Article 1(1)The purpose of this Act is, in view of the public nature of Bank services and for the purpose of maintaining their credibility, securing protection for depositors, and facilitating the smooth functioning of financial services, to ensure the sound and appropriate operation of Bank services, thereby contributing to the sound development of the national economy.

(2)In the application of this Act, due consideration must be given to respecting Banks' voluntary efforts to manage their own services.

Article 2(1)The term "Bank" as used in this Act means a person that engages in Banking under a license from the Prime Minister as referred to in Article 4, paragraph (1).

(2)The term "Banking" as used in this Act means the business of performing any of the following activities:

(3)The term "Installment Savings" as used in this Act means money that is accepted on multiple occasions at regular intervals or within a fixed period of time, with the promise that a fixed amount of money will be paid on a designated date.

(4)The term "Installment Savings, etc." as used in this Act means, in addition to Installment Savings, money paid in, in installments and accepted within a fixed period of time, with the promise that a fixed amount of money will be paid at or before the end of that period.

(5)The term "Depositor, etc." as used in this Act means a depositor or a person that puts money into Installment Savings (including a person that pays in money in installments as prescribed in the preceding paragraph).

(6)The term "All Shareholders', etc. Voting Rights" as used in this Act means all shareholders' voting rights or all equity investors' voting rights (for a stock company, this excludes voting rights in respect of shares that do not allow the holder to exercise voting rights with regard to all of the matters that can be resolved at a shareholders meeting, but includes voting rights in respect of shares whose holders are deemed to have voting rights pursuant to the provisions of Article 879, paragraph (3) (Jurisdiction in Special Liquidation Cases) of the Companies Act (Act No. 86 of 2005); the same applies hereinafter).

(7)The term "Shares, etc." as used in this Act means shares or equity.

(8)The term "Subsidiary Company" as used in this Act means a second company in which a first company holds voting rights exceeding fifty percent of All Shareholders', etc. Voting Rights. In this, a second company in which a first company and one or more of its Subsidiary Companies hold voting rights exceeding fifty percent of All Shareholders', etc. Voting Rights, or in which one or more of a first company's Subsidiary Companies hold voting rights exceeding fifty percent of All Shareholders', etc. Voting Rights is deemed to be the Subsidiary Company of the first company.

(9)The term "Major Shareholder Threshold" as used in this Act means twenty percent (or fifteen percent, if a person that falls under the requirement specified by Cabinet Office Ordinance as one with regard to which a fact exists that is expected to have a material influence on decisions about the company's financial and business policies, holds the voting rights in the company) of all shareholders' voting rights.

(10)The term a "Bank's Major Shareholder" as used in this Act means a person that holds a number of voting rights in a Bank which is equal to or greater than the Major Shareholder Threshold (including a person that holds such voting rights in the name of another person (or under a fictitious name); the same applies hereinafter), and is incorporated under the authorization referred to in Article 52-9, paragraph (1) or obtains the authorization referred to in Article 52-9, paragraph (1) or the proviso to Article 52-9, paragraph (2).

(11)In the case referred to in paragraph (8) and the preceding paragraph, the voting rights held by the company or the person that holds those voting rights do not include voting rights from Shares, etc. that the company or person holds as trust property in a monetary or security trust (but only those that the settlor or beneficiary may exercise and those with regard to whose exercise the settlor or beneficiary may give instructions to the company or the person that holds them) or the voting rights specified by Cabinet Office Ordinance, but do include voting rights from Shares, etc. that constitute trust property which the company or the person that holds those voting rights may exercise, as the settlor or beneficiary, or with regard to whose exercise the company or person may give instructions, as the settlor or beneficiary (excluding those specified by Cabinet Office Ordinance), and voting rights from shares which cannot be asserted against the issuer pursuant to the provisions of Article 147, paragraph (1) or Article 148, paragraph (1) of the Act on Book-Entry of Corporate Bonds, Shares (Act No. 75 of 2001).

(12)The term "Holding Company" as used in this Act means a Holding Company as provided in Article 9, paragraph (4), item (i) (Holding Companies) of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade (Act No. 54 of 1947).

(13)The term "Bank Holding Company" as used in this Act means a Holding Company that has a Bank as its Subsidiary Company, and that is incorporated under the authorization referred to in Article 52-17, paragraph (1) or has obtained the authorization referred to in Article 52-17, paragraph (1) or the proviso to Article 52-17, paragraph (3).

(14)The term "Bank Agency Services" as used in this Act means the business of performing any of the following activities on behalf of a Bank:

(15)The term "Bank Agent" as used in this Act means a person that performs Bank Agency Services under the license of the Prime Minister as referred to in Article 52-36, paragraph (1).

(16)The term "Principal Bank" as used in this Act means a Bank that accepts deposits or Installment Savings, etc., lends funds, discounts bills and notes, or deals in funds transfer transactions as referred to in the items of paragraph (14) under a contract provided for in one of the items of that paragraph, based on an activity set forth in one of the items of that paragraph which a Bank Agent performs.

(17)The term "Designated Dispute Resolution Organization" as used in this Act means a person that has been designated under Article 52-62, paragraph (1).

(18)The term "Banking Services" as used in this Act means services that a Bank performs pursuant to the provisions of Article 10 and Article 11, services that a Bank performs pursuant to the provisions of the Secured Corporate Bonds Trust Act (Act No. 52 of 1905) and other laws, and Bank Agency Services that a person engaged in Bank Agency Services performs for a Bank.

(19)The term "Complaint Processing Procedures" as used in this Act means procedures for processing a complaint related to banking services (meaning a complaint about Banking Services; the same applies in Article 52-67, Article 52-68 and Article 52-72).

(20)The term "Dispute Resolution Procedures" as used in this Act means procedures that attempt to resolve a dispute related to banking services (meaning a dispute about Banking Services which can be settled between the parties; the same applies in Article 52-67, Article 52-68, and Articles 52-73 to 52-75 inclusive) without recourse to court proceedings.

(21)The term "Dispute Resolution, etc." as used in this Act means services involved in Complaint Processing Procedures and Dispute Resolution Procedures, as well as services incidental thereto.

(22)The term "Basic Contract for the Implementation of Dispute Resolution Procedures" as used in this Act means a contract concluded between a Designated Dispute Resolution Organization and a Bank with regard to the implementation of Dispute Resolution, etc.

Article 3The business of accepting deposits or Installment Savings, etc. (other than that which falls under the category of an activity set forth in paragraph (2), item (ii) of the preceding Article) is deemed to be Banking, and this Act applies.

Article 3-2(1)A person set forth in one of the following items is deemed to be a holder of voting rights in a Bank, in the numbers specified in the relevant item, and Chapter VII-3, Sections 1 and 2, Chapter VIII and Chapter IX apply:

(2)In the case referred to in one of the items of the preceding paragraph, the provisions of Article 2, paragraph (11) apply mutatis mutandis to voting rights that the person set forth in the relevant item of that paragraph is deemed to hold and to the voting rights that the holder of the voting rights holds.

Article 4(1)A person may not engage in Banking unless licensed by the Prime Minister to do so.

(2)Whenever an application is filed for a banking license, the Prime Minister must examine whether the following criteria are met:

(3)If a person whose entire or partial body of shareholders comprises persons engaged in Banking in a foreign state in accordance with foreign laws and regulations (including a person uniquely related to such a person as specified by Cabinet Order, but excluding a Bank, etc.; hereinafter a person so engaged in Banking in a foreign state is referred to as a "Foreign Bank, etc." in this paragraph) files a banking license application, and the Foreign Bank, etc. lawfully holds voting rights in the person filing the banking license application which exceed the number arrived at by multiplying all shareholders' voting rights in that person shareholders by the rate specified by Cabinet Office Ordinance, in addition to the criteria set forth in the items of the preceding paragraph, the Prime Minister must examine whether it can be found that Banks are treated in substantially the same manner as under this Act in the state where the principal business office of the Foreign Bank, etc. is located; provided, however, that this does not apply if such an examination would interfere with the faithful fulfillment of an international agreement, or in a case specified by Cabinet Order.

(4)If the Prime Minister finds it to be necessary in the public interest in light of the examination criteria under the preceding two paragraphs, the minister, within the scope of that necessity, may attach conditions to the license referred to in paragraph (1) or change such conditions.

(5)The term "Bank, etc." as used in paragraph (3) means a Bank, a Long-Term Credit Bank (meaning a Long-Term Credit Bank as prescribed in Article 2 (Definitions) of the Long-Term Credit Bank Act (Act No. 187 of 1952); the same applies hereinafter), or a financial institution specified by Cabinet Office Ordinance.

Article 4-2A Bank must be a stock company and must have in place the following administrative organs:

Article 5(1)The stated capital of a Bank must be equal to or more than the amount specified by Cabinet Order.

(2)The amount specified by Cabinet Order which is referred to in the preceding paragraph must not be less than one billion yen.

(3)A Bank must obtain the authorization of the Prime Minister if it seeks to reduce its stated capital.

Article 6(1)A Bank must use the characters "銀行" (with a pronunciation of "ginkou" and with a meaning of "bank") in its trade name.

(2)A person that is not a Bank must not use characters in its name or trade name which indicate it to be a Bank.

(3)A Bank must obtain the authorization of the Prime Minister if it seeks to change its trade name.

Article 7(1)A director (or, an executive officer, if the Bank is a company with committees) that is engaged in the day-to-day business operations of a Bank must not engage in the day-to-day business operations of any other company without the authorization of the Prime Minister.

(2)Whenever an application is filed for the authorization referred to in the preceding paragraph, the Prime Minister must not grant that authorization unless the minister finds that the particulars to which the application pertains are unlikely to interfere with the sound and appropriate management of Bank services.

Article 7-2(1)A director (or, if the relevant Bank is a company with committees, the executive officer) engaged in the day-to-day business operations of a Bank must have the knowledge and experience to be able to implement the executive management of the Bank appropriately, fairly, and efficiently, and must have sufficient social credibility.

(2)A person that has been issued an order to commence bankruptcy proceedings and that has not been discharged or a person that is treated in the same manner under foreign laws and regulations may not become the director, executive officer, or auditor of a Bank.

(3)With regard to the application of the provisions of Article 331, paragraph (1), item (iii) of the Companies Act (Qualifications of Directors) (including as applied mutatis mutandis pursuant to Article 335, paragraph (1) of that Act (Qualifications of Company Auditors) and Article 402, paragraph (4) of that Act (Election of Executive Officers)) to the director, executive officer, or auditor of a Bank, the term "this Act" in that item is deemed to be replaced with "the Banking Act, this Act".

(4)The provisions of the proviso to Article 331, paragraph (2) of the Companies Act (Qualifications of Directors) (including as applied mutatis mutandis pursuant to Article 335, paragraph (1) of that Act (Qualifications of Company Auditors)), Article 332, paragraph (2) of that Act (Directors' Terms of Office) (including as applied mutatis mutandis pursuant to Article 334, paragraph (1) of that Act (Accounting Advisors' Terms of Office)), Article 336, paragraph (2) of that Act (Company Auditors' Terms of Office), and the proviso to Article 402, paragraph (5) of that Act (Election of Executive Officers) do not apply to a Bank.

Article 8(1)Except in a case as specified by Cabinet Office Ordinance, a Bank must file a notification with the Prime Minister pursuant to the provisions of Cabinet Office Ordinance if it seeks to establish a branch or other business office in Japan, change its location (including a change in the location of its head office), change its type, or close it.

(2)Except in a case as specified by Cabinet Office Ordinance, a Bank must obtain the authorization of the Prime Minister pursuant to the provisions of Cabinet Office Ordinance if it seeks to establish a branch or other business office in a foreign state, change its type, or close it.

(3)A Bank must obtain the authorization of the Prime Minister pursuant to the provisions of Cabinet Office Ordinance if it seeks to conclude or terminate a contract under which it entrusts a person with an activity set forth in one of the items of Article 2, paragraph (14) in a foreign state.

Article 9A Bank must not allow another person to engage in Banking in its name.

Article 10(1)A Bank may perform the following services:

(2)In addition to the services set forth in the items of the preceding paragraph, a Bank may perform the following services and any other services incidental to Banking:

(3)The term "Short-Term Bonds, etc." as used in items (ii), (v)-3, and (xvi) of the preceding paragraph and paragraph (6) means the following bonds:

(4)The terms "Transaction of Securities-Related Derivatives" and "Brokerage with Written Orders" as used in paragraph (2), items (ii) and (xii) mean the Transaction of Securities-Related Derivatives defined in Article 28, paragraph (8), item (vi) (Definitions) of the Financial Instruments and Exchange Act (Act No. 25 of 1948) and the brokerage with written orders provided for in Article 33, paragraph (2) (Prohibition on Engagement in Securities Services by Financial Institutions) of that Act.

(5)The term "Government-Guaranteed Bonds" as used in paragraph (2), item (iv) means corporate bonds and other bond certificates for which the government guarantees redemption of the principal and payment of interest.

(6)The business set forth in paragraph (2), item (v) include the business of performing the activities set forth in Article 2, paragraph (8), items (i) to (vi) inclusive and (viii) to (x) inclusive (Definitions) of the Financial Instruments and Exchange Act for monetary claims that are indicated in the form of certificates as prescribed in paragraph 2, item (v) and that fall under the category of securities, and the business set forth in paragraph (2), item (v)-3 include the business of performing such activities for Short-Term Bonds, etc.

(7)The terms "Special Purpose Company", "Asset Securitization Plan", "Specified Bonds", and "Specified Short-Term Bonds" as used in paragraph (2), item (v)-2 mean, a Special Purpose Company, Asset Securitization Plan, Specified Bond, or Specified Short-Term Bond as prescribed in Article 2, paragraph (3), (4), (7), and (8) (Definitions), respectively, of the Act on the Securitization of Assets.

(8)The term "Handling of Private Placements of Securities" as used in paragraph (2), item (vi) means the handling of a private placement of securities (meaning a Private Placement of Securities as prescribed in Article 2, paragraph (3) (Definitions) as provided for in the Financial Instruments and Exchange Act).

(9)The term "Book-Entry Transfer Business" as used in paragraph (2), item (x)-2 means the book-entry transfer business that a person performs as an account management institution set forth in Article 2, paragraph (4) (Definitions) of the Act on Book-Entry of Corporate Bonds, Shares.

(10)The term "Derivatives Transactions" as used in paragraph (2), items (xii) and (xiii) and the term "Over-the-Counter Securities-Related Derivatives Transactions" as used in paragraph (2), items (xvi) and (xvii) mean the Derivatives Transactions prescribed in Article 2, paragraph (20) (Definitions) of the Financial Instruments and Exchange Act and the activity set forth in Article 28, paragraph (8), item (iv) (Definitions) of that Act.

Article 11In addition to the services it performs pursuant to the provisions of the preceding Article, a Bank may perform the following services, inasmuch as this does not interfere with the performance of the services set forth in the items of Article 10, paragraph (1):

Article 12A Bank may not do business other than that which it does pursuant to the provisions of the preceding two Articles and that which it does pursuant to the provisions of the Secured Bonds Trust Act or other Acts.

Article 12-2(1)In order to contribute to the protection of Depositors, etc. with regard to the acceptance of deposits or Installment Savings, etc. (hereinafter referred to as "Deposits, etc." in this paragraph) (other than the acceptance of specified Deposits, etc. as prescribed in Article 13-4), a Bank must provide information on the contents of Deposit, etc. contracts and other information that should serve as a reference to Depositors, etc., pursuant to the provisions of Cabinet Office Ordinance.

(2)In addition to what is provided for in the preceding paragraph, Article 13-4 and other Acts, a Bank, pursuant to the provisions of Cabinet Office Ordinance, must explain the material details of its services to customers, appropriately handle customer information it acquires in the course of business, take measures to ensure precise execution of its services if it entrusts them to a third party, and take other measures to ensure sound and appropriate management.

Article 12-3(1)A Bank must take the measures specified in the relevant of the following items for the category of case set forth in that item:

(2)When a Bank takes measures to conclude a Basic Contract for the Implementation of Dispute Resolution Procedures pursuant to the provisions of the preceding paragraph, it must publicly disclose the trade name or name of the Designated Dispute Resolution Organization that is the other party to the Basic Contract for the Implementation of Dispute Resolution Procedures.

(3)The provisions of paragraph (1) do not apply for the period specified in the relevant of the following items for the category of case set forth in that item:

Article 12-4A Bank may not become the unlimited liability member of a membership company or a member who executes its business.

Article 13(1)The total amount of credit extended, etc. (meaning credit that is extended or a financial contribution as specified by Cabinet Order; hereinafter the same applies in this Article) by a Bank to a single person (a single person includes any other person uniquely related to that single person as specified by Cabinet Order; hereinafter the same applies in this Article) must not exceed the amount arrived at by multiplying the amount of the Bank's equity capital by the ratio specified by Cabinet Order in respect of each of the categories specified by Cabinet Order (the amount thus calculated is referred to as the "limit on extensions of credit, etc." in this Article); provided, however, that this does not apply with the approval of the Prime Minister, if the total amount of credit extended, etc. by a Bank to a single person comes to exceed the limit on extensions of credit, etc. as a result of a merger, joint incorporation-type company split (meaning an incorporation-type company split that two or more stock companies or limited liability companies effect jointly; the same applies in Article 16-3, paragraph (4), item (iv) and Article 52-22, paragraph (1)), absorption-type company split, or business acquisition by the person to which the credit is extended, etc., or due to a compelling reason as specified by Cabinet Order.

(2)If a Bank has a person, such as a Subsidiary Company (other than one specified by Cabinet Office Ordinance), which is uniquely related to the Bank as specified by Cabinet Office Ordinance (hereinafter referred to as a "Subsidiary Company, etc." in this Article), the total amount of credit extended, etc. to a single person by the Bank and its Subsidiary Companies, etc. or by its Subsidiary Companies, etc. must not exceed the amount arrived at by multiplying the total net amount of the equity capital of the Bank and its Subsidiary Companies, etc. by the ratio specified by Cabinet Order in respect of each of the categories specified by Cabinet Order (hereinafter referred to as the "consolidated limit on extensions of credit, etc." in this Article). In such a case, the proviso to the preceding paragraph applies mutatis mutandis.

(3)The provisions of the preceding two paragraphs do not apply to the extension of credit to the national or local government, the extension of credit for which the government guarantees the redemption of the principal and payment of interest, or any other credit extended, etc. which is specified by Cabinet Order as equivalent thereto.

(4)In the case referred to in paragraph (2), if the total amount of credit extended, etc. to a single person by the Bank and its Subsidiary Companies, etc. or by its Subsidiary Companies, etc. exceeds the consolidated limit on extensions of credit, etc., the excess amount of credit extended, etc. is deemed to be credit extended, etc. by the Bank.

(5)Beyond what is provided for in the preceding paragraphs, the method of calculating the amount of credit extended, etc., the amount of equity capital prescribed in paragraph (1), the limit on extensions of credit, etc., the total net amount of the equity capital prescribed in paragraph (2), the consolidated limit on extensions of credit, etc., and other necessary particulars relevant to the application of the provisions of paragraphs (1) and (2) are specified by Cabinet Office Ordinance.

Article 13-2A Bank must not effect the following transactions or perform the following activities with a specified related party (meaning a person, such as a Subsidiary Company of that Bank, a Bank's Major Shareholder in respect of that Bank, a Bank Holding Company that has that Bank as its Subsidiary Company, a Subsidiary Company of such a Bank Holding Company (other than the relevant Bank itself), or a Bank Agent that has that Bank as its Principal Bank, which is uniquely related to that Bank as specified by Cabinet Order; hereinafter the same applies in this Article and the following Article) or with the customer of its specified related party; provided, however, that this does not apply with the approval of the Prime Minister, if there is a compelling reason as specified by Cabinet Office Ordinance for the Bank to effect that transaction or perform that activity:

Article 13-3A Bank must not engage in any of the following conduct (this excludes what is set forth in item (iv), as concerns services for concluding a specified deposit, etc. contract as prescribed in the Article 13-4) as concerns its services:

Article 13-3-2(1)In connection with transactions effected by a Bank, the Bank Agent that has that Bank as its Principal Bank, or the Parent Financial Institution, etc., or Subsidiary Financial Institution, etc. of a Bank, the Bank, pursuant to the provisions of Cabinet Office Ordinance, must properly manage information about the services performed by the Bank, the Bank Agent that has that Bank as its Principal Bank, or the Subsidiary Financial Institution, etc. of the Bank (limited to the Banking, Bank Agency Services, and other services specified by Cabinet Office Ordinance), and establish a system for properly supervising the implementation status of those services or take other necessary measures, in order to ensure that the interests of the customers of its services are not be unjustly impaired.

(2)The term "Parent Financial Institution, etc." as used in the preceding paragraph means a Bank, Financial Instruments Business Operator (meaning a Financial Instruments Business Operator as defined in Article 2, paragraph (9) (Definitions) of the Financial Instruments and Exchange Act; the same applies hereinafter), Insurance Company (meaning an Insurance Company as defined in Article 2, paragraph (2) (Definitions) of the Insurance Business Act; the same applies hereinafter), or other person engaged in financial services which is specified by Cabinet Order, which Cabinet Order stipulates as holding the majority of all shareholders' voting rights in the relevant Bank or as being closely related to that Bank in any other such way.

(3)The term "Subsidiary Financial Institution, etc." as used in paragraph (1) means a Bank, Financial Instruments Business Operator, Insurance Company, or other person engaged in financial services which is specified by Cabinet Order, in which Cabinet Order stipulates the relevant Bank to hold the majority of All Shareholders', etc. Voting Rights or which Cabinet Order stipulates to be closely related to that Bank in any other such way.

Article 13-4The provisions of Chapter III, Section 1, Subsection 5 of the Financial Instruments and Exchange Act (excluding Article 34-2, paragraphs (6) to (8) inclusive (Cases in Which a Professional Investor Is Deemed to Be a Customer Other Than a Professional Investor) and Article 34-3, paragraphs (5) and (6) inclusive (When a Customer Other than a Professional Investor Is a Corporation and That Corporation Is Deemed to Be a Professional Investor)) (Professional Investors); Section 2, Subsection 1 of that Chapter (excluding Articles 35 to 36-4 inclusive (Scope of Services for Persons Engaged in Type I Financial Instruments Business or Investment Management Business; Scope of Concurrent Business by Persons Only Engaged in Type II Financial Instruments Business or Investment Advisory and Agency Business; Duty of Sincerity to Customers; Posting of Signs; Prohibition on Name Lending; Prohibition on Corporate Bond Management), Article 37, paragraph (1), item (ii) (Regulation of Advertising); Article 37-2 (Obligation to Clarify the Conditions of Transactions in Advance); Article 37-3, paragraph (1), items (ii) and (vi) and Article 37-3, paragraph (3) (Delivery of Documents Prior to the Conclusion of a Contract); Article 37-5 (Delivery of Documents in Connection with the Receipt of a Security Deposit); Article 37-7 (Obligation to Conclude a Contract with a Designated Dispute Resolution Organization); Article 38, items (i) and (ii); Article 38-2 (Prohibited Acts); the proviso to Article 39, paragraph (3); Article 39, paragraph (5) (Prohibition on Compensation of Loss); Articles 40-2 to 40-5 inclusive (Best Execution Policy; Prohibition of Purchase and Sale, etc. If Separate Management Is Not Ensured; Restrictions on the Purchase and Sale, etc. of Securities for Professional Investors, Obligation to Notify in Connection with Securities for Professional Investors)) (General Rules); and Article 45 (excluding items (iii) and (iv)) (Miscellaneous Provisions) of the Financial Instruments and Exchange Act apply mutatis mutandis to a Bank's conclusion of a specified deposit, etc. contract (meaning a contract detailing the acceptance of specified deposits, etc. (meaning those that are specified by Cabinet Office Ordinance as deposits or Installment Savings, etc. that carry the risk of a loss of the principal due to fluctuations in the money rate, value of currencies, quotations on a financial instruments market as prescribed in Article 2, paragraph (14) of that Act, or any other index); the same applies hereinafter).In this case, the term "Financial Instruments Transaction Contract" in these provisions is deemed to be replaced with "specified deposit, etc. contract"; the term "Financial Instruments Business" in these provisions is deemed to be replaced with "services for concluding a specified deposit, etc. contract"; the term "act that constitutes a Financial Instruments transaction" in these provisions (excluding the provisions of Article 34 of that Act) is deemed to be replaced with "conclusion of specified deposit, etc. contract"; the phrase "contract for the Financial Instruments Business Operator, etc. to perform an act that constitutes a Financial Instruments transaction (meaning an act as set forth in the items of Article 2, paragraph (8); the same applies hereinafter) with the customer as the other party or on behalf of the customer" in Article 34 of that Act is deemed to be replaced with "specified deposit, etc. contract as prescribed in Article 13-4 of the Banking Act"; the word "; provided" in Article 37-3, paragraph (1) of that Act is deemed to be replaced with "and, in order to contribute to the protection of Depositors, etc. (meaning Depositors, etc. as prescribed in Article 2, paragraph (5) of the Banking Act; hereinafter the same applies in this paragraph), must provide the customer with information on the details of the specified deposit, etc. contract and other information that should serve as a reference to the Depositors, etc. in advance, pursuant to the provisions of Cabinet Office Ordinance; provided"; in Article 39, paragraph (1), item (i) of that Act, the phrase "a purchase and sale or other transaction of Securities (excluding a purchase and sale with a repurchase requirement and a predetermined repurchase price, and other transactions specified by Cabinet Order) or a Derivatives Transaction (hereinafter collectively referred to as a "Purchase and Sale or Other Transaction of Securities, etc." in this Article)" is deemed to be replaced with "the conclusion of specified deposit, etc. contract", the phrase "Securities or Derivatives Transaction (hereinafter collectively referred to as 'Securities, etc.' in this Article)" is deemed to be replaced with "specified deposit, etc. contract", the phrase "customer (if a Trust Company, etc. (meaning a trust company or a financial institution that has obtained the authorization referred to in Article 1, paragraph (1) of the Act on Engagement in Trust Business by a Financial Institution; the same applies hereinafter) conducts the purchase and sale of Securities or a Derivatives Transaction on the account of a person that establishes a trust based on a trust contract, this includes the person that establishes the trust; hereinafter the same applies in this Article)" is deemed to be replaced with "customer", and the phrase "to supplement its profits" is deemed to be replaced with "to supplement its profits, other than as under the specified deposit, etc. contract"; in Article 39, paragraph (1), items (ii) and (iii) of that Act, the term "a Purchase and Sale or Other Transaction of Securities, etc." is deemed to be replaced with "the conclusion of a specified deposit, etc. contract" and the term "Securities, etc." is deemed to be replaced with "specified deposit, etc. contract"; in item (ii) of that paragraph, the phrase "in order to add to the profit that the customer has accrued in connection with those Securities, etc." is deemed to be replaced with "in order to add to the profit that the customer has accrued in connection with those Securities, etc., other than as under the specified deposit, etc. contract"; in item (iii) of that paragraph, the term "in order to add to the profit that the customer has accrued in connection with those Securities, etc." is deemed to be replaced with "in order to add to the profit that the customer has accrued in connection with those Securities, etc., other than as under the specified deposit, etc. contract"; in paragraph (2) of that Article, the term "a Purchase and Sale or Other Transaction of Securities, etc." is deemed to be replaced with "the conclusion of a specified deposit, etc. contract"; in paragraph (2) of that Article, the phrase "which is specified by Cabinet Office Ordinance as a potential cause of" is deemed to be replaced with "which is a potential cause of"; in Article 45, item (ii) of that Act the phrase "Articles 37-2 to 37-6 inclusive; Article 40-2, paragraph (4); and Article 43-4" is deemed to be replaced with "Article 37-3 (limited to the part involving to delivery of a document set forth in paragraph (1) and excluding items (ii) and (vi) of that paragraph and paragraph (3)); Article 37-4; and Article 37-6"; and any other necessary technical replacement of terms is specified by Cabinet Order.

Article 14(1)A Bank must not extend credit to the director or executive officer of the Bank under terms and conditions that are disadvantageous to the Bank in light of the ordinary terms and conditions under which the Bank extends credit.

(2)With regard to the application of the provisions of Article 369, paragraph (1) (Resolution of Board of Directors Meetings) of the Companies Act to approval by the board of directors under Article 356, paragraph (1) (Restrictions on Competition and Conflicting Interest Transactions) of that Act as applied by replacing certain terms pursuant to Article 365, paragraph (1) (Restrictions on Competition and Transactions with Companies with Board of Directors) of that Act and to approval by the board of directors under Article 356, paragraph (1) of that Act as applied mutates mutandis pursuant to Article 419, paragraph (2) (Executive Officer's Duty to Report to Audit Committee Members) of that Act when a Bank director or executive officer is extended credit by that Bank, the phrase "the majority (when a higher proportion is provided for in the articles of incorporation, such proportion or more)" in that paragraph is deemed to be replaced with "at least a two-thirds majority (if a higher proportion is provided for in the articles of incorporation, such a proportion)".

Article 14-2The Prime Minister may stipulate the criteria set forth as follows and any other criteria as the criteria for a Bank to use in order to determine the soundness of its management, in order to contribute to the sound management of Bank services:

Article 15(1)Banks' non-business days are limited to Sundays and the days specified by Cabinet Order.

(2)Banks' business hours are specified by Cabinet Office Ordinance in consideration of circumstances such as the status of financial transactions.

Article 16(1)Except in the cases specified by Cabinet Office Ordinance, if a Bank temporarily suspends the whole or part of business at its business office due to a natural disaster or for any other reason beyond its control, it must immediately file a notification with the Prime Minister indicating this and giving the reason for the same, as well as issuing a public notice of this and posting this at that business office, pursuant to the provisions of Cabinet Office Ordinance. The same applies once a Bank resumes the whole or part of its business at a business office where it has or temporarily suspended the whole or part of its business.

(2)Notwithstanding the provisions of the preceding paragraph, the public notice under that paragraph is not be required if a Bank or temporarily suspends the whole or part of its business at an unmanned business office, and in any other case specified by Cabinet Office Ordinance.

Article 16-2(1)A Bank must not have a company other than one set forth in the following (hereinafter such a company is referred to as a "Company Eligible to Be a Subsidiary Company" in this Article) as its Subsidiary Company:

(2)In the preceding paragraph, the meanings of the terms listed in the following items are as prescribed respectively in those items:

(3)The provisions of paragraph (1) do not apply if a company other than a Company Eligible to Be a Subsidiary Company becomes the Subsidiary Company of a Bank through an acquisition of shares, etc. by the Bank or its Subsidiary Company due to the enforcement of a security interest or any other cause specified by Cabinet Office Ordinance; provided, however, that a Bank must take the measures that it needs to take so that the company that has so become its Subsidiary Company is no longer its Subsidiary Company by the day on which one year has passed since the date on which that cause arose.

(4)Unless a Bank obtains authorization for a merger, company split, or business acquisition pursuant to the provisions of Article 30, paragraphs (1) to (3) inclusive of this Act or Article 5, paragraph (1) (Authorization) of the Act on Mergers and Conversions in Financial Institutions (Act No. 86 of 1968), the Bank must obtain the authorization of the Prime Minister before seeking to make a Subsidiary Company out of a Company Eligible to Be a Subsidiary Company which constitutes a company set forth in one of items (i) to (xi) inclusive and (xiii) of paragraph (1) (other than a company that exclusively engages in Dependent Services (meaning Dependent Services as defined in paragraph (2), item (i); hereinafter the same applies in this paragraph and paragraph (7)) or services specified by Cabinet Office Ordinance as being incidental or related exclusively to Banking (if it is a company that engages in Dependent Services, this is limited to one that does so primarily in respect of services performed by the Bank); such a Company Eligible to Be Subsidiary Company is referred to as a "Bank, etc. Eligible to Be a Subsidiary Company" in this Article and paragraph (4), item (i) of the following Article).

(5)The provisions of the preceding paragraph do not apply if a Bank, etc. Eligible to Be a Subsidiary Company becomes the Subsidiary Company of a Bank through an acquisition of shares, etc. by the Bank or its Subsidiary Company due to the enforcement of a security interest or any other cause specified by Cabinet Office Ordinance; provided, however, that unless it obtains the authorization of the Prime Minister to continue to have, as its Subsidiary Company, the Bank, etc. Eligible to Be a Subsidiary Company which has become its Subsidiary Company, the Bank must take the measures that it needs to take so that the Bank, etc. Eligible to Be a Subsidiary Company is no longer its Subsidiary Company by the day on which one year has passed since the date on which that cause arose.

(6)The provisions of paragraph (4) apply mutatis mutandis if a Bank seeks to make a Subsidiary Company that constitutes a company as set forth in one of the items of paragraph (1) into a Subsidiary Company that constitutes a company as set forth in any other item of that paragraph (limited to one that is a Bank, etc. Eligible to Be a Subsidiary Company).

(7)In the case referred to in paragraph (1), item (xi) or paragraph (4), the Prime Minister stipulates the criteria for whether a company performs Dependent Services primarily for a Bank, its Subsidiary Company, or any other person specified by Cabinet Office Ordinance as similar thereto, or in respect of services performed by a Bank.

(8)With regard to application of the provisions of paragraph (1), item (xi) if a Bank is a Trust Bank, the term "the total number of voting rights held in the company by the Bank's Trust Subsidiary Companies, etc. exceeds the total number of voting rights held therein by the Bank and its Subsidiary Companies" in paragraph (1), item (xi), sub-items (a), (c), (d), and (g) is deemed to be replaced with "the total number of voting rights held in the company by the Bank and its Trust Subsidiary Companies, etc. exceeds the total number of voting rights held therein by the Bank's Subsidiary Companies".

Article 16-3(1)It is prohibited for a Bank and its Subsidiary Companies to acquire or hold voting rights in a domestic company (other than a company as set forth in paragraph (1), item (i) to (vi) inclusive, (xi), or (xiii) of the preceding Article; hereinafter the same applies in this Article) which, in aggregate, exceed the maximum threshold for voting rights held (meaning the number of voting rights that constitutes five percent of All Shareholders', etc. Voting Rights in the domestic company; hereinafter the same applies in this Article).

(2)The provisions of the preceding paragraph do not apply if a Bank or its Subsidiary Company comes to acquire or hold voting rights in a domestic company which exceed the maximum threshold for voting rights held due to the enforcement of a security interest or any other cause specified by Cabinet Office Ordinance; provided, however, that unless the Bank obtains the approval of the Prime Minister in advance, it is prohibited for the Bank and its Subsidiary Companies to continue to hold the part of the voting rights which, in aggregate, they have come to acquire or hold in excess of the maximum threshold for voting rights held after one year has passed since the day on which they came to acquire or hold those voting rights.

(3)In the case referred to in the proviso to the preceding paragraph, it is prohibited for any part of the voting rights in a domestic company which a Bank and its Subsidiary Companies have come to acquire or hold that, in aggregate, exceeds fifty percent of All Shareholders', etc. Voting Rights in that company, to be made subject to the approval referred to in the preceding paragraph that the Prime Minister gives; and if the Prime Minister gives the approval referred to in the preceding paragraph, this must be made conditional upon the Bank and its Subsidiary Companies promptly disposing of the part of the voting rights they have come to acquire or hold in excess of the maximum threshold for voting rights held.

(4)Notwithstanding the provisions of paragraph (1), in a case set forth in one of the following items, even if the voting rights in a domestic company that a Bank and its Subsidy Companies come to hold on the day prescribed in the relevant item exceed the maximum threshold for voting rights held, the Bank and its Subsidiary Companies may hold those voting rights in excess of the maximum threshold for voting rights held, from that day forward; provided, however, that the Prime Minister must not grant the authorization provided for in the relevant of the following items (or the license, in the case under item (vi); the same applies in the following paragraph) if, in the case set forth in that item, the Bank and its Subsidiary Companies would come to hold voting rights in a domestic company which, in aggregate, would exceed fifty percent of All Shareholders', etc. Voting Rights in that company:

(5)The Prime Minister, in giving the authorization provided for in the items of the preceding paragraph, must make this conditional on the Bank's or its Subsidiary Companies' disposal of the part of the voting rights in the domestic company which they come to hold on the day set forth in the relevant of those items that, in aggregate, exceeds the maximum threshold for voting rights held, in accordance with the requirements set by the Prime Minister, by the day on which five years have passed since that day.

(6)If a Bank and its Subsidiary Companies come to hold voting rights in a domestic company which, in aggregate, exceed the maximum threshold for voting rights held, the Bank is deemed to be the one that has acquired or that holds the part of the voting rights that is in excess of this.

(7)In a case as referred to in one of the preceding paragraphs, a Specified Subsidiary Company is deemed not to be the Subsidiary Company of a Bank with respect to the acquisition or holding of voting rights in a company specified by Cabinet Office Ordinance as one that is developing a new business field or engaging in new business activities that are found to contribute considerably to improving business operations.

(8)The provisions of Article 2, paragraph (11) apply mutatis mutandis to voting rights that a Bank or its Subsidiary Company acquires or holds in a case referred to in one of the preceding paragraphs.

Article 17The business year of a Bank is from April 1 to March 31 of the following year.

Article 18Notwithstanding the provisions of Article 445, paragraph (4) (Amounts of Stated Capital and Amounts of Reserves) of the Companies Act, if a Bank pays dividends from surplus, it must record an amount corresponding to one-fifth of the deduction from surplus as a result of the payment of such dividends of surplus, as capital reserves or retained earnings reserves, pursuant to the provisions of Cabinet Office Ordinance.

Article 19(1)Each business year, a Bank must prepare an interim business report for the interim business year (meaning the period from April 1 through September 30 of the business year; the same applies hereinafter) that is a part of the relevant business year stating its business and financial condition, prepare a business report for the entire business year stating its business and financial condition, and submit these to the Prime Minister.

(2)If a Bank has a Subsidiary Company, etc., each business year, in addition to the reports referred to in the preceding paragraph, the Bank must prepare an interim business report for the interim business year that is a part of the relevant business year, in which it states the business and financial condition of that Bank and its Subsidiary Companies, etc. on a consolidated basis; prepare a business report for the entire business year in which it states this on a consolidated basis; and submit these reports to the Prime Minister.

(3)The information for inclusion in the reports set forth in the preceding two paragraphs, the due dates for submission, and other necessary information with regard to these reports is specified by Cabinet Office Ordinance.

Article 20(1)Each business year, a Bank must prepare a balance sheet and a profit and loss statement for the interim business year that is a part of the relevant business year (hereinafter referred to as an "Interim Balance Sheet, etc." in this Article) and for the entire business year (hereinafter referred to as a "Balance Sheet, etc." in this Article), pursuant to the provisions of Cabinet Office Ordinance.

(2)If a Bank has a Subsidiary Company, etc., each business year, in addition to an Interim Balance Sheet, etc. and a Balance Sheet, etc., the Bank must prepare a balance sheet and profit and loss statement for the interim business year that is a part of the relevant business year, in which it makes entries for the Bank and its Subsidiary Companies, etc. on a consolidated basis (hereinafter referred to as an "Interim Consolidated Balance Sheet, etc." in this Article), and prepare a balance sheet and profit and loss statement for the entire business year in which it makes entries for the Bank and its Subsidiary Companies, etc. on a consolidated basis (hereinafter referred to as a "Consolidated Balance Sheet, etc." in this Article), pursuant to the provisions of Cabinet Office Ordinance.

(3)An Interim Balance Sheet, etc.; Balance Sheet, etc.; Interim Consolidated Balance Sheet, etc.; or Consolidated Balance Sheet, etc. may be prepared as an electronic or magnetic record (meaning a record prepared in an electronic form, magnetic form, or any other form that cannot be perceived through the human senses alone, which is specified by Cabinet Office Ordinance as being used in computer data processing; the same applies hereinafter).

(4)A Bank, pursuant to the provisions of Cabinet Office Ordinance, must issue public notice of its Interim Balance Sheet, etc. and Interim Consolidated Balance Sheet, etc. within three months after the end of the relevant interim business year, and of its Balance Sheet, etc. and Consolidated Balance Sheet, etc. within three months after the end of the relevant business year; provided, however, that if it is not possible for a Bank to issue public notice of these documents within that three-month period due to reasons beyond its control, it may postpone that public notice, with the approval of the Prime Minister.

(5)Notwithstanding the provisions of the preceding paragraph, it is sufficient for a Bank that uses the means of public notice (meaning a means of public notices prescribed in Article 2, item (xxxiii) (Definitions) of the Companies Act; the same applies hereinafter) set forth in Article 57, item (i), to issue a public notice that gives an overview of the Interim Balance Sheet, etc.; Balance Sheet, etc.; Interim Consolidated Balance Sheet, etc.; and Consolidated Balance Sheet, etc. pursuant to the provisions of Cabinet Office Ordinance. The proviso to the preceding paragraph applies mutatis mutandis in such a case.

(6)Pursuant to the provisions of Cabinet Office Ordinance, a Bank as provided in the preceding paragraph may employ a measure, within three months after the end of the relevant interim business year, which uses electronic or magnetic means (meaning a means that makes use of an electronic data processing system or any other means specified by Cabinet Office Ordinance which employs information and communications technology; the same applies hereinafter) to put the information contained in the Interim Balance Sheet, etc. and Interim Consolidated Balance Sheet, etc. into a form that will make it possible for many and unspecified persons to be provided with it over a continuous period of five years; and may employ a measure, within three months after the end of the relevant business year, which uses electronic or magnetic means to put the information contained in the Balance Sheet, etc. and Consolidated Balance Sheet, etc. into a form that will make it possible for many and unspecified persons to be provided with it over a continuous period of five years. In doing so, the Bank is deemed to have issued the public notice under the provisions of paragraph (4).

(7)The provisions of the preceding paragraphs do not apply to a Bank that is required to submit an annual securities report to the Prime Minister pursuant to the provisions of Article 24, paragraph (1) (Submission of Annual Securities Reports) of the Financial Instruments and Exchange Act.

Article 21(1)Each business year, a Bank must prepare explanatory documents for the interim business year that is a part of the relevant business year, in which it states the particulars specified by Cabinet Office Ordinance as pertinent to its business and financial condition; prepare explanatory documents for the entire business year in which it states these particulars; keep these documents at its business offices (other than unmanned business offices and other offices specified by Cabinet Office Ordinance; the same applies in the following paragraph and paragraph (4)); and make them available for public inspection. The same applies to documents prepared pursuant to the provisions of paragraph (1) of the preceding Article.

(2)If a Bank has a Subsidiary Company, etc., each business year, it must prepare explanatory documents for the interim business year that is a part of the relevant business year, in which it states the particulars specified by Cabinet Office Ordinance as pertinent to the business and financial condition of the Bank and its Subsidiary Companies, etc., on a consolidated basis; prepare explanatory documents for the entire business year in which it states such particulars on a consolidated basis; keep these documents at its business offices together with the documents prepared pursuant to the first sentence of the preceding paragraph; and make them available for public inspection. The same applies to documents prepared pursuant to the provisions of paragraphs (1) and (2) of the preceding Article.

(3)Explanatory documents for the interim business year and those for the entire business year as prescribed in the first sentence of paragraph (1) and the first sentence of the preceding paragraph may be prepared as electronic or magnetic records.

(4)If the explanatory documents for the interim business year and those for the entire business year which are provided for in the first sentence of paragraph (1) or the documents provided for in the second sentence of that paragraph are prepared as electronic or magnetic records, the Bank may employ what is specified by Cabinet Office Ordinance as a measure that uses electronic or magnetic means to put the information recorded in an electronic or magnetic record into a form that makes it possible for many and unspecified persons to be provided with it at its business offices. In doing so, the Bank is deemed to be keeping the explanatory documents for the interim business year and those for the entire business year which are provided for in the first sentence of paragraph (1) or the documents provided for in the second sentence of that paragraph and making them available for public inspection pursuant to the provisions of that paragraph.

(5)The provisions of the preceding paragraph apply mutatis mutandis to the explanatory documents for the interim business year and those for the entire business year as prescribed in the first sentence of paragraph (2) and to the documents prescribed in the second sentence of that paragraph.

(6)Beyond what is provided for in the provisions of the preceding paragraphs, the periods of time during which the documents referred to in paragraph (1) or (2) are made available for public inspection and other necessary particulars relevant to the application of these provisions are specified by Cabinet Office Ordinance.

(7)A Bank must endeavor to disclose information that should serve as a reference in allowing depositors or other customers to learn of the business and financial condition of the Bank and its Subsidiary Companies, etc., in addition to the information prescribed in the preceding paragraphs.

Article 22Information for inclusion in the business reports and annexed detailed statements which a Bank prepares pursuant to Article 435, paragraph (2) (Preparation and Retention of Financial Statements, etc.) of the Companies Act, or information to be recorded in the same, is specified by Cabinet Office Ordinance.

Article 23The provisions of Article 433 (Request to Inspect Account Books) of the Companies Act do not apply to the accounting books of a Bank or materials connected with these.

Article 24(1)If the Prime Minister finds it to be necessary for ensuring the sound and appropriate management of Bank services, the minister may request a Bank (this includes a Bank Agent that has the relevant Bank as its Principal Bank) to submit reports or materials connected with its business or financial condition.

(2)If the Prime Minister finds it to be particularly necessary for ensuring the sound and appropriate management of Bank services, the minister, within the scope of that necessity, may request the subsidiary corporation, etc. of a Bank (meaning a Subsidiary Company or a corporation that is specified by Cabinet Office Ordinance as one whose management is controlled by a Bank; the same applies in the following paragraph, paragraphs (2) and (5) of the following Article and Article 47, paragraph (2)) or a person that a Bank has entrusted with its services (other than a Bank Agent as referred to in the preceding paragraph; the same applies in the following paragraph and paragraphs (2) and (5) of the following Article) to submit reports or materials that should serve as a reference in connection with the business or financial condition of the Bank.

(3)The subsidiary corporation, etc. of a Bank or a person that a Bank has entrusted with its services may refuse to submit the reports or materials under the preceding paragraph if it has a legitimate reason for doing so.

Article 25(1)If the Prime Minister finds it to be necessary for ensuring the sound and appropriate management of Bank services, the minister may have the relevant officials enter the business office or other facility of a Bank (this includes a Bank Agent that has the relevant Bank as its Principal Bank); have those officials ask questions about its business or financial condition; and have them inspect its books and documents and other articles.

(2)If an entry into a facility, questioning, or inspection under the preceding paragraph is to take place and the Prime Minister finds it to be particularly necessary, the minister, within the scope of that necessity, may have the relevant officials enter the facility of a subsidiary corporation, etc. of the relevant Bank or the facility of the person that the Bank has entrusted with its services; have those officials ask questions about any particular that needs to be asked about in connection with the questioning or inspection of the Bank; and have them inspect its books and documents and other articles.

(3)In the cases referred to in the preceding two paragraphs, the relevant officials must carry identification, and must present it if a concerned party so requests.

(4)The authority under paragraphs (1) and (2) must not be interpreted as having been accorded for the purpose of a criminal investigation.

(5)The provisions of paragraph (3) of the preceding Article apply mutatis mutandis to the questioning and inspection under paragraph (2) of the subsidiary corporation, etc. of a Bank or of the person that a Bank has entrusted with its services.

Article 26(1)If the Prime Minister finds it to be necessary for ensuring the sound and appropriate management of Bank services in light of the business or financial condition of a Bank or the financial condition of a Bank and its Subsidiary Companies, etc., the minister may indicate to the Bank the measures that it must take and the deadline for taking them, request it to submit an improvement plan for ensuring soundness in Bank management, or order it to change an improvement plan that has been submitted; or, within the scope of the necessity to do so, may order the Bank to suspend all or part of its business activities by a set deadline, order it to deposit Bank assets, or otherwise issue orders with respect to measures that are necessary from a supervisory perspective.

(2)An order under the preceding paragraph (this includes a request to submit an improvement plan) that is issued when it is found to be necessary in light of adequacy in the equity capital of a Bank or that of a Bank and its Subsidiary Companies, etc. must be one as is specified by Cabinet Office Ordinance or Ordinance of the Ministry of Finance for the relevant category of adequacy in the equity capital of a Bank or a Bank and its Subsidiary Companies, etc., as specified by Cabinet Office Ordinance or Ordinance of the Ministry of Finance.

Article 27If a Bank violates a law or regulation, its articles of incorporation, or a disposition by the Prime Minister based on a law or regulation, or commits an act that harms the public interest, the Prime Minister may order the Bank to suspend all or part of its business activities or to dismiss its director, executive officer, accounting advisor, or company auditor, or may revoke its Article 4, paragraph (1) license.

Article 28If the Prime Minister orders a Bank to suspend all or part of its business activities pursuant to the provisions of the preceding two Articles, and finds it to be necessary in light of the circumstances of such arrangement, the minister may revoke the license referred to in Article 4, paragraph (1).

Article 29If the Prime Minister finds it to be necessary for protecting Depositors, etc. or in the public interest, the minister, within the scope of that necessity, may order a Bank to keep the part of its assets specified by Cabinet Order within Japan, pursuant to the provisions of Cabinet Order.

Article 30(1)A merger in which Banks constitute all or some of the parties (limited to one in which the surviving company or the company incorporated in the merger is a Bank, and excluding a merger under Article 3 (Merger) of the Act on Mergers and Conversions in Financial Institutions; such a merger is hereinafter referred to as a "Merger" in this Chapter) does not become effective without the authorization of the Prime Minister.

(2)Except as specified by Cabinet Order, a company split to which a Bank is party does not become effective without the authorization of the Prime Minister.

(3)Except as specified by Cabinet Order, a business transfer or acquisition to which a Bank is party and which involves all or part of a business does not become effective without the authorization of the Prime Minister.

(4)If a Bank acquires all or part of the business of a shinkin bank, credit cooperative, or labor bank (including a federation consisting of such corporations; hereinafter collectively referred to as a "Shinkin Bank, etc." in this Chapter), the Shinkin Bank, etc. is deemed to be a company and the provisions of Article 16 (Restriction on Business Acquisitions, etc.) and other related provisions of that Act apply.

Article 31Whenever an application is filed for the authorization referred to in the preceding Article, the Prime Minister must examine whether the following criteria are met:

Article 32A company engaged in Banking which is incorporated in a Merger under the authorization referred to in Article 30, paragraph (1) is deemed to have been licensed by the Prime Minister as referred to in Article 4, paragraph (1) at the time of its incorporation.

Article 33If a Bank passes a resolution for a Merger, it is not required to give the notice under the provisions of Article 789, paragraph (2) of the Companies Act or of Article 799, paragraph (2) or Article 810, paragraph (2) (Objections by the Creditors) of that Act to Depositors, etc. or any other creditors specified by Cabinet Order.

Article 33-2(1)If a Bank passes a resolution for a company split, the Bank is not required to give the notice under the provisions of Article 789, paragraph (2) of the Companies Act or of Article 799, paragraph (2) or Article 810, paragraph (2) (Objections by the Creditors) of that Act to Depositors, etc. or to the creditors specified by Cabinet Order.

(2)The provisions of Article 759, paragraphs (2) and (3) (Effectuation of an Absorption-Type Company Split Which Causes the Succession of Rights and Obligations by a Stock Company) of the Companies Act and of Article 761, paragraphs (2) and (3) (Effectuation of an Absorption-Type Company Split Which Causes the Succession of Rights and Obligations by a Membership Company); Article 764, paragraphs (2) and (3) (Effectuation of an Incorporation-type Company Split by Which a Stock Company Is Established); and Article 766, paragraphs (2) and (3) (Effectuation of an Incorporation-type Company Split by Which a Membership Company is Established) of that Act do not apply to Depositors, etc. or to the creditors specified by Cabinet Order to which notice of an objection is not required to be given pursuant to the preceding paragraph.

Article 34(1)If a resolution at a shareholders meeting is passed for a business transfer or acquisition to which the Bank is party which involves all or part of a business (or if a board of directors' resolution is passed or the executive officers reach a decision, rather than the resolution referred to in Article 467, paragraph (1) (Approval for the Assignment of Business) of the Companies Act being passed for the Bank's acquisition of all of a business, pursuant to the provisions of Article 468 (Cases where Approval for the Assignment of Business Is Not Required) of that Act), the Bank, within two weeks after the day of the resolution or decision, must issue public notice in the official gazette, giving an overview of the resolution or the decision and indicating that a creditor that objects to the transfer or acquisition of all of the business must state that objection within a specified period of time, and must issue individual notices to each known creditor other than a Depositor, etc. or a creditor as specified by Cabinet Order.

(2)The period referred to in the preceding paragraph must not be less than one month.

(3)Notwithstanding the provisions of paragraph (1), if, in addition to issuing the public notice referred to in that paragraph in the official gazette, a Bank issues such public notice using a means of public notice set forth in the items of Article 57, in accordance with the provisions of the articles of incorporation under that Article, the Bank is not required to issue the individual notices referred to in paragraph (1).

(4)If a creditor does not state an objection within the period referred to in paragraph (1), it is deemed to accept the transfer or acquisition of all of the relevant business.

(5)If a creditor states an objection within the period referred to in paragraph (1), the Bank must pay that creditor or deposit suitable property with a trust company or other financial institution that engages in Trust Business, etc. for the purpose of providing suitable collateral or ensuring that the creditor will receive payment; provided, however, that this does not apply if the transfer or acquisition of all of the relevant business is unlikely to harm the creditor.

Article 35(1)If a resolution at a shareholders meeting or of board of directors is passed or the executive officers decide in favor of a business transfer or acquisition to which the Bank is party and which involves part of a business, the Bank, within two weeks after the day of the resolution or decision, may issue public notice in the official gazette, giving an overview of the resolution or the decision and indicating that a creditor that objects to the partial business transfer or acquisition must state an objection within a specified period of time; provided, however, that the Bank must issue individual notices to each known creditor other than a Depositor, etc. or a creditor specified by Cabinet Order.

(2)The period referred to in the preceding paragraph must not be less than one month.

(3)The provisions of paragraphs (3) to (5) inclusive of the preceding Article apply mutatis mutandis to the objection of a creditor that is subject to a public notice or notice issued pursuant to paragraph (1).

Article 36(1)If a Bank has the whole or a part of its business succeeded to in a company split or if it transfers the whole or part of its business, it must issue public notice of this without delay.

(2)If a Bank issues a public notice under the provisions of the preceding paragraph by the means of public notice stipulated in Article 57, item (i), notice is deemed to have been issued to the creditors of the Bank issuing that public notice, through an instrument bearing a fixed date under the provisions of Article 467 (Defense of Obligor upon Assignment of Nominative Claim) of the Civil Code (Act No. 89 of 1896). In such a case, the date of the public notice is deemed to be the fixed date.

Article 37(1)The following do not become effective without the authorization of the Prime Minister:

(2)Whenever an application is filed for the authorization referred to in the preceding paragraph, the Prime Minister must examine whether any of the following criteria are met:

(3)If an application for the authorization referred to in paragraph (1) is filed by a Bank that the Prime Minister has ordered to suspend all or part of its business activities under the provisions of Article 26, paragraph (1) or Article 27, the minister must not grant the Bank the authorization referred to in paragraph (1). The same applies if an application for the authorization referred to in paragraph (1) is filed by a Bank that the Prime Minister finds it necessary to issue such an order or whose Article 4, paragraph (1) license the Prime Minister finds it necessary to revoke pursuant to the provisions of Article 27.

Article 38Upon obtaining the authorization referred to in paragraph (1) of the preceding Article, a Bank must immediately issue public notice of this, giving the details of the particulars with regard to which it has obtained the authorization, as well as notifying Bank Agents that have that Bank as their Principal Bank of this and posting notice of the same in a place easily seen by the public at all of its business offices for a period of not less than one month, pursuant to the provisions of Cabinet Office Ordinance.

Article 39Notwithstanding the provisions of Article 471, items (i) and (ii) (Grounds for Dissolution) of the Companies Act, a Bank is not dissolved based on grounds set forth in items (i) and (ii) of that Article.

Article 40A Bank is dissolved if it has its license of the Prime Minister as referred to in Article 4, paragraph (1) revoked pursuant to the provisions of Article 27 or Article 28.

Article 41If a Bank falls under one of the following items, the license of the Prime Minister as referred to in Article 4, paragraph (1) loses its validity:

Article 42If a Bank has the license of the Prime Minister as referred to in Article 4, paragraph (1) revoked pursuant to the provisions of Article 27 or Article 28 or if such a license loses its validity pursuant to the provisions of the preceding Article, the company that was formerly that Bank is deemed to continue to be a Bank with regard to the application of the provisions of Article 36, Article 38, and Article 46, paragraph (1).

Article 43(1)If a Bank falls under the provisions of Article 41, item (i) and the license of the Prime Minister referred to in Article 4, paragraph (1) loses its validity, and the company that was formerly that Bank has outstanding obligations such as deposits or Installment Savings, etc., unless it is a case as specified by Cabinet Order, the Prime Minister may order the company to deposit property up to the total amount of its obligations, or may issue the orders with respect to the discharge of its obligations or the management or investment of its assets which are necessary in order to protect the Depositors, etc., until the day on which the company completes the payment of those obligations or until the day on which ten years have passed following that license's loss of validity, whichever comes first.

(2)The provisions of the preceding paragraph apply mutatis mutandis if a company other than a Bank, etc. succeeds to the outstanding obligations of a Bank such as deposits or Installment Savings, etc., through a merger or company split.

(3)The provisions of Article 24, paragraph (1) and Article 25, paragraphs (1), (3), and (4) apply mutatis mutandis to a company to which the provisions of the preceding two paragraphs are applicable.

Article 44(1)If a Bank dissolves due to the revocation of the license of the Prime Minister as referred to in Article 4, paragraph (1), the court appoints a liquidator at the request of an interested party, at the request of the Prime Minister, or ex officio. The same applies to the dismissal of a liquidator so appointed.

(2)The court may dismiss a liquidator other than in a case as referred to in the preceding paragraph, at the request of an interested party, at the request of the Prime Minister, or ex officio. In such a case, the court may appoint a new liquidator.

(3)A person that has been issued an order to commence bankruptcy proceedings and that has not been discharged or a person that is treated in the same manner pursuant to foreign laws and regulations may not be appointed as the liquidator of a Bank that goes into liquidation (referred to as "Bank in Liquidation" in the following paragraph and paragraphs (3), (5), (7), and (8) of the following Article).

(4)With regard to application of the provisions of Article 331, paragraph (1), item (iii) (Qualifications of Directors) of the Companies Act as applied mutatis mutandis pursuant to Article 478, paragraph (6) (Assumption of the Role of Liquidator) of that Act, the term "this Act" in that item is deemed to be replaced with "the Banking Act, this Act".

Article 45(1)The liquidation of a Bank is subject to court supervision.

(2)The supervision of a Bank's liquidation falls under the jurisdiction of the district court with jurisdiction over the Bank's head office location.

(3)The court may inspect progress in the liquidation and the financial condition of the Bank in Liquidation, may order the Bank in Liquidation to deposit property, and may issue other orders that are necessary for supervising a liquidation. In this, the court may appoint a special inspector in order to have that inspection carried out.

(4)The provisions of the main clause of Article 871 (Grounds for Decisions) of the Companies Act and of Article 872 (limited to the part that involves item (i)) (Immediate Appeal), Article 875 (Exclusion from Application of the Act on Non-Contentious Cases Procedures Act), and Article 876 (Supreme Court Rules) of that Act apply mutatis mutandis to an order under the first sentence of the preceding paragraph; and the provisions of Article 874 (limited to the part that involves item (ii)) (Restriction on Appeals) of the Companies Act and of Article 875 and Article 876 of that Act apply mutatis mutandis to the appointment of a special inspector under the second sentence of the preceding paragraph.

(5)If the court appoints a special inspector pursuant to the second sentence of paragraph (3), it may fix the amount of remuneration that the Bank in Liquidation is to pay the special inspector.

(6)The provisions of Article 870 (limited to the part that involves item (ii)) (Hearing of Statements) of the Companies Act and of Article 872 (limited to the part that involves item (iv)) (Immediate Appeal), Article 875 (Exclusion from Application of the Act on Non-Contentious Cases Procedures Act), and Article 876 (Supreme Court Rules) of that Act apply mutatis mutandis to the fixing of the amount of remuneration as referred to in the preceding paragraph.

(7)The liquidator of a Bank in Liquidation must file a notification with the court in respect of the following particulars within two weeks from the day on which the liquidator assumes that position:

(8)Upon obtaining the approval at the shareholders meeting pursuant to Article 492, paragraph (3) (Preparation of Inventory of Property, etc.) of the Companies Act for the inventory of property provided for in that paragraph, the liquidator of the Bank in Liquidation must provide the court with the inventory of property without delay (or, if the inventory of property is prepared in the form of an electronic or magnetic record, with a document stating the particulars recorded in the electronic or magnetic record).

Article 46(1)In the liquidation proceedings, bankruptcy proceedings, rehabilitation proceedings, reorganization proceedings, or recognition and assistance proceedings for a Bank, the court may request the opinion of the Prime Minister, and may ask the Prime Minister to conduct an inspection or investigation.

(2)In the proceedings referred to in the preceding paragraph, if the Prime Minister finds it to be necessary, the minister may state an opinion to the court.

(3)The provisions of Article 25, paragraphs (1), (3), and (4) apply mutatis mutandis if the Prime Minister is asked by the court to conduct an inspection or investigation pursuant to the provisions of paragraph (1).

Article 47(1)A Foreign Bank must specify the single branch to serve as the principal base of that Foreign Bank's Banking in Japan (hereinafter referred to as the "Principal Foreign Bank Branch" in this Chapter) and obtain the license of the Prime Minister which is referred to in Article 4, paragraph (1) pursuant to the provisions of a Cabinet Office Ordinance if it seeks to engage in Banking in Japan.

(2)Once a Foreign Bank obtains the license of the Prime Minister which is referred to in Article 4, paragraph (1) pursuant to the provisions of the preceding paragraph, the Principal Foreign Bank Branch and the other branches and business offices of that Foreign Bank in Japan (each of these latter branches and offices in Japan is hereinafter referred to as a "Secondary Foreign Bank Branch" in this Chapter) (hereinafter each such a branch or business office in Japan is referred to as a "Foreign Bank Branch" in this Chapter) are deemed to be a single Bank, the Foreign Bank's representative in Japan is deemed to be the director of the Foreign Bank Branch that has been deemed to be a single Bank, and the provisions of this Act apply; provided, however, that the provisions of Article 4-2; Article 5; Article 6; Article 7-2, paragraph (4); Article 8; Article 13, paragraphs (2) and (4); Article 14, paragraph (2); Chapter II-2; Article 19, paragraph (2); Article 20, paragraph (2); Article 21, paragraph (2); Article 22; Article 23; Article 24, paragraphs (2) and (3) (limited to the parts of these provisions that involve Subsidiaries, etc.); Article 25, paragraphs (2) and (5) (limited to the parts of these provisions that involve Subsidiaries, etc.); Article 30, paragraphs (1) and (2); Articles 32 to 33-2 inclusive; Article 36 (limited to the part that involves company splits); Article 37, paragraph (1), items (ii) and (iii); Article 39; Article 40; Article 41, item (ii) (limited to the part that involves company splits) and item (iii) of that Article; Article 43; Article 44; Chapter VII-3; Article 53, paragraph (1) (excluding items (i), (v), and (viii)), paragraphs (2), (3), and (5) of that Article; Article 55, paragraphs (2) and (3); Article 56, items (v) to (ix) inclusive; Article 57; and Article 57-2, paragraph (2) are excluded from such application.

(3)In the case referred to in the preceding paragraph, with regard to the application of the provisions of Article 10, paragraph (2) (limited to the part that involves item (viii)-2) and the provisions of the following Chapter, as well as the provisions of Chapter IX in connection with these provisions, the principal business office of the Foreign Bank with which a Foreign Bank Branch is affiliated, and its branches and other business offices in the relevant foreign state (hereinafter each of such branches and offices in that state is referred to as a "Business Office in the Home State") are deemed to be a single Foreign Bank; the Foreign Bank Branch's intermediation as regards transactions between the Business Offices in the Home State of the Foreign Bank with which the Foreign Bank Branch is affiliated and its customer (limited to intermediation specified by Cabinet Office Ordinance as equivalent to intermediation in respect of the services of a Foreign Bank) is deemed to intermediation as regards the services of the single Foreign Bank; and the Business Offices in the Home State which are connected with the Foreign Bank Branch's intermediation of such transactions are deemed to be the other party to a contract indicating that the Foreign Bank Branch is entrusted with acting as intermediary in respect of the services of that single Foreign Bank.

(4)Special provisions for a Foreign Bank in respect of the license of the Prime Minister which is referred to in Article 4, paragraph (1); the technical replacement of terms when the provisions of this Act are applied to a Foreign Bank Branch; and any other necessary particulars relevant to the application of the provisions of this Act to a Foreign Bank Branch are specified by Cabinet Order.

Article 47-2Except in a case as specified by the Cabinet Office Ordinance a Foreign Bank Branch must obtain the authorization of the Prime Minister pursuant to the provisions of Cabinet Office Ordinance if it seeks to establish a Secondary Foreign Bank Branch, change its type, or close it.

Article 48If the Prime Minister finds it to be necessary for ensuring the sound and appropriate management of Foreign Bank Branch services, the minister may request a Foreign Bank Branch (including a Bank Agent that has that Foreign Bank Branch as its Principal Bank) to submit reports or materials in connection with the business or financial condition of the Foreign Bank with which the Foreign Bank Branch is affiliated (including a person uniquely related to that Foreign Bank as specified by Cabinet Order).

Article 49(1)If the Foreign Bank with which a Foreign Bank Branch is affiliated falls under one of the following items, the branch must file a notification with the Prime Minister indicating this, pursuant to the provisions of a Cabinet Office Ordinance:

(2)If a Foreign Bank Branch falls under one of the following items, it must file a notification with the Prime Minister indicating this, pursuant to the provisions of Cabinet Office Ordinance:

Article 49-2(1)A Foreign Bank Branch must establish one of the following means as its means of public notice:

(2)The provisions of Article 940, paragraph (3) (Public Notice Period, etc. of Electronic Public Notice) of the Companies Act and of Article 941 (Electronic Public Notice Investigation), Article 946 (Obligation, etc. of Investigation), Article 947 (Cases Where Investigation of Electronic Public Notice Is Unable to Be Carried Out), Article 951, paragraph (2) (Keeping and Inspection, etc. of Financial Statements, etc.), Article 953 (Order for Improvement), and Article 955 (Statements, etc. in an Investigation Record Books, etc.) of that Act apply mutatis mutandis when a Foreign Bank Branch issues a public notice under the provisions of this Act or any other Act (other than a public notice under the provisions of the Companies Act) by way of an electronic public notice.In this case, the phrase "preceding two paragraphs" in Article 940, paragraph (3) of that Act is deemed to be replaced with "Article 57-2, paragraph (1) of the Banking Act as applied by deeming the Foreign Bank Branch to be a single Bank pursuant to the provisions of Article 47, paragraph (2) of that Act", and any other necessary technical replacement of terms is specified by Cabinet Order.

Article 50If a Foreign Bank Branch files a notification under Article 49, paragraph (1) due to its falling under one of the categories in Article 49, paragraph (1), item (iii) to (vi) inclusive (with regard to a notification under item (iii) of that paragraph, this is limited to a notification pertaining to a merger resulting in the disappearance of the Foreign Bank with which the Foreign Bank Branch is affiliated, a company split resulting in all of the business of the Foreign Bank Branch being succeeded to, or the transfer of all business, and with regard to a notification under item (iv) of that paragraph, this excludes a notification pertaining to a partial discontinuance of Banking), the license of the Prime Minister which is referred to in Article 4, paragraph (1) for the Foreign Bank with which the Foreign Bank Branch that files the notification is affiliated loses its validity.

Article 51(1)If a Foreign Bank Branch falls under one of the following items, it must liquidate all of its property in Japan:

(2)If a Foreign Bank Branch is liquidated pursuant to the provisions of the preceding paragraph, the court appoints a liquidator at the request of an interested party, at the request of the Prime Minister, or ex-officio. The same applies to the dismissal of a liquidator so appointed.

(3)The provisions of Article 476 (Capacity of Liquidating Stock Companies) of the Companies Act and of Part II, Chapter IX, Section 1, Subsection 2 (Structures for Liquidating Stock Companies); Article 492 (Preparation of Inventory of Property); Chapter IX, Section 1, Subsection 4 (Performance of Obligations); and Article 508 (Retention of Accounting Materials) of that Act and the provisions of Chapter IX, Section 2 (excluding Article 510, Article 511, and Article 514) (Special Liquidations) apply mutatis mutandis to the liquidation of a Foreign Bank Branch's property in Japan as prescribed in paragraph (1), other than property to which these cannot be applied due to its nature.

(4)The provisions of Article 820 (Resignation of Representative Person in Japan Whose Domicile Is in Japan) of the Companies Act do not apply to a Foreign Bank that has obtained the license referred to in Article 4, paragraph (1).

(5)With regard to application of the provisions of Article 822, paragraph (1) (Liquidation of a Foreign Company's Property in Japan) of the Companies Act to a Foreign Bank Branch, the term "interested persons" in that paragraph is deemed to be replaced with "an interested party or the Prime Minister".

Article 52(1)Before seeking to establish a representative office or other facility in Japan in order to perform one of the following business (and also before seeking to perform such business at an office or other facility already established for another purpose), a Foreign Bank (or, if the Foreign Bank has established a Foreign Bank Branch, that Foreign Bank Branch; hereinafter the same applies in this Article) must file a notification with the Prime Minister with respect to the contents of those business, the location of the facility where it will perform those business, and other particulars specified by Cabinet Office Ordinance:

(2)If the Prime Minister finds it to be necessary in the public interest, the minister may request a Foreign Bank to submit reports or materials concerning the business set forth in the items of the preceding paragraph to be performed at a facility referred to in that paragraph.

(3)If a Foreign Bank closes a facility referred to in paragraph (1) which it has established, if it discontinues a business set forth in the items of that paragraph which is performed at such a facility, or if it changes any other particular with regard to which it has filed a notification pursuant to the provisions of that paragraph, the Foreign Bank must file a notification with the Prime Minister indicating this, without delay.

Article 52-2(1)Before seeking to perform services as set forth in Article 10, paragraph (2), item (viii)-2 (hereinafter these are what "Foreign Bank Agency Services" refers to, except in items (ii) to (iv) inclusive of the following Article), a Bank must obtain the authorization of the Prime Minister pursuant to the provisions of Cabinet Office Ordinance, for each Foreign Bank (hereinafter this is what a "Principal Foreign Bank" refers to, except in items (ii) to (iv) inclusive of the following Article) that is the other party to a contract indicating that the Bank is being entrusted with Foreign Bank Agency Services.

(2)The provisions of the preceding paragraph do not apply if a Bank seeks to perform Foreign Bank Agency Services on behalf of a Principal Foreign Bank and that Foreign Bank is its Subsidiary Company or any other Foreign Bank specified by Cabinet Office Ordinance. In such a case, the Bank must first file a notification with the Prime Minister, pursuant to the provisions of Cabinet Office Ordinance, for each Principal Foreign Bank that is concerned in the relevant Foreign Bank Agency Services.

Article 52-2-2In a case set forth in one of the following items, the provisions of Article 4, paragraph (1) and Article 47, paragraph (1) do not apply to the services specified in the relevant item (but only if these constitute services as set forth in Article 10, paragraph (1), items (i) or (iii)):

Article 52-2-3If a Bank performs Foreign Bank Agency Services with the authorization referred to in Article 52-2, paragraph (1) or after filing a notification under paragraph (2) of that Article, the provisions of Article 2, paragraph (1) of the Act Regulating the Receipt of Contributions, the Receipt of Deposits, and Interest Rates (Act No. 195 of 1954) do not apply to a deposit (meaning a deposit as prescribed in Article 2, paragraph (2) (Prohibition on Deposits) of that Act) that is connected with those Foreign Bank Agency Services, and that is made in the course of trade by the Principal Foreign Bank that is linked to those Foreign Bank Agency Services.

Article 52-2-4If a Bank performs Foreign Bank Agency Services with the authorization referred to in Article 52-2, paragraph (1) or after filing a notification under the provisions of paragraph (2) of that Article, a loan (meaning a loan as prescribed in Article 2, paragraph (1) (Definitions) of the Money Lending Business Act (Act No. 32 of 1983)) that is connected with those Foreign Bank Agency Services, and that is made in the course of trade by the Principal Foreign Bank that is linked to those Foreign Bank Agency Services is deemed not to fall under the category of money lending business as prescribed in Article 2, paragraph (1) of that Act.

Article 52-2-5The provisions of Chapter III, Section 1, Subsection 5 (excluding Article 34-2, paragraphs (6) to (8) inclusive (Cases In Which a Professional Investor Is Deemed to Be a Customer Other Than a Professional Investor) and Article 34-3, paragraphs (5) and (6) (When a Corporation is a Customer Other Than a Professional Investor and That Corporation Is Deemed to Be a Professional Investor)) of the Financial Instruments and Exchange Act (Professional Investors) and of Section 2, Subsection 1 of that Chapter (excluding Articles 35 to 36-4 inclusive (Scope of Services for Persons Engaged in Type I Financial Instruments Business or Investment Management Business; Scope of Concurrent Business by Persons Only Engaged in Type II Financial Instruments Business or Investment Advisory and Agency Business; Duty of Sincerity to Customers; Posting of Signs; Prohibition on Name Lending; Prohibition on Corporate Bond Management); Article 37, paragraph (1), item (ii) (Regulation of Advertising); Article 37-2 (Obligation to Clarify the Conditions of Transactions in Advance); Article 37-3, paragraph (1), items (ii) and (vi) and paragraph (3) (Delivery of Documents Prior to the Conclusion of a Contract); Articles 37-5 to 37-7 inclusive (Delivery of Documents in Connection with the Receipt of a Security Deposit; Written Cancellation; Obligation to Conclude a Contract with a Designated Dispute Resolution Organization); Article 38, items (i) and (ii) and Article 38-2 (Prohibited Acts); the proviso to Article 39, paragraph (3) and paragraph (5) of that Article (Prohibition on Compensation of Loss); and Articles 40-2 to 40-5 inclusive (Best Execution Policy; Prohibition of Purchase and Sale, etc. If Separate Management Is Not Ensured; Restrictions on the Purchase and Sale, etc. of Securities for Professional Investors; Obligation to Notify in Connection with Securities for Professional Investors)) (General Rules); and Article 45 (excluding items (iii) and (iv)) (Miscellaneous Provisions) of that Act apply mutatis mutandis to actions as an agent or intermediary as regards the conclusion of a specified deposit, etc. contract in connection with Foreign Bank Agency Services that a Foreign Bank's Agent Bank (meaning a Bank which performs Foreign Bank Agency Services with the authorization referred to in Article 52-2, paragraph (1) or after filing a notification under paragraph (2) of that Article; the same applies hereinafter) performs.In this case, in these provisions, the term "Financial Instruments Transaction Contract" is deemed to be replaced with "specified deposit, etc. contract"; the term "Financial Instruments Business" is deemed to be replaced with "actions as an agent or intermediary for the conclusion of a specified deposit, etc. contract"; the terms "concludes" and "concluding" are deemed to be replaced with "performs actions as the agent or intermediary for the conclusion" and "performing actions as the agent or intermediary for the conclusion"; the term "act that constitutes a Financial Instruments transaction" in these provisions (excluding Article 34 of that Act) is deemed to be replaced with "conclusion of specified deposit, etc. contract"; in Article 34 of that Act, the phrase "contract for the Financial Instruments Business Operator, etc. to perform an act that constitutes a Financial Instruments Transaction (meaning an act as set forth in the items of Article 2, paragraph (8); the same applies hereinafter) with the customer as the other party or on behalf of the customer" is deemed to be replaced with "specified deposit, etc. contract prescribed in Article 13-4 of the Banking Act", the phrase "and has never in the past concluded a Financial Instruments Transaction Contract with that Professional Investor" is deemed to be replaced with "and has never in the past acted as agent or intermediary for the conclusion of a specified deposit, etc. contract with that Professional Investor", and the term "before concluding" is deemed to be replaced with "before acting as agent or intermediary for the conclusion of"; in Article 34-2, paragraph (5), item (ii) and Article 34-3, paragraph (4), item (ii) of that Act, the term "concludes" is deemed to be replaced with "acts as agent or intermediary for the conclusion of"; the phrase "Subject Contract with" in Article 34-3, paragraph (2), item (iv), sub-item (a) of that Act is deemed to be replaced with "a Subject Contract through the agency or intermediation of"; in Article 37-3, paragraph (1) of that Act, the phrase "seeks to conclude" is deemed to be replaced with "acts as agent or intermediary for the conclusion of" and the phrase "it must deliver a document stating the following particulars to the customer in advance" is deemed to be replaced with "in addition to delivering a document stating the following particulars to the customer in advance, it must provide information about the contents of specified deposit, etc. contracts and other information that should serve as a reference to the Depositors, etc., pursuant to the provisions of Cabinet Office Ordinance, in order to contribute to the protection of Depositors, etc. (meaning the Depositors, etc. as defined in Article 2, paragraph (5) of the Banking Act; hereinafter the same applies in this paragraph)"; in Article 37-3, paragraph (1), item (i) of that Act, the term "the Financial Instruments Business Operator, etc. is a Financial Transaction Business Operator" is deemed to be replaced with "the Principal Foreign Bank (meaning a Principal Foreign Bank as defined in Article 52-2, paragraph (1) of the Banking Act) is the Principal Foreign Bank with which the Foreign Bank's Agent Bank (meaning the Foreign Bank's Agent Bank defined in Article 52-2-5 of that Act) is affiliated"; in Article 39, paragraph (1), item (i) of that Act, the phrase "a purchase and sale or other transaction of Securities (excluding a purchase and sale with a repurchase requirement and a predetermined repurchase price, and other transactions specified by Cabinet Order) or a Derivatives Transaction (hereinafter collectively referred to as a "Purchase and Sale or Other Transaction of Securities, etc." in this Article)" is deemed to be replaced with "the conclusion of specified deposit, etc. contract", the phrase "Securities or Derivatives Transaction (hereinafter collectively referred to as 'Securities, etc.' in this Article)" is deemed to be replaced with "specified deposit, etc. contract", the phrase "customer (if a Trust Company, etc. (meaning a trust company or a financial institution that has obtained the authorization referred to in Article 1, paragraph (1) of the Act on Engagement in Trust Business by a Financial Institution; the same applies hereinafter) conducts the purchase and sale of Securities or a Derivatives Transaction on the account of a person that establishes a trust based on a trust contract, this includes the person that establishes the trust; hereinafter the same applies in this Article)" is deemed to be replaced with "customer", and the phrase "to supplement its profits" is deemed to be replaced with "to supplement its profits, other than as under the specified deposit, etc. contract"; in Article 39, paragraph (1), items (ii) and (iii) of that Act, the term "a Purchase and Sale or Other Transaction of Securities, etc." is deemed to be replaced with "the conclusion of a specified deposit, etc. contract" and the term "Securities, etc." is deemed to be replaced with "specified deposit, etc. contract"; in item (ii) of that paragraph, the phrase "in order to add to the profit that the customer has accrued in connection with those Securities, etc." is deemed to be replaced with "in order to add to the profit that the customer has accrued in connection with those Securities, etc., other than as under the specified deposit, etc. contract"; in item (iii) of that paragraph, the term "in order to add to the profit that the customer has accrued in connection with those Securities, etc." is deemed to be replaced with "in order to add to the profit that the customer has accrued in connection with those Securities, etc., other than as under the specified deposit, etc. contract"; in paragraph (2) of that Article, the term "a Purchase and Sale or Other Transaction of Securities, etc." is deemed to be replaced with "the conclusion of a specified deposit, etc. contract"; in paragraph (2) of that Article, the phrase "which is specified by Cabinet Office Ordinance as a potential cause of" is deemed to be replaced with "which is a potential cause of"; in Article 45, item (ii) of that Act, the phrase "Articles 37-2 to 37-6 inclusive; Article 40-2, paragraph (4); and Article 43-4" is deemed to be replaced with "Article 37-3 (limited to the part that involves the delivery of documents under paragraph (1); the provisions of paragraph (1), items (ii) and (vi); and paragraph (3) are excluded) and Article 37-4" and the term "concluded" is deemed to be replaced with "acted as agent or intermediary for the conclusion thereof"; and any other necessary technical replacement of terms is specified by Cabinet Order.

Article 52-2-6(1)A Foreign Bank's Agent Bank, pursuant to the provisions of Cabinet Office Ordinance, must keep the documents that its Principal Foreign Bank and any company incorporated under foreign laws and regulations as the Holding Company that has that Principal Foreign Bank as its Subsidiary Company (hereinafter referred to as a "Foreign Bank Holding Company" in this paragraph) prepares each business year, stating the particulars of the business and financial condition of the Principal Foreign Bank and Foreign Bank Holding Company (limited to the explanatory documents for the business year as prescribed in Article 21, paragraphs (1) and (2) and Article 52-29, paragraph (1) and documents similar to these which are written in Japanese or English) at all of the business offices in Japan and other offices where the Foreign Bank's Agent Bank performs Foreign Bank Agency Services for that Principal Foreign Bank (excluding unmanned business offices; the same applies in the following paragraph), and must make them available for public inspection.

(2)If the documents provided for in the preceding paragraph have been prepared as electronic or magnetic records, the Foreign Bank's Agent Bank may employ what is specified by Cabinet Office Ordinance as a measure that uses electronic or magnetic means to put the information contained in those documents into a form that makes it possible for many and unspecified persons to be provided with it at all of the business offices where the Foreign Bank's Agent Bank provides Foreign Bank Agency Services. In doing this, the Foreign Bank's Agent Bank is deemed to be keeping the documents provided for in the preceding paragraph and making them available for public inspection pursuant to the provisions of that paragraph.

Article 52-2-7A Foreign Bank's Agent Bank, pursuant to the provisions of Cabinet Office Ordinance, must explain to customers the particulars of the business and financial condition of its Principal Foreign Bank, and take any other measures for ensuring the sound and appropriate management of the Foreign Bank Agency Services performed by that Foreign Bank's Agent Bank.

Article 52-2-8If the Prime Minister finds it to be necessary for ensuring the sound and appropriate management of Foreign Bank Agency Services, the minister may request a Foreign Bank's Agent Bank to submit reports or materials in connection with the business or financial condition of its Principal Foreign Bank (this includes a person that is uniquely related to the Principal Foreign Bank as specified by Cabinet Order).

Article 52-2-9(1)A Foreign Bank's Agent Bank must file notification with the Prime Minister indicating that such is the case if its Principal Foreign Bank (other than a Principal Foreign Bank (but only the Foreign Bank with which the relevant Foreign Bank Branch is affiliated) linked to the Foreign Bank Agency Services that the Foreign Bank's Agency Bank performs (but only to the services performed by that Foreign Bank Branch)) falls under one of the following items, pursuant to the provisions of Cabinet Office Ordinance:

(2)If a Foreign Bank's Agent Bank files a notification under the preceding paragraph (limited to the part that involves items (ii) to (vi) inclusive) it must issue public notice of the content of that notification, as well as posting notice of the same in a place easily seen by the public at all of the business offices and offices of the Foreign Bank's Agent Bank where it performs Foreign Bank Agency Services for the Principal Foreign Bank to which the notification pertains for a period of not less than one month, pursuant to the provisions of Cabinet Office Ordinance.

Article 52-2-10The provisions of Article 52-40; Article 52-41, Articles 52-43 to 52-45 (excluding item (iv)) inclusive; Article 52-49; and Article 52-50, paragraph (1) apply mutatis mutandis to a Foreign Bank's Agent Bank in respect of a Bank Agent, to a Principal Foreign Bank in respect of a Principal Bank, and to a Foreign Bank Agency Services in respect of Bank Agency Services.In this case, the phrase "services of the Principal Bank" in Article 52-45, item (v) is deemed to be replaced with "Foreign Bank Agency Services" and any other necessary technical replacement of terms is specified by Cabinet Order.

Article 53(1)If a Bank falls under one of the following items, it must file a notification with the Prime Minister indicating this, pursuant to the provisions of Cabinet Office Ordinance:

(2)If a Bank's Major Shareholder (or a person that was formerly a Bank's Major Shareholder) falls under one of the following items, it must file a notification with the Prime Minister indicating this, pursuant to the provisions of Cabinet Office Ordinance:

(3)If a Bank Holding Company (or a company that was formerly a Bank Holding Company) falls under one of the following items, it must file a notification with the Prime Minister indicating this, pursuant to the provisions of Cabinet Office Ordinance:

(4)When a Bank Agent commences Bank Agency Services or if it falls under a case specified by Cabinet Office Ordinance, it must file a notification with the Prime Minister indicating this, pursuant to the provisions of Cabinet Office Ordinance.

(5)The provisions of Article 2, paragraph (11) apply mutatis mutandis to voting rights in a Bank, a Bank's Major Shareholder, or Bank Holding Company which are acquired or held by a single shareholder as prescribed in paragraph (1), item (vii); paragraph (2), item (vi); or paragraph (3), item (iii).

Article 54(1)The Prime Minister may attach conditions to an authorization or approval under the provisions of this Act (referred to as "Authorization, etc." in the following paragraph) or change such conditions.

(2)The conditions referred to in the preceding paragraph must constitute the minimum necessary conditions, in light of the purpose of the Authorization, etc., for ensuring the reliable implementation of the thing that the Authorization, etc. is for.

Article 55(1)If a Bank, Bank's Major Shareholder (or a person that has obtained the authorization for incorporation referred to in Article 52-9, paragraph (1)), or Bank Holding Company (or a person that has obtained the authorization referred to in Article 52-17, paragraph (1)) does not do something for which it has obtained authorization under the provisions of this Act within six months after the day on which it obtains the authorization, the authorization loses its validity; provided, however, that this does not apply if it fails to do so for reasons beyond its control and the approval of the Prime Minister has been obtained in advance.

(2)Beyond what is provided for in the preceding paragraph, the authorization referred to in Article 52-9, paragraph (1) or the proviso to Article 52-9, paragraph (2) (hereinafter referred to as a "Major Shareholder's Authorization" in this paragraph) loses its validity if the Bank's Major Shareholder to which that Major Shareholder's Authorization pertains ceases to be the holder of a number of voting rights in the Bank which is equal to or greater than the Major Shareholder Threshold, or if it obtains the authorization referred to in Article 52-17, paragraph (1); the proviso to Article 52-17, paragraph (3); Article 52-23, paragraph (3); or the proviso to Article 52-23, paragraph (4), to make the Bank to which the Major Shareholder's Authorization pertains its Subsidiary Company.

(3)Beyond what is provided for in paragraph (1), the authorization referred to in Article 52-17, paragraph (1) or the proviso to Article 52-17, paragraph (3) loses its validity if the Bank Holding Company to which the authorization pertains ceases to be a Holding Company that has a Bank as its Subsidiary Company.

Article 56In the following cases, the Prime Minister must issue public notice in the official gazette indicating that such is the case:

Article 57A Bank or Bank Holding Company must establish one of the following means as its means of issuing public notice in its articles of incorporation:

Article 57-2(1)If a Bank or Bank Holding Company issues public notice in the form of an electronic public notice pursuant to the provisions of this Act or any other Act (other than a public notice under the provisions of the Companies Act), it must continue to issue that public notice in the form of an electronic public notice until the date specified in the relevant of the following items for the category of public notice set forth in that item:

(2)The provisions of Article 940, paragraph (3) (Public Notice Period, etc. of Electronic Public Notice) of the Companies Act apply mutatis mutandis if a Bank or Bank Holding Company issues public notice pursuant to the provisions of this Act or any other Act (other than a public notice under the provisions of the Companies Act) in the form of an electronic public notice. The necessary technical replacement of terms for such a case is specified by Cabinet Order.

Article 57-3With regard to application of the provisions of Article 941 (Electronic Public Notice Investigation) of the Companies Act, the phrase "the provisions of Article 440, paragraph (1)" in that Article is deemed to be replaced with "the provisions of Article 440, paragraph (1) of this Act; as well as the provisions of Article 16, paragraph (1) of the Banking Act and of Article 20, paragraph (4) and Article 52-28, paragraph (3) of that Act".

Article 57-4A Bank or Bank Holding Company must register the following details:

Article 57-5If the Prime Minister finds that maintenance of an orderly credit system could be materially affected by the issuance of one of the following dispositions against a Bank, the minister must consult with the Minister of Finance about the measures that are necessary for maintaining an orderly financial system, before issuing such a disposition:

Article 57-6Whenever the Prime Minister issues one of the following dispositions, the minister is to promptly notify the Minister of Finance of this. The same applies whenever the Prime Minister receives a notification under the provisions of Article 53, paragraph (1) (limited to one under Article 53, paragraph (1), item (viii) that is specified by Cabinet Office Ordinance or Ordinance of the Ministry of Finance):

Article 57-7(1)If the Minister of Finance finds it to be necessary so that planning or policymaking can be done on a Bank-based system that is linked with the system for handling failed financial institutions and financial risk management under the minister's jurisdiction, the minister may request the Prime Minister to provide the necessary materials and explanations.

(2)If the Minister of Finance finds it to be particularly necessary so that planning or policymaking can be done on a Bank-based system that is linked with the system for handling failed financial institutions and financial risk management under the minister's jurisdiction, the minister, within the scope of that necessity, may request a Bank, Bank's Major Shareholder, Bank Holding Company, Bank Agent, or other relevant person to provide materials or explanations or any other cooperation.

Article 58Beyond what is provided for in this Act, the application process involved in the licenses, permissions, authorizations, approvals, and designations under this Act, the process for submitting documents in connection with these, and particulars that need to be set forth in order for this Act to be implemented, are specified by Cabinet Office Ordinance.

Article 59(1)The Prime Minister delegates the authority under this Act (other than what is specified by Cabinet Order) to the Commissioner of the Financial Services Agency.

(2)The Commissioner of the Financial Services Agency may delegate part of the authority delegated thereto pursuant to the provisions of the preceding paragraph to the Director-Generals of Local Finance Bureaus or Local Finance Branch Bureaus, pursuant to the provisions of Cabinet Order.

Article 60If an order based on this Act is enacted, revised, or abolished, the necessary transitional measures (including transitional measures for penal provisions) may be provided for by that order, to the extent considered reasonably necessary for its enactment, revision, or abolition.

Article 61A person that falls under any of the following items is subject to punishment by imprisonment with required labor for not more than three years, a fine of not more than three million yen, or both:

Article 61-2If one of the following violations is committed, the person committing the violation is subject to punishment by imprisonment with required labor for not more than two years, a fine of not more than three million yen, or both:

Article 62A person that falls under one of the following items is subject to punishment by imprisonment with required labor for not more than two years or a fine of not more than three million yen:

Article 62-2A person that falls under one of the following items is subject to punishment by imprisonment with required labor for not more than one year, a fine of not more than three million yen, or both:

Article 63A person that falls under one of the following items is subject to punishment by imprisonment with required labor for not more than one year or a fine of not more than three million yen:

Article 63-2A person that falls under one of the following items is subject to punishment by imprisonment with required labor for not longer than one year, a fine of not more than one million yen, or both:

Article 63-2-2A person that violates the provisions of Article 39, paragraph (2) of the Financial Instruments and Exchange Act as Applied Mutatis Mutandis is subject to punishment by imprisonment with required labor for not more than one year, a fine of not more than one million yen, or both.

Article 63-2-3In a case as referred to in the preceding Article, the economic benefit received by the offender or a third party with knowledge of the circumstances is confiscated. If it is not possible to confiscate this in whole or part, its monetary value is collected.

Article 63-2-4A person that falls under one of the following items is subject to punishment by imprisonment with required labor for not more than six months, a fine of not more than 500,000 yen, or both:

Article 63-2-5A person that fails to prepare or keep on file a record under the provisions of Article 52-71 or Article 52-73, paragraph (9) or that prepares a false record is subject to punishment by a fine of not more than one million yen.

Article 63-2-6A person that suspends or discontinues all or part of Dispute Resolution, etc. without obtaining the authorization set forth in Article 52-83, paragraph (1) is subject to punishment by a fine of not more than 500,000 yen.

Article 63-3A person that falls under one of the following items is subject to punishment by a fine of not more than 300,000 yen:

Article 64(1)If the representative of a corporation (including an organization that is not a corporation but whose representative or administrator has been designated; hereinafter the same applies in this paragraph) or the agent, employee, or other worker of a corporation or individual violates the provisions set forth in one of the following items in connection with the business or property of that corporation or individual, in addition to the offender being subject to punishment, the corporation is subject to punishment by the fine prescribed in the relevant item, and the individual is subject to punishment by the fine referred to in the relevant Article:

(2)When an organization that is not a corporation is sentenced pursuant to the provisions of the preceding paragraph, its representative or administrator represents that organization with regard to the relevant procedural acts, and the provisions of Acts concerning criminal proceedings when a corporation is the accused or a suspect apply mutatis mutandis.

Article 65In the following cases, the director, executive officer, or accounting advisor, the staff member that should be performing the duties of a person in such a position, or the auditor, manager, or liquidator of the Bank (or the company that was the relevant Bank, if the license of the Prime Minister which is referred to in Article 4, paragraph (1) has lost its validity as a result of the Bank falling under one of Article 41, items (i) to (iii) inclusive); the representative, agent, or manager of the Foreign Bank; the Major Holder of Voting Rights in the Bank (or the person that was the Major Holder of Voting Rights in the relevant Bank, if the Major Holder of Voting Rights in the Bank has become a person that is no longer the Major Holder of Voting Rights in the Bank; and if the Major Holder of Voting Rights in the Bank is a corporation, etc. (meaning a corporation or an organization without legal personality which is provided for in Article 3-2, paragraph (1), item (i); hereinafter the same applies in this Article), this means the director, executive officer, or accounting advisor, the staff member that should be performing the duties of a person in such a position, or the auditor, representative, administrator, manager, staff member executing business operations, or liquidator of that corporation, etc.); the Bank's Major Shareholder (or the person that was the relevant Bank's Major Shareholder, if the Bank's Major Shareholder has become a person that is no longer the Bank's Major Shareholder; and if the Bank's Major Shareholder is a corporation, etc., this means the director, executive officer, or accounting advisor, the staff member that should be performing the duties of a person in such a position, or the auditor, representative, administrator, manager, member executing business operations, or liquidator of that corporation, etc.); the Specified Major Shareholder (or the person that was the relevant Specified Major Shareholder, if the Specified Major Shareholder has come to no longer be the holder of a number of voting rights in the Bank which is equal to or greater than the Major Shareholder Threshold; and if the Specified Major Shareholder is a corporation, etc., this means the director, executive officer, or accounting advisor, the member that should be performing the duties of a person in such a position, or the auditor, representative, administrator, manager, member executing business operations, or liquidator of that corporation, etc.); the director, executive officer, or accounting advisor, the staff member that should be performing the duties of a person in such a position, or the auditor, manager, or liquidator of the Bank Holding Company (or the company that was the relevant Bank Holding Company, if the Bank Holding Company has become a company that is no longer a Bank Holding Company); the director, executive officer, or accounting advisor, the staff member that should be performing the duties of a person in such a position, or the auditor, manager, member executing business operations, or liquidator of the Specified Holding Company (or the company that was the relevant Specified Holding Company, if the Specified Holding Company has become a company that is no longer a Holding Company which has a Bank as its Subsidiary Company); or the Bank Agent (if the Bank Agent is a corporation, this means the director, executive officer, auditor, board member, inspector, representative, member executing business operations, or liquidator of that Bank Agent); which constitutes the person that has committed the relevant act, is subject to punishment by a fine of not more than one million yen:

Article 66A person falling under one of the following is subject to punishment by a fine of not more than one million yen:

Article 67A person that uses a term in its name or trade name which could give rise to the misconception that it is a Designated Dispute Resolution Organization, in violation of Article 52-77, is subject to punishment by a non-criminal fine of not more than 100,000 yen.