Order for Enforcement of the Trust Business Act
The Cabinet hereby enacts this Cabinet Order pursuant to the provisions of Article 2, paragraph (3), item (i); Article 5, paragraph (2), items (ii) and (vi) and paragraph (7), item (ii); Article 7, paragraphs (3) and (5) (including the cases in which these provisions are applied mutatis mutandis pursuant to Article 54, paragraph (2) of the Trust Business Act (Act No. 154 of 2004)); Article 10, paragraph (1), item (ii); Article 11, paragraphs (2), (3), (7) and (10); Article 26, paragraph (2) (including the cases in which it is applied mutatis mutandis pursuant to Article 27, paragraph (2) and Article 29, paragraph (4) of that Act); Article 29, paragraph (2), item (i); Article 53, paragraph (6), item (ii); Article 54, paragraph (6), item (ii); Article 86, paragraphs (3) and (5); Article 91, paragraphs (2), (3), (7) and (10); Article 95, paragraph (2); and Article 107, paragraphs (1) and (2) of that Act, and Article 123 of the Supplementary Provisions of that Act.
(Definitions)
Article 1 The terms "Trust Company," "Custodian-type Trust Company," "Foreign Trust Company," "Custodian-type Foreign Trust Company" and "Agent for Trust Agreement" as used in this Cabinet Order mean the Trust Company, Custodian-type Trust Company, Foreign Trust Company, Custodian-type Foreign Trust Company and Agent for Trust Agreement as defined in Article 2, paragraphs (2), (4), (6), (7) and (9) of the Trust Business Act (hereinafter referred to as the "Act") respectively.
(Exclusion from Categorization as Trust Business)
Article 1-2 The business specified by Cabinet Order which is referred to in Article 2, paragraph (1) of the Act is any of the following acts that fall under the category of the acceptance of a trust:
(i) receipt, by an attorney or a legal professional corporation, of a deposit of money from a client, for the purpose of allocating the money to the costs necessary for attorney services provided by the attorney or legal professional corporation, or other receipt, by the mandatary of a mandate agreement, of a deposit of money from the mandatary, for the purpose of allocating the money to the costs necessary for the entrusted business carried out by the mandatary;
(ii) receipt, by the contractor under a contract for the work, of a deposit of money from the person placing the order, for the purpose of allocating the money to the costs necessary for the work carried out by the contractor; and
(iii) act specified by Cabinet Office Ordinance as equivalent to any of the acts listed in the preceding two items.
(Scope of Persons with a Close Relationship to the Trustee)
Article 2 (1) The person specified by Cabinet Order which is referred to in Article 2, paragraph (3), item (i) of the Act is any of the following persons:
(i) an Officer (meaning directors, executive officers, accounting advisors (if the accounting advisor is a juridical person, including the members who are to perform the duties thereof), company auditors, or any other person holding a position similar thereto; the same applies hereinafter) or employee of the relevant trustee;
(ii) a Subsidiary Juridical Person, etc. of the trustee;
(iii) the Parent Juridical Person, etc. that has the trustee as its Subsidiary Juridical Person, etc.;
(iv) a Subsidiary Juridical Person, etc. of the Parent Juridical Person, etc. that has the trustee as its Subsidiary Juridical Person, etc. (excluding the trustee itself and the persons set forth in preceding two items);
(v) an Affiliated Juridical Person, etc. of the trustee;
(vi) an Affiliated Juridical Person, etc. of the Parent Juridical Person, etc. that has the trustee as its Subsidiary Juridical Person, etc. (excluding the person set forth in the preceding item);
(vii) the Specified Individual Shareholder of the trustee; and
(viii) the following company or partnership or other entity similar thereto that is connected with the individual set forth in the preceding item (including a company or partnership or other such entity in a foreign state that is equivalent thereto, and excluding the trustee itself; hereinafter collectively referred to as the "Juridical Person, etc." in this item and Article 12-2, paragraph (2), item (viii))
(a) a Juridical Person, etc. (including the Subsidiary Juridical Persons, etc. and Affiliated Juridical Persons, etc. of the relevant Juridical Person, etc.) in which the individual specified in the preceding item holds voting rights that exceed 50 percent of the voting rights of all of the shareholders or investors (for a stock company, excluding voting rights for shares which cannot be exercised for all of the matters that can be resolved at a shareholders meeting, but including voting rights for shares that are deemed to have voting rights pursuant to the provisions of Article 879, paragraph (3) of the Companies Act (Act No. 86 of 2005); the same applies hereinafter); and
(b) a Juridical Person, etc. in which the individual specified in the preceding item holds voting rights that constitute not less than 20 percent but not more than 50 percent of the voting rights of all of the shareholders or investors.
(2) The term "Parent Juridical Person, etc." as used in the preceding paragraph means a Juridical Person, etc. (meaning a company or partnership or other entity similar thereto (including a company or partnership or other such entity in a foreign state that is equivalent thereto); hereinafter the same applies in this paragraph and the following paragraph) specified by Cabinet Office Ordinance, which controls the body that is responsible for determining the financial and operational or business policies (meaning shareholders meetings or any other body equivalent thereto; hereinafter referred to as a "Decision-Making Body" in this paragraph) of another Juridical Person, etc.; and the term "Subsidiary Juridical Person, etc." as used in the preceding paragraph and the following paragraph means a Juridical Person, etc. whose Decision-Making Body is controlled by a Parent Juridical Person, etc. When such is the case, if a Parent Juridical Person, etc. and its Subsidiary Juridical Person, etc. jointly control, or if the Subsidiary Juridical Person, etc. solely controls, the Decision-Making Body of another Juridical Person, etc., the other Juridical Person, etc. is deemed to be the Subsidiary Juridical Person, etc. of the Parent Juridical Person, etc.
(3) The term "Affiliated Juridical Person, etc." as used in paragraph (1) means a Juridical Person, etc. (excluding a Subsidiary Juridical Person, etc.) specified by Cabinet Office Ordinance as a Juridical Person, etc. that is able to materially influence decisions about the financial and operational or business policies of another Juridical Person, etc. (including a Subsidiary Juridical Person, etc.) due to its ties with the other Juridical Person, etc. through its contributions, through the appointment of a present or former Officer or employee as director of the other Juridical Person, etc. or another position similar thereto, or through financing, guarantee of obligations, provision of security, provision of technology, or operational or business transactions, etc.
(4) The term "Specified Individual Shareholder" as used in paragraph (1) means an individual who holds Subject Voting Rights (meaning Subject Voting Rights as defined in Article 5, paragraph (5) of the Act) that exceed 50 percent of the voting rights of all of the shareholders or investors of the relevant juridical person.
(5) In the cases referred to in paragraph (1), item (viii), the voting rights held by the individual specified in item (vii) of that paragraph include voting rights for shares or equity that cannot be duly asserted against the issuer pursuant to the provisions of Article 147, paragraph (1) or Article 148, paragraph (1) of the Act on the Transfer of Corporate Bonds, Shares, etc. (Act No. 75 of 2001) (including when these provisions are applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1) or Article 276 (limited to the part concerning item (ii)) of that Act).
(Minimum Amount of Stated Capital of an Investment-Based Trust Company)
Article 3 The amount specified by Cabinet Order which is referred to in Article 5, paragraph (2), item (ii) of the Act is 100 million yen.
(Scope of Laws That Stipulate Licensing Standards)
Article 4 The laws specified by Cabinet Order that are referred to in Article 5, paragraph (2), item (vi) of the Act are as follows:
(i) the Commodity Exchange Act (Act No. 239 of 1950);
(ii) the Building Lots and Buildings Transaction Business Act (Act No. 176 of 1952);
(iii) the Act Regulating the Receipt of Contributions, Receipt of Deposits, and Interest Rates (Act No. 195 of 1954);
(iv) the Patent Act (Act No. 121 of 1959);
(v) the Utility Model Act (Act No. 123 of 1959);
(vi) the Design Act (Act No. 125 of 1959);
(vii) the Trademark Act (Act No. 127 of 1959);
(viii) the Installment Sales Act (Act No. 159 of 1961);
(ix) the Copyright Act (Act No. 48 of 1970);
(x) the Act on Consignment and Other Matters Relating to Futures Transactions in Foreign Commodity Markets (Act No. 65 of 1982);
(xi) the Money Lending Business Act (Act No. 32 of 1983);
(xii) the Act on the Circuit Layout of Semiconductor Integrated Circuits (Act No. 43 of 1985);
(xiii) the Act on Contracts for the Deposit of Specific Commodities and the Control of Specific Rights (Act No. 62 of 1986);
(xiv) the Real Estate Specified Joint Enterprise Act (Act No. 77 of 1994);
(xv) the Plant Variety Protection and Seed Act (Act No. 83 of 1998); and
(xvi) the Act on the Issuance, etc. of Corporate Bonds for Financial Corporations' Loan Business (Act No. 32 of 1999).
(Special Relationship)
Article 5 (1) The special relationship specified by Cabinet Order which is referred to in Article 5, paragraph (7), item (ii) of the Act is the relationship specified in each of the following items for the category of persons listed in the relevant item:
(i) a person who holds Subject Voting Rights (meaning Subject Voting Rights as defined in Article 5, paragraph (5) of the Act and excluding Subject Voting Rights that are deemed to be held pursuant to the provisions of paragraph (7) of that Article (limited to the part concerning item (ii)); hereinafter the same applies in this item) or a person whose Subject Voting Rights are held by a Controlled Company: the relationship between that person and the following persons:
(a) a person who has agreed to jointly hold or exercise the Subject Voting Rights together with the relevant person (referred to as a "Joint Holder" in paragraph (3));
(b) the spouse of the relevant person;
(c) the Controlled Company of the relevant person;
(d) the Controlling Shareholder, etc. of the relevant person; and
(e) another Controlled Company with the same Controlling Shareholder, etc. as the relevant person; and
(ii) a person other than the person listed in the preceding item: the relationship between the relevant person and the persons listed in (a) or (b) of that item.
(2) The term "Controlling Shareholder, etc." as used in item (i), sub-items (d) and (e) of the preceding paragraph means a person that holds voting rights that exceed 50 percent of the voting rights of all of the shareholders or investors of a company, and the term "Controlled Company" as used in that item means a company in which a Controlling Shareholder, etc. holds voting rights that exceed 50 percent of the voting rights of all of the shareholders or investors. When such is the case, if the Controlling Shareholder, etc. and its Controlled Company jointly hold voting rights that exceed 50 percent of the voting rights of all of the shareholders or investors of another company, the other company is deemed to be the Controlled Company of the Controlling Shareholder, etc. and the Controlling Shareholder, etc. is deemed to be the Controlling Shareholder, etc. of the other company.
(3) If, together with a Joint Holder, a person holds voting rights that exceed 50 percent of the voting rights of all of the shareholders or investors of a company,, the person is deemed to be the Controlling Shareholder, etc. (meaning the Controlling Shareholder, etc. as prescribed in the preceding paragraph; the same applies in the following paragraph) of the company, the company is deemed to be the Controlled Company (meaning the Controlled Company as prescribed in the preceding paragraph; the same applies in the following paragraph) of the person, and the provisions of paragraph (1) apply.
(4) If a person holds voting rights that exceed 50 percent of the voting rights of all of the shareholders or investors of a company, together with the voting rights of the person's spouse, the provisions of paragraph (1) apply, the deeming the person to be the Controlling Shareholder, etc. of the company and deeming the company to be the Controlled Company of the person, and .
(5) The provisions of Article 2, paragraph (5) apply mutatis mutandis to voting rights held by the persons prescribed in the preceding three paragraphs in the cases set forth in those paragraphs. When such is the case, the phrases "Article 147, paragraph (1) or Article 148, paragraph (1) (including when these provisions are applied mutatis mutandis pursuant to Article 228, paragraph (1), Article 235, paragraph (1), Article 239, paragraph (1) and Article 276 (limited to the part concerning item (ii)) of that Act)" and "shares or equity" in Article 2, paragraph (5) is deemed to be replaced with "Article 147, paragraph (1) or Article 148, paragraph (1)" and "shares," respectively.
(Period for Applying to Renew the Registration of a Custodian-type Trust Company, etc.)
Article 6 The period specified by Cabinet Order which is referred to in Article 7, paragraph (3) of the Act (including when it is applied mutatis mutandis pursuant to Article 50-2, paragraph (2) and Article 54, paragraph (2) of the Act; the same applies hereinafter) is the period from the day three months prior to the day immediately before the day on which the valid period of the registration set forth in Article 7, paragraph (1), Article 50-2, paragraph (1) or Article 54, paragraph (1) of the Act expires, until the day two months prior to the day it expires.
(Fees for Renewing the Registration of a Custodian-type Trust Company, etc.)
Article 7 (1) The amount of the fees provided for in Article 7, paragraph (5) of the Act (including when it is applied mutatis mutandis pursuant to Article 54, paragraph (2) of the Act) is 67,700 yen (67,500 yen if the person files an application to renew its registration as set forth in Article 7, paragraph (3) of the Act through the use of an electronic data processing system as prescribed in Article 3, paragraph (1) of the Act on the Use of Information and Communications Technology in Administrative Procedures (Act No. 151 of 2002) pursuant to the provisions of that paragraph).
(2) The amount of the fees provided for in Article 7, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 50-2, paragraph (2) of the Act, is 66,400 yen (66,200 yen if the person files an application to renew its registration as set forth in Article 7, paragraph (3) of the Act as applied mutatis mutandis pursuant to Article 50-2, paragraph (2) of the Act through the use of an electronic data processing system as prescribed in Article 3, paragraph (1) of the Act on Use of Information and Communications Technology in Administrative Procedures pursuant to the provisions of that paragraph).
(3) The fees set forth in the preceding two paragraphs must be paid by affixing revenue stamps in an amount equivalent to the amount of such fees to a written application prescribed in Article 8, paragraph (1), Article 50-2, paragraph (1) or Article 54, paragraph (3) of the Act; provided, however, that if a person files an application to renew its registration as set forth in Article 7, paragraph (3) of the Act through the use of an electronic data processing system as prescribed in Article 3, paragraph (1) of the Act on Use of Information and Communications Technology in Administrative Procedures pursuant to the provisions of that paragraph, such fees may be paid in cash pursuant to the provisions of Cabinet Office Ordinance.
(Minimum Amount of Stated Capital for a Custodian-type Trust Company)
Article 8 The amount specified by Cabinet Order which is referred to in Article 10, paragraph (1), item (ii) of the Act is 50 million yen.
(Amount of the Security Deposit Deposited by a Trust Company, etc.)
Article 9 The amount specified by Cabinet Order which is referred to in Article 11, paragraph (2) of the Act is the amount specified in each of the following items for the category of the persons listed in the relevant item:
(i) a Trust Company that is not a Custodian-type Trust Company, or a Foreign Trust Company that is not a Custodian-type Foreign Trust Company: 25 million yen;
(ii) a Custodian-type Trust Company or a Custodian-type Foreign Trust Company: 10 million yen;
(iii) a person registered under Article 50-2, paragraph (1) of the Act: 10 million yen; and
(iv) an Approved Business Operator (meaning an Approved Business Operator as prescribed in Article 52, paragraph (1) of the Act that is deemed to be a Trust Company or Custodian-type Trust Company pursuant to the provisions of paragraph (3) of that Article; the same applies in the following Article): 10 million yen.
(Terms of a Contract Substituted for a Security Deposit by a Trust Company, etc.)
Article 10 When a Trust Company, a Foreign Trust Company, a person registered under Article 50-2, paragraph (1) of the Act, or an Approved Business Operator (hereinafter collectively referred to as a "Trust Company, etc.") concludes a contract provided for in Article 11, paragraph (3) of the Act, the counterparty to the contract must be a bank provided for in Article 2, paragraph (1) of the Banking Act (Act No. 59 of 1981), a life insurance company provided for in Article 2, paragraph (2) of the Insurance Business Act (Act No. 105 of 1995), a foreign insurance company, etc. provided for in paragraph (7) of that Article, or any other type of financial institution provided for by Cabinet Office Ordinance, and the contract terms must comply with the following requirements:
(i) upon receiving an order from the Commissioner of the Financial Services Agency under Article 11, paragraph (4) of the Act, a Security Deposit in the amount so ordered will be deposited, without delay, for the relevant Trust Company, etc.;
(ii) the contract is valid for a period of one year or longer; and
(iii) unless approval is received from the Commissioner of the Financial Services Agency, the contract may not be cancelled, and the terms thereof may not be modified.
(Procedures for the Enforcement of Rights to the Security Deposit of a Trust Company, etc.)
Article 11 (1) A person that holds a right under Article 11, paragraph (6) of the Act (hereinafter simply referred to as the "Right" in this Article) may file a petition for the enforcement of the Right with the Commissioner of the Financial Services Agency.
(2) When a petition pursuant to the preceding paragraph has been filed and the Commissioner of the Financial Services Agency finds the petition to be reasonable, the Commissioner shall issue a public notice notifying persons who have a Right to the Security Deposit that they must report that Right within a fixed period not shorter than 60 days and that persons with Rights will be excluded from the distribution process if they fail to report those Rights within that period, and the Commissioner shall notify the person that filed the petition pursuant to the preceding paragraph (hereinafter referred to as the "Petitioner" in this Article) and the depositor to that effect (if the depositor has deposited the full amount of the Security Deposit under Article 11, paragraph (1) of the Act on behalf of the Trust Company, etc. pursuant to the contract set forth in paragraph (3) of that Article based on an order issued under paragraph (4) of that Article, the depositor includes the Trust Company, etc.; the same applies in paragraphs (4) and (5)).
(3) Once the public notice under the preceding paragraph has been given, even if the Petitioner withdraws the petition, it does not preclude the process from proceeding.
(4) The Commissioner of the Financial Services Agency shall make an examination into the Rights without delay after the period set forth in paragraph (2) has elapsed. When such is the case, the Commissioner of the Financial Services Agency shall, in advance, issue a public notice of the date and place of the examination, notify the depositor, and give the Petitioner, any person who has notified the Commissioner of a Right within the designated period, and the depositor, the opportunity to present evidence and state opinions as to the existence of a Right and the amount of the claim secured by that Right.
(5) The Commissioner of the Financial Services Agency shall prepare a distribution list based on the results of the examination under the preceding paragraph without delay, issue a public notice of the contents of the list, and notify the depositor of its contents.
(6) The distribution must be implemented in accordance with the distribution list set forth in the preceding paragraph, after 80 days have elapsed from the day on which the public notice under the preceding paragraph is issued.
(7) If securities (including book entry transfer bonds as defined in Article 278, paragraph (1) of the Act on Book Transfer of Corporate Bonds, Shares, etc.) have been deposited, and if it is necessary for the fulfillment of a Right, the Commissioner of the Financial Services Agency may realize the securities. When such is the case, the expenses for the realization are deducted from the proceeds of the realization.
(Recovery of the Security Deposit for a Trust Company, etc.)
Article 12 (1) A Trust Company, etc., its successor, or a person who deposited a Security Deposit on behalf of the relevant Trust Company, etc. may, when the Trust Company, etc. has come to fall under any of the following cases, recover the full amount of the Security Deposit that it deposited, with the approval of the Commissioner of the Financial Services Agency:
(i) when the official depository provided for in Article 11, paragraph (1) of the Act has changed because the Trust Company, etc. has relocated its Head Office, etc. (meaning the Trust Company's head office, the Foreign Trust Company's principal branch office (meaning a Principal Branch Office as defined in Article 53, paragraph (1) of the Act), the principal business office at which a person registered under Article 50-2, paragraph (1) of the Act engages in administrative affairs involved in a trust created by any of the methods listed in Article 3, item (iii) of the Trust Act (Act No. 108 of 2006), or the Approved Business Operator's principal business office or office; the same applies in Article 20, paragraphs (1) to (3) inclusive and (5)), and the full amount of the Security Deposit has been deposited with the new official depository;
(ii) when any of the following sub-items apply and the transfer of the trust property to the new trustee or the assignment of trust property to its right holder has been completed:
(a) when the registration renewal under Article 7, paragraph (3) of the Act has not been carried out;
(b) when the license under Article 3 of the Act has been rescinded pursuant to the provisions of Article 44, paragraph (1) of the Act;
(c) when the registration under the provisions of Article 7, paragraph (1), Article 50-2, paragraph (1), or Article 52, paragraph (1) of the Act has been rescinded pursuant to the provisions of Article 45, paragraph (1) of the Act;
(d) when the license under the provisions of Article 3 or Article 53, paragraph (1) of the Act, or the registration under the provisions of Article 7, paragraph (1), Article 50-2, paragraph (1), Article 52, paragraph (1), or Article 54, paragraph (1) of the Act has ceased to have effect pursuant to the provisions of Article 46, paragraph (1) of the Act;
(e) when the license under Article 53, paragraph (1) of the Act has been rescinded pursuant to the provisions of Article 59, paragraph (1) of the Act; or
(f) when the registration under Article 54, paragraph (1) of the Act has been rescinded pursuant to the provisions of Article 60, paragraph (1) of the Act.
(2) If a Trust Company, etc. has come to fall under any of the following items and the amount of the Security Deposit (including a Contract Amount (meaning a Contract Amount as provided in Article 11, paragraph (3) of the Act; hereinafter the same applies in this paragraph)) for the Trust Company, etc. has come to exceed the amount that must be deposited pursuant to the provisions of paragraphs (1) and (2) of that Article, the Trust Company, etc. or the person who deposited the Security Deposit on behalf of the Trust Company, etc. may recover all or part of the amount that is in excess, within the scope of the amount calculated by deducting the Contract Amount from the amount of the Security Deposit, with the approval of the Commissioner of the Financial Services Agency:
(i) when the relevant Trust Company, etc. has concluded a contract as set forth in Article 11, paragraph (3) of the Act, or changed the contents of such contract and notified the Commissioner of the Financial Services Agency to that effect; or
(ii) when the license under Article 3 or Article 53, paragraph (1) of the Act has ceased to have effect pursuant to the provisions of Article 46, paragraph (2) of the Act.
(Party with a Close Relationship to the Settlor and Trustee)
Article 12-2 (1) The party with a close relationship to the settlor as specified by Cabinet Order that is referred to in Article 23, paragraph (2) of the Act, is as follows:
(i) an Officer or employee of the settlor;
(ii) a Subsidiary Juridical Person, etc. (meaning a Subsidiary Juridical Person, etc. as defined in Article 2, paragraph (2); hereinafter the same applies in this Article and Article 14) of the settlor;
(iii) the Parent Juridical Person, etc. (meaning a Parent Juridical Person, etc. as defined in Article 2, paragraph (2); hereinafter the same applies in this Article and Article 14) that has the settlor as its Subsidiary Juridical Person, etc.;
(iv) a Subsidiary Juridical Person, etc. of the Parent Juridical Person, etc. that has the settlor as its Subsidiary Juridical Person, etc. (excluding the settlor itself and the persons set forth in the preceding two items);
(v) an Affiliated Juridical Person, etc. (meaning an Affiliated Juridical Person, etc. as defined in Article 2, paragraph (3); hereinafter the same applies in this Article and Article 14) of the settlor;
(vi) an Affiliated Juridical Person, etc. of the Parent Juridical Person, etc. that has the settlor as its Subsidiary Juridical Person, etc. (excluding the person set forth in the preceding item);
(vii) the Specified Individual Shareholder (meaning the Specified Individual Shareholder as defined in Article 2, paragraph (4); hereinafter the same applies in this Article and Article 14) of the settlor; or
(viii) the following company or partnership or other entity similar thereto that is connected with the individual set forth in the preceding item (including a company or partnership or other such entity in a foreign state that is equivalent thereto, and excluding the relevant settler itself; hereinafter collectively referred to as the "Juridical Person, etc." in this item):
(a) a Juridical Person, etc. (including the Subsidiary Juridical Persons, etc. and Affiliated Juridical Persons, etc. of the relevant Juridical Person, etc.) in which the individual specified in the preceding item holds voting rights that exceed 50 percent of the voting rights of all of the shareholders or investors; or
(b) a Juridical Person, etc. in which the individual specified in the preceding item holds voting rights that constitute not less than 20 percent but not more than 50 percent of the voting rights of all of the shareholders or investors.
(2) The party with a close relationship to the trustee as specified by Cabinet Order that is referred to in Article 23, paragraph (2) of the Act is as follows:
(i) an Officer or employee of the trustee;
(ii) a Subsidiary Juridical Person, etc. of the trustee;
(iii) the Parent Juridical Person, etc. that has the trustee as its Subsidiary Juridical Person, etc.;
(iv) a Subsidiary Juridical Person, etc. of the Parent Juridical Person, etc. that has the trustee as its Subsidiary Juridical Person, etc. (excluding the persons set forth in the preceding two items);
(v) an Affiliated Juridical Person, etc. of the trustee;
(vi) an Affiliated Juridical Person, etc. of the Parent Juridical Person, etc. that has the trustee as its Subsidiary Juridical Person, etc. (excluding the persons set forth in the preceding item);
(vii) the Specified Individual Shareholder of the trustee; and
(viii) a Juridical Person, etc. (including the Subsidiary Juridical Persons, etc. and Affiliated Juridical Persons, etc. of the relevant Juridical Person, etc.) in which the individual specified in the preceding item holds voting rights that exceed 50 percent of the voting rights of all of the shareholders or investors, or a Juridical Person, etc. in which the individual specified in the preceding item holds voting rights that constitute not less than 20 percent but not more than 50 percent of the voting rights of all of the shareholders or investors.
(3) In the cases referred to in paragraph (1), item (viii) and item (viii) of the preceding paragraph, the provisions of Article 2, paragraph (5) apply mutatis mutandis to the voting rights held by the individual set forth in paragraph (1), item (vii) or the individual set forth in item (vii) of the preceding paragraph.
(Provision of Information by Use of Information and Communications Technology)
Article 12-3 (1) A Trust Company that seeks to provide information set forth in Article 34-2, paragraph (4) of the Financial Instruments and Exchange Act (Act No. 25 of 1948) as applied mutatis mutandis pursuant to Article 24-2 of the Act (hereinafter referred to as the "Financial Instruments and Exchange Act as Applied Mutatis Mutandis"), pursuant to the provisions of Article 34-2, paragraph (4) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis (including when it is applied mutatis mutandis pursuant to Article 34-3, paragraph (12) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis (including when it is applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis), and Article 34-4, paragraph (3) and Article 37-3, paragraph (2) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis; hereinafter the same applies in this Article) must, in advance and pursuant to the provisions of a Cabinet Office Ordinance, indicate to the party to which the Trust Company seeks to provide the information the type and details of the means prescribed in Article 34-2, paragraph (4) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis that the Trust Company seeks to use (hereinafter referred to as "Electromagnetic Means" in this Article), and obtain the party's authorization to do so in writing or by Electromagnetic Means.
(2) If a Trust Company that has obtained a party's authorization under the preceding paragraph is notified by the party, in writing or by Electromagnetic Means, that the party will not accept information provided to it by Electromagnetic Means, the Trust Company must not provide the party with the information set forth in Article 34-2, paragraph (4) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis by Electromagnetic Means; provided, however, that this does not apply if the party has reaffirmed its authorization under the preceding paragraph.
(Acquisition of Consent by Use of Information and Communications Technology)
Article 12-4 (1) A Trust Company that seeks to use a method specified by Cabinet Office Ordinance as referred to in Article 34-2, paragraph (12) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis (hereinafter such a method is referred to as "Electromagnetic Means" in this Article) and to obtain a party's consent in lieu of the consent in writing under paragraph (11) of that Article, pursuant to the provisions of Article 34-2, paragraph (12) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis (including when it is applied mutatis mutandis pursuant to Article 34-3, paragraph (3) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis (including when it is applied mutatis mutandis pursuant to Article 34-4, paragraph (6) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis); hereinafter the same applies in this Article) must, in advance and pursuant to the provisions of a Cabinet Office Ordinance, indicate to the party from which the Trust Company seeks to obtain consent the type and details of the means that the Trust Company seeks to use, and obtain the party's authorization to do so in writing or by Electromagnetic Means.
(2) If a Trust Company that has obtained a party's authorization under the preceding paragraph is notified by the party, in writing or by Electromagnetic Means, that the party will not give consent by Electromagnetic Means, the Trust Company may not use Electromagnetic Means to obtain the consent set forth in Article 34-2, paragraph (12) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis from the party; provided, however, that this does not apply if the party has reaffirmed its authorization under the preceding paragraph.
(Important Matters That May Influence a Customer's Judgment)
Article 12-5 (1) The information specified by Cabinet Order which is referred to in Article 37, paragraph (1), item (iii) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis is as follows:
(i) information specified by Cabinet Office Ordinance about the fees, remuneration, or other type of consideration that a customer must pay under a Specified Trust Agreement (meaning a Specified Trust Agreement as defined in Article 24-2 of the Act; the same applies hereinafter);
(ii) if there is a risk of losses arising in connection with the customer's conclusion of a Specified Trust Agreement as a direct result of fluctuations in the money rate, the value of currencies, quotations on the Financial Instruments Market as defined in Article 2, paragraph (14) of the Financial Instruments and Exchange Act, or another indicator, the following information:
(a) the relevant indicator;
(b) the fact that there is a risk that the customer will incur a loss due to fluctuations in the relevant indicator and the reason therefor; and
(iii) information specified by Cabinet Office Ordinance as being equivalent to the information listed in the preceding two items.
(2) Notwithstanding the provisions of the preceding paragraph, when an action provided for in Article 37, paragraph (1) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis is carried out by way of broadcasting using the broadcasting facilities of a Private Broadcaster (meaning a Private Broadcaster as prescribed in Article 2, item (iii)-3 of the Broadcast Act (Act No. 132 of 1950)) or any other means specified by Cabinet Office Ordinance as being equivalent thereto, the information specified by Cabinet Order which is referred to in Article 37, paragraph (1), item (iii) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis is as follows:
(i) if there is a risk of losses arising in connection with the customer's conclusion of a Specified Trust Agreement as a direct result of fluctuations in the interest rate, the value of currencies, quotations on a Financial Instruments Market, or another indicator, the fact that there is such a risk; and
(ii) information specified by Cabinet Office Ordinance as being equivalent to the information listed in the preceding item.
(Replacement of Terms When the Financial Instruments and Exchange Act Applies Mutatis Mutandis)
Article 12-6 The technical replacement of terms pursuant to the provisions of Article 24-2 of the Act is as in the following table:
|Provisions of the Financial Instruments and Exchange Act whose terms are to be replaced|Original terms|Terms to replace the original terms|
|Article 34|Article 2, paragraph (31), item (iv)|Article 2, paragraph (31), item (iv)|
|Article 37, paragraph (1), item (i)|the trade name or name|the trade name|
|Article 40, item (ii)|what is listed in the preceding item|the situation found to be in violation of the provisions of Article 24, paragraph (2) of the Trust Business Act|
(Methods That Use Information and Communications Technology)
Article 13 (1) A Trust Company that seeks to provide information set forth in Article 26, paragraph (2) of the Act pursuant to the provisions of that paragraph must, in advance and pursuant to the provisions of a Cabinet Office Ordinance, indicate to the settlor the type and details of the electromagnetic means prescribed in that paragraph (hereinafter simply referred to as "Electromagnetic Means" in this Article) that the Trust Company seeks to use, and obtain the settlor's authorization to do so in writing or by Electromagnetic Means.
(2) If a Trust Company that has obtained a settlor's authorization under the preceding paragraph is notified by the settlor, in writing or by Electromagnetic Means, that the settlor will not accept information provided to it by Electromagnetic Means, the Trust Company must not provide the settler with the information set forth in Article 26, paragraph (2) of the Act by Electromagnetic Means; provided, however, that this does not apply if the settlor has reaffirmed its authorization under the preceding paragraph.
(3) The provisions of the preceding two paragraphs apply mutatis mutandis in cases in which the provisions of Article 26, paragraph (2) of the Act apply mutatis mutandis pursuant to Article 27, paragraph (2) or Article 29, paragraph (4) of the Act. When such is the case, the term "settlor" in these provisions is deemed to be replaced with "the beneficiary of the trust property."
(Scope of the Person with a Close Relationship to a Trust Company)
Article 14 (1) The person specified by Cabinet Order that is referred to in Article 29, paragraph (2), item (i) of the Act is as follows:
(i) an Officer or employee of the relevant Trust Company;
(ii) a Subsidiary Juridical Person, etc. of the Trust Company;
(iii) the Parent Juridical Person, etc. that has the Trust Company as its Subsidiary Juridical Person, etc.;
(iv) a Subsidiary Juridical Person, etc. of the Parent Juridical Person, etc. that has the Trust Company as its Subsidiary Juridical Person, etc. (excluding the Trust Company itself and the persons set forth in the preceding two items);
(v) an Affiliated Juridical Person, etc. of the Trust Company;
(vi) an Affiliated Juridical Person, etc. of the Parent Juridical Person, etc. that has the Trust Company as its Subsidiary Juridical Person, etc. (excluding the persons set forth in the preceding item);
(vii) the Specified Individual Shareholder of the Trust Company;
(viii) the following company or partnership or other entity similar thereto that is connected with the individual set forth in the preceding item (including a company or partnership or other such entity in a foreign state that is equivalent thereto, and excluding the relevant Trust Company itself; hereinafter collectively referred to as the "Juridical Person, etc." in this item):
(a) a Juridical Person, etc. (including the Subsidiary Juridical Persons, etc. and Affiliated Juridical Persons, etc. of the relevant Juridical Person, etc.) in which the individual specified in the preceding item holds voting rights that exceed 50 percent of the voting rights of all of the shareholders or investors; and
(b) a Juridical Person, etc. in which the individual specified in the preceding item holds voting rights that constitute not less than 20 percent but not more than 50 percent of the voting rights of all of the shareholders or investors.
(2) With regard to the application of the provisions of the preceding paragraph to a person that has been entrusted with Trust Business in a case in which the Trust Company has entrusted Trust Business pursuant to the provisions of Article 22, paragraph (1) of the Act, the term "Trust Company" in the preceding paragraph is deemed to be replaced with "the person entrusted with Trust Business by the Trust Company."
(3) The provisions of Article 2, paragraph (5) apply mutatis mutandis to voting rights held by a person set forth in paragraph (1), item (vii) in the case referred to in item (viii) of that paragraph.
(Replacement of Terms in the Provisions of the Companies Act as Applied Mutatis Mutandis to a Case in Which the Trust Company Issues a Public Notice by Means of an Electronic Public Notice)
Article 15 When a Trust Company issues a public notice under the provisions of the Act or any other Act (excluding a public notice under the provisions of the Companies Act) pursuant to the provisions of Article 41, paragraph (6) of the Act and the provisions of Article 940, paragraph (3) of the Companies Act apply mutatis mutandis, the technical replacement of terms in the provisions of Article 940, paragraph (3) of the Companies Act is as in the following table:
|Provisions of the Companies Act whose terms are to be replaced|Original terms|Terms to replace the original terms|
|Article 940, paragraph (3)|the preceding two paragraphs|paragraph (1)|
||these provisions|that paragraph|
(Cases in Which Many Persons May Acquire a Beneficial Interest)
Article 15-2 (1) The number of persons specified by Cabinet Order which is referred to in Article 50-2, paragraph (1) of the Act is 50.
(2) The cases specified by Cabinet Order which are referred to in the main clause of Article 50-2, paragraph (1) of the Act and paragraph (10) of that Article are cases that fall under any of the following items (excluding item (iii) and item (iv), sub-item (b), in the cases specified by Cabinet Order which are referred to in the same paragraph):
(i) a case in which the number of beneficiaries at the time when a single trust created by any of the methods listed in Article 3, item (iii) of the Trust Act (hereinafter referred to as a "Subject Trust" in this Article) becomes effective (excluding the number of persons listed in sub-item (b)1. to 3. inclusive of the following item; hereinafter referred to as the "Number of Beneficiaries of the Subject Trust" in this paragraph) is equal to or greater than the number of persons prescribed in the preceding paragraph;
(ii) a case in which the total number of persons listed in the following sub-item (hereinafter referred to as the "Total Number of Beneficiaries, etc. of the Subject Trust" in this paragraph) is equal to or greater than the number of persons prescribed in the preceding paragraph (excluding the cases set forth in the preceding item):
(a) the Number of Beneficiaries of the Subject Trust (excluding the number of business operators under a silent partnership agreement as set forth in sub-item (b)4. that are Partners Enjoying Benefits, etc. set forth in sub-item (b) in the cases prescribed in sub-item (b), and issuers of the securities set forth in sub-item (b)5.);
(b) if the person that seeks to create the relevant Subject Trust seeks to create the Subject Trust for the purpose of having the following persons (hereinafter referred to as "Partners Enjoying Benefits, etc." in this paragraph) enjoy the benefits of the Subject Trust, the number of Partners Enjoying Benefits, etc. at the time when the Subject Trust becomes effective:
1. partners under a Partnership Contract (meaning a partnership contract as prescribed in Article 667, paragraph (1) of the Civil Code (Act No. 89 of 1896));
2. partners under an Investment Limited Partnership Agreement (meaning a limited partnership agreement for investment as prescribed in Article 3, paragraph (1) of the Investment Limited Partnership Act (Act No. 90 of 1998));
3. partners under an Investment Limited Liability Partnership Agreement (meaning an investment limited liability partnership agreement as prescribed in Article 3, paragraph (1) of the Investment Limited Liability Partnership Act (Act No. 40 of 2005));
4. silent partners under a Silent Partnership Agreement (meaning a silent partnership agreement as prescribed in Article 535 of the Commercial Code (Act No. 48 of 1899));
5. persons that have acquired securities (limited to securities specified by Cabinet Office Ordinance as being necessary for securing the protection of the person that acquires them);
(c) in cases other than those prescribed in sub-item (b), when the beneficial interest in the relevant Subject Trust is co-owned by several persons based on any of the agreements set forth in sub-item (b)1. to 3. inclusive at the time when the Subject Trust becomes effective, the number of persons calculated by deeming the several persons under an agreement to be one person for each agreement;
(d) if the person that seeks to create the relevant Subject Trust seeks to create the Subject Trust with the knowledge that, after the time when the Subject Trust becomes effective, the persons listed in sub-item (b)1. to 3. inclusive and persons other than persons falling under the category of business operators under a silent partnership agreement set forth in sub-item (b)4. that are Partners Enjoying Benefits, etc. or issuers of the securities set forth in sub-item (b)5. in the cases prescribed in sub-item (b), will come to acquire a beneficial interest in the Subject Trust, the number of such persons;
(e) if the person that seeks to create the relevant Subject Trust seeks to create the Subject Trust for the purpose of having persons that fall under the category of Partners Enjoying Benefits, etc. enjoy benefits in the Subject Trust after the time when said Subject Trust becomes effective, the number of persons that fall under the category of Partners Enjoying Benefits, etc.;
(f) in cases other than those prescribed in sub-item (e), if the person that seeks to create the relevant Subject Trust seeks to create the Subject Trust with the knowledge that, after the time when the Subject Trust becomes effective, persons falling under the category of persons listed in sub-item (b)1. to 3. inclusive will come to acquire a beneficial interest in the Subject Trust, and the beneficial interest in the Subject Trust will come be co-owned by several persons based on any of the agreements set forth in sub-item (b)1. to 3. inclusive, the number of persons calculated by deeming the several persons under an agreement to be one person for each agreement;
(iii) a case in which the sum total of the following numbers is equal to or greater than the number of persons prescribed in the preceding paragraph (excluding the cases listed in the preceding two items), if, aside from the relevant Subject Trust, the person that seeks to create the Subject Trust has created a trust that is found to be created by a method listed in Article 3, item (iii) of the Trust Act and that is the same as or of the same type as the Subject Trust in light of the purpose of the trust, the type and value of the trust property, the trust period, the method of managing or disposing of the trust property, and any other content of the act of trust (hereinafter referred to as a "Trust with the Same Content" in this Article):
(a) the Total Number of Beneficiaries, etc. of the Subject Trust; and
(b) the number equivalent to the Total Number of Beneficiaries, etc. of the Subject Trust that would exist if the Trust with the Same Content were treated as the Subject Trust prescribed in the preceding item (referred to as the "Total Number of Beneficiaries, etc. of a Trust with the Same Content" in sub-item (b) of the following item);
(iv) a case that falls under any of the following (excluding the cases listed in the preceding three items):
(a) a case in which the number of beneficial interests in the relevant Subject Trust is 50 or greater (except when the relevant act of trust specifies that a beneficial interest may not be transferred other than in a manner that is specified in advance, and when, pursuant to the provisions of the trust deed, the Total Number of Beneficiaries, etc. of the Subject Trust will never reach or exceed the number of persons prescribed in the preceding paragraph);
(b) a case in which, aside from the relevant Subject Trust, the person who seeks to create the Subject Trust has created a Trust with the Same Content, and the sum total of the number of beneficial interests in the Trust with the Same Content and the number of beneficial interests in the Subject Trust is 50 or greater (except when the act of trust of the Subject Trust and that of the Trust with the Same Content specify that a beneficial interest may not be transferred other than in a manner that is specified in advance, and when, pursuant to the provisions of the trust deed, the sum total of the Total Number of Beneficiaries, etc. of the Subject Trust and the Total Number of Beneficiaries, etc. of the Trust with the Same Content will never reach or exceed the number of persons prescribed in the preceding paragraph, and excluding a case listed in sub-item (a)); or
(c) a case in which the terms of trust of the relevant Subject Trust does not include provisions that prohibit the splitting of a beneficial interest (except when the terms of trust specifies that a beneficial interest may not be split other than in a way that is specified in advance, and when, pursuant to the provisions of the trust deed, the Total Number of Beneficiaries, etc. of the Subject Trust will never reach or exceed the number of persons prescribed in the preceding paragraph, and excluding a case listed in sub-items (a) and (b)).
(Exclusion from Application)
Article 15-3 The cases specified by Cabinet Order which are referred to in the proviso to Article 50-2, paragraph (1) of the Act are the following cases:
(i) a case in which the Japan Finance Corporation creates a trust by any of the methods listed in Article 3, item (iii) of the Trust Act;
(ii) a case in which the Urban Renaissance Agency creates a trust by any of the methods listed in Article 3, item (iii) of the Trust Act pursuant to the provisions of Article 36 or Article 37, item (i) of the Act on the Urban Renaissance Agency, Independent Administrative Agency (Act No. 100 of 2003);
(iii) a case in which the Japan Housing Finance Agency creates a trust by any of the methods listed in Article 3, item (iii) of the Trust Act pursuant to the provisions of Article 21 or Article 22, item (i) of the Act on the Japan Housing Finance Agency, Independent Administrative Agency (Act No. 82 of 2005);
(iv) a case in which a person who manages or collects a Specified Monetary Claim (meaning a specified monetary claim as prescribed in Article 2, paragraph (1) of the Act on Special Measures concerning the Claim Management and Collection Business (Act No. 126 of 1998)) creates a trust by any of the methods listed in Article 3, item (iii) of the Trust Act with money that the person manages incidental to those actions or with any other property similar thereto (hereinafter referred to as "Money, etc.") as trust property;
(v) a case in which an attorney or a legal professional corporation creates a trust by any of the methods listed in Article 3, item (iii) of the Trust Act with Money, etc. that it manages incidental to the attorney services conducted thereby as the trust property, or a case in which the mandatary of a mandate agreement creates a trust by any of the methods listed in Article 3, item (iii) of the Trust Act with Money, etc. that it manages incidental to the entrusted business conducted thereby as the trust property (excluding a case listed in the preceding item);
(vi) a case in which a contractor under a contract of work creates a trust by any of the methods listed in Article 3, item (iii) of the Trust Act with Money, etc. that it manages incidental to the work conducted thereby as the trust property;
(vii) a case in which a person who accepts money on behalf of another person creates a trust by any of the methods listed in Article 3, item (iii) of the Trust Act with Money, etc. that it manages incidental to the acceptance of said money as the trust property (excluding a case listed in the preceding three items); and
(viii) cases specified by Cabinet Office Ordinance as equivalent to the cases listed in the preceding items.
(Minimum Amount of Stated Capital for a Registration Set Forth in Article 50-2, Paragraph (1) of the Act)
Article 15-4 The amount specified by Cabinet Order which is referred to in Article 50-2, paragraph (6), item (ii) of the Act is 30 million yen.
(Person That Inspects Matters Involving the Property Included in the Trust Property)
Article 15-5 The person specified by Cabinet Order that is referred to in Article 50-2, paragraph (10) of the Act is any of the following persons:
(i) an attorney or legal professional corporation other than the following persons:
(a) in the case of an attorney, the following persons:
1. the Officer or employee of a person registered under Article 50-2, paragraph (1) of the Act;
2. a person that may not engage in the business activities involved in an inspection under the provisions of Article 50-2, paragraph (10) of the Act, pursuant to the provisions of the Attorney Act (Act No. 205 of 1949);
(b) in the case of a legal professional corporation, the following persons:
1. a person that has a person listed in sub-item (a)1. as a member;
2. a person that may not engage in the business activities involved in an inspection under the provisions of Article 50-2, paragraph (10) of the Act, pursuant to the provisions of the Attorney Act;
(ii) a certified public accountant (including a foreign certified public accountant as prescribed in Article 16-2, paragraph (5) of the Certified Public Accountant Act (Act No. 103 of 1948); the same applies hereinafter) or auditing firm other than the following persons:
(a) in the case of a certified public accountant, the following persons:
1. the Officer or employee of a person registered under Article 50-2, paragraph (1) of the Act;
2. a person that may not engage in the business activities involved in an inspection under the provisions of Article 50-2, paragraph (10) of the Act, pursuant to the provisions of the Certified Public Accountant Act;
(b) in the case of an audit corporation, the following persons:
1. a person that has a person listed in sub-item (a)1. as a member;
2. a person that may not engage in the business activities involved in an inspection under the provisions of Article 50-2, paragraph (10) of the Act, pursuant to the provisions of the Certified Public Accountant Act;
(iii) a certified public tax accountant or tax accountant corporation other than the following persons:
(a) in the case of a certified public tax accountant, the following persons:
1. the Officer or employee of a person registered under Article 50-2, paragraph (1) of the Act;
2. a person that may not engage in the business activities involved in an inspection under the provisions of Article 50-2, paragraph (10) of the Act, pursuant to the provisions of the Certified Public Tax Accountant Act (Act No. 237 of 1951);
(b) in the case of a tax accountant corporation, the following persons:
1. a person that has a person listed in sub-item (a)1. as a member;
2. a person that may not engage in the business activities involved in an inspection under the provisions of Article 50-2, paragraph (10) of the Act, pursuant to the provisions of the Certified Public Tax Accountant Act;
(iv) a real estate appraiser other than the following persons (limited to when the trust property is Real Property (meaning land or a building, or rights to land or a building other than ownership rights; hereinafter the same applies in this item) and to when the beneficial interest is in a trust in which only Real Property is entrusted):
(a) the Officer or employee of a person registered under Article 50-2, paragraph (1) of the Act;
(b) a person that may not engage in the business activities involved in an inspection under the provisions of Article 50-2, paragraph (10) of the Act, pursuant to the provisions of the Act on Real Property Appraisal (Act No. 152 of 1963);
(v) a patent attorney or patent professional corporation other than the following persons (limited to when the trust property is an intellectual property right as defined in Article 2, paragraph (2) of the Intellectual Property Basic Act (Act No. 122 of 2002) (hereinafter the same applies in this item) and to when the beneficial interest is in a trust in which only an intellectual property right is entrusted):
(a) in the case of a patent attorney, the following persons:
1. the Officer or employee of a person registered under Article 50-2, paragraph (1) of the Act;
2. a person that may not engage in the business activities involved in an inspection under the provisions of Article 50-2, paragraph (10) of the Act, pursuant to the provisions of the Patent Attorney Act (Act No. 49 of 2000);
(b) in the case of a patent professional corporation, the following persons:
1. a person that has a person listed in sub-item (a)1. as a member;
2. a person that may not engage in the business activities involved in an inspection under the provisions of Article 50-2, paragraph (10) of the Act, pursuant to the provisions of the Patent Attorney Act; and
(vi) a person other than those listed in the preceding items that is specified by Cabinet Office Ordinance as a person with expert knowledge regarding the condition of property included in the trust property and any other matters involved in the relevant property.
(Minimum Amount of Stated Capital of an Investment-Based Foreign Trust Company)
Article 16 The amount specified by Cabinet Order which is referred to in Article 53, paragraph (6), item (ii) of the Act is an amount equivalent to 100 million yen.
(Minimum Amount of Stated Capital of a Custodian-type Foreign Trust Company)
Article 17 The amount specified by Cabinet Order which is referred to in Article 54, paragraph (6), item (ii) of the Act is an amount equivalent to 50 million yen.
(Replacement of Terms in the Provisions of the Companies Act as Applied Mutatis Mutandis to a Case in Which a Foreign Trust Company Issues a Public Notice by Means of an Electronic Public Notice)
Article 18 When a Foreign Trust Company issues a public notice under the provisions of the Act or other Acts (excluding a public notice under the provisions of the Companies Act) by means of an electronic public notice pursuant to the provisions of Article 57, paragraph (6) of the Act and the provisions of Article 940, paragraph (3) and Article 941 of the Companies Act apply mutatis mutandis, the technical replacement of terms for the provisions of Article 940, paragraph (3) and Article 941 of the Companies Act is as in the following table:
|Provisions of the Companies Act whose terms are to be replaced|Original terms|Terms to replace the original terms|
|Article 940, paragraph (3)|these provisions|that paragraph|
|Article 941|public notice under the provisions of this Act or another Act (excluding the public notice under the provisions of Article 440, paragraph (1); hereinafter the same applies in this Section)|public notice under the provisions of the Trust Business Act or other Acts (excluding the Companies Act)|
(Application Mutatis Mutandis of the Financial Instruments and Exchange Act to Foreign Trust Companies)
Article 18-2 The technical replacement of terms under the provisions of Article 24-2 of the Act as they apply to Foreign Trust Companies pursuant to the provisions of Article 63 of the Act is as in the following table:
|Provisions of the Financial Instruments and Exchange Act whose terms are to be replaced|Original terms|Terms to replace the original terms|
|Article 34|Article 2, paragraph (31), item (iv)|Article 2, paragraph (31), item (iv)|
|Article 37, paragraph (1), item (i)|the trade name or name|the names of branch offices|
|Article 40, item (ii)|what is listed in the preceding item|the situations recognized as violating the provisions of Article 24, paragraph (2) of the Trust Business Act|
(Designation under Provisions of Other Acts in Relation to Business Activities Equivalent to Dispute Resolution, etc.)
Article 18-3 The designation specified by Cabinet Order which is referred to in Article 85-2, paragraph (1), item (ii) and item (iv), sub-item (d), Article 85-6 and Article 85-23, paragraph (3) of the Act is one of the following designations:
(i) a designation under the provisions of Article 156-39, paragraph (1) of the Financial Instruments and Exchange Act; or
(ii) a designation listed in one of the items of Article 18-5.
(Ratio of the Number of Trust Companies, etc. Raising Objections to the Total Number of Trust Companies, etc.)
Article 18-4 The ratio specified by Cabinet Order which is referred to in Article 85-2, paragraph (1), item (viii) of the Act is one-third.
(Exclusion from Application of the Restrictions on the Use of Names)
Article 18-5 The person specified by Cabinet Order that is referred to in Article 85-17 of the Act is a person that has been accorded one of the following designations:
(i) designation under the provisions of Article 35-2, paragraph (1) of the Mutual Finance Business Act (Act No. 42 of 1931);
(ii) designation under the provisions of Article 12-2, paragraph (1) of the Act on Engagement in Trust Business by a Financial Institution (Act No. 43 of 1943);
(iii) designation under the provisions of Article 92-6, paragraph (1) of the Agricultural Co-operatives Act (Act No. 132 of 1947);
(iv) designation under the provisions of Article 121-6, paragraph (1) of the Fisheries Cooperatives Act (Act No. 242 of 1948);
(v) designation under the provisions of Article 69-2, paragraph (1) of the Small and Medium Sized Enterprise Cooperatives Act (Act No. 181 of 1949);
(vi) designation under the provisions of Article 85-4, paragraph (1) of the Credit Union Act (Act No. 238 of 1951);
(vii) designation under the provisions of Article 16-8, paragraph (1) of the Long-Term Credit Bank Act (Act No. 187 of 1952);
(viii) designation under the provisions of Article 89-5, paragraph (1) of the Worker's Bank Act (Act No. 227 of 1953);
(ix) designation under the provisions of Article 52-62, paragraph (1) of the Banking Act;
(x) designation under the provisions of Article 41-39, paragraph (1) of the Money Lending Business Act;
(xi) designation under the provisions of Article 308-2, paragraph (1) of the Insurance Business Act;
(xii) designation under the provisions of Article 95-6, paragraph (1) of the Norinchukin Act (Act No. 93 of 2001); or
(xiii) designation under the provisions of Article 99, paragraph (1) of the Act on Settlement of Funds (Act No. 59 of 2009).
(Authority Excluded from Delegation to the Commissioner of the Financial Services Agency)
Article 19 The authority specified by Cabinet Order that is referred to in Article 87, paragraph (1) of the Act is authority over the following:
(i) the license under the provisions of Article 3 and Article 53, paragraph (1) of the Act; and
(ii) rescission of the license set forth in Article 3 and Article 53, paragraph (1) of the Act under the provisions of Article 44, paragraph (1) and Article 59, paragraph (1) of the Act.
(Delegation of Authority over Trust Companies, etc. to the Director-General of the Local Finance Bureau)
Article 20 (1) Within the scope of the authority delegated to the Commissioner of the Financial Services Agency pursuant to the provisions of Article 87, paragraph (1) of the Act and the authority of the Commissioner of the Financial Services Agency under this Cabinet Order (hereinafter referred to as the "Commissioner's Authority"), the authority listed in the following items is delegated to the Director-General of the Local Finance Bureau with jurisdiction over the locality of the Head Office, etc. of a Trust Company, etc. (including the Director-General of a Local Finance Branch Bureau; the same applies hereinafter):
(i) acceptance of a written application for registration under the provisions of Article 8, paragraph (1) (including when these are applied mutatis mutandis pursuant to Article 52, paragraph (2) of the Act), Article 50-2, paragraph (3) and Article 54, paragraph (3) of the Act;
(ii) registration under the provisions of Article 9, paragraph (1) (including when these are applied mutatis mutandis pursuant to Article 52, paragraph (2) of the Act), Article 12, paragraph (3), Article 50-2, paragraph (8), Article 54, paragraph (9), and Article 56, paragraph (3) of the Act, and renewal of registration under the provisions of Article 7, paragraph (3) of the Act;
(iii) public inspection under the provisions of Article 9, paragraph (2) (including when these are applied mutatis mutandis pursuant to Article 52, paragraph (2) of the Act), Article 50-2, paragraph (9) and Article 54, paragraph (10) of the Act;
(iv) refusal of registration under the provisions of Article 10, paragraph (1) (including when these are applied mutatis mutandis pursuant to Article 52, paragraph (2) of the Act), Article 50-2, paragraph (6) and Article 54, paragraph (6) of the Act (including the renewal of registration set forth in Article 7, paragraph (3) of the Act); and
(v) deletion of registration under the provisions of Article 47 of the Act.
(2) Within the scope of the Commissioner's Authority, the authority listed in the following items (excluding authority over Trust Companies and Foreign Trust Companies designated by the Commissioner of the Financial Services Agency) is delegated to the Director-General of the Local Finance Bureau with jurisdiction over the locality of the Head Office, etc. of the Trust Company, etc.; provided, however, that this does not preclude the Commissioner of the Financial Services Agency from exercising the authority listed in items (vi) and (vii) (excluding authority over Custodian-type Trust Companies) itself:
(i) authorization under the provisions of Article 6 and Article 13, paragraph (1) of the Act;
(ii) acceptance of a notification under the provisions of Article 11, paragraphs (3), (5) and (8), Article 12, paragraphs (1) and (2), Article 13, paragraph (2), Article 41, paragraphs (1), (2) and (4), Article 56, paragraphs (1) and (2), and Article 57, paragraphs (1), (2) and (4) of the Act;
(iii) orders under the provisions of Article 11, paragraph (4), Article 45, paragraph (2), and Article 60, paragraph (2) of the Act;
(iv) approval under the provisions of Article 16, paragraph (1) and Article 21, paragraphs (2) and (4) of the Act (including when these provisions are applied mutatis mutandis pursuant to Article 63, paragraph (2) of the Act);
(v) acceptance of documents under the provisions of Article 21, paragraph (3) (including when these are applied mutatis mutandis pursuant to Article 63, paragraph (2) of the Act) and Article 33 of the Act;
(vi) orders for the submission of reports and materials, as well as questioning and inspection under the provisions of Article 42, paragraph (1) (including when these are applied mutatis mutandis pursuant to Article 50, paragraph (3) of the Act (including when it is applied mutatis mutandis pursuant to Article 62, paragraph (2) of the Act)) and Article 58, paragraph (1) of the Act;
(vii) orders under the provisions of Article 43 of the Act;
(viii) rescission of registration and orders for suspension of the whole or part of business under the provisions of Article 45, paragraph (1) and Article 60, paragraph (1) of the Act;
(ix) public notice under the provisions of Article 48 of the Act (excluding a public notice related to a disposition rescinding a license as set forth in Article 3 or Article 53, paragraph (1) of the Act under the provisions of Article 44, paragraph (1) or Article 59, paragraph (1) of the Act, and orders for suspension of the whole or part of business under the provisions of Article 44, paragraph (1) and Article 59, paragraph (1));
(x) petitions under the provisions of Article 58, paragraph (4) of the Trust Act as applied by replacing certain terms pursuant to the provisions of Article 49, paragraph (1) of the Act (excluding the part concerning the rescission of a license set forth in Article 3 of the Act under the provisions of Article 44, paragraph (1) of the Act, and including when applied mutatis mutandis pursuant to Article 61of the Act) and notices under the provisions of Article 62, paragraph (2) of the Trust Act as applied by replacing certain terms pursuant to the provisions of Article 49, paragraph (2) of the Act (excluding the part concerning the rescission of a license set forth in Article 3 of the Act under the provisions of Article 44, paragraph (1) of the Act, and including when applied mutatis mutandis pursuant to Article 61of the Act);
(xi) acceptance of a request under the provisions of Article 50, paragraph (1) and Article 62, paragraph (1) of the Act, and statements of opinions under the provisions of Article 50, paragraph (2) of the Act (including when applied mutatis mutandis pursuant to Article 62, paragraph (2) of the Act);
(xii) approval under the provisions of Article 10, item (iii) and Article 12, paragraphs (1) and (2); and
(xiii) acceptance of a petition, public notice, notice, investigation, granting of an opportunity to state an opinion, preparation of a distribution list, and realization, under the provisions of Article 11.
(3) In addition to the authority listed in item (vi) of the preceding paragraph (excluding the authority over Trust Companies and Foreign Trust Companies designated by the Commissioner of the Financial Services Agency as prescribed in that paragraph) and those concerning a person conducting transactions involving the business activities of the relevant Trust Company, etc. with a branch office or other business office or office of the Trust Company, etc. which is not the Head Office, etc., or over a holding company as prescribed in Article 5, paragraph (2), item (ix) of the Act which has the relevant Trust Company, etc. as its Subsidiary Company (meaning a Subsidiary Company as defined in Article 5, paragraph (6) of the Act) (hereinafter collectively referred to as the "Branch Office, etc." in this Article), the Director-General of the Local Finance Bureau with jurisdiction over the locality of the relevant Branch Office, etc. (if the person conducting the transaction is an individual, the domicile or residence) may also exercise that authority.
(4) The authority listed in paragraph (2), item (vi) over the Branch Office, etc. of a Trust Company or Foreign Trust Company designated by the Commissioner of the Financial Services Agency as prescribed in that paragraph is delegated to the Director-General of the Local Finance Bureau with jurisdiction over the locality of the relevant Branch Office, etc. (if the person conducting the transaction with the Trust Company or Foreign Trust Company is an individual, the domicile or residence); provided, however, that this does not preclude the Commissioner of the Financial Services Agency from exercising the authority itself.
(5) If the Director-General of a Local Finance Bureau who has ordered a Branch Office, etc. to submit reports or materials or who has conducted questioning or inspections at a Branch Office, etc. pursuant to the provisions of the preceding two paragraphs (hereinafter referred to as an "Inspection, etc." in this paragraph) finds, as a result of the Inspection, etc., that it is necessary to conduct an Inspection, etc. at the Head Office, etc. of the Trust Company, etc. or at a Branch Office, etc. other than the first-mentioned Branch Office, etc., the Director-General may conduct an Inspection, etc. at the Head Office, etc. or other Branch Office, etc.
(6) When the Commissioner of the Financial Services Agency confers a designation set forth in paragraph (2), the Commissioner of the Financial Services Agency shall issue a public notice to that effect. The same applies when the Commissioner of the Financial Services Agency rescinds such designation.
(Delegation of Authority over the Major Shareholders of a Trust Company to the Director-General of the Local Finance Bureau)
Article 21 (1) Within the scope of the Commissioner's Authority, the authority listed in the following items which is related to Residents (meaning Residents as prescribed in Article 6, paragraph (1), item (v) of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949); hereinafter the same applies in this Article, the following Article and Article 23, paragraph (1)) is delegated to the Director-General of the Local Finance Bureau with jurisdiction over the locality of the principal business office or office of the relevant Resident (if the Resident is an individual, the domicile or residence, and if the Resident is a foreign company whose head office or principal office is located in a foreign state, the locality of its business office within Japan; the same applies in paragraph (1) of the following Article) and the authority over Non-Residents (meaning Non-Residents as prescribed in Article 6, paragraph (1), item (vi) of that Act; the same applies in the following Article and Article 23, paragraph (1)) is delegated to the Director-General of the Kanto Local Finance Bureau; provided, however, that this does not preclude the Commissioner of the Financial Services Agency from exercising the authority listed in item (ii)itself:
(i) acceptance of a notification of Subject Voting Rights held under the provisions of Article 17, paragraph (1) of the Act (including when these are applied mutatis mutandis pursuant to Article 20 of the Act) and acceptance of a notification under the provisions of Article 19 of the Act (including when these are applied mutatis mutandis pursuant to Article 20 of the Act); and
(ii) orders for the submission of reports and materials and questioning and inspections under the provisions of Article 42, paragraph (2) of the Act.
(2) Within the scope of the Commissioner's Authority, the authority over orders under the provisions of Article 18 of the Act (including when these are applied mutatis mutandis pursuant to Article 20 of the Act) (excluding the authority over Trust Companies designated by the Commissioner of the Financial Services Agency) is delegated to the Director-General of the Local Finance Bureau with jurisdiction over the locality of the Trust Company's head office.
(3) In addition to it being permitted for the Director-General of the Local Finance Bureau who is prescribed in paragraph (1) to exercise the authority listed in paragraph (1), item (ii), the Director-General of the Local Finance Bureau with jurisdiction over the locality of a Trust Company's head office may also exercise that authority.
(4) Within the scope of the authority listed in paragraph (1), item (ii), in addition to it being permitted for the Director-General of the Local Finance Bureau who is prescribed in paragraph (1) and the Director-General of the Local Finance Bureau who is prescribed in the preceding paragraph to exercise the authority to conduct questioning and inspections at the non-principal business office or office of a Resident that is a juridical person (hereinafter referred to as a "Secondary Business Office, etc." in this paragraph), the Director-General of the Local Finance Bureau with jurisdiction over the locality of the Secondary Business Office, etc. may also exercise that authority.
(5) When the Commissioner of the Financial Services Agency confers a designation set forth in paragraph (2), the Commissioner of the Financial Services Agency shall issue a public notice to that effect. The same applies when the Commissioner of the Financial Services Agency rescinds such a designation.
(Delegation of Authority Over a Person Entrusted With Business by a Trust Company to the Director-General of the Local Finance Bureau)
Article 22 (1) Within the scope of the Commissioner's Authority, the authority to order the submission of reports and materials and conduct questioning and inspections under the provisions of Article 42, paragraph (3) of the Act in relation to Residents is delegated to the Director-General of the Local Finance Bureau with jurisdiction over the locality of the principal business office or office of the relevant Resident, and such authority in relation to Non-Residents is delegated to the Director-General of the Kanto Local Finance Bureau; provided, however, that this does not preclude the Commissioner of the Financial Services Agency from exercising the authority itself.
(2) In addition to it being permitted for the Director-General of the Local Finance Bureau who is prescribed in the preceding paragraph to exercise the authority prescribed in that paragraph, the Director-General of the Local Finance Bureau who has jurisdiction over the locality of the relevant Trust Company's head office may also exercise that authority.
(3) Within the scope of the authority prescribed in paragraph (1), in addition to it being permitted for the Directors-General of the Local Finance Bureaus who are prescribed in the preceding two paragraphs to exercise the authority to conduct questioning and inspections at a non-principal business office or office of a Resident that is a juridical person (hereinafter referred to as the "Secondary Business Office, etc." in this paragraph), the Director-General of the Local Finance Bureau with jurisdiction over the locality of the Secondary Business Office, etc. may also exercise that authority.
(Delegation of Authority Over the Trustee of a Trust Created between Persons Belonging to the Same Company Group to the Director-General of the Local Finance Bureau)
Article 23 (1) Within the scope of the Commissioner's Authority, the authority listed in the following items over Residents that are the trustees of trusts set forth in Article 51, paragraph (1) of the Act is delegated to the Director-General of the Local Finance Bureau with jurisdiction over the locality of the principal business office or office of the relevant trustee (hereinafter referred to as the "Principal Business Office, etc." in this Article), and the authority listed in the following items over Non-Residents that the trustees of trusts set forth in said paragraph is delegated to the Director-General of the Kanto Local Finance Bureau; provided, however, that this does not preclude the Commissioner of the Financial Services Agency from exercising the authority listed in item (iii) itself:
(i) acceptance of a notification under the provisions of Article 51, paragraphs (2) and (5) of the Act;
(ii) orders under the provisions of Article 51, paragraph (4) of the Act; and
(iii) orders for the submission of reports and materials and questioning and inspections under the provisions of Article 51, paragraph (6) of the Act.
(2) In addition to it being permitted for the Director-General of the Local Finance Bureau that is prescribed in the preceding paragraph to exercise the authority listed in item (iii) of the preceding paragraph over the business office or office of the trustee of a trust set forth in Article 51, paragraph (1) of the Act which is not the Principal Business Office, etc. thereof (hereinafter referred to as the "Secondary Business Office, etc." in this paragraph and the following paragraph), the Director-General of the Local Finance Bureau with jurisdiction over the locality of the Secondary Business Office, etc. may also exercise that authority.
(3) If the Director-General of a Local Finance Bureau who has ordered a Secondary Business Office, etc. to submit reports or materials or who has conducted questioning or inspections at a Secondary Business Office, etc. pursuant to the provisions of the preceding paragraph (hereinafter referred to as an "Inspection, etc." in this paragraph) finds, as a result of the Inspection, etc., that it is necessary to conduct an Inspection, etc. at the Principal Business Office, etc. of the trustee or at a Secondary Business Office, etc. other than the first-mentioned Secondary Business Office, etc., the Director-General may conduct an Inspection, etc. at the Principal Business Office, etc. or other Secondary Business Office, etc.
(Delegation of Authority Over the Agent for the Trust Agreement to the Director-General of the Local Finance Bureau)
Article 24 (1) Within the scope of the Commissioner's Authority, the authority listed in the following items is delegated to the Director-General of the Local Finance Bureau with jurisdiction over the locality of the principal business office or office of the Agent for the Trust Agreement (hereinafter referred to as the "Principal Business Office, etc." in this Article); provided, however, that this does not preclude the Commissioner of the Financial Services Agency from exercising the authority listed in item (vii)itself:
(i) acceptance of a written application for registration under the provisions of Article 68, paragraph (1) of the Act;
(ii) registration under the provisions of Article 69, paragraph (1) and Article 71, paragraph (2) of the Act;
(iii) public inspection under the provisions of Article 69, paragraph (2) and Article 77, paragraph (2) of the Act;
(iv) refusal of registration under the provisions of Article 70 of the Act;
(v) acceptance of a notification under the provisions of Article 71, paragraphs (1) and (3) and Article 79 of the Act;
(vi) acceptance of a report under the provisions of Article 77, paragraph (1) of the Act;
(vii) orders for the submission of reports and materials and questioning and inspections under the provisions of Article 80, paragraph (1) of the Act;
(viii) rescission of registration and orders under the provisions of Articles 81 and 82 of the Act; and
(ix) deletion of registration under the provisions of Article 84 of the Act.
(2) The authority listed in item (vii) of the preceding paragraph over the branch office or office of the Trust Agreement Agent for the relevant Trust Agreement other than the Principal Business Office, etc. thereof or over a person conducting transactions with the Agent for the Trust Agreement in connection with the business activities thereof (hereinafter referred to as a "Secondary Business Office, etc." in this Article), the Director-General of the Local Finance Bureau with jurisdiction over the locality of the Secondary Business Office, etc. (if the person conducting the transaction is an individual, the domicile or residence) may also exercise that authority.
(3) If the Director-General of a Local Finance Bureau who has ordered a Secondary Business Office, etc. to submit reports or materials or who has conducted questioning or inspections at a Secondary Business Office, etc. pursuant to the provisions of the preceding paragraph (hereinafter referred to as an "Inspection, etc." in this paragraph) finds, as a result of the Inspection, etc., that it is necessary to conduct an Inspection, etc. at the Principal Business Office, etc. of the Agent for the Trust Agreement or at a Secondary Business Office, etc. other than the first-mentioned Secondary Business Office, etc., the Director-General may conduct an Inspection, etc. at the Principal Business Office, etc. or other Secondary Business Office, etc.