Below is a list of registrations for licenses/permits in Japan and the documents and requirements for each type. We offer services for the following registrations and assist companies wishing to expand in these areas.
（１）Issuing of Credit Cards
（２）Acquiring/Sub-acquiring of Credit Cards
（３）Individual Credit Provider
（４）Funds Transfer Service
（５）Money Lending Business
（６） Crypto Assets Exchange Service
（７） (Financial Service) Intermediary
（８）Rent Guarantee Service
（１０）Financial Instruments and Exchange Service
（１１）Issuer of Prepaid Payment Instruments
（１２）Electronic Payment Services
2 Conditions of Each Registration
(1) Issuing of Credit Cards
Ministry of Economy, Trade and Industry (“METI”)
-Be a corporation or a “foreign corporation having a place of business in Japan.”
-Own “property basis deemed necessary to properly and reliably perform the funds transfer business.”
-20 million yen or more in capital stock or contribution
-Net assets (excluding total liabilities of applicant corporations) shall be more than 90% of the amount of its capital or contributions.
Documents Needed for Registration (Installment Sales Act Article 32, Enforcement Ordinance of the Installment Sales Act Article 63, etc.)
1. Registration application form
2. Articles of association
3. A certified copy of the registration [as a legal entity] or certificate of registered matters
4. Statement on property (Excel format)
5. Balance sheet, income statement, and statement of changes in net assets and notes (for the previous fiscal year)
6. Summary document on joint venture (Word format)
7. Curriculum vitae and background of the directors (Word format)
8. List of shareholders / employees of entity and parent company, or a document in lieu thereof (Word format) (Note: Limited to shareholders, etc. specified in law.)
9. Document stating the name of the participating Authorized Credit Bureau
10. Document stating name of person who conducts the Authorized Credit Bureau Service with whom the Credit Bureau Service Agreement has been concluded (excluding the subscribing designated credit information agencies)
11. Internal rules for business operations (Note: Includes documents related to merchant surveys, etc.)
12. Organization chart concerning operations
13. A document stating to pledge certain matters (Word format)
14. Corporate profile reference
15. Work plan reference
16. Contracts with members
(2) Acquiring of Credit Cards
Who Needs to Register
Any entity trying to acquire credit card merchants.
Documents Needed to Register
(Same as (1) Issuing of credit cards)
(3) Individual Credit Provider
Who Needs to Register
Any entity trying to provide individual credit service.
(1) Property: Net worth shall not be less than 50 million yen.
(2) Personnel: Compliance with the Installment Sales Act and establishment of a complaint handling system.
(3) Physical: An office system that reflects compliance with various laws (with particular emphasis on the protection of personal information).
Overview of the Examination Perspectives
・Whether policies (such as establishment of an internal control unit, responsible persons, disciplinary rules, etc.) are in place to ensure compliance with laws/regulations, and internal rules.
・Whether there are policies (appointment of responsible persons, system, record keeping, etc.) for investigating the estimated amount of payment.
・Whether there are policies (such as responsible persons, workflows, systems and record keeping) for conducting surveys on the solicitation of individual credit sales contracts, etc.
・Whether there is a system in place to ensure the smooth implementation of the measures stipulated in the revised Installment Sales Act in order to manage the number of member stores.
・Whether there are policies for the protection and use of information on purchasers, etc. (responsible person, handling standards, system, etc.)?
・Whether there are policies for handling complaints (responsible person, work flow, system, record keeping, etc.)
Procedure of Registration
A Preliminary Consultation about Registration
The Bureau of Economy, Trade and Industry (“BETI”) in each region provides advance consultation for registration. In order to carry out the registration application smoothly, the applicant or its agent is strongly expected to contact the relevant section of BETI. The most difficult part is preparing an internal control system to comply with applicable laws, regulations and self regulations of Japan Credit Association (“JCA”). Particularly regarding the internal control system with laws and regulations, complaint handling, and proper management of credit card numbers, etc., face-to-face interviews are conducted in accordance with internal regulations. The actual registration is usually completed within 2 months after all necessary and appropriate documents have been filed.
(4) Funds Transfer Service
Who Needs to Register
An entity that is not a bank, etc. which engages in funds transfer service as a business.
Where to Register
Registrations shall be submitted to the director of the finance bureau in the jurisdiction your principal place of business.
(Who to register with: Financial Services Agency, “FSA”.)
-Required to be a “joint stock company” or a “foreign funds transfer service operator having a place of business in Japan”.
-Required to own “property basis deemed necessary to properly and reliably perform the funds transfer business”.
-Required to organize a system to ensure appropriate and accurate fund transfer service and to comply with the provisions of “Chapter 3: Fund Transfer”.
-Shall not use the same or similar trade name as other fund transfer services.
-Shall not have had its registration as a fund transfer service or its license as a fund liquidator revoked, under the provisions of foreign laws and regulations equivalent to the Funds Settlement Act or the Banking Act, etc., during the past five years.
-Shall not have been sentenced to a fine or equivalent foreign punishment for violating the Funds Settlement Act, Banking Act, etc., the Capital Subscription Act or equivalent foreign laws and regulations during the past five years.
-None of the directors, etc. shall be ineligible. An ineligible person is as defined as the following:
(a) Adult ward
(b) A person who has received an order to begin(of commencement of) bankruptcy proceedings and does not obtain reinstatement (or any person equivalent to that under the laws and regulations of a foreign country).
(c) A person who has been sentenced to imprisonment or more (or a foreign punishment equivalent to this) and for whom five years have not passed.
(d) A person who has violated the Payment Services Act, the Banking Act, etc., the Capital Subscription Act (or formally, the Act Regulating the Receipt of Contributions, the Receipt of Deposits, and Interest Rates), or the Act on Punishment of Physical Violence and Others (or any equivalent foreign laws and regulations) and who has been sentenced to a fine (or any equivalent foreign punishment) and five years have not passed.
(e) In the case where registration as a fund transfer service provider has been revoked (or in the case of similar registration being revoked in a foreign country), a person who was a director etc. within 30 days prior to the date of revocation and five years has not yet passed.
(f) A person specified by a Cabinet Order as being equivalent to (e)
(5) Money Lending Business
Examples of Entities Who Needs to Register
Consumer lenders, bill discounters, business lenders (e.g., real estate mortgage lenders), credit card companies that offer loans, and department stores and supermarkets that provide credit card companies and loans
Financial Services Agency
Registered entities need to renew registration every three years.
Main Requirements [concerning registration]
-A trade name or name that does not mislead users, etc. into believing that you are a public institution or financial institution, which may damage fairness of transactions.
-Do not apply for two or more registrations under two or more trade names or names.
-Do not establish a reinstatement agent or a branch office of an agent.
-The agency agreement shall contain the following information:
(a) A statement indicating that you will comply with laws and regulations governing the money lending business
(b) Matters about the scope of agency services
(c) Matters about determination and payment of agency fees
(d) Matters related to the allocation of expenses necessary for the handling of agency services
(e) Principal facilities and equipment used for business
Main Requirements [concerning operations]
-Prevention of over-lending
-Regulation on collection activities
-Normalization of business relationships
-Confirmation of business offices, etc. locations
(6) Crypto Assets Exchange (Service) Business
Who Needs to Register
Any person engaging in the Crypto Asset Exchange Business (or “Crypto Assets Traders”) will need to register (JPSA Article 63, item 2). Here, the Crypto Asset Business means engaging in either of the following items:
(i) sales and purchase of Crypto Asset, or the exchange of a Crypto Asset with another type of Crypto Asset;
(ii) intermediary, brokerage, or agent service of (i);
(iii) administering money for its users for the services listed in (i) or (ii) that it provides to such users; or
(iv) administering Crypto Assets on behalf of someone else (JPSA Article 2, item 7).
Financial Services Agency
Definition of Crypto Assets
1. May be used against unspecified parties for the payment of goods/services that you purchase. (Requirement 1: unspecific)
2. Has a property value that may be purchased/sold to an unspecified party. (Requirement 2: has a property value)
3. Shall be recorded by electronic means on an electronic device, etc. and may be transferred by an electronic data processing system. (Requirement 3: electronic records)
4. Assets shall not be a Japanese/foreign currency or any currency-based asset. (Requirement 4: non-legal currency/tender)
Requirements for Registration
1. Organizational Requirements
Shall be a K.K. (joint-stock company) or a foreign crypto assets exchange provider with sales office and representative in Japan.
2. Property Requirements
1. Capital amount shall be ten million yen or more.
2. Amount of your net asset shall not be negative.
3. Business Conduct Requirements (internal systems)
Internal systems of appropriate measures to protect users, such as segregation of users’ money and virtual currency shall be in place to properly and securely conduct your business. More specifically, strengthening the function of internal control/internal audit departments, and whether monitoring is being carried out to ensure appropriate operational control systems.
4. Legal Compliance Requirements (internal systems)
Shall have necessary internal systems in place to comply with the provisions of the amended Payment Services Act. Specifically, whether you have developed a training and education system covering compliance, and whether you are working to improve and foster compliance awareness among your officers and employees.
5. Trade Name Requirements
You may not use the same (or similar) name/trade name used by other crypto asset exchange providers.
6. Requirements Regarding Other Businesses
If you are engaged in any other business, such business shall not be contrary to public interest.
Key Processes (from interviews with your directors, document screening, and on-site examinations)
-Confirmation of business plan, details of business activity (including system plans)
e.g. Is the business plan of your company and your group company clear enough?
-Review of the basic concept of risk management.
e.g. Have you identified and assessed risks in accordance with your business plan and organized internal control systems to handle each risk?
-Verification of detailed management methods/systems, based on documents and rational evidence (self-regulation rules will be referenced together).
e.g. Risk management for handling Crypto Assets
-Business management, etc. (including internal audits)
-User protection measures
-Separate management of used property
-User information management
-Management of external contractors
-System risk management
-Anti-money laundering and terrorist financing
-Based on results of document screenings, the operational status and effectiveness of management systems at the actual operational site.
(7) (Financial Service) Intermediary
Financial Service Intermediary is any entity that engages in one or more of the following operations as a business: deposit, etc. intermediary business, insurance intermediary business, securities intermediary business, or money lending intermediary business.
Financial Services Agency
-Applicant’s license or registration shall not have been revoked by the Amended Act, the Banking Act, or any other law within five years (Section 15 of the Amendment Act);
-Shall not be identified by an ordinance as likely to commit unauthorized or unfaithful acts;
-Shall not be engaged in other business activities that may be deemed to be against public interest;
-Shall have sufficient ability to properly carry out financial service intermediary business;
-In the case of providing financial services electronically (i.e., via the Internet), applicants shall have systems in place to properly and securely conduct electronic financial service intermediary;
-Shall have developed internal rules that are equivalent to rules established by Association of Certified Financial Service Intermediary or shall have established an internal system to ensure compliance.
Details of Application Form
To be registered, you must submit an application form stating the name of entity, name of directors, name and address of business office, type of business, whether you are engaged in this business as a digital entity (Electronic Financial Services Intermediary Business) or not, and the type of business you are engaged in, if you are engaged in any other business.
(8) Rental Liability Guarantee Service
Ministry of Land, Infrastructure, Transport, and Tourism
A rental liability guarantee firm who meets certain requirements can be registered with the government as a party that can properly and reliably carry out the rental liability guarantee business (renewable every five years).
This is a voluntary registration system, and it is possible to operate a rental liability guarantee firm without registration.
Benefits of Registering
-Registered by the government as a party who can properly conduct the business of a rental liability guarantee firm and such information will be widely provided [by the government] to others.
-Application of Housing Finance Agency’s Rental Liability Guarantee Firm (under specific conditions)
-Subject to subsidies to reduce rental liability guarantee fee,.
Documents Needed to Register
An application form must be turned in with supplementary documents such as copies of internal regulations, work experience resumes, and written statements on the status of business.
Each item of Article 6, Section 1 of the Rental Liability Guarantee Firm Rule lists those who cannot register for Rental Liability Guarantee Services. These include persons who have received an order of commencement of bankruptcy proceedings and have not been reinstated as well as those with net assets of less than 10 million yen.
There are two types of banks, and therefore, two processes for obtaining licenses.
(1) Option 1: Creating a Japanese Sub and Acquiring Bank License
In general, there are two types of banks. One is the ordinary bank prescribed under the Banking Act and the other is the special type bank like Shinkin Bank (or community bank) prescribed under special acts like the Shinkin Bank Act.
The Shinkin Banks gather investments from their members and provide services mainly to such members in a certain region. We believe that ordinary bank is the option that you would prefer over Shinkin Bank, etc. Thus, we will focus on ordinary banks.
Main Requirements (Banking Act Article 10):
-Ensure financial basis to conduct banking business soundly and efficiently and shall have good prospects for income and expenditure pertaining to the business
-A Kabushiki Kaisha (stock corporation)
-Shall not fall under any other permit rejection criteria (e.g. relationship with crime organizations)
The requirements can be found in the (i) Banking Act, (ii) Banking Act Enforcement Order, (iii) Banking Act Enforcement Ordinance, and (iv) Financial Service Agency’s Supervisory Guideline. For internet banks operating on the internet, the requirements are mitigated in part (See section VII-1-5 of the said Supervisory Guideline), but the basic regulatory frameworks applicable are the same.
-Required to provide certain information to customers (Banking Act Article 12-2)
-Required to comply with limits to extension of credit (Banking Act Article 13)
-Required to contract with an ADR handling institution (Banking Act Article 12-3)
-Required to ensure that its transaction(s) with related party(ies) are at arm’s length (Article 13-2)
-Required to ensure internal control to ensure compliance (Article 13-3-2)
-Required to ensure stability (Banking Act Article 14-2)
-Is prohibited to have a subsidiary that engages in business other than those permitted under the Banking Act (Banking Act Article 16-2)
-Is prohibited to acquire or maintain 5% or more shareholding in another domestic company that engages in business other than those permitted under the Banking Act (Banking Act Article 16-4)
-Required to administer management of the whole group, meaning itself and its subsidiaries (Banking Act Article 16-3)
-Required to make April 1 to March 31 its business year (Banking Act Article 17);
-Required to make business reports (Article 19)
-Required to file occurrence of certain incidents (Banking Act Article 53)
Extent of Business
An Ordinary Bank may conduct inherent banking activities or koyu gyoumu (e.g. acceptance of deposit, making loans, and provision of funds transfer service) as well as ancillary activities and other permitted activities, but may not engage in other activities. To provide (i) trust services (e.g. to become a trust bank), (ii) securities brokerage activities (e.g. to become an investment bank), (iii) prepaid card services, (iv) credit card services, or (v) bank agent services, etc. such other permits or registration may be required.
(2) Option 2: Acquiring a Foreign Bank Branch Permit
Main Requirements (Article 47, Item 2 of the Banking Act):
-Required to have a 2-billion-yen fund for the Japan branch;
-Required to ensure financial basis to conduct banking business soundly and efficiently and shall have good prospects for income and expenditure pertaining to the business; and
-Shall not fall under any other permit rejection criteria (e.g. relationship with crime organizations).
The applicant is not required to be a Kabushiki Kaisha. AG will suffice.
Some obligations such as item (vii) to (x) are exempt. For item (vi), the standard for foreign branches is not provided for, so it is virtually exempt. Item (xii) is not applicable, but foreign branches are required to file occurrence of certain incidents under Article 49 of the Banking Act instead. Other provisions are basically fully applicable or partially applicable (Article 47, Item 2 of the Banking Act).
Extent of Business that can be Conducted
This is virtually the same as the bank sub case as described in (1) above.
A branch office in Japan of a foreign bank can also apply for a license under the JBA.
Foreign Bank Agency Services
A bank may operate a foreign bank agency business for each foreign banking group (refers to a foreign bank and a group of foreign banks that are subsidiaries of the foreign banking group and other persons specified by a Cabinet Office Ordinance) with which a foreign bank belongs to upon approval. (Article 52, Item 2, Clause 2 of the Banking Act）.
Bank Agency Services
Definition (Article 2, Item 14 of the Banking Act)
-Acting as an agent or intermediary of a contract for the acceptance of deposits or fixed-term deposits, etc.
-Acting as an agent or intermediary for the conclusion of a contract for the lending of funds or the discounting of notes
-Agency or intermediary in concluding a contract with foreign exchange transactions
Main Requirements (Article 52, Item 38 of the Banking Act)
-A financial basis that is deemed necessary to carry out banking agency business.
-In light of the composition of the human resources, has the necessary ability to perform the banking agency business accurately, fairly and efficiently, and who has sufficient social credibility.
-Not deemed to be likely to interfere with the proper and reliable operation of the bank agency business by engaging in any other business.
(10) Financial Instruments and Exchange Service
There are 4 types of Financial Instruments Businesses: Type I Financial Instruments Business, Type II Financial Instruments Business, Investment Management Business, and Investment Advisory and Agency Business.
Type I Financial Instruments Business
Categories of businesses under Type I include those that handle the purchase and sale of securities, market derivatives transactions on securities, and FX. Type I has the strictest requirements out of the four types of Financial Instruments Businesses, and here are a few:
(1) The company must be a joint stock company with a board of directors and corporate auditors or committees.
(2) Net assets and capital must be 50 million yen or more.
(3) Capital adequacy ratio must be 120% or more.
(4) The major shareholder must not be a disqualified person.
(5) Must have sufficient human resources to accurately conduct Type I Financial Instruments Business.
Even after registration is completed, business reports need to be filed within three months prior of the end of the fiscal year, and registration forms must be filed if there are any changes to the trade name, head office location, etc.
Type II Financial Instruments Business
Financial Instruments and Exchange Act Article 29, Item 4 states the requirements for registering as Type II such as:
-If a company, capital must be more than 10 million yen.
-If a company, it must have a business office or office in Japan.
-If a foreign company, it must have an appointed representative in Japan.
Investment Management Business
As an Investment Management Business, a firm manages assets on behalf of its clients and provides fund management services. Further, it manages stocks and other securities with the investment capital deposited by clients and analyzes and reports on the status of assets.
To register as an Investment Management Business, a company must be a joint stock company with a minimum capital of 50 million yen and net assets of 5 million yen.
Investment Advisory and Agency Business
Investment Advisory and Agency Business deals with agency and intermediary business and investment advisory businesses.
Agency and intermediary business, the firm represents and mediates the conclusion of contracts, and in the investment advisory business, the firm provides investment advice.
Three Major Requirements
-A deposit of 5 million yen (business deposit)
-There are three persons in charge of, respectively, investment decisions, internal audit and compliance, and that there are sufficient human resources to accurately conduct Investment Advisory and Agency Business
How to Register
For all of the above cases, a registration form and supplementary documents must be filed at the Regional Finance Bureau. After a screening is completed, the Prime Minister will complete the registration.
(11) Issuer of Prepaid Payment Instruments
This provision applies to cases where the amount of sales made through prepaid installment sales is more than 10 million yen per year.
Financial Services Agency
-That the amount of money or the quantity of goods/services (number of units, frequency, etc.) is recorded on vouchers, electronic devices, or other objects (vouchers, etc.) or in an electromagnetic manner.
-That the voucher with the amount of money or the quantity of goods/services described in the voucher or recorded in an electromagnetic manner is paid.
-That the amount of money or the quantity of the goods/services stated on it or recorded in an electronic manner, or a number, symbol, or other sign that is linked with the property value of those goods or services is issued.
-That the vouchers, numbers, symbols, other signs etc., are available for use by presentation, delivery, notice, or other means at the time of purchase of goods or provision of services.
(12) Electronic Payment Services
Financial Services Agency
-Shall have a financial basis for the proper and reliable performance of Electronic Payment Services (Article 52-61-5(1)(a) of the Banking Act).
The only requirement for this financial basis is that net assets are not negative (Article 34-64-6 of Ordinance). Because Electronic Payment Services do not receive deposits of user funds themselves, their financial statements are not subject to the same standards3 as those of other industries that handle transactions. (3Funds transfer businesses are required to preserve the full amount of user funds that are being transferred.)
-Shall have a system to properly and reliably carry out Electronic Payment Services (Article 52-61-5, paragraph 1, item 1 (b) of the Banking Act).
-Applicants shall not have been subjected to certain punishments under the Banking Act, etc. (e.g., revocation of registration due to violation of this Act) and five years have not passed from the date of such punishment.
3 Important Points
For registration, it is necessary to create internal rules and manuals in compliance with relevant laws and guidelines and develop and maintain an internal system in line with these rules and manuals.
If you want to register as an acquirer, you may use contract templates according to your industry to simplify the process and significantly reduce the wait. However, it is necessary to formulate manuals in line with the company’s business model, secure human resources who will actually perform operations, and develop legal compliance systems that allows these personnel to function effectively. This is the most difficult part. For example, matters described in internal rules and manuals must be understood by the people in relevant systems department, sales department, etc. If a project is carried out without proper understanding, it may easily be delayed for a half a year to a couple of years when an insufficiency in the registration procedures is discovered later on.
On the other hand, in the case of global companies, there are already internal guidelines, rules, systems, etc., and there are efforts to make minimal changes as to comply with self-regulations. However, after analyzing a large quantity of English internal procedures and manuals, etc., we believe that it is not easy to pick and choose sections to modify in order to comply with Japanese laws, regulations and guidelines and then implement such amendments. Most cases require a great amount of translation and due to a lack of understanding of Japanese laws and regulations, it is not uncommon for the registration application to take a long time to be completed, as corrections are pointed out by the responsible authorities after it has been filed to the responsible authorities.
Most cases require a great amount of translations and are not easy tasks.
４ Our Law Firm’s Services
-Specialized in the fields of finance, payments, moneylending, and advertising/internet business.
-Strong in international trading (Communications made in English.).
-Experienced in the above fields.
We assist with:
-Preparing registration applications
-Creating Policies & Procedures, internal manuals, and Terms and Conditions, etc. for users and merchants
-Creating and modifying privacy and cookie policies
-Creating internal rules related to personal information
-Preparations to join credit bureaus such as CIC, JICC and CRIN
-Complying with the International Brand Rules
-Complying with the PCIDSS (in cooperation with partners)
-Negotiations with Acquirer regarding merchant agreements
-Provisions of ancillary services (company establishment, obtaining permits and licenses, obtaining Visa, creating Rules of Employment, etc.)
-Referral of service providers and contractors required for obtaining licenses
-Advice on how to handle identity verification
-and much more
Application for Registration
Starting from 1 million yen (depends on the amount of work and the level of difficulty). Please contact us for more details.