertaining to the application of authorization pursuant to the provisions of the preceding paragraph.
(Application of Authorization for Concurrent Holding of Positions as a Director of Bank Holding Company)
Article 34-14 (1) Directors who engage in the ordinary business of a Bank Holding Company (with regard to a company with committees, executive officers; with regard to a Bank Holding Company in a foreign state (which means a foreign Holding Company, of which Subsidiary Company is a Bank, and which was incorporated after obtaining an authorization as prescribed in Article 52-17, paragraph (1) of The Act or which has obtained the authorization as prescribed in the proviso of paragraph (3) of the same Article; the same shall apply hereinafter), directors or executive officers who engage in the ordinary business of said Bank Holding Company in a foreign state, or a person who is assigned to equivalent duties to the above; the same shall apply in the following paragraph), when intending to obtain an authorization for engaging in ordinary business of other company, pursuant to the provisions of Article 52-19, paragraph (1) of The Act, shall submit a written application for authorization attached with the following documents to the Commissioner of the Financial Services Agency, Etc.. via said Bank Holding Company:
(i) a written statement of reasons;
(ii) a resume;
(iii) a document stating the methods of conducting ordinary business at the Bank Holding Company and said other company;
(iv) a document stating transactions between the Bank Holding Company and its Subsidiary Company and said other company, and other relationships; and
(v) said other company's articles of incorporation (including documents equivalent to this), the latest business report, balance sheet, profit and loss statement, statement of changes in net assets, and other documents that provide the latest condition of business, assets, and profit and loss.
(2) The Commissioner of the Financial Services Agency, Etc., when an application of authorization pursuant to the provisions of the preceding paragraph is filed, shall examine whether conditions are likely to preclude sound and appropriate business management of the Bank that is a Subsidiary Company of said Bank Holding Company by the director who engages in ordinary business of a Bank Holding Company who filed said application, if engaged in the ordinary business of said other company.
Subsection 2 Business and Subsidiary Company, etc.
(Scope of Business Pertaining to the Development of a System to Protect Customers' Interests)
Article 34-14-2 The business provided by Cabinet Office Ordinance as prescribed in Article 52-21-2, paragraph (1) of the Act shall be Bank-related Business.
(Measures necessary to prevent a customer's interests from being unreasonably harmed)
Article 34-14-3 (1) A Bank Holding Company shall, to prevent the customer's interests pertaining to Bank-related Business conducted by a Bank that is a Subsidiary Company of said Bank Holding Company, a Bank Agent having a Bank that is a Subsidiary Company of said Bank Holding Company as Entrusting Bank, or subsidiary financial institution, etc. of said Bank Holding Company from being unreasonably harmed in connection with transactions conducted by said Bank that is a Subsidiary Company of said Bank Holding Company, a Bank Agent having said Bank that is a Subsidiary Company of said Bank Holding Company as Entrusting Bank, or a parent financial institution, etc. (which means a parent financial institution, etc., prescribed in Article 52-21-2, paragraph (2) of the Act; hereinafter the same shall apply in this Article) or a subsidiary financial institution, etc. (which means a subsidiary financial institution, etc. as prescribed in paragraph (3) of that Article; hereinafter the same shall apply in this Article) of said Bank Holding Company, take the following measures:
(i) development of a system to identify the subject transactions in an appropriate manner;
(ii) development of a system to properly ensure the protection of said customer by the following or any other methods:
(a) method for separating the department conducting subject transactions and the department conducting transactions with said customer
(b) method for changing the conditions or method of subject transactions or transactions with said customer
(c) m ethod for interrupting subject transactions or transactions with said customer
(d) method for appropriately disclosing to said customer that the customer's interests may be unreasonably harmed in connection with subject transactions;
(iii) formulation of the policy of implementation of the measures listed in the preceding two items and publication of their outline by an appropriate method;
(iv) preservation of the following records:
(a) records pertaining to the identification of subject transactions conducted under the system prescribed in item (i)
(b) records pertaining to measures to appropriately ensure the protection of customers conducted under the system prescribed in item (ii).
(2) The record prescribed in item (iv) of the preceding paragraph shall be maintained for five (5) years from the date of creation.
(3) The term "subject transactions" in paragraph (1) shall, in cases where, in connection with transactions conducted by a Bank that is a Subsidiary Company of a Bank Holding Company, Bank Agent having a Bank that is a Subsidiary Company of said Bank Holding Company as Entrusting Bank, or the parent financial institution, etc. or subsidiary financial institution, etc. of said Bank Holding Company, the interests of the customer pertaining to Bank-related Business conducted by the Bank that is a Subsidiary Company of said Bank Holding Company, the Bank Agent having a Bank that is a Subsidiary Company of said Bank Holding Company as Entrusting Bank, or the subsidiary financial institution, etc. of said Bank Holding Company may be unreasonably harmed, mean such transactions.
(Granting of Credit, etc. to One and the Same Party Pertaining to a Bank Holding Company)
Article 34-15 (1) The provisions of Article 14-4 shall apply mutatis mutandis to a party which is in a special relationship as provided by Cabinet Office Ordinance with a Bank Holding Company as prescribed in Article 52-22, main clause of paragraph (1) of The Act.
(2) The provisions of Article 14-2 shall apply mutatis mutandis to the calculation method of the amount of granting of credit, etc. (which means granting of credit, etc., as prescribed in Article 52-22, main clause of paragraph (1) of The Act; hereinafter the same shall apply in this Article) to one and the same person by a Bank Holding Company or its Subsidiary Company, etc. (which means a Subsidiary Company, etc. prescribed in the main clause of the same paragraph; hereinafter the same shall apply in this Article) and other necessary matters concerning application of provisions of the same paragraph. In this case, the term "said Bank" shall be deemed to be replaced with the "said Bank Holding Company."
(3) The amount of granting of credit, etc. to one and the same person by a Bank Holding Company and its Subsidiary Company, etc., with regard to each of said Bank Holding Company or its Subsidiary Company, etc., shall be calculated by deducting the amount subject to the adjustment pertaining to said one and the same person from the total amount of granting of credit, etc. that is calculated in accordance with the example as prescribed in the provisions of Article 14-2, paragraph (1) as applied mutatis mutandis pursuant to the preceding paragraph (except for the amount of contribution as prescribed in Article 14, paragraph (3)).
(4) The term "amount subject to the adjustment" as prescribed in the preceding paragraph shall mean the amount of loans provided by said Subsidiary Company, etc. or any other amounts specified by the Commissioner of the Financial Services Agency among the amount guaranteed by said Bank Holding Company or its Subsidiary Company, etc..
(5) The net total amount of equity capital as prescribed in Article 52-22, main clause of paragraph (1) of The Act shall be the amount of equity capital calculated in accordance with the standards as prescribed in Article 52-25 of The Act after adding necessary adjustments pursuant to the provisions specified by the Commissioner of the Financial Services Agency.
(6) A Bank Holding Company, when intending to obtain an approval for the total amount of granting of credit, etc., to one and the same person by the Bank Holding Company or its Subsidiary Company, etc., as prescribed in the proviso of Article 52-22, paragraph (1) of The Act, that will exceed the limit of granting of credit, etc. pertaining to the Bank Holding Company as prescribed in the main clause of said paragraph, shall attach the documents listed in each item of Article 14-3, paragraph (3) to a written application for approval and submit them to the Commissioner of the Financial Services Agency, Etc.
(7) A Bank Holding Company, under whatever name, shall not perform any transaction or act to evade prohibitions as prescribed in Article 52-22, main clause of paragraph (1) of The Act.
(Scope of a Subsidiary Company of a Bank Holding Company)
Article 34-16 (1) Persons provided by Cabinet Office Ordinance primarily as a Bank Holding Company, its Subsidiary Company, and any other person similar to the above, as prescribed in Article 52-23, paragraph (1), item (x) and paragraph (6) of The Act, shall be the following:
(i) Bank Holding Company(s) group of said Bank Holding Company (which means a group which includes a Bank or companies listed in Article 52-23, paragraph (1), item (i) or item (vi) of The Act among a group of two (2) or more Subsidiary Companies of said Bank Holding Company or a group of said Bank Holding Company and its Subsidiary Companies; the same shall apply in the following item);
(ii) Bank Holding Company(s) group of said Bank Holding Company and the following persons:
(a) a person listed in Article 17-2, paragraph (4), item (iv);
(b) a Bank Holding Company(s) group of other Bank Holding Company; and
(c) a Bank Holding Company(s) of a long-term credit bank Group of a Bank Holding Company of a long-term credit bank.
(2) The term "a Bank Holding Company(s) of a long-term credit bank Group" as prescribed in the preceding paragraph, item (ii), sub-item (c) shall mean a group that includes a long-term credit bank or companies listed in Article 16-4, paragraph (1), item (i) or (vi) of the Long-Term Credit Bank Act among a group of two (2) or more Subsidiary Companies of said Bank Holding Company(s) of a long-term credit bank Group or a group of said a Bank Holding Company of a long-term credit bank and its Subsidiary Companies, etc.
(3) Business as provided by Cabinet Office Ordinance as prescribed in Article 52-23, paragraph (1), item (x), sub-item (a) of The Act shall be the following:
(i) a business of leasing of real property (as a general rule, limited to real property for business acquired from or leased to a Bank Holding Company is a Subsidiary Company, or its Subsidiary Company) for another business operator, or maintenance, inspection, or other management of real property or incidental equipment to the real property that is owned by another business operator;
(ii) a business of providing services concerning a benefit or welfare program for officers or employees of another business operator;
(iii) a business of purchase or management of goods for business use of another business operator;
(iv) a business of printing or bookbinding of documents, vouchers or other statements pertaining to services of another business operator;
(v) a business of advertisement or promotion concerning business of another business operator;
(vi) a business of operation, maintenance, inspection, or other management of automobiles for another business operator;
(vii) a business of providing an investigation or information to be necessary for the business of another business operator (except for that corresponding to item (x));
(viii) a business of maintenance, inspection, or other management of Cash Dispensers, Etc. of another business operator;
(ix) a business of preparation or dispatch of postcards or sealed documents that solicit the conclusion of contracts pertaining to business of another business operator or that explain the contents of said contracts;
(x) a business of evaluation of properties that shall be the object of security for a claim pertaining to financing or other granting of credit executed by another business operator, maintenance of property that is the object of said security or other necessary services for said properties;
(xi) a business of consulting service for loan (limited to a loan necessary to purchase a housing or a loan to any other consumers) provided by another business operator, or an introducing brokerage of services pertaining to said loan, or performing other services necessary for said loan;
(xii) a business pertaining to foreign exchange transactions carried out by another business operator, letters of creditor traveler's checks, or a business to carry out services necessary for the loan of funds directly necessary for import or export or any other international transactions, discounting of negotiable instruments, a debt guarantee, or the acceptance of negotiable instruments;
(xiii) a business of calculations pertaining to services of another business operator;
(xiv) a business of preparation, arrangement, custody, dispatching, or delivery of documents pertaining to services of another business operator, vouchers, or any other documents;
(xv) a business as an introducing brokerage to carry out services between another business operator and customers of said other business operator;
(xvi) a worker dispatch business as provided in Article 2, item (iii) of the Act Concerning Securing the Proper Operation of Worker Dispatching Undertakings and Improved Working Conditions for Dispatched Workers, or employment placement business carried out after obtaining a permission pursuant to the provisions of Article 30, paragraph (1), of the Employment Security Act;
(xvii) a business to carry out services concerning computers for another business operator (including businesses performing design or maintenance of a system that functions by using a computer, or the design, development, or sales of a software program (including sales of attachments to be necessary for sale of the software program) or its maintenance);
(xviii) a business to provide education or training to officers or employees of another business operator;
(ixx) a business of transportation of cash, checks, negotiable instruments or securities of another business operator (except those corresponding to the following item and item (xxi));
(xx) a business of collection and delivery of cash, checks, negotiable instruments, or certificates to principal customers of another business operator;
(xxi) a business of acceptance and delivery of securities pertaining to the business of another business operator with the principal customers of said business operator;
(xxii) a business of arrangement of cash, checks, negotiable instruments or securities, confirmation of the amount or count, or retaining custody temporarily on behalf of another business operator;
(xxiii) a business of investment on behalf of an insurance corporation which is a Subsidiary Company;
(xxiv) in the cases where a Bank, a long-term credit bank, or an insurance corporation (hereinafter referred to as "Fellow Banks, Etc." in this item) that is a Subsidiary Company of a Bank Holding Company, which is a Subsidiary Company, requires to exercise the security interest for the calling of credit pertaining to a loan of funds or any other credit granting, or in the cases where a purchasing company of claims secured with real property that is contributed and incorporated jointly by financial institutions (hereinafter referred to as "Purchasing Company" in this item) requires to exercise the security interest in order to call claims secured with real property purchased from said Fellow Banks, Etc., a business to purchase the real property that is the object of security for this claims at an appropriate price for said Fellow Banks, Etc. or said Purchasing Company and a business to own and manage purchased real property and any other necessary services concerning said real property;
(xxv) other business as provided by the Commissioner of the Financial Services Agency as equivalent to the business listed in items (i) to the preceding item; or
(xxvi) business incident to the business listed in each of the preceding items (limited to business carried out by a person who engages in business as listed in each said item).
(4) A company as provided by Cabinet Office Ordinance as prescribed in Article 52-23, paragraph (1), item (xi) and Article 52-24, paragraph (7) of The Act shall mean a stock company as prescribed in Article 17-2, paragraph (6).
(5) In addition to a company as provided in the preceding paragraph, a stock company that corresponds to a company as prescribed in the preceding item when its voting rights are acquired by a Bank Holding Company or its Subsidiary Company (including a company that is to become a Subsidiary Company; hereinafter the same shall apply in this paragraph) due to reasons other than those listed in Article 34-17, paragraph (1), item (i) or (ii) (in the cases where voting rights of said stock company are acquired by said Bank Holding Company or its Subsidiary Company in two or more transactions, the last acquisition due to reasons other than those listed in Article 34-17, paragraph (1), item (i) or (ii)) shall also correspond to a company as provided by Cabinet Office Ordinance, as prescribed in Article 52-23, paragraph (1), item (xi) and Article 52-24, paragraph (7) of The Act pertaining to said Bank Holding Company, unless said voting rights are newly acquired by said Bank Holding Company or its Subsidiary Company due to reasons other than those listed in Article 34-17, paragraph (1), item (i) or (ii).
(6) Notwithstanding the preceding two items, when a Subsidiary Company of a Bank Holding Company that carries out only in business listed in Article 17-3, paragraph (2), item (xii) and other business incidental to this (hereinafter referred to as "Specified Subsidiary Company" in this paragraph) does not dispose of the purchased voting rights of a company as prescribed in the preceding two paragraphs (hereinafter referred to as "Company Cultivating New Business Field, etc." in this paragraph and in Article 34-20, paragraph (1), item (ix)) no later than the day after ten (10) years from the date of the acquisition (hereinafter referred to as "Base Disposition Day" in this paragraph), said Company Cultivating New Business Field, etc.on or after the day following the Base Disposition Day, shall not correspond to a company as provided by Cabinet Office Ordinance, as prescribed in Article 52-23, paragraph (1), item (xi) and Article 52-24, paragraph (7) of The Act pertaining to said Bank Holding Company; provided, however, that this shall not apply to the cases where the number of voting rights of said Company Cultivating New Business Field, etc. held by said Bank Holding Company or its Subsidiary Company decreases below the base voting right holding number on said Base Disposition Day (which means the number of voting rights obtained by multiplying all of the stockholder voting rights by 15% with regard to the voting rights of a company in Japan (which means a company in Japan prescribed in Article 16-3, paragraph (1) of The Act; hereinafter the same shall apply in this Chapter and Chapter V), and the number of voting rights obtained by multiplying all of the stockholder voting rights by 50% with regard to the voting rights of a foreign company; hereinafter the same shall apply in this paragraph), when said Specified Subsidiary Company disposes of voting rights, that correspond to the portion exceeding the base voting right holding number on said Base Disposition Day, of said Company Cultivating New Business Field, etc. held by said Bank or its Subsidiary Company during from said day of acquisition to the Base Disposition Day.
(7) The companies as provided by Cabinet Office Ordinance as prescribed in Article 52-23, paragraph (1), item (xi) of The Act shall mean a company that carries out only in business as listed in Article 17-3, paragraph (2), item (xii) and businesses incidental to this.
(8) The companies as provided by Cabinet Office Ordinance as prescribed in Article 52-23, paragraph (1), item (xii) of The Act shall be the following; provided, however that in the cases where said Holding Company carries out a business as listed in each item of Article 17-3, paragraph (1), said business shall be that carried out for business that is carried out primarily by a Bank, its Subsidiary Company, or a person as listed in each item of paragraph (1) pursuant to the standards specified by the Commissioner of the Financial Services Agency:
(i) with regard to a Holding Company of which Subsidiary Company is a Company Specialized In Securities Business, a Company Specialized In Securities Introducing Brokerage Services, or a foreign company that carries out securities-related business as prescribed in Article 52-23, paragraph (1), item (vii) of The Act (excluding a foreign company that carries out Banking Business) and Company Specialized In Trust Business or a foreign company that carries out Trust Business as prescribed in item (ix) of the same paragraph (excluding a foreign company that carries out Banking Business), a company that carries out business to engage only in management of said Subsidiary Company, business incidental to this, and business as listed in each item of Article 17-3, paragraphs (1) and (2) (excluding items (xxiv) to (xxxiv)) (limited to cases where the company does not hold the company as prescribed in Article 16-2, paragraph (1), items (i), (ii), (v), (v)-2, (vii), and (ix) of The Act as its Subsidiary Company; the same shall apply hereinafter except in the following item and item (iii));
(ii) with regard to a Holding Company of which Subsidiary Company is a Company Specialized In Securities Business, Company Specialized In Securities Introducing Brokerage Services, or a foreign company that carries out securities-related business as prescribed in Article 52-23, paragraph (1), item (vii) of The Act (excluding a foreign company that carries out Banking Business), a company that carries out business to engage only in management of said Subsidiary Company, business incidental to this, and business as listed in each item of Article 17-3, paragraphs (1) and (2) (excluding items (xxiv) to (xxxvii)) (limited to cases where the company does not hold the company as prescribed in Article 16-2, paragraph (1), items (i), (ii), (v) to (vii), (ix), and (x) of The Act as its Subsidiary Company);
(iii) with regard to a Holding Company of which Subsidiary Company is a Company Specialized In Trust Business or a foreign company that carries out Trust Business as provided in Article 52-23, paragraph (1), item (ix) of The Act (excluding a foreign company that carries out Banking Business), a company that carries out business to engage only in management of said Subsidiary Company, business incidental to this, and business as listed in each item of Article 17-3, paragraphs (1) and (2) (excluding items (ixx) to (xxxiv)) (limited to cases where the company does not hold the company as provided in Article 16-2, paragraph (1), items (i), (ii), (iii) to (v)-2, and (vii) to (ix) of The Act as its Subsidiary Company);
(iv) with regard to a Holding Company of which Subsidiary Company is a company as provided in Article 52-23, paragraph (1), items (i)-2, (x) and (xi) of The Act, a company that carries out business to engage only in management of said Subsidiary Company, business incidental to this, and business as listed in each item of Article 17-3, paragraphs (1) and (2) (excluding items (ixx) to (xxxiv));
(v) with regard to a Holding Company as prescribed in Article 17-3, paragraph (6) of The Act among a Company Specialized In Securities Business or a Company Specialized In Securities Introducing Brokerage Services that is a Subsidiary Company of said Bank as prescribed in Article 16-2, paragraph (2), item (vi), (c) of The Act, a company that carries out business to engage only in management of a Subsidiary Company of said Holding Company, business incidental to this, and business as listed in each item of Article 17-3, paragraphs (1) and (2) (excluding items (xxiv) to (xxxvii));
(vi) with regard to a Holding Company as prescribed in Article 17-3, paragraph (7) of The Act among Subsidiary Companies of an insurance corporation that is a Subsidiary Company of said Bank as prescribed in Article 16-2, paragraph (2), item (vii), (c) of The Act, a company that carries out business to engage only in management of a Subsidiary Company of said Holding Company, business incidental to this, and business as listed in each item of Article 17-3, paragraphs (1) and (2) (excluding items (xiv) to (xxiii), and (xxxv) to (xxxvii)); or
(vii) with regard to a Holding Company as prescribed in Article 17-3, paragraph (8) of The Act among Subsidiary Companies of Trust Bank or a Company Specialized In Trust Business, which is a Subsidiary Company of said Bank as prescribed in Article 16-2, paragraph (2), item (viii), (d) of The Act, a company that carries out business to engage only in management of a Subsidiary Company of said Holding Company, business incidental to this, and business as listed in each item, paragraphs (1) and (2) of the same Article (excluding items (xiv) to (xxxiv)).
(9) The provisions of Article 2, paragraph (11) of The Act shall apply mutatis mutandis to voting rights as prescribed in paragraphs (5) and (6).
(Causes that Shall Exclude Application of Provisions, etc. of Article 52-23, Paragraph (1) of The Act)
Article 34-17 (1) Causes as provided by Cabinet Office Ordinance as prescribed in Article 52-23, paragraph (2) of The Act shall be the following causes:
(i) acquisition of Shares, Etc. by execution of a security interest of a Bank Holding Company or its Subsidiary Company;
(ii) acquisition of Shares, Etc. by acceptance of substitute performance of a Bank Holding Company or its Subsidiary Company;
(iii) acquisition of voting rights pertaining to shares or ownership interest that may not exercise voting rights held by a Bank Holding Company or its Subsidiary Company (limited to acquisition due to the occurrence of an event that is not based on the intention of said Bank Holding Company or its Subsidiary Company;
(iv) conversion of shares of a company for which shares are held by a Bank Holding Company or its Subsidiary Company (excluding the cases of conversion that are requested by said Bank Holding Company or its Subsidiary Company);
(v) consolidation, split, allotment of share without contribution of Shares, Etc. of a company for which Shares, Etc. are held by a Bank Holding Company or its Subsidiary Company;
(vi) change of content of rights or number of share units pertaining to Shares, Etc. due to a change of articles of incorporation of a company for which Shares, Etc. are held by a Bank Holding Company or its Subsidiary Company; or
(vii) acquisition of its own Shares, Etc. of a company for which Shares, Etc. are held by a Bank Holding Company or its Subsidiary Company.
(2) Reasons as provided by Cabinet Office Ordinance as prescribed in Article 52-23, paragraph (4) of The Act shall be the reasons listed in each item of the preceding paragraph.
(Exclusions from Bank, Etc. Eligible as Subsidiary Companies, etc. among Companies Eligible as a Subsidiary Company)
Article 34-18 The companies as provided by Cabinet Office Ordinance as prescribed in Article 52-23, paragraph (3) of The Act shall be a company that carries out only in the following business:
(i) business listed in Article 17-3, paragraph (2), items (i) to (xviii)-5;
(ii) other business as provided by the Commissioner of the Financial Services Agency as being similar to business listed in the preceding item; or
(iii) business pertaining to business incidental to business listed in the preceding two items among business listed in Article 17-3, paragraph (2), item (xxxix).
(Application, etc. of an Authorization for Making a Bank, etc. Eligible as Subsidiary Companies, etc. as a Subsidiary Company)
Article 34-19 (1) A Bank Holding Company, when intending to obtain an authorization for making a Bank, etc. eligible as a Subsidiary Companies (which means Bank, etc. eligible as a Subsidiary Companies as prescribed in Article 52-23, paragraph (3) of The Act; hereinafter the same shall apply in this Article) as its Subsidiary Company pursuant to the provisions of the same paragraph, shall submit a written application for authorization attached with the following documents to the Commissioner of the Financial Services Agency:
(i) a written statement of reasons;
(ii) the following documents concerning said Bank Holding Company:
(a) documents stating the system pertaining to management of a Subsidiary Company executed by said Bank Holding Company;
(b) documents stating the situation of securing employees with knowledge and experience concerning the business of the Bank;
(c) in the cases of making a Bank, etc. eligible as a Subsidiary Companies by means of a share exchange, the following documents:
1. minutes of shareholders meeting and other documents certifying that necessary procedures were followed;
2. documents stating the contents of the share exchange agreement;
3. documents stating the cost for the share exchange;
(iii) the following documents concerning said Bank Holding Company and its Subsidiary Company, etc. (which means a Subsidiary Company, etc., as prescribed in Article 52-25 of The Act; hereinafter the same shall apply in this item and the following paragraph; Article 34-29, paragraph (1), items (v) and (ix); Article 34-30, paragraph (1), items (v) and (ix); Article 34-31, paragraph (1), items (iv) and (vi); and Article 35, paragraph (3)):
(a) with regard to said Bank Holding Company and its Subsidiary Company, etc., the latest consolidated balance sheet, profit and loss statement, statement of changes in net assets, and other documents providing the latest status of business, assets, and profit and loss in these companies; and
(b) documents stating an estimation of income and expenditures and consolidated capital adequacy ratio of said Bank Holding Company and its Subsidiary Company, etc. (including a company to become a Subsidiary Company, etc.) after obtaining said authorization;
(iv) the following documents concerning a Bank, etc. eligible as a Subsidiary Companies, etc. pertaining to said authorization:
(a) documents stating the name, the location of its principal business office or office;
(b) documents stating the content of business;
(c) the latest balance sheet, profit and loss statement, statement of changes in net assets, and other documents that provide the latest status of business, assets, and profit and loss; and
(d) documents stating the titles and names of officers (in the cases where an officer is a juridical person, including a person who will be engaged in the duties).
(v) in the cases where said Bank Holding Company or its Subsidiary Company comes to hold voting rights of a company in Japan for which the total number exceeds the voting right holding threshold due to holding a Bank, etc. eligible as a Subsidiary Companies, etc., documents stating the name and content of business of said company in Japan; and
(vi) other documents stating matters to be referenced for an examination as prescribed in the following paragraph.
(2) The Commissioner of the Financial Services Agency, when an application of authorization pursuant to the provisions of the preceding paragraph is filed, shall examine whether it conforms to the following standards:
(i) income and expenditures of the Bank Holding Company that filed an application and its Subsidiary Company, etc. shall be satisfactory at the time of said application and shall be estimated to change satisfactorily after making a Bank, etc. eligible as a Subsidiary Companies, etc. pertaining to said authorization as its Subsidiary Company;
(ii) consolidated capital adequacy ratio of the Bank Holding Company that filed an application and its Subsidiary Company, etc. (including a Bank, etc. eligible as a Subsidiary Companies, etc. pertaining to said authorization) shall be expected be the proper level;
(iii) the Bank Holding Company which filed the application, in light of systems, etc. pertaining to its personnel structure and business management of the Subsidiary Company, may carry out proper and fair business management of a Bank, etc. eligible as a Subsidiary Companies, etc. pertaining to said authorization; and
(iv) a Bank, etc. eligible as a Subsidiary Companies, etc. pertaining to said authorization may carry out proper and fair business.
(3) The provisions of the preceding two paragraphs shall apply mutatis mutandis to an authorization pursuant to the provisions of Article 52-23, proviso of paragraph (4) of The Act.
(4) The provisions of paragraph (1) shall apply mutatis mutandis to an authorization pursuant to the provisions of Article 52-23, paragraph (5) of The Act.
(5) The provisions of Article 2, paragraph (1) of The Act shall apply mutatis mutandis to voting rights as prescribed in paragraph (1), item (v) (including the cases where it is applied mutatis mutandis pursuant to the preceding two paragraphs).
(Persons Similar to a Bank Holding Company and its Subsidiary Company)
Article 34-19-2 Persons provided by Cabinet Office Ordinance as prescribed in Article 52-23-2, paragraph (1) item (1)(a) of the Act shall be those listed in the items of Article 34-16, paragraph (1) of the Act.
(Business Subject to Special Subsidiary Company)
Article 34-19-3 Persons provided by Cabinet Office Ordinance as prescribed in Article 52-23-2, paragraph (2) of the Act shall be the buying or selling of instruments prescribed in Article 10, paragraph (2), item (xiv) of the Act pertaining to financial derivative transactions prescribed in the same item.
(Application, etc. for Authorization of Making a Company Subject to Special Subsidiary Company a Specified Special Subsidiary Company)
Article 34-19-4 (1) A Bank Holding Company, when intending to obtain an authorization to make a Company Subject to Special Subsidiary pursuant to the provision of Article 52-23-2, paragraph (3) of the Act (which means a Company Subject to Special Subsidiary prescribed in paragraph (1) of the same Article; hereinafter the same shall apply in this Article) a Holding Specified Subsidiary Company (which means a Holding Specified Subsidiary Company prescribed in paragraph (1) of the same Article; hereinafter the same shall apply in this Article and the following Articles),shall attach the following documents to an written application for authorization and submit them to the Commissioner of the Financial Services Agency:
(i) a written statement of reasons;
(ii) the following documents pertaining to said Bank Holding Company:
(a) a document describing the system of management of the Specified Special Subsidiary Company that said Bank Holding Company exercises;
(b) a document describing the status of recruitment of personnel having knowledge and experience in banking business;
(c) when making a Company Subject to a Special Subsidiary Company a Holding Specified Subsid i ary Company by means of share exchange, the following documents:
1. minutes of shareholders meetings and other documents certifying that necessary procedures are followed;
2. a document describing the details of the share exchange contract; and
3. a document stating the cost of the share exchange;
(iii) the following documents concerning said Bank Holding Company and its Subsidiary Company, etc. (which means the Subsidiary Company, etc. prescribed in Article 52-25 of the Act; hereinafter the same shall apply in this item and the following paragraph, item (i)):
(a) with regard to said Bank Holding Company and its Subsidiary Company, etc., the latest consolidated balance sheet, profit and loss statement, statement of changes in net assets, and other documents that provide information on the latest conditions of the business, assets, and profit and loss of these companies; and
(b) a document giving an estimate of income and expenditures and the consolidated capital adequacy ratio of said Bank Holding Company and its Subsidiary Company, etc. (including the company to become a Subsidiary Company, etc. ) after obtaining said authorization;
(iv) the following documents concerning a Company Subject to Special Subsidiary Company pertaining to said authorization:
(a) a document stating the name and the location of its principal business office or office;
(b) a document describing the details of business;
(c) the latest balance sheet, profit and loss statement, statement of changes in net assets, and other documents that provide information on the latest conditions of business, assets, and profit and loss; and
(d) a document stating the titles and names of the officers (when an officer is a juridical person, including the persons who fulfill such function);
(v) any other documents providing information that would be useful to the examination prescribed in the following paragraph;
(2) The Commissioner of the Financial Services Agency shall, when an application for authorization pursuant to the provisions of the preceding paragraph is filed, examine whether it conforms to the following standards:
(i) income and expenditures of the applicant Bank Holding Company and its Subsidiary Company, etc. are satisfactory at the time of said application and estimated to change satisfactorily after the Company Subject to Special Subsidiary Company under examination for said authorization is made a Holding Specified Subsidiary Company;
(ii) the consolidated capital adequacy ratio (which means the ratio obtained by the formula of the criteria prescribed in Article 52-25 of the Act) of the applicant Bank Holding Company and its Subsidiary Company, etc. (which means Subsidiary Company, etc. prescribed in the same Article), the consolidated capital adequacy ratio (which means the ratio obtained by the formula of the criteria prescribed in Article 14-2, item (ii), of the Act) of a bank that is a Subsidiary Company of said Bank Holding Company and its Subsidiary Company, etc. (which means Subsidiary Company, etc. prescribed in the same item), and the non-consolidated capital adequacy ratio of said bank (which means the ratio obtained by the formula of the criteria prescribed in Article 14-2, item (i), of the Act) are all at satisfactory levels at the time of said application and are estimated to remain at satisfactory levels after the Company Subject to Special Subsidiary Company under examination for said authorization is made a Holding Specified Subsidiary Company.
(iii) In light of such matters as its personnel structure and the system of management of the Subsidiary Company, the applicant Bank Holding Company is capable of ensuring a proper and fair management of the Company Subject to Special Subsidiary Company under examination for said authorization.
(iv) the Company Subject to Special Subsidiary Company under examination for said authorization is capable of conducting its business properly and fairly.
(v) In light of the status of business of the applicant Bank Holding Company, there is no risk that may affect the sound and proper management of the business of the bank that is a Subsidiary Company of said Bank Holding Company even after the said Bank Holding Company has made the Company Subject to Special Subsidiary Company under examination for said authorization a Holding Specified Subsidiary Company.
(3) The provisions of the preceding two paragraphs shall apply mutatis mutandis to an authorization pursuant to the provisions of Article 52-23-2, proviso of paragraph (5) of the Act.
(4) The provision of paragraph (1) shall apply mutatis mutandis to an authorization pursuant to the provisions of Article 52-23-2, paragraph (6) of the Act.
(Requirements Deemed Necessary to Ensure Sound and Proper Management of the Business of a Bank That Is a Subsidiary Company of a Bank Holding Company)
Article 34-19-5 (1) The Requirements provided by Cabinet Office Ordinance as prescribed in Article 52-23-2, paragraph (4) of the Act and that pertain to the business prescribed in Article 34-19-3 of the Act shall be the following:
(i) the total amount of the commodity held by said Holding Specified Subsidiary Company as a result of the business prescribed in Article 34-19-3 does not exceed the amount prescribed by the Commissioner of the Financial Services Agency;.
(ii) the company does not own any facility for the storage or transport of the commodity; and
(iii) the company does not perform any conversion of the commodity such as refining and processing;
(2) The amount of the commodity prescribed in item (i) of the preceding paragraph shall be accounted for at market value; provided, however, that, in the cases where the total amount of said commodity exceeds the sum of the prices of acquisition of said commodity (in the cases where the decline in the value of said merchandise is deducted as loss in the calculation of profit and loss, the balance of said deduction), the amount shall be said sum.
(Causes for which Article 52-24, paragraph (1) of The Act Shall not Apply)
Article 34-20 (1) Reasons as provided by Cabinet Office Ordinance as prescribed in Article 52-24, paragraph (2) of The Act shall be the following reasons:
(i) acquisition of Shares, Etc. by exercise of the security interest of a Bank Holding Company or its Subsidiary Company;
(ii) acquisition of Shares, Etc. by acceptance of substitute performance of a Bank Holding Company or its Subsidiary Company;
(iii) acquisition of Shares, Etc. by a Bank Holding Company or its Subsidiary Company, based on a plan for reasonable management improvement with the company which is its customer (limited to cases of said acquisition of Shares, Etc. is executed in order to extinguish a debt of said company to said Bank Holding Company or its Subsidiary Company, and the cases where the business management of said company shall be expected to be improved within a reasonable period by said acquisition of Shares, Etc.);
(iv) acquisition of voting rights pertaining to shares or ownership interest for which the voting rights held by a Bank Holding Company or its Subsidiary Company may not be exercised (limited to those shares or voting rights acquired due to occurrence of an event that is not based on the intention of said Bank Holding Company or its Subsidiary Company);
(v) conversion of shares of a company of whose shares are held by a Bank Holding Company or its Subsidiary Company (excluding cases where said conversion is executed by request of said Bank Holding Company or its Subsidiary Company);
(vi) consolidation, split or allotment of share without contribution of Shares, Etc. of a company for which Shares, Etc. are held by a Bank Holding Company or its Subsidiary Company;
(vii) change of the content of rights or a the number of share unit pertaining to Shares, Etc. due to a change of articles of incorporation of a company for which Shares, Etc. are held by a Bank Holding Company or its Subsidiary Company;
(viii) acquisition of own Shares, Etc. by a company for which Shares, Etc. are held by a Bank Holding Company or its Subsidiary Company;
(ix) when intending to dispose of the voting rights of a Company Cultivating New Business Field, etc. pursuant to the provisions of Article 34-16, paragraph (6), said voting rights may not be disposed of because transfer of said voting rights is extremely difficult due to a reason found to be compelling;
(x) acquisition of shares in the cases where the number of voting rights in assets other than trust assets pertaining to a trust without compensation for principal is within the major shareholder thresholds; and
(xi) with regard to shares that were issued by a company which is a customer of a Bank Holding Company or its Subsidiary Company, and acquired based on reasonable plans with said client company, in the cases where an approval by the Commissioner of the Financial Services Agency has been obtained in advance for a transfer of said shares (excluding those corresponding to reasons listed in item (v)) necessary in order to dispose of said shares within a reasonable period of time in accordance with improvement in management of said client company, or for that there are other reasonable reasons.
(2) When intending to obtain an approval described in item (xi) in the preceding paragraph, a written application for approval attached with the following documents shall be submitted to the Commissioner of the Financial Services Agency:
(i) a written statement of reasons;
(ii) a document stating the trade name and content of business of a company in Japan pertaining to said approval;
(iii) a document stating the policies concerning the method of disposition of a portion of voting rights of a company in Japan pertaining to said approval that voting rights are acquired or held exceeding the voting right holding threshold; and
(iv) other documents stating matters to be referenced in an examination as prescribed in the following paragraph.
(3) The Commissioner of the Financial Services Agency, when an application for an approval is filed pursuant to the preceding paragraph, shall examine whether there is a reasonable cause for the Bank Holding Company that filed said application to own or hold the number of voting rights exceeding the voting right holding threshold, and whether it is proper or not that the policies concerning method to dispose of portion of voting rights exceeding the voting right holding threshold which is to be acquired or possessed.
(Written Application for Approval for Holding of Voting Rights Exceeding the Voting Right Holding Threshold)
Article 34-21 (1) A Bank Holding Company, when intending to obtain an approval pursuant to the provisions of Article 52-24, proviso of paragraph (2) of The Act, shall submit a written application for approval attached with the following documents to the Commissioner of the Financial Services Agency:
(i) a written statement of reasons;
(ii) a document stating the trade name and content of business of a company in Japan pertaining to said approval;
(iii) a document stating the policies concerning the method of disposition of a portion of the voting rights of a company in Japan pertaining to said approval, for which was acquired or possessed in number exceeding the voting right holding threshold; and
(iv) other documents stating matters to be referenced for the examination as prescribed in the following paragraph.
(2) The Commissioner of the Financial Services Agency, when an application for approval is filed pursuant to the provisions of the preceding paragraph, shall examine whether the Bank Holding Company that filed said application or its Subsidiary Company has a reason, which is found to be unavoidable, to hold voting rights exceeding the voting right holding threshold, or not.
(3) The provisions of Article 2, paragraph (11) of The Act shall apply to the voting rights prescribed in paragraph (1), item (iii).
(Cases that Voting Rights Exceeding the Voting Right Holding Threshold may be Held)
Article 34-22 (1) The cases as provided by Cabinet Office Ordinance as prescribed in Article 52-24, paragraph (4) of The Act shall be the cases that said Bank Holding Company made a Bank, a long-term credit bank, a Company Specialized In Securities Business, Company Specialized In Securities Introducing Brokerage Services, an insurance corporation, or a small amount and short-term insurance provider as its Subsidiary Company in accordance with an authorization as prescribed in Article 52-23, paragraph (3) of The Act.
(2) The cases as provided by Cabinet Office Ordinance as prescribed in Article 52-24, paragraph (4), item (vi) of The Act shall be the cases that said Bank Holding Company made a Bank, a long-term credit bank, a Company Specialized In Securities Business, Company Specialized In Securities Introducing Brokerage Services, an insurance corporation, or a small amount and short-term insurance provider as its Subsidiary Company due to succession of business based on an absorption-type split after obtaining an authorization as prescribed in Article 52-35, paragraph (2) of The Act.
(3) The cases as provided by Cabinet Office Ordinance as prescribed in Article 52-24, paragraph (4), item (vii) of The Act shall be the cases that said Bank Holding Company holds a Bank, a long-term credit bank, a Company Specialized In Securities Business, Company Specialized In Securities Introducing Brokerage Services, an insurance corporation, or a small amount and short-term insurance provider as its Subsidiary Company due to an acceptance of business transfer after obtaining an authorization as prescribed in Article 52-35, paragraph (3) of The Act.
(Subsidiary Company, etc. of a Bank Holding Company)
Article 34-23 A company that has a special relationship as provided by Cabinet Office Ordinance as prescribed in Article 52-25, of The Act shall be the following:
(i) a Subsidiary, Etc. of said Bank Holding Company (which means a Subsidiary, Etc. as prescribed in Article 4-2, paragraph (2) of The Order; the same shall apply in Article 35, paragraph (3)); or
(ii) a Relevant Juridical Person, Etc. of said Bank Holding Company (which means a Relevant Juridical Person, Etc. as prescribed in Article 4-2, paragraph (3) of The Order).
Subsection 3 Accounting
(Business report, etc., Pertaining to a Bank Holding Company)
Article 34-24 (1) An interim business report pursuant to the provisions of Article 52-27, paragraph (1) of The Act shall be prepared pursuant to item (xi) of the appended form in regard to the condition of business and assets in the period from the starting date of the business year to September 30 of said business year in an interim summary statement of business and in interim consolidated financial statements separately, and be submitted to the Commissioner of the Financial Services Agency, Etc. within three (3) months after the close of said period (with regard to a Bank Holding Company located in a foreign state, within six (6) months after the close of said period).
(2) A business report pursuant to the provisions of Article 52-27, paragraph (1) of The Act shall be prepared pursuant to item (xii) of the appended form in a summary statement of business and in consolidated financial statements separately, and shall be submitted to the Commissioner of the Financial Services Agency, Etc. within three (3) months after the close of the business year (with regard to a Bank Holding Company located in a foreign state, within six (6) months after the close of the business year).
(3) A Bank Holding Company, in the cases where an interim business report or a business report may not be submitted within the period prescribed in the preceding two paragraphs due to compelling reasons, said Bank Holding Company may postpone said submission after obtaining an approval from the Commissioner of the Financial Services Agency in advance (in cases where the Director General of the Local Finance Bureau, who has jurisdiction over the location of the main office of said Bank Holding Company pursuant to the provisions of Article 17-3 of The Order, receives said report (in the cases where said location is within the jurisdictional district of the Fukuoka Local Finance Branch Bureau, the Director General of the Fukuoka Local Finance Branch Bureau), the Director General of the Local Finance Bureau, or the Director General of the Fukuoka Local Finance Branch Bureau).
(4) A Bank Holding Company, when intending to obtain an approval pursuant to the provisions of the preceding paragraph, shall submit a written application for approval attached with a written statement of reasons to the Commissioner of the Financial Services Agency, Etc.
(5) The Commissioner of the Financial Services Agency, Etc., when an application for approval is filed pursuant to the provisions of the preceding paragraph, shall examine whether the Bank Holding Company that filed said application has a compelling reason to postpone submission of an interim business report or business report.
(Public Notice of Balance Sheet, etc., pertaining to a Bank Holding Company)
Article 34-25 (1) An interim consolidated balance sheet, etc. that shall be prepared pursuant to the provisions of Article 52-28, paragraph (1) of The Act, (which means an interim consolidated balance sheet, etc. as specified in the same paragraph; including an electromagnetic record prepared pursuant to the provisions of same Article, paragraph (2); the same shall apply hereinafter in paragraph (4)) shall be prepared in accordance with item (xiii), 1 of the appended form and a consolidated balance sheet, etc. (which means a consolidated balance sheet, etc. as specified in paragraph (1) of same Article; including an electromagnetic record prepared pursuant to the provisions of paragraph (2) of same Article; hereinafter the same shall apply in paragraph (4)) shall be prepared in accordance with item (xiii)-2, 1 of the appended form.
(2) A Bank Holding Company, when intending to obtain an approval for postponement of public notice pursuant to the provisions of Article 52-28, proviso of paragraph (3) of The Act, shall submit a written application for approval attached with a written statement of reasons to the Commissioner of the Financial Services Agency, Etc.
(3) The Commissioner of the Financial Services Agency, Etc., when an application for approval is filed pursuant to the provisions of the preceding paragraph, shall examine whether there is a reason found to be compelling for postponement of public notice by a Bank Holding Company that filed said application pursuant to the provisions of the proviso of Article 52-28, paragraph (3) of The Act.
(4) The gist of the interim consolidated balance sheet, etc. that a Bank Holding Company shall announce pursuant to the provisions of Article 52-28, paragraph (4) of The Act, shall be specified in item (xiii), 2 of the appended form and the gist of the consolidated balance sheet, etc., shall be specified in item (xiii)-2, 2 of the appended form.
(5) Measures pursuant to the provisions of Article 52-28, paragraph (5) of The Act shall be undertaken by means of the use of an automatic public transmission server connected to the Internet among the means listed in Article 19, paragraph (7), item (i), (b).
(Public inspection, etc. of Written Explanations concerning the Condition of Business and Assets concerning a Bank Holding Company)
Article 34-26 (1) Matters provided by Cabinet Office Ordinance as prescribed in Article 52-29, the first sentence of paragraph (1) of The Act shall be the following matters (with regard to Interim Written Explanation, except the matters listed in item (i), sub-items (a), (d) and (e); item (ii), item (iv), sub-item (e)):
(i) the following matters concerning the general condition and organization of a Bank Holding Company:
(a) the organization of business management (including the system pertaining to business management of a Subsidiary Company, etc. of a Bank Holding Company (which means a Subsidiary Company, etc. as prescribed in Article 52-25 of The Act (excluding a Subsidiary Company, etc. that does not have material effects to the content of the written explanations prescribed in the first sentence of Article 52-13, paragraph (1) of The Act); hereinafter the same shall apply in this item);
(b) stated capital and total number of issued shares;
(c) the following matters concerning the largest ten (10) or more shareholders in order of the number of shares held
1. name (in the cases where shareholder is a juridical person or other organization, its name);
2. number of shares held by each shareholder; and
3. percentage of shares held by each shareholder of the total number of issued shares;
(d) name and title of directors and company auditors (with regard to a company with committees, directors and executive officers); and
(e) with regard to a company with accounting advisors, name of the accounting advisors;
(ii) the following matters concerning the general condition of the Bank Holding Company and its Subsidiary Company, etc.:
(a) content of principal business and structure of the organization of the Bank Holding Company and its Subsidiary Company, etc.;
(b) the following matters concerning a Subsidiary Company, etc., of the Bank Holding Company:
1. name;
2. the location of its principal business office or office;
3. stated capital or contribution in capital;
4. content of business;
5. date of incorporation;
6. percentage of voting rights of a Subsidiary Company, etc. held by a Bank Holding Company to the number of voting rights held by all of shareholders or all of investors; and
7. percentage of voting rights of one Subsidiary Company, etc. of a Bank Holding Company, held by another Subsidiary Company, etc. other than said Subsidiary Company, etc. to the number of voting rights held by all of shareholders or all of investors;
(iii) the following matters concerning the principal business of a Bank Holding Company and its Subsidiary Company, etc.:
(a) general condition of business in the latest interim period of the business year or business year; and
(b) the following matters listed as indices that indicate the condition of the principal business in the latest three (3) interim periods of consolidated fiscal year and two (2) consolidated fiscal years, or, in the latest five (5) consolidated fiscal years:
1. ordinary income;
2. ordinary profit or ordinary loss;
3. interim net income or interim net loss, or, current net income or current net loss;
4. amount of net assets;
5. amount of total assets; and
6. consolidated capital adequacy ratio;
(iv) the following matters concerning the condition of assets of a Bank Holding Company and its Subsidiary Company, etc. in the latest two (2) interim periods of consolidated fiscal year or two (2) consolidated fiscal years:
(a) interim consolidated balance sheet or consolidated balance sheet, interim consolidated profit and loss statement or consolidated profit and loss statement, and interim consolidated statement of changes in net assets or consolidated statement of changes in net assets;
(b) amount of loans which correspond to the following and its total amount:
1. loans corresponding to claims to debtors in bankruptcy;
2. loans corresponding to claims in arrears;
3. loans corresponding to claims in arrears for three (3) months or more;
4. loans corresponding to claims with moderate loan conditions;
(c) matters as specified separately by the Commissioner of the Financial Services Agency concerning the condition of adequacy of equity capital;
(d) in accordance with categories by the type of business in the cases where a Bank Holding Company or its Subsidiary, Etc. (which means a Subsidiary, Etc., as prescribed in Article 4-2, paragraph (2) of The Order) engages in two (2) or more different types of business, the amount calculated as the amount of ordinary income, the amount of ordinary profit or ordinary loss, and the amount of assets (hereinafter referred to as "Ordinary Income, Etc." in this item) that belong to said business category (except for cases that the percentage of each type of Ordinary Income, Etc. that accounts for the total amount is small);
(e) in cases where documents prepared pursuant to the provisions of Article 52-28, paragraph (1) of The Act (including an electromagnetic record prepared pursuant to the provisions of paragraph (2) of said Article) are audited by accounting auditors pursuant to the provisions of Article 396, paragraph (1) of the Companies Act, that effect thereof;
(f) in the cases where a Bank Holding Company obtains an audit certification of a certified public accountant or auditing firm based on Article 193-2 of the Financial Instruments and Exchange Act, for an interim consolidated balance sheet or consolidated balance sheet, interim consolidated profit and loss statement or consolidated profit and loss statement, and interim consolidated statement of changes in net assets or consolidated statement of changes in net assets, that effect; or
(g) in the cases where an external audit has been conducted concerning the calculation of consolidated capital adequacy ratio, that effect.
(v) In the cases where, at the end of the business period (in Interim Written Explanation, at the end of the interim business period), there exists an event or circumstances that cast serious doubt on the premise that said Bank Holding Company will continue its business activities in the future or any other event that may have a significant effect on the management of said Bank Holding Company (hereinafter referred to as "Material Event, etc." in this item), a statement to such effect and the details of such events, the results of analysis and examination of said Material Event, etc. as well as the specific measures to be taken to eliminate or improve said Material Event, etc.;
(2) Notwithstanding the provisions of the preceding paragraph, a Bank Holding Company located in a foreign state shall keep documents (including those written in any language other than Japanese) stating matters concerning the condition of business and assets of said Bank Holding Company located in a foreign state at a business office of a Bank that is a Subsidiary Company of said Bank Holding Company located in a foreign state (excluding an unmanned business office, and a business office located in a foreign state; the same shall apply in the following paragraph) and shall make the documents available for public inspection.
(3) In the cases where the documents specified in the preceding paragraph are stated in a language other than Japanese, a Bank Holding Company located in a foreign state, in addition to said documents stating general conditions of business concerning said Bank Holding Company located in a foreign state, interim balance sheet or balance sheet, and interim profit and loss statement or profit and loss statement, shall prepare documents stated in Japanese, keep such documents in an office of a Bank that is a Subsidiary Company of said Bank Holding Company located in a foreign state, and make such documents available for public inspection.
(4) A business office as provided by Cabinet Office Ordinance as prescribed in the first sentence of Article 52-29, paragraph (1) of The Act shall be the following office:
(i) an unmanned business office of a Bank that is a Subsidiary Company of a Bank Holding Company; or
(ii) a business office located in a foreign state of a Bank that is a Subsidiary Company of a Bank Holding Company.
Article 34-27 (1) A Bank Holding Company shall make available for public inspection the documents prepared pursuant to the provisions of Article 52-28, paragraph (1) and Article 52-29, paragraph (1) of The Act (with regard to a Bank Holding Company located in a foreign state, the documents prescribed in paragraphs (2) and (3) of the preceding Article) (including an electromagnetic record prepared pursuant to the provisions of Article 52-28, paragraph (2) and Article 52-29, paragraph (2) of The Act; hereinafter referred to as "Documents for Public Inspection" in this paragraph and the following paragraph) no later than four (4) months after the end of an interim period of business year and business year of said Bank Holding Company (with regard to a Bank Holding Company located in a foreign state, no later than six (6) months after the end of an interim period of business year and business year) and keep said documents available for public inspection until the time that the Bank Holding Company commences to make available Documents for Public Inspection concerning the interim period of business year or business year following said interim period of business year and business year.
(2) In the cases where a Bank Holding Company cannot commence to make available for public inspection the Documents for Public Inspection by the date specified in the preceding paragraph due to an compelling reason, said Bank Holding Company may postpone the commencement of said public inspection after obtaining an approval of the Commissioner of the Financial Services Agency in advance (in the case of a Bank Holding Company other than a Bank Holding Company designated by the Commissioner of the Financial Services Agency, the Director General of the Local Finance Bureau that has jurisdiction over the location of the principal office of said Bank Holding Company (in the cases where said location is within the jurisdictional district of the Fukuoka Local Finance Branch Bureau, the Director General of the Fukuoka Local Finance Branch Bureau)).
(3) A Bank Holding Company, when intending to obtain an approval pursuant to the provisions of the preceding paragraph, shall submit a written statement of reasons attached to a written application for approval to the Commissioner of the Financial Services Agency, Etc.
(4) The Commissioner of the Financial Services Agency, Etc., when an application for an approval pursuant to the provisions of the preceding paragraph is filed, shall examine whether there is a compelling reason for postponing the commencement date of public inspection pursuant to the provisions of paragraph (1) by the Bank Holding Company that submitted said application.
(5) Measures as provided by Cabinet Office Ordinance as prescribed in Article 52-29, paragraph (3) of The Act shall be conducted by means of displaying matters recorded in an electromagnetic record on paper or a screen.
Article 34-27-2 A Bank Holding Company shall endeavor to disclose by quarterly period of each business year matters of special materiality (including matters specified separately by the Commissioner of the Financial Services Agency) among those matters which shall be referenced for depositors and other customers of a Bank that is a Subsidiary Company of said Bank Holding Company as prescribed in Article 52-29, paragraph (5) of The Act to understand the condition of business and assets of said Bank Holding Company and its Subsidiary Company, etc.
(Matters to be Stated in a Business report, etc. of a Bank Holding Company)
Article 34-28 (1) A business report pursuant to the provisions of Article 52-30 of The Act shall be prepared in accordance with item (xiv) of the appended form.
(2) The annexed detailed statement as prescribed in the provisions of Article 52-30 of The Act shall be prepared in accordance with item (xv) of the appended form.
Subsection 4 Merger, Split, or Transfer or Acceptance of Business, etc.
(Written Application for Approval for Merger pertaining to a Bank Holding Company)
Article 34-29 (1) A Bank Holding Company, when intending to obtain an authorization for merger pursuant to Article 52-35, paragraph (1) of The Act, shall submit a written application for authorization attached with the following documents to the Commissioner of the Financial Services Agency:
(i) a written statement of reasons;
(ii) minutes of shareholders meetings and other documents certifying that necessary proceedings were followed;
(iii) documents stating the content of the merger agreement;
(iv) documents stating the cost of the merger;
(v) with regard to said Bank Holding Company and its Subsidiary Company, etc., the latest consolidated balance sheet, profit and loss statement, statement of changes in net assets, and other documents providing the latest condition of business, assets and profit and loss of these companies;
(vi) in the cases where there are creditors who gave a public notice or other notice (in the cases where a public notice is given by means of a daily newspaper publishing matters concerning current events or an electronic public notice in addition to by means of an official gazette pursuant to the provisions of Article 789, paragraph (3); Article 799, paragraph (3); or Article 810, paragraph (3) of the Companies Act, the public notice by these means) pursuant to the provisions of Article 789, paragraph (2); Article 799, paragraph (2); or Article 810, paragraph (2) of the Companies Act, a document certifying that the debt was paid to said creditor, reasonable security was provided to said creditor, or reasonable assets was entrusted for the purpose of payment to said creditor, or that there is no risk of loss to said creditor if said merger is implemented;
(vii) in the cases where an extinct company due to a merger or a company that consolidates its shares is a company that issues share certificates, a document certifying that public notice was given pursuant to the provisions of Article 219, the main clause of paragraph (1) of the Companies Act, or a document certifying that share certificates have not been issued pertaining to all of said shares;
(vii)-2 in the cases where an extinct company due to a merger has issued share options, a document certifying that public notice was given pursuant to the provisions of Article 293, paragraph (1) of the Companies Act, or a document certifying that share option certificates as prescribed in the same paragraph have not been issued;
(viii) a document certifying that notification was given pursuant to the provisions of Article 15, paragraph (2) of The Act on Prohibition of Private Monopolization and Maintenance of Fair Trade;
(ix) articles of incorporation, resumes of the directors and auditors (in the cases of a company with committees, directors and executive officers), a document stating the location of offices of a Bank Holding Company surviving the merger, and documents stating the prospective income and expenditures and consolidated capital adequacy ratio of the Bank Holding Company and its Subsidiary Company, etc., after the merger;
(ix)-2 in the cases where a Bank Holding Company surviving the merger or a Bank Holding Company that is incorporated by the merger is a company with accounting advisors, resumes of the accounting advisors of said Bank Holding Company (in the cases where the accounting advisor is a juridical person, a document stating the history of said accounting advisor and resumes of members who shall engage in the duties);
(x) in the cases where part of the parties of the merger is not a Bank Holding Company, articles of incorporation, the latest balance sheet, profit and loss statement, statement of changes in net assets, and other documents providing the latest condition of business, assets, and profit and loss of said party who is not said Bank Holding Company;
(xi) a document stating the system pertaining to management of a Subsidiary Company conducted by the Bank Holding Company surviving the merger;
(xii) a document stating the condition of securing employees with knowledge and experience concerning Banking Business;
(xiii) in the cases where a Bank Holding Company surviving the merger makes a company eligible as a Subsidiary Company (which means a company eligible as a Subsidiary Company as prescribed in Article 52-23, paragraph (1) of The Act; hereinafter the same shall apply in this item, paragraph (1), item (xiv) of the following Article, and Article 34-31, paragraph (1), item (x)) as a Subsidiary Company, the documents listed in Article 34-19, paragraph (1), item (iv) concerning said company eligible as a Subsidiary Company;
(xiv) in the cases where a Bank Holding Company surviving the merger or its Subsidiary Company comes to hold voting rights of a company in Japan for which the total number exceeds the voting right holding threshold due to said merger, a document stating the name and content of business of said company in Japan; and
(xv) other documents stating matters to be referenced for an examination as prescribed in Article 52-18, paragraph (1) of The Act, as applied mutatis mutandis pursuant to Article 52-35, paragraph (4) of The Act.
(2) The provisions of Article 34-10, paragraph (3) shall apply mutatis mutandis to an examination as prescribed in Article 52-18, paragraph (1) of The Act, as applied mutatis mutandis pursuant to Article 52-35, paragraph (4) of The Act pertaining to an application for authorization pursuant to the provisions of the preceding paragraph.
(3) The provisions of Article 2, paragraph (11) of The Act shall apply mutatis mutandis to voting rights as prescribed in paragraph (1), item (xiv).
(Written Application for Approval of a Company Split pertaining to a Bank Holding Company)
Article 34-30 (1) A Bank Holding Company, when intending to obtain an approval for a company spilt as prescribed in the provisions of Article 52-35, paragraph (2) of The Act, shall submit a written application for authorization attached with the following documents to the Commissioner of the Financial Services Agency:
(i) a written statement of reasons;
(ii) minutes of shareholders meetings and other documents certifying that necessary proceedings were followed;
(iii) a document stating the content of the incorporation-type company split plan or absorption-type split agreement;
(iv) a document stating the cost of the company split;
(v) the latest consolidated balance sheet, profit and loss statement, statement of changes in net assets of said Bank Holding Company and its Subsidiary Company, etc., and other documents providing the latest condition of business, assets, and profit and loss of these companies;
(vi) in the cases where there are creditors who gave public notice or other notice (in the cases where a public notice is made by means of daily newspaper publishing matters concerning current events or an electronic public notice, in addition to by means of an official gazette pursuant to the provisions of Article 789, paragraph (3); Article 799, paragraph (3); or Article 810, paragraph (3) the Companies Act, the public notice by these means (in the cases where a separate notice is not required pursuant to the provisions of Article 789, paragraph (3) or Article 810, paragraph (3) of the same Act, said public notice and other notice)) pursuant to the provisions of Article 789, paragraph (2); Article 799, paragraph (2); or Article 810, paragraph (2) of the Companies Act, a document certifying that the debt was paid to said creditor, reasonable security was provided to said creditor, or reasonable assets were entrusted for the purpose of payment to said creditor, or there is no risk of loss to said creditor if said company split is implemented;
(vii) in the cases where a share certificate-issuing company consolidates shares, a document certifying that public notice was given pursuant to the provision of Article 219, the main clause of paragraph (1) of the Companies Act, or a document certifying that share certificates have not been issued with regard to all of said shares;
(vii)-2 in the cases where a company to be spilt has issued share options and the cases as prescribed in Article 758, item (v) or Article 763, item (x) of the Companies Act, a document certifying that public notice was given pursuant to the provision of Article 293, paragraph (1) of said Act and a document certifying that share options as prescribed in said paragraph have not been issued;
(viii) in the cases where a notification is required pursuant to the provisions of Article 15-2, paragraph (2) or (3) of The Act on Prohibition of Private Monopolization and Maintenance of Fair Trade, a document certifying that said notification was submitted;
(ix) articles of incorporation, resumes of directors and auditors (in the cases of a company with committees, directors and executive officers), and a document stating the location of offices of the Bank Holding Company after said company split, and a document stating the prospective income and expenditures and consolidated capital adequacy ratio of the Bank Holding Company and its Subsidiary Company, etc.;
(ix)-2 in the cases where a Bank Holding Company after said company split is a company with accounting advisors, resumes of the accounting advisors of said Bank Holding Company (in the cases where an accounting advisor is a juridical person, a document stating the history of said accounting advisor and resumes of members who shall engage in the duties;
(x) in the cases where part of the parties of a company split is not a Bank Holding Company, the prior articles of incorporation, the latest balance sheet, profit and loss statement, statement of changes in net assets and other documents providing the latest condition of business, assets, and profit and loss of said parties which is not a Bank Holding Company;
(xi) a document stating the system pertaining to business management of a Subsidiary Company conducted by said Bank Holding Company;
(xii) a document stating the condition of securing employees with knowledge and experience concerning Banking Business;
(xiii) in the cases where a Subsidiary Company of said Bank Holding Company is no longer be a Subsidiary Company after said company split, a document stating the name of said Subsidiary Company;
(xiv) in the cases when making a company eligible as a Subsidiary Company as a Subsidiary Company due to said company split, the documents listed in Article 34-19, paragraph (1), item (iv) concerning said company eligible as a Subsidiary Company;
(xv) in the cases where a Bank Holding Company or its Subsidiary Company come to hold voting rights of a company in Japan for which the total number exceeds the voting right holding threshold due to said company split, a document stating the name and content of business of said company in Japan; and
(xvi) other documents stating matters to be referenced for an examination as prescribed in Article 52-18, paragraph (1) of The Act, as applied mutatis mutandis pursuant to Article 52-35, paragraph (4) of The Act.
(2) The provisions of Article 34-10, paragraph (3) shall apply mutatis mutandis to an examination as prescribed in Article 52-18, paragraph (1) of The Act, as applied mutatis mutandis pursuant to Article 52-35, paragraph (4) pertaining to an application of an approval pursuant to the provisions of the preceding paragraph.
(3) The provisions of Article 2, paragraph (11) of The Act shall apply mutatis mutandis to voting rights as prescribed in paragraph (1), item (xv).
(Amount of Assets, etc.)
Article 34-30-2 (1) The amount as provided by Cabinet Office Ordinance as the amount of debts as prescribed in Article 16-2-4, paragraph (1), item (ii), (a) of The Order shall be the amount obtained by deducting the amount listed below in item (ii) from the amount listed in item (i):
(i) the amount obtained by deducting the amounts which shall be stated in the accounting books pertaining to Shares, Etc., as prescribed in Article 795, paragraph (2), item (ii) of the Companies Act (limited to company bonds (excluding a company bond that was held by said Bank Holding Company immediately before the absorption-type split)) from the amount, in the cases where the balance sheet of said Bank Holding Company is deemed to be prepared immediately after the absorption-type split, which should be included as the liabilities of said balance sheet;
(ii) the amount, in the cases where a balance sheet of said Bank Holding Company is deemed to be prepared immediately before the absorption-type split, which should be included as the liabilities of said balance sheet.
(2) The amount as provided by Cabinet Office Ordinance as the amount of assets as prescribed in Article 16-2-4, paragraph (1), item (ii), (a) of The Order shall be the amount obtained by deducting the amount listed in item (ii) from the amount listed in item (i):
(i) the amount, in the cases where a balance sheet of said Bank Holding Company is deemed to be prepared immediately after an absorption-type split, which shall be included as the assets of said balance sheet;
(ii) the amount obtained by deducting the book value of money, etc. as prescribed in Article 795, paragraph (2), item (ii) of the Companies Act (including company bonds held by said Bank Holding Company immediately before the absorption-type split among Shares, Etc. as prescribed in the same item) from the amount, in the cases where a balance sheet of said Bank Holding Company is deemed to be prepared immediately before the absorption-type split, which should be included as the assets of said balance sheet.
(3) Notwithstanding the provisions of the preceding paragraph, in the cases where said Bank Holding Company is a company for which dividends to be distributed shall be calculated based on the consolidated financial statements of the company in accordance with Japanese laws and regulations, when a splitting company in an absorption-type split (which means a splitting company in an absorption-type split as prescribed in Article 758, item (i) of the Companies Act) is a Subsidiary Company of said Bank Holding Company, the amount as provided by Cabinet Office Ordinance as the amount of assets as prescribed in Article 16-2-4, paragraph (1), item (ii), (a) of The Order shall be the larger of the following:
(i) the amount obtained by deducting the amount listed in paragraph (1), item (ii) from the amount listed in item (i) of the same paragraph;
(ii) the amount obtained by deducting the amount listed in item (ii) of the preceding paragraph from the amount listed in item (i) of the preceding paragraph.
(Written Application for Authorization for Business Transfer, etc., pertaining to a Bank Holding Company)
Article 34-31 (1) A Bank Holding Company, when intending to obtain an authorization for transfer or acceptance of transfer of business pursuant to the provisions of Article 52-35, paragraph (3) of The Act (hereinafter referred to as "Business Transfer, Etc.." in this Article), shall submit a written application for authorization attached with the following documents to the Commissioner of the Financial Services Agency, Etc.:
(i) a written statement of reasons;
(ii) minutes of shareholders meetings and other documents certifying that necessary proceedings were followed;
(iii) documents stating the content of the contract of the Business Transfer, Etc..;
(iv) with regard to said Bank Holding Company and its Subsidiary Company, etc., the latest consolidated balance sheet, profit and loss statement, statement of changes in net assets, and other documents providing the latest condition of business, assets, and profit and loss of said companies;
(v) in the cases where it requires notification pursuant to the provisions of Article 16, paragraph (2) of The Act on Prohibition of Private Monopolization and Maintenance of Fair Trade, a document certifying that said notification was submitted;
(vi) documents stating the prospective income and expenditures, and consolidated capital adequacy ratio of the Bank Holding Company and its Subsidiary Company, etc., after said Business Transfer, Etc..;
(vii) a document stating the system pertaining to business management of a Subsidiary Company conducted by said Bank Holding Company;
(viii) a document stating the condition of securing employees with knowledge and experience concerning Banking Business;
(ix) in the cases where a Subsidiary Company of said Bank Holding Company is no longer be a Subsidiary Company due to said business transfer, documents stating the name of said Subsidiary Company;
(x) in the cases when making a company eligible as a Subsidiary Company as a Subsidiary Company due to acceptance of said business transfer, the documents listed in Article 34-19, paragraph (1), item (iv) concerning said company eligible as a Subsidiary Company;
(xi) in the cases where the Bank Holding Company or its Subsidiary Company will come to hold voting rights of a company in Japan for which the total number exceeds the voting right holding threshold due to acceptance of said business transfer, documents stating the name and content of business of said company in Japan; and
(xii) other documents stating matters to be referenced for an examination as prescribed in Article 52-18, paragraph (1) of The Act, as applied mutatis mutandis pursuant to Article 52-35, paragraph (4) of The Act.
(2) The provisions of Article 34-10, paragraph (3) shall apply mutatis mutandis to the examination as prescribed in Article 52-18, paragraph (1) of The Act, as applied mutatis mutandis pursuant to Article 52-35, paragraph (4) pertaining to an application for an approval pursuant to the provisions of the preceding paragraph.
(3) The provisions of Article 2, paragraph (11) of The Act shall apply mutatis mutandis to voting rights as prescribed in paragraph (1), item (xi).
Chapter VIII-2 Bank Agency Service
Section 1 General Rules
(Matters to be Stated in a Written Application for Permission of Bank Agency Service)
Article 34-32 (1) The matters as provided by Cabinet Office Ordinance as prescribed in Article 52-37, paragraph (1), item (vi) of The Act shall be the following:
(i) in the cases where a Bank Agent is an individual, the following matters:
(a) in the cases where said individual engages in ordinary business of another juridical person, the trade name or name, the location of its principal business office or office, and the types of business of said another juridical person;
(b) the trade name or name, the location of its principal business office or office, name of the representative person, and the types of business of the following juridical person, etc. (which means a company, partnership or other equivalent business entity (including a business entity in a foreign state equivalent to the above and excluding a business entity that has no business office, office or other facilities equivalent thereto in Japan), hereinafter the same shall be apply in this Article) pertaining to said individual:
1. a business entity, etc., of which said individual holds voting rights exceeding 50% of the Voting rights Held By All Of The Shareholders, Etc.;
2. a Subsidiary, etc. (excluding a foreign juridical person or other organization that has no business office, office or other facilities equivalent thereto in Japan; the same shall apply in the following item (b)) of a juridical person, etc. as listed in 1.;
(ii) in the cases where a Bank Agent is a juridical person, the following matters:
(a) in the cases where an officer of said juridical person engages in ordinary business or carries out business of another juridical person, the name of said officer, trade name, the location of its principal business office or office and types of business of said juridical person;
(b) the trade name or name, the location of its principal business office or office, name of the representative person or juridical person, and types of business of the following juridical person, etc. pertaining to said juridical person:
1. a Subsidiary, Etc. of said juridical person, etc.;
2. the parent juridical person, etc. of said juridical person, etc. (which means a parent juridical person, etc. as prescribed in Article 4-2, paragraph (2) of The Order and excludes a foreign juridical person or other organization that has no business office, office or other facilities equivalent thereto in Japan)
3. other Subsidiary, Etc. of the parent juridical person, etc. of said juridical person, etc. (other than entity as prescribed in 1.);
(iii) in the cases where a Bank Agent receives re-entrustment from an entrusting Bank Agent (which means an entrusting Bank Agent as prescribed in Article 52-28, paragraph (2) of The Act, the same shall apply hereinafter), the trade name or business name and the location of its principal business office or office of said entrusting Bank Agent;
(iv) in the cases when providing sub-entrustment of Bank Agency Service, the trade name or name and the location of its principal business office or office of an entrusted Bank Agent which receives said sub-entrustment (which means a entrusted Bank Agent as prescribed in Article 52-58, paragraph (2) of The Act; the same shall apply hereinafter).
(2) Notwithstanding the provisions of the preceding paragraph, the matters as provided by Cabinet Office Ordinance as prescribed in Article 52-37, paragraph (1), item (vi) of The Act, for which a Bank, etc. shall give notice pursuant to the provisions of Article 52-61, paragraph (3), etc. of The Act as prescribed in paragraph (1) of the same Article, shall be the matters as listed in items (iii) and (iv) of the preceding paragraph.
(3) The provisions of Article 1-6, paragraph (3) shall be applied mutatis mutandis to the voting rights held, in the case of the paragraph (1), item (i), sub-item (b)1., by the applicant prescribed in Article 52-37, paragraph (1) of the Act.
(Content and Method of Services of Bank Agency Service)
Article 34-33 (1) Matters as provided by Cabinet Office Ordinance as prescribed in Article 52-37, paragraph (2), item (ii) of The Act shall be the following:
(i) the type of contract as prescribed in each item of Article 2, paragraph (14) of The Act that a Bank Agent handles (including type of deposit, type of borrower, and use of funds borrowed);
(ii) whether conducting agency services or intermediary pertaining to each type of contract as prescribed in each item of Article 2, paragraph (14) of The Act that a Bank Agent handles (in the cases where both agency services and intermediary are conducted, that effect);
(iii) the system of carrying out Bank Agency Service.
(2) The system of carrying out Bank Agency Service as prescribed in item (iii) of the preceding paragraph, shall include, in addition to a system to prevent actions as prescribed in each item of Article 52-45 of The Act and other actions which may harm proper and sure operations of Bank Agency Service, a system as listed in each of the following item corresponding to the following categories of case:
(i) in the cases where a Bank Agent is authorized to receive delivery of cash or other assets from a customer concerning acts of Bank Agent (which means acts of Bank Agent as prescribed in Article 52-43 of The Act; the same shall apply hereinafter), a system in order to separate and manage said assets from its own assets;
(ii) in the cases where a Bank Agent operates Bank Agency Service by using a computer connected with electronic telecommunications lines: a system to prevent a customer from misidentifying said Bank Agent for another party;
(iii) in the cases where subsidiary business (which means a business other than Bank Agency Service and business incidental to Bank Agency Service; the same shall apply hereinafter) is carried out: a system to handle properly information of customers that is acquired concerning acts of Bank Agent.
(A Written Application for Permission and Other Documents Attached Thereto)
Article 34-34 The documents as provided by Cabinet Office Ordinance as prescribed in Article 52-37, paragraph (2), item (iii) of The Act shall be the following documents:
(i) in the cases where a Bank Agent is an individual, a resume and extract of certification of residence (in the cases where said individual is a foreign national and resides in Japan, a copy of the certificate of alien registration, a copy of the registration card of or certificate of registered matters; the same shall apply hereinafter) or alternative documents thereto, and documents pledging not to be or to become subject to the provisions of Article 34-37, item (iv);
(ii) in the cases where a Bank Agent is a juridical person, a resume (in the cases where an officer is a juridical person, including documents stating its history) of each officer (in the cases where an officer is a juridical person, including the person who shall engage in the duties; hereinafter the same shall apply in this item, Article 34-37 and Article 34-48, paragraph (1)) and extracts of certification of residence of officers (in the cases where an officer is a juridical person, including a certificate of registered matters of said officer) (limited to officers working in a business office or other office in Japan) or alternative documents thereto, documents pledging not to be or to become subject to the provisions of Article 34-37, item (v), and a document in which an officer pledges not to be or to become subject to the provisions of Article 34-37, any item from (iv), (a) to (h);
(iii) in the cases when carrying out Bank Agency Service by receiving an entrustment of Entrusting Bank, the draft of the entrustment agreement of the business concerning Bank Agency Service with said Entrusting Bank;
(iv) in the cases when carrying out Bank Agency Service by receiving sub-entrustment of a Entrusting bank agent, the draft of the entrustment agreement of the business concerning Bank Agency Service with said entrusting Bank Agent, and a document in which said Entrusting Bank pledges that said entrusting Bank Agent obtained an authorization of said Entrusting Bank;
(v) documents stating the condition of securing persons with abilities concerning Bank Agency Service and the condition of placement of said persons (including documents certifying that said persons are with abilities concerning Bank Agency Service);
(vi) in the cases where a Bank Agent is an individual, a record concerning assets prepared pursuant to item (xvi) of the appended form pertaining to the business year preceding the business year that includes the date of application for permission (the business year of an individual shall be from January first to December thirty-first of the same year; the shame shall apply hereinafter)
(vii) in the cases where a Bank Agent is a juridical person, the balance sheet pertaining to the business year preceding the business year that includes the date of application for permission or alternative documents thereto; provided, however, that in the cases where a Bank Agent is a juridical person that was incorporated in the business year that includes the date of application for permission, the balance sheet prepared at the time of incorporation of said juridical person or alternative documents thereto;
(viii) in the cases where a Bank Agent is a company with accounting auditors, documents stating the contents of an accounting audit report as prescribed in Article 396, paragraph (1) of the Companies Act pertaining to the business year preceding the business year that includes the date of application for permission;
(ix) documents stating the prospective condition of income and expenditures, and assets, in the three (3) business years after the commencement of Bank Agency Service;
(x) in the cases where an Entrusting Bank (in the cases when receiving a sub-entrustment of an entrusting Bank Agent, including said Entrusting bank agent) collects a guarantee by a guarantor, documents certifying said guarantee and documents concerning said guarantor as prescribed in items (vi) and (vii);
(xi) documents stating the summary of the organization that conducts operations concerning internal control, the system of management for compliance, and documents stating the organizational chart concerning the Bank Agency Service;;
(xii) in the cases where a Bank Agent engages in another business, documents stating the content and means of subsidiary business;
(xiii) the internal rules, etc. concerning management of the Bank Agency Service;
(xiv) a pictorial drawing of the surrounding area of the business office or offices where Bank Agency Service is carried out and its layout (including the condition of setting security cameras and condition of security, etc.) and documents stating the name of said business office and the business office of an Entrusting Bank, that directs business management of the Bank Agency Service which is carried out at said business office;
(xv) in the cases where business concerning Bank Agency Service is not stipulated in the purpose of business of the articles of incorporation (including documents equivalent thereto), the minutes of a shareholders meeting concerning the addition of said business to said purpose of business (including documents certifying that necessary proceedings were followed by an organization equivalent thereto);
(xvi) documents stating matters which to be referenced for an examination as prescribed in Article 52-38, paragraph (1), in addition to the provisions listed in each of the preceding items.
(Matters to be Stated in a Draft of an Entrustment Agreement)
Article 34-35 (1) Matters to be stated in a draft of an entrustment agreement as prescribed in the preceding three paragraphs shall be the following:
(i) matters concerning the establishment, abolishment or relocation of a business office or office where Bank Agency Service is carried out;
(ii) matters concerning the content of Bank Agency Service (including distinction of agency services or intermediary; the same shall apply hereinafter);
(iii) matters concerning business days and business hours of the Bank Agency Service;
(iv) provisions prohibiting the following acts of Bank Agent:
(a) the acts of divulging trade secrets of or Entrusting Bank matters concerning reputation of customers to a person other than Entrusting Bank or said customer, or making use thereof for a person other than Entrusting Bank or said customer;
(b) the acts as listed in each item of Article 52-45 of The Act;
(v) handling standards of cash and securities, etc., and matters concerning the responsibilities of the Bank Agent pertaining thereto;
(vi) matters concerning sub-entrustment of Bank Agency Service;
(vii) matters concerning supervision, audit, and collection for a report by the Entrusting Bank;
(viii) matters concerning terms, renewal, and cancellation of agreements;
(ix) matters concerning the display at the storefront regarding content of the Bank Agency Service and business days and business hours of the Bank Agency Service;
(x) other matters found to be necessary.
(2) The provisions of the preceding paragraph shall apply mutatis mutandis to the matters which shall be stated in the draft of an entrustment agreement of business pertaining to Bank Agency Service between an entrusting Bank Agent and entrusted Bank Agent as prescribed in item (iv) of the preceding Article. In this case, the term "Bank Agent" in item (iv) and (v) of the same paragraph shall be deemed to be replaced with "entrusted Bank Agent"; the term "sub-entrustment" in item (vi) of the same paragraph shall be deemed to be replaced with "prohibition of sub-entrustment", and the term "an Entrusting Bank" in item (vii) of the same paragraph shall be deemed to be replaced with "an Entrusting Bank and an entrusted Bank Agent."
(Financial Basis)
Article 34-36 (1) The standards as provided by Cabinet Office Ordinance as prescribed in Article 52-38, paragraph (1), item (i) of The Act shall be that the amount calculated by deducting the total amount of liabilities from the total amount of assets recorded on the record concerning the assets as prescribed in Article 34-34, item (vi), the balance sheet as prescribed in item (vii) of the same Article, or equivalent documents thereto (which is referred to as "Amount of Net Assets" in the following paragraph) shall be equal to or greater than the amount as listed in each of the following items, in accordance with the category as listed in each said item:
(i) an individual: three million (3,000,000) yen;
(ii) a juridical person: five million (5,000,000) yen.
(2) The following persons shall be deemed to possess the financial basis as prescribed in Article 52-38, paragraph (1), item (i) of The Act:
(i) a person who is an individual (limited to an individual whose Amount of Net Assets is not below zero), whose Entrusting Bank (in the cases where said individual carries out Bank Agency Service by receiving sub-entrustment of an entrusting Bank Agent, including said entrusting Bank Agent) collects a guarantee by a guarantor (limited to a person whose Amount of Net Assets is equal to or greater than the amount as prescribed in each item of the preceding paragraph) concerning damages pertaining to Bank Agency Service, and other person who is found to possess a financial basis which is equal to or greater than the standards as prescribed in the preceding item;
(ii) a local government.
(Examination for Permission of Bank Agency Service)
Article 34-37 The Commissioner of the Financial Services Agency, Etc., in the cases where an application for permission as prescribed in Article 52-36, paragraph (1) of The Act, is filed, when examining as prescribed in Article 52-38, paragraph (1) of The Act, shall consider the following matters:
(i) the applicant shall be an individual or a juridical person (excluding a foreign juridical person that does not have any office in Japan);
(ii) the applicant shall correspond to the provisions of paragraph (1) or (2) of the preceding Article, and is expected to correspond to provisions of paragraph (1) or (2) of the same Article throughout for three (3) business years after the commencement of Bank Agency Service;
(iii) in light of its condition of securing persons with abilities concerning Bank Agency Service and its systems, etc. concerning business management of Bank Agency Service, the applicant is found to possess sufficient abilities for performance of the business, such as corresponding to the following requirements:
(a) in the cases where the applicant is an individual (excluding a person who engages in Bank Agency Service in two (2) or more offices), the applicant has sufficient knowledge concerning Bank Agency Service that said applicant carries out; provided, however, that in the cases when engaging in the special acts of Bank Agent (which means an agency services or an intermediary of the conclusion a contract of which the content is the acceptance of current deposit, or acts as listed in Article 2, paragraph (14), item (ii) of The Act (excluding acts pertaining to a loan agreement that an Entrusting Bank concludes with security of deposit, etc. or national government bonds, and acts pertaining to a regular loan agreement pertaining to funds for the use of other than business, which acts are not participating in the examination pertaining to conclusion of said agreement); the same shall apply in (b)), the applicant shall satisfy the following requirements in accordance with the following categories of content of special acts of Bank Agent:
1. in the cases where the applicant is not participating in the examination pertaining to conclusion of the contract or standardized loan products pertaining to funds for the use of business (which means loan products of which possibility and conditions of the loan shall be determined only by mechanical processing of financial data concerning the fund consumers; the same shall apply in (b), and in item (vi), (c) and (d)): the special acts of Bank Agent shall have engaged in the loaning of funds for one (1) year or more, or is found to possess abilities equal or better thereto (excluding cases where an applicant does not carry out subsidiary business);
2. in the cases where the applicant does not perform acts as listed in Article 2, paragraph (14), item (ii) of The Act: the special acts of Bank Agent shall have engaged in the services of current deposit or loaning of funds for three (3) or more years in total or shall be found to possess abilities equal or better thereto;
3. in the cases other than 1. or 2.: the applicant shall be a person who has engaged in services of loaning of funds for three (3) or more years, or shall be found to possess abilities equal or better thereto;
(b) in the cases where the applicant is a juridical person (including an individual who engages in Bank Agency Service at two (2) or more offices), the applicant shall assign a responsible person (limited to a person who has sufficient knowledge concerning said Bank Agency Service) for operations in order to secure compliance with laws and regulations, etc. pertaining to Bank Agency Service that said juridical person engages in to each business office or office where said operation is performed, and shall assign a supervising manager (limited to a person who has sufficient knowledge concerning said Bank Agency Service) for directing said responsible person and for supervising of securing compliance with laws and regulations, etc. to a department controlling said operation of principal business office or office (excluding a juridical person which does not engage in Bank Agency Service in a business office or office other than the principal business office or office) respectively; provided, however, that in the cases when performing special acts of Bank Agent, at least one (1) person of each said persons shall satisfy the following requirements in accordance with the following categories of content of special acts of Bank Agent:
1. in the cases where the applicant is not participating in the examination pertaining to conclusion of the contract pertaining to standardized loan products pertaining to funds for the use of business: the applicant shall be a person who has engaged in loaning of funds for one (1) or more years, or is found to possess abilities equal or better thereto (excluding the cases where an applicant does not engage in subsidiary business and the cases where an applicant is an insurance corporation or a person as provided by the Commissioner of the Financial Services Agency);
2. in the cases where the applicant does not perform acts as prescribed in Article 2, paragraph (14), item (ii) of The Act: the applicant shall be a person who has engaged in services of current deposit or loaning of funds for three (3) or more years, or is found to possess abilities equal or better thereto;
3. in the cases other than 1. or 2.: the applicant shall be a person who has engaged in services of loaning of funds for three (3) or more years, or shall be found to possess abilities equal or better thereto;
(c) in the cases where the applicant performs acts as prescribed in Article 2, paragraph (14), items (i) and (iii) of The Act, the necessary systems of business operations shall be developed in accordance with the category of Bank Agency Service, such as processing services by means of on-line processing or other appropriate methods;
(d) the management compliance with laws and regulations, etc. shall be found to be assured, such as that the applicant determines internal rules, etc. concerning Bank Agency Service and views business management based on said rules;
(e) it shall not be found that the personnel structure, capital structure, or organization, etc., of the applicant is not likely to hinder carrying out of Bank Agency Service properly, fairly, and effectively;
(iv) in the cases where the applicant is an individual, the applicant shall not correspond to any of the following:
(a) an adult ward, a person under curatorship, or a person who shall be dealt with in the same manner as the above under the foreign laws and regulations;
(b) a bankrupt who has not obtained the restoration of rights, or a person who shall be dealt with in the same manner as the above under the foreign laws and regulations;
(c) a person who has been sentenced to imprisonment without work or severer punishment (including equivalent punishment thereto under foreign laws and regulations) and five (5) years have not elapsed since the date when the sentence was completed or the effectuation of the sentence is ceased;
(d) in cases where corresponds to any of the following, a person who was a director, executive officer, accounting advisor, auditor, administration officer, inspector, or any equivalent person thereto, or a representative person in Japan (which means a representative person in Japan as prescribed in Article 47, paragraph (2) of The Act; the same shall apply in 1.) within thirty (30) days before the date of a rescission (in the cases of a refusal of renewal, the date when said refusal of renewal is disposed; the same shall apply in (f) and in the following item, (a)) and five (5) years have not elapsed since the date of said rescission:
1. in the cases where a license as prescribed in Article 4, paragraph (1) of The Act is rescinded pursuant to the provisions of Article 27 or Article 28 of The Act; the cases where an authorization as prescribed in Article 52-9, paragraph (1) or the proviso of paragraph (2) of the same Article, is rescinded pursuant to the provisions of Article 52-15, paragraph (1) of The Act; the cases where an authorization as prescribed in Article 52-17, paragraph (1) or the proviso of paragraph (3) of the same Article, is rescinded pursuant to the provisions of Article 52-34, paragraph (1) of The Act; or the cases where a permission as prescribed in Article 52-36, paragraph (1) of The Act is rescinded pursuant to the provisions of Article 52-56, paragraph (1) of The Act;
2. in the cases where a license as prescribed in Article 4, paragraph (1) of the Long-Term Credit Bank Act is rescinded pursuant to the provisions of Article 27 or Article 28 of The Act, as applied mutatis mutandis pursuant to Article 17 of the Long-Term Credit Bank Act; the cases where an approval as prescribed in Article 16-2-2, paragraph (1) or the proviso of paragraph (2) of the same Article of the Long-Term Credit Bank Act is rescinded pursuant to the provision of Article 52-15, paragraph (1) of The Act, as applied mutatis mutandis pursuant to Article 17 of the Long-Term Credit Bank Act; the cases where an approval as prescribed in Article 16-2-4, paragraph (1) or the proviso of paragraph (3) of the same Article of the Long-Term Credit Bank Act is rescinded pursuant to the provisions of Article 52-34, paragraph (1) of The Act, as applied mutatis mutandis pursuant to Article 17 of s the Long-Term Credit Bank Act; or the cases where a permission as prescribed in Article 16-5, paragraph (1) of the Long-Term Credit Bank Act is rescinded pursuant to the provisions of Article 52-56, paragraph (1) of The Act, as applied mutatis mutandis pursuant to Article 17 of the Long-Term Credit Bank Act;
3. in the cases where a license as prescribed in Article 4 of the Shinkin Bank Act is rescinded pursuant to the provisions of Article 27 or Article 28 of The Act, as applied mutatis mutandis pursuant to Article 89, paragraph (1) of the Shinkin Bank Act, or the cases where a permission as prescribed in Article 85-2, paragraph (1) of the Shinkin Bank Act is rescinded pursuant to the provisions of Article 52-56, paragraph (1) of The Act, as applied mutatis mutandis pursuant to Article 89, paragraph (5) of the Shinkin Bank Act;
4. in the cases where a license as prescribed in Article 6 of the Labor Bank Act is rescinded pursuant to the provisions of Article 95 of the Labor Bank Act, or the cases where a permission as prescribed in Article 89-3, paragraph (1) of the Labor Bank Act is rescinded pursuant to the provisions of Article 52-56, paragraph (1) of The Act, as applied mutatis mutandis pursuant to Article 94, paragraph (3) of the Labor Bank Act;
5. in the cases where the dissolution is ordered pursuant to the provisions of Article 27 or Article 28 of The Act, as applied mutatis mutandis pursuant to Article 106, paragraph (2) of the Small and Medium-sized Enterprise Cooperative Association Act or Article 6, paragraph (1) of the Act on Financial Business by a Cooperative, or the cases where a permission as prescribed in Article 6-3, paragraph (1) of the Act on Financial Business by a Cooperative is rescinded pursuant to the provisions of Article 52-56, paragraph (1) of The Act, as applied mutatis mutandis pursuant to Article 6-5, paragraph (1) of the Act on Financial Business by a Cooperative;
6. in the cases where a permission as prescribed by Article 92-2, paragraph (1) of the Agricultural Co-operative Act is rescinded under the provisions of Article 52-56, paragraph (1) of The Act, as applied mutatis mutandis pursuant to Article 92-4, paragraph (1) of the Agricultural Co-operative Act, or the cases where an agricultural cooperative or a federation of agricultural cooperatives is ordered dissolution pursuant to the provisions of Article 95-2 of the Agricultural Co-operative Act;
7. in the cases where a permission as prescribed in Article 121-2, paragraph (1) of the Fishery Cooperative Act is rescinded pursuant to the provisions of Article 52-56, paragraph (1) of The Act, as applied mutatis mutandis pursuant to Article 121-4, paragraph (1) of the Fishery Cooperative Act, or the cases where a fisheries cooperative or a federation of fishery processing cooperatives is ordered dissolution pursuant to the provisions of Article 124-2 of Fishery Cooperative Act;
8. in the cases where a permission as prescribed in Article 95-2, paragraph (1) of the Norinchukin Bank Act is rescinded pursuant to the provisions of Article 52-56, paragraph (1) of The Act, as applied mutatis mutandis pursuant to Article 95-4, paragraph (1) of the Norinchukin Bank Act, or the cases where dissolution is ordered pursuant to the provision of Article 86 of the Norinchukin Bank Act;
9. in the cases where a renewal of registration as prescribed in Article 3, paragraph (1) of the Act on Controls, etc. of Money Lending (Act No. 32 of 1983), or the cases where a registration as prescribed in Article 3, paragraph (1) of the same Act is rescinded pursuant to the provisions of Article 37, paragraph (1) of the same Act;
10. in the cases where a license, permission, authorization, or registration that is equivalent to a license, permission, authorization or registration (including other administrative disposition equivalent to said license, permission, authorization, or registration; hereinafter the same shall apply in this item) as prescribed in the preceding items (i) to (ix) that are provided in a foreign state pursuant to the provisions of laws of regulations of said foreign state which are equivalent to The Act, the Long-Term Credit Bank Act, the Shinkin Bank Act the Labor Bank Act, the Small and Medium-sized Enterprise Cooperative Association Act, the Act on Financial Business by a Cooperative, the Agricultural Co-operative Act, the Fishery Cooperative Act, the Norinchukin Bank Act, or the Act on Controls, etc. of Money Lending is rescinded, or a renewal of said license, permission, authorization or registration is refused;
(e) in the cases where an approval as prescribed in Article 52-9, paragraph (1) or the proviso of paragraph (2) of the same Article of The Act is rescinded pursuant to the provisions of Article 52-15, paragraph (1) of The Act; the cases where permission as prescribed in Article 52-36, paragraph (1) of The Act; permission as prescribed in Article 16-5, paragraph (1) of the Long-Term Credit Bank Act; permission as prescribed in Article 85-2, paragraph (1) of the Shinkin Bank Act; permission as prescribed in Article 89-3, paragraph (1) of the Labor Bank Act; permission as prescribed in Article 6-3, paragraph (1) of the Act on Financial Business by a Cooperative; permission as prescribed in Article 92-2, paragraph (1) of the Agricultural Co-operative Act; permission as prescribed in Article 121-2, paragraph (1) of the Fishery Cooperative Act; or permission as prescribed in Article 95-2, paragraph (1) of the Norinchukin Bank Act is rescinded pursuant to the provisions of Article 52-56, paragraph (1) of The Act (including cases as applied mutatis mutandis pursuant to Article 17 of the Long-Term Credit Bank Act; Article 89, paragraph (5) of the Shinkin Bank Act; Article 94, paragraph (3) of the Labor Bank Act; Article 6-5, paragraph (1) of Act on Financial Business by a Cooperative; Article 92-4, paragraph (1) of the Agricultural Co-operative Act; Article 121-4, paragraph (1) of the Fishery Cooperative Act; or Article 95-4, paragraph (1) of the Norinchukin Bank Act); the cases where an authorization as prescribed in Article 16-2-2, paragraph (1) or proviso of paragraph (2) of the same Article of the Long-Term Credit Bank Act is rescinded pursuant to the provision of Article 52-15, paragraph (1) of The Act, as applied mutatis mutandis pursuant to Article 17 of the Long-Term Credit Bank Act; or the cases where renewal of registration as prescribed in Article 3, paragraph (1) the Act on Controls, etc. of Money Lending is refused pursuant to the provisions of Article 6, paragraph (1) of the same Act or is rescinded pursuant to the provision of Article 37, paragraph (1) of the same Act; a person for whom five (5) years have not elapsed since the date of said rescission;
(f) in the cases where an authorization, permission or registration which pertains to a type equivalent to those prescribed in Article 52-9, paragraph (1) or the proviso of paragraph (2) of the same Article, or Article 52-36, paragraph (1) of The Act, or Article 3, paragraph (1) of the Act on Controls, etc. of Money Lending and which are obtained in a foreign state pursuant to the provisions of laws and regulations of said foreign state equivalent to The Act is rescinded or renewal of said approval, permission or registration is refused, a person for whom five (5) years have not elapsed since the date of said rescission;
(g) a person who corresponds to any of the following and for whom five (5) years have not elapsed since the date of the disposition:
1. a director, executive officer, accounting advisor, auditor or representative person in Japan, who was ordered to dismiss pursuant to the provisions of Article 27 of The Act or Article 52-34, paragraph (1) of The Act, or an officer who was ordered to dismiss pursuant to the provisions of Article 52-56, paragraph (2) of The Act;
2. a director, executive officer, accounting advisor, accounting advisor or auditor, who was ordered to dismiss pursuant to the provisions of Article 27 of The Act or Article 52-34, paragraph (1) of The Act, as applied mutatis mutandis pursuant to Article 17 of the Long-Term Credit Bank Act, or an officer who was ordered to dismiss pursuant to the provisions of Article 52-56, paragraph (2) of The Act, as applied mutatis mutandis pursuant to Article 17 of the Long-Term Credit Bank Act;
3. an administration officer or inspector who was ordered to dismiss pursuant to the provisions of Article 27 of The Act, as applied mutatis mutandis pursuant to Article 89, paragraph (1) of t the Shinkin Bank Act, or an officer who was ordered to dismiss pursuant to the provisions of Article 52-56, paragraph (2) of The Act, as applied mutatis mutandis pursuant to Article 89, paragraph (5) of the Shinkin Bank Act;
4. an administration officer or inspector who was ordered to dismiss pursuant to the provisions of Article 95, paragraph (1) of the Labor Bank Act, or an officer who was ordered to dismiss pursuant to the provisions of Article 52-56, paragraph (2) of The Act, as applied mutatis mutandis pursuant to Article 94, paragraph (3) of the Labor Bank Act;
5. an administration officer or inspector who was ordered to dismiss pursuant to the provisions of Article 27 of The Act, as applied mutatis mutandis pursuant to Article 6, paragraph (1) of the Act on Financial Business by a Cooperative, or an officer who was ordered to dismiss pursuant to the provisions of Article 52-56, paragraph (2) of The Act, as applied mutatis mutandis pursuant to Article 6-5, paragraph (1) of the Act on Financial Business by a Cooperative;
6. an officer who was ordered to dismiss pursuant to the provisions of Article 52-56, paragraph (2) of The Act, as applied mutatis mutandis pursuant to Article 92-4, paragraph (1) of the Agricultural Co-operative Act, or an officer concerning who was ordered to reelect pursuant to the provisions of Article 95, paragraph (2) of the Agricultural Co-operative Act;
7. an officer who was ordered to dismiss pursuant to the provisions of Article 52-56, paragraph (2) of The Act, as applied mutatis mutandis pursuant to Article 121-4, paragraph (1) of the Fishery Cooperative Act, or an officer concerning who was ordered to reelect pursuant to the provisions of Article 124, paragraph (2) of the Fishery Cooperative Act;
8. an officer who was ordered to dismiss pursuant to the provisions of Article 52-56, paragraph (2) of The Act, as applied mutatis mutandis pursuant to Article 95-4, paragraph (1) of the Norinchukin Bank Act, or an administration officer, business management feeder, or inspector who was ordered to dismiss pursuant to the provisions of Article 86 of the Norinchukin Bank Act;
9. a director, executive officer, accounting advisor, auditor, or equivalent person thereto who was ordered to dismiss pursuant to the provisions of foreign laws and regulations which are equivalent to The Act, the Long-Term Credit Bank Act, the Shinkin Bank Act the Labor Bank Act, the Small and Medium-sized Enterprise Cooperative Association Act, the Act on Financial Business by a Cooperative, the Agricultural Co-operative Act, the Fishery Cooperative Act, the Norinchukin Bank Act, or the Act on Controls, etc. of Money Lending;
(h) a person who violates a provision of The Act, the Long-Term Credit Bank Act, the Shinkin Bank Act the Labor Bank Act, the Small and Medium-sized Enterprise Cooperative Association Act, the Act on Financial Business by a Cooperative, the Agricultural Co-operative Act, the Fishery Cooperative Act, the Norinchukin Bank Act, the Act on Controls, etc. of Money Lending, the Act on Regulation of Receiving of Capital Subscription, Deposits, and Interest Rate, etc. (Act No. 195 of 1954), or foreign laws and regulations equivalent thereto, has been sentenced to a fine (including equivalent punishment thereto under foreign laws and regulations), and for whom five (5) years have not elapsed since the date when the sentence is completed or the effectuation of the sentence is ceased;
(v) in the cases where the applicant is a juridical person, the applicant shall not correspond to any of the following:
(a) in a cases where the applicant corresponds to any of the preceding (d), 1. to 10, a person for whom five (5) years have not elapsed since the date of said rescission;
(b) a person who violates the provisions as prescribed in the preceding (h) or foreign laws and regulations equivalent thereto, who is sentenced to a fine (including equivalent punishment thereto under foreign laws and regulations), and for whom five (5) years have not elapsed since the date when the sentence is completed or the effectuation of the sentence is ceased;
(c) an officer who corresponds to any of (a) to (h) of the preceding item;
(vi) a person who shall not be found to be likely to hinder carrying out of its Bank Agency Service appropriately and surely by carrying out another business as prescribed in Article 52-38, paragraph (1), item (iii) of The Act, since said person does not correspond to any of the following:
(a) the content of its subsidiary business violates laws and regulations;
(b) the content of its subsidiary business is likely to damage the social credibility as a Bank Agent;
(c) the content of Bank Agency Service is found to have possibilities to conduct transactions in which interests of Entrusting Bank and Bank Agent conflict, in light of the fact that that said content is an agency or an intermediary for the conclusion of a contract of which the content is the loaning of funds or discounting of a negotiable instruments for the use of business (excluding a service pertaining to a contract with security of deposits, etc. or national government bonds that an Entrusting Bank received, and services that does not participate in the examination pertaining to conclusion of the contact of standardized loan products (limited to said products of which the loan amount does not exceed ten million (10,000,000) yen)) (excluding the cases where an applicant is an insurance corporation or other person as specified by the Commissioner of the Financial Services Agency);
(d) in the cases where content of its main subsidiary business concerns the loan of funds, discount of negotiable instruments, guarantee of debt, acceptance of a negotiable instruments, or any other business of granting of credit (excluding a business which is not found to have possibilities to conduct transactions in which interests of Entrusting Bank and Bank Agent conflict), the content and method of acts as prescribed in Article 2, paragraph (14), item (ii) of The Act which is conducted as a Bank Agent (excluding acts pertaining to a contract with security of deposits, etc. or national government bonds that an Entrusting Bank received) does not correspond to any of the following conditions:
1. the act is pertaining to a loan agreement that is concluded with security of goods or articles purchased with the loan funds (excluding acts pertaining to funds for the use of business);
2. the act does not participate in the examination pertaining to the conclusion of the contract of standardized loan products;
3. when performing agency service or intermediary of conclusion of a contract of which the content is the loan of funds or discount of a negotiable instruments pertaining to Bank Agency Service for a customer for whom credit is granted as subsidiary business, the Bank Agent is required to inform to the Entrusting Bank, of the outstanding of granting of credit or any other material matters with subsidiary business that shall influence the judgment of an Entrusting Bank concerning conclusion of a contract, after obtaining prior consent in writing of said customer,
(e) it is found that, by making use of its advantageous position in a transaction for subsidiary business, the act lacking of customers' protection pertaining to Bank Agency Service is likely to be performed;
(f) in light of the content of Bank Agency Service, it is found that carrying out of subsidiary business is likely to lack of customers' protection and to hinder performance of sound and appropriate business of the Entrusting Bank.
(Preliminary Examination of Permission for Bank Agency Service)
Article 34-38 A person who intends to obtain a permission for Bank Agency Service pursuant to the provisions of Article 52-36, paragraph (1) of The Act, may request a preliminary examination by submitting documents equivalent to the provisions provided in Article 52-37 of The Act to the Commissioner of the Financial Services Agency, Etc..
(Notification of Change)
Article 34-39 A Bank Agent that submits a notification pursuant to the provisions of Article 52-39, paragraphs (1) and (2) of The Act, shall submit to the Commissioner of the Financial Services Agency, Etc., in accordance with the categories listed in the top columns of the Appended Table 2, a written notice stating the matters as specified in the middle columns of said Table, attached with documents as specified in the lower columns of said Table,
(Form of Sign)
Article 34-40 The form as provided by Cabinet Office Ordinance as prescribed in Article 52-40, paragraph (1) of The Act shall be as prescribed in item (xvii) of the appended form.
Section 2 Services
(Application, etc. of Approval for Subsidiary Business)
Article 34-41 (1) A Bank Agent, when intending to obtain an approval for subsidiary business pursuant to the provisions of Article 52-42, paragraph (1) of The Act, shall submit a written application for approval attached with the following documents to the Commissioner of the Financial Services Agency, Etc.:
(i) a written statement of reasons;
(ii) a document stating content of the subsidiary business and its methods; and
(iii) other document stating matters to be referenced.
(2) The document listed in item (ii) of the preceding paragraph shall state clearly that no risk has been found that would hinder the proper and certain performance of the Bank Agency Service.
(3) The Commissioner of the Financial Services Agency, Etc., when an application of approval is filed pursuant to the provisions of paragraph (1), may not provide an approval only if the applicant corresponds to any matter as listed in Article 34-37, item (vi).
(Segregated Maintenance)
Article 34-42 A Bank Agent, based on the provisions of Article 52-43 of The Act, shall maintain in a condition that can be immediately determined concerning acts of Bank Agent whether the money or other assets that are received from a customer are the Bank Agent's own assets, or pertain to any Entrusting Bank, by segregating the maintenance location and by other methods.
(Matters to be Clearly Indicated)
Article 34-43 (1) Matters as provided by Cabinet Office Ordinance as prescribed in Article 52-44, paragraph (1), item (iii) of The Act shall be the following matters:
(i) when receiving the delivery of money or other assets from a customer with regard to acts of Bank Agent, the Bank Agent shall be authorized by the Entrusting Bank to receive said delivery;
(ii) in the cases where there are two (2) or more Entrusting Banks, when the fees pertaining to acts of Bank Agent that the customer shall pay for a contract that the customer intends to conclude and the fee to be paid to another Entrusting Bank for the same type of contract as said contract are different, that effect;
(iii) in the cases where there are two (2) or more Entrusting Banks, when the Bank Agent carries out agency services or intermediary of conclusion of the same type of contract that a customer intends to conclude as a contract pertaining to the Acts of Bank Agent for another Entrusting Bank, that effect;
(iv) in the cases where there are two (2) or more Entrusting Banks, the trade name or name of the Entrusting Bank that is the other party of the transaction of the customer.
(2) An Entrusting Bank as prescribed in each item of the preceding paragraph (excluding item (i)), shall include, in the cases where the Bank Agent is an agent of a long-term credit bank as prescribed in Article 16-5, paragraph (3) of the Long-Term Credit Bank Act, the entrusting long-term credit bank; in the cases where an agent of a Shinkin Bank as prescribed in Article 85-2, paragraph (3) of the Shinkin Bank Act, the entrusting Shinkin Bank as prescribed in the same paragraph; in the cases where an agent of a labor bank as prescribed in Article 89-3, paragraph (3) of the Labor Bank Act, the entrusting labor bank as prescribed in the same paragraph; in the cases where a credit cooperative as prescribed in Article 6-3, paragraph (3) of Act on Financial Business by a Cooperative, the entrusting credit cooperative as prescribed in the same paragraph; in the cases where a specified credit business agent as prescribed in Article 92-2, paragraph (3) of the Agricultural Co-operative Act, the entrusting cooperative as prescribed in the same paragraph; in the cases where a specified credit business agent as prescribed in Article 121-2, paragraph (3) of the Fishery Cooperative Act, the entrusting cooperative as prescribed in the same paragraph or in the cases where an agent of Norinchukin Bank as prescribed in Article 95-2, paragraph (3) of the Norinchukin Bank Act, the Norinchukin Bank.
(Provision of Information to Depositors, Etc., by a Bank Agent)
Article 34-44 The provisions of Article 13-3 shall apply mutatis mutandis to the provision of information to Depositors, Etc., provided by a Bank Agent pursuant to the provisions of Article 52-44, paragraph (2) of The Act.
(Prevention of Misidentification of a Deposit, etc.)
Article 34-45 (1) The provisions of Article 13-5, paragraphs (1), (2), and (4) shall apply mutatis mutandis to a cases where the Bank Agent (excluding a Bank, etc., as prescribed in Article 52-61, paragraph (1) of The Act) sells financial instruments (which means the sale of financial instruments as prescribed in Article 2, paragraph (1) of the Act on Sales, etc. of Financial Products (Act No. 101 of 2000); excluding acts as listed in items (i) and (ii) of the same paragraph) or performing agency services or intermediary.
(2) A Bank Agent shall display for easy viewing of customers that it performs acts that constitute acts of Bank Agent, at the counter of the business office or an office that carries out acts that constitute a Acts of Bank Agent.
(3) The provisions of paragraph (1) shall not apply to a counter that does not perform acts of Bank Agent.
(4) A Bank Agent shall take measures for a customer to avoid misidentifying a counter of its business office or office that does not perform acts of Bank Agent with a counter that performs acts that constitute acts of Bank Agent.
(Provision of Information Pertaining to the Same Type of Contract as Another Entrusting Bank)
Article 34-46 (1) A Bank Agent, in the cases where it has clarified the matters as prescribed in Article 34-43, paragraph (1), item (iii), shall respond to the request of a customer and provide the content of the same type of contract of another Entrusting Bank and other information to serve as a reference for the customer.
(2) The provisions of Article 34-43, paragraph (2) shall apply mutatis mutandis to a case of the preceding paragraph.
(Treatment of Individual Customer Information)
Article 34-47 The provisions of Article 13-6-5 to Article 13-6-7 shall apply mutatis mutandis to a Bank Agent.
(Consent, etc. by a Document Pertaining to the Use of Customer Information)
Article 34-48 (1) A Bank Agent shall take measures in order to ensure that non-public financial information (which means information concerning a deposit, etc., an exchange transaction, or a loan of a customer which an officer or employee obtains in the course of duties and other information which is not disclosed to the public concerning a financial transaction or the assets of a customer (excluding information as prescribed in Article 13-6-6, as applied mutatis mutandis pursuant to the preceding Article and special non-public information as prescribed in Article 13-6-7, as applied mutatis mutandis pursuant to the preceding Article)) concerning a customer handled in the course of Bank Agency Service shall not be used for subsidiary business (excluding business pertaining to Solicitation For Insurance; the same shall apply in the following paragraph) without obtaining said customer's prior consent in writing or other appropriate method.
(2) A Bank Agent shall take measures in order to ensure that non-public information (which means non-public information which is obtained in the course of its subsidiary business (excluding information as prescribed in Article 13-6-6, as applied mutatis mutandis pursuant to the preceding Article and special non-public information as prescribed in Article 13-6-7, as applied mutatis mutandis to the preceding Article); the same shall apply in the following paragraph) concerning a customer handled for subsidiary business shall not be used for Bank Agency Service and incidental business to Bank Agency Service without obtaining said customer's prior consent in writing or other appropriate method.
(3) A Bank Agent shall take measures in order to ensure that non-public information concerning a customer handled in the course of subsidiary business shall not be provided to an Entrusting Bank without obtaining said customer's consent in writing or other appropriate method.
(Internal Rules, etc. pertaining to Bank Agency Service)
Article 34-49 A Bank Agent shall establish internal rules concerning explanations to a customer of material matters based on the customer's knowledge, experience, condition of assets, and the purpose of the transaction and other measures (including the explanation of financial instruments, transactions, and their risks and measures taken by the Entrusting Bank of said Bank Agent as prescribed in Article 12-3, paragraph (1) of the Act by delivery of documents or other appropriate method and measures to prevent crime) in order to ensure sound and appropriate business management that corresponds to the content and method of its Bank Agency Service, and shall develop training for employees and other sufficient systems in order to manage business based on said internal rules, etc.
(Person Having a Close Relationship with a Bank Agent)
Article 34-50 A person having a close relationship with a Bank Agent as provided by Cabinet Office Ordinance as prescribed in Article 52-45, item (iii) of The Act shall be a specified relevant person of an Entrusting Bank of said Bank Agent (which means a person having a specified relationship as prescribed in Article 13-2 of The Act and excluding a Subsidiary Company of said Bank Agency).
(Matters without Risk of Lacking the Protection of a customer)
Article 34-51 The matters as provided by Cabinet Office Ordinance as those without a risk of lacking the protection of a customer as prescribed in Article 52-45, item (iii) of The Act shall not be an act of agency services or intermediary of conclusion of a contract of which the content is a loan or discounting of negotiable instruments pursuant to the condition of an unfair transaction of the Bank Agent.
(Matters without Risk of Hindrance of Carrying out the Sound and Proper Business of an Entrusting Bank)
Article 34-52 The matters as provided by Cabinet Office Ordinance as without risk of hindrance of carrying out the sound and proper business of an Entrusting Bank as prescribed in Article 52-45, item (iv) shall be the matters pertaining to a transaction or an act for which the Entrusting Bank obtained an approval pursuant to the proviso of Article 13-2 of The Act.
(Prohibited Acts pertaining to Bank Agency Service)
Article 34-53 Acts as provided by Cabinet Office Ordinance as prescribed in Article 52-45, item (v) of The Act shall be the following acts:
(i) an act, in regard to a customer, of not informing of a material matter based on the customer's knowledge, experience, condition of assets, or the purpose of a transaction in response to the content and method of its Bank Agency Service, or an act to inform of a matter that is likely to mislead;
(ii) an act, in regard to a customer, of performing unfairly the agency services or intermediary of conclusion of a contract as prescribed in each item of Article 2, paragraph (14) of The Act pursuant to a condition to transact with a Bank Agent or a business operator as specified by a Bank Agent (excluding those listed in Article 52-45, item (iii) of The Act);
(iii) an act, in regard to a customer, of causing a disadvantage with regard to a condition or implementation of a transaction by using an advantageous position in the transaction as a Bank Agent;
(iv) an act, in regard to a customer, of transacting unfairly with itself or a business operator specified by a Bank Agent pursuant to a condition to perform agency or intermediary of conclusion of a contract as prescribed in each item of Article 2, paragraph (14) of The Act;
(v) an act, in regard to a customer, to cause a disadvantage with regard to a condition or the implementation of a transaction pertaining to the Bank Agent by unjustly using an advantageous position in a transaction in the course of subsidiary business; and
(vi) an act, in regard to an Entrusting Bank, not to inform of a material matter that may affect the judgment of conclusion of a contract pertaining to acts of Bank Agent, or to inform of a false matter.
(Acts Similar to Advertisement)
Article 34-53-2 The Acts as provided by Cabinet Office Ordinance as prescribed in each item of Article 37 of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-45-2 of The Act, shall be the provision of the same content of information to many persons by a method to transmit using mail, mail delivery, or facsimile device, a method to deliver a handout or brochure, or other method, excluding the following:
(i) a method to deliver a document that is prepared based on laws and regulations or a disposition of an administrative government agency in accordance with laws and regulations;
(ii) a method to deliver materials concerning analysis and evaluation of an individual enterprise that is not used for the solicitation for conclusion of a contract for a specified deposit, etc.;
(iii) a method to provide an object as a premium, on which only the following matters are indicated or other goods (limited to an item that indicates the matters as listed in (b) to (d) clearly and accurately) (in the case of matters not indicated on the premium or other goods among said matters, including a method to provide said premium or other goods, and other goods on which said matters are indicated, as an integrated object):
(a) name of the financial instrument (including an alias);
(b) trade name, name or alias of these objects of a Bank Agent that provides the same content of information to many persons by a method as prescribed in this item;
(c) matters as listed in Article 16-6-2, paragraph (2), item (i) of The Order (limited to printed characters and numerals of said matters are indicated in a size that is not considerably different from the largest size among the printed characters and numerals of matters other than said matters); and
(d) the fact stating to read sufficiently the content of any of the following documents:
1. a document as prescribed in Article 37-3, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-45-2 of The Act (hereinafter referred to as "Documents Delivered Prior to the Concluding The Contract" from this Article to Article 34-53-17-2); and
2. a Document For Contract Change as prescribed in Article 34-53-10, paragraph (1), item (ii).
(Indication Method of Advertisement, etc. regarding the Content of Business of Agency or Intermediary of Conclusion of a Contract for a Specified Deposit, etc.)
Article 34-53-3 (1) A Bank Agent, in the case of advertising the content of the business of agency or intermediary of concluding a contract for a specified deposit, etc. or performing an act (which is referred to as "Advertisement, Etc." in the following paragraph) as prescribed in the preceding Article, shall indicate clearly and accurately the matters as listed in each item of Article 37, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-45-2 of The Act.
(2) A Bank Agent, in the case of Advertisement, Etc. of the content of the business of agency or intermediary of concluding a contract for a specified deposit, etc., shall indicate matters using printed characters and numerals of matters as listed in Article 16-6-2, paragraph (1), item (ii) of The Order in a size that is not considerably different from the largest size among the printed characters and numerals of matters other than said matters.
(3) A Bank Agent, in the case of advertising the content of the business of agency or intermediary of concluding a contract for a specified deposit, etc. that is implemented by the Bank Agent, by a method of broadcasting with the broadcasting equipment of a general broadcaster or by a method as listed in any item of Article 34-53-6, paragraph (1) (excluding a method to broadcast in voice), notwithstanding the provisions of the preceding paragraph, shall indicate with printed characters and numerals of matters as listed in Article 16-6-2, paragraph (2), item (i) of The Order in a size that is not considerably different from the largest size among the printed characters and numerals of matters other than said matter.
(Matters concerning Compensation to be Paid by a Customer)
Article 34-53-4 The matters as provided by Cabinet Office Ordinance as prescribed in Article 16-6-2, paragraph (1), item (i) of The Order, pursuant to the name of a fee, reward, expenditure, or whatever name, shall be the amount by the type of Fee, Etc. to be paid by a customer concerning a contract for a specified deposit, etc., the upper limit, or a summary of the calculation method of these items (including the percentage to the principal amount pertaining to said contract for a specified deposit, etc.; hereinafter the same shall apply in this Article), and the total of said amounts, the upper limit, or a summary of the calculation method of these items; provided, however that in the case these items cannot be indicated, that effect and the reasons thereof.
(Material Matters that Affect the Judgment of Customers)
Article 34-53-5 The matters as provided by Cabinet Office Ordinance as prescribed in Article 16-6-2, paragraph (1), item (iii) of The Order shall be the following matters:
(i) with regard to a Specified Deposit, Etc. for which an Entrusting Bank of said Bank Agent has the right to extend the deposit period, in the cases where said rights are exercised, the effect that is likely to be disadvantageous to a customer due to the interest of said Specified Deposit, Etc. declining below the market interest rate;
(ii) other facts that are disadvantageous to a customer with regard to material matters concerning said contract for a specified deposit, etc.
(Equivalent Method, etc. to a Method to Broadcast by the Broadcasting Equipment of a General Broadcaster)
Article 34-53-6 (1) The methods as provided by Cabinet Office Ordinance as prescribed in Article 16-6-2, paragraph (2) of The Order shall be the following:
(i) a method to broadcast by using the broadcasting equipment of the following person:
(a) cable television broadcaster;
(b) a person that carries out cable sound broadcasting;
(c) a person that carries out broadcasting by a telecommunications service;
(ii) a method to make available for inspection of a customer the content of information recorded in a file that is kept in a computer pertaining to the use of a person that is entrusted business pertaining to a Bank Agent or an Advertisement, Etc. that is implemented by said Bank Agent, by using a telecommunications line (limited to a method to broadcast by using the broadcasting equipment of a general broadcaster, or an equivalent matter as provided by a method as listed in the preceding item);
(iii) a method to indicate a matter to the public regularly or continuing for a certain period, inside or outside a building, and to install, or indicate on a signboard, standing signboard, placard and label, advertising tower, advertising board, building, or other structure, etc. and a method equivalent to these.
(2) Matters as provided by Cabinet Office Ordinance as prescribed in Article 16-6-2, paragraph (2), item (ii) of The Order shall be the matters as listed in Article 34-53-2, item (iii), (d).
(Matters not to be Exaggerated)
Article 34-53-7 Matters as provided by Cabinet Office Ordinance as prescribed in Article 37, paragraph (2) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-45-2, shall be the following matters:
(i) matters concerning cancellation of a contract for a specified deposit, etc.;
(ii) matters concerning all or part of share of loss or guarantee of profit pertaining to a contract for a specified deposit, etc.;
(iii) matters concerning liquidated damages pertaining to a contract for a specified deposit, etc. (including a penalty); and
(iv) matters concerning the amount of a Fee, Etc. to be paid by a customer concerning a contract for a specified deposit, etc. or its calculation method, payment method, or timing, and the payee.
(Method of Entry of a Document Delivered Prior to the Conclusion of a Contract)
Article 34-53-8 (1) In a Document Delivered Prior to the Conclusion of a Contract, the matters as listed in each item of Article 37-3, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-45-2 of The Act, shall be entered clearly and properly by using printed characters and numerals in a size of eight (8) points or larger as defined by Japanese Industrial Standard Z 8305.
(2) Notwithstanding the provisions of the preceding paragraph, in a Document Delivered Prior to the Conclusion of a Contract, the following matters shall be entered clearly and properly in a line by using printed characters and numerals in a size of twelve (12) points or larger as defined by Japanese Industrial Standard Z 8305, and shall be entered following the matters as prescribed in the following paragraph:
(i) a summary of the matters as listed in Article 37-3, paragraph (1), item (iv) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-45-2 of The Act, and the matters as listed in item (v) of the same paragraph; and Article 34-53-12, paragraph (1), item (xi); and
(ii) the matters as listed in Article 34-53-12, paragraph (1), item (xii).
(3) A Bank Agent, in a Document Delivered Prior to the Conclusion of a Contract, shall enter particularly material matters that may affect the decision of a customer using plain text expressions among the matters as listed in Article 34-53-12, paragraph (1), item (i), and the matters as listed in each item of Article 37-3, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-45-2 of The Act, by using printed characters and numerals in a size of twelve (12) points or larger as defined by Japanese Industrial Standard Z 8305 at the top of said Document Delivered Prior to the Conclusion of a Contract.
(Method of Provision of Information)
Article 34-53-9 Provision of information as prescribed in Article 37-3, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-45-2 of The Act, shall be implemented by delivery of a Document Delivered Prior to the Conclusion of a Contract.
(Cases not Requiring Delivery of a Document Delivered Prior to the Conclusion of a Contract)
Article 34-53-10 (1) The cases as provided by Cabinet Office Ordinance as prescribed in Article 37-3, proviso of paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-45-2 of The Act, shall be the following, in the case of conducting agency or intermediary of conclusion of a contract for a specified deposit of which the content is to change a part of an existing contract for a specified deposit, etc.:
(i) in the cases where there are no matters to be changed of entry in a Document Delivered Prior to the Conclusion of a Contract pertaining to a contract for a specified deposit, etc. that has been effected due to said change;
(ii) in the cases where there are matters to be changed with entry in a Document Delivered Prior to the Conclusion of a Contract pertaining to a contract for a specified deposit, etc. that has been effected due to said change, when a document (hereinafter referred to as "Documents For Contract Change" through Article 34-53-17-2), in which said entry to be changed is entered, has been delivered to said customer.
(2) The provisions of Article 14-11-25, paragraph (2) shall apply mutatis mutandis to delivery of Documents For Contract Change pursuant to the provisions of item (ii) of the preceding paragraph.
(Matters concerning Compensation to be Paid by a Customer)
Article 34-53-11 The matters as provided by Cabinet Office Ordinance as prescribed in Article 37-3, paragraph (1), item (iv) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-45-2 of The Act, pursuant to the name of a fee, reward, expense, or whatever name, shall be a description of the amount by category of the Fee, etc. that a customer shall pay concerning a contract for a specified deposit, etc., the maximum limit, or a calculation method of these items (including the percentage to the principal amount pertaining to said contract for a specified deposit, etc.; hereinafter the same shall apply in this Article) and a description of the total amount of said amounts, the maximum limit, or a calculation method of these items; provided, however, that in the cases where these may not be entered, that effect and the reasons thereof.
(Entry in a Document Delivered Prior to the Conclusion of a Contract)
Article 34-53-12 (1) The matters as provided by Cabinet Office Ordinance as prescribed in Article 37-3, paragraph (1), item (vii) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-45-2 of The Act, shall be the following matters:
(i) the effect that the content of said Document Delivered Prior to the Conclusion of a Contract shall be read sufficiently;
(ii) name of the financial instrument (including an alias);
(iii) the distinction of whether it is subject to an insurance payment as prescribed in Article 53 of the Deposit Insurance Act;
(iv) scope of the persons subject to acceptance;
(v) period of deposit (including an indication of whether the deposit will automatically renew, or not);
(vi) minimum amount of deposit, unit of deposit, and any other item concerning the deposit;
(vii) method of repayment;
(viii) method of establishing interest payment, payment method, calculation method, and any other item concerning interest;
(ix) matters concerning a special provision that may be added;
(x) handling the termination of the contract during the period of deposit (including the calculation methods of interest and fees);
(xi) in the cases where it is likely to cause loss, with regard to conclusion of a contract for a specified deposit, etc. that a customer exercises, due directly to changes in interest rate, currency value, price in a financial instruments market, or other indices, the matters as listed in the following:
(a) said index; and
(b) reasons that a cause of loss is likely due to changes pertaining to said index;
(xii) with regard to a Specified Deposit, Etc. that an Entrusting Bank of said Bank Agent holds the right to extend the deposit period, the fact that in the case said right is exercised, it is likely to be disadvantageous to the customer due to the interest rate of said Specified Deposit, Etc. may decline below the market interest rate;
(xiii) in the case of handling a financial instrument that does not guarantee the repayment of the full amount at expiry of the amount paid for the combination of the following items and for the Specified Deposit, Etc. at the time of initial deposit, an explanation stating that the deposited amount is not guaranteed to be repaid in the full amount at expiry and any other detailed explanations concerning said commodity:
(a) a market derivative transaction or foreign market derivative transaction (excluding a transaction corresponding to transactions of securities-related derivatives);
(b) a financial derivative transaction as prescribed in Article 10, paragraph (2), item (xiv) of The Act;
(c) a forward foreign exchange transaction;
(d) a transaction of securities-related derivatives (excluding a transaction listed in Article 2, paragraph (21), item (i) of the Financial Instruments and Exchange Act or a similar transaction in a foreign financial instruments market to that as listed in the same item); and;
(e) a transaction listed in Article 2, paragraph (21), item (i) of the Financial Instruments and Exchange Act or a similar transaction in a foreign financial products market to that as listed in the same item (limited to a National Government Bond Certificate, Etc. and securities listed in paragraph (1), item (xvii) of the same Article pertaining to those that have characteristics as prescribed in item (i) of the same paragraph);
(xiv) in the cases where the establishment method of an index to be the standard for establishing an interest rate of a floating rate deposit and interest rate are specified, matters concerning said standards, method, and interest
(xv) a description of the taxation concerning said contract for a specified deposit, etc.;
(xvi) a method to contact the Entrusting Bank of said Bank Agent by the customer;
(xvii) the existence of a recognized investor protection association in which the Entrusting Bank of said Bank Agent is a subject business operator (in the cases where the Entrusting Bank of said Bank Agent is a subject business operation, its name); and
(xviii) matters prescribed in the following (a) or (b) for the categories of cases set forth respectively therein:
(a) in the cases where there exists a Designated Dispute Resolution Organization, the trade name or name of the Designated Dispute Resolution Organization, who is the other party to the Dispute Resolution Basic Contract, prescribed in Article 12-3, paragraph (1), item (i), of the Act, that the Entrusting Bank of said Bank Agent takes a measure to conclude;
(b) in the cases where there does not exist any Designated Dispute Resolution Organization, the details of the complaint handling measures and the dispute resolution measure of the Entrusting Bank of said Bank Agent prescribed in Article 12-3, paragraph (1), item (ii), of the Act.
(ixx) other matters that shall be found to be references concerning deposit of a Specified Deposit, Etc.
(2) In the cases where a Bank or a Bank Agent shall deliver to a customer a document as prescribed in the provisions of Article 37-3, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 and Article 52-45-2 of The Act, pursuant to the same paragraph with regard to conclusion of a single contract for a specified deposit, etc., when said Bank implements said delivery, said Bank Agent, notwithstanding the provisions of the preceding paragraph, shall not be required to enter the matters as listed in each item of the same paragraph in the Document Delivered Prior to the Conclusion of a Contract.
(Provision by Use of Information and Communications Technology)
Article 34-53-13 (1) The matters provided by Cabinet Office Ordinance as prescribed in Article 34-2, paragraph (4) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 37-3, paragraph (2) of the same Act, as applied mutatis mutandis pursuant to Article 52-45-2 of the Act (including the cases where it is applied mutatis mutandis pursuant to Article 37-4, paragraph (2) of the Financial Instruments and Exchange Act, as applied mutatis mutandis in Article 52-45-2 of the Act; hereinafter the same shall apply in this Article) shall be the following:
(i) a method to use an electronic data processing system that is in the following:
(a) a method to transmit matters to be entered in documents (hereinafter referred to as an "Entry" in this Article) through a telecommunications line that connects computers used by a Bank Agent (including a person who keeps a file in a computer managed by said person pursuant to a contract with a Bank Agent who provides matters prescribed in Article 34-2, paragraph (4) of the Financial Instruments and Exchange Act, as applied mutatis mutandis in Article 37-3, paragraph (2) of the same Act, as applied mutatis mutandis pursuant to Article 52-45-2 of the Act and make it available to the other parties to whom said matters are provided (hereinafter referred to as"Customers" in this Article) or to said BankAgent; hereinafter the same shall apply in this Article) and computers used by Customers, etc. (which means Customers and a person who keeps customer files (which means files that are made available exclusively to Customers) in a computer managed by said person pursuant to a contract with the Customers; hereinafter the same shall apply in this Article) and record said matters in a customer file kept in computers used by the Customers, etc. (in the case of offering to accept or not to accept provisions pursuant to a method prescribed in Article 34-2, paragraph (4) of the Financial Instruments and Exchange Act, a method to record that effect in a file kept in a computer used by the Bank Agent who provides the matters prescribed in the same paragraph)
(b) a method to make an Entry recorded in a file kept in a computer used by a Bank Agent available for inspection by Customers through a telecommunications line, and to record said Entry in the customer file of said Customers kept in computers used by the Customers, etc. (in the case of offering to accept or not to accept provisions pursuant to a method prescribed in Article 34-2, paragraph (4) of the Financial Instruments and Exchange Act,as applied mutatis mutandis in Article 37-3, paragraph (2) of the same Act, as applied mutatis mutandis in Article 52-45-2 of the Act, a method to record that effect in a file kept in a computer used by the Bank Agent);
(c) a method to make an Entry recorded in a customer file kept in a computer used by a Bank Agent available for inspection by Customers through a telecommunications line; or
(d) a method to make an Entry recorded in an inspection file (which means a file that is kept in a computer used by a Bank Agent and that is for recording an Entry in order to make it available for inspection by multiple customers simultaneously; hereinafter the same shall apply in this Article) available for inspection by Customers through a telecommunications line.
(ii) a method to deliver an Entry recorded in a file prepared on a magnetic disk, CD-ROM, or other method equivalent thereto in which certain matters can be recorded securely.
(2) Methods listed in the items of the preceding paragraph shall conform to the following standards:
(i) a method that enables Customers to prepare documents by outputting entry recorded in a customer file or inspection file;
(ii) with regard to a method listed in item (i), (a), (c), or (d) of the preceding paragraph (excluding a method to record an Entry in a customer file kept in a computer used by the Customers), a method to notify the Customers that an Entry will be recorded or was recorded in the customer file or inspection file; provided, however, that this shall not apply when it is confirmed that the customer has inspected said Entry;
(iii) with regard to a method as listed in item (i), (c) or (d) of the preceding paragraph, a method in which the deletion or modification of the following matters is impossible for five (5) years following the date the transaction listed as an Entry was carried out for the last time (in the cases where a complaint pertaining to said Entry is filed before the expiration of said period, until said period ends or until said complaint is resolved, whichever occurs later) ; provided, however, that, in the cases where an Entry made available for inspection is delivered in writing, in the cases where delivery is made by a method listed in item (i), (a) or (b) of the preceding paragraph or item (ii) of the same paragraph under the approval of the Customers (which means an approval pursuant to a method prescribed in Article 16-6-3 of the Order), or in the cases where the Customers gave instructions to delete said Entry, said Entry may be deleted:
(a) with regard to a method listed in item (i), (c) of the preceding paragraph, the Entry recorded in the customer file; or
(b) with regard to a method listed in item (i), (d) of the preceding paragraph, the Entry recorded in the inspection file;
(iv) with regard to a method listed in item (i), (d) of the preceding paragraph, a method that conforms to the following standards:
(a) a method to enable a customer to record in the customer file information necessary to inspect the inspection file; and
(b) a method to maintain the customer file that records information necessary for a customer to inspect the inspection file pursuant to the provision of (a) and said inspection file connectable through a telecommunications line until the period prescribed in the preceding item expires; provided, however, that this shall not apply to the cases where the Customers to whom the possibility of inspection was offered declined such maintenance of file connectability.
(3) The electronic data processing system prescribed in paragraph (1), item (i) means an electronic data processing system that connects a computer used by a Bank Agent and a computer with a customer file used by Customers, etc. or a Bank Agent through a telecommunications line.
(Type and Details of Electromagnetic Means)
Article 34-53-14 The type and details of a method to be indicated pursuant to the provisions of Article 16-6-3, paragraph (1) of the Order shall be the following :
(i) a method listed in the items of paragraph (1) of the preceding Article that is used by the Bank Agent;
(ii) a method of recording data in a file.
(Entry of a Document Delivered at Concluding a Contract)
Article 34-53-15 (1) The following matters shall be entered in a document to be prepared when a contract for a specified deposit, etc. is effected, as the document prescribed in Article 37-4, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-45-2 (said document is referred to as "Document Delivered At Concluding A Contract" in the following paragraph and the following Article):
(i) trade name of the Entrusting Bank of said Bank Agent;
(ii) amount of deposit (in the cases where the principal amount is indicated in a foreign currency, the principal amount indicated in said foreign currency);
(iii) distinction of whether subject to an insured payment as prescribed in Article 53 of the Deposit Insurance Act;
(iv) date of deposit and expiry (including an indication whether the deposit will automatically renew, or not);
(v) method of repayment;
(vi) method of establishing interest payment, payment method, calculation method, and other items concerning interest;
(vii) handling the termination of the contract during the period of deposit (including the calculation methods of interest and fees);
(viii) the date said contract for a specified deposit, etc. is effected;
(ix) matters concerning a Fee, Etc. pertaining to said contract for a specified deposit, etc.;
(x) name of the customer; and
(xi) a method to contact the Entrusting Bank of said Bank Agent by the customer.
(2) In the cases where a Bank or a Bank Agent shall deliver to a customer a document as prescribed in the provisions of Article 37-4, paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 13-4 and Article 52-45-2 of The Act, pursuant to the same paragraph with regard to conclusion of a single contract for a specified deposit, etc., when said Bank performed said delivery, said Bank Agent, notwithstanding the provisions of the preceding paragraph, shall not be required to enter the matters as listed in items (ii) to (vii) of the same paragraph in the Document Delivered At Concluding A Contract.
(Cases not Requiring Delivery of a Document Delivered At Concluding A Contract)
Article 34-53-16 (1) The cases as provided by Cabinet Office Ordinance as prescribed in Article 37-4, proviso of paragraph (1) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-45-2 of The Act pertaining to a Document Delivered At Concluding A Contract, shall be the following cases in the cases where a contract for a specified deposit, etc. of which the content is to change a part of an existing contract for a specified deposit, etc. that is in effect:
(i) in the cases where there are no matters to be changed of an entry in the Document Delivered At Concluding A Contract pertaining to a contract for a specified deposit, etc. that has been effected due to said change;
(ii) in the cases where there is a matter to be changed of an entry in the Document Delivered At Concluding A Contract pertaining to a contract for a specified deposit, etc. that has been effected due to said change, cases where a document, in which said entry to be changed is entered, has been delivered to said customer.
(2) The provisions of Article 14-11-29, paragraph (2) shall apply mutatis mutandis to delivery of documents pursuant to the provisions of item (ii) of the preceding paragraph.
(Significance of Registration of a Credit Rating Agency and Other Matters)
Article 34-53-17 (1) The matters provided by Cabinet Office Ordinance as prescribed in Article 38, item (iii), of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-45-2 of the Act, shall be the following:
(i) the significance of registration pursuant to Article 66-27 of the Financial Instruments and Exchange Act;
(ii) with regard to a person who gave a credit rating, matters listed in the following:
(a) trade name or name;
(b) if said person is a Juridical Person (including an organization which is not a juridical person and appoints a representative or an administrator), the name of its officers (in case of an organization which is not a juridical person and appoints a representative or an administrator, such representative or administrator);
(c) names and locations of the head office and other principal business offices or offices;
(iii) the outline of the policy and method that the person who gave the credit rating uses to give said credit rating;
(iv) the premise, significance, and limitations of credit rating.
(2) Notwithstanding the provisions of the preceding paragraph, with regard to Credit Ratings determined by a Specified Associated Juridical Person, matters provided by Cabinet Office Ordinance as prescribed in Article 38, item (iii) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-45-2 of the Act are the following:
(i) the significance of registration pursuant to Article 66-27 of the Financial Instruments and Exchange Act;
(ii) trade name, name and registration number of Credit Rating Agency which is Assciated Juridical Person and is designated as Specified Assiciated Juridical Person by the Commissioner of the Financial Services Agency pursuant to the provisions of Cabinet Office Ordinance on Financial Instruments Business, etc., Article 116-3, paragraph (2);
(iii) the name used by said Specified Associated Juridical Person as a representation of the Credit Rating Business;
(iv) the outline of the policy and method that the Specified Associated Juridical Person who gave the credit rating uses to give said credit rating or way to obtain information on the said outline from Credit Rating Agency specified by item (ii);
(v) the premise, significance, and limitations of credit rating.
(Prohibited Acts)
Article 34-53-17-2 Acts as provided by Cabinet Office Ordinance as prescribed in Article 38, item (vii) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-45-2 of The Act shall be the following acts:
(i) acts as listed in each item of Article 34-53;
(ii) with regard to delivery of a Document Delivered Prior to the Conclusion of a Contract or Documents For Contract Change, an act to perform agency or intermediary of conclusion of a contract for a specified deposit, etc. without explaining to a customer (excluding a Professional Investor (excluding a person that is found to be a customer other than a Professional Investor pursuant to Article 34-2, paragraph (5) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-45-2 of The Act, and including a person that is found to be a Professional Investor pursuant to Article 34-3, paragraph (4) of the Financial Instruments and Exchange Act (including a cases where it is applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Financial Instruments and Exchange Act, as applied mutatis mutandis pursuant to Article 52-45-2 of The Act), as applied mutatis mutandis pursuant to Article 52-45-2 of The Act); hereinafter the same shall apply in this item) in advance regarding the matters as listed in Article 37-3, paragraph (1), items (iii) to (v) and item (vii) of the Financial Instruments and Exchange Act, as applied mutatis mutandis to Article 52-45-2 of The Act (in the cases where Documents For Contract Change are delivered, the matters that are stated in said Documents For Contract Change and are pertaining to the matters as listed in items (iii) to (v) and item (vii) of the same paragraph) by a necessary method and level in order to facilitate said customer in light of the customer's knowledge, experience, condition of assets, and the purpose of concluding the contract for a specified deposit, etc.;
(iii) with regard to solicitation for conclusion of a contract for a specified deposit, etc., an act that indicates a misrepresentation, or an act of indication that may cause misleading of a material matter;
(iv) with regard to a contract for a specified deposit, etc., an act to promise the provision of special profit to a customer or a person specified by the customer, or to provide special profit to a customer or a third person (including an act to order a third person to promise the provision of special profit or to provide special profit);
(v) with regard to conclusion or termination of a contract for a specified deposit, etc., an act to solicit by telephone or visit during hours when a customer (limited to an individual) finds it annoying.
(Specified Acts of Bank Agent)
Article 34-54 The deposits as provided by Cabinet Office Ordinance as prescribed in Article 52-46, paragraph (1) shall be a current deposit.
(Business Hours, etc., of a Specified Bank Agent)
Article 34-55 (1) The business hours of a specified Bank Agent (which means a specified Bank Agent prescribed in Article 52-46, paragraph (1) of The Act; the same shall apply in item (iii) and item (ii) of the following Article) shall be from 9:00 a.m. to 3:00 p.m.
(2) The business hours prescribed in the preceding paragraph may be extended due to the convenience of business.
(3) The provision of paragraph (1) shall not apply to the business hours of a business office or an office (including a facility other than a facility where specified acts of Bank Agent are performed of a business office or office where specified acts of Bank Agent are performed) that does not perform specified acts of Bank Agent of a specified Bank Agent (which means a specified acts of Bank Agent as prescribed in Article 52-46, paragraph (1) of The Act).
(4) A Bank Agent shall display its holidays and business hours in a place that is prominent to the public by each business office or other office.
(Notification, etc. of Temporary Closing of a Specified Bank Agent)
Article 34-56 (1) A specified Bank Agent that submits a written notice pursuant to Article 52-47 of The Act shall submit notification stating the matters as listed in each item of the following to the Commissioner of the Financial Services Agency, Etc.:
(i) name and location of a business office or office that suspends all or part of business pertaining to specified acts of Bank Agent (which is referred to as "Business" in item (iv));
(ii) reasons of suspension;
(iii) suspension period;
(iv) scheduled recommencement day of Business or recommencement day of Business; and
(v) the method of display pursuant to the provisions of Article 52-47 of The Act.
(2) The cases provided by Cabinet Office Ordinance as prescribed in Article 52-47 of The Act shall be the following cases:
(i) in the cases where an Entrusting Bank is ordered to suspend all or part of business pursuant to the provisions of Article 26, paragraph (1), Article 27, or Article 52-34, paragraph (1) or (4) of The Act;
(ii) in the cases where, on a holiday of a specified Bank Agent as prescribed in Article 52-46, paragraph (1) of The Act, all or part of business by a Cash Dispenser, Etc. is suspended on said holiday at a business office or other office of a specified Bank Agent that carries out all or part of business pertaining to specified acts of Bank Agent;
(iii) in the cases where, at an unmanned business office or other office that carries out business pertaining to specified acts of Bank Agent of a specified Bank Agent, all or a part of its business is suspended (excluding a cases where corresponds to the preceding item);
(iv) in the cases where all or part of business pertaining to specified acts of Bank Agent is order to suspend, pursuant to the provisions of Article 52-56, paragraph (1) of The Act.
(Display of Discontinuance, etc. of an Entrusting Bank)
Article 34-57 A Bank Agent, in the case of displaying pursuant to the provisions of Article 52-48 of The Act, shall display the content of which it has been informed by the Entrusting Bank and policies of disposition of deposit, etc. at said Entrusting Bank, and other transactions pertaining to the Entrusting Bank carried out by the Bank Agent.
Section 3 Accounting
(Books and Documents concerning a Bank Agent)
Article 34-58 A Bank Agent, pursuant to the provisions of Article 52-49 of The Act, shall prepare books and documents as prescribed in each item of the following (in the cases where the agency of conclusion of contract as prescribed in each item of Article 2, paragraph (14) of The Act is not performed, limited to those as prescribed in item (iii)) and maintained for the period prescribed in said each item, in order to clarify the dispositions and calculations of a Bank Agent:
(i) general ledger: five (5) years from the date of preparation;
(ii) Bank Agency account ledger: ten (10) years from the date of preparation;
(iii) a document in which the content of intermediary of conclusion of a contract that is performed with a customer pertaining to the Bank Agent and is as prescribed in any item of Article 2, paragraph (14) of The Act: five (5) years from the date said intermediary is conducted.
(Form, etc. of a Report concerning a Bank Agent)
Article 34-59 (1) A report concerning a Bank Agent pursuant to the provisions of Article 52-50, paragraph (1) of The Act shall be prepared pursuant to item (xviii) of the appended form in the cases where a Bank Agent is an individual, and pursuant to item (ixx) of the appended form in the cases where a Bank Agent is a juridical person, respectively, and shall be submitted to the Commissioner of the Financial Services Agency, Etc., attached with a record concerning assets and a document stating the condition of income and expenditures prepared pursuant to item (xvi) of the appended form in the case of an individual, and a balance sheet and profit and loss statement or documents in lieu of the above, in the case of a juridical person, within three (3) months after the end of the business year.
(2) A Bank Agent, in the cases where a report concerning the Bank Agent may not be submitted within the period prescribed in the preceding paragraph due to a compelling reason, may postpone said submission after obtaining prior approval of the Commissioner of the Financial Services Agency (in the cases where the Director General of the Local Finance Bureau who has jurisdiction over the location of the principal business office or offices of said Bank Agent pursuant to the provisions of Article 17-4 of The Order (in the cases where said location is within the jurisdictional district of the Fukuoka Local Finance Branch Bureau, the Director General of the Fukuoka Local Finance Branch Bureau) accepts reports concerning said Bank Agent, the Director General of the Local Finance Bureau or Fukuoka Local Finance Branch Bureau).
(3) A Bank Agent, when intending to obtain an approval pursuant to the provisions of the preceding paragraph, shall submit a written application for approval attached with a written statement of reasons to the Commissioner of the Financial Services Agency, Etc.
(4) The Commissioner of the Financial Services Agency, Etc., when an application of approval is filed pursuant to the provisions of the preceding paragraph, shall examine whether there is a reason that is found to be compelling regarding postponement of report submission by the Bank Agent that filed said application, pursuant to the provisions of paragraph (2).
(5) The Commissioner of the Financial Services Agency, Etc., shall keep a portion of the report concerning a Bank Agent pertaining to the business year of the Bank Agent immediately prior to when an approval was provided, excluding matters which are likely to harm the confidentiality of a customer and matters which are likely to cause unfair disadvantages to the carrying out of the business of said Bank Agent, that are necessary for the protection of customers, at the Financial Services Agency (in the cases where the Director General of the Local Finance Bureau (in the cases where said location is within the jurisdictional district of the Fukuoka Local Finance Branch Bureau, the Director General of the Fukuoka Local Finance Branch Bureau) has jurisdiction over the location of the principal business office or offices of said Bank Agent pursuant to the provisions of Article 17-4 of The Order that receives said reports, the Local Finance Bureau or Fukuoka Local Finance Branch Bureau for which the jurisdictional district includes the location of the principal business office or offices of said Bank Agent) and make them available for public inspection.
(Inspection of Explanatory Statements, etc., of an Entrusting Bank)
Article 34-60 (1) A Bank Agent shall commence to make available the documents that its Entrusting Bank prepares pursuant to the provisions of Article 20, paragraphs (1) and (2) of The Act and Article 21, paragraphs (1) and (2) (in the cases where said Entrusting Bank is a Branch Office Of A Foreign Bank, including documents as prescribed in Article 19-2, paragraphs (3) and (4)), or the documents that a Bank Holding Company of which a Subsidiary Company is said Entrusting Bank prepares pursuant to the provisions of Article 52-28 of The Act and Article 52-29, paragraph (1) (in the cases where the Bank Holding Company of which a Subsidiary Company is said Entrusting Bank is a Bank Holding Company located in a foreign state, documents as prescribed in Article 34-26, paragraphs (2) and (3)) (including electromagnetic records prepared pursuant to the provisions of Article 20, paragraph (3) of The Act; and Article 21, paragraph (3); Article 52-28, paragraph (2); and Article 52-29, paragraph (2); hereinafter referred to as "Inspection Documents" in this paragraph and the following paragraph) for inspection within four (4) months (in the cases where said Entrusting Bank is a Branch Office Of A Foreign Bank, or that a Bank Holding Company of which a Subsidiary Company is said Entrusting Bank is a Bank Holding Company located in a foreign state, within six (6) months after the close of a business year) after each business year of said Entrusting Bank or a Bank Holding Company of which a Subsidiary Company is said Entrusting Bank, and shall make the documents available for public inspection until the commencement of inspection of each Document Subject To Inspection pertaining to the business year following said business year.
(2) A Bank Agent, in the cases where a Document Subject To Inspection may not be available for inspection before the end of the period as prescribed in the preceding paragraph due to a compelling reason, shall obtain prior approval of the Commissioner of the Financial Services Agency (with regard to a Bank Agent other than a Bank Agent designated by the Commissioner of the Financial Services Agency, the Director General of the Local Finance Bureau who has jurisdiction over the location of the principal business office or offices of said Bank Agent (with regard to said location within the jurisdictional district of the Fukuoka Local Finance Branch Bureau, the Director General of the Fukuoka Local Finance Branch Bureau)) and may postpone the commencement of said inspection.
(3) A Bank Agent, when intending to obtain an approval pursuant to the provisions of the preceding paragraph, shall submit a written application for approval attached with a written statement of reasons to the Commissioner of the Financial Services Agency, Etc.
(4) The Commissioner of the Financial Services Agency, Etc., when an application of approval is filed pursuant to the provisions of the preceding paragraph, shall examine whether there is a compelling reason for the Bank Agent that filed said application to postpone the commencement of inspection pursuant to the provisions of paragraph (1).
(5) Measures as provided by Cabinet Office Ordinance as prescribed in Article 52-51, paragraph (2) of The Act shall be a method to display matters recorded in an electromagnetic record on paper or a screen.
Section 4 Supervision
(Notification of Discontinuance, etc.)
Article 34-61 A person that submits a notification pursuant to the provisions of Article 52-52, according to the categories listed in the top columns of the Appended Table 3, shall submit a written notice stating the matters as provided in the middle columns of the same table, and attach the documents as prescribed in the bottom columns of the same table to the Commissioner of the Financial Services Agency, Etc.
(Application, etc., of Approval Pertaining to the Effect of Permission)
Article 34-62 (1) A person that has obtained a permission as prescribed in Article 52-36, paragraph (1) of The Act, when intending to obtain an approval pursuant to the provisions of Article 52-57, item (iii) of The Act, shall submit a written application for approval attached with a written statement of reasons to the Commissioner of the Financial Services Agency, Etc.
(2) The Commissioner of the Financial Services Agency, Etc., when an application of approval is filed pursuant to the provisions of the preceding paragraph, shall examine whether it conforms to the following standards:
(i) there shall be a reason that is found to be compelling that the Bank Agency Service cannot be commenced within six (6) months from the date the permission as prescribed in Article 52-36, paragraph (1) of The Act is obtained;
(ii) it shall be expected that the Bank Agency Service can be commenced within a reasonable period;
(iii) with regard to matters based on an examination of said permission, it shall be expected that there will not be material changes until the expected time of commencement of the Bank Agency Service.
Section 5 Entrusting Bank, etc.
(Measures to Ensure Appropriateness, etc. of the Business of Bank Agency Service by an Entrusting Bank)
Article 34-63 (1) An Entrusting Bank shall take the following measures in order to ensure sound and appropriate business management pertaining to Bank Agency Service of a Bank Agent::
(i) measures regarding the Bank Agent and employees of its Bank Agency Service for guidance of business pertaining to Bank Agency Service, implementation, etc. of training for compliance with laws and regulations, etc. concerning Bank Agency Services;
(ii) measures for necessary and appropriate supervision, etc. of the Bank Agent, such as viewing whether the Bank Agent carries out the business of Bank Agency Service appropriately by confirming the implementation status of business pertaining to said Bank Agency Service of the Bank Agent regularly or as necessary, etc. and ordering improvements if necessary;
(iii) measures, when it is found necessary to ensure sound and appropriate business management of the Bank Agent, to change the content or terminate the entrustment contract with the Bank Agent or sub-entrustment contract between an entrusting Bank Agent and an entrusted Bank Agent;
(iv) with regard to the acts that a Bank Agent performs and are as prescribed in the provisions of Article 2, paragraph (14), item (ii) of The Act, measures so that the Bank Agent itself conducts an examination if necessary;
(v) measures to ensure appropriate management of customer information, such as not to permit the Bank Agent wrongfully to acquire information concerning a customer from the Entrusting Bank;
(vi) measures to order the display of the trade name of the Entrusting Bank, lettering that indicates the Bank Agent as the agent of said Bank, and the trade name or name of said Bank Agent at the front of offices;
(vii) measures to prevent crime concerning business pertaining to Bank Agency Services at the business office or other office of the Bank Agent;
(viii) with regard to abolishment of a business office or office that carries out Bank Agency Service of a Bank Agent, measures to avoid considerably affecting the customers of said business office or other office, such as the succession of transactions pertaining to the customers of said business office or other office by a business office of the Entrusting Bank, another financial institution, or another Bank Agent, etc., without any problems;
(ix) measures necessary for the appropriate and prompt disposition of the customer claims pertaining to Bank Agency Service of the Bank Agent.
(2) The provisions of the preceding paragraph (excluding items (iv) and (viii)) shall apply mutatis mutandis to measures that an entrusting Bank Agent shall pursuant to take in order to ensure sound and appropriate business management of an entrusted Bank Agent. In this case, the term "Bank Agent" in the provisions of the same paragraph shall be deemed to be replaced with "an entrusted Bank Agent", and the term "Bank Agent" shall be deemed to be replaced with "Bank Agency Service carried out based on sub-entrustment"
(Entry of Registry of a Bank Agent)
Article 34-64 (1) An Entrusting Bank shall enter the following matters concerning a Bank Agent pertaining to said Entrusting Bank in a registry (hereinafter referred to as "Registry" in this Article) as prescribed in Article 52-60, paragraph (1) of The Act:
(i) trade name or name of the Bank Agent;
(ii) in the cases where the Bank Agent is a juridical person, the name of its representative person;
(iii) content of Bank Agency Service;
(iv) name and address of the business office or office that carries out Bank Agency Service; and
(v) the date that the permission as prescribed in Article 52-36, paragraph (1) of The Act is obtained.
(2) In addition to those matters as listed in each item of the preceding paragraph, in the cases where a Bank Agent pertaining to said Entrusting Bank corresponds to a category as listed in each of the following items, the matters listed in said each item shall be entered in the Registry:
(i) an entrusting Bank Agent: the matters as listed in each item of the preceding paragraph pertaining to an entrusted Bank Agent that is entrusted by said entrusting Bank Agent;
(ii) an entrusted Bank Agent: the matters as listed in each item of the preceding paragraph pertaining to an entrusting Bank Agent that entrusts to an entrusted Bank Agent.
(3) The business offices as provided by Cabinet Office Ordinance as prescribed in Article 52-60, paragraph (1) of The Act shall be following business offices:
(i) an unmanned business office of an Entrusting Bank; and
(ii) a business office located in a foreign state of an Entrusting Bank.
Chapter VIII-3 Designated Dispute Resolution Organization
Section 1 General Rules
(Calculation of Percentage)
Article 34-65 The calculation of percentage prescribed in Article 52-62, paragraph (1), item (viii) of the Act shall be made by dividing the number of Banks that have raised objection (limited to objection based on reasonable grounds) about the terms of termination of the Dispute Resolution Basic Contract, other terms of the Dispute Resolution Basic Contract (excluding the matters listed in the items of Article 52-67, paragraph (2), of the Act) , and other details of the operational rules (excluding the matters that shall be contained therein pursuant to the provision of Article 52-67, paragraph (3) of the Act and matters necessary for their compliance with the standards listed in the items of paragraph (4) and item (i) of paragraph (5) of the same Article) by submitting, to the person intending to file an application pursuant to Article 52-62, paragraph (1) of the Act, a document (which shall be referred to as "Written Opinion" in the following Article) stating whether or not said Banks have any objection about the details of the operational rules (which means the operational rules prescribed in item (vii) of Article 52-62, paragraph (1) of the Act; hereinafter the same shall apply in this Article, paragraph (1) of the following Article, and Article 34-77, paragraph (2)) and, if any, the detail of and reasons for such objection, by the number of banks published by the Commissioner of the Financial Services Agency (which shall be referred to as "All Banks" in the following Article and Article 34-68, paragraph (2)) on the date the person intending to file said application delivered or sent the operational rules prescribed in paragraph (1), item (ii), of the following Article (in the cases where such rules were delivered or sent over two or more dates, the last of such dates ; the same shall apply in Article 34-67).
(Hearing Banks, etc.)
Article 34-66 (1) A person who intends to file an application pursuant to Article 52-62, paragraph (1) of the Act shall, when explaining to Banks the details of its operational rules and hearing their opinions on whether they have any objection (if any, including reasons therefor) pursuant to the provision of paragraph (2) of the same Article, shall hold an orientation meeting as prescribed below:
(i) The date and place of the orientation meeting shall be determined for the convenience of All Banks to attend.
(ii) The person who intends to file said application shall deliver or send to All Banks, no later than two (2) weeks prior to the date of the orientation meeting (the date of the first meeting when holding two or more meetings), documents and operational rules (which shall be referred to as "Operational Rules, etc." in the following Article and Article 34-68, paragraph (2)) stating the following matters:
(a) trade name or name, location of principal business office or other offices, telephone numbers or other contacts of the person who intends to hold such orientation meeting;
(b) date and place of the orientation meeting.
(c) a statement to the effect that Banks shall submitto said person intending to file said application Written Opinions within certain period following the date of orientation meeting (the date of the last orientation meeting when two or more meetings are held);
(iii) a statement to the effect that the certain period referred to in (c) of the preceding item is not less than two (2) weeks.
(2) The document stating the results prescribed in Article 52-62, paragraph (2), of the Act shall state all of the following matters:
(i) dates and places of all orientation meetings;
(ii) whether or not All Banks attended the orientation meeting;
(iii) whether or not All Banks submitted Written Opinions;
(iv) whether or not Written Opinions submitted contained any objection;
(v) in the cases where the Written Opinions submitted contained any objection that does not fall under the objection prescribed in Article 52-62, paragraph (1), item (viii) of the Act, a statement to that effect and reasons why it was deemed not to fall under the objection prescribed in the same item.
(3) The document prescribed in the preceding paragraph shall be accompanied with all of the Written Opinions submitted by the Banks.
(Filing of Designated Application)
Article 34-67 The designated application prescribed in Article 52-63, paragraph (1) of the Act shall be filed within three (3) months from the date the operational rules were delivered or sent.
(Documents Attached to Designated Application)
Article 34-68 (1) The documents provided by Cabinet Office Ordinance as prescribed by Article 52-63, paragraph (2), item (v), of the Act shall be the following documents:
(i) the balance sheet, the income and expenditure account statement or the profit and loss statement for the business year immediately preceding the business year that includes the date of application prescribed in Article 52-62, paragraph (1), of the Act and an inventory list of property as of the end of such immediately preceding business year or any documents equivalent thereto (in the cases where the person intending to apply for the designation pursuant to the provision of the same paragraph (which shall be referred to as "Applicant" in paragraph (3)) is a Juridical Person (which means a Juridical Person prescribed in paragraph (1), item (i) of the same Article; the same shall apply in Article 34-74, paragraph (3), item (iii)) established during the business year that includes said date of application, an inventory of property as of the date of said establishment or any document equivalent thereto).
(ii) a document giving an estimate of income and expenditure after the designation is earned pursuant to Article 52-62, paragraph (1), of the Act.
(2) The documents provided by Cabinet Office Ordinance as prescribed by Article 52-63, paragraph (2), item (vi), of the Act shall be the following documents:
(i) the Operational Rules, etc., delivered or sent to All Banks pursuant to the provision of Article 34-66, paragraph (1) , item (ii);
(ii) documents certifying the dates and the methods on or by which the Operational Rules, etc. were delivered or sent to All Banks;
(iii) in the cases where Operational Rules, etc. were sent to a Bank, documents certifying the matters in (a) or (b) below for the categories of cases set forth respectively therein to indicate whether or not the Operational Rules, etc. were actually serviced to said Bank and other facts pertaining to such service;
(a) if serviced, the date of such service;
(b) if not serviced, reason why they were not serviced by normal methods of service.
(3) The documents provided by Cabinet Office Ordinance as prescribed by Article 52-63, paragraph (2), item (vii), of the Act shall be the following documents:
(i) a document stating the trade name or name, address, or locations of principal business office or offices of any person holding voting rights exceeding 5% of the Voting Rights Held by All of the Shareholders, Etc. (which means the voting rights of All Shareholders, All Employees, All Members, All Partners, or All Investors; the same shall apply in the following item and Article 34-77, paragraph (2)) of the Applicant and the number of voting rights held;
(ii) a document stating the trade name or name, locations of principal business office or offices, and line of business of the parent Juridical Person (which means a Juridical Person or any other organization holding the majority of the voting rights of all Shareholders, etc. of the Applicant) and Subsidiary Companies (which means Juridical Persons and other organizations of which the majority of Voting Rights Held by All of the Shareholders, etc. is held by the Applicant);
(iii) an extract of the certificate of residence of the officers (in the cases where the officer is a Juridical Person, including persons in charge of its business; hereinafter the same shall apply in this paragraph and Article 34-71 and Article 34-72) (in the cases where any officer does not have Japanese nationality, a certificate of registered matters of his/her alien registration card) or any document equivalent thereto (in the cases where any officer is a Juridical Person, a certificate of registered matters of said officer);
(iv) a certificate of authorities that any officer does not fall under Article 52-62, paragraph (1), item (iv)(a) and (b) (in the cases where any officer does not have Japanese nationality, a written pledge by said officer that he/she does not fall under (a) and (b) of the same item);
(v) CV of every officer (in the cases where the officer is a Juridical Person, a document describing the history of said officer);
(vi) a document describing the progress of recruitment of candidates for Dispute Resolution Commissioners (which means Dispute Resolution Commissioner prescribed in Article 52-64, paragraph (1), of the Act; the same shall apply in Article 34-75, paragraph (2), item (iii)) and officers and employees having knowledge and experience in dispute resolution services and assignment of said commissioners (hereinafter referred to as "Officers, etc." in this item, following item, and Article 34-77);
(vii) a written pledge by each Officer, etc. that he/she is not a member of an organized crime group, etc. (which means a member of anorganized crime group, etc. prescribed in Article 52-69 of the Act; the same shall apply in Article 34-77, paragraph (1), item (ii));
(viii) documents stating other matters for reference.
Section 2 Services
(Matters to Be Prescribed in Operational Rules)
Article 34-69 The matters provided by Cabinet Office Ordinance as prescribed in Article 52-67, paragraph (1), item (viii), of the Act shall be the following matters:
(i) matters pertaining to hours of dispute resolution services and holidays;
(ii) matters pertaining to name and location of business offices or offices, and areas covered by dispute resolution services of said business offices or offices;
(iii) matters pertaining to supervision of employees providing dispute resolution services;
(iv) in the cases where complaint handling or dispute resolution services are outsourced, matters pertaining to said outsourcing;
(v) other matters necessary for dispute resolution services.
(Terms of Dispute Resolution Basic Contract)
Article 34-70 The matters provided by Cabinet Office Ordinance as prescribed in Article 52-67, paragraph (2), item (xi), of the Act shall be that, when a customer of a Member Bank (which means a Member Bank prescribed in Article 52-65, paragraph (2) of the Act; the same shall apply hereinafter), which is a party to the dispute, applies, a Designated Dispute Resolution Organization may investigate the progress of fulfillment of obligations prescribed in settlement in the dispute resolution procedure and may recommend that said Member Bank fulfill said obligations.
(Substantial Controller, etc.)
Article 34-71 The persons provided by Cabinet Office Ordinance as being in a relationship that substantially controls or materially influences the business of a Designated Dispute Resolution Organization prescribed in Article 52-67, paragraph (4), item (iii) of the Act by holding shares of and giving loans to said Designated Dispute Resolution Organization or by any other means are the persons listed in the following and who are not found to be obviously incapable of controlling the business policy decisions or materially influencing the business of said Designated Dispute Resolution Organization in light of their business relationship:
(i) in the cases where the total number of voting rights held by a particular person on said person's own account, voting rights held by persons who are found to exercise their voting rights in the same manner as the intent of said particular person due to a close relationship with said particular person in terms of contribution, personnel affairs, funds, technology, transactions, or other matters, and persons who agree to exercise their voting rights in the same manner as the intent of said particular person accounts for one third or more of the voting rights of the Designated Dispute Resolution Organization (including the cases where said particular person does not hold any voting rights on the person's own account), said particular person;
(ii) a person who is or has been an officer of the Designated Dispute Resolution Organization;
(iii) a relative within the third degree of kinship of an officer of the Designated Dispute Resolution Organization;
(iv) a person who has any of the persons listed in the preceding two items as his/her/its representative (including a representative or administrator of an organization which is not a juridical person and appoints a representative or an administrator; the same shall apply in item (iv) of the following Article);
(v) a person for whom one third or more of the officers of the Designated Dispute Resolution Organization are or have been his/her/its own officers or employees;
(vi) a person who has concluded a contract with the Designated Dispute Resolution Organization for controlling decisions on the business policy of said organization;
(vii) in the cases where a particular person provides a loan (including a guarantee of liabilities and provision of collateral; the same shall apply in this item and item (vii) of the following Article) for onethird or more of the total amount of the procured funds (limited to those included in the liabilities on the balance sheet; the same shall apply in this item and item (vii) of the following Article) of the Designated Dispute Resolution Organization (including cases where the amount of such loan exceeds onethird of the total amount of the procured funds when combined with the amount of a loan provided by a person with a close relationship with said particular person in terms of contribution, personnel affairs, funds, technology, transactions or other matters), said particular person;
(viii) in addition to the persons set forth in the preceding items, a particular person whose circumstances suggest that he/she/it has control over the business policy decisions of the Designated Dispute Resolution Organization;
(ix) in the cases where a particular person has, with any of the persons listed in the preceding items, a relationship similar to the relationship between any of the persons listed in the preceding items (excluding items (ii) to (iv); hereinafter the same in this item) and the Designated Dispute Resolution Organization as prescribed respectively in the preceding items, said particular person;
(x) in the cases where any of the persons listed in items (i) to (viii) has, with a particular person, a relationship similar to the relationship between the Designated Dispute Resolution Organization set forth in item (i) or items (v) to (viii) of the following Article and the persons listed in the respective items, said particular person.
(Subsidiary Company, etc.)
Article 34-72 The persons provided by Cabinet Office Ordinance as being in a relationship where the Designated Dispute Resolution Organization has substantial control over their businesses as prescribed in Article 52-67, paragraph (4), item (iii), of the Act by holding shares or other means are those persons listed in the following items where the Designated Dispute Resolution Organization is not found to be obviously incapable of controlling the business policy decisions of said persons listed in the respective items in light of their business relationship.
(i) in the cases where the total number of voting rights held by a Designated Dispute Resolution Organization on its own account, voting rights held by persons who are found to exercise their voting rights in the same manner as the intent of said designated dispute resolution organization due to a close relationship with said organiz ation in terms of contribution, personnel affairs, funds, technology, transactions, or other matters, and persons who agree to exercise their voting rights in the same manner as the intent of said Designated Dispute Resolution Organization accounts for one third or more of the voting rights of another Juridical Person, or an organization that is not a Juridical Person and appoints a representative or an administrator (hereinafter referred to as "Juridical Person, etc." in this item and item (v)) (including the cases where thedispute resolution organization does not hold any voting rights on its own account), said another Juridical Person, etc.;
(ii) a person who is or has been an officer or an employee of the Designated Dispute Resolution Organization;
(iii) a relative within the third degree of kinship of an officer of the Designated Dispute Resolution Organization;
(iv) a person who has any of the persons listed in the preceding two items as his/her/its representative;
(v) in the cases where those listed in the preceding two items account for one third or more of the officers of another Juridical Person, etc. , said another Juridical Person, etc.;
(vi) in the case where the Designated Dispute Resolution Organization has concluded a contract with a particular person for controlling business policy decisions of said particular person, said particular person;
(vii) in the cases where a Designated Dispute Resolution Organization provides a loan for one third or more of the total amount of the procured funds of a particular person (including cases where the amount of such loan exceeds onethird of the total amount of the procured funds when combined with the amount of a loan provided by a person with a close relationship with said Designated Dispute Resolution Organization in terms of contribution, personnel affairs, funds, technology, transactions or other matters), said particular person;
(viii) in addition to the persons set forth in the preceding items, in the cases where the circumstances of a Designated Dispute Resolution Organization suggest that it has control over the business policy decisions of a particular person, said particular person;
(ix) in the cases where any of the persons listed in the preceding items has, with a particular person, a relationship similar to the relationship between the Designated Dispute Resolution Organization in the preceding items (excluding items (ii) to (iv); hereinafter the same shall apply in this item) and any of the persons listed therein respectively, said particular person.
(Entry in Record of Complaint Handling Procedure, etc.)
Article 34-73 (1) Pursuant to the provision of Article 52-71 of the Act, the Designated Dispute Resolution Organization shall, with regard to complaint handling procedure it performed, keep the following record stating the foll o wing matters:
(i) date and details of the application filed by a customer of a Member Bank for resolution of a Complaint Pertaining to Banking Services (which means a Complaint Pertaining to Banking Services prescribed in Article 2, paragraph (19) of the Act; the same shall apply in paragraph (3), item (iii) of the following Article);
(ii) name and trade name of the customer of a Member Bank who filed the application in the preceding item and those of his/her attorney; and trade name of said Member Bank;
(iii) history of the complaint handling procedure performed;
(iv) results of the complaint handling procedure (including the reasons and date of the termination of the complaint handling procedure).
(2) The Designated Dispute Resolution Organization shall retain the records of the matters prescribed in the preceding paragraph for a minimum of five (5) years from the date the complaint handling procedure it performed terminated.
(Interests of Dispute Resolution Commissioners, Etc. )
Article 34-74 (1) A person who has interests in a party to the dispute (hereinafter referred to simply as "Party to the Dispute" ) prescribed in Article 52-65, paragraph (2) of the Act pertaining to the application in Article 52-73, paragraph (1) of the Act as prescribed in paragraph (3) of the same Article, shall be a person who falls under any of the following items:
(i) a person who is or ha d been the spouse of a Party to the Dispute;
(ii) a person who is or had been a relative by blood within the fourth degree of kinship of a Party to the Dispute; or a relative by marriage or a relative living together within the third degree of kinship of a Party to the Dispute;
(iii) guardians, supervisors of guardians, curators, supervisors of curators, assistants or supervisors of assistants of a Party to the Dispute;
(iv) a person who is or had been the attorney or assistant of a Party to the Dispute Pertaining to Banking Services pertaining to the application (which means a Dispute Pertaining to Banking Services prescribed in Article 2, paragraph (20) of the Act; the same shall apply in the following Article);
(v) a person who earns an income from a Party to the Dispute for provision of services or for whom three (3) years has not passed from the date he/she/it stopped doing so.
(2) The person provided by Cabinet Office Ordinance as prescribed in Article 52-73, paragraph (3), item (iii), of the Act shall be a person who holds any of the qualifications below and has been engaged for at least five (5) years in total in a service providing Consumer Affairs Consultation (which means the Consumer Affairs Consultation prescribed in Article 13, paragraph (3), item (v)(a) of the Consumer Contract Act (Act No.61 of 2000)):
(i) title of a specialized consumer affairs consultant given by the Incorporated Administrative Agency National Consumer Affairs Center of Japan;
(ii) title of a consumer affairs advisor given by Japan Industrial Association (which means the Juridical Person established on February 26, 1918 as the National Production Promotion Association);
(iii) title of a consumer affairs consultant given by Japan Consumer Association (which means the Juridical Person established on September 5, 1961 as Japan Consumer Association).
(3) The persons provided by Cabinet Office Ordinance as prescribed in Article 52-73, paragraph (3), item (v) of the Act shall be the following persons:
(i) a person who has been in one or more of the following occupations for at least five (5) years in total:
(a) judge;
(b) assistant judge;
(c) public prosecutor;
(d) attorney at law;
(e) professor or associate professor at a department, major course, or graduate school for the study of law at a university as stipulated by the School Education Act (Act No. 26 of 1947);
(ii) person who has been in one or more of the following occupations for at least five (5) years in total:
(a) public accountant;
(b) licensed tax accountant;
(c) professor or associate professor at a department, major course, or graduate school for the study of economics or commercial science at a university as stipulated by the School Education Act.;
(iii) a person who, at a Juridical Person providing services of handling Complaints Pertaining to Banking Services or services pertaining to the handling of Complaints Pertaining to Banking Services, has engaged for at least ten (10) years in total in such services as investigation, guidance, advice, rulemaking, etc. necessary to ensure the protection of clients;
(iv) a person recognized by the Commissioner of the Financial Services Agency as having knowledge and experience equal to or greater than a person listed in any of the preceding three items.
(Explanation to a Customer of a Member Bank Who Is a Party to the Dispute Pertaining to Banking Services)
Article 34-75 (1) A Designated Dispute Resolution Organization, in giving explanation prescribed in Article 52-73, paragraph (8), of the Act and when requested by a customer of a Member Bank, who is a party to the Dispute Pertaining to Banking Service, to deliver a written document, shall deliver a written document and give an explanation.
(2) The matters provided by Cabinet Office Ordinance as prescribed in Article 52-73, paragraph (8) , item (iii) of the Act shall be the following matters:
(i) method of handling secrets of the parties and third parties to the Dispute Pertaining to Banking Services contained in opinions offered or information materials submitted or presented in the course of a Dispute Resolution Procedure or recorded in the Dispute Resolution Record prescribed in Article 52-73, paragraph (9) of the Act (referred to as "Dispute Resolution Record" in paragraph (1) of the following Article);
(ii) r equirements to be fulfilled for the parties to a Dispute Pertaining to Banking Services to terminate such procedure and method of termination;
(iii) a statement to the effect that, when the Dispute Resolution Commissioner finds the parties to a Dispute Pertaining to Banking Services unlikely to reach a settlement through a Dispute Resolution Procedure, the Commissioner shall promptly terminate the Dispute Resolution Procedure and notify the parties to the Dispute Pertaining to Banking Services to that effect;
(iv) whether or not there are written documents to be established when the parties to a Dispute Pertaining to Banking Services reached a settlement and, if there are, the name of the person to establish such documents, number of duplicates, and other outlines pertaining to the establishment of such documents.
(Preservation and Establishment of Dispute Resolution Record)
Article 34-76 (1) A Designated Dispute Resolution Organization shall preserve the Dispute Resolution Record for at least ten (10) years from the date the Dispute Resolution Procedure it performed ended.
(2) The matters provided by Cabinet Office Ordinance as prescribed in Article 52-73, paragraph (9), item (vi) of the Act shall be the following matters:
(i) description of the Application for Resolution of Dispute;
(ii) in the cases where a Special Mediation (which means the special mediation prescribed in Article 52-67, paragraph (6), of the Act; hereinafter the same shall apply in this item) was proposed in the Dispute Resolution Procedure, the description of such mediation and the date of proposal;
(iii) in the cases where the Dispute Resolution Procedure resulted in a settlement, the description of such settlement.
Section 3 Supervision
(Matters to Be Notified)
Article 34-77 (1) A Designated Dispute Resolution Organization shall, when intending to file a notification pursuant to Article 52-79 of the Act, file a written notification with the Commissioner of the Financial Services Agency, with a statement of reasons and documents stating other matters for reference attached thereto (in the cases listed in the following items, including matters listed in respective items):
(i) in the cases listed in Article 52-79, item (i), of the Act, the date of conclusion or termination of the Dispute Resolution Basic Contract and the trade name of the Bank;
(ii) in the cases listed in item (vi) of the following paragraph, a written pledge by persons appointed Officer(s), etc. of the Designated Dispute Resolution Organization that they are not members of any organized crime group;
(iii) in the cases listed in item (vii) of the following paragraph, the reasons why the Organization suspects that the Bank may fail to fulfill obligations under Dispute Resolution Basic Contract and other obligations pertaining to dispute resolution services and the trade name of said Bank; .
(iv) in the cases listed in item (viii) and (ix) of the following paragraph, the following matters:
(a) name of the business office or office where said act took place;
(b) name or trade name and title of the officer who committed said act;
(c) outline of said act;
(d) remedies to take.
(2) The occasions provided by Cabinet Office Ordinance as prescribed in Article 52-79, item (ii), of the Act shall be the following occasions:
(i) when the organization changed the articles of incorporation or other regulations equivalent thereto;
(ii) when the Parent Juridical Person (which means a Juridical Person or other organization holding the majority of the Voting Rights Held by All the Shareholders, etc. of the Designated Dispute Resolution Organization; the same shall apply in the following item) or a Subsidiary Juridical Person (which means a Juridical Person or other organization of which the majority of the Voting Rights Held by All the Shareholders, etc. is held by the Designated Dispute Resolution Organization; the same shall apply in the item (iv)) changed their trade name or name, the location of principal business office or office, or the line of business;
(iii) _when the Parent Juridical Person ceased to be the Parent Juridical Person;
(iv) when a Subsidiary Juridical Person ceases to be a Subsidiary Juridical Person or when the Designated Dispute Resolution Organization acquired or held the voting rights of a Subsidiary Juridical Person;
(v) when a person acquired or held voting right exceeding five (5) percent of the Voting Rights Held by All the Shareholders, etc. of the Designated Dispute Resolution Organization;
(vi) when, after a designated application prescribed in Article 52-63, paragraph (1) of the Act was filed, there was a person newly appointed an Officer, etc. of the Designated Dispute Resolution Organization;
(vii) when a Bank offered to conclude a Dispute Resolution Basic Contract and the Designated Dispute Resolution Organization refused said offer;
(viii) when the Designated Dispute Resolution Organization learned that an Officer, etc. of the Designated Dispute Resolution Organization or its outsourcee, in providing Dispute Resolution Services (at the outsourcee, limited to services outsourced by the Designated Dispute Resolution Organization), committed an act violating a law or regulation or Operational Rules of said Designated Dispute Resolution Organization;
(ix) when the Designated Dispute Resolution Organization learned that a Member Bank or its Officer, etc. committed an act violating the Operational Rules of the Designated Dispute Resolution Organization.
(3) Notifications to be filed when the Designated Dispute Resolution Organization fell under items (viii) or (ix) of the preceding paragraph shall be filed within one (1) month from the date the Designated Dispute Resolution Organization learned the facts prescribed in those provisions.
(Submission of Reports on Dispute Resolution, etc. Services)
Article 34-78 (1) A report on Dispute Resolution, etc. Services, to be established by a Designated Dispute Resolution Organization pursuant to Article 52-80, paragraph (1), of the Act shall be established pursuant to Appended Form No.20 and submitted to the Commissioner of the Financial Services Agency within three (3) months of the end of the business year.
(2) The report submitted pursuant to the preceding paragraph shall be accompanied with the inventory of property, balance sheet, income and expenditure account statement or profit and loss statement, or any documents equivalent thereto, for the last business year.
(3) A Designated Dispute Resolution Organization, in the cases where it is unable to submit the report prescribed in paragraph (1) within the period prescribed in the same paragraph for compelling reasons, may postpone said submission under the prior approval of the Commissioner of the Financial Services Agency.
(4) A Designated Dispute Resolution Organization, when intending to gain approval prescribed in the preceding paragraph, shall submit a written statement of reasons attached to a written application for approval to the Commissioner of the Financial Services Agency.
(5) When an application for approval is filed pursuant to the preceding paragraph, the Commissioner of the Financial Services Agency shall examine the validity of the compelling reasons for the Designated Dispute Resolution Organization, the applicant, to postpone the submission as prescribed in paragraph (3).
Chapter IX Miscellaneous Provisions
(Matters to be Notified)
Article 35 (1) The cases as provided by Cabinet Office Ordinance as prescribed in Article 53, paragraph (1), item (viii) of The Act shall be the following cases:
(i) the cases where the articles of incorporation are changed;
(ii) the cases of intending to issue share options or bonds with share options;
(iii) the cases where a director representing a Bank or a director engaging in ordinary business of a Bank (in the case of a company with committees, a representative director or an executive officer) is appointed or resigns;
(iii)-2 in the cases of a company with accounting advisors, an accounting advisor is appointed or resigns;
(iv) in the cases where a Sub-Office as prescribed in Article 9, paragraph (1), item (i) (excluding a temporary or circuit-type facility or an unmanned facility) is opened, relocated, or abolished or a Sub-Office as prescribed in Article 9-2, paragraph (3), item (i) is established;
(v) in the cases of intending to abolish a Sub-Office as prescribed in Article 9-2, paragraph (3), item (ii) or to change the location of a business office in a foreign state (excluding cases corresponding to the following item; or Article 9, paragraph (1), item (ii) or item (iii));
(v)-2 in the cases where a Sub-Office in a foreign state (limited to a temporary or circuit-type facility or an unmanned facility) is abolished or its location is changed (excluding cases as listed in Article 9, paragraph (1), item (ii) or (iii));
(vi) in the cases where a facility or equipment for which all or part of business as prescribed in Article 10, paragraph (2) of The Act (excluding cases specified separately by the Commissioner of the Financial Services Agency) is established or installed, of which location is changed, is abolished, or the content of business carried out in said facility or with said equipment is changed;
(vi)-2 in the cases where a contract of Bank Agency Service is concluded, said contract is changed, or said contract is terminated (including the cases where sub-entrustment of an entrusted Bank Agency Service is authorized);
(vi)-2-2 in the cases where a contract to entrust agency or intermediary of concluding a contract pertaining to the business as prescribed in Article 10, paragraph (2) of The Act, said contract is changed, or said contract is terminated;
(vi)-3 in the cases of intending to establish a Specified Transaction Account;
(vi)-4 in the cases of intending to abolish a Specified Transaction Account;
(vii) in the cases of intending to change business hours as prescribed in Article 16, paragraph (3) at all or part of a business office (excluding a temporary or circuit-type facility or an unmanned facility) of a Bank (excluding a cases where business hours as prescribed in paragraph (1) of the same Article are ensured);
(viii) in the cases where another company (excluding a company required to submit a notification as prescribed in the same item with regard to making the company as a Subsidiary Company pursuant to the provisions of Article 53, paragraph (1), item (ii) of The Act) is made as a Subsidiary Company due to a reason listed in each item of Article 17-4, paragraph (1);
(ix) in the cases where voting rights of its Subsidiary Company are acquired or held;
(x) in the cases where a Subsidiary Company changes its name or the location of the head office or principal business office or other office, is merged, or abolished all business (excluding cases as prescribed in Article 53, paragraph (1), item (iii) of The Act);
(xi) in the cases where a Bank or its Subsidiary Company acquires or holds voting rights of a company in Japan (which means a company in Japan as prescribed in Article 16-3, paragraph (1) of The Act; the same shall apply in item (xiii)) for which the total number exceeds the voting right holding threshold (which means the voting right holding threshold as prescribed in the same paragraph; hereinafter the same shall apply in this paragraph) due to reasons listed in each item of Article 17-16, paragraph (1);
(xii) in the cases where a Bank or its Subsidiary Company acquires or holds voting rights of a company eligible as a Subsidiary Company (which means a Company Eligible as a Subsidiary Company as prescribed in Article 16-2, paragraph (1) of The Act) for which the total number exceeds the voting right holding threshold;
(xiii) in the cases where a Bank or its Subsidiary Company no longer holds the portion of voting rights for which the total number exceeds the voting right holding threshold of a company in Japan;
(xiv) in the case of a new holding of a juridical person corresponding to any of the juridical persons as listed in each item of Article 14-4 or Article 14-12 (excluding a Subsidiary Company; which is referred to as "Special Relevant Person" in the following item and item (xvi));
(xv) in the cases where a said Special Relevant Person is no longer a Special Relevant Person;
(xvi) in the cases where a Special Relevant Person of a company (excluding a Subsidiary Company of said Bank, or a foreign company) or a Bank, for which the total number of voting rights exceeding the voting right holding threshold are held by a Bank or its Subsidiary Company, or the case of a Bank that changes the content of its business;
(xvi)-2 in the cases where a liaison office that is established in a foreign state is abolished or changed;
(xvii) in the cases of intending to establish a facility in a foreign state for business concerning Banking Business (excluding a liaison office), or the cases where said facility is abolished or its location is changed;
(xviii) in the cases where a Bank with a Specified Transaction Account or a Branch Office Of A Foreign Bank That Submitted Notification Of A Specified Transaction Account intends to change the type of transactions which are intended to be transacted as specified transactions, or any other matters pertaining to the documents as prescribed in paragraph (5), item (i) (excluding cases of intending to make an immaterial change);
(ixx) in the cases where a Branch Office Of A Foreign Bank intends to establish an account equivalent to a Specified Transaction Account;
(xx) when calculating consolidated capital adequacy ratio of a Bank and its Subsidiary Company, etc., pursuant to as specified by the Commissioner of the Financial Services Agency, in the cases of intending to use a method that includes a part among the company's assets, liabilities, profit, and expenditures that pertains to a Bank and a consolidated Subsidiary, Etc. (which means a Subsidiary, Etc., of said Bank that is included within the scope of consolidation) into the scope of consolidation;
(xxi) in the cases of intending to suspend the use of the method as prescribed in the preceding item;
(xxii) in the case of intending to borrow money by a subordinated loan (which means a subordinated loan as prescribed in Article 2, paragraph (6) of the Financial Strengthening Act; the same shall apply in the following item and paragraph (3)) or in the case of intending to issue a subordinated company bond (which means a subordinated company bond as prescribed in Article 2, paragraph (5) of the Financial Strengthening Act, the same shall apply in the following item and paragraph (3));
(xxiii) in the case of intending to make a payment prior to expiration of the term with regard to debt pertaining to a subordinated loan or in the case of intending to redeem prior to expiration of the term with regard to a subordinated company bond (including a case of intending to make a payment or redemption for debt without a term);
(xxiv) in the cases of intending to acquire a company's own shares according to the resolution of a shareholders meeting or a resolution of the board of directors pursuant to the provisions of Article 156, paragraph (1) of the Companies Act (including cases of the provisions being applied by being deemed to be replaced with provisions of Article 165, paragraph (3) of the same Act);
(xxv) in the case of having learned that misconduct occurred (with regard to a trustee of business, limited to those pertaining to business entrusted by said Bank) in a Bank, its Subsidiary Company, or a trustee of business (which is referred to as "Bank, Etc." in paragraph (7));
(xxvi) in the case of intending to decrease the amount of a reserve;
(xxvii) in the cases where a dividend of surplus is paid pursuant to the provisions of Article 453 of the Companies Act;
(xxviii) in the cases where a Bank commences to make available for public inspection with regard to documents prepared pursuant to the provisions of Article 20, paragraph (1) or (2) of The Act and Article 21, paragraph (1) or (2) of The Act (including an electromagnetic record prepared pursuant to the provisions of Article 20, paragraph (3) of The Act and Article 21, paragraph (3) of The Act);
(xxix) in the cases where a Bank submits or submitted a business report and annexed detailed statement, prepared pursuant to the provisions of Article 435, paragraph (2) of the Companies Act, at an annual shareholders meeting.
(2) The cases as provided by Cabinet Office Ordinance as prescribed in Article 53, paragraph (2), item (vii) of The Act shall be the following cases; provided, however, that the same shall not apply to the cases where the major shareholder(s) of a Bank is a Bank or a Bank Holding Company:
(i) the cases where articles of incorporation or any other rules equivalent thereto are changed;
(ii) the cases where the name is changed, domicile, residence, principal business office or an office is established, its location is changed, or is abolished.
(3) The cases as provided by Cabinet Office Ordinance as prescribed in Article 53, paragraph (3), item (ix) of The Act shall be the following cases:
(i) the cases where articles of incorporation (with regard to a Bank Holding Company in a foreign state, articles of incorporation or any other rules equivalent thereto) is changed;
(ii) the cases of intending to issue share options or bonds with share options;
(iii) the cases of a director representing a Bank or a director engaging in ordinary business of a Bank (in the case of a company with committees, the representative director or an executive officer) (with regard to a Bank Holding Company in a foreign state, a director or director representing said Bank Holding Company in a foreign state or a person who is assigned to equivalent positions to the above, or a director or executive officer engaging in ordinary business of said Bank Holding Company in a foreign state or a person who engages in the duties equivalent to the above) is appointed or resigns;
(iii)-2 in the cases of a company with accounting advisors, an accounting advisor is appointed or resigns;
(iv) in the cases of intending to establish an office, to change its location, or to abolish an office;
(v) in the cases where another company (excluding a company required to submit a notification as prescribed in the same item with regard to making a company as a Subsidiary Company pursuant to the provisions of Article 53, paragraph (3), item (ii) of The Act) is held as a Subsidiary Company due to a reason listed in the items of Article 34-17, paragraph (1);
(vi) in the cases where a Subsidiary Company changes its name or the location of its head office, principal business office or other office, is merged, or abolished all of its business (excluding cases as prescribed in Article 53, paragraph (3), items (ii) and (iv) of The Act);
(vii) in the cases where a Bank Holding Company or its Subsidiary Company acquires or holds voting rights of a company in Japan (which means a company in Japan as prescribed in Article 52-24, paragraph (1) of The Act; the same shall apply in item (ix)) for which the total number exceeds the voting right holding threshold (which means the voting right holding threshold as prescribed in the same paragraph; the same shall apply in this paragraph) due to a reason listed in each item of Article 34-20, paragraph (1);
(viii) in the cases where a Bank Holding Company or its Subsidiary Company acquires or holds voting rights of a company eligible as a Subsidiary Company (which means a company eligible as a Subsidiary Company as prescribed in Article 52-23, paragraph (1) of The Act) for which the total number exceeds the voting right holding threshold in total;
(ix) in the cases where a Bank Holding Company or its Subsidiary Company no longer holds the portion of voting rights that exceed the voting right holding threshold of a domestic company;
(x) in the case of newly holding a juridical person corresponding to any person as listed in the items of Article 14-4 or each item of Article 34-23, as applied mutatis mutandis pursuant to Article 34-15, paragraph (1) (excluding a Subsidiary Company; which is referred to as "Special Relevant Person" in the following item and item (xii));
(xi) in the cases where said Special Relevant Person is no longer a Special Relevant Person;
(xii) in the cases where a Special Relevant Person of a company (excluding a Subsidiary Company of said Bank Holding Company or a foreign company), for which voting rights exceeding its voting right holding threshold is held by a Bank Holding Company or its Subsidiary Company in total, or of a Bank Holding Company changes the content of its business;
(xiii) Deleted
(xiv) Deleted
(xv) when calculating consolidated capital adequacy ratio of a Bank Holding Company and its Subsidiary Company, etc., in a case, pursuant to as specified by the Commissioner of the Financial Services Agency, of intending to use a method that includes a part among the company's assets, liabilities, profit, and expenditures that pertains to a Bank and consolidated Subsidiary, Etc. (which means a Subsidiary, Etc. of said Bank Holding Company that is included within the scope of consolidation) into the scope of consolidation;
(xvi) in the case of intending to suspend the use of the method as prescribed in the preceding item;
(xvii) in the case of intending to borrow money by a subordinated loan or intending to issue a subordinated company bond;
(xviii) in the case of intending to make payment prior to expiration of a term with regard to debt pertaining to a subordinated loan or intending to redeem prior to expiration of a term with regard to a subordinated company bond (including the cases of intending to make payment or to redeem debt without a term);
(ixx) in the cases of intending to decrease the amount of a reserve;
(xx) in the cases where a dividend from surplus is paid pursuant to the provisions of Article 453 of the Companies Act;
(xxi) in the cases where a Bank Holding Company commences to make available for public inspection at a Bank that is a Subsidiary Company of said Bank Holding Company, with regard to documents prepared pursuant to the provisions of Article 52-28, paragraph (1) of The Act and Article 52-29, paragraph (1) of The Act (including an electromagnetic record prepared pursuant to the provisions of Article 52-28, paragraph (2) of The Act and Article 52-29, paragraph (2) of The Act);
(xxii) in the cases where a Bank Holding Company submits or submitted a business report and annexed detailed statement prepared pursuant to the provisions of Article 435, paragraph (2) of the Companies Act to an annual shareholders meeting.
(4) The cases as provided by Cabinet Office Ordinance as prescribed in Article 53, paragraph (4) of The Act shall be the following cases:
(i) the cases where articles of incorporation or any other rules equivalent thereto are changed;
(ii) the cases where an entrustment agreement or sub-entrustment agreement pertaining to Bank Agency Service is changed;
(iii) the cases where public inspection is commenced based on the provisions of Article 52-51, paragraph (1) of The Act with regard to documents as prescribed in the same paragraph (including an electromagnetic record prepared pursuant to the provisions of Article 20, paragraph (3) of The Act; Article 21, paragraph (3); or Article 52-28, paragraph (2); and Article 52-29, paragraph (2));
(iv) the case of having learned that misconduct occurred concerning Bank Agency Service.
(5) A Bank, Major Shareholder Of A Bank (including a person that was a Major Shareholder Of A Bank), a Bank Holding Company (including a company that was a Bank Holding Company) or a Bank Agent, when intending to submit a notification pursuant to the provisions of Article 53, paragraphs (1) to (4) of The Act, shall submit to the Commissioner of the Financial Services Agency, Etc. a written notice attached with a written statement of reasons and other documents stating the matters which shall serve as reference (in the cases as listed in each of the following items, the documents as prescribed in each said item):
(i) in the case as listed in paragraph (1), item (vi)-3 or item (ixx): the following documents:
(a) a document stating the type of transactions that are intended to be handled as a specified transaction and the name of the department that handles said transactions;
(b) a document stating the name of the department that calculates current value, etc. (which means calculating income or loss pertaining to a specified transaction, or the value of assets subject to said transaction);
(c) a document stating the accounting policy concerning the distinction between a specified transaction and assets subject to said transactions, and other transactions and assets (including the accounting policy concerning the distinction of transactions performed before establishing a Specified Transaction Account and assets subject to the transactions);
(d) a document stating the matters concerning handling the case of implementing an internal transaction (which means the transactions that are listed in Article 13-6-3, paragraph (2), items (v) to (xiv), and handled between a Specified Transaction Account and other accounts (including a transaction that is deemed as a specified transaction pursuant to the provisions of item (xvii) of the same paragraph as a transaction that is similar to and has a close relationship with said transactions or other such transactions);
(e) a document stating the matters concerning handling the case of transfer between accounts (which means an act as listed in each of the items of Article 13-6-3, paragraph (3) (including a transaction as prescribed in paragraph (4) of the same Article));
(ii) in the cases as listed in paragraph (1), item (xxviii): the documents as prescribed in the same item;
(iii) in the case as listed in paragraph (1), item (xxix): the business report and annexed detailed statement as prescribed in the same item;
(iv) in the cases as listed in paragraph (3), item (xxi): the documents as prescribed in the same item;
(v) in the cases as listed in paragraph (3), item (xxii): the business report and annexed detailed statement as prescribed in the same item;
(vi) in the cases as listed in item (ii) of the preceding paragraph: a copy of the entrustment agreement or sub-entrustment agreement after the change.
(Application of Approval pertaining to Effect of Approval)
Article 36 (1) A Bank, Major Shareholder Of A Bank (including a person that obtained an authorization pertaining to incorporation among those as prescribed in Article 52-9, paragraph (1) of The Act), or a Bank Holding Company (including a person that obtained an authorization as prescribed in Article 52-17, paragraph (1) of The Act), when intending to obtain an approval pursuant to the provisions of Article 55, proviso of paragraph (1) of The Act, shall submit an written application for approval attached with a written statement of reasons to the Commissioner of the Financial Services Agency, Etc.
(2) The Commissioner of the Financial Services Agency, Etc., when an application of approval is filed pursuant to the provisions of the preceding paragraph, shall examine whether it conforms to the following standards:
(i) a reason shall be found to be compelling for a matter, in obtaining said authorization, that cannot be implemented within six (6) months from the date the authorization is obtained pursuant to the provisions of The Act;
(ii) it shall be expected that the matters in obtaining said authorization can be implemented within a reasonable period;
(iii) it shall be expected that there will not be a material change of the basic matters of examination at the time of said authorization by the time the matters for obtaining said authorization are expected to be implemented.
(Registration)
Article 36-2 (1) Those matters as provided by Cabinet Office Ordinance as prescribed in Article 57-4, items (i) and (ii) of The Act shall be letters, marks, other codes, or a combination of the above in order for a Bank or a Bank Holding Company to identify the part, among automatic public transmission servers, which is used for taking measures pursuant to the provisions of Article 20, paragraph (6) or Article 52-28, paragraph (5), which part is provided for the use of implementing said acts, via the Internet. A person that receives provisions of information can inspect the content of said information by inputting said letters, codes, etc., into a computer pertaining to the person's use and record said information in a file maintained in said computer.
(2) A Bank or a Bank Holding Company, for which the method of public notice (which means a public notice as prescribed in Article 2, item (xxxiii) of the Companies Act) is a method as listed in Article 57, item (ii) of The Act, may register a matter as listed in Article 911, paragraph (3), item (xxix), (a) of the Companies Act for receiving provisions of information which is the content of a public notice, etc. of an interim settlement of accounts (which means a public notice that a Bank announces pursuant to the provisions of Article 20, paragraph (4) of The Act (excluding a public notice concerning a balance sheet and profit and loss statement pertaining to a business year as prescribed in paragraph (1) of the same Article) or a public notice that a Bank Holding Company announces pursuant to the provisions of Article 52-28, paragraph (3); hereinafter the same shall apply in this paragraph) separately from those matters for receiving provisions of information of which is the content of a public notice other than the public notice, etc. of an interim settlement of accounts.
(Measures for Display Matters Recorded in an Electromagnetic Record)
Article 36-3 The measures as provided by Cabinet Office Ordinance as prescribed in Article 63, item (i)-2 and item (i)-3 of The Act shall be a method to display matters recorded in an electromagnetic record on paper or screen.
(Via-Government Agency)
Article 37 (1) A Bank (excluding a Branch Office Of A Foreign Bank; hereinafter the same shall apply in this Article), when submitting to the Commissioner of the Financial Services Agency a written application, business report, or other document as prescribed in this Cabinet Office Ordinance (excluding items (vi) and (vii); hereinafter referred to as "Application, Etc." in this Article), shall submit them to the Director General of the Local Finance Bureau with jurisdiction over the address of the head office of said Bank (in the cases where said address is within the jurisdictional district (excluding the jurisdictional district of a Local Finance Office) of the Fukuoka Local Finance Branch Bureau, the Director General of the Fukuoka Local Finance Branch Bureau, and in the cases where said address is located within the jurisdictional district of the Otaru Sub-Office or Kitami Sub-Office (hereinafter referred to as "Local Finance Office, Etc." in this Article), the Director of said Local Finance Office or the Director of the Sub-Office (hereinafter referred to as "Director, Etc. Of The Local Finance Office" in this Article)); provided, however, that this shall not apply with regard to an Application, Etc., pertaining to Banks specified by the Commissioner of the Financial Services Agency pursuant to the provisions of Article 17-2, paragraph (4) of The Order and others specified separately by the Commissioner of the Financial Services Agency.
(2) A Bank, when submitting an Application, Etc. to the Director General of the Local Finance Bureau or Fukuoka Local Finance Branch Bureau, in the cases where there is a Director, Etc. Of The Local Finance Office with jurisdiction over the address of the head office of said Bank, shall submit the Application, Etc. to the said Director, Etc. Of The Local Finance Office.
(3) A Branch Office Of A Foreign Bank, when submitting to the Commissioner of the Financial Services Agency an interim business report as prescribed in Article 18, paragraph (1) or business report as prescribed in paragraph (2) of the same Article, shall submit them to the Director General of the Local Finance Bureau with jurisdiction over the address of the principal Branch Office Of A Foreign Bank (in the cases where said address is within the jurisdictional district (excluding the jurisdictional district of a Local Finance Office) of the Fukuoka Local Finance Branch Bureau, the Director General of the Fukuoka Local Finance Branch Bureau; in the cases where said address is within the jurisdictional district of a Local Finance Office, Etc., said Director, Etc. Of The Local Finance Office); provided, however, that this shall not apply to the Branch Office Of A Foreign Bank specified by the Commissioner of the Financial Services Agency.
(4) A person that intends to become a holder of voting rights at or greater than the Major Shareholder Threshold of a Bank, a person that intends to incorporate a company or other juridical person that is a holder of voting rights at or greater than the Major Shareholder Threshold of a Bank, or a holder of voting rights at or greater than the Major Shareholder Threshold of a Bank, when submitting an Application, Etc. to the Commissioner of the Financial Services Agency, shall submit it to the Director General of the Local Finance Bureau with jurisdiction over the address of the head office of the Bank that intends to hold or holds voting rights at or greater than the Major Shareholder Threshold (in the cases where said address is within the jurisdictional district (excluding the jurisdictional district of a Local Finance Office) of the Fukuoka Local Finance Branch Bureau, the Director General of the Fukuoka Local Finance Branch Bureau, and in the cases where said address is within the jurisdictional district of a Local Finance Office, Etc., said Director, Etc. Of The Local Finance Office); provided, however, that this shall not apply to an Application, Etc., pertaining to a Bank specified separately by the Commissioner of the Financial Services Agency.
(5) A Holding Company of which a Subsidiary Company is a Bank (including a company that was a Holding Company of which a Subsidiary Company is a Bank; the same shall apply in the following paragraph), when submitting an Application, Etc. to the Commissioner of the Financial Services Agency, shall submit it to the Director General of the Local Finance Bureau with jurisdiction over the address of the principal office of the Holding Company of which a Subsidiary Company is said Bank (in the cases where said address is within the jurisdictional district (excluding the jurisdictional district of a Local Finance Office) of the Fukuoka Local Finance Branch Bureau, the Director General of the Fukuoka Local Finance Branch Bureau, and in the cases where said address is within the jurisdictional district of a Local Finance Office, Etc., said Director, Etc. Of The Local Finance Office); provided, however, that this shall not apply to an Application, Etc., pertaining to companies specified by the Commissioner of the Financial Services Agency pursuant to the provisions of Article 17-3, paragraph (4) of The Order and others specified separately by the Commissioner of the Financial Services Agency.
(6) A Bank Agent (excluding a Bank Agent that has its principal business office or other office in a foreign state; hereinafter the same shall apply in this paragraph and the following paragraph), when submitting a written application pursuant to the provisions of Article 52-37, paragraph (1) of The Act, a report concerning Bank Agency Service, or other document as prescribed in this Cabinet Office Ordinance (hereinafter referred to as "Application, Etc." in this paragraph and the following paragraph) to the Commissioner of the Financial Services Agency, shall submit them to the Director General of the Local Finance Bureau with jurisdiction over the address of the principal business office or other office of said Bank Agent (in the cases where said address is within the jurisdictional district (excluding the jurisdictional district of a Local Finance Office) of the Fukuoka Local Finance Branch Bureau, the Director General of the Fukuoka Local Finance Branch Bureau, and in the cases where said address is within the jurisdictional district of a Local Finance Office, Etc., said Director, Etc. Of The Local Finance Office); provided, however, that this shall not apply to an Application, Etc., pertaining to a Bank Agent specified by the Commissioner of the Financial Services Agency pursuant to the provisions of Article 17-4, paragraph (4) of The Order or others specified separately by the Commissioner of the Financial Services Agency.
(7) A Bank Agent, when submitting an Application, Etc. to the Director General of the Local Finance Bureau or Fukuoka Local Finance Branch Bureau, in the cases where the Director, Etc. Of The Local Finance Office has jurisdiction over the address of the principal business office or other office of said Bank Agent, shall submit it to said Director, Etc. Of The Local Finance Office.
(8) The provisions of paragraph (2) shall apply mutatis mutandis pursuant to a Holding Company of which a Subsidiary Company is a Bank. In this case, the term "head office" shall be deemed to be replaced with "principal office."
(Special Provisions pertaining to a Foreign Holding Company of which a Subsidiary Company is a Bank)
Article 38 (1) A foreign Holding Company of which a Subsidiary Company is a Bank (including a company that intends to become a foreign Holding Company of which a Subsidiary Company is a Bank, a person who intends to incorporate a foreign Holding Company of which a Subsidiary Company is a Bank, and a company that was a foreign Holding Company of which a Subsidiary Company is a Bank; hereinafter the same shall apply in this Article), with regard to a document that is stipulated to be attached to a written application or written notification and submitted to the Prime Minister or the Commissioner of the Financial Services Agency by a foreign Holding Company of which a Subsidiary Company is a Bank, pursuant to this Cabinet Office Ordinance (hereinafter referred to as "Attached Documents" in this paragraph and the following paragraph), may submit a document equivalent to the above in lieu of said Attached Documents to the Prime Minister or the Commissioner of the Financial Services Agency, Etc.
(2) In the cases where a foreign Holding Company of which a Subsidiary Company is a Bank, cannot submit the Attached Documents or a document equivalent to this as prescribed in the preceding paragraph (hereinafter referred to as "Attached Documents, Etc." in this paragraph) to the Prime Minister or the Commissioner of the Financial Services Agency, Etc., due to national laws and regulations or customs of the foreign Holding Company's state (which means a state that has established laws and regulations according to which the foreign Holding Company of which a Subsidiary Company is said Bank was incorporated) or other justifiable grounds, shall not be required to submit those Attached Documents, Etc., to the Prime Minister or the Commissioner of the Financial Services Agency, Etc.
(3) With regard to the application of provisions of this Cabinet Office Ordinance to a foreign Holding Company of which a Subsidiary Company is a Bank, in the case of a foreign Holding Company of which a Subsidiary Company is a Bank and that maintains an office in Japan, its principal office in Japan shall be deemed as its principal office, and in the case of a foreign Holding Company of which a Subsidiary Company is a Bank and that does not maintain an office in Japan, its principal office shall be deemed to be located within the jurisdictional district of the Kanto Local Finance Bureau.
(Special Provisions pertaining to a Foreign Juridical Person that Carries Out Bank Agency Service)
Article 38-2 (1) A foreign juridical person that carries out Bank Agency Service (including a foreign juridical person that intends to carry out Bank Agency Service, or a person that intends to incorporate a foreign juridical person that carries out Bank Agency Service; hereinafter the same shall apply in this Article), with regard to a document as prescribed in Article 52-37, paragraph (2), item (iii) of The Act or a document that is required to be attached to a written application or written notification and submitted to the Commissioner of the Financial Services Agency, Etc. by said foreign juridical person that carries out Bank Agency Service pursuant to the provisions of this Cabinet Office Ordinance (hereinafter referred to as "Attached Documents" in this paragraph and the following paragraph), may submit documents equivalent to the above in lieu of said Attached Documents to the Commissioner of the Financial Services Agency, Etc.
(2) In the cases where a foreign juridical person that carries out Bank Agency Service cannot submit an Attached Document, or a document equivalent to this as prescribed in the preceding paragraph (hereinafter referred to as "Attached Documents, Etc." in this paragraph) to the Commissioner of the Financial Services Agency, Etc., due to national laws and regulations or customs of the foreign Holding Company's state (which means a state that has established laws and regulations according to which the foreign Holding Company of which a Subsidiary Company is said Bank was established) or other justifiable grounds, shall not be required to submit those Attached Documents, Etc. to the Prime Minister or the Commissioner of the Financial Services Agency, Etc.
(3) With regard to the application of provisions of this Cabinet Office Ordinance to a foreign juridical person that carries out Bank Agency Service, the principal office or other office in Japan of a foreign juridical person that carries out Bank Agency Service shall be deemed as its principal office or other office.
(Preliminary Examination)
Article 39 A Bank, a holder of voting rights at or greater than the Major Shareholder Threshold of a Bank, a Holding Company of which a Subsidiary Company is a Bank, or a Bank Agent, when intending to obtain a permission pursuant to the provisions of The Act or an approval pursuant to the provisions of Article 52-42, paragraph (1) of The Act, may request a preliminary examination by submitting to the Commissioner of the Financial Services Agency, Etc., documents equivalent to the documents to be submitted to the Commissioner of the Financial Services Agency, Etc., when filing an application of said permission or approval.
(Standard Processing Period)
Article 40 (1) The Prime Minister or the Commissioner of the Financial Services Agency, Etc. shall endeavor to provide the disposition of an application (excluding an application pertaining to a preliminary examination) concerning a license, permission, authorization, approval, or designation pursuant to the provisions of laws and regulations, or this Cabinet Office Ordinance (hereinafter referred to as "Authorization, Etc.") within one (1) month after said application is received at said office, respectively; provided, however, that the Prime Minister or the Commissioner of the Financial Services Agency, Etc., shall endeavor to provide disposition of an application concerning the following Authorization, Etc., within two (2) months:
(i) an Authorization, Etc. for an application of a Bank specified separately by the Commissioner of the Financial Services Agency that is submitted to the Commissioner of the Financial Services Agency;
(i)-2 Designation pursuant to the provision of Article 52-62, paragraph (1), of the Act;
(ii) an Authorization, Etc. that is found to affect the jurisdictional district of another Local Finance Bureau (including the Fukuoka Local Finance Branch Bureau) among an Authorization, Etc. that is provided by the Director General of the Local Finance Bureau or the Fukuoka Local Finance Branch Bureau pursuant to the provisions of Article 17-2, paragraph (1) of The Order;
(ii)-2 an Authorization, Etc. for an application filed with the Commissioner of the Financial Services Agency by a person who intends to become a holder of voting rights at or greater than the Major Shareholder Threshold of a Bank specified separately by the Commissioner of the Financial Services Agency, a person that intends to incorporate a company or other juridical person that is a holder of voting rights at or greater than the Major Shareholder Threshold of a Bank, or a holder of voting rights at or greater than the Major Shareholder Threshold of a Bank;
(iii) an Authorization, Etc. for an application submitted to the Commissioner of the Financial Services Agency by a Holding Company of which a Subsidiary Company is a Bank, specified separately by the Commissioner of the Financial Services Agency;
(iv) an Authorization, Etc. that is determined to affect the jurisdictional district of another Local Finance Bureau (including the Fukuoka Local Finance Branch Bureau) among the Authorization, Etc. that is provided by the Director General of Local Finance Branch Bureau or the Fukuoka Local Finance Branch Bureau pursuant to the provisions of Article 17-3, paragraph (1) of The Order;
(v) an Authorization, Etc. that is determined to affect the jurisdictional district of another Local Finance Branch Bureau (including the Fukuoka Local Finance Branch Bureau) among the Authorization, Etc. that is provided by the Director General of Local Finance Branch Bureau or the Fukuoka Local Finance Branch Bureau pursuant to the provisions of Article 17-4, paragraph (1) of The Order.
(2) The period as prescribed in the preceding paragraph shall not include the following periods:
(i) the period required for the amendment of said application;
(ii) the period required for a person who filed said application to change the content of said application;
(iii) the period required for a person who filed said application to add material that is determined to be necessary for an examination pertaining to said application.