Publication of Financial Instruments Regulation Amendments and Comment Results
Overview
The Financial Services Agency published the results of public comments on proposed amendments to Cabinet Office Orders related to the Financial Instruments and Exchange Act and promulgated the amended Cabinet Office Orders. The amendments ease solicitation regulations for digital bonds and similar products by group companies of bond-issuing companies, ease investment management regulations concerning cooperation with overseas venture funds, and designate as securities the rights to be represented by depositary receipts without issued certificates. The first two amendments take effect on September 16, 2026, and the amendment concerning depositary receipts takes effect on October 5 of the same year.
Key points
- Amendments to Cabinet Office Orders related to the Financial Instruments and Exchange Act were promulgated.
- Regulations concerning bond solicitation and overseas venture funds were eased.
- The designation as securities of rights concerning depositary receipts without issued certificates was clarified.
- There were 29 public comments.
Overview
The Financial Services Agency solicited opinions from July 24, 2026, through August 24, 2026, on proposed amendments to Cabinet Office Orders concerning definitions prescribed in Article 2 of the Financial Instruments and Exchange Act and related matters, and received 29 comments. An overview of the comments and the Financial Services Agency's views are presented in Appendix 1, while the specific amendments are organized in Appendices 2 and 3.
Impact
Solicitation of bonds by group companies of bond-issuing companies is excluded from the financial instruments business when it can be regarded as equivalent to solicitation by the issuing company. Regarding cooperation with overseas venture funds, the requirements for the foreign fund exception are relaxed when a domestic venture fund invests in an overseas venture fund, in order to promote the overseas expansion of domestic startups.
Details
The amendments consist of three areas: easing regulations on the solicitation of digital bonds and similar products by group companies of bond-issuing companies; easing investment management regulations concerning cooperation with overseas venture funds (VFs); and designating as securities the rights to be represented by depositary receipts without issued certificates. The third amendment clarifies that the rights to be represented by depositary receipts are securities even when no certificate is issued, and establishes notes on entries in the forms for securities registration statements. The Cabinet Office Orders were promulgated on September 15, 2026; the first two amendments take effect on September 16, 2026, and the third takes effect on October 5 of the same year.