Order for Enforcement of the Commodity Derivatives Transaction Act(Order of the Ministry of Agriculture, Forestry and Fisheries and the Ministry of Economy, Trade and Industry No. 3 of 2005)
Last Version: Order of the Ministry of Agriculture, Forestry and Fisheries and the Ministry of Economy, Trade and Industry No. 2 of 2020
TOC
History

  • April 11, 2023
    • Last Version: Order of the Ministry of Agriculture, Forestry and Fisheries and the Ministry of Economy, Trade and Industry No. 2 of 2020
    • Translated Date: March 1, 2022
    • Dictionary Version: 14.0
  • May 21, 2013
    • Last Version: Ordinance of the Ministry of Agriculture, Forestry and Fisheries and the Ministry of Economy, Trade and Industry No. 5 of 2010
    • Translated Date: June 18, 2012
    • Dictionary Version: 5.0
  • April 22, 2010
    • Last Version: Ordinance of the Ministry of Agriculture, Forestry and Fisheries and the Ministry of Economy, Trade and Industry No. 6 of 2008
    • Translated Date: March 9, 2010
    • Dictionary Version: 3.0

Order for Enforcement of the Commodity Derivatives Transaction Act
Order of the Ministry of Agriculture, Forestry and Fisheries and the Ministry of Economy, Trade and Industry No. 3 of February 22, 2005
In conjunction with the enforcement of the Act for Partial Revision of the Commodity Exchange Act (Act No. 43 of 2004) and the Cabinet Order for Partial Revision of the Order for Enforcement of the Commodity Exchange Act (Cabinet Order No. 259 of 2004), and based on the provisions of the Commodity Exchange Act (Act No. 239 of 1950) and the Order for Enforcement of the Commodity Exchange Act (Cabinet Order No. 280 of 1950) as well as to implement that Act, the order to fully amend the Order for Enforcement of the Commodity Exchange Act (Order of the Ministry of Agriculture and Forestry and the Ministry of International Trade and Industry No. 7 of 1950) is established as follows.
(Persons Highly Skilled in Over-the-Counter Commodity Derivatives Transactions)
Article 1(1)The persons prescribed by order of the competent ministry as referred to in Article 2, paragraph (15) of the Commodity Derivatives Transaction Act (hereinafter referred to as the "Act") are the following persons:
(i)commodity derivatives business operators;
(ii)commodity investment advisors prescribed in Article 2, paragraph (4) of the Act on the Regulation of Business Pertaining to Commodities Investment (Act No. 66 of 1991);
(iii)qualified institutional investors prescribed in Article 2, paragraph (3), item (i) of the Financial Instruments and Exchange Act (Act No. 25 of 1948) (excluding persons set forth in the following item and item (v), and those set forth in Article 10, paragraph (1), item (xxv) of the Cabinet Office Order Concerning Definitions Under Article 2 of the Financial Instruments and Exchange Act (Order of the Ministry of Finance No. 14 of 1993));
(iv)financial instruments business operators prescribed in Article 2, paragraph (9) of the Financial Instruments and Exchange Act (limited to persons that conduct Type 1 Financial Instruments Business prescribed in Article 28, paragraph (1) of that Act; the same applies hereinafter, excluding Article 1-6, item (v) and Article 102-2, item (i), (c));
(v)registered financial institutions prescribed in Article 2, paragraph (11) of the Financial Instruments and Exchange Act;
(vi)persons equivalent to those set forth in the preceding items under the laws and regulations of a foreign state;
(vii)corporations that are the same type as stock companies established in compliance with the laws and regulations of a foreign state with a capital amount of more than the amount equivalent to 1 billion yen (in cases of converting the capital amount into Japanese currency, the conversion is to be based on the basic exchange rate or the arbitrated exchange rate of a foreign currency prescribed in Article 7, paragraph (1) of the Foreign Exchange and Foreign Trade Act (Act No. 228 of December 1, 1949));
(viii)the following special purpose companies (meaning special purpose companies prescribed in Article 2, paragraph (3) of the Act on Securitization of Assets (Act No. 105 of 1998; hereinafter referred to as the "Asset Securitization Act"); the same applies in the following item, Article 1-6, item (viii), and Article 38, paragraph (6), item (i));
(a)those with a specified capital amount (meaning the specified capital amount prescribed in Article 16, paragraph (2), item (iv) of the Asset Securitization Act; the same applies in (b)) of at least 1 billion yen;
(b)those with a specified capital amount of at least 30 million yen and the asset-backed securities (meaning asset-backed securities as defined in Article 2, paragraph (xi) of the Asset Securitization Act) issued by them are held only by those set forth in the preceding item, those set forth in Article 1-8-6, paragraph (1), item (ii), (b) of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965), and those set forth in Article 15, paragraph (1), items (i) through (iii) of the Cabinet Office Order Concerning Definitions Under Article 2 of the Financial Instruments and Exchange Act;
(ix)subsidiary companies of those set forth in the preceding items or stock companies with a capital amount of at least 1 billion yen (meaning subsidiary companies prescribed in Article 8, paragraph 3 of the Rules Concerning Terminology, Forms, and Preparation Methods of Financial Statements (Order of the Ministry of Finance No. 59 of 1963; hereinafter referred to as "Rules for Financial Statements"), excluding special purpose companies presumed not to fall under subsidiary companies pursuant to provisions of paragraph (7) of that Article).
(2)The amount prescribed by order of the competent ministry as referred to in Article 2, paragraph (15) of the Act is 1 billion yen.
(Scope of Entities in Japan)
Article 1-2The entities prescribed by order of the competent ministry referred to in Article 2, item (ii) of the Order for Enforcement of the Commodity Derivatives Transaction Act (hereinafter referred to as the "Order") are to be those set forth in the items of the preceding Article and stock companies with a capital amount of at least 1 billion yen.
(Entities With a High Level of Ability Concerning Transactions in Foreign Commodities Markets)
Article 1-3The entities prescribed by order of the competent ministry referred to in Article 2, item (iii) of the Order are those set forth in the items of Article 1, paragraph (1) and stock companies with a capital amount of at least 1 billion yen.
(Persons With Close Personal Relationship or Capital Relationship)
Article 1-4The persons prescribed by order of the competent ministry referred to in Article 2, item (v) of the Order are those set forth in the following items:
(i)the parent company of a person that perform the acts set forth in Article 2, paragraph (22), item (v) of the Act (meaning a parent company prescribed in Article 8, paragraph 3 of the Rules for Financial Statements; the same applies hereinafter);
(ii)a subsidiary company of a person that performs the acts set forth in Article 2, paragraph (22), item (v) of the Act (meaning subsidiary company prescribed in Article 8, paragraph 3 of the Rules for Financial Statements; the same applies hereinafter);
(iii)a subsidiary company of a parent company of a person that performs the acts set forth in Article 2, paragraph (22), item (v) of the Act (meaning persons considered to be subsidiary companies of the parent companies pursuant to the provisions of Article 8, paragraph (3) of the Rules for Financial Statements (excluding those that perform the acts set forth in Article 2, paragraph (22), item (v) of the Act and those set forth in the preceding two items));
(iv)if the persons that perform the acts set forth in Article 2, paragraph (22), item (v) of the Act (excluding brokerage, intermediation, and actions as an agent, and limited to those that satisfy all of the following requirements) are engaging in purchase and sale, etc., of goods in the course of trade (meaning the purchase and sale, etc. as defined in Article 10, paragraph (2), item (i) of the Act), (hereinafter referred to in this item as "business specialists"), other business specialists (excluding those set forth in the preceding three items) ;
(a)the acts are those performed incidentally to purchase and sale transactions of commodities with the other business specialists;
(b)those engaged for the purpose of reducing the risk of losses of the other business specialists that arise from fluctuations in quotations, etc. on a commodity market (meaning quotations, etc. on a commodity market prescribed in Article 29, item (iv) of the Order; the same applies hereinafter).
(Persons With Specialized Knowledge and Experience Regarding Commodity Derivative Transactions)
Article 1-5The persons prescribed by order of the competent ministry as referred to in Article 2, paragraph (25), item (iii) of the Act are qualified institutional investors as defined in Article 2, paragraph (3), item (i) of the Financial Instruments and Exchange Act.
(Scope of Eligible Consignors)
Article 1-6The corporations prescribed by order of the competent ministry as referred to in Article 2, paragraph (25), item (viii) of the Act are the following corporations:
(i)consignor protection funds prescribed in Chapter VI of the Act;
(ii)specified over-the-counter commodity derivative business operators prescribed in Article 349, paragraph (1) of the Act (limited to those that are corporations);
(iii)corporations established by special act of establishment pursuant to a special law;
(iv)financial instruments business operators;
(v)financial instruments business operators prescribed in Article 2, paragraph (9) of the Financial Instruments and Exchange Act (limited to those engaged in Type 2 Financial Instruments Business prescribed in Article 28, paragraph (2) of that Act) who are commodity investment sales managers prescribed in Article 35 of the Act on the Regulation of Business Pertaining to Commodities Investment (limited to those that are corporations);
(vi)the Deposit Insurance Corporation of Japan;
(vii)the policyholders protection corporation prescribed in Article 259 of the Insurance Business Act (Act No. 105 of June 7, 1995);
(viii)special purpose companies;
(ix)companies that issue share certificates listed on a financial instruments exchange (meaning a financial instruments exchange prescribed in Article 2, paragraph (16) of the Financial Instruments and Exchange Act; the same applies hereinafter) ;
(x)stock companies expected to have a capital amount of at least 500 million yen, in making a reasonable judgment in light of the status of transactions and other circumstances; and
(xi)foreign corporations.
(Goods Associated with Goods That Are Underlying Commodities)
Article 1-7The goods specified by order of the competent ministry as referred to in Article 2, paragraph (26) and Article 197-9, paragraph (1) of the Act are the following goods:
(i)goods that constitute the main raw materials or ingredients of the goods that are underlying commodities;
(ii)goods for which the goods that are underlying commodities are the main raw materials or ingredients;
(iii)in a case in which a correlation relationship is recognized between the price of the goods that are underlying commodities and the price of other goods, in making a reasonable judgment in light of the fluctuations in quotations, etc. on a commodity market, etc., and other circumstances, the other goods (excluding those set forth in the preceding two items).
(Acts Conducted in the Course of Trade)
Article 1-8The acts specified by order of the competent ministry as referred to in Article 2, paragraph (26), Article 10, paragraph (2), item (i), Article 197-7, and Article 197-9, paragraph (1) of the Act are the purchase and sale, or intermediation, brokerage, or action as an agent for the purchase and sale of electric power (excluding the electric power prescribed in Article 2, paragraph (1), item (iv) of the Act; hereinafter the same applies in this Article) conducted by an electricity utility (meaning the electricity utility precribed in Article 2, item (xvii) of the Electricity Business Act (Act No. 170 of 1964)) or the use of electric power by a person who receives the supply of electric power.
(Requirements for Corporations That Are Eligible Commercial Persons)
Article 1-9The requirement prescribed by order of the competent ministry as referred to in Article 2, paragraph (26) of the Act is that one year is found to have elapsed since the date on which the corporation has first concluded a commodities transaction contract (limited to a contract related to commodities derivatives transactions, the underlying commodities of which are goods or electric power (meaning the electric power as defined in paragraph (1), item (iv) of that Article; the same applies hereinafter) or the following goods as goods associated with them, for which the corporation is engaged in the purchase and sale, etc. in the course of trade) with a commodity derivatives business operator, in making a reasonable judgment in light of the status of transactions and other circumstances:
(i)goods constituting the main raw materials or ingredients of the goods for which the corporation is engaged in the purchase and sale, etc. in the course of trade;
(ii)goods whose main raw materials or ingredients are the goods for which the corporation is engaged in the purchase and sale, etc. in the course of trade;
(iii)in a case in which a correlation relationship is recognized between the price of goods of which the corporation is engaged in the purchase and sale, etc. in the course of trade and the price of other goods, in making a reasonable judgment in light of fluctuations in quotations, etc. on a commodity market and other circumstances, the other goods (excluding those set forth in the preceding two items).
(Application for Authorization for a Commodity Exchange Subsidiary Business)
Article 1-10(1)When seeking to obtain authorization pursuant to the provisions of the proviso to Article 3, paragraph (1) of the Act, a commodity exchange must submit a written application for authorization stating the following matters to the competent minister:
(i)the type of business for which authorization is sought;
(ii)the scheduled year, month, and date of the start of the business;
(2)The following documents must be attached to the written application for authorization referred to in the preceding paragraph:
(i)a document stating the reason for conducting the business;
(ii)a document stating the content and method of the business;
(iii)a document stating the organization in charge of the business and the assignment of personnel;
(iv)the internal rules concerning the business;
(v)a document stating a forecast of income and expenditures for the business for three business years after obtaining the authorization; and
(vi)documents stating other matters to be used as a reference.
(Notification of Discontinuation of Subsidiary Business)
Article 1-11When a commodities exchange discontinues a business that has obtained the authorization under the provisions of the proviso to Article 3, paragraph (1) of the Act (limited to financial instruments obligation assumption services, etc. (meaning financial instruments obligation assumption services, etc. prescribed in Article 156-3, paragraph (1), item (vi) of the Financial Instruments and Exchange Act; the same applies in Article 71, item (iii)) and incidental businesses), a notification stating the following matters must be submitted:
(i)the date on which the business was discontinued; and
(ii)the reason for discontinuing the business.
(Application for Authorization of a Subsidiary Company of Commodity Exchanges)
Article 1-12When seeking to obtain authorization pursuant to the provisions of the proviso to Article 3-2, paragraph (1), item (i), a commodity exchange must submit a written application for authorization by attaching the following documents to the competent minister:
(i)a document stating the reason for making the company related to the authorization its subsidiary company (meaning a subsidiary company prescribed in Article 3-2, paragraph (3) of the Act; hereinafter the same applies in this Article);
(ii)the following documents concerning the company that is to become the subsidiary company related to the authorization:
(a)a document stating its trade name and location of its head office;
(b)a document stating the content of its business;
(c)a document stating the names and titles of the company directors and auditors (directors for a company with audit and supervisory committee, and company directors and executive officers for a company with a nominating committee, etc.; the same applies in Article 36-9 and Article 36-12, paragraph (2), item (ii), (c));
(d)in cases of a company with accounting advisors, a document stating the names of the accounting advisors;
(e)the articles of incorporation;
(f)a certificate of registered information;
(g)documents that show its recent status of business, property, and profit and loss, such as the balance sheet, profit and loss statement, and statement of changes in net assets for the immediately preceding business year;
(iii)the following documents concerning the commodity exchange and its subsidiary company:
(a)documents that state in a consolidated manner the status of business and property for the commodity exchange and its subsidiary company and that show the recent status of their business, property, and profit and loss, such as the balance sheet, profit and loss statement, and statement of changes in net assets for the immediately preceding business year;
(b)a document stating a forecast of income and expenditures for the commodity exchange and its subsidiary company (including a company that is to become the subsidiary company related to the authorization) for three business years after obtaining the authorization; and
(iv)documents stating other matters to be used as a reference.
(Self-Regulation Services)
Article 1-13The matters prescribed by order of the competent ministry as referred to in Article 5-2, paragraph (2), item (iii) are the following matters:
(i)examination of the qualifications of members, etc.;
(ii)examination of the content of transactions in the commodity market conducted by members, etc. (excluding those for which examination of the status of the transaction is done immediately in order to facilitate smooth transactions in the commodity market);
(iii)the work of creating, changing, or abolishing articles of incorporation or other rules relating to the businesses set forth in Article 5-2, paragraph (2), items (i) and (ii) of the Act.
(Electronic and Magnetic Records)
Article 1-14The media specified by order of the competent ministry as prescribed in Article 11, paragraph (5) of the Act are records in which information is recorded in a file prepared in the form of magnetic disks or a medium on which certain information can be securely recorded by an equivalent means.
(Electronic Signatures)
Article 2(1)The measures in lieu of signing or affixing names and seals specified by order of the competent ministry as prescribed in Article 11, paragraph (5) of the Act are electronic signatures.
(2)The term "electronic signatures" prescribed in the preceding paragraph means measures taken for information that can be recorded onto an electronic or magnetic record (meaning the electronic or magnetic record prescribed in Article 11, paragraph (5) of the Act; the same applies hereinafter), which satisfies all of the following requirements:
(i)the purpose of the measures is to show that the information was prepared by the person who has taken the measures; and
(ii)the measures enable to confirm whether the information has been altered.
(Electronic or Magnetic Means concerning the Order for Enforcement of the Commodity Derivatives Transaction Act)
Article 2-2The type and content of the electronic or magnetic means (meaning electronic or magnetic means prescribed in Article 12, paragraph (4) of the Act; hereinafter the same applies, excluding Article 7, Article 41, Article 51, Article 90-3, and Article 109-2) required to be indicated pursuant to the provisions of Article 3, paragraph (1) of the Order are as follows:
(i)those that a sender uses from the following means:
(a)the following means that use an electronic data processing systems:
1.means of transmitting information through a telecommunications line that connects a computer used by a sender and a computer used by a receiver and recording the information in a file on a computer used by the receiver;
2.means of providing the information recorded in a file on a computer used by a sender for the inspection of a receiver of the information through a telecommunications line, and recording the information in a file on a computer used by the receiver;
(b)means of delivering the media that has recorded the information in a file prepared in the form of a magnetic disk or by an equivalent method that can record certain information securely;
(ii)means of recording the information in a file.
(Electronic or Magnetic Means)
Article 2-3(1)The means of using electronic data processing systems or using other information communications technology specified by order of the competent ministry as prescribed in Article 12, paragraph (4) of the Act are as follows:
(i)the means set forth in (a) or (b) that use electronic data processing systems:
(a)means of transmitting information through a telecommunications line that connects a computer used by a sender and a computer used by a receiver and recording the information in a file on a computer used by the receiver;
(b)means of providing the information recorded in a file on a computer used by a sender for the inspection of a receiver of the information through a telecommunications line, and to record the information in a file on a computer used by the receiver; and
(ii)means of delivering the media that has recorded the information in a file prepared in the form of a magnetic disk or by an equivalent method that can record certain information securely.
(2)The means set forth in the preceding items must be the means that enables a receiver to prepare a written document by outputting the record in the file.
(Minutes of the Organizational Meeting)
Article 2-4(1)The preparation of the minutes of the organizational meeting pursuant to the provisions of Article 13, paragraph (7) of the Act is governed by the provisions of this Article.
(2)The minutes of the organizational meeting must be prepared in the form of a document or an electronic or magnetic record.
(3)The minutes of the organizational meeting must include the following matters:
(i)the date and time on which and the place where the organizational meeting was held;
(ii)the outline and results of the proceedings of the organizational meeting;
(iii)the names of the founders and the officers who attended the organizational meeting;
(iv)if there is a chairperson of the organizational meeting, the name of the chairperson; and
(v)the name of the founder who performed the duties concerning the preparation of the minutes.
(Documents Attached to a Written Application for Permission)
Article 3The documents specified by order of the competent ministry as referred to in Article 14, paragraph (2) of the Act are as follows (in cases of documents certified by a public agency, limited to those prepared within three months prior to the date of filing the application for permission):
(i)a copy of the residence certificate prescribed in Article 12, paragraph (1) of the Basic Resident Registration Act (Act No. 81 of 1967), or an alternative document (hereinafter referred to as a "copy of the residence certificate, etc."), a curriculum vitae, a certification issued by a public agency that the person does not fall under the provisions of Article 15, paragraph (2), item (i), (b) of the Act (excluding cases in which the person is a foreign national), and a document pledging that the person does not fall under any of the provisions of sub-item (a) or sub-items (c) through (k) of that item (in cases in which the person is a foreign national, sub-items (a) through (k) of that item);
(ii)a document stating the name or trade name of a member and the location of their principal office or head office, a document pledging that the person does not fall under any of the provisions of the items of Article 31, paragraph (1) of the Act, and in cases of completing settlement by the methods set forth in Article 105, item (i) of the Act at one or more commodity markets which a member commodity exchange related to the application seeks to open, a record concerning the amount of the net assets of the person which is prepared according to Form No. 1 within 30 days prior to the date of filing the application for permission;
(iii)a document pledging that a majority of the founders fall under the items of Article 10, paragraph (2) of the Act;
(iv)a membership application form;
(v)a document that proves the payment of the investment;
(vi)minutes of the organizational meeting;
(vii)a document stating the estimated transaction volume of futures transactions for one year after the opening of a commodity market which they seek to open;
(viii)in cases of seeking to open a commodity market related to a listed commodity, a document stating that it is appropriate to conduct transactions of component products of listed commodities (meaning component products of listed commodities prescribed in Article 10, paragraph (2), item (i) of the Act; the same applies hereinafter) in a single commodity market;
(ix)in cases of seeking to open a commodity market by specifying two or more commodity indices as a single listed commodity index, a document stating that the majority of the goods or electric power subject to the two or more commodity indices are common to one another;
(x)in cases of using an electronic data processing system in opening a commodity market, a document stating the outline, installation location, capacity, maintenance method of the electronic data processing system, and the method of handling in the case of malfunction of the electronic data processing system; and
(xi)documents stating other information to be used as a reference in recognizing whether the criteria set forth in Article 15, paragraph (1) of the Act have been met.
(Person Prescribed by Order of the Competent Ministry as Referred to in Article 15, Paragraph (2), Item (i), (a) of the Act)
Article 3-2(1)The person specified by order of the competent ministry as referred to in Article 15, paragraph (2), item (i), (a) of the Act is a person that is unable to adequately carry out the cognition, decision making, and communication necessary for properly performing their duties due to mental impairment.
(2)When an application for the permission under Article 9 of the Act has been filed, and the competent minister finds it necessary for examining whether the founders include a person who falls under any of Article 15, paragraph (2), item (i), (a) or (k) (limited to the part related to (a) and (l)) or (l) (limited to the part related to (a) and (k)) of the Act, the competent minister may request the founders to submit a doctor's written diagnosis stating the name of the illness of the person subject to the examination, whether the person has any mental impairment and the level of mental impairment, causes of the illness, catamnestic observation, prospects of recovery, and other remarks for reference.
(Means of Filing Requests for Action to Enforce Liability)
Article 3-3The means specified by order of the competent ministry as referred to in Article 847, paragraph (1) of the Companies Act (Act No. 86 of 2005) as applied mutatis mutandis pursuant to Article 18, paragraph (2), Article 58, and Article 77, paragraph (2) of the Act following the deemed replacement of terms is the submission of a document that states the following information or the provision of that information by electronic or magnetic means:
(i)the prospective defendant; and
(ii)the object of the request and the fact necessary to specify the request.
(Means of Notifying Reasons for Not Filing an Action)
Article 3-4The means specified by order of the competent ministry as referred to in Article 847, paragraph (4) of the Companies Act as applied mutatis mutandis pursuant to Article 18, paragraph (2), Article 58, and Article 77, paragraph (2) of the Act following the deemed replacement of terms is the submission of a document that states the following information or the provision of that information by electronic or magnetic means:
(i)the content of the investigation that a member commodity exchange conducted (including the document which served as the basis of judgment referred to in the following item);
(ii)the judgment with regard to any liability or obligation of a person set forth in item (i) of the preceding Article for an action concerning a request pursuant to the provisions of Article 847, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 18, paragraph (2), Article 58, and Article 77, paragraph (2) of the Act following the deemed replacement of terms;
(iii)in cases of not filing an action referred to in the preceding item, when the person referred to in that item has been judged to have liability or obligation, the reasons therefor.
(Documents Attached to a Notification of Change in Name of an Officer or a Member)
Article 4The documents specified by order of the competent ministry as referred to in Article 19, paragraph (2) of the Act are as follows (in cases of documents certified by a public agency, limited to those prepared within three months prior to the date of filing the notification of change):
(i)when the notification of change relates to an officer who has newly assumed office, a copy of the residence certificate, etc. and a curriculum vitae of that person, a certificate issued by a public agency proving that the person does not fall under Article 15, paragraph (2), item (i), (b) of the Act (excluding the case in which the person is a foreign national), and a document pledging that the person does not fall under any of Article 15, paragraph (2), item (i), sub-item (a) or sub-items (c) through (k) of the Act (in the case where the person is a foreign national, sub-items (a) through (k) of that item);
(ii)when the notification of change relates to a person who has newly become a member, a document that states the name or trade name of the person and the location of their principal office or head office, a document pledging that the person does not fall under any of the items of Article 31, paragraph (1) of the Act, and in cases of completing settlement by the method set forth in Article 105, item (i) of the Act at one or more commodity markets which the member commodity exchange related to the notification seeks to open, a record concerning the amount of the net assets of the person which is prepared according to Form No. 1 within 30 days prior to the day when the person became a member;
(iii)when the notification of change relates to the addition of a listed commodity or listed commodity index on a commodity market where a member conducts transactions, and settlement is to be completed by the method set forth in Article 105, item (i) of the Act, a record concerning the amount of the net assets of the person which is prepared according to Form No. 1 within 30 days prior to the day of the notification of a change.
(Person Prescribed by Order of the Competent Ministry Referred to in Article 31, Paragraph (1), Item (i) of the Act)
Article 5A person specified by order of the competent ministry as referred to in Article 31, paragraph (1), item (i) of the Act is to be a person that is unable to adequately carry out the cognition, decision making, and communication necessary for properly performing their duties due to mental impairment.
(Means of Displaying Information Recorded in Electronic or Magnetic Records)
Article 6The means specified by order of the competent ministry as prescribed in the following provisions are the means of displaying the information recorded in an electronic or magnetic records set forth in the following provisions on paper or on a screen:
(i)the provisions of Article 57, paragraph (4), item (iii) of the Act (including as applied mutatis mutandis pursuant to Article 77, paragraph (2) and Article 93, paragraph (3) of the Act);
(ii)the provisions of Article 68-2, paragraph (3), item (iii) of the Act;
(iii)the provisions of Article 96-14, paragraph (2), item (ii) of the Act;
(iv)the provisions of Article 123, paragraph (2), item (iii) of the Act;
(v)the provisions of Article 125, paragraph (2), item (iii) of the Act;
(vi)the provisions of Article 144, paragraph (2), item (iii) of the Act;
(vii)the provisions of Article 144-2, paragraph (7), item (iii) of the Act;
(viii)the provisions of Article 144-3, paragraph (2), item (iii) of the Act;
(ix)the provisions of Article 144-4, paragraph (5), item (iii) of the Act;
(x)the provisions of Article 144-5, paragraph (2), item (iii) of the Act;
(xi)the provisions of Article 144-12, paragraph (3), item (iii) of the Act;
(xii)the provisions of Article 144-13, paragraph (2), item (iii) of the Act; and
(xiii)the provisions of Article 144-21, paragraph (3), item (iii) of the Act.
(Electronic or Magnetic Means of Providing Information in an Electronic or Magnetic Record)
Article 7The electronic or magnetic means specified by order of the competent ministry as prescribed in the following provisions are the means designated by a commodity exchange among those set forth in each item of Article 2-3, paragraph (1):
(i)the provisions of Article 57, paragraph (4), item (iv) of the Act (including as applied mutatis mutandis pursuant to Article 77, paragraph (2) and Article 93, paragraph (3) of the Act);
(ii)the provisions of Article 68-2, paragraph (3), item (iv) of the Act;
(iii)the provisions of Article 123, paragraph (2), item (iv) of the Act;
(iv)the provisions of Article 125, paragraph (2), item (iv) of the Act;
(v)the provisions of Article 144, paragraph (2), item (iv) of the Act;
(vi)the provisions of Article 144-2, paragraph (7), item (iv) of the Act;
(vii)the provisions of Article 144-3, paragraph (2), item (iv) of the Act;
(viii)the provisions of Article 144-4, paragraph (5), item (iv) of the Act;
(ix)the provisions of Article 144-5, paragraph (2), item (iv) of the Act;
(x)the provisions of Article 144-12, paragraph (3), item (iv) of the Act;
(xi)the provisions of Article 144-13, paragraph (2), item (iv) of the Act; and
(xii)Article 144-21, paragraph (3), item (iv) of the Act.
(Means Specified by Order of the Competent Ministry as Referred to in Article 59, Paragraph (5) of the Act)
Article 8The means specified by order of the competent ministry as referred to in Article 59, paragraph (5) of the Act is the means set forth in Article 2-3, paragraph (1), item (ii).
(Type and Content of Electronic or Magnetic Means Required to be Indicated in the Procedures for Consent)
Article 9The type and content of the electronic or magnetic means required to be indicated pursuant to the provisions of Article 5, paragraph (1) are the following information:
(i)means that a sender uses among the means set forth in Article 2-3, paragraph (1), (a) or (b); and
(ii)means of recording the information in a file.
(Minutes)
Article 9-2(1)The preparation of the minutes of a general meeting of members pursuant to the provisions of Article 62-3 of the Act is governed by this Article.
(2)The minutes of a general meeting of members must be prepared in the form of a document or an electronic or magnetic record.
(3)The minutes of a general meeting of members must include the following information:
(i)the date and time on which and the place where the general meeting of members was held (including the method of attendance in the case where the president, director, auditor or a member who was not present at the place attended the general meeting of members);
(ii)the outline and results of the proceedings of the general meeting of members;
(iii)the outline of the auditor's opinions pursuant to Article 48, paragraph (3) of the Act;
(iv)the names of the president, director, or auditor who attended the general meeting of members;
(v)the name of the chairperson;
(vi)the name of the president or director who performed the duties concerning the preparation of the minutes.
(Consideration of Accounting Practices)
Article 10With regard to the interpretation of terms set forth in the provisions of the following Article through Article 26 and the application of the provisions, generally accepted corporate accounting standards and other corporate accounting practices must be taken into consideration.
(Matters to be Stated in Settlement Related Documents)
Article 10-2The settlement related documents, etc. referred to in Article 66, paragraph (1) of the Act are as specified in the provisions of the following Article through Article 20.
(Principles of Balance Sheets)
Article 11A balance sheet must, for the purpose of clarifying the financial condition of a member commodity exchange, state or record the entire assets, liabilities, and net assets of the member commodity exchange at the end of each business year, and accurately show the information to members and any other interested party.
(Format of Balance Sheets)
Article 12The balance sheet is to be in an account format.
(Categorization of Balance Sheets)
Article 13(1)A balance sheet must indicate the values by categorizing them into the following sections; provided, however, that the title of the contribution section may be used as the title of the net assets section, if necessary:
(i)assets section;
(ii)liabilities section; and
(iii)net assets section.
(2)Each item in the assets section or the liabilities section must be given appropriate titles that indicate the assets or liabilities concerning that item.
(Categorization of Assets Section)
Article 14(1)The assets section must be categorized into the following items. In this case, each item (excluding the item set forth in item (ii)) must be subdivided into appropriate sub-items:
(i)current assets;
(ii)fixed assets; and
(iii)deferred assets.
(2)The item for fixed assets must be categorized into the following sub-items. In this case, each sub-item must be subdivided into appropriate sub sub-items:
(i)tangible fixed assets;
(ii)intangible fixed assets; and
(iii)investments and other assets.
(3)The assets set forth in the following items are to belong to those specified in those items:
(i)the following assets: current assets:
(a)cash and cash in bank (excluding cash in bank whose maturity date does not fall within a year);
(b)bills receivable (meaning bill claims (excluding bankruptcy or reorganization claims, etc. (meaning bankruptcy claims, rehabilitation claims or reorganization claims or other equivalent claims; hereinafter the same applies in this item) for which it is clear that payment may not be received within a year) generated based on ordinary transactions (meaning transactions generated currently or within a short term cycle in operating activities for the business of a member commodity exchange; hereinafter the same applies in this Article through Article 16-8));
(c)accounts receivable (meaning the business accounts due (excluding the accounts due in the case where claims related to those accounts due are bankruptcy or reorganization claims, etc. for which it is clear that payment may not be received within a year) generated based on ordinary transactions);
(d)lease claims (excluding bankruptcy or reorganization claims, etc. for which it is clear that collection may not be made within a year) in ownership-transfer finance lease transactions, which were generated based on ordinary transactions, or which were generated based on transactions other than ordinary transactions and whose due date falls within a year;
(e)lease investment assets (excluding bankruptcy or reorganization claims, etc. for which it is clear that collection may not be made within a year) in non-ownership-transfer finance lease transactions, which were generated based on ordinary transactions, or which were generated based on transactions other than ordinary transactions and whose due date falls within a year;
(f)trading securities and securities whose maturity date falls within a year;
(g)commodities (including land, buildings, and other real properties owned for the purpose of sale);
(h)products, byproducts, and scraps;
(i)semi-finished products (including self-made parts);
(j)raw materials and materials (including purchased parts);
(k)work in progress and partly-finished work;
(l)consumable goods, consumable tools, appliances, fixtures, and other stored goods whose value is over a certain amount;
(m)advance payment (meaning advance payment (excluding advance payment in the case where claims related to the advance payment are those for which it is clear that payment may not be received within a year) for purchasing commodities and raw materials (including those equivalent to them);
(n)prepaid expenses which will become expenses within a year;
(o)accrued income; and
(p)other assets which are recognized as to be cashed within a year;
(ii)the following assets (provided, however, that, for the assets set forth in sub-items (a) through (h), limited to those to be used for business): tangible fixed assets:
(a)buildings and annexed equipment such as for heating, lighting, and ventilation;
(b)constructions (meaning docks, bridges, quays, piers, tracks, reservoirs, tunnels, chimneys and other civil engineering equipment or structures fixed on land);
(c)machinery, equipment, and transportation equipment such as hoists, conveyors, cranes, and other annexed equipment;
(d)ships and water delivery equipment;
(e)railway vehicles, automobiles, and other land delivery equipment;
(f)tools, appliances, and fixtures (limited to those with a lifespan of one year or more);
(g)land;
(h)lease assets (meaning leased property in cases where the company is the lessee of the leased property in finance lease transactions; the same applies hereinafter) which falls under the articles set forth in sub-items (a) through (g) and sub-item (j);
(i)construction in progress (meaning expenses for the construction of assets set forth in sub-items (a) through (g) which are to be used for business, and materials appropriated for the purpose of the construction); and
(j)other tangible assets which are to be categorized as assets belonging to tangible fixed assets;
(iii)the following assets: intangible fixed assets:
(a)patent rights;
(b)land leasehold rights (including surface rights);
(c)trademark rights;
(d)utility model rights;
(e)design rights;
(f)mining rights;
(g)fishery rights (including piscary);
(h)software;
(i)goodwill;
(j)lease assets which fall under the articles set forth in sub-items (a) through (h) and sub-item (k); and
(k)other intangible assets which are to be categorized as assets belonging to intangible fixed assets;
(iv)the following assets: investments and other assets:
(a)shares (excluding shares falling under trading securities; the same applies hereinafter) of affiliated companies (meaning affiliated companies referred to in Article 2, paragraph (3), item (xxii) of the Regulations on Corporate Accounting (Order of the Ministry of Justice No. 13 of 2006); the same applies in Article 16-6) and securities that do not belong to current assets;
(b)contribution;
(c)long-term loans;
(d)deferred tax assets:
(e)lease claims in ownership-transfer finance lease transactions which are not those set forth in item (i), (d);
(f)lease investment assets in non-ownership-transfer finance lease transactions which are not those set forth in item (i), (e);
(g)other assets which are to be categorized as assets belonging to investments and other assets;
(h)other assets which do not belong to current assets, tangible fixed assets, intangible fixed assets, or deferred tax assets;
(v)those recognized as being appropriate to be recorded as deferred assets: deferred assets.
(4)The term "within a year" prescribed in the preceding paragraph means any day within a year from the day specified in the following items in accordance with the category of balance sheet set forth in those items (hereinafter the same applies in this Article through Article 16-8):
(i)the balance sheet on the day of establishment: the day of the establishment of a member commodity exchange;
(ii)the balance sheet related to a business year: the day following the last day of the business year (in the case where assets are to be valued on a day other than the last day of the business year, that day; the same applies hereinafter).
(Categorization of the Liabilities Section)
Article 15(1)The liabilities section must be categorized into the following items. In this case, the items must be subdivided into appropriate sub-items:
(i)current liabilities; and
(ii)fixed liabilities.
(2)Liabilities set forth in the following items are to belong to those specified in those items:
(i)the following liabilities: current liabilities:
(a)bills payable (meaning bill debts generated based on ordinary transactions);
(b)accounts payable (meaning business arrears arising out of ordinary transactions);
(c)advances received (meaning advances received for construction orders, ordered goods, etc.);
(d)allowances (excluding allowances related to assets and those recognized as not to be used within a year);
(e)arrears or deposits received arising out of ordinary transactions which are, as a general business practice, to be paid within a short term after it has arisen;
(f)accrued expenses;
(g)deferred revenue;
(h)lease debts in finance lease transactions whose due date falls within a year;
(i)asset retirement obligations which are recognized as to be performed within a year;
(j)other liabilities which are recognized as to be paid or repaid within a year;
(ii)the following liabilities: fixed liabilities:
(a)bonds payable;
(b)long-term debts;
(c)allowances (excluding allowances related to assets and those set forth in (d) of the preceding item);
(d)deferred tax liabilities:
(e)goodwill;
(f)lease debts in finance lease transactions which are not those set forth in (i) of the preceding item;
(g)asset retirement obligations which are not those set forth in (j) of the preceding item;
(h)other liabilities which do not belong to current liabilities.
(Categorization of the Net Assets Section)
Article 16(1)The net assets section must be categorized into the following items; provided, however, that the title of members' contribution may be used as the title of members' capital:
(i)members' capital;
(ii)valuation or translation difference, etc.
(2)The items related to members' capital must be categorized into the following sub-items. In this case, each sub-item may be sub-divided into appropriate sub sub-items:
(i)contribution;
(ii)membership fee;
(iii)capital surplus;
(iv)statutory capital; and
(v)accumulated profit.
(3)The items related to valuation or translation difference must be sub-divided into the following sub-items and any other sub-items with an appropriate title:
(i)other securities valuation difference;
(ii)deferred gains and losses on hedges; and
(iii)land revaluation differences.
(Indication of Allowances for Bad Debts)
Article 16-2(1)The allowances related to each assets must be indicated as a deduction for the respective assets under sub-items with titles that indicate the purpose of allowances for bad debts and other relevant allowances excluding cases prescribed in the following paragraph; provided, however, that they are not precluded from being indicated collectively as a deduction for the category of current assets, tangible fixed assets, intangible fixed assets, investment, and other assets, or deferred assets.
(2)The allowances related to each assets may be deducted directly from the amount of the respective assets, and the outstanding amount of the deduction may be indicated as the amount of those respective assets.
(Indication of Accumulated Depreciation for Tangible Fixed Assets)
Article 16-3(1)The accumulated depreciation for each tangible fixed assets must be indicated as a deduction for the respective tangible fixed assets under the sub-item of accumulated depreciation excluding cases prescribed in the following paragraph; provided, however, that they are not precluded from being indicated collectively as a deduction for those tangible fixed assets.
(2)The accumulated depreciation for each tangible assets may be deducted directly from the amount of the respective tangible assets and the outstanding amount of the deduction, and may be indicated as the amount of those respective tangible assets.
(Indication of Accumulated Impairment Loss on Tangible Fixed Assets)
Article 16-4(1)The accumulated impairment loss on each tangible fixed assets must be deducted directly from the amount of the respective tangible fixed assets (in the case where accumulated depreciation for tangible fixed assets is deducted directly from the amount of the tangible fixed assets pursuant to the provisions of paragraph (2) of the preceding Article, the amount after deduction) and the outstanding amount of the deduction must be indicated as the amount of the respective tangible fixed assets, excluding cases prescribed in the following paragraph and paragraph (3).
(2)The accumulated impairment loss on each tangible fixed assets for which depreciation is carried out may be indicated as a deduction for the respective tangible fixed assets under the sub-item of accumulated impairment loss; provided, however, that they are not precluded from being indicated collectively as the deduction for those tangible fixed assets.
(3)In indicating accumulated depreciation and accumulated impairment loss as deductions pursuant to the provisions of paragraph (1) of the preceding Article and the preceding paragraph, the accumulated impairment loss may be added to the accumulated depreciation and indicate the amount under the sub-item of accumulated depreciation.
(Indication of Intangible Fixed Assets)
Article 16-5The accumulated depreciation and accumulated impairment loss on each intangible fixed assets must be deducted directly from the amount of the respective intangible assets, and the outstanding amount of the deduction must be indicated as the amount of those respective intangible fixed assets.
(Indication of Shares of Affiliated Companies)
Article 16-6The shares or the contribution of affiliated companies must be indicated separately under the sub-items of shares or contribution of affiliated companies.
(Indication of Deferred Tax Assets)
Article 16-7With regard to the amount of deferred tax assets and the amount of deferred tax liabilities, only the difference must be indicated as deferred tax assets or deferred tax liabilities under fixed assets or fixed liabilities.
(Indication of Deferred Assets)
Article 16-8The accumulated depreciation of each deferred assets must be deducted directly from the amount of the respective deferred assets, and the outstanding amount of the deduction must be indicated as the amount of those respective deferred assets.
(Principles of Profit and Loss Statements)
Article 17Profit and loss statements must, for the purpose of clarifying the status of the profit and loss of a member commodity exchange, state or record the entire profit and loss in a single accounting period, and accurately show the information to members and any other interested party.
Article 18Deleted
(Categorization of Profit and Loss Statements)
Article 19(1)Profit and loss statements must have sections for income and expenditure, and the sections must be subdivided into sub-items with appropriate titles according to the characteristics of the income for income and according to the purpose of the expenditure for expenditure.
(2)In the expenditure section referred to in the preceding paragraph, the surplus or loss for the term must be included or recorded.
(Business Reports)
Article 20Business reports must state or record the following information and any other important information concerning the business of a member commodity exchange:
(i)an outline of the business;
(ii)an outline of transactions and market conditions;
(iii)an outline of the meetings; and
(iv)information concerning members.
(Preparation of Accounting Books)
Article 21(1)A member commodity exchange must prepare accurate accounting books on a timely basis pursuant to the provisions of the following paragraph, and the following Article through Article 26.
(2)Accounting books must be prepared in the form of a document or an electronic or magnetic record.
(Valuation of Assets)
Article 22(1)With regard to the assets, the acquisition cost must be recorded in accounting books, excluding the cases where special provisions exist in laws and regulations other than this Order or the Act.
(2)The assets required to be depreciated, must be reasonably depreciated on the last day of a business year.
(3)With regard to the assets set forth in the following items, the price specified in each item must be indicated if price is required to be indicated on the last day of a business year:
(i)assets whose market value on the last day of a business year is considerably lower than the acquisition cost at that time (excluding the assets whose current market price is found to be likely to recover to the level of the acquisition cost at that time): the market value on the last day of the business year; and
(ii)assets for which unpredictable loss was incurred or impairment loss should be recognized on the last day of the business year: amount obtained by deducting a reasonable amount from the acquisition cost at that time.
(4)With regard to claims that are likely to be uncollectible, the amount that is expected to be uncollectible on the last day of a business year must be deducted on that day.
(5)With regard to claims, an appropriate price may be indicated in the case where its acquisition cost is different from the amount of claims or where there are other reasonable grounds.
(6)With regard to the following assets, the market value or appropriate price on the last day of a business year may be indicated:
(i)assets whose market value on the last day of a business year is lower than the acquisition cost at that time;
(ii)assets which have market price (excluding shares of subsidiary companies (meaning subsidiary companies prescribed in Article 8, paragraph (3) of the Rules for Financial Statements) and affiliated companies (meaning affiliated companies prescribed in paragraph (5) of that Article) and bonds held to maturity);
(iii)in addition to the assets set forth in the preceding two items, assets for which it is appropriate to indicate the market value or appropriate price on the last day of a business year.
(Valuation of Liabilities)
Article 23(1)With regard to liabilities, the amount of liabilities must be recorded in accounting books, excluding the case where special provisions exist in laws and regulations other than this Order or the Act.
(2)With regard to the following liabilities, the market value or appropriate price on the last day of a business year may be indicated:
(i)in addition to the following reserves, the reserves that should be recorded (including reserves that should be recorded in cases of providing services to members) by carrying over the amount to be borne for the business year as expenses or losses among the reasonably estimated amount in preparation for future expenses or losses (including the deduction of profit; hereinafter the same applies in this item):
(a)reserves for retirement benefits (meaning reserves to be carried over on the last day of a business year in the case where retirement lump-sum grants, retirement pension, and other similar benefits are paid to an employee after they have retired);
(b)reserves for loss on for returned goods (meaning reserves to be carried over on the last day of a business year in the case where there is a special arrangement related to a buyback for the price at the time of selling, with regard to inventories for sale, at all times);
(ii)bonds which received payment of an amount different from the amount of liabilities;
(iii)in addition to the liabilities set forth in the preceding two items, liabilities for which it is appropriate to indicate the market value or appropriate price on the last day of a business year.
(Amount of Contribution)
Article 24(1)In addition to what is specified in the provisions of Article 60-6, Article 60-7, and Articles 60-9 through 60-12, the amount of the contribution of a member commodity exchange is increased by the amount which the member commodity exchange has determined to record in the amount of the contribution within the scope of amount specified in the following items, limited to the cases set forth in those items:
(i)in cases where a member has made the contribution (excluding cases in which the claim set forth in the following item related to the contribution made has been recorded as assets): the amount obtained by subtracting the sum of the amount set forth in (c) from the sum of the amounts set forth in (a) and (b) (zero, if the obtained amount is less than zero):
(a)the value of the property (in cases where the property falls under the property prescribed in (b), excluding the property) which was paid or provided to a member commodity exchange using the contribution made by that member;
(b)the sum of the book value immediately prior to the payment or provision by a person who paid for or provided the property (limited to the property, in cases where the book value immediately prior to the payment or provision by a person who paid for or provided the property as the book value at the member commodity exchange of that property (the appropriate value in cases where that book value is not appropriate; the same applies hereinafter) are required to be indicated) which was paid for or provided to a member commodity exchange using the contribution made by that member;
(c)among the amount of the expenses related to the acceptance of the contribution made, the amount which a member commodity exchange determined to be subtracted from the contribution or the capital surplus;
(ii)in cases where a member commodity exchange determined to record as assets the claim related to the right to request a member to make a contribution: the value of that claim;
(iii)in cases where a member commodity exchange determined that all or some of the amount of capital surplus to be the amount of the contribution: the amount of the capital surplus.
(2)The amount of the contribution of a member commodity exchange is to be reduced by the amount set forth in the following items, limited to the cases set forth in those items:
(i)in cases where a member commodity exchange repays the equity interest to a withdrawing member: the amount recorded in the amount of the contribution for the contribution by the withdrawing member;
(ii)in cases where a member commodity exchange repays the contribution to a member: the amount determined to be reduced from the amount of the contribution within the scope of the value of the contribution to be repaid by the repayment of the contribution (limited to an amount less than that recorded in the amount of the contribution for the contribution by the member);
(iii)in cases where a member commodity exchange determined not to record as assets the claim set forth in item (ii) of the preceding paragraph that has been recorded as assets: the amount that has been recorded in the contribution for the claim;
(iv)in cases where a member commodity exchange determined all or part of the contribution to be the amount of the capital surplus: the amount equivalent to the amount determined to be the capital surplus;
(v)in cases of appropriating as compensation for loss: the amount which a member commodity exchange determined to appropriate as compensation for loss within the scope of the amount of the contribution.
(Amount of Capital Surplus)
Article 25(1)With regard to the amount of the capital surplus of a member commodity exchange, the amount specified in the following items are to increase limited to the cases set forth in those items, in addition to what is specified in the provisions of Article 60-6, Article 60-7, and Articles 60-9 through 60-12:
(i)in cases where a member has made a contribution (excluding cases where the claim set forth in the following item related to the contribution made has been recorded as assets): the amount obtained by deducting the amount set forth in (b) from the amount set forth in (a):
(a)the amount obtained by deducting the amount set forth in (c) from the sum of the amounts set forth in (a) and (b) of paragraph (1), item (i) of the preceding Article;
(b)the amount recorded in the amount of the contribution upon the making the contribution;
(ii)in case where a member commodity exchange determined to record as assets the claim related to the right to request a member to make a contribution: the amount obtained by reducing the amount set forth in (b) from the amount set forth in (a);
(a)the amount specified in paragraph (1), item (ii) of the preceding Article;
(b)the amount recorded in the amount of the contribution upon the determination;
(iii)in cases where a member commodity exchange determined that all or some of the amount of contribution to be the amount of the capital surplus: the amount determined to be the amount of the capital surplus;
(iv)in cases of appropriating as compensation for loss: the amount which a member commodity exchange determined to appropriate as compensation for the loss within the scope of the amount of contribution;
(v)in other cases where it is appropriate to increase the amount of capital surplus: the appropriate amount.
(2)The amount of the capital surplus of a member commodity exchange is to be reduced by the amount set forth in the following items, limited to the cases set forth in those items:
(i)in cases where a member commodity exchange repays the equity interest to a withdrawing member: the amount recorded in the amount of the capital surplus for the contribution by the withdrawing member;
(ii)in cases where a member commodity exchange repays the contribution to a member: the amount obtained by deducting the amount to be reduced from the amount of the contribution pursuant to the provisions of paragraph (2) of the preceding Article in cases of repaying the contribution from the value of the contribution to be repaid by the repayment of that contribution;
(iii)in cases where a member commodity exchange determined not to record as assets the claim set forth in item (ii) of the preceding paragraph that have been recorded as assets: the amount that have been recorded in the capital surplus for the claim;
(iv)in cases where a member commodity exchange determined that all or some of the amount of capital surplus to be the amount of contribution: the amount equivalent to the amount determined to be the contribution; and
(v)in other cases where it is appropriate to decrease the amount of the capital surplus: the appropriate amount.
(Amount of Accumulated Profit)
Article 26(1)The amount of the accumulated profit of a member commodity exchange is to increase by the amount specified in the following items limited to the cases set forth in those items, in addition to what is specified in the provisions of Article 60-6, Article 60-7, and Articles 60-9 through 60-12:
(i)in cases where the accumulated profit for the term has been generated: amount of the accumulated profit for the term;
(ii)in cases where a member commodity exchange repays the equity interest to a withdrawing member: the amount obtained by deducting the amount set forth in (b) from the amount set forth in (a) (zero, if the obtained amount is less than zero):
(a)the sum of the amount recorded in the amount of contribution and capital surplus for the contribution by the member who received the repayment of the equity interest;
(b)the book value of the property repaid by the repayment of the equity interest;
(iii)in other cases where it is appropriate to increase the amount of the accumulated profit: the appropriate amount.
(2)The amount of the accumulated profit of a member commodity exchange is to be reduced by the amount set forth in the following items, limited to the cases set forth in those items; provided, however, that the amount equivalent to the book value of the property repaid by the repayment of the contribution is not to be deducted from the amount of the accumulated profit:
(i)in the case loss for the term has been generated: amount of the loss for the term;
(ii)in cases where a member commodity exchange repays the equity interest to a withdrawing member: the amount obtained by deducting the amount set forth in (b) from the amount set forth in (a) (zero, if the obtained amount is less than zero):
(a)the book value of the property repaid by the repayment of the equity interest;
(b)the sum of the amount recorded in the amount of contribution and capital surplus for the contribution by the member who received the repayment of the equity interest;
(iii)in cases where a member makes a contribution (limited to cases where the sum of the amount set forth in (a) and (b) of Article 24, paragraph (1), item (i) is less than zero): the total amount; and
(iv)in other cases where it is appropriate to decrease the amount of accumulated profit: the appropriate amount.
(Special Provision on Keeping of Electronic or Magnetic Records)
Article 26-2The means specified by order of the competent ministry as prescribed in Article 68-2, paragraph (2) of the Act are the means of using an electronic data processing system to connect a computer used by a member commodity exchange through a telecommunications line, which is a means of recording the content of the information in a file on the computer into the file on the computer used at the principal office or secondary offices of the member commodity exchange through a telecommunications line.
(Public Notice of a Balance Sheet)
Article 26-3In cases where a member commodity exchange gives public notice pursuant to the provisions of Article 68-3 of the Act, it must clarify the amount of the net surplus or net loss for the term in the public notice.
(Application for Authorization of Mergers of Member Commodity Exchanges)
Article 27When a member commodity exchange seeks to obtain authorization for a merger under the provisions of Article 76, paragraph (1) of the Act, it must attach the following documents to a written application for authorization and submit them to the competent minister:
(i)a document stating the reasons for the merger;
(ii)minutes of a general meeting of members; and
(iii)settlement related documents, etc. for the immediately preceding business year.
(Inventories of Property)
Article 27-2(1)An inventory of property required to be prepared pursuant to the provisions of Article 492, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 77, paragraph (1) of the Act is governed by this Article.
(2)With regard to the property to be recorded in an inventory of property set forth in the preceding paragraph, its disposal price on the day when the case has fallen under the cases set forth in the provisions of Article 475 (excluding item (i) and item (iii)) of the Companies Act as applied mutatis mutandis pursuant to Article 77, paragraph (1) of the Act must be recorded excluding cases where it is difficult to record the disposal price. In such a case, with regard to the accounting books of a member commodity exchange which is to be liquidated pursuant to the provisions of Article 475 (excluding the part related to items (i) and (iii)) of the Companies Act as applied mutatis mutandis pursuant to Article 77, paragraph (1) of the Act, the price recorded in the inventory of property is deemed to be the acquisition value.
(3)The inventory of property referred to in paragraph (1) must indicate the values by categorizing them into the following sections. In this case, the sections set forth in items (i) and (ii) may be subdivided into sub-items with an appropriate title showing the contents:
(i)assets section;
(ii)liabilities section; and
(iii)net worth section.
(Balance Sheets at the Start of Liquidation)
Article 27-3(1)A balance sheet required to be prepared pursuant to the provisions of Article 492, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 77, paragraph (1) of the Act is governed by this Article.
(2)The balance sheet referred to in the preceding paragraph must be prepared based on an inventory of property.
(3)The balance sheet referred to in paragraph (1) must indicate the values by categorizing them into the following sections. In this case, the sections set forth in items (i) and (ii) may be subdivided into sub-items with an appropriate title showing the contents:
(i)assets section;
(ii)liabilities section; and
(iii)net assets section.
(4)If there are assets whose disposal price is difficult to record, an explanatory note on the policy for property valuation concerning the assets must be indicated in the balance sheet referred to in paragraph (1).
(Documents Attached to a Written Application for a License)
Article 28(1)The documents specified by order of the competent ministry as referred to in Article 79, paragraph (2) of the Act are as follows (in cases of documents certified by a public agency, limited to those prepared within three months prior to the date of filing the application for a license):
(i)a certificate of the registered information;
(ii)a document pledging that the person does not fall under any of the provisions of Article 15, paragraph (2), item (i), sub-items (c) through (e) or sub-item (i) of the Act;
(iii)a document specified as follows in accordance with the cases set forth in each sub-item:
(a)in cases where an officer is a foreign national: a copy of the residence certificate, etc. and the curriculum vitae of the officer, and a document pledging that the person does not fall under any of the provisions of Article 15, paragraph (2), item (i), sub-items (a) through (k) of the Act;
(b)in cases where an officer is a corporation: a certificate of the registered information of the officer, a document stating the history of the corporation, and a document pledging that the officer does not fall under any of the provisions of Article 15, paragraph (2), item (i), sub-item (l) of the Act;
(c)in cases where an officer is neither a foreign national nor a corporation: a copy of the residence certificate, etc. and the curriculum vitae of the officer, a certificate issued by a public agency proving that the person does not fall under the provisions of Article 15, paragraph (2), item (i), sub-item (b) of the Act, and a document pledging that the person does not fall under any of the provisions of sub-item (a), or sub-items (c) through (k) of that item;
(iv)a document that states the name or trade name of a trading participant and the location of their principal office or head office, a document pledging that the person does not fall under any of the provisions of the items of Article 31, paragraph (1) of the Act, and in cases of completing settlement by the methods set forth in Article 105, item (i) of the Act for one or more commodity markets which a member commodity exchange related to the application seeks to open, a record concerning the amount of the net assets of the person prepared according to Form No. 1 within 30 days prior to the date of filing the application for a license;
(v)a document pledging that the majority of the trading participants who seek to conduct transactions in the commodity market fall under the following persons for the category of commodity markets set forth in each item:
(a)commodity market related to a listed commodity: persons who have engaged in the purchase and sale, etc. of component products of listed commodities in the commodity market for one year or more on a continuous basis in the course of trade;
(b)commodity market related to a listed commodity index: persons who have engaged in the purchase and sale, etc. of products underlying the listed commodity index (meaning products underlying the listed commodity index prescribed in Article 10, paragraph (2), item (ii) of the Act) in the commodity market for one year or more on a continuous basis in the course of trade;
(vi)in cases where an organizational meeting was held, the minutes of the meeting;
(vii)a document stating the status of securing employees who have the knowledge and experience on the business of a commodity exchange and the status of the assignment of those employees;
(viii)a document stating the estimated transaction volume of futures transactions for one year after the opening of a commodity market which they seek to open;
(ix)in cases of seeking to open a commodity market related to a listed commodity, a document stating that it is appropriate to conduct transactions of component products of listed commodities in a single commodity market;
(x)in cases of seeking to open a commodity market by specifying two or more commodity indices as a single listed commodity index, a document clarifying that the majority of the goods or electric power subject to those indices are common to one another;
(xi)in cases of using an electronic data processing system in opening a commodity market, a document stating the outline, installation location, capacity, maintenance method of the electronic data processing system, and method of handling in the case of malfunction of the electronic data processing system; and
(xii)a document stating other information to be used as a reference in recognizing whether the criteria set forth in Article 80, paragraph (1) of the Act have been met.
(2)If a stock company other than an incorporated commodity exchange submits a written application for a license to become an incorporated commodity exchange by changing its prior purpose pursuant to the provisions of Article 79, paragraph (1) of the Act, the documents specified by order of the competent ministry as referred to in paragraph (2) of that Article are the following documents, in addition to those set forth in the items of the preceding paragraph (excluding item (vi)):
(i)the minutes of the shareholders meeting which adopted the resolution that the stock company will become an incorporated commodity exchange by changing its prior purpose;
(ii)financial statements, etc. (meaning the financial statements, etc. prescribed in Article 2, paragraph (3), item (xii) of the Order for Enforcement of the Companies Act (Order of the Ministry of Justice No. 12 of 2006) (limited to the part pertaining to (a)) and their annexed detailed statement for the immediately preceding business year.
(Submission of a Doctor's Medical Certificate)
Article 28-2When an application for the license under Article 78 of the Act is filed, and the competent minister finds it necessary for examining whether the license applicant falls under Article 15, paragraph (2), item (i), (l) of the Act (limited to the part related to (a) and (k)), the minister may request the applicant to submit a doctor's medical certificate stating the name of the illness of the person subject to the examination, whether the person has any mental impairment and the level of impairment, causes of the illness, catamnestic observation, prospects of recovery, and other remarks for reference.
(Documents Attached to a Notification of Change of the Name of an Officer or a Trading Participant)
Article 29The documents specified by order of the competent ministry as referred to in Article 85, paragraph (2) of the Act are as follows (in cases of documents certified by a public agency, limited to those prepared within three months prior to the date of filing the notification of change):
(i)when the notification of change relates to a newly appointed officer, a document specified as follows in accordance with the cases set forth in each sub-item:
(a)in cases where a newly appointed officer is a foreign national: a copy of the residence certificate, etc. and a curriculum vitae of the officer, and a document pledging that the person does not fall under any of the provisions of Article 15, paragraph (2), item (i), sub-items (a) through (k) of the Act;
(b)in cases where a newly appointed officer is a corporation: a certificate of the registered information of the officer, a document stating the history of the corporation, and a document pledging that the person does not fall under the provisions of Article 15, paragraph (2), item (i), (l) of the Act;
(c)in cases where a newly appointed officer is neither a foreign national nor a corporation: a copy of the residence certificate, etc. and a curriculum vitae of the officer, a certificate issued by a public agency proving that the person does not fall under the provisions of Article 15, paragraph (2), item (i), (b) of the Act, and a document pledging that the person does not fall under any of the provisions in sub-items (a) and sub-items (c) through (k) of that item;
(ii)when the notification of change relates to a person who has newly become a trading participant, a document stating the name or trade name of that person and the location of their principal office or head office, a document pledging that the person does not fall under any of the provisions of the items of Article 31, paragraph (1) of the Act, and in cases of completing settlement by the methods set forth in Article 105, item (i) of the Act for one or more commodity markets which the incorporated commodity exchange related to the notification seeks to open, a record concerning the amount of the net assets of the person prepared according to Form No. 1 within 30 days prior to the day when that person became a trading participant;
(iii)when the notification of change relates to the addition of a listed commodity or listed commodity index on a commodity market where a trading participant conducts transactions, and in cases of completing settlement by the methods set forth in Article 105, item (i) of the Act, a record concerning the amount of the net assets of the person prepared according to Form No. 1 within 30 days prior to the day of the notification of change.
(Facts Presumed to Have a Material Influence on Decisions of Financial and Business Policies)
Article 29-2The facts specified by order of the competent ministry as referred to in the main clause of Article 86, paragraph (1) of the Act are as follows:
(i)a person who is or was an officer or an employee and capable of influencing decisions of financial and operational or business policies of the incorporated commodity exchange referred to in the main clause of Article 86, paragraph (1) of the Act has assumed the position of a company director or executive officer, or an equivalent post of the incorporated commodity exchange;
(ii)important financing is provided to the incorporated commodity exchange;
(iii)important technology is provided to the incorporated commodity exchange;
(iv)important operational or business transactions are conducted with the incorporated commodity exchange; and
(v)other facts that are presumed to have a material effect on decisions of financial and operational or business policies of the incorporated commodity exchange exist.
(Voting Rights Excluded from Voting Rights Acquired or Held by Taking into Account the Manner of Acquisition or Holding or Other Circumstances)
Article 30The voting rights specified by order of the competent ministry referred to in the main clause of Article 86, paragraph (1) of the Act are the following voting rights:
(i)voting rights related to the shares of an incorporated commodity exchange acquired or held as trust property by a person who engages in trust business (meaning the trust business as defined in Article 2, paragraph (1) of the Trust Business Act (Act No. 154 of 2004)) (excluding those that are deemed to be the voting rights personally acquired or held by the person who engages in trust business, pursuant to the provisions of Article 86, paragraph (5) of the Act (limited to the part related to item (i)));
(ii)voting rights related to the shares of an incorporated commodity exchange held by a corporation in cases where a person having the right to represent the corporation or a manager having the right to represent the corporation has the authority to exercise voting rights, the authority to give instructions on the exercise of voting rights, or the authority required for making an investment, based on the right to represent or their authority of representation;
(iii)in cases where an officer or employee of an incorporated commodity exchange has acquired the shares of the incorporated commodity exchange (limited to those conducted according to a certain plan, without depending on an individual investment decision, on an on-going basis, for which each officer or employee has contributed less than one million yen at a time) jointly with another officer or employee of the incorporated commodity exchange (when the incorporated commodity exchange has acquired the shares other than those acquired based on the provisions of Article 156, paragraph (1) of the Companies Act (including as applied pursuant to Article 165, paragraph (3) of that Act following the deemed replacement of terms), limited to cases where the acquisition was entrusted to a financial instruments business operator), voting rights pertaining to the shares of the incorporated commodity exchange acquired or held by a person who has deposited the shares of the incorporated commodity exchange which conducted the acquisition (excluding those that are deemed to be the voting rights personally acquired or held by the person who has deposited the shares, pursuant to the provisions of Article 86, paragraph (5) of that Act (limited to the part related to item (i)));
(iv)voting rights related to the shares of an incorporated commodity exchange acquired or held by an heir through inheritance (limited to the shares held prior to the day the heir gave an unqualified acceptance (including cases in which an unqualified acceptance is deemed to have been given) (excluding cases of coinheritance) or gave a qualified acceptance, or the shares whose division has not been completed by the coheirs);
(v)voting rights related to the shares of an incorporated commodity exchange acquired or held by an incorporated commodity exchange for the purpose of cancellation of its own shares.
(Exemption of Restrictions on Acquisition)
Article 31The cases specified by order of the competent ministry as referred to in Article 86, paragraph (2), Article 96-19, paragraph (2), and Article 96-25, paragraph (2) of the Act are as follows:
(i)cases in which there is no increase in the number of subject voting rights (meaning the subject voting rights prescribed in the main clause of Article 86, paragraph (1) of the Act; the same applies hereinafter) of an incorporated commodity exchange held;
(ii)cases in which the subject voting rights of an incorporated commodity exchange are acquired or held by exercising security rights or accepting substitute performance;
(iii)cases in which the subject voting rights of an incorporated commodity exchange are acquired or held by a financial instruments business operator for the purpose of business (excluding cases in which they have acquired or held the rights through the acts set forth in Article 2, paragraph (8), item (i) of the Financial Instruments and Exchange Act); and
(iv)cases in which the subject voting rights of an incorporated commodity exchange are acquired or held by a securities finance company (meaning a securities finance company prescribed in Article 2, paragraph (30) of the Financial Instruments and Exchange Act; the same applies in Article 36-10) for the purpose of the business prescribed in Article 156-24, paragraph (1) of that Act.
(Specified Holder's Notification)
Article 31-2The information specified by order of the competent ministry as referred to in Article 86, paragraph (3) of the Act is the following information:
(i)the day the person became a specified holder (meaning a specified holder prescribed in Article 86, paragraph (3) of the Act; the same applies hereinafter.);
(ii)the grounds on which the person came to fall under specified holders; and
(iii)the number of subject voting rights held by the person.
(Notification of Holding Subject Voting Rights)
Article 31-3(1)A person submitting a notification of holding subject voting rights pursuant to the provisions of Article 86-2, paragraph (1) of the Act must submit a notification of holding subject voting rights prepared according to Form No. 1-2 and its copy to the competent minister.
(2)The information specified by order of the competent ministry as referred to in Article 86-2, paragraph (1) of the Act is the following information:
(i)trade name or name;
(ii)location of the head office or principal office, or its address or residence;
(iii)number of voting rights held;
(iv)information concerning persons having a special relationship (meaning the relationship set forth in the items of Article 9, paragraph (1) or the items of Article 12 paragraph (1) of the Order) with the person submitting the notification of holding subject voting rights.
(Identification Cards)
Article 31-4The identification card that officials are required to carry pursuant to provisions of Article 86-3, paragraph (2) (Article 96-21, paragraph (3) (including cases in which the provisions of paragraph (1) of that Article are applied mutatis mutandis pursuant to paragraph (2) of that Article), Article 96-30, paragraph (2), Article 96-33, paragraph (3) (including cases in which the provisions of paragraph (1) of that Article are applied mutatis mutandis pursuant to paragraph (2) of that Article), and Article 96-39, paragraph (2) of the Act (including as applied mutatis mutandis pursuant to Article 157, paragraph (4)) or Article 157, paragraph (4) (including as applied mutatis mutandis pursuant to Article 184, paragraph (2), Article 231, paragraph (4), Article 240-22, paragraph (3), Article 263, paragraph (2), Article 322, paragraph (2), Article 338, paragraph (2) (including as applied mutatis mutandis pursuant to Article 345 of the Act) and Article 349, paragraph (6) of the Act) are according to Form No. 2.
(Information for Public Inspection)
Article 32(1)The information specified by order of the competent ministry as referred to in Article 87 of the Act are the total number of issued shares and the number of voting rights of all shareholders of the incorporated commodity exchange.
(2)In cases where there is a change to the total number of issued shares or the number of voting rights of all shareholders due to the conversion of shares or the exercise of share options, the total number of issued shares or the number of voting rights of all shareholders may be the number as of the last day of the previous month.
(3)In cases where there is a change to the total number of issued shares of an incorporated commodity exchange, the registered total number of issued shares may be deemed to be the total number of issued shares referred to in paragraph (1) until the registration is made.
(4)An incorporated commodity exchange must keep documents that state the information specified in paragraph (1) at its head office and make them available for public inspection during its business hours.
(Application for Authorization for Reduction in Amount of Stated Capital)
Article 33When an incorporated commodity exchange seeks authorization for reduction in the amount of stated capital pursuant to the provisions of Article 88, paragraph (1) of the Act, it must attach the following documents to the written application for authorization and submit them to the competent minister:
(i)a document stating the reasons for the reduction in the amount of stated capital;
(ii)a document stating the method to reduce the amount of stated capital;
(iii)minutes of a shareholders meeting and other documents proving that the necessary procedures have been taken;
(iv)a balance sheet for the immediately preceding business year;
(v)a document stating that a public notice or a notification under the provisions of Article 449, paragraph (2) of the Companies Act (in cases where a public notice has been given not only in an Official Gazette, but also by publication in a daily newspaper which publishes matters on current events or by an electronic public notice pursuant to the provisions of paragraph (3) of that Article, a public notice by those means) has been given, and when a creditor has made an objection, documents proving that payment has been made or a reasonable collateral has been provided to the creditor or reasonable property has been deposited in trust for the purpose of having the creditor receive the payment, or that the reduction of the stated capital is not likely to harm the creditor; and
(vi)with regard to companies that issue shares, a document proving that a public notice under the provisions of the main clause of Article 219, paragraph (1) of the Companies Act, or a document proving that the shares have not been issued for all of the shares.
(Notification of an Increase in Amount of Stated Capital)
Article 34When an incorporated commodity exchange seeks to give notification of increase in the amount of stated capital under the provisions of Article 88, paragraph (2) of the Act, it must attach the following documents to the written application for authorization and submit them to the competent minister:
(i)minutes of a board of directors and other documents proving that the necessary procedures have been taken;
(ii)a document stating the method of increasing the amount of stated capital; and
(iii)a balance sheet with an estimate of the increase in the amount of stated capital.
(Application for Authorization Related to Resolution on Dissolution of an Incorporated Commodity Exchange)
Article 35When an incorporated commodity exchange seeks to obtain authorization for the resolution of a shareholders meeting for dissolution or merger pursuant to the provisions of Article 96, paragraph (1) of the Act, it must attach the following documents to the written application for authorization and submit them to the competent minister:
(i)a document stating the reasons for the dissolution or merger;
(ii)minutes of a shareholders meeting and other documents proving that the necessary procedures have been taken;
(iii)financial statements, etc. and their annexed detailed statements for the immediately preceding business year.
(Exemption of Notification of Dissolution)
Article 36The cases specified by order of the competent ministry as referred to in the proviso to Article 96, paragraph (2) of the Act are cases in which the merger referred to in Article 145, paragraph (1) of the Act is to be implemented.
(Handling Cases of Emergency)
Article 36-2The self-regulation related services specified by order of the competent ministry as referred to in the paragraphs of Article 96-7 of the Act are dispositions against members, etc.
(Information on which Consent of the Self-Regulating Committee is Required to be Obtained)
Article 36-3(1)What are specified by order of the competent ministry as referred to in Article 96-9 of the Act are the criteria for granting qualification of trading participants.
(2)When a specified incorporated commodity exchange (meaning a specified incorporated commodity exchange prescribed in Article 96-2, paragraph (2) of the Act), seeks to establish criteria for granting qualification of trading participants, it is to obtain the consent of the self-regulating committee.
(Minutes of Self-Regulating Committee Meetings)
Article 36-4The minutes referred to in Article 96-13, paragraph (3) of the Act must include the following information:
(i)the date and time on which and the place where the self-regulating committee meeting was held (including the method of attendance in the case that self-regulating committee members who were not present at the place attended the self-regulating committee meeting);
(ii)the outline and results of the proceedings of the self-regulating committee meeting;
(iii)when there is a self-regulating committee member who has a special interest in a matter that requires a resolution, the name of that person;
(iv)when an executive officer, company director, accounting advisor, or accounting auditor attends a self-regulating committee meeting, the name of that person;
(v)when there is a chairperson of the self-regulating committee meeting, the chairperson's name;
(vi)the name of the self-regulating committee member that performed the work of preparing the minutes.
(Application, Mutatis Mutandis of Provisions on Electronic Signatures Related to Minutes of Self-Regulating Committee Meetings)
Article 36-5The provisions of Article 2 apply mutatis mutandis to measures in lieu of signing or affixing names and seals under the provisions of Article 96-13, paragraph (5) of the Act.
(Matters to be Decided for the Execution of the Duties of the Self-Regulating Committee)
Article 36-6The matters specified by order of the competent ministry as referred to in Article 96-17 are the following matters:
(i)matters concerning company directors and employees required to assist with the duties of the self-regulating committee;
(ii)matters concerning company directors, executive officers, and employees who execute the operation of self-regulation related services;
(iii)matters concerning the system for the company directors, executive officers, and employees referred to in the preceding item to report to the self-regulating committee matters concerning execution of the operation of self-regulation related services and matters concerning other reports to the self-regulating committee; and
(iv)other systems for ensuring that decisions on matters concerning the self-regulating committee's operation of self-regulation related services are made effectively.
(Applications for Authorization for Major Shareholders of Incorporated Commodity Exchanges)
Article 36-7(1)A person seeking to obtain authorization under Article 96-19, paragraph (1) of the Act must submit a written application for authorization stating the following information to the competent minister:
(i)trade name or name and location of the head office or principal office (in cases of a local government, its office) or its address or residence;
(ii)in cases of a local government, the name of the head of the local government;
(iii)in cases of a corporation (excluding local governments) the name of its representative;
(iv)the number and percentage of subject voting rights of the incorporated commodity exchange related to the authorization held by the applicant for authorization and the number and percentage of subject voting rights of the incorporated commodity exchange sought to be acquired or held by the applicant for authorization after obtaining the authorization;
(v)reason for acquiring or seeking to hold subject voting rights of the incorporated commodity exchange related to the authorization;
(2)The following documents (in cases of documents certified by a public agency, limited to those prepared within three months prior to the date of filing the application for authorization) must be attached to the written application for authorization referred to in the preceding paragraph:
(i)the documents specified in the following sub-items (a) through (c) in accordance with the category of cases set forth in the sub-items (a) through (c) (when some of the documents are not available because the applicant is a foreign corporation or for other reasons, documents equivalent to those documents);
(a)when the applicant for authorization is a local government: documents disclosing the recent status of property and income and expenditure of the applicant for authorization;
(b)when the applicant for authorization is a corporation (excluding a local government; the same applies in (c)): the following documents concerning the applicant for authorization:
1.articles of incorporation;
2.certificate of registered information;
3.for officers (excluding an accounting advisor), a copy of the residence certificate, etc. and a curriculum vitae, a certification issued by a public agency that the person does not fall under the provisions of Article 96-20, paragraph (2), item (i), (b) of the Act (limited to the part related to Article 15, paragraph (2), item (i), (b) of the Act) (excluding the case in which the person is a foreign national), and a document pledging that the person does not fall under any of the provisions of Article 96-20, paragraph (2), item (ii), (a) or (b) of the Act (limited to the part related to Article 15, paragraph (2), item (i), (b) of the Act), or (c) of that item (if the person is a foreign national, Article 96-20, paragraph (2), item (i), sub-items (a) through (c) of the Act);
4.when the applicant for authorization is a company with accounting advisors, a copy of each accounting advisor's residence certificate, etc. (if the person is a corporation, its certificate of registered information) and curriculum vitae (if the person is a corporation, a document stating the history of the corporation), a certification issued by a public agency proving that the accounting advisor does not fall under the provisions of Article 96-20, paragraph (2), item (i), (b) of the Act (limited to the part related to Article 15, paragraph (2), item (i), (b) of the Act) (excluding the case in which the person is a foreign national), and a document pledging that the accounting advisor does not fall under any of the provisions of Article 96-20, paragraph (2), item (ii), (a) or (b) of the Act (excluding the part related to Article 15, paragraph (2), item (i), (b) of the Act), or (c) of that item (if the person is a corporation, Article 96-20, paragraph (2), item (i), (b) of the Act (excluding the part related to Article 15, paragraph (2), item (i), (b) and (j) of the Act), or (d) of that item; if the person is a foreign national, Article 96-20, paragraph (2), item (i), sub-items (a) through (c) of the Act);
5.when there is a person who holds more than 5 percent of the voting rights (meaning the voting rights prescribed in Article 9, paragraph (1), item (iii) of the Order; hereinafter the same applies in this 5) of all shareholders, etc. of the applicant for authorization (meaning all shareholders, etc. prescribed in Article 9, paragraph (1), item (iii) of the Order; excluding Article 82, paragraph (1), item (iii) and paragraph (2), item (xiii), (b); the same applies hereinafter), a document stating that person's name, address or residence, nationality and occupation (if the person is a corporation or other organization, its trade name or name, location of its head office or principal office and the content of the business it is conducting) as well as the number of voting rights held;
6.when the application for authorization requires a resolution of a shareholders meeting or the board of company directors meeting (including an equivalent body; hereinafter the same applies in this 6), the minutes of a shareholders meeting or of the board of directors meeting related to the matter, and other documents proving that the necessary procedures have been taken;
7.a document stating the content of business;
8.documents disclosing the recent status of business, property and income and expenditure of the applicant for authorization, such as the balance sheet, profit and loss statement, and statement of changes in net assets for the immediately preceding business year;
9.when the applicant for authorization is a foreign commodity market establisher (meaning a foreign commodity market establisher prescribed in Article 11, item (ii) of the Order; the same applies hereinafter), a document proving that the establisher has obtained the same type of permission as the permission under Article 9 or Article 78 of the Act, or authorization similar to the permission, or other administrative dispositions in the country where the applicant's head office or principal office is located;
10.when the applicant for authorization is a foreign commodity market establisher holding company (meaning a foreign commodity market establisher holding company prescribed in Article 11, item (iii) of the Order; hereinafter the same applies in this 10 and 13), a document proving that the authority responsible for enforcement of the laws and regulations of the country where the head office or principal office of the applicant for authorization is located which correspond to the Act (including orders based on the Act) has granted the same type of authorization as the authorization under Article 96, paragraph (25), item (i) of the Act or has granted permission similar to the authorization, or taken other acts concerning the fact that the applicant for authorization is a foreign commodity market establisher holding company;
11.when the applicant for authorization is a foreign financial instruments exchange market establisher (meaning a foreign financial instruments exchange market establisher prescribed in Article 60-2, paragraph (1), item (vi) of the Financial Instruments and Exchange Act; the same applies hereinafter), a document proving that the applicant for authorization has obtained the same type of license as the license under Article 80, paragraph (1) of the Financial Instruments and Exchange Act or permission similar to the license, or other administrative dispositions in the country where its head office or principal office is located;
12.when the applicant for authorization is a foreign financial instruments exchange market establisher holding company (meaning a foreign financial instruments exchange market establisher holding company prescribed in Article 11, item (v) of the Order; hereinafter the same applies in this 12 and 13), a document proving that the authority responsible for enforcement of the laws and regulations of the country where the head office or principal office of the applicant for authorization is located which correspond to the Financial Instruments and Exchange Act (including orders based on that Act) has granted the same type of authorization as the authorization under Article 106-10, paragraph (1) of the Financial Instruments and Exchange Act or has granted permission similar to the authorization, or taken other acts concerning the fact that the applicant for authorization is a foreign financial instruments exchange market establisher holding company;
13.when the applicant for authorization is a foreign commodity market establisher, a foreign commodity market establisher holding company, a foreign financial instruments exchange market establisher, or a foreign financial instruments exchange market establisher holding company, documents that disclosing that the incorporated commodity exchange of which these persons, with the authorization under Article 96-19, paragraph (1), seeks to obtain or hold subject voting rights of a number greater than the holding ratio threshold (meaning the holding ratio threshold prescribed in the main clause of Article 86, paragraph (1) of the Act; the same applies in item (iii)) of the voting rights (meaning the voting rights prescribed in the main clause of Article 86, paragraph (1) of the Act; the same applies in item (iii)) of all shareholders, but less than 50 percent is a subsidiary company (meaning a subsidiary company prescribed in Article 3-2, paragraph (3) of the Act) of a commodity exchange, etc. (meaning a commodity exchange, commodity exchange holding company, financial instrument exchange, or financial instrument exchange holding company prescribed in the proviso to Article 86, paragraph (1) of the Act);
(c)when the applicant for authorization is other than a local government or a corporation: the following documents concerning the applicant for authorization:
1.a document stating their occupation;
2.a copy of the residence certificate, etc.;
3.a certification issued by a public agency proving that the applicant for authorization does not fall under the provisions of Article 96-20, paragraph (2), item (i), (b) of the Act (limited to the part related to Article 15, paragraph (2), item (i), (b) of the Act) (excluding the case in which the person is a foreign national), and a document pledging that the applicant does not fall under any of the provisions of Article 96-20, paragraph (2), item (i), (a) or (b) of the Act (limited to the part related to Article 15, paragraph (2), item (i), (b) of the Act), or (c) of that item (if the person is a foreign national, Article 96-20, paragraph (2), item (i), sub-items (a) through (c) of the Act);
(ii)a document stating the system concerning holding of subject voting rights of the incorporated commodity exchange related to the authorization;
(iii)a document stating any planned relationship between the applicant for authorization and the incorporated commodity exchange related to the authorization in terms of personnel affairs, funds, technology, transactions or other matters after the authorization and the policy related to the relationship (including a system to ensure the sound and appropriate management of the business of the incorporated commodity exchange);
(iv)documents stating other information to be used as a reference for certifying whether the criteria set forth in Article 96-20, paragraph (1) of the Act have been met.
(Application, Mutatis Mutandis of the Provisions on Specified Holders)
Article 36-8The provisions of Article 31-2 apply mutatis mutandis to information specified by order of the competent ministry as prescribed in Article 96-19, paragraph (3) of the Act (including as applied mutatis mutandis pursuant to Article 96-25, paragraph (4) and Article 96-31, paragraph (4) of the Act.)
(Persons Specified by Order of the Competent Ministry as Referred to in Article 96-20, Paragraph (2), Item (i), (a) of the Act)
Article 36-8-2(1)The person specified by order of the competent ministry as referred to in Article 96-20, paragraph (2), item (i), (a) of the Act (including as applied mutatis mutandis pursuant to Article 96-32, paragraph (2) of the Act) is a person that is unable to adequately carry out the cognition, decision making, and communication necessary for properly exercising the right of shareholders due to mental impairment.
(2)When an application for the authorization under Article 96-19, paragraph (1) of the Act is filed, and the competent minister finds it necessary for examining whether the applicant for authorization falls under any of the provisions of Article 96-20, paragraph (2), item (i), (a) or (c) of the Act (excluding the part related to (b)), or (d) of that item (excluding the part related to (b)), the minister may request the applicant to submit a doctor's medical certificate stating the name of the illness of the person subject to the examination, whether the person has any mental impairment and the level of mental impairment, causes of the illness, catamnestic observation, prospects of recovery, and other remarks for reference.
(Documents Attached to a Writteen Application for Authorization Related to a Commodity Exchange Holding Company)
Article 36-9The documents specified by order of the competent ministry as referred to in Article 96-26, paragraph (2) of the Act are the documents specified in the following items in accordance with the category of cases set forth in each item (in cases of documents certified by a public agency, limited to those prepared within three months prior to the date of filing the application for authorization):
(i)in the case that the applicant for authorization, by obtaining the authorization under the main clause of Article 96-25, paragraph (1) of the Act, seeks to make an incorporated commodity exchange its subsidiary company (meaning a subsidiary company prescribed in Article 3-2, paragraph (3) of the Act; hereinafter the same applies in this Article) or the case that the applicant for authorization seeks to obtain the authorization under the proviso to Article 96-25, paragraph (3) concerning the fact that it is a company that has an incorporated commodity exchange as its subsidiary company: the following documents;
(a)a document stating the reason it has an incorporated commodity exchange as its subsidiary company;
(b)the following documents concerning the applicant for authorization:
1.certificate of registered information;
2.a copy of the residence certificate, etc. and a curriculum vitae of the company director and the company auditor, a certification issued by a public agency proving that these persons do not fall under the provisions of Article 15, paragraph (2), item (i), (b) of the Act (excluding the case in which these persons are foreign nationals), and a document pledging that these persons do not fall under any of the provisions of sub-item (a) and sub-items (c) through (k) of that item (if these persons are foreign nationals, sub-items (a) through (k) of that item);
3.when the applicant for authorization is a company with accounting advisors, a copy of each accounting advisor's residence certificate, etc. (if the person is a corporation, its certificate of registered information) and curriculum vitae (if the person is a corporation, a document stating the history of the corporation), a certification issued by a public agency proving that the accounting advisor does not fall under the provisions of Article 15, paragraph (2), item (i), (b) of the Act (excluding the case in which the person is a foreign national), and a document pledging that the accounting advisor does not fall under any of the provisions of sub-item (a) and sub-items (c) through (k) of that item (if the person is a corporation, sub-items (c) through (i) and sub-item (l) of that item; if the person is a foreign national, sub-items (a) through (k) of that item);
4.when there is a person who holds voting rights exceeding 5 percent of the voting rights of all shareholders of the applicant for authorization (meaning voting rights prescribed in the main clause of Article 86, paragraph (1); hereinafter the same applies in this 4 and (b), 3 of the following item), documents stating the person's name, address or residence, nationality and occupation (when the person is a corporation or other organization, its trade name or name, the location of its head office or principal office and the content of the business it is conducting), and the number of voting rights the person holds;
5.minutes of a shareholders meeting or a board of directors meeting and other documents proving that necessary procedures have been taken;
6.documents stating the content of its business;
7.documents disclosing the recent status of business, property and income and expenditure of the applicant for authorization, such as the balance sheet, profit and loss statement, and statement of changes in net assets for the immediately preceding business year;
8.a document stating the system related to the business management of the incorporated commodity exchange which the applicant for authorization seeks to make its subsidiary company by obtaining the authorization under the main clause of Article 96-25, paragraph (1) or the proviso to paragraph (3) of the Act;
9.a document stating the status of securing employees who have the knowledge and experience on the business of an incorporated commodity exchange;
(c)the following documents concerning an incorporated commodity exchange which the applicant for authorization seeks to make its subsidiary company by obtaining the authorization under the main clause of Article 96-25, paragraph (1) or the proviso to paragraph (3) of the Act;
1.a document stating its trade name and the location of its head office;
2.a document stating the titles and names of its company directors and company auditors;
3.when the incorporated commodity exchange is a company with accounting advisors, a document stating the names of the accounting advisors;
4.documents disclosing the recent status of business, property and income and expenditure of the incorporated commodity exchange, such as the balance sheet, profit and loss statement, and statement of changes in net assets for the immediately preceding business year;
(d)a document stating a forecast of income and expenditures for the applicant for authorization and the incorporated commodity exchange that is its subsidiary company for the three business years after obtaining the authorization under the main clause of Article 96-25, paragraph (1) or the proviso to paragraph (3) of the Act;
(e)documents stating other information to be used as a reference for certifying whether the criteria set forth in Article 96-27, paragraph (1) of the Act have been met;
(ii)in cases where the applicant for authorization seeks to establish a company that has an incorporated commodity exchange as its subsidiary company by obtaining the authorization under the main clause of Article 96-25, paragraph (1): the following documents
(a)a document stating the reason for establishing a company that has an incorporated commodity exchange as its subsidiary company;
(b)the following documents concerning the company to be established by obtaining the authorization (hereinafter referred to as the "established company" in this item):
1.a copy of the residence certificate, etc. and curriculum vitae of the company director and company auditor, and a certification issued by a public agency proving that these persons do not fall under the provisions of Article 15, paragraph (2), item (i), (b) of the Act (excluding the case in which the persons are foreign nationals), and a document pledging that these persons do not fall under any of the provisions of sub-item (a) and sub-items (c) through (k) of that item (if these persons are foreign nationals, sub-items (a) through (k) of that item);
2.when the established company is a company with accounting advisors, a copy, of each accounting advisor's residence certificate, etc. (if the person is a corporation, its certificate of registered information) and curriculum vitae (if the person is a corporation, a document stating the history of the corporation), a certification issued by a public agency proving that the accounting advisor does not fall under the provisions of Article 15, paragraph (2), item (i), (b) of the Act (excluding the case in which the person is a foreign national), and a document pledging that the accounting advisor does not fall under any of the provisions of sub-item (a) and sub-items (c) through (k) of that item (if the person is a corporation, sub-items (c) through (i) and sub-item (l) of that item; if the person is a foreign national, sub-items (a) through (k) of that item);
3.when there is a person who seeks to hold voting rights that exceed 5 percent of the voting rights of all shareholders of the established company, documents stating the person's name, address or residence, nationality and occupation (when the person is a corporation or other organization, its trade name or name, the location of its head office or principal office, and the content of the business it is conducting), and the number of voting rights sought to be held;
4.in the case that the establishment requires a resolution of an organizational meeting, the minutes of the organizational meeting concerning the establishment (in cases of establishment through share transfer, merger or split, the minutes of a shareholders meeting concerning the establishment) and other documents proving that necessary procedures have been taken;
5.a document stating the content of the business;
6.documents disclosing the amount of stated capital and the status of other property after the establishment;
7.a document stating the system related to business management of the incorporated commodity exchange which the applicant for authorization seeks to make its subsidiary company by obtaining the authorization under the main clause of Article 96-25, paragraph (1) of the Act;
8.a document stating the status of securing employees that have knowledge and experience on the business of an incorporated commodity exchange;
(c)the following documents concerning the incorporated commodity exchange the established company seeks to make its subsidiary company:
1.a document stating its trade name and the location of its head office;
2.a document stating the titles and names of its company directors and company auditors;
3.when the incorporated commodity exchange is a company with accounting advisors, a document stating the names of the accounting advisors;
4.documents disclosing the recent status of business, property, and income and expenditure of the incorporated commodity exchange, such as the balance sheet, profit and loss statement, and statement of changes in net assets for the immediately preceding business year;
(d)a document stating a forecast of income and expenditures for the established company and the incorporated commodity exchange that is its subsidiary company for three business years after the establishment; and
(e)documents stating other information to be used as a reference for certifying whether the criteria set forth in Article 96-27, paragraph (1) of the Act have been met.
(Submission of a Doctor's Medical Certificate)
Article 36-9-2In cases where an application for the authorization under Article 96-25, paragraph (1) of the Act is filed, and when the competent minister finds it necessary for examining whether officers of the applicant for authorization, etc. (meaning the applicant for authorization, etc. referred to in Article 96-27, paragraph (1), item (i) of the Act) include any person who falls under Article 15, paragraph (2), item (i), sub-item (a) or (k) of the Act (limited to the part related to sub-items (a) and (l)), the minister may request the applicant to submit a doctor's medical certificate stating the name of the illness of the person subject to the examination, whether the person has any mental impairment and the level of mental impairment, causes of the illness, catamnestic observation, prospects of recovery, and other remarks for reference.
(Exemption of Restriction on Acquisition)
Article 36-10The cases specified by order of the competent ministry as referred to in Article 96-28, paragraph (2) and Article 96-31, paragraph (2) are the following cases:
(i)cases in which the number of subject voting rights of the commodity exchange holding company held does not increase;
(ii)cases in which the subject voting rights of the commodity exchange holding company are acquired or held as a result of the exercise of a security interest, or acceptance of substitute performance;
(iii)cases in which a financial instruments business operator acquires or holds the subject voting rights of the commodity exchange holding company for the purpose of business (excluding cases of acquiring or holding the rights through the acts set forth in Article 2, paragraph (8), item (i) of the Financial Instruments and Exchange Act);
(iv)cases in which a securities finance company acquires or holds the subject voting rights of a commodity exchange holding company as the business prescribed in Article 156-24, paragraph (1) of the Financial Instruments and Exchange Act;
(Facts Presumed to Have a Material Influence on the Determination of Fiscal and Operational Policies of a Commodity Exchange Holding Company);
Article 36-11The provisions of Article 29-2 apply mutatis mutandis to the facts specified in order of the competent ministry as referred to in the main clause of Article 96-28, paragraph (1) of the Act; the provisions of Article 31-2 apply mutatis mutandis to the matters specified in order of the competent ministry as referred to in Article 96-28, paragraph (3) of the Act; the provisions of Article 31-3 apply mutatis mutandis to submission of the notification of holding subject voting rights pursuant to the provisions of Article 96-29 of the Act; the provisions of Article 36-7 (excluding paragraph (2), item (i), (b), 10 and 12 of that Article) apply mutatis mutandis to the authorization under Article 96-31, paragraph (1) of the Act. In these cases, the phrase "the main clause of Article 86, paragraph (1) of the Act" in Article 29-2, item (i) is deemed to be replaced with "the main clause of Article 96-28, paragraph (1)", the term "incorporated commodity exchange" in that Article is deemed to be replaced with "commodity exchange holding company", and the phrase "a foreign commodity market establisher, a foreign commodity market establisher holding company, a foreign financial instruments exchange market establisher, or a foreign financial instruments exchange market establisher holding company" in Article 36-7, paragraph (2), item (i), (b), 13 is deemed to be replaced with "a foreign commodity market establisher or a foreign financial instruments exchange market establisher".
(Application for Authorization of a Subsidiary Company of a Commodity Exchange Holding Company)
Article 36-12When seeking to obtain authorization pursuant to the provisions of the proviso to Article 96-37, paragraph (1) of the Act, a commodity exchange holding company must submit a written application for authorization with the following documents attached to the competent minister:
(i)a document stating the reason for making the company related to the authorization its subsidiary company (meaning a subsidiary company prescribed in Article 3-2, paragraph (3) of the Act; hereinafter the same applies in this Article);
(ii)the following documents concerning the company that is to become its subsidiary company related to the authorization:
(a)a document stating its trade name and the location of its head office;
(b)a document stating the content of its business;
(c)a document stating the names and titles of its company directors and company auditors;
(d)when the company is a company with accounting advisors, a document stating the names of the accounting advisors;
(e)the articles of incorporation;
(f)its certificate of registered information;
(g)documents disclosing its recent status of business, property, and profit and loss, such as the balance sheet, profit and loss statement, and statement of changes in net assets for the immediately preceding business year;
(iii)the following documents concerning the commodity exchange holding company and its subsidiary company:
(a)the balance sheet, profit and loss statement, and statement of changes in net assets for the immediately preceding business year that state the status of business and property for the commodity exchange holding company and its subsidiary company in a consolidated manner and other documents disclosing the recent status of business, property, and profit and loss of those companies;
(b)a document stating a forecast of income and expenditures for the commodity exchange holding company and its subsidiary company (including the company that will become the subsidiary company related to the authorization; the same applies in (c)) for three business years after the authorization;
(c)a document stating the system related to the business management of the subsidiary company the commodity exchange holding company is to conduct;
(iv)documents stating other matters to be used as a reference.
(Basis for Calculating the Minimum Amount of Net Assets of Members)
Article 37When a commodity exchange determines the minimum amount of the net assets of members who conduct transactions in the commodity market pursuant to the provisions of Article 99, paragraph (1) of the Act, it must take into account the type of transaction, the unit of transaction, the volume of transaction, and other trading circumstances in the commodity market and the securing of the fair and smooth performance of transactions in the commodity market.
(Basis for Calculating Net Assets)
Article 38(1)When calculating the net assets pursuant to the provisions of Article 99, paragraph (7) of the Act (including as applied mutatis mutandis pursuant to Article 175, paragraph (3), Article 192, paragraph (3), Article 211, paragraph (4), Article 232, paragraph (4), and Article 279, paragraph (3) of the Act), the total amount required to be recorded in the liabilities section of a balance sheet (in cases where the provisions of Article 99, paragraph (7) of the Act are applied mutatis mutandis pursuant to Article 211, paragraph (4) of the Act, excluding the total amount of the liabilities set forth in items (vii) through (x), and in other cases, excluding the total amount of the liabilities set forth in items (vii) item (viii)) is to be deducted from the total amount required to be recorded in the assets section (in cases where the provisions of Article 99, paragraph (7) of the Act are applied mutatis mutandis pursuant to Article 211, paragraph (4) of the Act, excluding the total amount of the assets set forth in items (i) through (vi)):
(i)the following current assets:
(a)in cases where accounts receivable from a consignor, etc. (excluding receivables for which the term is less than 2 weeks) exceeds the total amount of cash, securities, or other goods received in deposit from the consignor, etc. and cash belonging to the account of the consignor, etc. (excluding cash equivalent to profit for transactions on the account of the consignor, etc. the settlement of which has not been completed) for commodity derivatives transactions, the amount of the excess;
(b)short-term loans to affiliated companies (excluding consolidated companies) (excluding loans of call money to financial institutions (banks, cooperative structured financial institutions (meaning cooperative structured financial institutions as defined in Article 2, paragraph (1) of the Act on Preferred Equity Investment by Cooperative Structured Financial Institution (Act No. 44 of 1993), or financial institutions set forth in the items of Article 1-9 of the Order for Enforcement of the Financial Instruments and Exchange Act; hereinafter the same applies in this (b)), trust companies, or financial instruments business operators) and loans related to purchases of bills of exchange issued by financial institutions or financial instruments business operators in Japan);
(c)advance payments;
(d)prepaid expenses;
(ii)general loan-loss reserves;
(iii)the following fixed assets:
(a)intangible fixed assets;
(b)long-term accounts receivable;
(c)long-term loans;
(d)long-term prepaid expenses;
(e)deferred tax assets;
(iv)deferred assets;
(v)among the securities held (including securities held as trust property), the following securities (excluding securities listed on financial instruments exchanges or listed by foreign financial instruments exchange market establishers, and securities and Japanese government bonds registered in the register of over-the-counter traded securities referred to in Article 67-11, paragraph (1) of the Financial Instruments and Exchange Act (including similar registers kept in foreign countries):
(a)securities issued by affiliated companies (excluding those related to short-term corporate bonds prescribed in Article 66, item (i) of the Act on Book-Entry Transfer of Corporate Bonds and Shares (Act No. 75 of 2001), short-term bonds prescribed in Article 61-10, paragraph (1) of the Insurance Business Act, and specified short-term bonds prescribed in Article 2, paragraph (8) of the Asset Securitization Act, as well as commercial paper (securities set forth in Article 2, paragraph (1), item (xv) of the Financial Instruments and Exchange Act and securities set forth in item (xvii) of that paragraph having the same character as the securities set forth in item (xv) of that paragraph; the same applies in (b)), securities obtained through assumption with a holding period not exceeding 6 months, and those clearly not deliberately held for the purpose of providing funds to affiliated companies, notwithstanding the status of purchase or sale);
(b)commercial paper or corporate bonds issued by another company or third parties (limited to cases in which a commodity derivatives business operator has accepted a capital procurement means from the other company, and the commodity derivatives business operator deliberately holds the commercial paper or corporate bonds);
(c)securities or corporate bond certificates with share options set forth in Article 2, paragraph (1), items (vi) through (viii) of the Financial Instruments and Exchange Act, or securities set forth in item (xvii) of that paragraph having the same character as those securities (excluding securities listed on financial instruments exchanges or by foreign financial instruments exchange market establishers, securities and Japanese government bonds registered in the register of over-the-counter traded securities referred to in Article 67-11, paragraph (1) of the Financial Instruments and Exchange Act (including similar registers kept in foreign countries), and securities obtained through assumption with a holding period not exceeding 6 months).
(vi)assets supplied as collateral for a third party (excluding those set forth in the preceding items);
(vii)liability reserves for commodity trading;
(viii)in cases where there are allowances or reserves which are characterized as retained earnings among allowances or reserves obligated by the provisions of laws or regulations to be recorded in the liabilities section in relation to other businesses being operated, the allowances or reserves;
(ix)short-term subordinated debts (including those equivalent to the total amount of an amount exceeding an amount equivalent to 50 percent of the total of, among the long-term subordinated debts (limited to those having all of the characteristics set forth in the items of paragraph (5)), capital, deposits for subscription for new shares, capital surplus, retained earnings (excluding the amount of scheduled disbursement (meaning planned amount of dividends and officer bonuses)), other securities variation difference (meaning the valuation difference in cases where the valuation difference of other securities recorded in the net assets section of the balance sheet is negative (meaning other securities prescribed in Article 8, paragraph (22) of the Rules for Financial Statements; the same applies in the following paragraph)) and its own shares, and the cumulative amount of the depreciated items prescribed in the following item);
(x)long-term subordinated debts (for those with a remaining period of no more than 5 years, limited to debts for which an amount equivalent to 20 percent of the amount at the time the remaining period became 5 years is cumulatively depreciated every year).
(2)In the case referred to in the preceding paragraph (limited to cases in which the provisions of Article 99, paragraph (7) of the Act are applied mutatis mutandis pursuant to Article 211, paragraph (4) of the Act), the total amount of the amounts set forth in item (ii) and items (vii) through (x) of the preceding paragraph (for debts set forth in item (ix) of the same paragraph, up to a limit of an amount equivalent to 200 percent of an amount obtained by deducting the amount of deducted assets (meaning the total amount of the amounts set forth in item (i) and items (iii) through (vi) of that paragraph) from the amount of basic items, and for debts set forth in item (x) of that paragraph, up to an amount equivalent to 50 percent of the amount of the basic items), other securities valuation difference (meaning the valuation difference in the case where the other securities valuation difference recorded in the net assets section of the balance sheet is a positive number), and the amount of those recorded in the net assets section of the balance sheet other than other basic items (referred to as " amount of supplemental items" in Article 100-2, paragraph (2)) may not exceed the amount of the basic items.
(3)The amount of the assets and liabilities referred to in paragraph (1) must be based on the value assessed according to generally accepted corporate accounting standards on the day when the amount of the net assets is calculated.
(4)The short-term subordinated debts prescribed in paragraph (1), item (ix) are subordinated borrowings (meaning debts incurred by loan agreements with a special clause of subordinated contents for the payment of the interest and principal; the same applies hereinafter) or subordinated bonds (meaning bonds with a special clause of subordinated contents for the payment of the interest and principal; the same applies hereinafter) which have all the following characteristics:
(i)collateral is not offered;
(ii)the loan period or redemption period at the time of concluding the contract or issuing the debt is between two years or longer and five years or shorter;
(iii)in cases where there is a special clause for payment before maturity or redemption before maturity (hereinafter referred to as the "payment before maturity, etc." in this Article), the payment before maturity, etc. may be made only when the payment before maturity, etc. is at the discretion of a commodity derivatives business operator who is a debtor, and the commodity derivatives business operator has obtained approval to make the payment before maturity, etc. from the competent minister; and
(iv)there is a special clause to the effect that the payment of the interest and principal is not to be made in cases where a commodity derivatives business operator violates the provisions of Article 211, paragraph (2) of the Act by paying the interest and principal.
(5)The long-term subordinated debts prescribed in paragraph (1), items (ix) and (x) are subordinated borrowings or subordinated bonds which have all the following characteristics:
(i)collateral is not offered;
(ii)the loan period or redemption period at the time of concluding the contract or issuing the debt is longer than five years;
(iii)in cases where there is a special clause for payment before maturity, etc., the payment before maturity, etc. may be made only at the discretion of a commodity derivatives business operator who is a debtor, and the commodity derivatives business operator has obtained approval to make the payment before maturity, etc. from the competent minister;
(iv)there is a special clause to the effect that the payment of the interest is not to be made in cases where a commodity derivatives business operator violates the provisions of Article 211, paragraph (2) of the Act by paying the interest.
(6)With regard to short-term subordinated debts prescribed in paragraph (4) or long-term subordinated debts prescribed in the preceding paragraph, in the cases set forth in the following items, the amount specified in each item must be deducted from the amount of the short-term subordinated debts or the long-term subordinated debts:
(i)in cases where subordinated borrowings have been borrowed from subsidiary companies (meaning subsidiary companies prescribed in Article 8, paragraph (3) of the Rules for Financial Statements) (excluding special purpose companies presumed not to fall under subsidiary companies pursuant to the provisions of paragraph (7) of that Article) or affiliated companies: the amount of the subordinated borrowings;
(ii)in cases where the holder of subordinated bonds (including a person holding subordinated bonds by means of trust property; the same applies in the following item) is the relevant person, subsidiary companies, or affiliated companies: the amount of the subordinated bonds;
(iii)in cases where funds are deliberately provided to a lender of subordinated borrowings or a holder of subordinated bonds: the amount of the funds (in cases where the amount of the funds exceeds the sum of subordinated borrowings and subordinated bonds, the sum).
(7)A commodity derivatives business operator that seeks to obtain the approval referred to in paragraph (4), item (iii) or paragraph (5), item (iii) must submit a written application for approval stating the following information to the competent minister with a copy of a contract or a document equivalent to the contract attached:
(i)their trade name;
(ii)the date of receiving the license or the date of the renewal of the license;
(iii)the amount of the payment before maturity, etc. (in cases where the amount is denominated in a foreign currency, the amount of the payment before maturity, etc. and the amount converted into yen);
(iv)the amount of the current short-term subordinated debts or long-term subordinated debts and that of the short-term subordinated debts or long-term subordinated debts after making the payment before maturity, etc. (in cases where the amount is denominated in a foreign currency, the amount of the short-term subordinated debts or long-term subordinated debts and the amount converted into yen);
(v)the reasons for making the payment before maturity, etc.;
(vi)the scheduled date of the payment before maturity, etc.;
(vii)the method of financing and other concrete measures for maintaining the sufficient net assets regulation ratio (meaning the net assets regulation ratio prescribed in Article 211, paragraph (1) of the Act; the same applies hereinafter); and
(viii)the estimated net assets regulation ratio after making the payment before maturity, etc.
(8)When seeking to grant the approval under paragraph (4), item (iii) or paragraph (5), item (iii), the competent minister must confirm in advance that the short-term subordinated debts or long-term subordinated debts have not improved the net assets regulation ratio temporarily and deliberately, and examine whether the short-term subordinated debts or the long-term subordinated debts meet any of the following criteria:
(i)it is expected that the commodity derivatives business operator is able to maintain a sufficient net assets regulation ratio after making the payment before maturity, etc.;
(ii)funds larger than the amount of the payment before maturity, etc. are to be raised.
(9)Among the advance payments set forth in paragraph (1), item (i), (c), the amount of advance payments of consumption tax related to purchases the amount of which is less than the amount of consumption tax related to sales recorded as other payables may be deducted from the amount of the advance payment.
(10)The amounts prescribed in the following items may be deducted from that amount:
(i)short-term loans prescribed in paragraph (1), item (i), (b): collateral money deposited by the recipient of the short-term loan and other asset appraisal values;
(ii)securities issued by an affiliated company prescribed in paragraph (1), item (v), (a): collateral money assigned as collateral for the securities and other asset appraisal values;
(iii)assets provided as collateral for third parties prescribed in paragraph (1), item (vi): collateral money deposited by the third party and other asset appraisal values.
(11)The term "related company" as used in paragraph (1), item (i), (b) and item (v), (a) means the following entities:
(i)the parent company of a commodity derivatives business operator;
(ii)a subsidiary company of a commodity derivatives business operator;
(iii)an affiliated company of a commodity derivatives business operator;
(iv)a subsidiary company of the parent company of a commodity derivatives business operator (meaning an entity considered to be a subsidiary company of the parent company pursuant to the provisions of Article 8, paragraphs (3) and (7) of the Rules for Financial Statements (excluding the commodity derivatives business operator and the entities set forth in the preceding three items));
(v)an affiliated company of the parent company of a commodity derivatives business operator (meaning an entity considered to be a subsidiary company of the parent company pursuant to provisions of Article 8, paragraph (5) of the Rules for Financial Statements (excluding the entities set forth in item (iii))).
(12)The term "consolidated company" as used in paragraph (1), item (i), (b) and item (v), (a) means the following entities:
(i)a consolidated subsidiary company of the commodity derivatives business operator (limited to consolidated subsidiary company (meaning a consolidated subsidiary company prescribed in Article 2, item (iv) of the Rules Relating to Terminology, Forms, and Preparation Methods for Consolidated Financial Statements (Order No. 28 of the Ministry of Finance of 1976) or an equivalent entity in foreign countries; the same applies in the following item) of companies filing consolidated financial statements (meaning a company filing consolidated financial statements prescribed in item (i) of that Article or equivalent entities in foreign countries; the same applies in the following item));
(ii)a company filing consolidated financial statements that has a commodity derivatives business operator as a consolidated subsidiary company and its consolidated subsidiary company (excluding the commodity derivatives business operator and the entities set forth in the preceding item).
(13)Beyond what is provided for in the preceding paragraphs, necessary matters for calculating the net asset amounts are specified by the competent minister.
(Allocation Price of Securities and Warehouse Receipts)
Article 39(1)The allocation price of the securities and warehouse receipts referred to in Article 101, paragraph (3) or Article 103, paragraph (5) of the Act (including as applied mutatis mutandis pursuant to Article 179, paragraph (6) of the Act) must not exceed the amount prescribed in the following items in accordance with the category set forth in each of those items:
(i)national government bond certificates, local government bond certificates, bond certificates issued by a corporation pursuant to special laws, investment securities issued by the Bank of Japan, corporate bond certificates, or beneficiary certificates: the maximum limit a commodity exchange specifies in its rules (in cases where Article 103, paragraph (5) of the Act is applied mutatis mutandis pursuant to Article 179, paragraph (6) of the Act, a commodity clearing organization; hereinafter, the same applies in this paragraph) within the limit of 99 percent of the market value;
(ii)share certificates: the maximum limit a commodity exchange specifies in its rules within 70 percent of the market value;
(iii)warehouse receipts: the maximum limit a commodity exchange specifies in its rules within 70 percent of the market value of the listed commodities whose retention is proved by the warehouse receipts.
(2)After a commodity exchange (in cases where Article 103, paragraph (5) of the Act is applied mutatis mutandis pursuant to Article 179, paragraph (6) of the Act, a commodity clearing organization) has specified the maximum limit of the allocation price for national government bond certificates, local government bond certificates, bond certificates issued by a corporation pursuant to special laws, investment securities issued by the Bank of Japan, shares, corporate bond certificates, beneficiary certificates, or warehouse receipts, pursuant to the provisions of the preceding paragraph, if the market value becomes lower than the maximum limit, a commodity exchange (in cases where Article 103, paragraph (5) of the Act is applied mutatis mutandis pursuant to Article 179, paragraph (6) of the Act, a commodity clearing organization) must change the maximum limit pursuant to the provisions of the preceding paragraph without delay.
(Methods of Depositing Clearing Margins)
Article 40(1)When a commodity exchange receives the deposit of clearing margins from a broker (meaning a broker prescribed in Article 103, paragraph (1), item (ii) of the Act; hereinafter the same applies in this Article through Article 43), a consignor (meaning a consignor prescribed in that item; hereinafter the same applies in this Article through Article 43), or a person that entrusts brokerage (meaning a person that entrusts brokerage prescribed in item (iv) of that paragraph; hereinafter the same applies in this Article through Article 43), pursuant to the provisions of Article 103, paragraph (1) of the Act, the commodity exchange must receive the deposit of the clearing margins through an agent specified in the following items in accordance with the category of cases set forth in each of those items:
(i)in the case prescribed in Article 103, paragraph (1), item (ii) or (iii) of the Act: a member, etc. who has become entrusted with the transaction;
(ii)in the case prescribed in Article 103, paragraph (1), item (iv) of the Act: a broker related to the transaction and a member, etc. who has become entrusted with the transaction.
(2)When a commodity exchange receives the deposit of clearing margins from a member, etc. or a broker pursuant to the provisions of Article 103, paragraph (1) of the Act (excluding cases where a member, etc. conducts transactions in a commodity market on their own account), the commodity exchange must consider that the person specified in the following items in accordance with the category of cases set forth in each of those items has the right to claim the return for the clearing margin (limited to the scope of the amount of the consignor margin or brokerage margin which the person specified in the items has deposited):
(i)in cases where a member, etc. has received the deposit of consignor margins from a consignor and deposited the clearing margins with a commodity exchange: the consignor;
(ii)in cases where a member, etc. has received the deposit of consignor margin from a broker (limited to the person who has received the deposit of clearing margin from a person that entrust brokerage) or a person that entrusts brokerage and deposited a clearing margin with a commodity exchange: the person that entrusts brokerage;
(iii)in cases where a broker has received the deposit of a brokerage margin from a person that entrust brokerage and deposited a clearing margin with a commodity exchange: the person that entrusts brokerage.
(Consent of a Consignor Related to the Deposit of Consignor Margin)
Article 41(1)When a member, etc. has a consignor, a broker, or a person that entrusts brokerage (hereinafter referred to as a "consignor, etc." in this Article) deposit a consignor margin pursuant to the provisions of Article 103, paragraph (2) of the Act, the member, etc. must obtain a written consent from the consignor, etc. to the effect that the consignor margin will be deposited with them.
(2)When a member, etc. has a person that entrusts a brokerage deposit a consignor margin pursuant to the provisions of Article 103, paragraph (2) of the Act, the member, etc. must receive the deposit of the consignor margin through the broker, as an agent, who has accepted the brokerage of the consignment of transactions in a commodity market from the person that entrusts brokerage.
(3)A member, etc. may, in lieu of the written consent of a consignor, etc. pursuant to the provisions of paragraph (1), obtain the consent of the consignor, etc. by a means using an electronic data processing system or a means using other information communications technology which are set forth as follows (hereinafter referred to as an "electronic or magnetic means" in this Article) by obtaining an approval of the consignor, etc., pursuant to the provisions of paragraph (6). In such a case, the member, etc. is deemed to have obtained the written consent of the consignor, etc.:
(i)among the means of using an electronic data processing system, the means set forth in (a) or (b);
(a)a means of transmitting information through a telecommunications line that connects a computer used by a member, etc. and a computer used by a consignor, etc. and recording the information in a file on a computer used by the receiver;
(b)a means of providing information concerning the consent of the consignor, etc. recorded in a file on a computer used by a member, etc. for the inspection of consignors, etc. through a telecommunications line, and recording information concerning the consent of the consignor, etc. in a file on a computer used by the member, etc.;
(ii)a means of obtaining the information concerning the consent of a consignor, etc. recorded in a file prepared in the form of a magnetic disk or an equivalent means that can record certain information securely.
(4)The means set forth in the preceding items must be those that enable a consignor, etc. to prepare a document by outputting the record in a file.
(5)The term "electronic data processing system" as used in paragraph (3) means an electronic data processing system that connects a computer used by a member, etc. and a computer used by a consignor, etc. through a telecommunications line.
(6)When a member seeks to obtain consent from a consignor, etc. pursuant to the provisions of paragraph (3), the member must indicate to the consignor, etc. the type and content of the following electronic or magnetic means which they seek to use and obtain consent in writing or by an electronic or magnetic means, in advance:
(i)among the means set forth in each of the items of paragraph (3), the means a member, etc. is to use;
(ii)a means of recording the information in a file.
(7)A member, etc. who has obtained consent pursuant to the provisions of the preceding paragraph must not obtain the consent by an electronic or magnetic means when the consignor, etc. has stated in writing or by an electronic or magnetic means that they will not give consent by an electronic or magnetic means; provided, however, that this does not apply when the consignor, etc. has given their consent referred to in that paragraph at another time.
(Consent of Person that Entrusts Brokerage Concerning the Deposit of Brokerage Margin)
Article 42(1)When a broker has a person that entrusts brokerage deposit a brokerage margin pursuant to the provisions of Article 103, paragraph (3) of the Act, the broker must obtain written consent from the person that entrusts brokerage that the brokerage margin would be deposited with them.
(2)The provisions of paragraphs (3) through (7) of the preceding Article apply mutatis mutandis to the written consent of a person that entrusts brokerage under the provisions of the preceding paragraph.
(Separate Management of Clearing Margins at Commodity Exchanges)
Article 43(1)When a commodity exchange manages a clearing margin based on the provisions of Article 103, paragraph (4) of the Act, it must manage the clearing margin separately from its own property and property other than the clearing margin for each category set forth in the following items and for each member:
(i)among the cases set forth in Article 103, paragraph (1), item (i) of the Act, in cases where a member conducts transactions in a commodity market on their own account, the clearing margin deposited by the member based on the provisions of that paragraph;
(ii)among the cases set forth in Article 103, paragraph (1), item (i) of the Act, in cases where a member conducts transactions in a commodity market which they have accepted consignment by receiving the deposit of a consignor margin based on the provisions of paragraph (2) of that Article, the clearing margin deposited by the member based on the provisions of paragraph (1) of that Article;
(iii)in the cases set forth in Article 103, paragraph (1), item (ii) or (iv) of the Act, the clearing margin deposited by a consignor or a person that entrusts brokerage based on the provisions of that paragraph;
(iv)in the cases set forth in Article 103, paragraph (1), item (iii) of the Act, the clearing margin deposited by a broker based on the provisions of that paragraph.
(2)When a commodity exchange manages a clearing margin based on the provisions of Article 103, paragraph (4) of the Act, it must manage the clearing margin by the following methods, excluding those managed based on the provisions of the following paragraph:
(i)by depositing money in a bank account (limited to deposit accounts that are clearly identifiable as clearing margins by the account name);
(ii)by using money trust (limited to money trust with a contractual agreement for compensation of the principal pursuant to the provisions of Article 6 of the Act on Engagement in Trust Business by Financial Institutions (Act No. 43 of 1943), and which are clearly identifiable as clearing margins by the account name) of financial institution engaged in trust business (meaning financial institutions that have obtained the approval set forth in Article 1, paragraph (1) of that Act; the same applies hereinafter); or
(iii)by holding Japanese government bonds, local government bonds, or government guaranteed bonds (meaning bonds for which the national government guarantees redemption of principal and interest payments; the same applies in Article 74, paragraph (2), item (iii)).
(3)When a commodity exchange manages securities, etc. for allocation (meaning securities and warehouse receipts allocated for clearing margins pursuant to the provisions of Article 103, paragraph (5) of the Act (hereinafter referred to as "securities, etc." in this Article); hereinafter the same applies in this Article) based on the provisions of paragraph (4) of that Article, the commodity exchange must manage the securities, etc. for allocation by the methods specified in the following items in accordance with the category of securities, etc. set forth in each of those items:
(i)securities, etc. managed by a commodity exchange by retaining them (excluding securities, etc. which are commingled and retained; the same applies in the following item): a management method by which the location of the retention of securities, etc. for allocation is clearly separate from that for the securities of the commodity exchange's own property and securities other than the securities, etc. for allocation (hereinafter referred to as the "private securities" in this Article), and the securities, etc. for allocation are retained in a condition that is immediately distinguishable as to which member, etc. has deposited the property or through which member, etc. the property has been deposited;
(ii)securities managed by a commodity exchange by having a third party retain them: a management method by which the commodity exchange uses a third party to control the location of the retention of securities, etc. for allocation by clearly separating them from that for the private securities, and to retain the securities, etc. for allocation in a condition that is immediately distinguishable as to which member, etc. has deposited the property or through which member, etc. the property has been deposited;
(iii)securities managed by a commodity exchange by retaining them (limited to the securities which are commingled and retained; the same applies in the following item): a management method by which the location of the retention of securities, etc. for allocation is clearly separate from that for the private securities, and the securities, etc. for allocation are retained in a condition that the equity interests for the securities, etc. for allocation deposited by or through each member, etc. are immediately distinguishable by their own books;
(iv)securities managed by a commodity exchange by having a third party retain them: a management method by which the commodity exchange has a third party retain the securities in a condition in which the equity interests for the securities, etc. for allocation are immediately distinguishable by the method of separating the account for the person depositing the securities, etc. for allocation from the commodity exchange's own account, and by the method in which the equity interests for the securities, etc. for allocation deposited by or deposited through each member, etc. are immediately distinguishable by their own books.
(Contracts in Lieu of the Deposit of Clearing Margin Referred to in Article 103, Paragraph (7) of the Act)
Article 44(1)The financial institutions specified by order of the competent ministry as referred to in Article 103, paragraph (7) of the Act (hereinafter referred to as a "bank, etc." in this Article and Article 45-2, paragraph (1)) are as follows:
(i)a bank;
(ii)the Shoko Chukin Bank, Ltd.;
(iii)a credit cooperative;
(iv)a Shinkin Bank;
(v)The Norinchukin Bank;
(vi)an agricultural cooperative or a federation of agricultural cooperatives which can accept deposits or savings in the course of trade;
(vii)a trust company (limited to an entity that is approved by the Prime Minister for conducting business concerning the guarantee of obligations based on the provisions of Article 21, paragraph (2) of the Trust Business Act); and
(viii)an insurance company.
(2)In cases where a member, etc. or broker (meaning a member, etc. or broker prescribed in Article 103, paragraph (7) of the Act; hereinafter the same applies in this Article) seeks to conclude a contract referred to in that paragraph with a bank, etc., the member, etc. or broker must ensure that the content of the contract meets the following requirements:
(i)when receiving an instruction from a commodity exchange pursuant to the provisions of Article 103, paragraph (10), the amount of the clearing margin related to the instruction will be deposited with the commodity exchange for the member, etc. or broker, without delay;
(ii)it is prohibited to set off debts of a bank, etc. based on the contract against the claims for the member, etc. or the broker;
(iii)the contract is valid for the period of three months or longer;
(iv)a member, etc. or broker may not cancel the contract or change the content of the contract, except when the member, etc. or broker has received approval from the competent minister and a commodity exchange (limited to a commodity exchange which received a notification pursuant to the provisions of Article 103, paragraph (7) of the Act; hereinafter the same applies in this Article) in advance;
(v)a member, etc. or broker must notify the termination of the contract to a commodity exchange by one month prior to the day of termination.
(3)When a member, etc. or broker seeks to receive approval related to the conclusion of a contract (including a change to a contract) referred to in Article 103, paragraph (7) of the Act, the member, etc. or broker must submit a written application for approval that states the following information to the competent minister:
(i)the trade name or name of the bank, etc. which is the counterparty to the contract to be concluded;
(ii)the content of the contract;
(iii)in cases where collateral is offered for the contract, information concerning the collateral; and
(iv)the name or trade name of the commodity exchange to which the member, etc. or broker seeks to give notification.
(4)When the competent minister finds that the application for approval referred to in the preceding paragraph meets the following requirements, the minister must grant the approval referred to in that paragraph:
(i)the content of the contract related to the application meets the requirements set forth in each item of paragraph (2);
(ii)the bank, etc. which is the counterparty to the contract has the funds and credit necessary to perform the contract;
(iii)in light of the status of the business or property of the applicant for approval, it is found that the conclusion of the contract does not cause any problem for the protection of consignors.
(5)When a member, etc. or broker has concluded a contract referred to in Article 103, paragraph (7) of the Act (including when a change has been made to the contract), the member, etc. or broker must submit a copy of the contract to the competent minister and a commodity exchange.
(6)When a member, etc. or broker has canceled a contract referred to in Article 103, paragraph (7) of the Act, the member, etc. or broker must submit a document stating that fact to the competent minister and a commodity exchange.
(Application, Mutatis Mutandis of the Provisions of Contract in Lieu of the Deposit of Clearing Margin Referred to in Article 103, Paragraph (7) of the Act Related to a Commodity Clearing Organization)
Article 45The provisions of the preceding Article apply mutatis mutandis to cases in which the provisions of Article 103, paragraph (7) of the Act are applied mutatis mutandis pursuant to Article 179, paragraph (7) of the Act. In such a case, the term "Article 103, paragraph (10)" in paragraph (2), item (i) of the preceding Article is deemed to be replaced with "Article 103, paragraph (10) of the Act as applied mutatis mutandis pursuant to Article 179, paragraph (7)," the terms "a member, etc. or broker" and "a commodity exchange" in that paragraph and paragraphs (3), (5), and (6) of that Article are deemed to be replaced with "a member, etc. or a broker, etc." and "a commodity clearing organization", respectively.
(Contract in Lieu of the Deposit of Clearing Margin Referred to in Article 103, Paragraph (8) of the Act)
Article 45-2(1)In cases where a member, etc., or a consignor or a person that entrusts brokerage of a transaction (meaning a member, etc., a consignor or a person that entrust brokerage of a transaction, prescribed in Article 103, paragraph (8) of the Act; hereinafter the same applies in this Article) seeks to conclude a contract referred to in that paragraph with a bank, etc., the person must ensure that the content of the contract meets the following requirements:
(i)when receiving an instruction from a commodity exchange pursuant to the provisions of Article 103, paragraph (11) of the Act, the amount of the clearing margin related to the instruction is to be deposited with the commodity exchange for the member, etc., or the consignor or the person that entrusts brokerage of a transaction;
(ii)it is prohibited to set off debts of a bank, etc. based on the contract against the claims for the member, etc., or the consignor or the person that entrusts brokerage of a transaction;
(iii)the contract is valid for the period of three months or longer;
(iv)a member, etc., or a consignor or a person that entrusts brokerage of the transaction may not cancel the contract or change the contents of the contract, except when they have received approval from a commodity exchange (limited to a commodity exchange which received a notification pursuant to the provisions of Article 103, paragraph (8) of the Act; hereinafter the same applies in this Article) in advance;
(v)a member, etc., or a consignor or a person that entrusts brokerage of a transaction is to notify the termination of the contract to a commodity exchange by one month prior to the day of termination.
(2)When a member, etc., or a consignor or a person that entrusts brokerage of a transaction has concluded a contract referred to in Article 103, paragraph (8) of the Act (including when a change has been made to the contract), the person must submit a copy of the contract to a commodity exchange.
(3)When a member, etc., or a consignor or a person that entrusts brokerage of a transaction has canceled a contract set forth in Article 103, paragraph (8) of the Act, the person must submit a document proving that fact to a commodity exchange.
(Application, Mutatis Mutandis of the Provisions of Contract in Lieu of the Deposit of Clearing Margin Referred to in Article 103, Paragraph (8) of the Act Related to Commodity Clearing Organizations)
Article 45-3The provisions of the preceding Article apply mutatis mutandis to cases in which the provisions of Article 103, paragraph (8) of the Act are applied mutatis mutandis pursuant to Article 179, paragraph (8) of the Act. In such a case, the phrase "a member, etc., a consignor of a transaction, or a person that entrusts brokerage" in the preceding Article is deemed to be replaced with "member, etc., a consignor of a transaction, a person that entrusts brokerage, a clearing broker, or a consignor of the clearing broker," the term "Article 103, paragraph (11)" in paragraph (1), item (i) of that Article is deemed to be replaced with "Article 103, paragraph (11) of the Act as applied mutatis mutandis pursuant to Article 179, paragraph (8)," and the term "a commodity exchange" in that item, items (iv) and (v) of that paragraph, and paragraphs (2) and (3) of that Article is deemed to be replaced with "a commodity clearing organization".
(Investment Method of Guarantee Funds)
Article 46The means specified by order of the competent ministry as referred to in Article 110 of the Act (including as applied mutatis mutandis pursuant to Article 180, paragraph (5) of the Act following the deemed replacement of terms) are as follows:
(i)holding municipal bonds;
(ii)money deposited to the following financial institutions:
(a)a bank;
(b)the Shoko Chukin Bank, Ltd.;
(c)a credit cooperative;
(d)a Shinkin Bank;
(e)The Norinchukin Bank;
(f)an agricultural cooperative or a federation of agricultural cooperatives which can accept deposits or savings in the course of trade;
(iii)trust fund with a financial institutions engaged in trust business.
(Notification of the Total Transaction Volume)
Article 47(1)When a commodity exchange seeks to give a notification and make an announcement pursuant to the provisions of Article 111 of the Act, it must give a notification and make an announcement to its members, etc. by the means specified in its operational rules, for each type of transaction in a commodity market, and each type of listed commodities or listed commodity indices.
(2)What is specified by order of the competent ministry set forth in Article 111, item (ii) of the Act for a commodity market where transactions are conducted by the auction method with a single amount of the consideration or contract price, etc. (meaning the contract price, etc. prescribed in Article 111, item (ii) of the Act; the same applies hereinafter) is to be the amount of the consideration for which transactions were closed or the contract price, etc. each day in the commodity market and for a commodity market where transactions are conducted by the auction method with an individually determined amount of the consideration or contract price, etc., it is to be the first amount of the consideration or the contract price, etc., the highest amount of the consideration or contract price, etc., the lowest amount of the consideration or contract price, etc., and the final amount of the consideration or contract price, etc. each day in the commodity market.
(Reporting of Quotation and Transaction Volume)
Article 48(1)When a commodity exchange seeks to report the information set forth in the items of Article 112 of the Act pursuant to the provisions of that Article, it must submit a report in accordance with the Appended Table 1 or Appended Table 1-2 to the competent minister, without delay.
(2)The information specified by order of the competent ministry as referred to in Article 112, item (i) of the Act is the information set forth in column 3 of the Appended Table 1.
(3)The quantity specified by order of the competent ministry as referred to in Article 112, item (ii) of the Act is the quantity set forth in column 3 of the Appended Table 2 corresponding to the commodity markets set forth in column 2 of that Table which are opened by commodity exchanges set forth in column 1 of tht Table, for each commodity market, and by purchase or sale.
(4)The requirements specified by order of the competent ministry as referred to in Article 112, item (ii) of the Act are that the transactions in the commodity market fall under one of the following items:
(i)the quantity of the transactions related to the time limit of one transaction of one member, etc. in a commodity market on their own account and for which settlement is not completed exceeds the quantity set forth in column 5 of the Appended Table 2 by purchase or sale and for each type of component products of listed commodities or listed commodity indices set forth in column 4 of that Table which are subject to transactions in the commodity markets set forth in column 2 of that Table opened by the commodity exchanges set forth in column 1 of that Table;
(ii)the quantity of the transactions related to the timie limit of one transaction in a commodity market on a consignor's own account and for which settlement is not completed exceeds the quantity set forth in column 5 of the Appended Table 2 by purchase or sale and for each type of component products of listed commodities or listed commodity indices set forth in column 4 of that Table which are subject to transactions in the commodity markets set forth in column 2 of that Table opened by commodity exchanges set forth in column 1 of that Table.
(5)The information specified by order of the competent ministry as referred to in Article 112, item (ii) of the Act is the information set forth in column 2 of the Appended Table 1-2.
Article 49Deleted
(Separate Accounting in Books)
Article 50(1)Pursuant to the provisions of Article 115 of the Act, a member, etc. must perform separate accounting for transactions in a commodity market and other transactions in books.
(2)A member, etc. must prepare books and other business-related documents specified in the Appended Table 3 for transactions in each commodity market separately.
(3)The preservation period of books and other business-related documents referred to in the preceding paragraph is 10 years.
(Preservation by an Electronic or Magnetic Means)
Article 51When the content of books and other business-related documents referred to in paragraph (2) of the preceding Article is recorded by an electronic or magnetic means (meaning a means such as an electronic means or a magnetic means that cannot be perceived by human senses; the same applies in Article 114), and the record is preserved in a manner that enables the record to be immediately displayed using a computer or other devices as necessary, the preservation of the record may substitute for the preservation of books and other business-related documents prescribed in paragraph (3) of the preceding Article. In such a case, a member, etc. must take the necessary measures for preventing the loss of and damage to the record.
(Restrictions on Transactions in a Commodity Market)
Article 51-2The matters specified by order of the competent ministry as prescribed in Article 118, item (ii) of the Act are as follows:
(i)taking measures to restrict transactions or acceptance of their entrustment in a commodity market which has been opened by a commodity exchange set forth in Article 118, item (ii) of the Act; and
(ii)taking measures to change the time period during which a member, etc. can conduct a transaction in a commodity market which has been opened by the commodity exchange.
(Submission of Reports of Intermediation Arrangement)
Article 52When a commodity exchange has carried out intermediation pursuant to the provisions of Article 120, paragraph (1) of the Act, it must prepare a report of the progress of the intermediation arrangement as of the end of every month and submit the report to the competent minister by 10th of the month following the month pertaining to the report.
Article 53Deleted
(Information to be Disclosed in Advance by a Member Commodity Exchange Implementing Entity Conversion)
Article 54The information specified by order of the competent ministry as prescribed in Article 123, paragraph (1) of the Act is as follows:
(i)the content of an entity conversion plan;
(ii)the information concerning prospects of the performance of the obligations of an incorporated commodity exchange after entity conversion (meaning an incorporated commodity exchange after entity conversion prescribed in Article 122, paragraph (3) of the Act; the same applies hereinafter);
(iii)if there is any change to the information set forth in the preceding two items after the document or electronic or magnetic record referred to in Article 123, paragraph (1) of the Act has been kept at the principal office pursuant to the provisions of the same paragraph, the changed information.
(Information to be Disclosed after the Fact by an Incorporated Commodity Exchange after Entity Conversion)
Article 55The information specified by order of the competent ministry as prescribed in Article 125, paragraph (1) of the Act is as follows:
(i)the day on which entity conversion has become effective;
(ii)the progress of procedures under the provisions of Article 124 of the Act taken by the member commodity exchange implementing entity conversion;
(iii)the information concerning important rights and obligations which the incorporated commodity exchange after entity conversion succeeded to from the member commodity exchange implementing entity conversion through entity conversion;
(iv)the information stated or recorded in a document or electronic or magnetic record which the member commodity exchange implementing entity conversion has kept pursuant to the provisions of Article 123, paragraph (1) of the Act (excluding the content of the entity conversion contract); and
(v)the date of the registration referred to in Article 134, paragraph (1) of the Act.
(Consideration of Accounting Practices)
Article 55-2With regard to the interpretation of the terms set forth in the provisions of the following Article through Article 55-5 and the application of those provisions, generally accepted corporate accounting standards and other accounting practices must be taken into consideration.
(Amount Required to be Recorded as Stated Capital of an Incorporated Commodity Exchange after Entity Conversion)
Article 55-3The amount required to be recorded as the stated capital of an incorporated commodity exchange after entity conversion specified by order of the competent ministry as prescribed in Article 127 of the Act is the amount of the contribution of a member commodity exchange immediately prior to the entity conversion.
(Information Necessary for the Calculation upon Entity Conversion)
Article 55-4The information necessary for the accounting at the time of entity conversion specified by order of the competent ministry as prescribed in Article 128 of the Act is governed by the following Article.
(Shareholders' Equity of an Incorporated Commodity Exchange after Entity Conversion)
Article 55-5(1)In cases where a member commodity exchange implements entity conversion, it may not change the book value of its assets and liabilities on the grounds of the entity conversion.
(2)In cases where a member commodity exchange implements entity conversion, the amount of an incorporated commodity exchange after entity conversion set forth in the following items is the amount specified in each of those items:
(i)the amount of the capital reserve: zero;
(ii)the amount of other capital surplus: the sum of the membership fee and capital surplus of the member commodity exchange immediately prior to the entity conversion;
(iii)the amount of the profit reserve: zero;
(iv)the amount of other accumulated profits: the amount of the statutory capital and accumulated profits of the member commodity exchange immediately prior to the entity conversion.
(Information to be Notified to a Person who Seeks to File an Application to Subscribe for the Shares Issued upon Entity Conversion)
Article 55-6The information specified by order of the competent ministry as prescribed in Article 130, paragraph (1), item (iv) of the Act are as follows:
(i)the total number of shares which an incorporated commodity exchange after entity conversion can issue (in cases where an incorporated commodity exchange after entity conversion is a company issuing class shares, including the total number of each type of class shares that can be issued at the time of entity conversion);
(ii)when the information set forth in each item of Article 107, paragraph (1) of the Companies Act is specified as the content of shares issued upon entity conversion issued by an incorporated commodity exchange after entity conversion (excluding cases where an incorporated commodity exchange after entity conversion is a company issuing class shares), the content of the shares;
(iii)when it has been decided that an incorporated commodity exchange after entity conversion (limited to cases in which an incorporated commodity exchange after entity conversion is a company issuing class shares) is to issue shares issued upon entity conversion with different contents concerning the information set forth in each item of Article 108, paragraph (1) of the Companies Act, the content of each type of shares (in cases where there are the provisions of the articles of incorporation referred to in paragraph (3) of that Article for a certain type of shares, and when the content of the type of shares are not specified by an incorporated commodity exchange after entity conversion pursuant to the articles of incorporation, the outline of the content of that type of shares);
(iv)when there are provisions of the articles of incorporation concerning the number of share units, the number of share units (in cases where an incorporated commodity exchange after entity conversion is a company issuing class shares, the number of share units of each type of shares);
(v)when the articles of incorporation of an incorporated commodity exchange after entity conversion have the following provisions, the provisions:
(a)the provisions of the articles of incorporation prescribed in Article 139, paragraph (1), Article 140, paragraph (5), or Article 145, item (i) or (ii) of the Companies Act;
(b)the provisions of the articles of incorporation prescribed in Article 164, paragraph (1) of the Companies Act;
(c)the provisions of the articles of incorporation prescribed in Article 167, paragraph (3) of the Companies Act;
(d)the provisions of the articles of incorporation prescribed in Article 168, paragraph (1), or Article 169, paragraph (2) of the Companies Act;
(e)the provisions of the articles of incorporation prescribed in Article 174 of the Companies Act;
(f)the provisions of the articles of incorporation prescribed in Article 347 of the Companies Act;
(g)the provisions of the articles of incorporation prescribed in Article 26, item (i) or (ii) of the Order for Enforcement of the Companies Act;
(vi)when there are provisions of the articles of incorporation that a shareholder register administrator is to be appointed, the name and the address, and the business office of that person;
(vii)the information specified in the articles of incorporation (excluding the information set forth in Article 203, paragraph (1), items (i) through (iii) of the Companies Act and in the preceding items), notification of which was requested by a person who seeks to file an application to subscribe for the shares issued upon entity conversion to the incorporated commodity exchange after entity conversion.
(Electronic or Magnetic Records to be Provided by an Inspector)
Article 55-7What are specified by order of the competent ministry as prescribed in Article 207, paragraph (4) of the Companies Act as applied mutatis mutandis pursuant to Article 131-6 of the Act following the deemed replacement of terms are an electronic or magnetic recording medium (limited to electronic or magnetic records) prescribed in Article 36, paragraph (1) of the Regulation on Commercial Registrations (Order of the Ministry of Justice No. 23 of 1964) and an electronic or magnetic record specified by a person who is provided the electronic or magnetic record pursuant to the provisions of Article 207, paragraph (4) of the Companies Act.
(Provision of Information Recorded in an Electronic or Magnetic Records by an Inspector)
Article 55-8The means specified by order of the competent ministry as prescribed in Article 207, paragraph (6) of the Companies Act as applied mutatis mutandis pursuant to Article 131-6 of the Act following the deemed replacement of terms are electronic or magnetic means specified by a person who is provided the information recorded in an electronic or magnetic record set forth in that paragraph, pursuant to the provisions of that paragraph.
(Securities that Have the Market Price not Requiring an Investigation by an Inspector)
Article 55-9The means specified by order of the competent ministry as prescribed in Article 207, paragraph (9), item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 131-6 of the Act following the deemed replacement of terms are the means of considering the higher of the amounts set forth in the following items to be the price of securities prescribed in that item:
(i)the final price on the market where the securities are traded on the day when the value referred to in Article 199, paragraph (1), item (iii) of the Companies Act was determined (hereinafter referred to as the "date of value determination" in this Article) (in cases where there are no purchase and sale transactions on the date of value determination or the date of value determination falls on a holiday of the market, the concluded price of the first purchase and sale transaction conducted after that date);
(ii)when the securities are subject to tender offer, etc. (meaning the tender offer prescribed in Article 27-2, paragraph (6) of the Financial Instruments and Exchange Act (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of that Act) and any equivalent system based on laws and regulations in a foreign country; hereinafter the same applies in this item and Article 60-3) on the date of value determination, the price of the securities in the contract related to the tender offer, etc. on the date of value determination.
Article 55-10The person specified by order of the competent ministry as prescribed in Article 213, paragraph (1), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 131-6 of the Act following the deemed replacement of terms are as follows:
(i)a company director who submitted a proposal concerning the determination of the values of property contributed in kind prescribed in Article 207, paragraph (1) of the Companies Act to a shareholders meeting;
(ii)a company director who agreed to the decision on the submitted proposal referred to in the preceding item (excluding a company director of a company with board of directors);
(iii)when the proposal referred to in item (i) was submitted based on the resolution of a board of directors, a company director who agreed to the resolution of the board of directors.
(President of a Member Commodity Exchange Who is Required to Assume the Liabilities for Falsifying the Performance of Contribution)
Article 55-11The person specified by order of the competent ministry as prescribed in Article 213-3, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 131-7 of the Act following the deemed replacement of terms is the person set forth in the following items:
(i)the president or directors of the member commodity exchange that performed the duties concerning the falsification of the performance of contribution (meaning the performance of contribution prescribed in Article 131-3, paragraph (3) of the Act; hereinafter the same applies in this Article);
(ii)when the performance of contribution was falsified based on a resolution of a general meeting of members, the following persons:
(a)the president or directors of the member commodity exchange that submitted a proposal concerning the falsification of the performance of contribution at the general meeting of members;
(b)the president or directors of the member commodity exchange that agreed to the decision on the submitted proposal referred to in (a).
(Documents Attached to a Written Application for Authorization of Entity Conversion)
Article 56The documents specified by order of the competent ministry as referred to in Article 132, paragraph (3) of the Act are as follows (in cases of certifications issued by a public agency, limited to documents prepared within three months prior to the date of filing the application for authorization):
(i)a document stating the reasons for and content of entity conversion;
(ii)a document specified as follows in accordance with the cases set forth in each sub-item:
(a)in cases where an officer of an incorporated commodity exchange after entity conversion is a foreign national: a copy of the residence certificate, etc. and curriculum vitae of the officer, and a document pledging that the person does not fall under any of the provisions of Article 15, paragraph (2), item (i), sub-items (a) through (k) of the Act;
(b)in cases where an officer of an incorporated commodity exchange after entity conversion is a corporation: a certificate of the registered information of the officer, a document stating the history of the corporation, and a document pledging that the officer does not fall under the provisions of Article 15, paragraph (2), item (i), (l) of the Act;
(c)in cases where an officer of an incorporated commodity exchange after entity conversion is neither a foreign national nor a corporation: a copy of the residence certificate, etc. and curriculum vitae of the officer, a certificate of a public agency proving that the person does not fall under the provisions of Article 15, paragraph (2), item (i), sub-item (b) of the Act, and a document pledging that the person does not fall under any of the provisions of sub-item (a) or sub-items (c) through (k) of that item;
(iii)minutes of a general meeting of members which approved the entity conversion plan;
(iv)settlement related documents, etc. for the immediately preceding business year;
(v)a document proving the amount of the existing net assets;
(vi)when issuing shares issued upon entity conversion pursuant to the provisions of Article 129, paragraph (1) of the Act, the following documents:
(a)a document proving an application to subscribe for the shares issued upon entity conversion;
(b)when making money the object of the contribution, a document proving that payment under the provisions of Article 131-3, paragraph (1) of the Act was made;
(c)when making property other than money the object of the contribution, the following documents:
1.when an inspector has been appointed, a document stating the investigation report by the inspector and its annexed documents;
2.in the case set forth in Article 207, paragraph (9), item (iii) of the Companies Act as applied mutatis mutandis pursuant to Article 131-6 of the Act: a document proving the market price of the securities;
3.in the case set forth in Article 207, paragraph (9), item (iv) of the Companies Act as applied mutatis mutandis pursuant to Article 131-6 of the Act, a document stating the certification prescribed in that item and its annexed documents;
4.in the case set forth in Article 207, paragraph (9), item (v) of the Companies Act as applied mutatis mutandis pursuant to Article 131-6 of the Act, accounting books stating the monetary claim referred to in that item;
(d)when a judicial decision has been rendered on a report by an inspector, a transcript of the judicial decision;
(vii)when a public notice or a notification pursuant to the provisions of Article 124, paragraph (2) of the Act has been given and a creditor has made an objection, documents proving that payment has been made or a reasonable collateral has been provided to the creditor, or reasonable property has been deposited in trust for the purpose of having the creditor receive the payment, or that the entity conversion is not likely to harm the creditor;
(viii)a document stating the status of securing employees who have the knowledge and experience on the business of a commodity exchange and the status of the assignment of those employees;
(ix)a document stating the major shareholders' names, addresses or residences, nationalities and occupations (in cases where a shareholder is a corporation or other organization, its trade name or name, the location of its head office or principal office, and the content of its business), and the number of voting rights they hold.
(Submission of a Doctor's Medical Certificate)
Article 56-2In cases where an application for the authorization under Article 132, paragraph (1) of the Act is filed, and the competent minister finds it necessary for examining whether officers of the incorporated commodity exchange after entity conversion include a person who falls under any of Article 15, paragraph (2), item (i), (a) or (k) of the Act (limited to the part related to (a)), the minister may request the applicant to submit a doctor's medical certificate stating the name of the illness of the person subject to the examination, whether the person has any mental impairment and the level of mental impairment, causes of the illness, catamnestic observation, prospects of recovery, and other remarks for reference.
(Contract Details of Absorption-Type Merger between Member Commodity Exchanges)
Article 56-3The information specified by order of the competent ministry as referred to in Article 140, item (iii) of the Act are as follows:
(i)when a member of a member commodity exchange dissolved in an absorption-type merger becomes a member of a member commodity exchange surviving an absorption-type merger in absorption-type merger, the information concerning the number of units of the contribution of the member commodity exchange surviving an absorption-type merger which substitutes the equity interests allotted to a member of the member commodity exchange dissolved in an absorption-type merger or its calculation method, and the amount of the contribution, membership fee, and loss compensation reserve of the member commodity exchange surviving an absorption-type merger;
(ii)when a member commodity exchange surviving an absorption-type merger issues money to a member of a member commodity exchange dissolved in an absorption-type merger in lieu of their equity interests upon an absorption-type merger, the amount of the money or its calculation method;
(iii)in the cases prescribed in the preceding two items, the information concerning the contribution referred to in item (i) to a member of a member commodity exchange dissolved in an absorption-type merger and the allocation of the money referred to in the preceding item.
(Contract Details of Consolidation-Type Merger between Member Commodity Exchanges)
Article 57The information specified by order of the competent ministry as referred to in Article 141, item (v) of the Act are as follows:
(i)the information concerning the number of units of the contribution of a member commodity exchange established by a consolidation-type merger which substitutes the equity interest that the member commodity exchange established by a consolidation-type merger allots to a member of a member commodity exchange dissolved in a consolidation-type merger upon a consolidation-type merger or its calculation method, and the amount of the contribution, membership fee, and loss compensation reserve of the member commodity exchange established by a consolidation-type merger;
(ii)the information concerning the allocation of the contribution referred to in the preceding item to a member of a member commodity exchange dissolved in a consolidation-type merger;
(iii)when the amount of the money to be paid to a member of a member commodity exchange dissolved in a consolidation-type merger is determined, the amount of money.
(Information to be Disclosed in Advance by a Member Commodity Exchange Dissolved in an Absorption-Type Merger)
Article 58The information specified by order of the competent ministry as referred to in Article 144, paragraph (1) of the Act are as follows, in cases where a commodity exchange surviving an absorption-type merger is a member commodity exchange:
(i)the information concerning the appropriateness of the provisions on information set forth in the items of Article 56-3 (in cases where there are no such provisions, that fact);
(ii)the following information concerning the member commodity exchange surviving an absorption-type merger:
(a)an inventory of property and a balance sheet for the final business year (for a member commodity exchange, the latest business year in cases where approval under Article 68 of the Act was received for settlement related documents, etc. prescribed in Article 66, paragraph (1) of the Act for each business year, and for an incorporated commodity exchange, the final business year prescribed in Article 2, item (xxiv) of the Companies Act; the same applies hereinafter), and the content of a profit and loss statement prepared together with the balance sheet;
(b)when an event that has a significant influence on the status of the property of the member commodity exchange surviving an absorption-type merger, such as the disposition of important property and the sharing of significant obligations has occurred after the last day of the final business year (in cases where the final business year does not exist, the day of the establishment of the member commodity exchange surviving an absorption-type merger), the content of the event (in cases where a new final business year emerges during the period between 10 days prior to a general meeting of members referred to in Article 144, paragraph (4) of the Act and the day when the absorption-type merger becomes effective, limited to the content of an event that occurred after the last day of the new final business year);
(iii)when an event that has a significant influence on the status of the property of the member commodity exchange dissolved in an absorption-type merger, such as the disposition of important property and the bearing of significant obligations has occurred after the last day of the final business year (in cases where the final business year does not exist, the day of the establishment of the member commodity exchange dissolved in an absorption-type merger) at the member commodity exchange dissolved in an absorption-type merger (excluding member commodity exchanges which is to be liquidated pursuant to the provisions of Article 475 (excluding items (i) and (iii)) of the Companies Act as applied mutatis mutandis pursuant to Article 77, paragraph (1) of the Act) (hereinafter such member commodity exchange is referred to as a "liquidating member commodity exchange"), the content of the event (in cases where a new final business year emerges during the period between 10 days prior to a general meeting of members referred to in Article 144, paragraph (4) of the Act and the day when the absorption-type merger comes into effect, limited to the content of an event that occurred after the last day of the new final business year);
(iv)the information concerning prospects of the performance of obligations (limited to obligations the member commodity exchange bears against the creditors that may state objections to the absorption-type merger pursuant to the provisions of Article 124, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 144, paragraph (6) of the Act) of the member commodity exchange surviving an absorption-type merger on and after the day when the absorption-type merger becomes effective;
(v)if there is any change to the information set forth in the preceding items after 10 days prior to a general meeting of members referred to in Article 144, paragraph (4) of the Act, the changed information.
(Information to be Disclosed in Advance by a Member Commodity Exchange Dissolved in an Absorption-Type Merger)
Article 59The information specified by order of the competent ministry as referred to in Article 144, paragraph (1) of the Act is as follows in cases where a member commodity exchange dissolved in an absorption-type merger is an incorporated commodity exchange:
(i)the information concerning the appropriateness of the provisions on information set forth in items (ii) and (iii) of Article 142 of the Act (in cases where there are no such provisions, that fact);
(ii)when all or part of the shares, etc. (meaning shares, etc. prescribed in Article 142, item (ii) of the Act; the same applies hereinafter) issued to a member of the member commodity exchange dissolved in an absorption-type merger are shares of the incorporated commodity exchange surviving an absorption-type merger, the provisions of the articles of incorporation of the incorporated commodity exchange surviving an absorption-type merger;
(iii)the following information concerning the incorporated commodity exchange surviving an absorption-type merger:
(a)the content of financial statements, etc. for the final business year (in cases where the final business year does not exist, the content of a balance sheet on the day of the establishment of the incorporated commodity exchange surviving an absorption-type merger);
(b)when there are provisional financial statements, etc. (meaning provisional financial statements, etc. referred to in Article 2, paragraph (3), item (xiii) of the Order for Enforcement of the Companies Act; the same applies hereinafter) that consider the day after the last day of the final business year (in cases where the final business year does not exist, the day of the establishment of the incorporated commodity exchange surviving an absorption-type merger; the same applies in (c)) as the provisional account closing day (meaning a provisional account closing day prescribed in Article 441, paragraph (1) of the Companies Act; the same applies hereinafter) (if there are two or more provisional account closing days, the last one), the content of the provisional financial statements, etc.;
(c)when an event that has a significant influence on the status of the property of the incorporated commodity exchange surviving an absorption-type merger, such as the disposition of important property and the bearing of significant obligations has occurred after the last day of the final business year, the content of the event (in cases where a new final business year emerges during the period between 10 days prior to a general meeting of members referred to in Article 144, paragraph (4) of the Act and the day when the absorption-type merger comes into effect, limited to the content of an event that occurred after the last day of the new final business year);
(iv)when an event that has a significant influence on the status of the property of the member commodity exchange dissolved in an absorption-type merger, such as the disposition of important property and the bearing of significant obligations after the last day of the final business year (in cases where the final business year does not exist, the day of the establishment of the member commodity exchange dissolved in an absorption-type merger) at the member commodity exchange dissolved in an absorption-type merger (excluding liquidating member commodity exchanges), the content of the event (in cases where a new final business year emerges during the period between 10 days prior to a general meeting of members referred to in Article 144, paragraph (4) of the Act and the day when the absorption-type merger becomes effective, limited to the content of an event that occurred after the last day of the new final business year);
(v)the information concerning prospects of the performance of obligations (limited to obligations the incorporated commodity exchange bears against the creditors that may state objections to the absorption-type merger pursuant to the provisions of Article 124, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 144, paragraph (6) of the Act) of the incorporated commodity exchange surviving an absorption-type merger on and after the day when the absorption-type merger comes into effect;
(vi)if there is any change to the information set forth in the preceding items after 10 days prior to a general meeting of members referred to in Article 144, paragraph (4) of the Act, the changed information.
(Information to be Disclosed in Advance by a Member Commodity Exchange Surviving an Absorption-Type Merger)
Article 59-2The information specified by order of the competent ministry as referred to in Article 144-2 paragraph (1) of the Act is as follows:
(i)the information concerning the appropriateness of the provisions on information set forth in each item of Article 56-3 (in cases where there are no such provisions, that fact);
(ii)the following information concerning the member commodity exchange dissolved in an absorption-type merger (excluding liquidating member commodity exchanges):
(a)an inventory of property and a balance sheet for the final business year and the content of a profit and loss statement prepared together with the balance sheet;
(b)when an event that has a significant influence on the status of the property of the member commodity exchange dissolved in an absorption-type merger, such as the disposition of important property and the bearing of significant obligations has occurred after the last day of the final business year (in cases where the final business year does not exist, the day of the establishment of the member commodity exchange dissolved in an absorption-type merger; the same applies in item (iv)), the content of the event (in cases where a new final business year emerges during the period between 10 days prior to a general meeting of members referred to in Article 144-2, paragraph (2) of the Act and the day when the absorption-type merger becomes effective, limited to the content of an event that occurred after the last day of the new final business year);
(iii)a balance sheet which the member commodity exchange dissolved in an absorption-type merger (limited to a liquidating member commodity exchange) has prepared pursuant to the provisions of Article 492, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 77, paragraph (1) of the Act;
(iv)when an event that has a significant influence on the status of the property of the member commodity exchange surviving an absorption-type merger, such as the disposition of important property and the bearing of significant obligations has occurred after the last day of the final business year (in cases where the final business year does not exist, the day of the establishment of the member commodity exchange surviving an absorption-type merger) at the member commodity exchange surviving an absorption-type merger, the content of the event (in cases where a new final business year emerges during the period between 10 days prior to a general meeting of members referred to in Article 144-2, paragraph (2) of the Act and the day when the absorption-type merger becomes effective, limited to the content of an event that occurred after the last day of the new final business year);
(v)the information concerning prospects of the performance of obligations (limited to obligations which the member commodity exchange bears against the creditors that may state objections to the absorption-type merger pursuant to the provisions of Article 124, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 144-2, paragraph (4) of the Act) of the member commodity exchange surviving an absorption-type merger on and after the day when the absorption-type merger becomes effective;
(vi)if there is any change to the information set forth in the preceding items during the period between 10 days prior to a general meeting of members referred to in Article 144-2, paragraph (2) of the Act and the day when the absorption-type merger becomes effective, the changed information.
(Information to be Disclosed after the Fact by a Member Commodity Exchange Surviving an Absorption-Type Merger)
Article 59-3The information specified by order of the competent ministry as referred to in Article 144-2, paragraph (5) of the Act is as follows:
(i)the day on which the absorption-type merger becomes effective;
(ii)the following matters concerning the member commodity exchange dissolved in an absorption-type merger:
(a)the progress of the procedures related to the demand under the provisions of Article 144, paragraph (5) of the Act;
(b)the progress of the procedures under the provisions of Article 124 of the Act as applied mutatis mutandis pursuant to Article 144, paragraph (6) of the Act;
(iii)the following matters concerning the member commodity exchange surviving an absorption-type merger:
(a)the progress of the procedures related to the demand under the provisions of Article 144-2, paragraph (3) of the Act;
(b)the progress of the procedures under the provisions of Article 124 of the Act as applied mutatis mutandis pursuant to Article 144-2, paragraph (4) of the Act;
(iv)the information concerning important rights and obligations which the member commodity exchange surviving an absorption-type merger succeeded to from the member commodity exchange dissolved in an absorption-type merger through an absorption-type merger;
(v)the information stated or recorded in a document or an electronic or magnetic record which the member commodity exchange dissolved in an absorption-type merger has kept pursuant to the provisions of Article 144, paragraph (1) of the Act (excluding the content of the absorption-type merger contract);
(vi)the date of the registration of the change referred to in Article 147, paragraph (1) of the Act;
(vii)beyond what is set forth in the preceding items, important matters concerning the absorption-type merger.
(Information to be Disclosed in Advance by a Member Commodity Exchange Dissolved in a Consolidation-Type Merger)
Article 59-4The information specified by order of the competent ministry referred to in Article 144-3, paragraph (1) of the Act is as follows in cases where a member commodity exchange established by a consolidation-type merger is a member commodity exchange:
(i)the information concerning the appropriateness of the provisions on information set forth in the items of Article 57;
(ii)the following information concerning another member commodity exchange dissolved in a consolidation-type merger (excluding liquidating member commodity exchanges; the same applies in this item):
(a)an inventory of property and a balance sheet for the final business year and the content of a profit and loss statement prepared together with the balance sheet;
(b)when an event that has a significant influence on the status of the property of another member commodity exchange dissolved in a consolidation-type merger, such as the disposition of important property and the bearing of significant obligations has occurred after the last day of the final business year (in cases where the final business year does not exist, the day of the establishment of the other member commodity exchange dissolved in a consolidation-type merger) at the other member commodity exchange dissolved in a consolidation-type merger, the content of the event (in cases where a new final business year emerges during the period between 10 days prior to a general meeting of members referred to in Article 144-3, paragraph (4) of the Act and the day of the establishment of the member commodity exchange established by a consolidation-type merger, limited to the content of an event that occurred after the last day of the new final business year);
(iii)a balance sheet which another member commodity exchange dissolved in a consolidation-type merger (limited to a liquidating member commodity exchange) has prepared pursuant to the provisions of Article 492, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 77, paragraph (1) of the Act;
(iv)when an event that has a significant influence on the status of the property of another member commodity exchange dissolved in a consolidation-type merger, such as the disposition of important property and the bearing of significant obligations has occurred after the last day of the final business year (in cases where the final business year does not exist, the day of the establishment of the member commodity exchange dissolved in a consolidation-type merger) at the member commodity exchange dissolved in a consolidation-type merger (excluding liquidating member commodity exchanges; hereinafter the same applies in this item), the content of the event (in cases where a new final business year emerges during the period between 10 days prior to a general meeting of members referred to in Article 144-3, paragraph (4) of the Act and the day of the establishment of the member commodity exchange established by a consolidation-type merger, limited to the content of an event that occurred after the last day of the new final business year);
(v)the information concerning prospects of the performance of obligations (excluding obligations succeeded to from another member commodity exchange dissolved in a consolidation-type merger) of the member commodity exchange established by a consolidation-type merger on and after the day of the establishment of the member commodity exchange established by a consolidation-type merger;
(vi)if there is any change to the information set forth in the preceding items after 10 days prior to a general meeting of members referred to in Article 144-3, paragraph (4) of the Act, the changed information.
(Information to be Disclosed in Advance by a Member Commodity Exchange Dissolved in a Consolidation-Type Merger)
Article 59-5The information specified by order of the competent ministry as referred to in Article 144-3, paragraph (1) of the Act is as follows in cases where a member commodity exchange established by a consolidation-type merger is an incorporated commodity exchange:
(i)the information concerning the appropriateness of the provisions on information set forth in Article 143, paragraph (1), items (vi) and (vii) of the Act;
(ii)the following information concerning another commodity exchange dissolved in a consolidation-type merger (excluding liquidating stock companies and liquidating member commodity exchanges; hereinafter the same applies in this item):
(a)financial statements, etc. or an inventory of property, and a balance sheet for the final business year, and the content of a profit and loss statement prepared together with the balance sheet (in cases where the final business year does not exist, a balance sheet on the day of the establishment of another incorporated commodity exchange dissolved in a consolidation-type merger);
(b)when there are provisional financial statements, etc. that considers the day after the last day of the final business year (in cases where the final business year does not exist, the day of the establishment of the other commodity exchange dissolved in a consolidation-type merger) as a provisional account closing day (in cases where there are two or more provisional account closing days, the last one), the content of the provisional financial statements, etc.;
(c)when an event that has a significant influence on the status of the property of another commodity exchange dissolved in a consolidation-type merger, such as the disposition of important property and the bearing of significant obligations has occurred after the last day of the final business year (in cases where the final business year does not exist, the day of the establishment of the other commodity exchange dissolved in a consolidation-type merger) at the other commodity exchange dissolved in a consolidation-type merger, the content of the event (in cases where a new final business year emerges during the period between 10 days prior to a general meeting of members referred to in Article 144-3, paragraph (4) of the Act and the day of the establishment of the incorporated commodity exchange established by a consolidation-type merger, limited to the content of an event that occurred after the last day of the new final business year);
(iii)a balance sheet which another commodity exchange dissolved in a consolidation-type merger (limited to a liquidating stock company or liquidating member commodity exchange) has prepared pursuant to the provisions of Article 492, paragraph (1) of the Companies Act (including as applied mutatis mutandis pursuant to Article 77, paragraph (1) of the Act);
(iv)when an event that has a significant influence on the status of the property of the member commodity exchange dissolved in a consolidation-type merger, such as the disposition of important property and the bearing of significant obligations has occurred after the last day of the final business year (in cases where the final business year does not exist, the day of the establishment of the member commodity exchange dissolved in a consolidation-type merger) at the member commodity exchange dissolved in a consolidation-type merger (excluding liquidating member commodity exchanges; hereinafter the same applies in this item), the content of the event (in cases where a new final business year emerges during the period between 10 days prior to a general meeting of members referred to in Article 144-3, paragraph (4) of the Act and the day of the establishment of the incorporated commodity exchange established by a consolidation-type merger, limited to the content of an event that occurred after the last day of the new final business year);
(v)the information concerning prospects of the performance of obligations (excluding obligations succeeded to from another commodity exchange dissolved in a consolidation-type merger) of the incorporated commodity exchange established by a consolidation-type merger on and after the day of the establishment of the incorporated commodity exchange established by a consolidation-type merger;
(vi)if there is any change to the information set forth in the preceding items after 10 days prior to a general meeting of members referred to in Article 144-3, paragraph (4) of the Act, the changed information.
(Information to be Disclosed after the Fact by a Member Commodity Exchange Established by a Consolidation-Type Merger)
Article 59-6The information specified by order of the competent ministry as referred to in Article 144-4, paragraph (3) of the Act is as follows:
(i)the day on which the consolidation-type merger becomes effective;
(ii)the progress of the procedures concerning the demand under the provisions of Article 144-3, paragraph (5) of the Act;
(iii)the progress of the procedures under the provisions of Article 124 of the Act as applied mutatis mutandis pursuant to Article 144-3, paragraph (6) of the Act;
(iv)the information concerning important rights and obligations which the member commodity exchange established by a consolidation-type merger succeeded to from the member commodity exchange dissolved in a consolidation-type merger through a consolidation-type merger; and
(v)beyond what is set forth in the preceding items, important information concerning the consolidation-type merger.
(Information to be Disclosed after the Fact by a Member Commodity Exchange Established by a Consolidation-Type Merger)
Article 59-7The information specified by order of the competent ministry as prescribed in Article 144-4, paragraph (4) of the Act is the information stated or recorded in a document or an electronic or magnetic record which the member commodity exchange dissolved in a consolidation-type merger has kept pursuant to the provisions of Article 144-3, paragraph (1) of the Act (excluding the content of the consolidation-type merger contract).
(Information to be Disclosed in Advance by a Member Commodity Exchange Surviving an Absorption-Type Merger)
Article 59-8The information specified by order of the competent ministry as referred to in Article 144-5, paragraph (1) of the Act is as follows:
(i)the information concerning the appropriateness of the provisions on information set forth in Article 142, items (ii) and (iii) of the Act (in cases where there are no such provisions, that fact);
(ii)the following information concerning a member commodity exchange dissolved in an absorption-type merger (excluding liquidating member commodity exchanges):
(a)an inventory of property and a balance sheet for the final business year and the content of a profit and loss statement prepared together with the balance sheet;
(b)when an event that has a significant influence on the status of the property of the member commodity exchange dissolved in an absorption-type merger, such as the disposition of important property and the bearing of significant obligations has occurred after the last day of the final business year (in cases where the final business year does not exist, the day of the establishment of the member commodity exchange dissolved in an absorption-type merger; the same applies in item (iv)), the content of the event (in cases where a new final business year emerges during the period between the earliest day among the days set forth in the items of Article 144-5, paragraph (1) of the Act and the day when the absorption-type merger becomes effective, limited to the content of an event that occurred after the last day of the new final business year);
(iii)a balance sheet which the member commodity exchange dissolved in an absorption-type merger (limited to a liquidating member commodity exchange) has prepared pursuant to the provisions of Article 492, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 77, paragraph (1) of the Act;
(iv)the following information concerning a member commodity exchange surviving an absorption-type merger:
(a)when an event that has a significant influence on the status of the property of the incorporated commodity exchange surviving an absorption-type merger, such as the disposition of important property and the bearing of significant obligations has occurred after the last day of the final business year (in cases where the final business year does not exist, the day of the establishment of the incorporated commodity exchange surviving an absorption-type merger), the content of the event (in cases where a new final business year emerges during the period between the earliest day among the days set forth in the items of Article 144-5, paragraph (1) of the Act and the day when the absorption-type merger becomes effective, limited to the content of an event that occurred after the last day of the new final business year);
(b)when the final business year does not exist for the incorporated commodity exchange surviving an absorption-type merger, a balance sheet as of the day of the establishment of the incorporated commodity exchange surviving an absorption-type merger;
(v)the information concerning prospects of the performance of obligations (limited to obligations which the incorporated commodity exchange bears against the creditors that may state objections to the absorption-type merger pursuant to the provisions of Article 144-10, paragraph (1) of the Act) of the incorporated commodity exchange surviving an absorption-type merger on or after the day when the absorption-type merger comes into effect;
(vi)if there is any change to the information set forth in the preceding items during the period between the earliest day among the days set forth in the items of Article 144-5, paragraph (1) of the Act and the day when the absorption-type merger becomes effective, the changed information.
(Amount of Assets)
Article 59-9(1)The amount specified by order of the competent ministry as the amount of the obligations prescribed in Article 144-6, paragraph (2), item (i) of the Act is the amount obtained by subtracting the amount set forth in item (ii) from the amount set forth in item (i):
(i)in cases where the balance sheet of an incorporated commodity exchange surviving an absorption-type merger was considered to have been prepared immediately after the absorption-type merger, the amount required to be recorded in the liabilities section of the balance sheet;
(ii)in cases where the balance sheet of an incorporated commodity exchange surviving an absorption-type merger was considered to have been prepared immediately prior to the absorption-type merger, the amount required to be recorded in the liabilities section of the balance sheet.
(2)The amount specified by order of the competent ministry as the amount of the assets prescribed in Article 144-6, paragraph (2), item (i) of the Act is the amount obtained by subtracting the amount set forth in item (ii) from the amount set forth in item (i):
(i)in cases where the balance sheet of an incorporated commodity exchange surviving an absorption-type merger was considered to have been prepared immediately after the absorption-type merger, the amount required to be recorded in the assets section of the balance sheet;
(ii)in cases where the balance sheet of an incorporated commodity exchange surviving an absorption-type merger was considered to have been prepared immediately prior to the absorption-type merger, the amount obtained by subtracting the amount of the money set forth in Article 144-6, paragraph (2), item (ii) of the Act from the amount required to be recorded in the assets section of the balance sheet.
(Amount of Net Assets)
Article 59-10The means specified by order of the competent ministry as prescribed in Article 144-7, paragraph (1), item (ii) of the Act are the means in which the amount of the net assets of an incorporated commodity exchange surviving an absorption-type merger is considered to be the amount obtained by subtracting the amount set forth in item (vii) from the sum of the amounts set forth in items (i) through (vi) on the calculation base date (meaning the day an absorption-type merger contract was concluded (in cases where the calculation base date which is different from the day the absorption-type merger contract was concluded is specified (limited to during the period between the day the absorption-type merger contract was concluded and the day when the absorption-type merger came into effect) by the contract, that date)) (in cases where the obtained amount is less than five million yen, the amount is to be five million yen):
(i)the amount of stated capital;
(ii)the amount of capital reserve;
(iii)the amount of profit reserve;
(iv)the amount of surplus prescribed in Article 446 of the Companies Act;
(v)the amount related to valuation or translation difference on the last day of the final business year (in cases where the final business year does not exist, the day of the establishment of the incorporated commodity exchange surviving an absorption-type merger);
(vi)the book value of share options;
(vii)the sum of the book value of a person's own shares and their own share options.
(Number of Shares)
Article 59-11The number specified by order of the competent ministry as prescribed in Article 144-7, paragraph (2) of the Act is the smallest number among the following numbers:
(i)the number adding one to the number obtained by multiplying 1/3 (in cases where the articles of incorporation specify, as a requirement for adopting a resolution of a shareholders meeting that a majority of at least a certain rate of the total voting rights held by specified shareholders (meaning shareholders of specified shares (meaning shares for which a voting right may be exercised at a shareholders meeting related to the acts prescribed in Article 144-7, paragraph (2) of the Act; hereinafter the same applies in this Article); hereinafter the same applies in this Article) who attend the shareholders meeting must agree to the resolution, the rate obtained by subtracting the certain rate from one) by the number obtained by multiplying 1/2 (in cases where the articles of incorporation specify, as a requirement for adopting a resolution of the shareholders meeting, that shareholders who hold more than a certain rate of the total voting rights must attend the shareholders meeting, that certain rate) by the total number of specified shares;
(ii)in cases where the articles of incorporation specify, as a requirement for adopting a resolution related to the acts prescribed in Article 144-7, paragraph (2) of the Act, that more than a certain number of specified shareholders must agree to the resolution, and when the number obtained by subtracting the number of specified shareholders who has notified an incorporated commodity exchange surviving an absorption-type merger that they will disagree with the act from the total number of specified shareholders is less than the certain number, the number of specified shares held by the specified shareholders who has notified that they will disagree with the act;
(iii)in cases where the articles of incorporation have provisions other than those set forth in the preceding two items as a requirement for adopting a resolution related to the acts prescribed in Article 144-7, paragraph (2) of the Act, and the resolution will not be adopted if all the specified shareholders who has notified that they will disagree with the act disagree with the act at a shareholders meeting prescribed in that paragraph, the number of specified shares held by specified shareholders who has notified that they will disagree with the act;
(iv)the number specified by the articles of incorporation.
(Information Concerning Accounting Documents)
Article 59-12The information specified by order of the competent ministry as prescribed in Article 144-11, paragraph (2), item (iii) of the Act is the information specified in the following items in accordance with the category of cases set forth in each item, on the day of the public notice set forth in that paragraph or the day of the notice set forth in that paragraph, whichever is earlier:
(i)in cases where an incorporated commodity exchange surviving an absorption-type merger has given public notice with regard to a balance sheet for the final business year or its outline pursuant to the provisions of Article 440, paragraph (1) or (2) of the Companies Act: the following information:
(a)when the public notice has been given in an Official Gazette, the date of the issuance of the Official Gazette and the page containing the public notice;
(b)when the public notice has been given in a daily newspaper which publishes matters on current events, the name and the date of the issuance of the daily newspaper and the page containing the public notice;
(c)when the public notice has been given by electronic public notice, the information set forth in Article 911, paragraph (3), item (xxviii), (a) of the Companies Act;
(ii)in cases where an incorporated commodity exchange surviving an absorption-type merger has taken measures prescribed in Article 440, paragraph (3) of the Companies Act with regard to a balance sheet for the final business year: information set forth in Article 911, paragraph (3), item (xxvi) of the Companies Act;
(iii)in cases where an incorporated commodity exchange surviving an absorption-type merger is a stock company prescribed in Article 440, paragraph (4) of the Companies Act, and the stock company has submitted an annual securities report for the final business year pursuant to the provisions of Article 24, paragraph (1) of the Financial Instruments and Exchange Act: a statement to that effect;
(iv)in cases where the final business year does not exist for an incorporated commodity exchange surviving an absorption-type merger: a statement to that effect;
(v)in cases where an incorporated commodity exchange surviving an absorption-type merger is a liquidating stock company: a statement to that effect;
(vi)in the cases other than those set forth in the preceding items: the content of the outline of the balance sheet for the final business year under the provisions of Part VI, Chapter II of the Regulations on Corporate Accounting.
(Information to be Disclosed after the Fact by an Incorporated Commodity Exchange Surviving an Absorption-Type Merger)
Article 59-13The information specified by order of the competent ministry as prescribed in Article 144-12, paragraph (1) of the Act is as follows:
(i)the day on which the absorption-type merger becomes effective;
(ii)the following information at the member commodity exchange dissolved in an absorption-type merger:
(a)the progress of the procedures related to the demand under the provisions of Article 144, paragraph (5) of the Act;
(b)the progress of the procedures under the provisions of Article 124 of the Act as applied mutatis mutandis pursuant to Article 144, paragraph (6) of the Act;
(iii)the following information at the incorporated commodity exchange surviving an absorption-type merger:
(a)the progress of the procedures related to the demand under the provisions of Article 144-9 of the Act;
(b)the progress of the procedures under the provisions of Article 144-10 of the Act (with regard to paragraph (3) of that Article, limited to the part to which Article 797, paragraphs (5) through (9) of the Companies Act are applied mutatis mutandis) and Article 144-11, paragraphs (1) through (5) of the Act;
(iv)information concerning important rights and obligations which the incorporated commodity exchange surviving an absorption-type merger succeeded to from the member commodity exchange dissolved in an absorption-type merger through an absorption-type merger;
(v)information stated or recorded in a document or an electronic or magnetic record which the member commodity exchange dissolved in an absorption-type merger has kept pursuant to the provisions of Article 144, paragraph (1) of the Act (excluding the content of the absorption-type merger contract);
(vi)the date of the registration of the change referred to in Article 147, paragraph (2) of the Act; and
(vii)beyond what is set forth in the preceding items, important information concerning the absorption-type merger.
(Information to be Disclosed in Advance by an Incorporated Commodity Exchange Dissolved in a Consolidation-Type Merger)
Article 59-14The information specified by order of the competent ministry as referred to in Article 144-13, paragraph (1) of the Act is as follows:
(i)the information concerning the appropriateness of the provisions on information set forth in Article 143, paragraph (1), items (vi) and (vii);
(ii)when all or some of the incorporated commodity exchanges dissolved in a consolidation-type merger issue share options, information concerning the appropriateness of the provisions on information set forth in Article 143, paragraph (1), items (viii) and (ix) of the Act;
(iii)the following information concerning another commodity exchange dissolved in a consolidation-type merger (excluding liquidating stock companies and liquidating member commodity exchanges; hereinafter the same applies in this item):
(a)financial statements, etc. or an inventory of property, and a balance sheet for the final business year, and the content of a profit and loss statement prepared together with the balance sheet (in cases where the final business year does not exist, a balance sheet on the day of the establishment of the other incorporated commodity exchange dissolved in a consolidation-type merger);
(b)when there are provisional financial statements, etc. that consider the day after the last day of the final business year (in cases where the final business year does not exist, the day of the establishment of the other incorporated commodity exchange dissolved in a consolidation-type merger) as the provisional account closing day (in cases where there are two or more provisional account closing days, the last one), the content of the provisional financial statements, etc.;
(c)when an event that has a significant influence on the status of the property of another commodity exchange dissolved in a consolidation-type merger, such as the disposition of important property and the bearing of significant obligations has occurred after the last day of the final business year (in cases where the final business year does not exist, the day of the establishment of the other commodity exchange dissolved in a consolidation-type merger) at the other commodity exchange dissolved in a consolidation-type merger, the content of the event (in cases where a new final business year emerges during the period between the earliest day among the days set forth in the items of Article 144-13, paragraph (1) of the Act and the day of the establishment of the incorporated commodity exchange established by a consolidation-type merger, limited to the content of an event that occurred after the last day of the new final business year);
(iv)a balance sheet which another commodity exchange dissolved in a consolidation-type merger (limited to a liquidating stock company or liquidating member commodity exchange) has prepared pursuant to the provisions of Article 492, paragraph (1) of the Companies Act (including as applied mutatis mutandis pursuant to Article 77, paragraph (1) of the Act);
(v)the following information concerning the incorporated commodity exchange dissolved in a consolidation-type merger (excluding liquidating stock companies; hereinafter the same applies in this item):
(a)when an event that has a significant influence on the status of the property of the incorporated commodity exchange dissolved in a consolidation-type merger, such as the disposition of important property and the bearing of significant obligations has occurred after the last day of the final business year (in cases where the final business year does not exist, the day of the establishment of the incorporated commodity exchange dissolved in a consolidation-type merger) at the incorporated commodity exchange dissolved in a consolidation-type merger, the content of the event (in cases where a new final business year emerges during the period between the earliest day among the days set forth in the items of Article 144-13, paragraph (1) of the Act and the day of the establishment of the incorporated commodity exchange established by a consolidation-type merger, limited to the content of an event that occurred after the last day of the new final business year);
(b)when the final business year does not exist for the incorporated commodity exchange dissolved in a consolidation-type merger, the balance sheet on the day of the establishment of the incorporated commodity exchange dissolved in a consolidation-type merger;
(vi)the information concerning prospects of the performance of obligations (excluding obligations succeeded to from another commodity exchange dissolved in a consolidation-type merger) of the incorporated commodity exchange established by a consolidation-type merger on and after the day of the establishment of the incorporated commodity exchange established by a consolidation-type merger;
(vii)if there is any change to the information set forth in the preceding items after the earliest day among the days set forth in the items of Article 144-13, paragraph (1) of the Act, the changed information.
(Information to be Disclosed after the Fact by an Incorporated Commodity Exchange Established by a Consolidation-Type Merger)
Article 59-15The information specified by order of the competent ministry as referred to in Article 144-21, paragraph (1) of the Act is as follows:
(i)the day on which the consolidation-type merger becomes effective;
(ii)the following information at the member commodity exchange dissolved in a consolidation-type merger:
(a)the progress of the procedures related to the demand under the provisions of Article 144-3, paragraph (5) of the Act;
(b)the progress of the procedures under the provisions of Article 124 of the Act as applied mutatis mutandis pursuant to Article 144-3, paragraph (6) of the Act;
(iii)the following information concerning the incorporated commodity exchange dissolved in a consolidation-type merger:
(a)the process of the procedures related to the demand under the provisions of Article 144-16 of the Act;
(b)the progress of the procedures under the provisions of Article 144-17, paragraphs (1) and (2) of the Act (limited to the part to which Article 806, paragraphs (5) through (9) of the Companies Act are applied mutatis mutandis), Article 144-18, paragraphs (1) and (2) of the Act (limited to the part to which Article 808, paragraphs (5) through (10) of the Companies Act are applied mutatis mutandis), and Article 144-11, paragraphs (1) through (5) of the Act as applied mutatis mutandis pursuant to Article 144-19 of the Act;
(iv)the information concerning important rights and obligations which the incorporated commodity exchange established by a consolidation-type merger succeeded to from the commodity exchange dissolved in a consolidation-type merger through a consolidation-type merger;
(v)beyond what is set forth in the preceding items, important information concerning consolidation-type merger.
(Information to be Disclosed after the Fact by an Incorporated Commodity Exchange Established by a Consolidation-Type Merger)
Article 59-16The information specified by order of the competent ministry as prescribed in Article 144-21, paragraph (2) of the Act is the information stated or recorded in a document or an electronic or magnetic record which the commodity exchange dissolved in a consolidation-type merger has kept pursuant to the provisions of Article 144-3, paragraph (1) and Article 144-13, paragraph (1) of the Act (excluding the content of the consolidation-type merger contract).
(Documents Attached to a Written Application for Authorization of Merger)
Article 60The documents specified by order of the competent ministry as referred to in Article 145, paragraph (3) of the Act are the following documents (in cases of documents certified by a public agency, limited to documents prepared within three months prior to the date of filing the application for authorization):
(i)a document stating the reasons for the merger;
(ii)a document specified as follows in accordance with the cases set forth in each sub-item:
(a)in cases where an officer of a commodity exchange surviving a merger or a commodity exchange established by a merger is a foreign national: a copy of the residence certificate, etc. and curriculum vitae of the officer, and a document pledging that the person does not fall under any of the provisions of Article 15, paragraph (2), item (i), sub-items (a) through (k) of the Act;
(b)in cases where an officer of a commodity exchange surviving a merger or a commodity exchange established by a merger is a corporation: a certificate of the registered information of the officer, a document stating the history of the corporation, and a document pledging that the officer does not fall under the provisions of Article 15, paragraph (2), item (i), (l) of the Act;
(c)in cases where an officer of a commodity exchange surviving a merger or a commodity exchange established by a merger is neither a foreign national nor a corporation: a copy of the residence certificate, etc. and curriculum vitae of the officer, a certification issued by a public agency proving that the person does not fall under the provisions of Article 15, paragraph (2), item (i), (b) of the Act, and a document pledging that the person does not fall under any of the provisions of sub-item (a) or sub-items (c) through (k) of that item;
(iii)a document stating the name or trade name of a member, etc., and the address of the principal office or head office of the member, etc., a document pledging that the person does not fall under any of the provisions of the items of Article 31, paragraph (1) of the Act, and in cases of completing settlement by the methods set forth in Article 105, item (i) of the Act for one or more commodity markets that the commodity exchange related to the application seeks to open, a record concerning the person's net assets prepared according to Form No. 1 within 30 days prior to the date of application for authorization;
(iv)minutes of the general meeting of members concerning the merger of each commodity exchange that implements the merger (in cases of a member commodity exchange, meaning the general meeting of members referred to in Article 144, paragraph (4), Article 144-2, paragraph (2), or Article 144-3, paragraph (4) of the Act; in cases of an incorporated commodity exchange, meaning the shareholders meeting referred to in Article 144-6, paragraph (1) and Article 144-14, paragraph (1) of the Act, and Article 783, paragraph (1), Article 795, paragraph (1), or Article 804, paragraph (1) of the Companies Act), and other documents proving that necessary procedures have been taken;
(v)a document disclosing the status of the property, income and expenditure of each commodity exchange that implements merger (in cases of a member commodity exchange, the settlement related documents, etc. for the final business year; in cases of an incorporated commodity exchange, the financial statements, etc. of the final business year and their annexed detailed statements);
(vi)when a public notice or notification is given pursuant to the provisions of Article 124, paragraph (2) as applied mutatis mutandis pursuant to Article 144, paragraph (6), Article 144-2, paragraph (4), and Article 144-3, paragraph (6) of the Act, Article 144-11, paragraph (2) of the Act (including as applied mutatis mutandis pursuant to Article 144-19 of the Act), or Article 789, paragraph (2), Article 799, paragraph (2), Article 810, paragraph (2) of the Companies Act, (in cases where the public notice is given through a daily newspaper which publishes matters on current events, or an electronic public notice in addition to an Official Gazette pursuant to the provisions of Article 124, paragraph (3), Article 144-11, paragraph (3) of the Act (including as applied mutatis mutandis pursuant to Article 144-19), or Article 789, paragraph (3), Article 799, paragraph (3), or Article 810, paragraph (3) of the Companies Act, a public notice through those means), and a creditor has made an objection, a document proving that payment has been made or a reasonable collateral has been provided to the creditor, and reasonable property has been deposited for the purpose of having the creditor receive the payment, or that the merger is not likely to harm the creditor;
(vii)a document stating the method succeeding the business related to transactions in a commodity market which has been opened by a commodity exchange to be dissolved by a merger;
(viii)a document stating the status of securing employees who have the knowledge and experience on the business of a commodity exchange and the status of the assignment of those employees (limited to a case in which a commodity exchange after the merger is an incorporated commodity exchange);
(ix)a document stating the estimated transaction volume of futures transactions for one year after the merger in the commodity market which they seek to open;
(x)in cases of seeking to open a commodity market related to a listed commodity at the time of a merger, a document stating that it is appropriate to conduct transactions of component products of listed commodities in a single commodity market;
(xi)in cases of seeking to open a commodity market at the time of a merger by specifying two or more commodity indices as a single listed commodity index, a document stating that the majority of the goods or electric power subject to the two or more commodity indices are common to one another.
(Submission of a Doctor's Medical Certificate)
Article 60-2In cases where an application for the authorization under Article 145, paragraph (1) of the Act is filed, and the competent minister finds it necessary for examining whether officers of the commodity exchange after the merger include any person who falls under Article 15, paragraph (2), item (i), sub-item (a) or (k) of the Act (limited to the part related to (a)), the minister may request the applicant to submit a doctor's medical certificate stating the name of the illness of the person subject to the examination, whether the person has any mental impairment and the level of the mental impairment, causes of the illness, catamnestic observation, prospects of recovery, and other remarks for reference.
(Market Price in Cases of Processing any Fractional Shares less than One Share due to Issuance of Shares)
Article 60-3The method specified by order of the competent ministry as prescribed in Article 234, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 150 of the Act following the deemed replacement of terms are the method of considering the price of shares prescribed in Article 234, paragraph (2) of the Companies Act as applied mutatis mutandis pursuant to Article 150 of the Act following the deemed replacement of terms to be the prices specified in the following items in accordance with the category of cases set forth in each of those items:
(i)in cases the shares are sold by a transaction in a market: the price at sale by the transaction;
(ii)in cases other than that set forth in the preceding item: either of the following prices, whichever is higher:
(a)the closing price in the market where the shares are traded on the date of sale (if there is no buying or selling transaction on the date of the sale, or if the date of the sale is a holiday of the market, the price of the first buying and selling transactions conducted after the date of the sale); or
(b)if the shares are subject to a tender offer, etc. on the date of the sale, the price of the shares under the contract related to the tender offer, etc. on the date of the sale.
(Necessary Information Concerning Calculation at the Time of Merger)
Article 60-4The necessary information concerning the calculation at the time of a merger specified by order of the competent ministry pursuant to the provisions of Article 154, paragraph (2) of the Act is as specified in the provisions of the following Article through Article 60-13.
(Consideration of Accounting Practices)
Article 60-5With regard to the interpretation of terms set forth in the following Article through Article 60-13 and the application of such provisions, generally accepted corporate accounting standards and other accounting practices must be taken into consideration.
(Amount of Change in Members' Assets of a Member Commodity Exchange Surviving an Absorption-Type Merger in Cases where All or Part of the Consideration of an Absorption-Type Merger is a Contribution of the Member Commodity Exchange Surviving an Absorption-Type Merger)
Article 60-6(1)In cases where all or part of the consideration of an absorption-type merger (meaning property delivered to members of a member commodity exchange dissolved in an absorption-type merger by the member commodity exchange surviving an absorption-type merger; hereinafter the same applies in this paragraph and the following Article) at the time of an absorption-type merger (meaning an absorption-type merger referred to in Article 140 of the Act; hereinafter the same applies in this paragraph and the following Article) is the contribution of the member commodity exchange surviving the absorption-type merger, the total amount of the members' capital (meaning the members' capital referred to in Article 16, paragraph (1), item (i); hereinafter the same applies) that changes in the member commodity exchange surviving the absorption-type merger (referred to as "amount of change in members' capital" in the following paragraph) is the amount to be decided in accordance with the category of the cases set forth in the following items, by the methods specified in each of those items:
(i)in the case (excluding cases that fall under a controlling acquisition by a member commodity exchange dissolved in an absorption-type merger) where the absorption-type merger falls under a controlling acquisition (meaning the case in which a member commodity exchange obtains control of another member commodity exchange (in cases where that member commodity exchange and the other member commodity exchange are in a common control relationship, excluding the other member commodity exchange; hereinafter the same applies in this item) or the business of the other member commodity exchange; the same applies hereinafter in this item and Article 60-9): the method of calculation using the market value of the consideration of the absorption-type merger (meaning the value of the consideration of the absorption-type merger calculated by using the market value of the consideration of the consolidation-type merger or other appropriate method) or the property subject to an absorption-type merger (meaning property that a member commodity exchange surviving an acquisition-type merger succeeds to through an absorption-type merger; hereinafter the same applies in the following item) as the basis;
(ii)in cases where a member commodity exchange surviving an absorption-type merger and a member commodity exchange dissolved in an absorption-type merger are in a common control relationship: the method of calculating the book value immediately prior to an absorption-type merger of the property subject to an absorption-type merger as the basis (for portions that should be calculated by the method prescribed in the preceding item, that method);
(iii)in cases other those set forth in the preceding two items: the method prescribed in the preceding item.
(2)In cases referred to in the preceding paragraph, the increased amounts of the contribution, membership fee, and capital surplus of the member commodity exchange surviving an absorption-type merger are the amounts respectively determined by the member commodity exchange surviving an absorption-type merger in accordance with the provisions of the absorption-type merger contract within the scope of the amount of change in members' capital, and the amount of the statutory capital and accumulated profits are not to change; provided, however, that in cases where the amount of change in members' capital is less than zero, the amount of change in members' capital is the decreased amount of the accumulated profit, and the amounts of the contribution, membership fee, and statutory capital do not change.
(3)The term "common control relationship" as used in paragraph (1) means a relationship related to two or more persons (including those without legal personality; hereinafter the same applies in this paragraph) in cases where the two or more persons are controlled (excluding temporary control; hereinafter the same applies in this paragraph) by the same person or cases where one of the two or more persons control all of the other persons.
(Amount of Change in Members' Capital of a Member Commodity Exchange Surviving an Absorption-Type Merger in the Cases of Succeeding to Members' Capital)
Article 60-7(1)Notwithstanding the provisions of the preceding Article, in cases where all of the consideration of an absorption-type merger is the contribution of a member commodity exchange surviving an absorption-type merger, and it is appropriate to make a calculation by considering that the member commodity exchange dissolved in an absorption-type merger succeeds to the members' capital immediately prior to the absorption-type merger, the amounts of the contribution, membership fee, capital surplus, statutory capital, and accumulated profit of the member commodity exchange dissolved in an absorption-type merger immediately prior to the absorption-type merger may be considered the amounts of change of the contribution, membership fee, capital surplus, statutory capital, and accumulated profit of the member commodity exchange surviving an absorption-type merger.
(2)In cases where there is no consideration of an absorption-type merger, when it is appropriate to make a calculation by considering that the member commodity exchange dissolved in an absorption-type merger succeeds to the members' capital immediately prior to the absorption-type merger, the sum of the contribution, membership fee, and capital surplus of the member commodity exchange dissolved in an absorption-type merger prior to the absorption-type merger may be considered the amount of change in capital surplus of the member commodity exchange surviving an absorption-type merger, and the amounts of the statutory capital and accumulated profits immediately prior to an absorption-type merger may be considered the amount of change in accumulated profit of the member commodity exchange surviving an absorption-type merger.
(Application of Order of the Ministry of Justice in Cases of an Absorption-Type Merger of a Member Commodity Exchange and an Incorporated Commodity Exchange)
Article 60-8With regard to the application of the provisions of Article 11 and Part II, Chapter III, Section 4, Subsection 1 of the Regulations on Corporate Accounting in cases of an absorption-type merger between a member commodity exchange and an incorporated commodity exchange, in Article 36 of that Order, the phrase "the net assets immediately prior to an absorption-type merger" is deemed to be replaced with "the members' capital immediately prior to an absorption-type merger", the phrase "the amounts of stated capital, capital surplus, and accumulated profit" is deemed to be replaced with "the amounts of the contribution, membership fee, capital surplus, statutory capital, and accumulated profit", the phrase "the amount of other capital surplus" is deemed to be replaced with "the amount of capital surplus", the phrase, "stated capital and capital surplus" is deemed to be replaced with "the contribution, membership fee, and capital surplus", and the phrase "the amount of accumulated profit immediately prior to an absorption-type merger" is deemed to be replaced with "the statutory capital and accumulated profit immediately prior to an absorption-type merger".
(Members' Capital of a Member Commodity Exchange Established by a Consolidation-Type Merger in Cases of Falling Under Control Acquisition)
Article 60-9(1)In cases where a consolidation-type merger (meaning a consolidation merger referred to in Article 141 of the Act; hereinafter the same applies in this paragraph, paragraph (1) of the following Article, and Article 60-11, paragraph (1)) falls under control acquisition, the total amount of the members' capital at the establishment of a member commodity exchange established by a consolidation-type merger is to be the total amount of the amounts prescribed in each of the following items in accordance with the category of the parts set forth in those items (referred to as "amount of change in members' capital" in the following paragraph):
(i)the part related to the member commodity exchange acquired through a consolidation-type merger (meaning a member commodity exchange dissolved in a consolidation-type merger that acquires control through a consolidation-type merger; hereinafter the same applies in this Article): the amount determined by the method of calculation using the book value immediately prior to a consolidation-type merger of the property of the member commodity exchange acquired through a consolidation-type merger as the basis;
(ii)the part related to a member commodity exchange dissolved in a consolidation-type merger other than a member commodity exchange acquired through a consolidation-type merger: the market value of the consideration of the consolidation-type merger to be delivered to a member of the member commodity exchange dissolved in a consolidation-type merger (meaning the market value of the consideration of the consolidation-type merger (meaning the property delivered to members of a member commodity exchange dissolved in a consolidation-type merger by the member commodity exchange established by a consolidation-type merger at the time of the consolidation-type merger; the same applies hereinafter) or the value of the consideration of the consolidation-type merger calculated by other appropriate methods) or the market value of the property subject to a consolidation-type merger (meaning the property that a member commodity exchange established by an consolidation-type merger succeeds to through an consolidation-type merger; the same applies in Article 60-10, paragraph (1)).
(2)In cases referred to in the preceding paragraph, the amounts of the contribution, membership fee, and capital surplus at the time of establishing the member commodity exchange established by a consolidation-type merger are the amounts respectively determined by the member commodity exchange dissolved in an absorption-type merger in accordance with the provisions of the consolidation-type merger contract within the scope of the amount of change in members' capital, and the amounts of the statutory capital and accumulated profits are to be zero; provided, however, that in cases where the amount of change in members' capital is less than zero, that amount is the amount of the accumulated profit at the time of establishment, and the amounts of the contribution, membership fee, capital surplus, and statutory capital are to be zero.
(3)Notwithstanding the provisions of the preceding two paragraphs, in cases referred to in paragraph (1), when all of the consideration of a consolidation-type merger delivered to the members of a member commodity exchange acquired through a consolidation-type merger is the contribution of a member commodity exchange established by a consolidation-type merger, the amounts of the contribution, membership fee, capital surplus, statutory capital, and accumulated profit at the time of establishment of the member commodity exchange established by a consolidation-type merger may be considered the total amount of the amounts respectively calculated by applying mutatis mutandis the provisions in each of the following items in accordance with the category of the parts set forth in those items:
(i)the part related to the member commodity exchange acquired through a consolidation-type merger: the provisions of Article 60-11;
(ii)the part related to a member commodity exchange dissolved in a consolidation-type merger other than a member commodity exchange acquired through a consolidation-type merger: the provisions of paragraph (1) (excluding the part related to item (i) of that paragraph) and the preceding paragraph.
(Members' Capital of a Member Commodity Exchange Established by a Consolidation-Type Merger in Cases Where There is a Common Control Relationship)
Article 60-10(1)In cases where all of the member commodity exchanges dissolved in a consolidation-type merger (meaning a common control relationship prescribed in Article 60-6, paragraph (3)), the total amount of the members' capital at the time of establishment of a member commodity exchange established by a consolidation-type merger is the amount determined by the method of calculation using the book value immediately prior to the consolidation-type merger of the property subject to a consolidation-type merger (for parts that should be calculated by the method prescribed in the paragraph (1), item (ii) of the preceding Article, that method) as the basis.
(2)In cases referred to in the preceding paragraph, the amounts of the contribution, membership fee, capital surplus, statutory capital, and accumulated profit at the time of establishment of a member commodity exchange established by a consolidation-type merger are the total amount of the amounts respectively calculated by applying mutatis mutandis the provisions in each of the following items in accordance with the category of the parts set forth in those items:
(i)the part related to a member commodity exchange dissolved in a consolidation-type merger that succeeds to members' capital (meaning the member commodity exchange dissolved in a consolidation-type merger in cases where it is determined that the member commodity exchange dissolved in a consolidation-type merger will be a member commodity exchange dissolved in a consolidation-type merger that succeeds to members' capital prescribed in this item when all of the consideration for a consolidation-type merger to be received by the members of a member commodity exchange dissolved in a consolidation-type merger is the contribution of the member commodity exchange established by a consolidation-type merger): the provisions of paragraph (1) of the following Article;
(ii)the part related to a member commodity exchange dissolved in a consolidation-type merger that does not succeed to members' capital (meaning a dissolving member commodity exchange with no consideration to deliver (meaning a member commodity exchange dissolved in a consolidation-type merger in which there is no consideration of the consolidation-type merger to be delivered to members of the member commodity exchange dissolved in a consolidation-type merger; the same applies in paragraph (2) of the following Article) and a member commodity exchange dissolved in a consolidation-type merger other than a member commodity exchange dissolved in a consolidation-type merger that succeeds to members' capital): the provisions of paragraph (2) of the preceding Article.
(Members' Capital of a Member Commodity Exchange Established by a Consolidation-Type Merger in Cases of Succeeding to Members' Capital)
Article 60-11(1)In cases referred to in paragraph (1) of the preceding Article, when all of the consideration of the consolidation-type merger is the contribution of the member commodity exchange established by a consolidation-type merger and it is appropriate to do a calculation by considering that the members' capital of a member commodity exchange dissolved in a consolidation-type merger immediately prior to a consolidation-type merger will be succeeded to, the total amounts of the contributions, membership fees, capital surplus, statutory capital, and accumulated capital of each member commodity exchange dissolved in consolidation-type merger immediately prior to a consolidation-type merger may be considered to be the amount of the contribution, membership fee, capital surplus, statutory capital, and accumulated capital at the time of establishment of the member commodity exchange established by a consolidation-type merger.
(2)Notwithstanding the provisions of the preceding paragraph, in cases referred to in the preceding paragraph, when there is a dissolving member commodity exchange with no consideration to deliver, the sum of the contribution, membership fee, and capital surplus of the dissolving member commodity exchange with no consideration to deliver is deemed to be the amount of the capital surplus of the dissolving member commodity exchange with no consideration to deliver, the amounts of the statutory capital and accumulated profit of the dissolving member commodity exchange with no consideration to deliver are deemed the amounts of the accumulated profit of the dissolving member commodity exchange with no consideration to deliver, and the provisions of that paragraph apply.
(Members' Capital of a Member Commodity Exchange Established by a Consolidation-Type Merger in Other Cases)
Article 60-12In cases other than the cases prescribed in Article 60-9, paragraph (1) and Article 60-10, paragraph (1), the amounts of the contribution, membership fee, capital surplus, statutory capital, and accumulated profit at the time of establishment of a member commodity exchange established by a consolidation-type merger are calculated pursuant to the provisions of those Articles and the preceding Article.
(Application of Order of the Ministry of Justice in Cases of a Consolidation-Type Merger Between a Member Commodity Exchange and an Incorporated Commodity Exchange)
Article 60-13With regard to the application of the provisions of Article 11, Part II, Chapter III, Section 6, Subsection 2 of the Regulations on Corporate Accounting for cases of a consolidation-type merger between a member commodity exchange and an incorporated commodity exchange, in Article 47, paragraph (1) of that Order, the term "shareholders' equity, etc." is deemed to be replaced with "members' capital and shareholders' equity, etc.", the phrase "respective totals of the stated capital, capital surplus, and accumulated profit " is deemed to be replaced with "respective totals of contribution, stated capital, membership fee, capital surplus, and statutory capital, and accumulated profit", the term "other capital surplus (" is deemed to be replaced with "capital surplus and other capital surplus (", and in paragraph (2) of that Article, the term "stated capital and capital surplus" is deemed to be replaced with "contributions, membership fee, and capital surplus, or stated capital and capital surplus", the term "amount of other capital surplus" is deemed to be replaced with "capital surplus or other capital surplus", and the term "amount of accumulated profit" is deemed to be replaced with "amount of statutory capital and accumulated profit or accumulated profit", and the term "amount of other accumulated profit" is deemed to be replaced with "amount of accumulated profit or other accumulated profit".
(Documents Attached to a Written Application for Authorization of a Change to Articles of Incorporation)
Article 61The documents specified by order of the competent ministry as referred to in Article 155, paragraph (2) of the Act are those specified in the following items in accordance with the category of cases set forth in each of those items:
(i)in cases where the application for change concerns the establishment of a commodity market of a member commodity exchange: the documents set forth in the following sub-items:
(a)a document that states the reasons for the change;
(b)a comparative table of the prior and amended provisions;
(c)minutes of a general meeting of members and other documents proving that necessary procedures have been taken;
(d)a document proving that the total number of persons who are members of the member commodity exchange seeking to establish a commodity market for each commodity market which is planned to be newly established and who seek to conduct transactions in the commodity market, and persons who seek to become members of the member commodity exchange seeking to conduct transactions in the commodity market (limited to persons who have completed payment of the full amount of the contribution) are 20 or more;
(e)a document pledging that the majority of persons who are or seek to become members prescribed in sub-item (d) fall under the persons specified in the items of Article 10, paragraph (2) of the Act in relation to the commodity market;
(f)a document pledging that the person who seeks to become a member, etc. of the commodity exchange and seeks to conduct transactions in the commodity market does not fall under any of the provisions of the items of Article 31, paragraph (1) of the Act;
(g)in cases of completing settlements by the method set forth in Article 105, item (i) of the Act at one or more commodity markets which are planned to be newly established, a record concerning the amount of the net assets of a person who is or seeks to become a member prescribed in (d) which is prepared according to Form No. 1 within 30 days prior to the date of filing the application of authorization;
(h)a document stating the estimated transaction volume of futures transactions in a commodity market which the person seeks to open for one year after opening the commodity market;
(i)in cases of seeking to open a commodity market related to a listed commodity, a document stating that it is appropriate to conduct transactions of component products of listed commodities in a single commodity market;
(j)in cases of seeking to open a commodity market by specifying two or more commodity indices as a single listed commodity index, a document stating that the majority of the goods or electric power subject to the two or more commodity indices are common to one another;
(ii)in cases where the application for change relates to a change of the scope of a listed commodity or listed commodity index on a commodity market of a member commodity exchange (excluding abolition or narrowing of the scope; hereinafter the same applies in this item) or a change to the type of transaction, the documents set forth in the following sub-items:
(a)a document that states the reasons for the change;
(b)a comparative table of the prior and amended provisions;
(c)minutes of a general meeting of members and other documents proving that necessary procedures have been taken;
(d)in cases where settlement is completed in a commodity market related to the change by a method set forth in Article 105, item (i) of the Act and the minimum amount of the net assets of members who conduct transactions in the commodity market has been changed, a record concerning the amount of the net assets of members which is prepared according to Form No. 1 within 30 days prior to the filing of the application for authorization;
(e)a document stating the estimated transaction volume of futures transactions in a commodity market related to the change for one year after the change;
(f)in cases of changing the scope of a listed commodity, a document stating that it is appropriate to conduct transactions of two or more component products of listed commodities in a single commodity market;
(g)in cases of changing the scope of a listed commodity index that specify two or more commodity indices as a single listed commodity index, a document stating that the majority of goods or electric power subject to the two or more commodity indices are common to one another;
(iii)in cases related to the abolition or change of the term of a member commodity exchange, the existence date of a commodity market of a member commodity exchange, or the period for changing the scope (meaning the period for changing the scope prescribed in Article 11, paragraph (4) of the Act) which a member commodity exchange specifies in its articles of incorporation: the documents set forth in the following sub-items:
(a)a document that states the reasons for the change;
(b)a comparative table of the prior and amended provisions;
(c)minutes of a general meeting of members and other documents proving that necessary procedures have been taken;
(d)a document stating the estimated transaction volume of futures transactions in the commodity market related to the change for one year after the change;
(iv)in cases other than those set forth in the preceding three items, documents set forth in the following sub-items:
(a)a document that states the reasons for the change;
(b)a comparative table of the prior and amended provisions;
(c)minutes of a general meeting of members or a shareholders meeting and other documents proving that necessary procedures have been taken.
(Documents Attached to a Written Application for Authorization of a Change to Operational Rules, Entrustment Contract Regulations, Dispute Resolution Rules, or Market Transactions Surveillance Committee Rules)
Article 62The documents specified by order of the competent ministry as referred to in Article 156, paragraph (2) of the Act are those specified in the following items in accordance with the category of cases set forth in each of those items:
(i)in cases where the application for concerns the establishment of a commodity market by an incorporated commodity exchange, the documents set forth in the following sub-items:
(a)a document that states the reasons for the change;
(b)a comparative table of the prior and amended provisions;
(c)a document proving that procedures for changes specified by the articles of incorporation or other rules have been completed;
(d)a document proving that the total number of persons who are trading participants of an incorporated commodity exchange seeking to establish a commodity market for each commodity market which is planned to be newly established and who seek to conduct transactions in the commodity market, and persons who seek to become trading participants of the incorporated commodity exchange and seek to conduct transactions in the commodity market is 20 or more;
(e)a document pledging that the majority of persons who are or seek to become trading participants prescribed in (d) fall under the persons specified in Article 28, paragraph (1), item (v), (a) or (b) with regard to the commodity market;
(f)a document pledging that the person who seeks to become a trading participant of the incorporated commodity exchange and seeks to conduct transactions in the commodity market does not fall under any of the provisions of the items of Article 31, paragraph (1) of the Act;
(g)in cases of completing settlements by the method set forth in Article 105, item (i) of the Act at one or more commodity markets which are planned to be newly established, a record concerning the amount of the net assets of a person who is or seeks to become a trading participant prescribed in (d) which is prepared according to Form No. 1 within 30 days prior to the date of filing the application for authorization;
(h)a document stating the estimated transaction volume of futures transactions in a commodity market which the person seeks to open for one year after the opening;
(i)in cases of seeking to open a commodity market related to a listed commodity, a document stating that it is appropriate to trade component products of listed commodities in a single commodity market;
(j)in cases of seeking to open a commodity market by specifying two or more commodity indices as a single listed commodity index, a document stating that the majority of the goods or electric power subject to the two or more commodity indices are common to one another;
(ii)in cases where the application for amendment relates to a change to the scope of a listed commodity or listed commodity index in a commodity market of an incorporated commodity exchange (excluding abolition or narrowing of the scope; hereinafter the same applies in this item) or a change to the type of transaction, the documents set forth in the following sub-items:
(a)a document that states the reasons for the change;
(b)a comparative table of the prior and amended provisions;
(c)a document proving that procedures for changes specified by the articles of incorporation or other rules have been completed;
(d)in cases of completing a settlement in a commodity market related to the change by a method set forth in Article 105, item (i) of the Act and the minimum amount of the net assets of trading participants who conduct transactions in the commodity market has been changed, a record concerning the amount of the net assets of trading participants which is prepared according to Form No. 1 within 30 days prior to the filing of the application for authorization;
(e)a document stating the estimated transaction volume of futures transactions in the commodity market related to the change for one year after the change;
(f)in cases of changing the scope of a listed commodity, a document stating that it is appropriate to conduct transactions of two or more component products of listed commodities on a single commodity market;
(g)in cases of changing the scope of a listed commodity index that specifies two or more commodity indices as a single listed commodity index, a document stating that the majority of goods or electric power subject to the two or more commodity indices are common to one another;
(iii)in cases related to the abolition or change of the term of existence as an incorporated commodity exchange, the expiration date of a commodity market of the incorporated commodity exchange, or the period for changing the scope (meaning the period of changing the scope prescribed in Article 102, paragraph (3) of the Act) specified by the incorporated commodity exchange in the operational rules: the documents set forth in the following sub-items:
(a)a document that state the reasons for the change;
(b)a comparative table of the prior and amended provisions;
(c)a document proving that procedures for changes specified by the articles of incorporation or other rules have been completed;
(d)a document stating the estimated transaction volume of futures transactions in the commodity market related to the change for one year after the change;
(iv)in cases other than those set forth in the preceding three items: documents set forth in the following sub-items:
(a)a document that states the reasons for the change;
(b)a comparative table of the prior and amended provisions;
(c)a document proving that procedures for changes specified by the articles of incorporation or other rules have been completed.
(Parent Corporation or Affiliated Corporation)
Article 63(1)The entities specified by order of the competent ministry as referred to in Article 22-2, paragraph (2) of the Order are the corporation, etc. (meaning the corporation, etc. prescribed in that paragraph; hereinafter the same applies in this Article) set forth in the following items; provided, however, that this does not apply when it is found to be clear that the corporation, etc. does not control the decision-making body (meaning the decision-making body prescribed in that paragraph; hereinafter the same applies in this paragraph) of another corporation, etc., from their financial, operational, or business relationships:
(i)a corporation, etc. that holds on its own account, a majority of the voting rights of another corporation, etc. (excluding another corporation, etc. subject to an order for the commencement of bankruptcy proceedings, the commencement of rehabilitation proceedings, or the commencement of reorganization proceedings, and other corporation, etc. equivalent to the corporation, etc., where no effective dominant-subordinate relationship is found to exist; hereinafter the same applies in this paragraph);
(ii)a corporation, etc. that holds on its own account, forty percent or more and fifty percent or less of the voting rights of another corporation, etc. and satisfies any of the following requirements:
(a)the total number of voting rights held by the corporation, etc. on its own account and the voting rights held by persons who are found to exercise their voting rights in the manner intended by the corporation, etc. due to a close relationship in terms of contribution, personnel affairs, funds, technology, transactions or other matters, and by persons who agree to exercise their voting rights in the manner intended by the corporation, etc., constitute a majority of the voting rights of the other corporation, etc.;
(b)persons who are officers (meaning company directors, executive officers, accounting advisors (when an accounting advisor is a corporation, including a member who is to perform the duties of the corporation), company auditors, or persons holding a position similar to these positions) of the corporation, etc., members or employees of the corporation, etc. who execute the business, or persons who formerly held those positions, and are capable of influencing the decision of the other corporation, etc. with regard to its financial and operational or business policies, account for a majority of the members of the board of directors or other equivalent organ of the other corporation, etc.;
(c)there is a contract, etc. concluded between the corporation, etc. and the other corporation, etc. which provides for control over decision of the other corporation, etc. with regard to its important financial and operational or business policies;
(d)the corporation, etc. provides a loan (including guarantee of obligations and provision of collateral; the same applies hereinafter) that accounts for more than half of the total amount of the procured funds of the other corporation, etc. (limited to those recorded in the liability section of the balance sheet) (including cases where the amount of the loan accounts for more than half of the total amount of the procured funds when combined with the amount of the loan provided by a person that has a close relationship with the corporation, etc. in terms of contribution, personnel affairs, funds, technology, transactions or other matters);
(e)there is other fact implying that the corporation, etc. has control over the decision-making body of the other corporation, etc.;
(iii)when the total number of voting rights held by the corporation, etc. on its own account and the voting rights held by persons who are found to exercise their voting rights in the manner intended by the corporation, etc. due to a close relationship in terms of contribution, personnel affairs, funds, technology, transactions or other matters, or by persons who agree to exercise their voting rights in the manner intended by the corporation, etc. constitutes a majority of the voting rights of the other corporation, etc. (including cases where that corporation, etc. does not hold the voting rights on its own account), that corporation which falls under any of the requirements set forth in sub-items (b) through (e) of the preceding item.
(2)The persons specified by order of the competent ministry as referred to in Article 22-2, paragraph (3) of the Order are those set forth in the following items; provided, however, that this does not apply when it is found to be clear, from financial, operational, or business relationships, that the corporation, etc. (including a subsidiary corporation, etc. (meaning the subsidiary corporation, etc. prescribed in paragraph (2) of that Article; hereinafter the same applies in this Article) of the corporation, etc.) is unable to exert a material influence on the decision of another corporation, etc. other than a subsidiary corporation, etc. with regard to its financial and operational or business policies:
(i)when a corporation, etc. (including a subsidiary corporation, etc. of the corporation, etc.) holds on its own account, not less than 20 percent of the voting rights of another corporation, etc. other than a subsidiary corporation, etc. (excluding another corporation, etc. other than a subsidiary corporation, etc. subject to an order for the commencement of bankruptcy proceedings, the commencement of rehabilitation proceedings, or the commencement of reorganization proceedings, and other corporation, etc. other than a subsidiary corporation, etc. equivalent to them, for which the corporation, etc. is found to be unable to exert a material influence on decisions with regard to its financial and operational or business policies; hereinafter the same applies in this paragraph), the other corporation, etc. other than a subsidiary corporation, etc.;
(ii)when a corporation, etc. (including a subsidiary corporation, etc. of the corporation, etc.) holds on its own account, fifteen percent or more and less than twenty percent of the voting rights of another corporation, etc. other than a subsidiary corporation, etc., the other corporation, etc. other than a subsidiary corporation, etc. which satisfies any of the following requirements:
(a)any person who is or was an officer, member that executes business, or employee of the corporation, etc., and capable of influencing the decision of the other corporation, etc. with regard to its financial and operational or business policies, has been appointed as a representative director, company director, or an equivalent post of the other corporation, etc.;
(b)important loan is provided by the corporation, etc.;
(c)important technology is provided by the corporation, etc.;
(d)it conducts important operational or business transactions with the corporation, etc.;
(e)there is other fact implying that the corporation, etc. is able to exert a material influence on decisions with regard to its financial and operational or business policies;
(iii)when the total number of voting rights held by a corporation, etc. (including a subsidiary corporation, etc. of the corporation, etc.) on its own account and the voting rights held by persons who are found to exercise their voting rights in the manner intended by the corporation, etc. due to a close relationship in terms of contribution, personnel affairs, funds, technology, transactions or other matters, or by persons who agree to exercise their voting rights in the manner intended by the corporation, etc. constitutes twenty percent or more of the voting rights of the other corporation, etc. other than a subsidiary corporation, etc. (including cases in which that corporation, etc. does not hold the voting rights on its own account), another corporation, etc. other than a subsidiary corporation, etc. which falls under any of the requirements set forth in sub-items (a) through (e) of the preceding item.
(Requirements for a Committee Member of a Market Transactions Surveillance Committee)
Article 64The requirements specified by order of the competent ministry as referred to in Article 166, paragraph (1) of the Act are that the committee member falls under all of the following items; provided, however, that this does not apply to when the approval of the competent minister has been obtained:
(i)the committee member does not fall under any of the provisions of Article 15, paragraph (2), item (i), sub-items (a) through (k) of the Act;
(ii)the committee member must not have any relationship with a business organization related to transactions of component products of listed commodities, etc. (meaning component products of listed commodities, etc., prescribed in Article 15, paragraph (1), item (i) of the Act; the same applies hereinafter);
(iii)the committee member has not accepted consignment of transactions, etc. in the commodity market (excluding commodity clearing transactions), become an officer, advisor, or councilor of a company that conducts transactions in the commodity market in the course of trade and directly or indirectly participate in the management of the company, receive counter-performance from the company, nor invest in the company.
(Market Transactions Surveillance Committee Rules)
Article 65The matters specified by order of the competent ministry as referred to in Article 166, paragraph (3) of the Act are as follows:
(i)matters concerning a guarantee of the status of a committee member;
(ii)matters concerning the maintenance of confidential information learned in the course of duties by the committee member; and
(iii)matters concerning an opinion of a market transactions surveillance committee.
(Documents Attached to a Written Application for a License of a Commodity Clearing Organization)
Article 66The documents specified by order of the competent ministry as referred to in Article 168, paragraph (2) of the Act are as follows (in cases of documents certified by a public agency, limited to those prepared within three months prior to the date of filing the application for a license):
(i)a certificate of the registered information;
(ii)the financial statements, etc. for the immediately preceding business year and attached certificates;
(iii)a document stating the estimated income and expenditures for the three years after the commencement of the business;
(iv)a document stating the name or trade name, the address or location of the major shareholder (meaning a shareholder holding 10 percent or more of the voting rights (meaning a voting right prescribed in the main clause of Article 86, paragraph (1) of the Act; hereinafter the same applies in this item) of all shareholders; the same applies hereinafter), and the number of voting rights that the major shareholder holds;
(v)a document stating an outline of a parent corporation, etc. (meaning a corporation or other organization that holds the majority of voting rights (meaning a voting right prescribed in the preceding item) of the all shareholders of a commodity clearing organization) and a subsidiary corporation, etc. (meaning a corporation or other organization that holds the majority of the voting rights (meaning a voting right prescribed in Article 9, paragraph (1), item (iii) of the Order) of all shareholders, etc. of a commodity clearing organization);
(vi)a document pledging that the commodity clearing organization does not fall under any of the provisions of Article 15, paragraph (2), item (i), sub-items (c) through (e) or sub-item (i) of the Act;
(vii)a document specified as follows in accordance with the cases set forth in each sub-item:
(a)in cases where an officer is a foreign national: a copy of the residence certificate, etc., and a curriculum vitae of the officer, and a document pledging that the person does not fall under any of the provisions of Article 15, paragraph (2), item (i), sub-items (a) through (k) of the Act;
(b)in cases where an officer is a corporation: a certificate of the registered information of the officer, a document stating the history of the corporation, and a document pledging that the person does not fall under the provisions of Article 15, paragraph (2), item (i), (l) of the Act;
(c)in cases where an officer is neither a foreign national nor a corporation: a copy of the residence certificate, etc., and a curriculum vitae of the officer, a certification issued by a public agency that the person does not fall under the provisions of Article 15, paragraph (2), item (i), sub-item (b) of the Act, and a document pledging that the person does not fall under any of the provisions of sub-item (a) and sub-items (c) through (k) of that item;
(viii)a document stating the status of securing employees who have the knowledge and experience on the business of assuming commodity transaction debts and the status of the assignment of those employees;
(ix)in cases where an organizational meeting has been held, the minutes of the organizational meeting;
(x)a document stating the names or trade names of clearing participants, and the location of their principal office or head office;
(xi)records prepared by clearing participants according to Form No. 1 within 30 days prior to date of filing the application for a license concerning the amount of their net assets;
(xii)in cases where an electronic data processing system is used for the business of assuming commodity transaction debts, a document stating the outline, installation location, capacity, and maintenance method of the electronic data processing system, and the method of handling in the case of malfunction of the electronic data processing system;
(xiii)documents stating other information to be used as a reference for authorization as to whether the organization conforms to the standards set forth in Article 169, paragraph (1) of the Act.
(Submission of a Doctor's Medical Certificate)
Article 66-2In cases where an application for the license under Article 167 of the Act is filed, and the competent minister finds it necessary for examining whether the license applicant falls under Article 15, paragraph (2), item (i), (l) of the Act (limited to the part related to (a) and (k)), the minister may request the applicant to submit a doctor's medical certificate stating the name of the illness of the person subject to the examination, whether the person has any mental impairment and the level of mental impairment, causes of the illness, catamnestic observation, prospects of recovery, and other remarks for reference.
(Application for Approval of Subsidiary Business)
Article 67(1)When a commodity clearing organization seeks to receive approval pursuant to the provisions of Article 170, paragraph (2) of the Act, a written application for approval that states the following information must be submitted to the competent minister:
(i)the type of business seeking approval;
(ii)the scheduled date of the commencement of the business.
(2)The following documents must be attached to the written application for approval referred to in the preceding paragraph:
(i)a document stating the content and method of the business;
(ii)a document stating the organization which has jurisdiction over the business and the assignment of personnel;
(iii)a document stating the internal rules concerning the management of the business;
(iv)a document stating the estimated income and expenditures for the three years after the commencement of the business.
(Notification of Discontinuation of Subsidiary Business)
Article 68In cases of submitting a notification pursuant to the provisions of Article 170, paragraph (3) of the Act, a commodity clearing organization must submit a written notification stating the following information:
(i)the type of business that was approved based on the provisions of Article 170, paragraph (2) of the Act;
(ii)the date of the discontinuation of the business.
(iii)the reason for the discontinuation of the business
(Notification of Change to Amount of Stated Capital)
Article 69(1)In cases of submitting a notification under the provisions of Article 171 of the Act, a commodity clearing organization must submit a written notification stating the following information:
(i)the content of the change;
(ii)the date of the change.
(2)The documents specified in the following items in accordance with the category set forth in each of those items are to be attached to the written notification referred to in the preceding paragraph:
(i)a change to the information set forth in Article 168, paragraph (1), item (ii) or (iii) of the Act: a document set forth in Article 66, item (i);
(ii)a change to the information set forth in Article 168, paragraph (1), item (v) of the Act: a document set forth in Article 66, items (i) and (vii).
(Documents Attached to a Written Application for Approval of Subsidiary Business of the Business of Assuming Commodity Transaction Debts of a Commodity Exchange)
Article 70The documents specified by order of the competent ministry as referred to in Article 173, paragraph (3) of the Act are as follows:
(i)a document stating the organization which has jurisdiction over the business of assuming commodity transaction debts, etc. (meaning the business of assuming commodity transaction debts, etc. prescribed in Article 170, paragraph (2) of the Act; the same applies hereinafter) and the assignment of personnel;
(ii)a document stating the estimated income and expenditures for the three years after the commencement of the business of assuming commodity transaction debts, etc.;
(iii)minutes of a general meeting of members or a shareholders meeting and other documents proving that necessary procedures have been taken;
(iv)a document stating the names or trade names of the clearing participants, and the location of their principal office or head office;
(v)a record prepared by the clearing participants according to Form No. 1 within 30 days prior to the filing of the application concerning the amount of their net assets;
(vi)in cases where an electronic data processing system is used for the business of assuming commodity transaction debts, etc., a document stating the outline, installation location, capacity, and maintenance method of the electronic data processing system, and the method of handling in the case of malfunction of the electronic data processing system.
(Information to be Entered in the Statement of Operational Methods)
Article 71The information specified by order of the competent ministry as referred to in Article 175, paragraph (2), item (vii) of the Act are as follows:
(i)in cases where the business referred to in Article 170, paragraph (1) of the Act is operated, information concerning the business;
(ii)in cases where a business incidental to the business of assuming commodity transaction debts, etc. is operated, information concerning the business;
(iii)in cases where the business of assuming commodity transaction debts, etc. or another business related to the business of assuming commodity transaction debts, etc. is operated, information concerning the business;
(iv)with regard to the basic contract related to commodity clearing transactions between a clearing participant who conducts commodity clearing transactions and a member, etc., when the member, etc. seeks to close a transaction in the commodity market on behalf of a clearing participant, the fact of considering that the member, etc. applied for the commodity clearing transaction and the clearing participant has accepted consignment of the commodity clearing transaction;
(v)in cases of determining the clearing deposit prescribed in Article 180, paragraph (1) of the Act, information on the clearing deposit and its management method; and
(vi)information concerning money, securities, and other things deposited for the purpose of settlement of delivery related to transactions in a commodity market.
(Method of Depositing Clearing Margins)
Article 72(1)When receiving a deposit of clearing margins, based on the provisions of Article 179, paragraph (1) of the Act, from a broker (meaning a broker prescribed in item (i), (b) of that paragraph; hereinafter the same applies in this Article and the following Article), a consignor (meaning a consignor prescribed in (b) of that item; hereinafter the same applies in this Article and the following Article), an person that entrusts brokerage (meaning an person that entrusts brokerage prescribed in (d) of that item; hereinafter the same applies in this Article and the following Article), a clearing broker (meaning a clearing broker prescribed in item (ii), (b) of that paragraph; hereinafter the same applies in this Article and the following Article), a person entrusting clearing brokerage (meaning a person entrusting clearing brokerage prescribed in (b) of the same item; hereinafter the same applies in this Article and the following Article), or a consignor that makes a request to the clearing broker (meaning a consignor that makes a request to the clearing broker prescribed in (d) of that item; hereinafter the same applies in this Article and the following Article), a commodity clearing organization must designate the person specified in each of the following items as an agent in accordance with the category of cases set forth in those items, and receive the deposit of the clearing margin:
(i)in the case prescribed in Article 179, paragraph (1), item (i), (b) or (c) of the Act: the member, etc. that has been entrusted the transaction;
(ii)in the case prescribed in Article 179, paragraph (1), item (i), (d) of the Act: the broker related to the transaction and the member, etc. that has been entrusted the transaction;
(iii)in the case prescribed in Article 179, paragraph (1), item (ii), (a) of the Act: a clearing participant notified by the member, etc. as one that entrusts the commodity clearing transaction;
(iv)in the case prescribed in Article 179, paragraph (1), item (ii), (b) or (c): the member, etc. who has accepted the brokerage of the consignment of the commodity clearing transaction and a clearing participant notified by the member, etc. as entrusting the commodity clearing transaction;
(v)in the case prescribed in Article 179, paragraph (1), item (ii), (d) of the Act: a clearing broker related to the commodity clearing transaction, the member, etc. who has accepted the brokerage of the consignment of the commodity clearing transaction, and the clearing participant notified by the member, etc. as entrusting the commodity clearing transaction.
(2)When receiving a deposit of clearing margins, based on the provisions of Article 179, paragraph (1) of the Act, from a member, etc., a broker, or a clearing broker (excluding cases where a member, etc. conducts the transaction in the commodity market on their own account and where a clearing participant conducts the commodity clearing transaction on the account of the member, etc. who entrusted the transaction), a commodity clearing organization must consider that a person specified in the following items in accordance with the category of cases set forth in each of those items holds a right to claim a return against the clearing margins (limited to within the scope of the amount of consignor margins, brokerage margins, or clearing brokerage margins deposited by the person specified in the respective items):
(i)in cases where a member, etc. received a deposit of a consignor margin from a consignor and deposited the clearing margin with a commodity clearing organization: the consignor;
(ii)in cases where a member, etc. received a deposit of a consignor margin from a broker (limited to a person who received a deposit of a brokerage margin from a person that entrusts brokerage) or a person that entrusts brokerage and deposited the clearing margin with a commodity clearing organization: the person that entrusts brokerage;
(iii)in cases where a broker received a deposit of a brokerage margin from a person that entrusts brokerage and deposited the clearing margin with a commodity clearing organization: the person that entrusts brokerage;
(iv)in cases where a member, etc. received a deposit of a consignor margin from a person entrusting the clearing brokerage and deposited the clearing margin with a commodity clearing organization: the person entrusting the clearing brokerage;
(v)in cases where a member, etc. received a deposit of a consignor margin from a clearing broker (limited to a person who received a deposit of a clearing brokerage margin from the consignor that makes a request to the clearing broker) or a consignor that makes a request to the clearing broker and deposited a clearing margin with a commodity clearing organization: the consignor that makes a request to the clearing broker; and
(vi)in cases where a clearing broker received a deposit of a clearing brokerage margin from a consignor that makes a request to the clearing broker and deposited the clearing margin with a commodity clearing organization: the consignor that makes a request to the clearing broker.
(Consent of a Consignor Related to a Deposit of a Consignor Margin)
Article 73(1)When a member, etc. requests a consignor, a broker or a person that entrusts brokerage, or a person entrusting the clearing brokerage, a clearing broker, or a consignor that makes a request to the clearing broker (hereinafter referred to as a "consignor, etc." in this Article) to deposit a consignor margin, a written consent for depositing the consignor margin with the member, etc. must be obtained by the member, etc. from the consignor, etc., pursuant to the provisions of Article 179, paragraph (2) of the Act.
(2)A member, etc., when having a person that entrusts brokerage deposit a consignor margin pursuant to the provisions of Article 179, paragraph (2) of the Act, the member, etc. must receive the deposit of the consignor margin by appointing as an agent, the broker who has accepted the brokerage of consignment of transactions in a commodity market from the person that entrusts brokerage, and by appointing as an agent, a clearing broker who has accepted the brokerage of consignment for brokerage of the consignment of commodity clearing transactions from a consignor that makes a request to the clearing broker when having the consignor that makes a request to the clearing broker deposit the consignor margin pursuant to the provisions of that paragraph.
(3)When having a person that entrusts brokerage to deposit a clearing margin, a broker must obtain a written consent for depositing the clearing margin with them from the person that entrusts brokerage, pursuant to the provisions of Article 179, paragraph (3) of the Act.
(4)When having a consignor that makes a request to the clearing broker deposit a clearing brokerage margin, a clearing broker must obtain a written consent for depositing the clearing brokerage margin with them from the consignor that makes a request to the clearing broker, pursuant to the provisions of Article 179, paragraph (4) of the Act.
(5)The provisions of Article 41, paragraphs (3) through (7) apply mutatis mutandis to the written consent of a consignor, etc., a person that entrusts brokerage, and a consignor that makes a request to the clearing broker under the provisions of paragraph (1) and the preceding two paragraphs.
(Separate Management of Clearing Margins at a Commodity Clearing Organization)
Article 74(1)When a commodity clearing organization manages clearing margins based on the provisions of Article 103, paragraph (4) of the Act as applied mutatis mutandis pursuant to Article 179, paragraph (5) of the Act, the clearing margins are managed separately from its own property and property other than that of the clearing margins for each of the category set forth in the following items, and by each member, etc.:
(i)in the cases set forth in Article 179, paragraph (1), item (i), (a) of the Act in which a member, etc. conducts transactions in a commodity market on their own account, the clearing margins deposited by the member, etc. based on the provisions of that paragraph;
(ii)in the cases set forth in Article 179, paragraph (1), item (i), (a) of the Act in which a member, etc. conducts transactions in a commodity market which the member, etc. has been entrusted by receiving a deposit of consignor margins based on the provisions of paragraph (2) of that Article, the clearing margins deposited by the member, etc. based on the provisions of paragraph (1) of that Article;
(iii)in the cases set forth in Article 179, paragraph (1), item (i), (b) or (d) of the Act, the clearing margins deposited by a consignor or an person that entrusts brokerage based on the provisions of that paragraph;
(iv)in the cases set forth in Article 179, paragraph (1), item (i), (c) of the Act, the clearing margins deposited by a broker based on the provisions of that paragraph;
(v)in the cases set forth in Article 179, paragraph (1), item (ii), (a) of the Act in which a member, etc. conducts transactions in a commodity market on their own account, the clearing margins (excluding the clearing margins referred to in the following item) deposited by the member, etc. based on the provisions of that paragraph;
(vi)in the cases set forth in Article 179, paragraph (1), item (ii), (a) of the Act in which a member, etc. conducts transactions in a commodity market which the member, etc. has been entrusted by receiving a deposit of consignor margins based on the provisions of paragraph (2) of that Article, the clearing margins deposited by the member, etc. based on the provisions of paragraph (1) of that Article;
(vii)in the cases set forth in Article 179, paragraph (1), item (ii), (b) or (d) of the Act, the clearing margins deposited by a person entrusting the clearing brokerage or a consignor that makes a request to the clearing broker based on the provisions of that paragraph;
(viii)in the cases set forth in Article 179, paragraph (1), item (ii), (c) of the Act, the clearing margins deposited by a clearing broker based on the provisions of that paragraph.
(2)When managing clearing margins based on the provisions of Article 103, paragraph (4) of the Act as applied mutatis mutandis pursuant to Article 179, paragraph (5) of the Act, a commodity clearing organization must manage the clearing margins by the following methods, excluding those managed based on the provisions of the following paragraph:
(i)by depositing the margins in a bank account (limited to deposit accounts that are clearly identifiable as clearing margins by the account name);
(ii)by creating a money trust with financial institutions engaging in trust business (limited to one with a contractual agreement for compensation of the principal pursuant to the provisions of Article 6 of the Act on Engagement in Trust Business by Financial Institutions and that is clearly identifiable as clearing margin by the account name); and
(iii)by holding Japanese government bonds, local government bonds, or government guaranteed bonds.
(3)When managing securities, etc. for allocation (meaning the securities and warehouse receipts (hereinafter referred to as the "securities, etc." in this Article) which are allocated to clearing margins pursuant to the provisions of Article 103, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 179, paragraph (6); hereinafter the same applies in this Article) based on the provisions of Article 103, paragraph (4) of the Act as applied mutatis mutandis pursuant to Article 179, paragraph (5) of the Act, a commodity clearing organization must manage the securities, etc. for allocation by the methods specified in the following items in accordance with the category of securities, etc. set forth in each of those items:
(i)securities, etc. managed by a commodity clearing organization by retaining them (excluding securities which are commingled and retained; the same applies in the following item): a management method by which the location for the retention of securities, etc. for allocation is clearly separate from that for the securities of a person's own property and other securities, etc. than that for the securities, etc. for allocation (hereinafter referred to as the "securities, etc. of a clearing organization's own property" in this Article), and the securities, etc. for allocation are retained in a condition that is immediately distinguishable as to which member, etc. deposited the securities, etc. or through which member, etc. the securities, etc. have been deposited;
(ii)securities, etc. managed by a commodity clearing organization by having a third party retain them: a management method by which the commodity clearing organization has a third party to have the location for the retention of securities, etc. for allocation clearly separate from that for securities, etc. of a clearing organization's own property, and to retain the securities, etc. for allocation in a condition that is immediately distinguishable as to which member, etc. deposited the securities, etc. or through which customer the securities, etc. have been deposited;
(iii)securities, etc. managed by a commodity clearing organization by retaining them (limited to the securities, etc. which are commingled and retained; the same applies in the following item): a management method by which the location for the retention of securities, etc. for allocation is clearly separate from that for the securities, etc. of a clearing organization's own property, and the equity interests related to securities, etc. for allocation deposited by each member, etc. or through each member, etc. are retained in a condition that is easily distinguishable by their own books;
(iv)securities, etc. managed by a commodity clearing organization by having a third party retain them: a management method by which the commodity clearing organization has a third party retain the account for a person who deposits the securities, etc. for allocation separate from the commodity clearing organization's own account, in which the equity interests related to securities, etc. for allocation are immediately distinguishable, and the equity interests related to securities, etc. for allocation deposited by each member, etc. or through each member, etc. are immediately distinguishable by their own books.
(Application for Authorization for a Change to Articles of Incorporation or the Statement of Operational Methods)
Article 75(1)When seeking to obtain authorization pursuant to the provisions of Article 182 of the Act, a commodity clearing organization must submit a written application for authorization stating the following information to the competent minister:
(i)the content of the change; and
(ii)the scheduled date of the change.
(2)The written application for authorization referred to in the preceding paragraph must have the following documents attached:
(i)a document stating the reasons for the change;
(ii)a comparative table of the prior and amended provisions;
(iii)in cases of a written application for authorization of a change to the articles of incorporation, the minutes of a shareholders meeting (in cases of a member commodity exchange which has been approved based on the provisions of Article 173, paragraph (1) of the Act, a general meeting of members) and other documents proving that necessary procedures have been taken;
(iv)in cases of a written application for approval of a change to the statement of operational methods, a document proving that the procedures for changes specified by the articles of incorporation and other rules have been completed.
(Standard for Authorizing a Change to Articles of Incorporation or the Statement of Operational Methods)
Article 76When an application for authorization based on the provisions of Article 182 of the Act has been filed, the competent minister must examine whether the application conforms to laws and regulations, and is sufficient for operating the business appropriately and reliably.
(Application for Approval Related to a Resolution of Discontinuation or Dissolution of the Business of Assuming Commodity Transaction Debts)
Article 77When seeking to obtain authorization for a resolution of the discontinuation or dissolution of the business of assuming commodity transaction debts pursuant to the provisions of Article 183 of the Act, a commodity clearing organization is to attach the following documents to the written application for authorization and submit them to the competent minister:
(i)a document stating the reasons for the discontinuation or dissolution;
(ii)the minutes of a shareholders meeting (in cases of a member commodity exchange which has been approved based on the provisions of Article 173, paragraph (1) of the Act, a general meeting of members) and other documents proving that necessary procedures have been taken;
(iii)the financial statements, etc. for the immediately preceding business year and their annexed detailed statements;
(iv)a document stating the method of completing the business of assuming commodity transaction debts.
Article 78Deleted
(Information to be Entered in a Written Application for a License of a Commodity Derivatives Business Operator)
Article 79The information specified by order of the competent ministry as referred to in Article 192, paragraph (1), item (vi) of the Act is the following information:
(i)the amount of the stated capital, the total amount of investment, or the total amount of funds;
(ii)in cases of becoming entrusted with transactions, etc. in commodity markets (excluding commodity clearing transactions) or transactions, etc. in foreign commodity markets (among foreign commodity market transactions, excluding those similar to commodity clearing transactions), the commodity market or foreign commodity market related to the entrustment (including the name or trade name of the commodity exchange establishing the commodity market or the foreign commodity market establisher establishing the foreign commodity market);
(iii)in cases where the acts set forth in Article 2, paragraph (22), item (i) or (ii) are performed in the course of trade at a business office or office in Japan, the name of the consignor protection fund to be joined; and
(iv)the name of a commodity futures association (meaning a commodity futures association prescribed in Article 241, paragraph (1) of the Act; hereinafter referred to as an "association") to be joined.
(Documents Attached to a Written Application for a License of a Commodity Derivatives Business)
Article 80(1)The documents specified by order of the competent ministry as referred to in Article 192, paragraph (2) of the Act are the following documents (in cases of documents certified by a public agency, limited to those prepared within three months prior to the date of filing the application for a license) excluding the cases specified in the following paragraph:
(i)the articles of incorporation (in cases of a foreign corporation, a document equivalent to articles of incorporation);
(ii)a certificate of the registered information (in cases of a foreign corporation, a document equivalent to a certificate of the registered information and a certificate of the registered information for the principal business office or office in Japan);
(iii)the financial statements, etc. for the immediately preceding business year and their annexed detailed statements (in cases where these documents have not been prepared, documents equivalent to them);
(iv)a document pledging that the person does not fall under any of the provisions of Article 15, paragraph (2), item (i), sub-items (c) through (e), or sub-item (i) of the Act;
(v)a document specified as follows in accordance with the cases set forth in each sub-item:
(a)in cases where an officer is a foreign national: a copy of the residence certificate, etc., and a curriculum vitae of the officer, and a document pledging that the person does not fall under any of the provisions of Article 15, paragraph (2), item (i), sub-items (a) through (k) of the Act;
(b)in cases where an officer is a corporation: a certificate of the registered information of the officer (in cases of a foreign corporation, a document equivalent to the certificate of the registered information), a document stating the history of the corporation, and a document pledging that the officer does not fall under the provisions of Article 15, paragraph (2), item (i), (l) of the Act;
(c)in cases where an officer is neither a foreign national nor a corporation: a copy of the residence certificate, etc. and a curriculum vitae of the officer, a certification issued by a public agency proving that the person does not fall under the provisions of Article 15, paragraph (2), item (i), (b) of the Act, and a document pledging that the person does not fall under any of the provisions of sub-item (a) and sub-items (c) through (k) of that item;
(vi)a document stating the method for executing the commodity derivatives business;
(vii)a document stating the personnel structure and the system for conducting business of the organization, etc. concerning the commodity derivatives business;
(viii)a document stating the type of transactions and the commodities and commodity indexes underlying the transactions;
(ix)a record concerning the amount of net assets of that entity, prepared according to Form No. 1;
(x)a document stating the outline of the organization that performs the operations involving internal control and the method for addressing complaints and inquiries from customers, prepared according to Form No. 3;
(xi)in cases where an electronic data processing system is used for commodity derivatives business, documents stating the outline, installation location, capacity, and maintenance method of the electronic data processing system, and the method of handling in the case of malfunction of the electronic data processing system;
(xii)a document stating the number of employees who have been sentenced to imprisonment or severer punishment (including an equivalent punishment under the laws and regulations of a foreign country for a business equivalent to a commodity derivatives business in the foreign country) or to a fine pursuant to this Act or equivalent laws and regulations of a foreign country (including an equivalent punishment under the laws and regulations of a foreign country), or who have been rendered a disposition based on the provisions of the Act with regard to commodity derivatives business within the last five years, and the name, date of birth, and address of those employees, the name of the business office or department to which the employees are assigned, their official title, whether or not the employees have been registered as a sales representative, the date when and the reasons that the employees were punished by the punishment or fine, or rendered the disposition, and the content of the punishment, fine, or disposition;
(xiii)a document stating the estimated income and expenditures of a commodity derivatives business for the business year that includes the day on which commodity derivatives business is scheduled to commence and the two business years following the business year after that business year, the commodity derivatives business plan, and a document stating the basis for the estimation and the plan;
(xiv)a document stating the estimated amount of the net assets and the net assets regulation ratio (or the amount of net assets, in cases where the applicant is a person set forth in the items of Article 28 of the Order) for the business year that includes the day on which commodity derivatives business is scheduled to commence and the two business years following the business year after that business year, and a document stating the basis for the estimation;
(xv)a document stating the names or trade names and addresses or locations of the top 10 shareholders or members, or other investors (hereinafter referred to as "shareholders, etc." in this item) in number of voting rights held (meaning voting rights of all shareholders, all company members, and all members, or all association members; hereinafter the same applies in this item and Article 82), the proportion of voting rights held to the total number of voting rights, and the relationships with the applicant (limited to cases in which the shareholders, etc. are officers or employees of the applicant, or the parent company, a subsidiary company, or an affiliated company, or their officers or employees);
(xvi)a record concerning an outline of the subsidiary business prescribed in Article 196, paragraph (1) of the Act, prepared according to Form No. 4;
(xvii)a record concerning an outline of the controlling relationships with other corporations prescribed in Article 196, paragraph (2) of the Act, prepared according to Form No. 5;
(xviii)the following documents, in cases where the acts set forth in Article 2, paragraph (22), item (v) of the Act are to be performed in the course of trade:
(a)a curriculum vitae of the person responsible for the management of the business;
(b)internal rules concerning the business;
(c)a document stating the name of the department and the structure of the organization performing the business;
(d)a document stating the standard for initiation of a transaction with a customer related to the business;
(e)the written contract to be used when conducting transactions with a customer related to the business.
(2)In seeking to obtain a renewal of the license under Article 190, paragraph (2) of the Act, in addition to the documents set forth in the preceding paragraph, the documents specified by order of the competent ministry as referred to in Article 190, paragraph (2) are as follows:
(i)a document prepared according to Form No. 6 stating the causes and status of a litigation or mediation.
(ii)a document stating the results of income and expenditures of the commodity derivatives business;
(iii)in cases where the entity has been rendered a disposition based on an audit by an association, consignor protection fund, commodity exchange, or commodity clearing organization, a document stating the name of the organization that conducted the audit, the time of the audit, the date of the disposition, and the content of the disposition as well as the content of the improvement measures.
(Submission of a Doctor's Medical Certificate)
Article 80-2In cases where an application for the license under Article 190, paragraph (1) of the Act has been filed, and the competent minister finds it necessary for examining whether the license applicant falls under Article 15, paragraph (2), item (i), (l) of the Act (limited to the part related to sub-items (a) and (k)), the minister may request the applicant to submit a doctor's medical certificate stating the name of the illness of the person subject to the examination, whether the person has any mental impairment and the level of mental impairment, causes of the illness, catamnestic observation, prospects of recovery, and other remarks for reference.
(Base Amount of the Net Assets Amount)
Article 81The amount specified by order of the competent ministry as referred to in Article 193, paragraph (2) of the Act is 100 million yen.
(Matters Requiring Notification)
Article 82(1)The cases specified by order of the competent ministry as referred to in Article 195, paragraph (1), item (v) of the Act are the following cases:
(i)when a commodity derivatives business operator has come to know that a petition has been filed for the commencement of bankruptcy proceedings, rehabilitation proceedings, or reorganization proceedings;
(ii)when the articles of incorporation have been changed (in cases of a foreign corporation, a document equivalent to articles of incorporation);
(iii)when the majority of the voting rights of the all shareholders, etc. (meaning all shareholders, all company, all members, or all association members; the same applies in item (xiii), (b) of the following paragraph) of a commodity derivatives business operator has come to be held by an another corporation or other organizations;
(iv)when the method for executing the commodity derivatives business has been changed;
(v)when the type of transaction or the commodities or commodity indices underlying the transaction have been changed;
(vi)when a subsidiary business stated in the record set forth in Article 80, paragraph (1), item (xvi) has been discontinued;
(vii)when the content of the record set forth in Article 80, paragraph (1), item (xvii) has changed, or when a controlling relationship has extinguished; and
(viii)when business related to intermediation prescribed in the items of Article 2, paragraph (22) has been entrusted to a commodity derivatives intermediary service provider, or when a commodity derivatives business operator has ceased to entrust the business; and
(ix)when the amount of the net assets of a commodity derivatives business operator has become lower than the amount of stated capital.
(2)The documents specified by order of the competent ministry as referred to in Article 195, paragraph (2) of the Act are those specified in the following items in accordance with the category of cases set forth in each of those items (in cases of documents certified by a public agency, limited to those prepared within three months prior to the notification):
(i)when the information set forth in Article 192, paragraph (1), item (i) of the Act is changed: a certificate of registered information (in cases of a foreign corporation, a document equivalent to a certificate of registered information; hereinafter the same applies in this paragraph);
(ii)when the information set forth in Article 192, paragraph (1), item (iii) of the Act is changed: a certificate of registered information;
(iii)when the information set forth in Article 192, paragraph (1), item (iv) of the Act (excluding the address of an officer) is changed: the following documents:
(a)a certificate of registered information;
(b)a document specified as follows in accordance with the cases set forth in each sub-item:
1.when a newly appointed officer is a foreign national: a copy of the residence certificate, etc. and a curriculum vitae of the officer, and a document pledging that the person does not fall under any of the provisions of Article 15, paragraph (2), item (i), sub-items (a) through (k) of the Act;
2.when a newly appointed officer is a corporation: a certificate of the registered information of the officer, a document stating the history of the corporation, and a document pledging that the officer does not fall under the provisions of Article 15, paragraph (2), item (i), (l) of the Act;
3.when a newly appointed officer is neither a foreign national nor a corporation: a copy of the residence certificate, etc. and a curriculum vitae of the officer, a certification issued by a public agency proving that the person does not fall under the provisions of Article 15, paragraph (2), item (i), (b) of the Act, and a document pledging that the person does not fall under any of the provisions of sub-item (a) and sub-items (c) through (k) of that item;
(c)a document stating the personnel structure and the system for conducting business of the organization, etc. concerning the commodity derivatives business.
(iv)in cases where the information set forth in Article 192, paragraph (1), item (v) of the Act have been changed: the following documents:
(a)a document stating the content of the change, the date of the change, and the reason for the change;
(b)a document stating the personnel structure and the system for conducting business of the organization, etc. concerning the commodity derivatives business;
(c)when the acts set forth in Article 2, paragraph (22), item (v) of the Act are to be newly performed in the course of trade: the following documents:
1.a curriculum vitae of the person responsible for the management of the business;
2.internal rules concerning the business;
3.a document stating the name of the department and the structure of the organization performing the business;
4.a document stating the standard for initiation of a transaction with a customer related to the business;
5.the written contract to be used when conducting transactions with a customer related to the business.
(v)when the total amount of stated capital, the total amount of investment, or the total amount of funds has been changed: the following documents:
(a)a document stating the total amount of stated capital, the total amount of investment, and the total amount of funds before the change and after the change, the method for the change, and the reason for the change;
(b)a certificate of registered information.
(vi)when change is made in the commodity market or foreign commodity market (including the name or trade name of the commodity exchange establishing the commodity market or the foreign commodity market establisher establishing the foreign commodity market) related to the entrustment of transactions, etc. in a commodity market (excluding commodity clearing transactions; the same applies in (a)) or transactions, etc. in a foreign commodity market (excluding transactions similar to commodity clearing transactions among foreign commodity market transactions): the following documents:
(a)a document stating the changed name of the commodity market related to the entrustment of transactions, etc. in a commodity market or transactions, etc. in a foreign commodity market (including the name or trade name of the commodity exchange establishing the commodity market or the foreign commodity market establisher establishing the foreign commodity market) and the date of the change;
(b)minutes of the board of directors (including equivalent organs) and other documents proving that necessary procedures have been taken.
(vii)in a case of joining or withdrawing from a consignor protection fund: the following documents:
(a)a document stating the name of the consignor protection fund joined or withdrawn from and the date of joining or withdrawing from the fund;
(b)minutes of the board of directors (including equivalent organs) and other documents proving that necessary procedures have been taken ;
(viii)in a case of joining or withdrawing from an association: the following documents:
(a)a document stating the name of the association joined or withdrawn from and the date of joining or withdrawing from the association;
(b)minutes of the board of directors (including equivalent organs) and other documents proving that necessary procedures have been taken.
(ix)in a case where the commodity derivatives business is commenced, suspended, or resumed: the following documents:
(a)a document stating the fact that the commodity derivatives business has been commenced, suspended, or resumed, the duration of suspension or the date of commencing or resuming the business, and the reason for suspending or resuming the business;
(b)a document stating the method for processing the accounts of consignors during the period of suspension (excluding cases of commencing and resuming the business).
(x)when a petition has been filed for the commencement of bankruptcy proceedings, rehabilitation proceedings, or reorganization proceedings: the following documents:
(a)a document stating the date on which the petition for the commencement of bankruptcy proceedings, rehabilitation proceedings, or reorganization proceedings was filed and the reason for filing the petition;
(b)a copy of the document related to the filing of the petition for the commencement of bankruptcy proceedings, rehabilitation proceedings, or reorganization proceedings.
(xi)in the case set forth in item (i) of the preceding paragraph: the following documents:
(a)a document stating the date on which the petition for the commencement of bankruptcy proceedings, rehabilitation proceedings, or reorganization proceedings was filed, the name or trade name of the entity filing the petition, and the reason for filing the petition;
(b)a copy of a document related to the filing of the petition for the commencement of bankruptcy proceedings, rehabilitation proceedings, or reorganization proceedings.
(xii)in the case set forth in item (ii) of the preceding paragraph: the following documents:
(a)a document stating the content of the change, the date of the change, and the reason for the change;
(b)a comparison table of the prior and amended provisions;
(c)minutes of the shareholders meeting (including equivalent organs) and other documents proving that necessary procedures have been taken.
(xiii)in the case set forth in item (iii) of the preceding paragraph: the following documents:
(a)a document stating the trade name or name of an another corporation or other organizations and the date on which the voting rights came to be held;
(b)a document stating the number of voting rights held and the proportion of the number of the voting rights out of the voting rights of all shareholders, etc.;
(c)a document stating an outline of the business of an another corporation or other organizations holding the voting rights.
(xiv)in the case set forth in item (iv) of the preceding paragraph: the following documents:
(a)a document stating the content of the change, the date of the change, and the reason for the change;
(b)a document stating the method for executing the commodity derivatives business after the change.
(xv)in the case set forth in item (v) of the preceding paragraph: the following documents:
(a)a document stating the content of the change, the date of the change, and the reason for the change;
(b)a document stating the type of transaction or the commodities and commodity indices underlying the transactions after the change.
(xvi)in the case set forth in item (vi) of the preceding paragraph: a document stating the trade name or name of the commodity derivatives business operator and the date of discontinuation;
(xvii)in the case set forth in item (vii) of the preceding paragraph: a document stating the trade name or name of the commodity derivatives business operator, the content changed or extinguished, and the date of change or extinguishment;
(xviii)in the cases set forth in item (viii) of the preceding paragraph the case in which business has been entrusted to a commodity derivatives intermediary service provider: the following documents:
(a)a document stating the name or trade name of the commodity derivatives intermediary service provider;
(b)a document stating the location of the head office, etc. (meaning the head office, etc. prescribed in Article 32, paragraph (2) of the Order; the same applies hereinafter) of the commodity derivatives intermediary service provider;
(c)a copy of the written contract concerning consignment of business;
(xix)in the cases set forth in item (viii) of the preceding paragraph the case in which consignment of business to a commodity derivatives intermediary service provider has been terminated: the following documents:
(a)a document stating the name or trade name of the commodity derivatives intermediary service provider;
(b)a document stating the date on which consignment of business has been terminated and the reason for the termination.
(3)The provisions of Article 38 apply mutatis mutandis to the amount of net assets referred to in paragraph (1), item (ix).
(Notification of Subsidiary Business)
Article 83(1)When submitting a notification of the intent to conduct a subsidiary business pursuant to the provisions of Article 196, paragraph (1) of the Act, a commodity derivatives business operator must submit a written notification prepared according to Form No. 7 concerning the subsidiary business. The same applies when seeking to change the matters notified or when the subsidiary business has been discontinued.
(2)When a commodity derivatives business operator submits a notification pursuant to the provisions of Article 196, paragraph (1) of the Act, when submitting a notification of the intent to conduct a subsidiary business and the intent to change the matters notified, the business operator must submit a notification in advance, and when the subsidiary business has been discontinued, they must file the notification referred to in the preceding paragraph without delay after discontinuing the subsidiary business.
(Relationships that Enable Substantial Control)
Article 84The relationships specified by order of the competent ministry as referred to in Article 196, paragraph (2) of the Act are the following relationships:
(i)a relationship with a subsidiary company; and
(ii)a relationship with an affiliated company;
(Notification of Controlling Relationship)
Article 85When a commodity derivatives business operator provides notification of having acquired a controlling interest over another corporation pursuant to the provisions of Article 196, paragraph (2) of the Act, a written notification prepared according to Form No. 8 related to an outline of the other corporation over which a controlling interest has been acquired, pursuant to the provisions of Article 196, paragraph (2) of the Act. The same applies when a change occurs in the notified matters, or when the controlling interest ceases to exist.
Article 86Deleted
Article 87Deleted
Article 88Deleted
(Notification of Discontinuation of Business)
Article 89A person who provides a notification pursuant to the provisions of Article 197, paragraph (1) of the Act must submit a written notification stating the information specified in the center column of the following table with the documents specified in the right column of that table attached, in accordance with the category set forth in the left column of that table, to the competent minister.
Matters Requiring notification
Matters to be Stated
Attached Documents
In the case of discontinuing commodity derivatives business
(i) Date of discontinuation
(i) Minutes of the shareholders meeting (including an equivalent organ) or other document proving that the necessary procedures have been taken
(ii) Reasons for discontinuation
(ii) A document stating the clearing method of claims and debts to consignors, etc.
In the case where a corporation has been extinguished by merger
(i) Trade name or name of the other party to the merger
A document stating the succession method of claims and debts to consignors, etc. to the corporation surviving the merger
(ii) Date of the merger
In the case of dissolution by order commencing bankruptcy proceedings
(i) Date of filing commencement of bankruptcy proceedings
(i) A copy of the public notice issued by a court of the order for commencing bankruptcy proceedings
(ii) Date order for commencing bankruptcy proceedings has been given
(ii) A document stating the clearing method of claims and debts to consignors, etc.
In the case of dissolution for a reason other than a merger or order for commencement of bankruptcy proceedings
(i) Date of dissolution
(i) Minutes of the shareholders meeting (including an equivalent organ) or other document proving that the necessary procedures have been taken
(ii) Reasons for dissolution
(ii) A document stating the clearing method of claims and debts to consignors, etc.
In the case of succession to all of the commodity derivatives business by a split
(i) Name or trade name of the successor
(i) A document stating the succession method of claims and debts to consignors, etc. to the successor
(ii) Date and reasons for the split
(ii) A document stating the content of the incorporation-type split plan or absorption-type split agreement and the split procedures
In the case of transfer of all or a part of the commodity derivatives business
(i) Name or trade name of the transferee
(i) A document stating the succession method of claims and debts to consignors, etc. to the transferee
(ii) Date and reasons for the transfer
(ii) A document stating the content of the business transfer agreement
Article 90(1)A public notice pursuant to the provisions of Article 197, paragraph (3) of the Act is to be given by an Official Gazette, in a daily newspaper which publishes matters on current events, or by an electronic public notice.
(2)In cases where a commodity derivatives business operator gives a public notice by an electronic public notice referred to in the preceding paragraph, the public notice must be continuously given by the electronic public notice until the date on which one month has elapsed from commencing the public notice.
(3)A public notice pursuant to the provisions of Article 197, paragraph (3) of the Act or a notice posted at the business office or office of the commodity derivatives business operator must indicate the method of completing transactions in a commodity market on consignor's accounts as prescribed in paragraph (5) of that Article, and the method of returning the property deposited by consignors with regard to commodity derivatives business and the property which is held by the commodity derivatives business operator on consignor's accounts.
(4)In cases of giving a notification pursuant to the provisions of Article 197, paragraph (4) of the Act, the written notification must state the following information:
(i)trade name or name of the commodity derivatives business operator;
(ii)date of receiving the license;
(iii)the grounds on which the public notice was filed; and
(iv)the scheduled date of the occurrence of the grounds for filing the public notice.
(5)A written notification referred to in the preceding paragraph must be attached with a document stating the method prescribed in paragraph (3).
(Information to be Stated in Documents to be Delivered to Eligible Consignors That Made a Request)
Article 90-2The information specified by order of the competent ministry as referred to in Article 197-4, paragraph (3), item (iii) of the Act is the following information:
(i)the fact that the applicant (meaning the applicant prescribed in Article 197-4, paragraph (3) of the Act; the same applies in the following item) will be treated as a general customer (meaning a general customer prescribed in paragraph (1) of that Article; the same applies hereinafter) in relation to the commodity transaction contract only by the commodity derivatives business operator that has given approval pursuant to provisions of paragraph (2) of that Article;
(ii)the fact that with regard to commodity transaction contracts to be concluded on or after the approval date (meaning the approval date prescribed in Article 197-4, paragraph (3) of the Act) with other commodity derivatives business operators by the commodity derivatives business operator on behalf of the applicant based on the commodity transactions contract, the applicant will also be treated as a general customer by the other commodity derivatives business operators.
(Means of Using Information Communication Technology)
Article 90-3(1)The means prescribed by order of the competent ministry as referred to in Article 197-4, paragraph (4) (including as applied mutatis mutandis pursuant to Article 197-5, paragraph (13) (including as applied mutatis mutandis pursuant to Article 197-6, paragraph (6) and Article 197-9, paragraph (2) of the Act), Article 197-6, paragraph (3) and Article 197-8, paragraph (2) of the Act; hereinafter the same applies in this Article) and Article 217, paragraph (2) (including as applied mutatis mutandis pursuant to Article 220, paragraph (2) and Article 220-2, paragraph (2) of the Act; hereinafter the same applies in this Article) are the following means (referred to as "electronic or magnetic means" in Article 109-2):
(i)the following means that use an electronic data processing system:
(a)the means of transmitting the information to be stated in a document (hereinafter referred to as "stated information" in this Article) via a telecommunication line connecting a computer used by the commodity derivatives business operator, etc. (meaning the commodity derivatives business operator or a person that stores files on a computer managed by them pursuant to a contract with the commodity derivatives business operator, and provides the files for use by the counterparty (hereinafter referred to as "customer" in this Article) to whom the information prescribed in Article 197-4, paragraph (4) or Article 217, paragraph (2) of the Act are to be provided or notified; hereinafter the same applies in this Article) with a computer used by the customer (meaning the customer or the person who stores customer files (meaning files exclusively used by the customer; hereinafter the same applies in this Article) on a computer managed by them pursuant to a contract with the customer; hereinafter the same applies in this Article) and recording the information in a customer file stored on the computer used by the customer, etc.;
(b)the means of providing the stated information recorded in a file stored on a computer used by the commodity derivatives business operator, etc. via a telecommunication line for inspection by the customer and recording the stated information in a customer file of the customer stored on a computer used by the customer;
(c)the means of providing the stated information recorded in a customer file stored on a computer used by the commodity derivatives business operator, etc. for inspection by the customer via a telecommunication line;
(d)the means of providing the stated information recorded in a file for inspection (meaning a file stored on a computer used by the commodity derivatives business operator, etc. to record the stated information for the purpose of making it available for inspection by multiple customers at the same time; hereinafter the same applies in this Article) for inspection by customers via a telecommunication line.
(ii)the means of delivering a file recording the stated information which is prepared using a media which can securely record certain information such as a magnetic disk, CD-ROM, or other equivalent means.
(2)The means set forth in the items of the preceding paragraph must comply with the following standards:
(i)the customer is able to create a document by outputting the record in the file;
(ii)for the means set forth in (a), (b), or (c) of item (i) of the preceding paragraph (excluding the means of recording the stated information in a customer file stored on a computer used by a customer), the fact that the stated information is to be recorded or has been recorded in a customer file or a file for inspection is notified to the customer; provided, however, that this does not apply if the fact that the customer has inspected the stated information has been confirmed;
(iii)for the means set forth in (c) or (d) of item (i) in the preceding paragraph, the following information cannot be deleted or altered for 5 years from the date on which the last transaction set forth in the stated information was conducted (when a complaint is made related to the stated information during the period until the date on which that term ends, until the date on which the term concludes or the complaint is resolved, whichever comes later); provided, however, that when the stated information provided for inspection is delivered in writing, the stated information may be deleted with the consent of the customer (meaning consent given by a means prescribed in Article 24, paragraph (1) or Article 31, paragraph (1) of the Order) in cases where the stated information is provided or notified by the means set forth in item (i), (a) or (b) or item (ii) of the preceding paragraph, or if an instruction is given by the customer to delete the stated information:
(a)for the means set forth in item (i), (c) of the preceding paragraph, the stated information recorded in a customer file;
(b)for the means set forth in item (i), (d) of the preceding paragraph, the stated information recorded in a file for inspection;
(iv)the means set forth in item (i), (d) of the preceding paragraph must conform to the following standards:
(a)necessary information for a customer to inspect the file for inspection must be recorded in the customer file;
(b)to maintain the state in which the customer file recording the necessary information for a customer to inspect the file for inspection pursuant to provisions of sub-item (a) and the file for inspection are connectable via a telecommunication line for the duration until the term prescribed in the preceding item elapses; provided, however, that this does not apply if the customer who has been given access to the file for inspection has notified that it is not necessary to maintain the connection.
(3)The term "electronic data processing system" as used in paragraph (1), item (i) means an electronic data processing system that connects the computer used by the commodity derivatives business operator, etc. with the computer used by the customer who has stored the customer file or by the commodity derivatives business operator, etc. via a telecommunication line.
(Type and Content of Electronic or Magnetic Means)
Article 90-4The type and content of the means to be indicated pursuant to provisions of Article 24, paragraph (1), Article 25, paragraph (1), Article 27, paragraph (1), and Article 30, paragraph (1) of the Order are as follows :
(i)among the means set forth in the items of paragraph (1) of the preceding Article or the items of Article 90-6, paragraph (1), those to be used by the commodity derivatives business operator;
(ii)the method of recording information in a file.
(Information to be Stated in a Document Indicating Consent by a Person That Made the Request for Reinstatement to an Eligible Consignor)
Article 90-5The information prescribed by order of the competent ministry as referred to in Article 197-4, paragraph (11) of the Act are the following information:
(i)the fact that the applicant for reinstatement (meaning the applicant for reinstatement prescribed in Article 197-4, paragraph (11) of the Act; the same applies hereinafter) understands the following information:
(a)the fact that the provisions set forth in the items of Article 220-4, paragraph (1) of the Act are not applicable when the applicant for reinstatement becomes an entity prescribed in those items concerning the commodity transaction contract on or after the approval date (meaning the date on which the commodity derivatives business operator gives an approval under the provisions of Article 197-4, paragraph (11) of the Act; hereinafter the same applies in this Article) (excluding the cases prescribed in the proviso to Article 220-4, paragraph (1) of the Act);
(b)the fact that a person not suitable to be treated as an eligible consignor in terms of knowledge, experience, and financial circumstances to be treated as an eligible consignor concerning a commodity transaction contract has a risk of resulting in insufficient protection of the person;
(ii)the fact that in cases of soliciting conclusion of or concluding a commodity transaction contract on or after the approval date, the applicant for reinstatement will be treated as an eligible consignor again;
(iii)the fact that with regard to a commodity transaction contract concluded on or after the approval date with another commodity derivatives business operator by the commodity derivatives business operator on behalf of the applicant for reinstatement based on the commodity transactions contract, the applicant for reinstatement will also be treated as an eligible consignor again by the other commodity derivatives business operator;
(iv)the fact that the applicant for reinstatement may at any time on or after the approval date file the application pursuant to Article 197-4, paragraph (1) of the Act.
(Obtaining Consent or Approval Using Information Communication Technology)
Article 90-6(1)The means specified by order of competent ministry as referred to in Article 197-4, paragraph (12) (including as applied mutatis mutandis pursuant to Article 197-5, paragraph (3) (including as applied mutatis mutandis pursuant to paragraph (9) of that Article (including as applied mutatis mutandis pursuant to Article 197-6, paragraph (6)), Article 197-6, paragraph (6), and Article 197-9, paragraph (2) of the Act; hereinafter the same applies in this Article) and Article 209, paragraph (2) of the Act and the means of using an electronic data processing system prescribed in Article 24, paragraph (1) and Article 31, paragraph (1) of the Order or other means of using information communication technology as prescribed by order of the competent ministry are as follows:
(i)the following means that use an electronic data processing system:
(a)the means of transmitting via a telecommunication line connecting a computer used by a commodity derivatives business operator with a computer used by the counterparty (hereinafter referred to as "customer" in this Article) from whom consent is being sought pursuant the provisions of to Article 197-4, paragraph (12) or Article 209, paragraph (2) of the Act, and recording in a file stored on a computer used by the receiver;
(b)the means of providing information concerning the consent or approval of the customer recorded in a file stored on a computer used by a commodity derivatives business operator for inspection by the customer via a telecommunication line, and recording the information concerning the consent or approval by the customer in a file stored on a computer used by the commodity derivatives business operator;
(ii)the means of obtaining a record of the information concerning the consent or approval in a file prepared using a media which can securely record certain information such as a magnetic disk, CD-ROM, or other equivalent means.
(2)The means set forth in the items of the preceding paragraph must be a means that enable a commodity derivatives business operator to prepare a document by outputting the record in the file.
(3)The term "electronic data processing system" as used in paragraph (1), item (i) means an electronic data processing system that connects the computer used by the commodity derivatives business operator, etc. with the computer used by the customer via a telecommunication line.
(Due Date When a Corporation That is a Customer Other Than an Eligible Consignor Is Deemed to Be an Eligible Consignor)
Article 90-7(1)The case prescribed by order of the competent ministry as referred to in Article 197-5, paragraph (2) of the Act is the case in which the commodity derivatives business operator specifies a certain date and publicly announces the following information by posting the information at a place easily accessible to the public in the business office or office of the commodity derivatives business operator or by other appropriate means:
(i)the certain date;
(ii)the fact that the date specified in the following paragraph is to be the due date (meaning the due date prescribed in Article 197-5, paragraph (2), item (ii) of the Act; the same applies in paragraph (2) of the following Article and Article 90-9).
(2)The date prescribed by order of the competent ministry as referred to in Article 197-5, paragraph (2) of the Act is the latest date specified by the commodity derivatives business operator pursuant to provisions of the preceding paragraph which is within 1 year from the approval date (meaning the approval date prescribed in paragraph (2), item (i) of that Article; the same applies in the following Article and Article 90-9).
(Information to Be Stated in a Document Indicating Consent by a Corporation That is a Customer Other than an Eligible Consignor That Made a Request)
Article 90-8(1)The matter prescribed by order of the competent ministry as referred to in Article 197-5, paragraph (2), item (iii), (a) of the Act is the fact that the provisions set forth in the items of Article 220-4, paragraph (1) of the Act are not applicable when the applicant with regard to a commodity transaction contract (meaning an applicant prescribed in Article 197-5, paragraph (2) of the Act; the same applies in the following paragraph) becomes an entity prescribed in those items on or after the approval date (excluding the case set forth in the proviso to Article 220-4, paragraph (1) of the Act).
(2)The matters prescribed by order of the competent ministry as referred to in Article 197-5, paragraph (2), item (vii) of the Act are the following matters:
(i)the fact that the applicant will be treated as an eligible consignor with regard to acts performed based on the provisions of laws or regulations or the provisions of a contract related to commodity transaction contracts concluded on or before the due date, even when they are performed after the due date;
(ii)the fact that the applicant will be treated as an eligible consignor concerning the commodity transaction contract only by the commodity derivatives business operator that has given approval pursuant to provisions of Article 197-5, paragraph (2) of the Act;
(iii)the fact that with regard to a commodity transaction contract to be concluded on or before the due date with another commodity derivatives business operator by the commodity derivatives business operator on behalf of the applicant based on the commodity transactions contract, the applicant will also be treated as an eligible consignor by the other commodity derivatives business operator;
(iv)the fact that the applicant may make a request pursuant to provisions of Article 197-5, paragraph (10) of the Act at any time on or after the approval date.
(Necessary Period for a Corporation That is a Customer Other than an Eligible Consignor That Made a Request to Make a Request for Renewal)
Article 90-9(1)The period prescribed by order of the competent ministry as referred to in Article 197-5, paragraph (7) of the Act is 11 months (in the cases set forth in the following items, the period prescribed in each item):
(i)if the period from the approval date to the due date is less than 1 year (excluding the case set forth in the following item): a period obtained by subtracting 1 month from the period; and
(ii)if the period from the approval date to the due date does not exceed 1 month: 1 day.
(2)With regard to the application of provisions of the preceding paragraph in the case prescribed in Article 197-5, paragraph (9) of the Act, the term "approval date" as used in the items of that paragraph is deemed to be replaced by "the day following the previous due date".
(Information to be Stated in a Document Delivered to a Corporation That is a Customer Other than an Eligible Consignor That Made a Request for Reinstatement as a General Customer)
Article 90-10The matters prescribed by order of the competent ministry as referred to in Article 197-5, paragraph (12) of the Act are the following matters:
(i)the day the approval under the provisions of Article 197-5, paragraph (11) of the Act is to be given (hereinafter referred to as the "approval date" in this Article);
(ii)the fact that in cases of soliciting conclusion of or concluding a commodity transaction contract on or after the approval date, a corporation that made the request under the provisions of Article 197-5, paragraph (10) of the Act (referred to as the "applicant for reinstatement" in the following item) is to be treated as a general customer again;
(iii)the fact that with regard to commodity transaction contract concluded on or after the due date with another commodity derivatives business operator by the commodity derivatives business operator on behalf of the applicant for reinstatement based on the commodity transactions contract, the applicant for reinstatement will also be treated as a general customer by the other commodity derivatives business operator again.
(Individuals That May Make a Request to Be Treated as an Eligible Consignor)
Article 90-11The requirements prescribed by order of the competent ministry as referred to in Article 197-6, paragraph (1) are any of the following requirements:
(i)an individual that is a business operator who has concluded a silent partnership agreement prescribed in Article 535 of the Commercial Code (Act No. 48 of 1899) (limited to persons who satisfy all of the following requirements):
(a)consent has been obtained from all of the silent partners regarding the fact that a request under the provisions of Article 197-6, paragraph (1) is to be made;
(b)the total amount of contribution based on the silent partnership agreement is at least 300 million yen;
(ii)an individual that is a partner who has been delegated the execution of the business of the partnership by concluding a partnership agreement prescribed in the provisions of Article 667, paragraph (1) of the Civil Code (Act No. 89 of 1896) (limited to persons who satisfy all of the following requirements):
(a)consent has been obtained from all of the other partners regarding the fact that a request under the provisions of Article 197-6, paragraph (1) is to be made;
(b)the total amount of contribution based on the partnership agreement is at least 300 million yen.
(iii)an individual that is a partner who participates in making decisions on the execution of important business of the partnership by concluding a limited partnership agreement prescribed in Article 3, paragraph (1) of the Limited Liability Partnership Act (Act No. 40 of 2005) and who personally executes the business (limited to persons that satisfy all of the following requirements):
(a)consent has been obtained from all of the other partners regarding the fact that a request under the provisions of Article 197-6, paragraph (1) is to be made;
(b)the total amount of contribution based on the limited liability partnership agreement is at least 300 million yen.
(iv)individuals who satisfy all of the following requirements:
(a)the amount obtained by deducting the total amount of liabilities from the total amount of assets of the applicant (meaning an applicant prescribed in Article 197-6, paragraph (2) of the Act; hereinafter the same applies in this Article and Article 90-14) on the approval date (meaning the approval date prescribed in Article 197-5, paragraph (2), item (i) of the Act as applied mutatis mutandis pursuant to Article 197-6, paragraph (6); the same applies in (b), the following Article, Article 90-13, paragraph (2), and Article 90-14 of the Act) is expected to be at least 300 million yen, judging reasonably from the status of transactions and other circumstances;
(b)the total amount of the applicant's assets (limited to those set forth as follows) on the approval date is expected to be at least 300 million yet, judging reasonably from the status of transactions and other circumstances:
1.rights related to transactions in commodity markets, rights related to transactions in foreign commodity markets, and rights related to over-the-counter commodity derivatives transactions;
2.securities prescribed in Article 2, paragraph (1) of the Financial Instruments and Exchange Act and rights deemed to be securities pursuant to the provisions of paragraph (2) of that Article (excluding those set forth in 6 and 7 (limited to those based on a contract concluded with a special business operator prescribed in Article 2, paragraph (9) of the Act on Specified Joint Real Estate Ventures (Act No. 77 of 1994)));
3.rights related to derivatives transactions prescribed in Article 2, paragraph (20) of the Financial Instruments and Exchange Act.
4.special savings, etc. prescribed in Article 11-5 of the Agricultural Cooperatives Act (Act No. 32 of 1947), special savings, etc. prescribed in Article 11-9 of the Fishery Cooperatives Act (Act No. 242 of 1948), special savings, etc. prescribed in Article 6-5-11 of the Act on Financial Business by Cooperatives (Act No. 183 of 1948), special savings, etc. prescribed in Article 89-2 of the Shinkin Bank Act (Act No. 238 of 1951), special deposits, etc. prescribed in Article 17-2 of the Long Term Credit Bank Act (Act No. 187 of 1952), special deposits, etc. prescribed in Article 94-2 of the Labor Bank Act (Act No. 227 of 1953), special deposits, etc. prescribed in Article 13-4 of the Banking Act (Act No. 59 of June 1, 1981), special deposits, etc. prescribed in Article 59-3 of The Norinchukin Bank Act (Act No. 93 of 2001), and special deposits, etc. prescribed in Article 29 of the Shoko Chukin Bank Limited Act (Act No. 74 of 2007);
5.rights related to specified mutual aid contracts prescribed in Article 11-27 of the Agricultural Cooperatives Act, specified mutual aid contracts prescribed in Article 12-3, paragraph (1) of the Consumers' Cooperatives Act (Act No. 200 of 1948), specified mutual aid contracts prescribed in Article 15-7 of the Fishery Cooperatives Act, specified mutual aid contracts prescribed in Article 9-7-5, paragraph (3) of the Small and Medium-Sized Enterprise Cooperatives Act (Act No. 181 of June 1, 1949), and insurance proceeds, mutual aid money, refunds, and other benefits based on a specified insurance contract prescribed in Article 300-2 of the Insurance Business Act;
6.trust beneficial interests related to a specified trust agreement prescribed in Article 24-2 of the Trust Business Act;
7.rights based on a specified joint real estate venture contract prescribed in Article 2, paragraph (3) of the Act on Specified Joint Real Estate Ventures;
(c)that 1 year has elapsed since the date on which the applicant first concluded a commodity transaction contract related to the request under the provisions of Article 197-6, paragraph (1) of the Act with the commodity derivatives business operator.
(Period Required for an Individual That is a Customer Other than an Eligible Consignor That Made a Request to Make a Request for Renewal)
Article 90-12(1)The period specified by order of the competent ministry as referred to in Article 197-6, paragraph (4) of the Act is 11 months (in the cases set forth in the following items, the period prescribed in each item):
(i)if the period from the approval date to the due date (meaning the due date prescribed in Article 197-5, paragraph (2), item (ii) of the Act as applied mutatis mutandis pursuant to Article 197-6, paragraph (6) of the Act; hereinafter the same applies in this Article, paragraph (1) of the following Article, and Article 90-14, paragraph (2)) is less than 1 year (excluding the case set forth in the following item): a period obtained by subtracting 1 month from that period; and
(ii)if the period from the approval date to the due date does not exceed 1 month: 1 day.
(2)with regard to the application of the provisions of the preceding paragraph in the case prescribed in Article 197-6, paragraph (6) of the Act, the term "approval date" in the items of that paragraph is deemed to be replaced by "the day following the previous due date."
(Due Date When an Individual That is a Customer Other Than an Eligible Consignor Is Deemed to Be an Eligible Consignor)
Article 90-13(1)The case specified by order of the competent ministry as referred to in Article 197-5, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 197-6, paragraph (6) is the case in which the commodity derivatives business operator specifies a certain date and publicly announces the following information by posting the information at a place easily accessible to the public in the business office or office of the commodity derivatives business operator or by other appropriate means:
(i)the certain date; and
(ii)the fact that the date specified in the following paragraph is to be the due date.
(2)The date specified by order of the competent ministry as referred to in Article 197-5, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 197-6, paragraph (6) of the Act is the latest date specified by the commodity derivatives business operator pursuant to provisions of the preceding paragraph which is within 1 year from the approval date.
(Information to Be Stated in a Document Indicating Consent by an Individual That is a Customer Other than an Eligible Consignor That Made a Request)
Article 90-14(1)The matter specified by order of the competent ministry as referred to in Article 197-5, paragraph (2), item (iii), (a) of the Act as applied mutatis mutandis pursuant to Article 197-6, paragraph (6) of the Act is the fact that the provisions set forth in the items of Article 220-4, paragraph (1) of the Act are not applicable to the cases in which the applicant with respect to a commodity transaction contract becomes a person prescribed in those items on or after the approval date (excluding the case prescribed in the proviso to that paragraph).
(2)The matters specified by order of the competent ministry as referred to in Article 197-5, paragraph (2), item (vii) of the Act as applied mutatis mutandis pursuant to Article 197-6, paragraph (6) of the Act are the following matters:
(i)the fact that the applicant will be treated as an eligible consignor with regard to acts performed based on the provisions of laws and regulations or provisions of a contract related to commodity transaction contracts concluded on or before the due date, even when they are performed after the due date;
(ii)the fact that the applicant will be treated as an eligible consignor with regard to the commodity transaction contract only by the commodity derivatives business operator that has given approval under the provisions of Article 197-5, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 197-6, paragraph (6) of the Act;
(iii)the fact that with regard to commodity transaction contracts to be concluded on or before the due date with another commodity derivatives business operator by the commodity derivatives business operator on behalf of the applicant based on the commodity transactions contract, the applicant will also be treated as an eligible consignor by the other commodity derivatives business operator;
(iv)the fact that the applicant may make a request under the provisions of Article 197-6, paragraph (5) of the Act at any time on or after the approval date.
(Information to be Stated in a Document Delivered to an Individual That Made a Request for Reinstatement as a General Customer)
Article 90-15The information prescribed by order of the competent ministry as referred to in Article 197-5, paragraph (12) of the Act as applied mutatis mutandis pursuant to Article 197-6, paragraph (6) of the Act are the following information:
(i)the day approval under the provisions of Article 197-5, paragraph (11) of the Act as applied mutatis mutandis pursuant to Article 197-6, paragraph (6) of the Act is to be given (hereinafter referred to as the "approval date" in this Article);
(ii)the fact that in cases of soliciting conclusion of or concluding a commodity transaction contract on or after the approval date, an individual that has made a request under the provisions of Article 197-6, paragraph (5) of the Act (referred to as "applicant for reinstatement" in the following item) is to be treated as a general customer again;
(iii)the fact that with regard to a commodity transaction contract concluded on or after the due date with another commodity derivatives business operator by a commodity derivatives business operator on behalf of the applicant for reinstatement based on the commodity transactions contract, the applicant for reinstatement will also be treated as a general customer by the other commodity derivatives business operator again.
(Goods Associated with Goods for which an Eligible Commercial Person is Engaged in Purchase and Sale, etc. in the Course of Trade)
Article 90-16The goods specified by order of the competent ministry as referred to in Article 197-7 of the Act are the following goods:
(i)goods constituting the main raw materials or ingredients of the goods for which the eligible commercial person is engaged in the purchase and sale, etc. in the course of trade;
(ii)goods whose main raw materials or ingredients are the goods for which the eligible commercial person is engaged in the purchase and sale, etc. in the course of trade;
(iii)in a case in which a correlation is recognized between the price of the goods for which the eligible commercial person is engaged in the purchase and sale, etc. in the course of trade and the price of other goods, judging reasonably based on fluctuations in quotations, etc., on commodity markets or other circumstances, the other goods (excluding those set forth in the preceding two items)
(Information to be Stated in a Document Delivered to an Eligible Commercial Person That Made a Request)
Article 90-17The matters specified by order of the competent ministry as referred to in Article 197-4, paragraph (3), item (iii) of the Act as applied mutatis mutandis pursuant to Article 197-8, paragraph (2) of the Act are the following matters:
(i)the fact that the applicant (meaning an applicant prescribed in Article 197-4, paragraph (3) of the Act as applied mutatis mutandis pursuant to Article 197-8, paragraph (2) of the Act; the same applies in the following item) will be treated as a general customer in relation to the commodity transaction contract only by the commodity derivatives business operator that has given approval pursuant to provisions of Article 197-4, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 197-8, paragraph (2) of the Act;
(ii)the fact that with regard to a commodity transaction contract concluded on or after the approval date (meaning the approval date prescribed in Article 197-4, paragraph (3) of the Act as applied mutatis mutandis pursuant to Article 197-8, paragraph (2) of the Act) with another commodity derivatives business operator by the commodity derivatives business operator on behalf of the applicant pursuant to the commodity transactions contract, the applicant will also be treated as a general customer by the other commodity derivatives business operator.
(Information to be Stated in a Document Indicating Consent by a Person That Made a Request for Reinstatement as an Eligible Commercial Person)
Article 90-18The matters specified by order of the competent ministry as referred to in Article 197-4, paragraph (11) of the Act as applied mutatis mutandis pursuant to Article 197-8, paragraph (2) of the Act are the following matters:
(i)the fact that the applicant for reinstatement (meaning an applicant for reinstatement prescribed in Article 197-4, paragraph (11) of the Act as applied mutatis mutandis pursuant to Article 197-8, paragraph (2) of the Act; hereinafter the same applies in this Article) understands the following matters:
(a)the fact that the provisions set forth in the items of Article 220-4, paragraph (2) of the Act are not applicable in cases where the applicant for reinstatement becomes a person specified in those items with regard to the commodity transaction contract on or after the approval date (meaning the day on which the applicant for reinstatement gives approval under the provisions of Article 197-4, paragraph (11) of the Act as applied mutatis mutandis pursuant to Article 197-8, paragraph (2) of the Act; hereinafter the same applies in this Article) (excluding the cases prescribed in the proviso to Article 220-4, paragraph (2) of the Act;
(b)the fact that a person not suitable to be treated as an eligible commercial person in terms of knowledge, experience, and status of property to be treated as an eligible commercial person concerning a commodity transaction contract has a risk of resulting in insufficient protection of the person.
(ii)the fact that in cases of soliciting conclusion of or concluding a commodity transaction contract on or after the approval date, the applicant for reinstatement will be treated as an eligible commercial person again;
(iii)the fact that with regard to a commodity transaction contract to be concluded on or after the approval date with another commodity derivatives business operator by a commodity derivatives business operator on behalf of the applicant for reinstatement based on the commodity transactions contract, the applicant for reinstatement will also be treated as an eligible commercial person by the other commodity derivatives business operator again; and
(iv)the fact that the applicant for reinstatement may make a request under the provisions of Article 197-8, paragraph (1) of the Act at any time on or after the approval date.
(Due Date When a Corporation Other Than an Eligible Consignor and an Eligible Commercial Person Is Deemed to Be an Eligible Commercial Person)
Article 90-19(1)The case specified by order of the competent ministry as referred to in Article 197-5, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 197-9, paragraph (2) of the Act is the case in which the commodity derivatives business operator specifies a certain date and publicly announces the following information by posting the information at a place easily accessible to the public in the business office or office of the commodity derivatives business operator or by other appropriate means:
(i)the certain date; and
(ii)the fact that the date specified in the following paragraph is to be the due date (meaning the due date prescribed in Article 197-5, paragraph (2), item (ii) of the Act as applied mutatis mutandis pursuant to Article 197-9, paragraph (2) of the Act; the same applies in paragraph (2) of the following Article and Article 90-21).
(2)The date specified by order of the competent ministry as referred to in Article 197-5, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 197-9, paragraph (2) of the Act is the latest date specified by the commodity derivatives business operator pursuant to provisions of the preceding paragraph which is within 1 year from the approval date (meaning the approval date prescribed in paragraph (2), item (i) of that Article as applied mutatis mutandis pursuant to Article 197-9, paragraph (2) of the Act; the same applies in the following Article and Article 90-21).
(Information to Be Stated in a Document Indicating Consent by a Corporation Other than an Eligible Consignor and an Eligible Commercial Person)
Article 90-20(1)The matter specified by order of the competent ministry as referred to in Article 197-5, paragraph (2), item (iii), (a) of the Act as applied mutatis mutandis pursuant to Article 197-9, paragraph (2) of the Act is the fact that the provisions set forth in the items of Article 220-4, paragraph (2) of the Act are not applicable when the applicant with regard to a commodity transaction contract (meaning an applicant prescribed in Article 197-5, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 197-9, paragraph (2) of the Act; the same applies in the following paragraph) becomes a person specified in those items on or after the approval date (excluding the case prescribed in the proviso to Article 220-4, paragraph (2) of the Act).
(2)The matters prescribed by order of the competent ministry under Article 197-5, paragraph (2), item (vii) of the Act as applied mutatis mutandis in Article 197-9, paragraph (2) of the Act are the following matters:
(i)the fact that the applicant will be treated as an eligible commercial person with regard to acts performed based on the provisions of laws and regulations or to the provisions of a contract related to commodity transaction contracts concluded on or before the due date, even when they are performed after the due date;
(ii)the fact that the applicant will be treated as an eligible commercial person with regard to the commodity transaction contract only by the commodity derivatives business operator that has given approval under the provisions of Article 197-5, paragraph (2) of the Act applied mutatis mutandis in Article 197-9, paragraph (2) of the Act;
(iii)the fact that with regard to commodity transaction contracts to be concluded on or before the due date with another commodity derivatives business operator by the commodity derivatives business operator on behalf of the applicant based on the commodity transactions contract, the applicant will also be treated as an eligible commercial person by the other commodity derivatives business operator;
(iv)the fact that the applicant may make a request under the provisions of Article 197-5, paragraph (10) of the Act as applied mutatis mutandis pursuant to Article 197-9, paragraph (2) of the Act at any time on or after the approval date.
(Necessary Period for a Corporation Other than an Eligible Consignor and an Eligible Commercial Person That Made a Request to Make a Request for Renewal)
Article 90-21(1)The period specified by order of the competent ministry as referred to in Article 197-5, paragraph (7) of the Act as applied mutatis mutandis pursuant to Article 197-9, paragraph (2) of the Act is 11 months (in the cases set forth in the following items, the period prescribed in each item):
(i)if the period from the approval date to the due date is less than 1 year (excluding the case set forth in the following item): a period obtained by subtracting 1 month from that period; and
(ii)if the period from the approval date to the due date does not exceed 1 month: 1 day.
(2)With regard to the application of the provisions of the preceding paragraph in the case set forth in Article 197-9, paragraph (2) of the Act, the term "approval date" in the items of that paragraph is deemed to be replaced by "the day following the previous due date".
(Information to be Stated in a Document Delivered to a Corporation Other than an Eligible Consignor and a Eligible Commercial Person That Made a Request for Reinstatement as a General Customer)
Article 90-22The matters prescribed by order of the competent ministry as referred to in Article 197-5, paragraph (12) of the Act as applied mutatis mutandis pursuant to Article 197-9, paragraph (2) of the Act are the following matters:
(i)the day approval under the provisions of Article 197-5, paragraph (11) of the Act as applied mutatis mutandis pursuant to Article 197-9, paragraph (2) of the Act is to be given (hereinafter referred to as the "approval date" in this Article);
(ii)the fact that in cases of soliciting conclusion of or concluding a commodity transaction contract on or after the approval date, a corporation that has made the request under the provisions of Article 197-5, paragraph (10) of the Act as applied mutatis mutandis pursuant to Article 197-9, paragraph (2) of the Act (referred to as the "applicant for reinstatement" in the following item) will be treated as a general customer again;
(iii)the fact that with regard to a commodity transaction contract to be concluded on or after the due date with another commodity derivatives business operator by a commodity derivatives business operator on behalf of the applicant for reinstatement based on the commodity transactions contract, the applicant for reinstatement will also be treated as a general customer by the other commodity derivatives business operator again.
(Sign of a Commodity Derivatives Business Operator)
Article 91The sign specified by order of the competent ministry as referred to in Article 198, paragraph (1) of the Act is prepared according to Form No. 9.
(Documents Attached to a Written Application for Registration)
Article 92(1)The documents specified by order of the competent ministry as referred to in Article 200, paragraph (4) of the Act are as follows:
(i)a copy of the residence certificate, etc. of the sales representative who seeks to obtain registration;
(ii)a document with which the sales representative and the registration applicant pledge that the sales representative who seeks to obtain registration does not fall under any of the items of Article 201, paragraph (1) of the Act;
(iii)a document proving that the sales representative who seeks to obtain registration has the knowledge and experience to perform the acts set forth in the items of Article 200, paragraph (1) of the Act in a fair and appropriate manner.
(2)When seeking to renew a registration under Article 200, paragraph (7) of the Act, the documents specified by order of the competent ministry as referred to in paragraph (4) of that Article are as follows:
(i)the documents set forth in the items of the preceding paragraph; and
(ii)when a sales representative seeking to renew a registration has been rendered a disposition (limited to a disposition for which five years have not elapsed from the date of disposition) pursuant to the provisions of Article 204, paragraph (1) of the Act (including as applied mutatis mutandis pursuant to Article 240-11 of the Act), a document stating the date of disposition, content of the disposition, and the reason for the disposition.
(Information to be Stated in the Register of Sales Representatives)
Article 93The information specified by order of the competent ministry as referred to in Article 200, paragraph (5) of the Act are as follows:
(i)the registration number;
(ii)the date of registration;
(iii)the trade name or name of the registration applicant;
(iv)the information concerning the sales representative set forth as follows:
(a)address;
(b)whether the sales representative is an officer or an employee;
(c)with regard to a person who has experience of performing the duties of a sales representative (including a sales representative related to the registration under the provisions of Article 200, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 240-11 of the Act), the trade name or name of the commodity derivatives business operator or commodity derivatives intermediary service provider with which the person was affiliated and the duration of the performance of the duties;
(d)with regard to a person who has experience of engaging in commodity derivatives intermediary service, the duration of the performance of the services;
(e)when the suspension of the duties is ordered pursuant to the provisions of Article 204, paragraph (1) of the Act, the date of the disposition, reasons for the disposition, and duration of the disposition;
(f)when revocation of registration under the provisions of Article 204, paragraph (1) of the Act is made or deletion of registration under the provisions of Article 205 of the Act is made, the date of and reason for the disposition.
(Registration Work Concerning a Sales Representative by the Association)
Article 94Pursuant to the provisions of Article 206, paragraph (1) of the Act, the association is to conduct the work related to registration set forth in the following items which concerns the association members (meaning association members prescribed in Article 244, paragraph (2) of the Act; the same applies hereinafter) belonging to the association:
(i)acceptance of a written application for registration pursuant to the provisions of Article 200, paragraph (3) of the Act;
(ii)registration pursuant to the provisions of Article 200, paragraph (5) of the Act;
(iii)notification pursuant to the provisions of Article 200, paragraph (6) of the Act, Article 15, paragraphs (5) and (7) of the Act as applied mutatis mutandis pursuant to Article 201, paragraph (2) of the Act, and Article 204, paragraph (2) of the Act;
(iv)refusal of registration pursuant to the provisions of Article 201, paragraph (1) of the Act;
(v)hearing of opinions pursuant to the provisions of Article 15, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 201, paragraph (2) of the Act;
(vi)acceptance of notifications pursuant to the provisions of Article 203 of the Act;
(vii)order for revocation of registration and suspension of duties pursuant to the provisions of Article 204, paragraph (1) of the Act;
(viii)hearing of opinions of witnesses, submission of opinions or reports by witnesses, or examination by experts, pursuant to the provisions of Article 158, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 204, paragraph (3) of the Act, and hearings pursuant to the provisions of Article 159, paragraph (4) of the Act; and
(ix)revocation of registration pursuant to the provisions of Article 205 of the Act.
(Notification on Registration Work Concerning a Sales Representative)
Article 95When seeking to submit a notification pursuant to the provisions of Article 206, paragraph (4) of the Act, the association must submit the documents stating the information set forth in the following items to the competent minister:
(i)the trade name of the association member to which the sales representative is assigned;
(ii)the name and date of birth of the sales representative;
(iii)the content of the registration work handled (limited to the work related to the information set forth in the preceding two items) and the date of handling the work; and
(iv)if the content of the registration work set forth in the preceding item is an order of suspension of duties or revocation of registration, the reasons for the suspension or revocation.
(Payment Method of Registration Fees)
Article 96When registration fees are paid by cash pursuant to the provisions of the proviso to Article 26 of the Order, the registration fees must be paid based on the payment information obtained by filing the application for registration.
(Measures of Segregation of Property Related to Transactions in a Commodity Market)
Article 97(1)The properties specified by order of the competent ministry as referred to in Article 210, item (i) of the Act are money, securities, and other properties equivalent to the sum of the values set forth in the following items:
(i)accounts receivable from a consignor (with regard to transactions, etc. in a commodity market, limited to properties which can be offset against the money, securities, and other properties deposited by the consignor and money on the consignor's account (excluding money equivalent to profit for transactions in a commodity market on the consignor's account for which the settlement has not been completed));
(ii)the clearing margins deposited with a commodity exchange based on the provisions of Article 103, paragraph (1) of the Act (limited to the clearing margins for which a consignor (meaning a consignor prescribed in item (ii) of the same paragraph) or an person that entrusts brokerage (meaning a person that entrusts brokerage prescribed in item (iv) of that paragraph; the same applies in (a) and (b) of the following item) who holds a right to demand restitution), or the clearing margins deposited with a commodity clearing organization based on the provisions of Article 179, paragraph (1) of the Act (limited to that a consignor (meaning a consignor prescribed in item (i), (b) of that paragraph), a person that entrusts brokerage (meaning a person that entrusts brokerage prescribed in (d) of that item; the same applies in (c) and (d) of the following item), a person entrusting the clearing brokerage (meaning a person entrusting the clearing brokerage prescribed in item (ii), (b) of that paragraph), or a consignor that makes a request to the clearing broker (meaning a consignor that makes a request to the clearing broker prescribed in (d) of that item; the same applies in (c) and (e) of the following item) who holds a right to demand restitution);
(iii)in cases of a person who falls under person set forth in the following sub-items, the matters specified in each of those items:
(a)a broker (meaning a broker prescribed in Article 103, paragraph (1), item (ii); the same applies in (b)) who has accepted brokerage of the consignment of a transaction in a commodity market from a person that entrusts brokerage who deposits consignor margins based on the provisions of Article 103, paragraph (2) of the Act: the consignor margins;
(b)a broker who has received a deposit of brokerage margins from a person that entrusts brokerage based on the provisions of Article 103, paragraph (3) of the Act and has deposited the consignor margins with members, etc. based on the provisions of paragraph (2) of that Article: the consignor margins (limited to within the scope of the amount of the brokerage margins deposited with the broker);
(c)a broker (meaning a broker prescribed in Article 179, paragraph (1), item (i), (b) of the Act; the same applies in (d)) who has accepted the brokerage of the consignment of transactions in a commodity market from a person that entrusts brokerage who deposits consignor margins based on the provisions of Article 179, paragraph (2) of the Act, or a clearing broker (meaning a clearing broker prescribed in paragraph (1), item (ii), (b) of that Article; the same applies in (e)) who has accepted the brokerage of the consignment of the brokerage of the consignment of commodity clearing transactions from a consignor that makes a request to the clearing broker who deposits consignor margins based on the provisions of paragraph (2) of that Article: the customer margins;
(d)a broker who has received a deposit of brokerage margins from a person that entrusts brokerage based on the provisions of Article 179, paragraph (3) of the Act and has deposited the consignor margins with members, etc. based on the provisions of paragraph (2) of that Article: the consignor margins (limited to within the scope of the amount of the brokerage margins deposited with the broker);
(e)a clearing broker who has accepted a deposit of clearing brokerage margins from a consignor that makes a request to the clearing broker based on the provisions of Article 179, paragraph (4) of the Act and has deposited the consignor margins with members, etc. based on the provisions of paragraph (2) of that Article: the consignor margins (limited to within the scope of the amount of the clearing brokerage margins deposited with the clearing broker);
(iv)in cases of concluding a contract prescribed in the provisions of Article 103, paragraph (7) of the Act (including as applied mutatis mutandis pursuant to Article 179, paragraph (7) of the Act) and obtaining a deposit deferral of clearing margins based on Article 103, paragraph (9) of the Act (including as applied mutatis mutandis pursuant to Article 179, paragraphs (7) and (8) of the Act): the clearing margins for which a deposit deferral was obtained;
(v)a loss related to transactions in a commodity market on a consignor's account for which settlement is not completed (with regard to transactions, etc. in a commodity market, limited to those that can be offset against money, securities, and other property deposited by the consignor and against money, securities, and other property belonging to the consignor's account); and
(vi)money, securities, and other property deposited with a commodity exchange or a commodity clearing organization for the settlement of delivery related to transactions in a commodity market on a consignor's account.
(2)In cases referred to in the preceding paragraph, the value of the securities are to be based on the market value.
Article 98(1)The measures specified by order of the competent ministry as referred to in Article 210, item (i) of the Act (hereinafter referred to as "measures for consignor assets preservation") are as follows:
(i)concluding a contract of trust (hereinafter referred to as the "trust contract" in this Article, Article 98-3, and Article 139) with a trust company or a financial institution engaged in trust business (limited to contracts that satisfy the following requirements):
(a)for the trust contract, a commodity derivatives business operator is the consignor, a trust company or a financial institution engaged in trust business is the trustee, and the person who entrusted the transactions, etc. in a commodity market to the commodity derivatives business operator (hereinafter referred to as the "transaction consignor" in this item) is the beneficiary of the principal;
(b)for the trust contract, a person who is appointed from among the officers and employees of the commodity derivatives business operator (if a commodity derivatives business operator concludes multiple trust contracts as measures for consignor assets preservation, the same person is to be assigned as the agent for a beneficiary of a trust related to these trust contracts) and a consignor protection fund (limited to a consignor protection fund which the commodity derivatives business operator joined as a member; hereinafter the same applies in this Article) are the agents for a beneficiary of a trust;
(c)if a commodity derivatives business operator becomes a commodity futures derivatives business operator subject to a notice (meaning a commodity derivatives business operator subject to a notice prescribed in the provisions of Article 304 of the Act; the same applies hereinafter) notwithstanding the provisions of (b), only the consignor protection fund is to be assigned as the agent for a beneficiary of a trust, unless otherwise specifically permitted by the consignor protection fund;
(d)the trust property is to be a money trust whose investment is limited to one of the following methods; provided, however, that this does not apply if it is a money trust with a contractual agreement for the compensation of principal pursuant to the provisions of Article 6 of the Act on Engagement in Trust Business by Financial Institutions (Act No. 43 of 1943):
1.holding Japanese government bonds and other securities designated by the competent minister;
2.depositing money in a bank or other financial institutions designated by the competent minister; and
3.other methods specified by the competent minister;
(e)the appraised amount of the principal of the trust property is to be the amount of the principal of the trust;
(f)in the following cases, the cancellation of a trust contract or the cancellation of a part of a trust contract may not be carried out unless the consignor protection fund which is the agent for a beneficiary of a trust gives its approval in advance:
1.when the appraised value of the trust fund's principal exceeds the necessary amount for the trust (meaning the amount calculated by deducting the amount for other measures for consignor assets preservation from the amount of the property subject to preservation of the commodity derivatives business operator), in cases where there is an intention to cancel the trust contract or a part of the trust contract within the scope of the amount equivalent to the excess amount;
2.in cases where there is an intention to cancel the trust contract or a part of the trust contract in order to change to another measure for consignor assets preservation;
3.in cases where there is an intention to cancel the trust contract or a part of the trust contract in order to deposit funds as clearing margins for transactions in a commodity market on a transaction consignor's account with a commodity exchange or a commodity clearing organization;
4.in cases where there is an intention to cancel the trust contract or a part of the trust contract in order to pay for a transaction loss or a delivery settlement to a commodity exchange or a commodity clearing organization related to transactions in a commodity market on a transaction consignor's account;
5.in cases where there is an intention to cancel the trust contract or a part of the trust contract in order to pay the money, securities, or other property which were deposited by a transaction consignor or which belongs to a transaction consignor's account, to the transaction consignor;
6.in cases where there is an intention to cancel the trust contract or a part of the trust contract in order to collect commission fees or otherwise execute the rights of the commodity derivatives business operator related to the entrustment against a transaction consignor;
(g)the trust contract must not be changed unless the consignor protection fund which is the agent for a beneficiary of a trust gives its approval in advance;
(h)when a commodity derivatives business operator has come to fall under a commodity derivatives business operator subject to a notice, or when a consignor protection fund which is the agent for a beneficiary of a trust judges that it is necessary for the smooth repayment of the commodity derivatives business operator's debts related to the return of the consignor 's assets to a transaction consignor, the beneficiary rights to the principal related to the trust contract are to be executed by the consignor protection fund for all transaction consignors in a lump sum. In such a case, the termination of the trust contract by considering that its purpose has been accomplished is not precluded;
(i)beyond what is set forth in sub-items (a) through (h), the requirements specified by the operational rules of the consignor protection fund;
(ii)concluding a contract for depositing properties with a consignor protection fund (limited to those that satisfy the following requirements):
(a)the value of the securities among the properties deposited with a consignor protection fund (hereinafter referred to as the "deposited property" in this item) is based on the market value;
(b)cases in which the deposited property can be withdrawn are the following cases, excluding the case prescribed in (c):
1.when the appraised value of the deposited property exceeds the necessary amount for the deposit (the amount calculated by deducting the amount for the other measures for consignor assets preservation from the amount of the property subject to preservation of the commodity derivatives business operator), cases in which there is an intention to withdraw the deposited property within the scope of the amount equivalent to the excess amount;
2.in cases where there is an intention to withdraw the deposited property in order to change to another measure for consignor assets preservation;
3.in cases where there is an intention to withdraw the deposited property in order to deposit the property as clearing margins for transactions in a commodity market on a consignor's account with a commodity exchange or a commodity clearing organization;
4.in cases where there is an intention to withdraw the deposited property in order to pay for a transaction loss or a delivery settlement to a commodity exchange or a commodity clearing organization related to transactions in a commodity market on a consignor's account;
5.in cases where there is an intention to withdraw the deposited property in order to pay the money, securities, and other property which were deposited by a consignor or which belong to a consignor's account, to the consignor;
6.in cases where there is an intention to withdraw the deposited property in order to collect commission fees or otherwise execute the rights of the commodity derivatives business operator related to entrustment against a consignor;
(c)in cases where a commodity derivatives business operator has come to fall under a commodity derivatives business operator subject to a notice, or where the consignor protection fund judges that it is necessary for the smooth repayment of the commodity derivatives business operator's debts related to the return of a consignor's assets to a consignor (hereinafter referred to as an "debts to a consignor" in this Article and Article 139, paragraph (1), items (ii) through (v)), the deposited property can be allocated for repayment by the commodity derivatives business operator's debts to a consignor which is carried out by the consignor protection fund on behalf of the commodity derivatives business operator (hereinafter referred to as the "payment in subrogation" in this paragraph);
(d)in the cases referred to in (c), the commodity derivatives business operator can withdraw only the remaining amount of the deposited property after the consignor protection fund allocates the deposited property for the payment in subrogation;
(e)beyond what is set forth in sub-items (a) through (d), the requirements specified by the operational rules of the consignor protection fund;
(iii)to conclude a contract entrusting a financial institution to make the payment of the whole or a portion of the necessary amount for the repayment of debts to a consignor to a consignor protection fund (hereinafter referred to as an "guarantee entrustment contract" in this item and Article 139, paragraph (1), item (iv)) (limited to the cases that satisfy the following requirements; referred to as "guarantee entrustment" in Article 139, paragraph (1), item (iv)):
(a)the contract is for entrustment to the following financial institutions:
1.a bank;
2.the Shoko Chukin Bank, Ltd.
3.a credit cooperative;
4.a Shinkin Bank;
5.The Norinchukin Bank;
6.an agricultural cooperative and a federation of agricultural cooperatives which can accept deposits or savings in the course of trade;
7.a trust company (limited to a person who is approved by the Prime Minister for conducting business on guarantee of obligations based on the provisions of Article 21, paragraph (2) of the Trust Business Act);
8.an insurance company;
(b)a guarantee entrustment contract must not be canceled or changed unless the consignor protection fund approves in advance;
(c)the limit of the amount to be paid to the consignor protection fund by a financial institution set forth in (a) based on the guarantee entrustment contract is specified in advance (hereinafter referred to as "payment guarantee limit amount" in this item);
(d)in cases where a commodity derivatives business operator has come to fall under a commodity derivatives business operator subject to a notice and where the consignor protection fund judges that it is necessary for the smooth repayment of the commodity derivatives business operator's debts to a consignor, the consignor protection fund can instruct a financial institution set forth in (a), which has concluded a guarantee entrustment contract to pay to the consignor protection fund the necessary amount for repayment of the debts to a consignor within the limit of the payment guarantee limit amount;
(e)beyond what is set forth in sub-items (a) through (d), the requirements specified by the operational rules of the consignor protection fund;
(iv)in addition to the measures set forth in the preceding two items, conclusion of a contract entrusting the consignor protection fund to repay the whole or a part of the commodity derivatives business operator's debts on behalf of the commodity derivatives business operator (hereinafter referred to as a "subrogation consignment agreement" in this item and Article 139, paragraph (1), item (v)) (limited to those that satisfy the following requirements; referred to as a "subrogation consignment" in Article 139, paragraph (1), item (v)):
(a)a subrogation consignment agreement must not be canceled or changed unless the consignor protection fund approves in advance;
(b)the limit of the amount to be paid in subrogation for the debts to a consignor by a consignor protection fund on behalf of the commodity derivatives business operator is specified in advance (hereinafter referred to as the "subrogation limit amount" in this item);
(c)in cases where a commodity derivatives business operator has come to fall under a commodity derivatives business operator subject to a notice or where a consignor protection fund judges that it is necessary for the smooth repayment of the commodity derivatives business operator's debts to a consignor, the consignor protection fund is to pay the debts to a consignor on behalf of the commodity derivatives business operator within the limit of the subrogation limit amount; and
(d)beyond what is set forth in sub-items (a) through (c), the requirements specified by the operational rules of the consignor protection fund.
(2)When a commodity derivatives business operator has concluded or changed the contract set forth in the items of the preceding paragraph, they must submit a copy of the contract to the competent minister without delay; provided, however, that in cases where a trust contract has been changed, a certificate of balance issued by the trust company concluding the contract or a financial institution engaged in trust business is to be attached.
(3)When a commodity derivatives business operator seeks to cancel a contract set forth in the items of paragraph (1), a notification of that fact must be submitted to the competent minister 30 days prior to the cancellation.
(4)With regard to transactions in a commodity market, a commodity derivatives business operator must not deposit as collateral, loan, nor dispose of securities and other property deposited by a consignor or securities and other property belonging to a consignor's account contrary to the purpose of the entrustment; provided, however, that this does not apply in cases of depositing them with a consignor protection fund, or depositing them as collateral, or placing them in trust with the following financial institutions, after obtaining the consent of the consignor:
(i)a bank;
(ii)the Shoko Chukin Bank, Ltd.;
(iii)a credit cooperative;
(iv)a Shinkin Bank;
(v)The Norinchukin Bank;
(vi)an agricultural cooperative and a federation of agricultural cooperatives which can accept deposits or savings in the course of trade;
(vii)a person set forth in Article 1-2, item (iv) of the Enforcement Order of the Money Lending Business Act (Cabinet Order No. 181 of 1983);
(viii)a trust company or a financial institution engaged in trust business; and
(ix)an insurance company.
(Measures of Segregation of Property Related to Foreign Commodity Market Transactions and Over-the-Counter Commodity Derivatives Transactions)
Article 98-2(1)The properties specified by order of the competent ministry as referred to in Article 210, item (ii) of the Act are money, securities, and other property equivalent to the total amount of the value of properties specified in the following items in accordance with the category of transactions set forth in each item:
(i)foreign commodity market transactions: property equivalent to those set forth in the items of Article 97, paragraph (1) in a foreign country;
(ii)over-the-counter commodity derivatives transactions:
(a)if the commodity derivatives business operator is a financial institution that accepts deposits, savings, or installment savings, etc. prescribed in Article 2, paragraph (4) of the Banking Act (hereinafter referred to as "deposits, etc."), the deposits, etc. accepted from consignors, etc.;
(b)accounts receivable from a consignor (with regard to over-the-counter commodity derivatives transactions, limited to those that can be offset against money, securities, and other property deposited by the consignor and the money belonging to the consignor's account (excluding cash equivalent to profit related to over-the-counter commodity derivatives transactions on the consignor's account for which settlement has not been completed));
(c)loss related to over-the-counter commodity derivatives transactions on the account of the consignor, etc. for which the settlement has not been completed (limited to those that can be offset against money, securities, and other property deposited by the consignor, etc. and the money, securities, and other property belonging to the account of the consignor, etc. in relation to over-the-counter commodity derivatives transactions);
(d)when a commodity derivatives business operator conducts over-the-counter commodity derivatives transactions based on a master agreement with a consignor (meaning a master agreement prescribed in Article 2, paragraph (5) of the Act on Collective Clearing of Specified Financial Transactions Conducted by Financial Institutions (Act No. 108 of 1998); hereinafter the same applies in this sub-item (d)) with a provision for collective clearing (meaning collective clearing prescribed in paragraph (6) of that Article), when there is a valuation loss for the consignor given the appraised value (meaning appraised value prescribed in paragraph (6) of that Article) at the time when a cause of collective clearing (meaning a cause of collective clearing as defined in paragraph (4) of that Article; hereinafter the same applies in this sub-item (d)) occurs for a specified financial transaction (meaning a specified financial transaction as defined in paragraph (1) of that Article, and excluding the over-the-counter derivatives transaction) performed based on the master agreement in cases where a cause of collective clearing occurs for the consignor, the valuation loss (limited to cases in which it is found that there is no risk of resulting in insufficient protection of consignors, etc. when over-the-counter commodity derivatives transactions are settled based on the master agreement);
(e)securities that a commodity derivatives business operator may use under the terms of a contract.
(2)In the cases referred to in the preceding paragraph, the value of the securities is to be based on the market value.
Article 98-3(1)The measures specified by order of the competent ministry as referred to in Article 210, item (ii) of the Act are those specified in the following items in accordance with the category of consignors, etc. set forth in each of those items:
(i)a consignor, etc. that is an individual (hereinafter referred to as "individual consignor, etc." in this paragraph): to conclude trust contracts (limited to those that satisfy the following requirements):
(a)the trust contract is to have a commodity derivatives business operator as the consignor and the trust company or a financial institution engaging in trust business as the trustee, and the individual consignor, etc. related to the acts set forth in Article 2, paragraph (22), items (iii) through (v) of the Act (hereinafter referred to as "specified acts" in this item) as the beneficiary of the principal;
(b)for the trust contract, agents for the beneficiary are to be appointed, and at least one of the beneficiary's agents is an attorney-at-law, a legal professional corporation, a certified public accountant, an audit corporation, a tax accountant, a tax accountant corporation, or a person specified by the competent minister (hereinafter referred to as "attorney-at-law, etc." in this item);
(c)when multiple specified trusts are carried out (meaning trusts in which a commodity derivatives business operator has an individual consignor, etc. as the counterparty, or trusts related to specified acts performed on behalf of an individual consignor, etc.; hereinafter the same applies in this Article), the same beneficiary's agents are appointed for the multiple specified trusts;
(d)when a commodity derivatives business operator comes to fall under any of the following cases, only a beneficiary's agent who is an attorney-at-law, etc. exercises their authority (excluding cases in which the beneficiary's agent who is an attorney-at-law, etc. approves the exercise of authority by other beneficiary's agents):
1.permission under Article 90, paragraph (1) of the Act has been canceled pursuant to the provisions of Article 235, paragraph (3) or Article 236, paragraph (1) of the Act;
2.permission under Article 190, paragraph (1) of the Act ceases to be effective pursuant to the provisions of Article 190, paragraph (2) or Article 197, paragraph (2) of the Act;
3.when a petition is filed for the commencement of bankruptcy proceedings, rehabilitation proceedings, reorganization proceedings, or special liquidation (in cases of a foreign corporation, when a petition is filed for the commencement of bankruptcy proceedings, rehabilitation proceedings, reorganization proceedings, or special liquidation, or the same type of petition is filed in the country where the head office, etc. is located, pursuant to the laws and regulations of that country);
4.when the commodity derivatives business is discontinued (in cases of a foreign corporation, the discontinuation of commodity derivatives business at all business offices or offices in Japan; hereinafter the same applies in this 4) or dissolved (in cases of a foreign corporation, commencement of liquidation of business offices or offices in Japan; hereinafter the same applies in this 4), or when a public announcement of discontinuation or dissolution of commodity derivatives business under the provisions of Article 97, paragraph (3) of the Act is made;
5.when an order to suspend business pursuant to the provisions of Article 236, paragraph (1) of the Act is received (limited to cases that fall under item (vii) of that paragraph).
(e)the trust property is to be a money trust whose investment is limited to one of the following methods; provided, however, that this does not apply if it is a money trust with a contractual agreement for the compensation of principal pursuant to the provisions of Article 6 of the Act on Engagement in Trust Business by Financial Institutions:
1.holding of the following securities:
i.Japanese national government bond securities;
ii.local government bond securities;
iii.securities issued by a public company, a public finance company, or a public organization, or other securities for which payment of the principal and interest is guaranteed by the government;
iv.Japan Federation Association Bonds under the provisions of Article 54-2-4, paragraph (1) of the Shinkin Bank Act, long-term credit bank bonds under the provisions of Article 8 of the Long Term Credit Bank Act, Norinchukin Bank Bonds under the provisions of Article 60 of the Norinchukin Bank Act, and Shoko Chukin Bank Bonds under the provisions of Article 33 of the Shoko Chukin Bank Limited Act (including those deemed to be Shoko Chukin Bank Bonds issued pursuant to the provisions of Article 33 of that Act pursuant to the provisions of Article 37 of the Supplemental Provisions of that Act;
v.specified corporate bonds under the provisions of Article 8, paragraph (1) of the Act on Financial Institutions' Merger and Conversion (Act No. 86 of 1968) (including as applied mutatis mutandis pursuant to Article 55, paragraph (4) of that Act) (including bond certificates under the provisions of Article 17-2, paragraph (1) of the Act on Financial Institutions' Merger and Conversion (including as applied mutatis mutandis pursuant to Article 24, paragraph (1), item (vii) of that Act) before amendment by the provisions of Article 199 of the Act on Arrangement of Relevant Acts Incidental to Enforcement of the Companies Act (Act No. 87 of 2005));
vi.beneficiary certificates based on the Loan Trust Act (Act No. 195 of 1952) for which there is a contractual agreement for the compensation of principal;
vii.secured bonds (limited to those with no reimbursement and interest extension);
viii.beneficiary certificates of investment trusts set forth in Article 65, item (ii), sub-items (a) through (c) of the Cabinet Office Order on Financial Instruments Business (Cabinet Office Order No. 52 of 2007) (limited to within the scope equivalent to one-third of the specified trust required amount (meaning the sum of individual specified trust required amounts (meaning an amount calculated for the amount of property set forth in Article 240, item (ii) of the Act for each individual consignor, etc.; hereinafter the same applies in this Article); hereinafter the same applies in this Article);
2.deposits or savings deposits in the following financial institutions (when a commodity derivatives business operator is the financial institution, excluding deposits or savings deposits in their own institution):
i.a bank
ii.Shinkin Bank and federation of Shinkin Banks, and labor banks and The Rokinren Bank;
iii.The Norinchukin Bank and the Shoko Chukin Bank, Ltd.;
iv.credit cooperatives and federation of credit cooperatives, and agricultural cooperatives, fishery cooperatives, federation of fishery cooperatives, fishery processing cooperatives, and federation of fishery processing cooperatives that can accept deposits and savings in the course of trade;
3.call loans;
4.due from bank account at a financial institution engaged in the trust business that is the trustee;
5.money trust created with a financial institution engaged in the trust business for which there is a contractual agreement for the compensation of principal.
(f)if the appraised value of the principal of trust property falls short of the specified trust required amount, money equivalent to the amount of deficiency is to be added to the trust property by the commodity derivatives business operator within 2 business days from the day following the day on which the deficiency occurred;
(g)the commodity derivatives business operator calculates the appraised value of securities that are trust peoperties at the market value (excluding cases in which the specified trust is a money trust with a contractual agreement for the compensation of principal pursuant to the provisions of Article 6 of the Act on Engagement in Trust Business by Financial Institutions);
(h)if a specified trust is a money trust with a contractual agreement for the compensation of principal pursuant to the provisions of Article 6 of the Act on Engagement in Trust Business by Financial Institutions, the appraised value of the principal of the trust property is to be the amount of the principal of the money trust;
(i)cancellation of the whole trust contract or a part of the trust contract may not be made in cases other than the following cases:
1.when the appraised value of the principal of trust property exceeds the specified trust required amount, seeking to cancel or partially cancel the trust contract within the scope of an amount equivalent to the excess amount; or
2.seeking to cancel or partially cancel the trust contract for the purpose of entrusting the property as trust property related to another specified trust;
(j)trust property related to cancellation or partial cancellation of a trust contract performed in the cases set forth in (i) 1 or 2 is to belong to the consignor;
(k)when a commodity derivatives business operator comes to fall under any of the cases set forth in (d) 1 through 5, the commodity derivatives business operator may not give instructions on the investment of the trust property to the trustee unless otherwise specifically permitted by a beneficiary's agent who is an attorney-at-law, etc.;
(l)if a beneficiary's agent who is an attorney-at-law, etc. determines it to be necessary, the beneficial rights of an individual consignor, etc. are exercised collectively for all individual consignors by the beneficiary's agent who is an attorney-at- law, etc.;
(m)if the beneficial rights of individual consignors are exercised collectively by a beneficiary's agent who is an attorney-at-law, etc., the trust contract related to the beneficial rights may be terminated;
(n)the amount to be paid to each individual consignors in cases where the individual consignor, etc. exercise beneficial rights is an amount obtained by multiplying the proportion of individual specified trust required amount related to the individual out of the specified trust required amount on the date of exercise of the beneficial rights (if the amount exceeds the individual specified trust required amount, the individual specified trust required amount) by the principal conversion amount on the date (meaning an amount obtained by converting the trust property pertaining to the specified trust (limited to the portion of the principal) (the principal amount, in cases where the specified trust is a money trust with a contractual agreement for the compensation of principal pursuant to the provisions of Article 6 of the Act on Engagement in Trust Business by Financial Institutions); the same applies in (o));
(o)if the principal conversion amount on the date on which beneficial rights are exercised by an individual consignor, etc. exceeds the specified trust required amount, the excess amount is to belong to the consignor;
(ii)consignor, etc. other than individual consignor, etc.: any of the following measures:
(a)deposits or savings in banks, cooperative organization financial institutions or the Shoko Chukin Bank, Ltd. (limited to those that are clearly identifiable as property set forth in Article 210, item (ii) of the Act by the account name);
(b)conclusion of a trust contract (limited to those that satisfy the following requirements):
1.that the trust is a money trust with a contractual agreement for the compensation of principal pursuant to the provisions of Article 6 of the Act on Engagement in Trust Business by Financial Institutions, or is a money trust created with a trust company or a financial institution engaged in the trust business and the trust property will be safely managed;
2.that the property is clearly identifiable as property set forth in Article 210, item (ii) of the Act by the account name.
(c)deposit with a counterparty, etc. to a cover deal (in cases where transactions in a commodity market or a foreign commodity market in which commodities or commodity indexes that are the subject of over-the-counter commodity derivatives transactions conducted by the consignor, purchase and sale related to the over-the-counter commodity derivatives transactions and other equivalent matters are the same, or over-the-counter commodity derivatives transactions with another commodity derivatives business operator or another person (hereinafter referred to as "other commodity derivatives business operator, etc." in this sub-item (c) and sub-item (d)) as the counterparty (hereinafter referred to as "cover deal" in this sub-item (c)) are performed for the purpose of reducing losses that may occur from the over-the-counter commodity derivatives transaction that the commodity derivatives business operator conducts with a consigner, etc. as the counterparty, meaning a commodity exchange, a commodity clearing organization, a foreign commodity market maker, or a corporation based on the law of a foreign country and engaged in the same type of business as the business of assuming commodity transaction debts in a foreign country (hereinafter referred to as "foreign commodity clearing organization" in this sub-item (c)) or another commodity derivatives business operator related to the cover deal) (in cases where the commodity derivatives business operator conducts the cover deal, limited to cases in which cash, securities, and other property related to the cover deal are deposited with the commodity exchange, commodity clearing organization, foreign commodity market establisher, foreign commodity market clearing organization, or other commodity derivatives business operator);
(d)deposit with an intermediary, etc. counterparty (meaning another commodity derivatives business operator, etc. that is a counterparty of an intermediary, broker, or agent when a commodity derivatives business operator conducts intermediation, brokerage, or action as an agent for over-the-counter commodity derivatives transactions on behalf of a consignor) (when the commodity derivatives business operator conducts intermediation, brokerage, or action as an agent for over-the-counter commodity derivatives transactions with the other commodity derivatives business operator, etc. as an intermediary, etc. counterparty, limited to the case of depositing money, securities, and other property related to the over-the-counter commodity derivatives transactions with the other commodity derivatives business operator).
(2)If a commodity derivatives business operator takes measures for specified trust, the commodity derivatives business operator must calculate individual specified trust required amounts and specified trust required amounts every day;
(3)if a commodity derivatives business operator takes the measures set forth in paragraph (1), item (ii), (c) or (d), the commodity derivatives business operator must periodically confirm the value of the money, securities, and other property deposited with the other commodity derivatives business operator, etc.;
(4)If a commodity derivatives business operator receives a deposit of securities, etc. (meaning securities and property other than money; hereinafter the same applies in this paragraph) from a consignor, etc. in relation to a foreign commodity market transaction or an over-the-counter commodity derivatives transaction, the securities may be managed separately from the business operator's own property by one of the following methods specified in accordance with the category of securities, etc. set forth in each item, notwithstanding the provisions of paragraph (1). In such a case, the commodity derivatives business operator is deemed to have taken the measure prescribed in Article 210, item (ii) of the Act.
(i)securities, etc. which the commodity derivatives business operator manages by retaining them (excluding securities in commingled deposit; the same applies in the following item): for the location of retention of securities, etc. received for deposit from a consigner (hereinafter referred to as "consigner securities, etc." in this paragraph), the method of clearly separating the location of retention for securities, etc. which are the business operator's own property and those other than consignor securities, etc. (hereinafter referred to as "own securities, etc." in this paragraph), and the consignor securities, etc. are retained in a condition that they are immediately distinguishable as to which consignor's securities they are;
(ii)securities, etc. which the commodity derivatives business operator manages by having a third party retain them: the method of management by having the third party clearly distinguish the location of retention of consignor securities from the location of retention for own securities, etc., and retaining the consignore securities, etc. in a condition that they are immediately distinguishable as to which consignor's secutiries they are;
(iii)securities, etc. which the commodity derivatives business operator manages by retaining them (limited to securities in commingled deposit; the same applies in the following item): the method of managing the securities, etc. by clearing separating the location of retention for consignor securities, etc. from the location of retention for own securities, etc., and retaining them in a condition that the equity of each consignor related to the consignor securities, etc. are immediately disntinguishabe by the business operator's own books;
(iv)securities, etc. which the commodity derivatives business operator manages by having a third party retain them: the method of management by having the third party separate the account for consignors, etc. of the commodity derivatives business operator from the account for the commodity derivatives business operator and other methods, that enable the equity related to the consignor securities, etc. to be immediately distinguished, and of retaining them in a condition that the equity of each consignor related to the consignor securities, etc. are immediately distinguishable by the commodity derivatives business operator's books (in cases of having a third party in a foreign country retain them, if, under the laws of the foreign country, the third party is unable to separate the retention of the equity related to consignor securities, etc. from the equity related to own securities, etc., or if a particularly unavoidable cause is found to exist with regard to the fact that the securities, etc. may not be retained by the third party in a condition that the equity related to consignor securities are immediately distinguishable, the method of managing the securities, etc. by retaining them in a condition that the equity of each consignor related to the consignor securities, etc. are immediately distinguishable by the commodity derivatives business operator's books);
(v)rights deemed to be securities pursuant to provisions of Article 2, paragraph (2) of the Financial Instruments and Exchange Act, and other securities (excluding those set forth in the preceding items): the method specified in the following (a) or (b) in accordance with the category of cases set forth in (a) or (b):
(a)if a document proving the right required when exercising the right and other documents exist: the method of managing the securities, etc. by deeming the documents to be securities etc. and in accordance with the category of securities, etc. set forth in each of the preceding items;
(b)in cases other than the case set forth in (a): the method of having a third party clearly manage the rights as consignor, etc. securities, and in a condition that the state of the management is immediately identifiable by the commodity derivatives business operator's books.
(vi)securities, etc. that cannot be managed by the methods prescribed in the preceding items because of common ownership by the commodity derivatives business operator and the consignor, etc.: the method of managing the securities in a condition that the equity of each consignor related to cosignor securities, etc. is immediately distinguishable by the commodity derivatives business operator's books.
(Calculating the Amount Corresponding to Risks)
Article 99(1)The amount calculated pursuant to the provisions of order of the competent ministry as referred to in Article 211, paragraph (1) of the Act is the sum of the following amounts:
(i)the market risk equivalent amount (meaning an amount calculated as prescribed by the competent minister as an amount equivalent to potential risk arising from fluctuations in quotations, etc. on commodity markets and other reasons; the same applies in the main clause of the following paragraph and Article 100-2, paragraph (1), item (ii));
(ii)the counterparty risk equivalent amount (meaning an amount calculated as prescribed by the competent minister as an amount equivalent to potential risk arising from default in performance of contracts by the counterparty to a transaction and other reasons; the same applies in the main clause of the following paragraph and Article 100-2, paragraph (1), item (ii));
(iii)the fundamental risk equivalent amount (meaning an amount calculated as prescribed by the competent minister as an amount equivalent to potential risk arising from errors in paperwork and other execution of routine business; the same applies in Article 100-2, paragraph (1), item (ii)).
(2)commodity derivatives business operators (excluding those that fall under the persons set forth in the items of Article 28 of the Order; the same applies in the following Article) are to use rational methods to ascertain the market risk equivalent amount and the counterparty risk equivalent amount each business day; provided, however, that this does not apply to commodity derivatives business operators that are financial instruments business operators who ascertain the market risk equivalent amount prescribed in Article 178, paragraph (1), item (i) of the Cabinet Office Order on Financial Instruments Business and the counterparty risk equivalent amount prescribed in item (ii) of that paragraph each business day based on the provisions of paragraph (2) of that Article.
(Notification of Net Assets Regulation Ratio)
Article 100(1)A notification of the net assets regulation ratio at the end of each month specified in Article 211, paragraph (1) of the Act are to be given by a monthly report to be submitted pursuant to the provisions of Article 117, paragraph (1), item (i).
(2)Notwithstanding the provisions of Article 38, the preceding Article, and the preceding paragraph, commodity derivatives business operators that are financial instruments business operators may calculate the net assets regulation ratio by using the amount obtained by deducting the sum of the amounts prescribed in Article 177, paragraph (1) of the Cabinet Office Order on Financial Instruments Business from the sum of the amounts prescribed in Article 176, paragraph (1) of that Order as the amount of net assets, and the sum of the amounts prescribed in Article 178, paragraph (1) of that Order as the amount calculated as specified by order of the competent ministry as referred to in Article 211, paragraph (1) of the Act, respectively, and file a written notification of the net assets regulation ratio (limited to a documemt with the content equivalent to or greater than the part concerning the net assets regulation ratio stated in the document prepared according to Form No. 12).
(3)The cases specified by order of the competent ministry as referred to in Article 211, paragraph (1) of the Act are the cases set forth in the following items:
(i)when the net assets regulation ratio falls below 140 percent; and
(ii)when the net assets regulation ratio has recovered to 140 percent or more.
(4)A commodity derivatives business operator who has come to fall under item (i) of the preceding paragraph must immediately report that fact to the competent minister pursuant to the provisions of Article 211, paragraph (1) of the Act, and must prepare a written notification concerning the net assets regulation ratio using Form No. 10 each business day and submit the written notification to the competent minister without delay.
(5)The written notification specified in the preceding paragraph must be attached with the documents specified in the following items in accordance with the category of cases set forth in each of those items:
(i)when the net assets regulation ratio falls below 140 percent (excluding the case set forth in the following item): a written plan on the specific measures to be taken by the commodity derivatives business operator themselves in order to maintain the status of the net assets regulation ratio;
(ii)when the net assets regulation ratio falls below 120 percent: a written plan on the specific measures to be taken by the commodity derivatives business operator themselves in order to recover the status of the net assets regulation ratio.
(6)A commodity derivatives business operator who has come to fall under paragraph (3), item (ii) must notify the competent minister of that fact without delay based on the provisions of Article 211, paragraph (1) of the Act.
(7)A commodity derivatives business operator must appropriately ascertain the status of the net assets regulation ratio each business day; provided, however, that this does not apply to commodity derivatives business operators that are financial instruments business operators who appropriately ascertain the status of the capital adequacy ratio prescribed in Article 46-6, paragraph (1) of the Financial Instruments and Exchange Act each business day based on the provisions of Article 179, paragraph (6) of the Cabinet Office Order on Financial Instruments Business.
(Public Inspection of the Net Assets Regulation Ratio)
Article 100-2(1)A commodity derivatives business operator must enter the following information when they prepare a document pursuant to the provisions of Article 211, paragraph (3) of the Act:
(i)the amount of net assets prescribed in Article 99, paragraph (7) of the Act as applied mutatis mutandis pursuant to Article 211, paragraph (4) of the Act;
(ii)the market risk equivalent amount, the counterparty risk equivalent amount, the fundamental risk equivalent amount, and the sum of those amounts; and
(iii)the net assets regulation ratio.
(2)If the amount of subordinated debts (meaning those set forth in Article 38, paragraph (1), items (ix) and (x); hereinafter the same applies in this paragraph) is included in the amount of supplementary items, the following information must be set down in the notes in the document prescribed in the preceding paragraph:
(i)the amount of the subordinated debts;
(ii)the contract date and issue date of the subordinated debts; and
(iii)the due date or maturity date of the subordinated debts.
(3)When a commodity derivatives business operator that is a financial instruments business operator prepares a document pursuant to the provisions of Article 211, paragraph (3) of the Act, they may prepare a document based on the provisions of Article 180 of the Cabinet Office Order on Financial Instruments Business, notwithstanding the provisions of the preceding two paragraphs.
(Acts Similar to Advertising)
Article 100-3The acts specified by order of the competent ministry as referred to in the paragraphs of Article 213-2 of the Act are the provision of information with the same content to a large number of persons by the means of mail, correspondence delivery (meaning the correspondence delivery prescribed in Article 2, paragraph (2) of the Act on Correspondence Delivery by Private Business Operators (Act No. 99 of 2002) made by a general correspondence delivery operator prescribed in paragraph (6) of that Article or by a specified correspondence delivery operator prescribed in paragraph (9) of that Article; the same applies in Article 116-11), transmission using a facsimile device, electronic mail (meaning electronic mail prescribed in Article 2, item (i) of the Act on Regulation of Transmission of Specified Electronic Mail (Act No. 26 of 2002); the same applies in Article 126-11), distribution of fliers or brochures, or any other means (excluding the following means):
(i)the means of distributing a document prepared based on a law or regulation or a disposition rendered by a government agency based on a law or regulation;
(ii)the means of distributing any material on analysis or evaluation of quotations, etc. on a commodity market which is not used for soliciting the conclusion of a commodity transaction contract;
(iii)the means of providing a gift or any other goods on which all of the following information are only indicated (limited to one on which the information set forth in sub-items (b) through (d) are clearly and accurately indicated) (in cases where one of the information is not indicated on the gift or any other goods, including the means of providing other goods on which the missing information are indicated together with the gift or other goods as a single unit):
(a)the name or commonly used name of the commodity transaction contract;
(b)the trade name, name or commonly used name of a commodity derivatives business operator that provides information with the same content to a large number of persons by the means prescribed in this item;
(c)if there is a risk of the customer incurring a loss with regard to a transaction based on a commodity transaction contract due to a fluctuation in the quotations, etc. on the commodity market, the fact that the risk exists (including the fact that the risk that the amount of the loss may exceed the amount of the clearing margin, etc. (meaning the clearing margin prescribed in Article 217, paragraph (1), item (i) of the Act; the same applies hereinafter), and limited to articles on which the letters or numbers used for indicating this information are of a size that is not substantially different from the largest letters or numbers used for indicating other information);
(d)the fact that the content of the document prescribed in Article 217, paragraph (1) of the Act (referred to hereinafter as "document for delivery prior to conclusion of a contract") should be thoroughly read;
(iv)the means of having information broadcast through the broadcasting equipment of a broadcaster (meaning the broadcaster prescribed in Article 2, item (xxvi) of the Broadcast Act (Act No. 132 of 1950) and excluding the Japan Broadcasting Corporation and the Open University of Japan (meaning the Open University of Japan prescribed in Article 3 of the Act on the Open University of Japan (Act No. 156 of 2002); the same applies in Article 126-11, item (iv)), the method of having customers inspect, via telecommunications lines, the content of information that is recorded onto a file in a computer used by a commodity derivatives business operator or a person who has been entrusted the business related to advertising, etc. (meaning advertising or other acts specified in this Article; the same applies in the following Article) conducted by the commodity derivatives business operator, or the means of indicating information to the public either indoors or outdoors on a constant basis or continuously for a certain period in which the information is posted or indicated on a signboard, a billboard, a poster, a placard or an advertising pillar, advertising board, building or any other structure, etc., or a means similar to them, in which the following information is clearly and accurately indicated and there is no indication that is significantly contradictory to facts or seriously misleading with regard to the estaimated profits from performing the acts set forth in the items of Article 2, paragraph (22) of the Act and other information specified in Article 100-7:
(a)the trade name or name of the commodity derivatives business operator;
(b)the fact that the business operator is a commodity derivatives business operator;
(c)if there is a risk of the customer incurring a loss with regard to a transaction based on a commodity transaction contract due to a fluctuation in the quotations, etc. on the commodity market, the fact that the risk exists (including the fact that the risk that the amount of the loss may exceed the amount of the clearing margin, etc., and limited to articles on which the letters or numbers used for indicating this information are of a size that is not substantially different from the largest letters or numbers used for indicating other information, excluding the means of broadcasing the information by phonetic sound );
(d)the fact that the content of the document for delivery prior to conclusion of a contract should be thoroughly read.
(Means of Indicating the Advertisement on the Content of Commodity Derivatives Business)
Article 100-4(1)When a commodity derivatives business operator advertises the content of the commodity derivatives business they conduct, they must clearly and accurately indicate the information set forth in the items of Article 213-2, paragraph (1) of the Act.
(2)When a commodity derivatives business operator advertises the content of commodity derivatives business they conduct, they are to indicate the information set forth in Article 29, item (iv) of the Order and the following Article by using the letters or numbers of a size that is not substantially different from the largest letters or numbers used for indicating other information.
(Information Concerning the Consideration Required to be Paid by a Customer)
Article 100-5The matters specified by order of the competent ministry as referred to in Article 29, item (i) of the Order are the amounts for each type or the upper limit of the considerations required to be paid by a customer concerning a commodity transaction contract, whether they are referred to as fees, remunerations, expenses or by any other name (excluding values related to receipt or delivery, the amount of the consideration for the transactions prescribed in Article 2, paragraph (3), item (iv) and paragraph (14), items (iv) and (v) of the Act, and the amount of clearing margin, etc.; referred to hereinafter as "fees, etc."), or the outline of their calculation method (including the proportion of the amount of transactions (meaning the amount of transactions prescribed in Article 29, item (iii) of the Order) based on the commodity transaction contract), and the sum of those amounts, or their upper limit, or the outline of their calculation method; provided, however, that, in cases where it is not possible to indicate them, that fact and its reason.
(Material Facts that Have an Impact on Customers' Judgment)
Article 100-6The matters specified by order of the competent ministry as referred to in Article 29, item (v) of the Order are the following matters:
(i)if there is a risk of the customer incurring a loss with regard to the transaction based on the commodity transaction contract due to a fluctuation in the quotations, etc. on the commodity market (excluding the case in which there is a risk that the amount of the loss may exceed the amount of the clearing margin, etc.), that fact and its reason;
(ii)if, with regard to over-the-counter derivatives transactions, there is a difference between the sale price and purchase price of commodities indicated by a commodity derivatives business operator (for the transactions set forth in the following sub-items (a) through (c), including those prescribed in sub-items (a) through (c)), that fact:
(a)for transactions set forth in Article 2, paragraph (14), item (ii) or (iii) of the Act: when the actual price (meaning the actual price as defined in paragraph (3), item (ii) of that Article; the same applies hereinafter) or the actual figure (meaning the actual figure as defined in paragraph (3), item (iii) of that Article; the same applies hereinafter) exceeds the contract price, etc., the contract price, etc. of the transaction for which the person in question will be the party to pay the money and the contract price, etc. of the transaction for which the person in question will be the party to receive the money, or those similar to them;
(b)for transactions set forth in Article 2, paragraph (14), item (iv) or (v) of the Act: the amount of consideration for the rights of transaction for which the person in question will be the party to grant the rights prescribed in item (iv) or (v) of that paragraph, and the value of the consideration for the rights of transaction for which the person in question will be the party to obtain the rights;
(c)for transactions set forth in Article 2, paragraph (14), item (vi) of the Act: the price of the commodity or commodity index and the price of the commodity at the start of the contracted term in the transaction for which the person in question will be the party to pay money when the price of the commodity or the commodity index has risen during the contracted term, and the price of the commodity or commodity index at the start of the contracted term in the transaction for which the person in question will be the party to receive money when the price of the commodity or the commodity index has risen during the contracted term, or those similar to them; and
(iii)if there is a fact that is detrimental to the customer regarding important matters related to a commodity transaction contract, the content of the detrimental fact; and
(iv)if the commodity derivatives business operator belongs to a commodity futures association, that fact and the name of the commodity futures association.
(Matters for which Misleading Advertisement is Prohibited)
Article 100-7The matters specified by order of the competent ministry as referred to in Article 213-2, paragraph (2) of the Act are the following matters:
(i)matters concerning cancellation of the commodity transaction contract;
(ii)matters concerning the bearing of all or part of the losses or the guarantee of profits related to the commodity transaction contract;
(iii)matters concerning the planned amount of damages (including penalties) related to the commodity transaction contract;
(iv)matters concerning the commodity market or foreign commodity market related to the commodity transaction contract;
(v)matters concerning the financial resources or credit of the commodity derivatives business operator;
(vi)matters concerning the past performance of the commodity derivatives business of the commodity derivatives business operator;
(vii)matters concerning the amount of the fees, etc. or its calculation method, the method and time of the payment, and the recipient of the payment.
(Matters for which Instructions are Required to be Received from Customers)
Article 101The matters specified by order of the competent ministry as referred to in Article 214, item (iii) of the Act are as follows:
(i)the type of component products of listed commodities or listed commodity component product index;
(ii)the type of transaction and due date;
(iii)the volume;
(iv)the amount of consideration or contract price, etc. (including the distinction between a limit order and a market order);
(v)the distinction between purchase or sale and other equivalent matters;
(vi)the distinctions between new selling or purchasing, reselling or repurchasing, or other equivalent matters; and
(vii)the date and time of the transaction or the valid period of the order.
(Exempt Acts)
Article 102(1)The acts specified by order of the competent ministry as matters that are unlikely to result in insufficient protection of the consignor or unlikely to harm the fairness of transactions as referred to in Article 214, item (iii) of the Act are as follows:
(i)an act to accept the entrustment of a transaction in a commodity market, etc., or a foreign commodity market, etc. with regard to the matters set forth in item (i), item (ii), and items (v) through (vii) of the preceding Article after obtaining the consent of a foreign commodity derivatives business operator (meaning a foreign commodity derivatives business operator prescribed in Article 2, item (ii) of the Order) from among the persons set forth in the following sub-items (a) through (d), and with regard to the matters set forth in items (iii) and (iv) of that Article by considering them to be matters that a commodity derivatives business operator may specify:
(a)when the commodity derivatives business operator holds shares or contributions related to 50 percent or more of the voting rights (meaning voting rights prescribed in Article 9, paragraph (1), item (iii) of the Order; hereinafter the same applies in this Article (except for (b))) for all shareholders, all company members, all members, all partners, or all investors of a foreign corporation or other foreign organization, under its own name or that of another person, the foreign corporation or the other foreign organization (hereinafter referred to as a "foreign subsidiary company" in this Article);
(b)when the commodity derivatives business operator has shares related to 50 percent or more of the voting rights (meaning voting rights prescribed in the main clause of Article 86, paragraph (1) of the Act; hereinafter the same applies in this (b)) of all of its shareholders held by a foreign corporation or other foreign organization under its own name or that of another person, the foreign corporation or the other foreign organization (hereinafter referred to as the "foreign parent company" in this Article);
(c)when the foreign parent company of the commodity derivatives business operator holds shares or contributions related to 50 percent or more of the voting rights of all shareholders of another foreign corporation or another foreign organization under its own name or that of another person, the other foreign corporation or the other foreign organization;
(d)when the corporation or other organization prescribed in (c) holds shares or contributions related to 50 percent or more of the voting rights of all shareholders of another foreign corporation or another foreign organization under its own name or that of another person, the other foreign corporation or the other foreign organization;
(ii)an act to accept the entrustment of a transaction on a commodity market, etc., or a foreign commodity market, etc. after obtaining consent for the matters set forth in items (i) through (iii) and items (v) through (vii) of of the preceding Article from a customer who is a non-resident (meaning a non-resident prescribed in Article 6, paragraph (1), item (vi) of the Foreign Exchange and Foreign Trade Act; the same applies in Article 126), and with regard to the matters set forth in item (iv) of that Article by considering them as matters a commodity derivatives business operator may specify within the scope of the consent that has been given in consideration of time differences;
(iii)an act to accept the entrustment of a transaction on a foreign commodity market, etc. after obtaining consent for the matters set forth in items (i) through (iii) and items (v) through (vii) of the preceding Article from a customer who is a resident (meaning a resident prescribed in Article 6, paragraph (1), item (v) of the Foreign Exchange and Foreign Trade Act (excluding customers who are individuals (hereinafter referred to as an "individual customer"), and with regard to the matters set forth in item (iv) of that Article by considering tham as matters a commodity derivatives business operator may specify within the scope of the consent that has been given in consideration of time differences;
(iv)by obtaining consent on the total amount of funds from a consignor, and concluding a contract in writing (including a record created in an electronic form, magnetic form or any other form that cannot be perceived by human senses; hereinafter the same applies in this item) which provides that the matters set forth in the items of the preceding Article for which instructions have not been given by the consignor are decided by way of computer processing or any other method that has been specified in advance when a certain fact occurs and a commodity derivatives business operator is to execute a transaction in accordance with the decision, an act to accept the entrustment of a transaction in a commodity market, etc. or a transaction in a foreign commodity market, etc. based on the contract (limited to an act to accept the entrustment from the consignor who understands the matters in response to the delivery of a document stating the outline of the contract and other information to be used as a reference (including the provision of information by electronic or magnetic means in lieu of the delivery of a document));
(v)by obtaining consent on the matters set forth in the items of the preceding Article (excluding item (iv)) from an eligible consignor (excluding a person deemed to be a general customer pursuant to the provisions of Article 197-4, paragraph (5) or (8) of the Act and including a person deemed to be an eligible consignor pursuant to the provisions of Article 197-5, paragraph (4) or (6) of the Act; the same applies in the following item) and an eligible commercial person (excluding a person deemed to be a general customer pursuant to the provisions of Article 197-4, paragraph (5) or (8) of the Act as applied mutatis mutandis pursuant to Article 197-8, paragraph (2) of the Act and including a person deemed to be an eligible commercial person pursuant to the provisions of Article 197-5, paragraph (4) or (6) of the Act as applied mutatis mutandis pursuant to Article 197-9, paragraph (2) of the Act; the same applies hereinafter), an act to accept the entrustment of a transaction in a commodity market, etc. or a transaction in a foreign commodity market, etc. based on a contract which provides that a commodity derivatives business operator may specify the matters set forth in item (iv) of the preceding Article within an appropriate range of consent that has been given in consideration of the quotations at the time of the consent (if there was no quotation at the time of the consent, the quotation at the time immediately prior to the consent) (the consent is referred to as the "specific consent" in the following item);
(vi)by obtaining consent from an eligible consignor and an eligible commercial person for one of the matters set forth in item (i), item (ii) and items (v) through (vii) of the preceding Article and the total amount of individual transaction and the matters set forth in item (iii) or (iv) of that Article (for the matters set forth in item (iv), including the specific consent), an act to accept the entrustment of a transaction on a commodity market, etc. or a transaction on a foreign commodity market, etc. based on a contract which provides that a commodity derivatives business operator may specify the other matter.
(2)In item (i) of the preceding paragraph, when the commodity derivatives business operator and their foreign subsidiary company or a foreign subsidiary company of the commodity derivatives business operator hold shares or contributions related to 50 percent or more of the voting rights of all shareholders of another foreign corporation or other foreign organization under their own name or of another person, the other corporation and the other organization are also deemed to be the foreign subsidiary company of the commodity derivatives business operator, and when the foreign parent company of the commodity derivatives business operator has shares or contributions related to 50 percent or more of the voting rights of all shareholders held by another foreign corporation or other foreign organization under its own name or that of another person, the other corporation and the other organization are also deemed to be the foreign parent company of the commodity derivatives business operator.
(3)A commodity derivatives business operator who seeks to perform acts set forth in the items of paragraph (1) must establish a sufficient internal administrative system in advance so that transactions, etc., in a commodity market or a transactions, etc., in a foreign commodity market conducted based on the acts are not likely to result in insufficient protection of the consignor nor likely to harm the fairness of transactions.
(Exceptions to Prohibition on Uninvited Solicitation)
Article 102-2The acts prescribed by order of the competent ministry as referred to in Article 214, item (ix) of the Act are as follows:
(i)an act of a commodity derivatives business operator of making a visit or phone call to a customer with whom the commodity derivatives business operator is in a continuous business relationship (meaning a person with whom any of the contracts set forth in the following items has already been concluded with the commodity derivatives business operator (for a person with whom the contract set forth in (c) or (d) has been concluded, limited to cases where 90 days have elapsed since the day on which the contract was concluded for the first time, and when two or more transactions were conducted under the contract within one year prior to the date of solicitation or when there is an unsettled balance of transactions under the contract on the date of solicitation); hereinafter the same applies in this Article) for the purpose of soliciting the conclusion of a commodity transaction contract prescribed in Article 30 of the Order (for a customer related to the contract set forth in (c) or (d), excluding a contract which provides that the acts set forth in Article 2, paragraph (22), item (v) of the Act are to be performed with the customer as a counterparty or on behalf of the customer; the same applies in the following item):
(a)a commodity transaction contract prescribed in Article 30 of the Order;
(b)a financial instruments transaction contract prescribed in Article 16-4, paragraph (1) of the Order for Enforcement of the Financial Instruments and Exchange Act;
(c)a contract to conduct intermediation, brokerage or action as an agent for the purchase and sale of securities prescribed in Article 2, paragraph (8), item (ii) of the Financial Instruments and Exchange Act on behalf of a customer (limited to the purchase and sale that a financial instruments business operator conducts by granting credit to a customer prescribed in Article 2, paragraph (9) of that Act);
(d)a contract to conduct market derivatives transactions prescribed in Article 2, paragraph (21) of the Financial Instruments and Exchange Act or perform intermediation, brokerage (excluding brokerage for clearing of securities, etc. prescribed in paragraph (27) of that Article), or action as an agent for their consignment on behalf of a customer;
(ii)an act of a commodity derivatives business operator of making a visit or phone call to a customer who is a contractant of another company (meaning a person who has already concluded any of the contracts set forth in (a) through (d) of the preceding item with a commodity derivatives business operator or a financial instruments business operator, etc. prescribed in Article 34 of the Financial Instruments and Exchange Act (for a person who has concluded the contract set forth in (c) or (d) of the preceding item, limited to cases where 90 days have elapsed since the day on which the contract was concluded for the first time, and when two or more transactions under the contract were conducted within one year prior to the date of solicitation or when there is an unsettled balance of transactions under the contract as of the date of solicitation) and is other than a customer with whom the commodity derivatives business operator is in a continuous business relationship; the same applies in the following item) for the purpose of soliciting the conclusion of a commodity transaction contract prescribed in Article 30 of the Order, which is an act performed under all of the following conditions:
(a)when confirming with a customer in advance of solicitation whether the customer has an intention to receive the solicitation, the commodity derivatives business operator must provide the customer with an explanation to the effect that only a contractant of another company can conclude the commodity transaction contract, and preserve the document proving that the customer received the explanation for ten years from the day of providing the explanation;
(b)before concluding the commodity transaction contract, the commodity derivatives business operator must confirm that the customer is a contractant of another company with a document in which the customer has declared that fact (hereinafter referred to as a "written declaration" in this item) and preserve the written declaration for ten years from the day of confirming that fact;
(c)if the commodity derivatives business operator concludes the commodity transaction contract and conducts a transaction in violation of the provisions of (a) or (b), or knowing that the statement in the written declaration is a misstatement, the commodity transaction contract is to provide that the transaction is deemed to have been conducted by the commodity derivatives business operator on its own account;
(iii)an act of a commodity derivatives business operator of making a visit or phone call to a customer (excluding a customer with whom the commodity derivatives business operator is in a continuous business relationship and a customer who is a contractant of another company) for the purpose of soliciting the conclusion of a commodity transaction contract prescribed in Article 30 of the Order (excluding a contract which provides that the acts set forth in Article 2, paragraph (22), items (iii) through (v) of the Act are to be conducted with the customer as the counterparty or on behalf of the customer; hereinafter the same applies in this item), which is an act performed under all of the following conditions:
(a)when confirming with a customer in advance of solicitation whether the customer has an intention to receive the solicitation, the commodity derivatives business operator must provide the customer with an explanation to the effect that only a customer satisfying all of the following conditions may conclude the commodity transaction contract, and preserve the document proving that the customer received the explanation for ten years from the day of providing the explanation:
1.the customer is younger than 65 years old;
2.the customer is not a person specified by the competent minister as a person living mainly on pension;
3.the customer falls under any of the following conditions:
i.the customer has an annual income of eight million yen or more or financial assets (limited to cash, deposits or savings, and assets prescribed in Article 90-11, item (iv), (b) (excluding those set forth in (b), 4 of that item)) totaling 20 million yen or more (referred to as the "amount of owned financial assets" in (b), 2 and (c), 2) and is a person who can be confirmed as having an appropriate understanding of the matters set forth in Article 217, paragraph (1), items (i) through (iii) of the Act;
ii.the customer is any of the following persons (referred to as a "person with qualification" in (b), 3):
a. an attorney-at-law;
b. a judicial scrivener;
c. a certified public accountant,
d. a certified public tax accountant;
e. a person who has passed the trade skills test prescribed in Article 46, paragraph (2) of the Vocational Abilities Development Promotion Act (Act No. 64 of 1969) (limited to the case in which the classification of occupation for the trade skills tests prescribed in Article 44, paragraph (1) of that Act is financial planning);
f. a sales representative prescribed in Article 64 of the Financial Instruments and Exchange Act (limited to Type 1 Sales Representatives and Special Member Type 1 Sales Representative registered with the Japan Securities Dealers Association which is an authorized financial instruments firms association prescribed in Article 2, paragraph (13) of that Act, and the sales representatives registered with The Financial Futures Association of Japan);
g. a securities analyst certified by the Securities Analysts Association of Japan;
(b)by the time of concluding the commodity transaction contract, the commodity derivatives business operator must confirm that the customer satisfies the conditions set forth in (a), 1 through 3 using the following document, and preserve the document for ten years from the day of confirming that fact:
1.for the condition set forth in (a), 1, an identification card or other document proving the age or the date of birth of the customer;
2.for the condition set forth in (a), 2, a document in which the customer declared their annual income and the breakdown of the amount of owned financial assets (referred to as a "written declaration of annual income and financial assets" in 3);
3.for the condition set forth in (a), 3, a written declaration of annual income and financial assets, a document demonstrating that the customer has appropriate understanding through a test in writing or using an electronic data processing system (limited to an electronic data processing system connecting a computer used by the commodity derivatives business operator and a computer used by the customer (including input-output devices) via a telecommunications line; the same applies in Article 111) (including information recorded in a file on a computer), or a qualification certificate or other document proving that the customer is a person with qualification;
(c)the commodity transaction contract is to provide for all of the following matters:
1.that fact that the commodity derivatives business operator may not solicit the conclusion of a commodity transaction contract and receive instructions from the customer concerning the matters set forth in the items of Article 101, with regard to transactions related to the commodity transaction contract, within 14 days from the day of concluding the commodity transaction contract;
2.that fact that the commodity derivatives business operator must set the amount of up to one-third of the sum of the customer's annual income and the amount of owned financial assets (hereinafter referred to as the "maximum amount of investment") by the day of starting trading from day the commodity transaction contract was concluded, and may not receive clearing margins, etc. exceeding the maximum amount of investment and must complete the settlement when the amount of clearing margins, etc. reaches the maximum amount of investment during the period within one year from the day of concluding the commodity transaction contract;
3.if the commodity derivatives business operator falls under any of the following cases, the transaction is deemed to have been conducted by the commodity derivatives business operator on its own account:
i.when the commodity derivatives business operator concludes the commodity transaction contract and conducts a transaction in violation of the provisions of (a), (b), or (c), 1 or 2, or while knowing that the statement in the documents set forth in (b), 1 through 3 is a misstatement;
ii.when the commodity derivatives business operator conducts a transaction by receiving instructions from the customer in violation of the provisions of (c), 1.;
iii.when the commodity derivatives business operator receives clearing margins, etc. exceeding the maximum amount of investment or conducts a transaction without completing the settlement, in violation of the provisions of (c), 2.
(Prohibited Acts)
Article 103(1)The acts specified by order of the competent ministry as referred to in Article 214, item (x) of the Act are those set forth in the following items:
(i)refusing to observe consignor's instructions, refusing to perform the obligations based on the commodity transaction contract to consignors in whole or in part, or unjustly delaying the performance of the obligations;
(ii)intentionally executing a transaction under its own account in opposition to a transaction related to the entrustment of a transaction in a commodity market, and conducting a transaction harmful to the interests of a consignor;
(iii)conducting a transaction on a customer's account without receiving an instruction from the customer (excluding a case prescribed in the entrustment contract regulations);
(iv)reporting false distinctions between new selling or buying, of reselling or repurchasing, or falsifying other equivalent matters to the commodity exchange concerning transactions in the commodity market;
(v)promising a customer or any person designated by a customer to provide special benefits or providing special benefits to a customer or any person designated by a customer (including having a third person promise the provision of special benefits or having a third person provide special benefits) with regard to the consignment of transactions, etc. in a commodity market;
(vi)soliciting from a customer, without disclosing the transaction unit, the consignment of transactions, etc., in a commodity market, the consignment of transactions, etc. in a foreign commodity market, or over-the-counter derivatives transactions, or the intermediation, brokerage, or action as an agent for these transactions (referred to as "over-the-counter commodity derivatives transactions, etc." in the following item and item (viii)) (excluding eligible consignors (excluding those deemed to be general customers pursuant to the provisions of Article 197-4, paragraph (5) or (8) of the Act, and including those deemed to be eligible consignors pursuant to the provisions of Article 197-5, paragraph (4) (including as applied mutatis mutandis pursuant to Article 197-6, paragraph (6) of the Act) or Article 197-5, paragraph (6) of the Act (including as applied mutatis mutandis pursuant to Article 197-6, paragraph (6) of the Act; the same applies hereinafter)) and eligible commercial persons);
(vii)recommending to a consignor, etc. (excluding eligible consignors and eligible commercial persons) who has manifested the intention to complete settlement with regard to the consignment of transactions, etc. in the commodity market, consignment of transactions, etc. in a foreign commodity market, or over-the-counter commodity derivatives transactions, etc. to continue conducting the transactions;
(viii)making an indication that would cause a misunderstanding of important matters with regard to the entrustment of transactions, etc. in the commodity market, entrustment of transactions, etc. in a foreign commodity market, or over-the-counter commodity derivatives transactions, etc., or the solicitation of these transactions;
(ix)with regard to transactions, etc. in the commodity market or in a foreign commodity market, accepting the consignment of transactions in opposition to the selling or buying of specific component products of listed commodities, etc. (including articles equivalent to component products of listed commodities in foreign commodity markets), and equivalent transactions (meaning transactions that would reduce the losses arising from these transactions), and which has different volumes or due dates from these transactions, from a customer (excluding eligible consignors and eligible commercial persons) who does not understand those transactions.
(x)assembling customers (excluding eligible consignors and eligble commercial persons) and soliciting conclusion of a commodity transaction contract prescribed in Article 214, item (ix) of the Act without explicitly stating in advance that the purpose is to solicit conclusion of a commodity transaction contract referred to in that item;
(xi)accepting consignment of transactions in a commodity market while knowing that through causing fluctutaions in quotations on commodity markets or figures calculated based on quotations on commpdity markets or transaction volumes in commodity markets, or increasing the transaction volumes, will result in the formation of manipulative quotations which do not reflect the actual market status;
(xii)continuing to perform acts related to the commodity derivatives business in a situation in which it is recognized that the customer has not been appropriately notified the delivery status and other necessary information related to transactions, etc. in a commodity market, transactions, etc. in a foreign commodity market, or over-the-counter commodity derivatives transactions, etc.;
(xiii)continuing the commodity derivatives business despite the situation in which the management of electronic data processing systems related to the commodity derivatives business is found to be insufficient;
(xiv)continuing the commodity derivatives business despite the situation in which measures to prevent acts contrary to laws and regulations related to commodity derivatives intermediary service by a commodity derivatives intermediary service provider that has entrusted the services are found to be insufficient;
(xv)continuing the commodity derivatives business despite the situation in which appropriate measures for compensating losses related to problematic conduct in commodity trading by a commodity derivatives intermediary service provider that has entrusted the services have not been taken;
(xvi)having a commodity derivatives intermediary service provider that has entrusted the services perform delivery of money or securities to a customer;
(xvii)in conducting an over-the-counter commodity derivatives transaction with an individual customer as the counterparty, continuing the commodity derivatives business despite the situation in which the management system for the settlement of over-the-counter commodity derivatives transactions to be made (referred to in the following item as "loss-cutting transaction") when the amount of loss to be incurred by the individual customer in cases of settlement of an over-the-counter commodity derivatives transaction completed on the customer's account reaches an amount calculated according to a calculation method agreed upon in advance with the individual customer has not been developed;
(xviii)in conducting an over-the-counter commodity derivatives transaction with an individual customer as the counterparty, continuing the commodity derivatives business despite being in a situation where the loss-cutting transaction for the over-the-counter commodity derivatives transaction is not being conducted;
(xix)in conducting an over-the-counter commodity derivatives transaction with an individual customer as the counterparty, conducting the over-the-counter commodity derivatives transaction without having the individual customer immediately deposit the insufficient amount with the commodity derivatives business operator despite the fact that the amount obtained either by adding the amount of profit generated for the customer when the over-the-counter commodity derivatives transaction is settled to the amount of the clearing margin, etc. accepted by the commodity derivatives business operator from the individual customer in deposit, or by subtracting the amount of loss incurred by the customer when the over-the-counter commodity derivatives transaction is settled from the amount of the clearing margin, etc. (referred to in the following item and paragraph (4) as the "actual deposit amount"), falls short of the required on-contract deposit amount;
(xx)in conducting an over-the-counter commodity derivatives transaction with an individual customer as the counterparty, conducting the over-the-counter commodity derivatives transaction without having the individual customer promptly deposit the insufficient amount with the commodity derivatives business operator despite the fact that the actual deposit amount of the clearing margin, etc. related to the over-the-counter commodity derivatives transaction at a fixed hour each business day falls short of the required amount for maintenance;
(xxi)when seeking to accept consignment of transactions, etc. in a commodity market from a customer, accepting the consignment without explaining the following matters to the customer despite the fact that the commodity derivatives business operator is deliberately executing a transaction to intentionally match the transaction related to consignment of transactions, etc. in a commodity market with the transaction on the commodity derivatives business operator's own account (hereinafter referred to as a "specified transaction" in this item) for a transaction in which the component product of listed commodities or the listed commodity index and the due date related to the consignment are the same:
(a)the fact that the business operator is conducting a specified transaction;
(b)if a transaction related to the consignment and a transaction on the commodity derivatives business operator's own account are matched as a result of a specified transaction, the fact that a conflict of interest may arise between the customer and the business operator.
(xxii)in performing the acts set forth in Article 2, paragraph (22), item (v) of the Act in the course of trade with an individual customer as the counterparty or on behalf of an individual customer, soliciting the individual customer or performing similar acts directed at the customer (excluding eligible consignors; hereinafter the same applies in this item) for a transaction that matches the purchase or sale of over-the-counter commodity derivatives transactions or other equivalent transactions performed by the customer (meaning transactions that reduce possible loss from these transactions);
(xxiii)in performing the acts set forth in Article 2, paragraph (22), item (v) of the Act in the course of trade with an individual customer as the counterparty or on behalf of an individual customer, not presenting the sale price (including information equivalent to the price) and the purchase price (including information equivalent to the price) at the same time when both of the prices exist;
(xxiv)in performing the acts set forth in Article 2, paragraph (22), item (v) of the Act in the course of trade with an individual customer as the counterparty or on behalf of an individual customer, not presenting the price or information equivalent to the price indicated to a customer by the commodity derivatives business operator at the time of transaction time to the customer who has requested the presentation of the price or information equivalent to the price;
(xxv)continuing the commodity derivatives business despite the situation in which the management of the purchase and sale to prevent the act of accepting consignment of transactions in a commodity market while knowing that through causing fluctuations in quotations on commodity markets or figures calculated based on quotations on commodity markets or transaction volumes in commodity markets, or by increasing transaction volumes will result in the formation of manipulative quotations which do not reflect actual market status;
(xxvi)conducting specified over-the-counter commodity option transactions despite being in a situation where the following measures are not being taken:
(a)when seeking to conclude a contract related to specified over-the-counter commodity option transactions, presenting the exercise price for the specified over-the-counter commodity option transactions (for a price to be determined by a specified method, its calculation method; hereinafter the same applies in this item) to an individual customer in advance;
(b)specifying necessary and appropriate transaction period and due date of specified over-the-counter commodity option transactions in order to enable an individual customer to acquire and grant rights related to specified over-the-counter commodity option transactions or to conduct other transactions, based on the amount of the value that is calculated by a fair means based on the exercise period, exercise price, quotations on commodity markets, or other actual conditions of indicators and also based on the investment decisions made based on analysis of value, etc. of commodities, through the transaction period;
(xxvii)when the commodity transaction contract is concluded through the acts set forth in the provisions of item (ii) or (iii) of the preceding Article, conducting a transaction in violation of the matters set forth in item (ii), (c) or item (iii), (c), 1 through 3 of that Article which are provided for by the commodity transaction contract;
(xxviii)conducting acts set forth in item (ii) or (iii) of the preceding Article despite being in a situation where a system for ensuring that duties performed by the officers or employees of the commodity derivatives business operator conform to the Act is not developed.
(2)Securities may be allocated for the clearing margin, etc. referred to in items (xix) and (xx) of the preceding paragraph.
(3)The allocation price of the clearing margin, etc. in the case all or a part of the clearing margin, etc. to be received in deposit by the commodity derivatives business operator pursuant to the preceding paragraph is an amount to be determined by any one of the commodity exchanges or the commodity clearing organizations pursuant to the provisions of each paragraph of Article 39.
(4)The actual deposit amount referred to in paragraph (1), items (xix) and (xx), the required on-contract deposit amount referred to in item (xix) of that paragraph, and the required amount of maintenance referred to in item (xx) of that paragraph may be calculated in aggregate per individual customer for multiple over-the-counter commodity derivatives transactions. In such a case, with regard to the application of the provisions of item (xix) of that paragraph, in that item, the phrase "when the over-the-counter commodity derivatives transaction is settled" is deemed to be replaced by "when an over-the-counter commodity derivatives transaction conducted by the individual customer is settled," and the term "adding, or" is deemed to be replaced by "adding".
(5)The term "the required on-contract deposit amount" as used in paragraph (1), item (xix) means an amount obtained by multiplying by 5 percent the amount prescribed in each of the following items in accordance with the category of cases set forth in each item; provided, however, that when the over-the-counter commodity derivatives transactions set forth in these items are those in which an individual customer is to pay a certain amount of money when the rights related to these transactions are exercised, and the amount is to be calculated for the transaction, this means the amount of that money:
(i)when the amount is calculated only for the over-the-counter commodity derivatives transactions the individual customer seeks to conduct: the amount of the over-the-counter commodity derivatives transactions (when the over-the-counter commodity derivatives transactions are the transactions set forth in Article 2, paragraph (14), item (iv) or (v) of the Act and the individual customer is to be the party to obtain rights related to the transactions set forth in these items, zero; the same applies in item (i) of the following paragraph);
(ii)when the amount is calculated in the aggregate for the over-the-counter commodity derivatives transaction the individual customer seeks to conduct and other over-the-counter commodity derivatives transaction that is already conducted at the time of conducting the over-the-counter commodity derivatives transaction: an amount obtained by subtracting the amount of over-the-counter commodity derivatives transactions related to the transactions set forth in Article 2, paragraph (14), items (iv) and (v) of the Act (limited to those in which the individual customer is to be the party to obtain rights related to the transactions set forth in these items; the same applies in item (ii) of the following paragraph) from the sum of the amounts of these over-the-counter commodity derivatives transactions.
(6)The term "the required amount of maintenance" referred to in paragraph (1), item (xx) means an amount obtained by multiplying by 5 percent the amount specified in the following items in accordance with the category of cases set forth in each item; provided, however, that when the over-the-counter commodity derivatives transactions set forth in these items are those in which an individual customer is to pay a certain amount of money when the rights related to these transactions are exercised, and the amount is to be calculated for the transaction, this means the amount of that money:
(i)when the amount is calculated for each over-the-counter commodity derivatives transaction an individual customer conducts: the amount of the over-the-counter commodity derivatives transaction;
(ii)when the amount is calculated in the aggregate for multiple over-the-counter commodity derivatives transactions an individual customer conducts: an amount obtained by subtracting the amount of over-the-counter commodity derivatives transactions related to the transactions set forth in Article 2, paragraph (14), items (iv) and (v) of the Act from the sum of the amounts of the multiple over-the-counter commodity derivatives transactions;
(7)The term "specified over-the-counter commodity option transactions" as used in paragraph (1), item (xxvi) means an over-the-counter commodity derivaties transaction among the transactions set forth in Article 2, paragraph (14), item (iv) of the Act (limited to the case where the transactions closed by the exercise of rights prescribed in that item are the transactions set forth in item (ii) or (iii) of that paragraph) or the transactions set forth in item (v) of that paragraph, in which a certain amount of money is to be delivered or received when the rights related to these transactions are exercised.
(8)In the cases set forth in paragraph (5), item (ii) and paragraph (6), item (ii), when a customer conducts sale, etc. of commodiy and purchase, etc. of commodity for the same commodity or commodity index, among the amounts of the over-the-counter commodity derivatives transactions related to the sale or purchase, the lesser amount may be used as the amount of over-the-counter commodity derivatives transactions related to the same commodity or commodity index.
(9)The term "the amount of the over-the-counter commodity derivatives transactions" as used in paragraph (5), paragraph (6), and the preceding paragraph means the amount prescribed in the following items in accordance with the category of over-the-counter commodity derivatives transactions set forth in each item:
(i)over-the-counter commodity derivatives transactions other than the transactions set forth in Article 2, paragraph (14), item (iv) or (v) of the Act: the price of the commodities related to the over-the-counter commodity derivatives transactions or an amount obtained by multiplying the commodity price or the commodity index figure by the number or the volume of transactions;
(ii)the transactions set forth in Article 2, paragraph (14), item (iv) or (v) of the Act: the amount obtained by multiplying the price of the commodity or the commodity index figure related to the transactions closed by the exercise of rights prescribed in these items by the number or the volume of transactions.
(10)The term "sale, etc. of commodiy" as used in paragraph (8) means the following transactions:
(i)the sale of a commodity;
(ii)the transactions set forth in Article 2, paragraph (14), item (ii) or (iii) of the Act (limited to one in which the person in question will be the party to pay money when the actual price or actual figure exceeds the contract price, etc.).
(11)The term "purchase, etc. of commodity" as used in paragraph (8) means the following transactions:
(i)the purchase of a commodity;
(ii)the transactions set forth in Article 2, paragraph (14), item (ii) or (iii) of the Act (limited to one in which the person in question will be the party to pay money when the actual price or actual figure exceeds the contract price, etc.).
(Prohibited Acts When Conducting Business Related to Commodity Investment Advisory Contracts)
Article 103-2The act specified by order of the competent ministry as referred to in Article 214-2, paragraph (2), item (ii) of the Act is the act of soliciting a customer other than one concluding the commodity investment advisory contract to conduct a commodity derivatives transaction, in order to complete a transaction related to a commodity investment advisory contract or to have the person conduct a reversing trade without explaining that fact.
(Cases where Confirmation of Problematic Conduct is not Required)
Article 103-3(1)The cases specified by order of the competent ministry as referred to in the proviso to Article 214-3, paragraph (3) of the Act are the following cases:
(i)cases in which a final and binding judgment of the court has been obtained;
(ii)cases in which a court settlement has been reached (excluding those specified in Article 275, paragraph (1) of the Code of Civil Procedure (Act No. 109 of 1996); hereinafter the same applies in Article 126-20, paragraph (1), item (ii) and Article 169, paragraph (1), item (ii));
(iii)cases in which the settlement prescribed in Article 16 of the Civil Mediation Act (Act No. 222 of 1951) has been reached or cases in which the court has made a decision pursuant to the provisions of Article 17 of that Act and no objection is filed within the period prescribed in Article 18, paragraph (1) of that Act;
(iv)cases in which a settlement has been reached as a result of mediation by a commodity exchange, resolution of a complaint or mediation or conciliation by a commodity futures association, or mediation by an organization designated by the competent minister;
(v)cases in which a settlement has been reached as a result of mediation by the organization prescribed in the association rules provided for in Article 33, paragraph (1) of the Attorneys Act (Act No. 205 of 1949) or in rules specified by the provisions of the association rules, or cases where an arbitral award has been given by the organization;
(vi)cases in which a settlement has been reached as a result of the mediation prescribed in Article 19, paragraph (1) or Article 25 of the Basic Act on Consumer Policies (Act No. 78 of 1968) or a settlement has been reached through agreement prescribed in that Article;
(vii)cases in which a settlement has been reached as a result of certified dispute resolution procedures (meaning the certified dispute resolution procedures prescribed in Article 2, item (iii) of the Act on Promotion of Use of Alternative Dispute Resolution (Act No. 151 of 2004); the same applies in Article 126-20, paragraph (1), item (vii) and Article 169, paragraph (1), item (vi)) taken by a certified dispute resolution business operator (meaning the certified dispute resolution business operator prescribed in Article 2, item (iv) of that Act, limited to the case in which the dispute related to commodity derivatives business falls within the scope of disputes prescribed in Article 6, item (i) of that Act; the same applies in Article 126-20, paragraph (1), item (vii) and Article 169, paragraph (1), item (vi));
(viii)cases in which a settlement has been reached and they satisfy all of the following requirements:
(a)an attorney-at-law or a judicial scrivener (limited to cases of carrying out the affairs set forth in Article 3, paragraph (1), item (vii) of the Judicial Scriveners Act (Act No. 197 of 1950); the same applies in Article 126-20, paragraph (1), item (viii), (a) and Article 169, paragraph (1), item (vii), (a)) has acted as the customer's counsel concerning the settlement procedures;
(b)the amount to be paid to the customer by the commodity derivatives business operators due to the settlement being reached does not exceed ten million yen (or, the amount prescribed in Article 3, paragraph (1), item (vii) of the Judicial Scriveners Act if the judicial scrivener set forth in (a) represents the customer; the same applies in Article 126-20, paragraph (1), item (viii), (b) and Article 169, paragraph (1), item (vii), (b));
(c)a document proving that the attorney-at-law or judicial scrivener referred to in (a) has investigated and confirmed that the payment referred to in (b) is to be made in order to compensate for all or part of the loss due to a problematic conduct (meaning a problematic conduct prescribed in the main clause of Article 221, paragraph (2) of the Act; hereinafter the same applies in this Article through Article 103-5) has been delivered to the commodity derivatives business operator;
(ix)when the representative, an agent, an employee, or other worker (hereinafter referred to as the "representative, etc.") of the commodity derivatives business operator has caused a loss to a customer by the acts set forth in the items of Article 112, paragraph (1), and the amount of property benefits for which an offer or promise is made or is provided to the customer for the loss incurred by the customer in a daily trading does not exceed the amount equivalent to one hundred thousand yen; and
(x)cases in which the representative, etc. of the commodity derivatives business operator has caused a loss to a customer by the act set forth in Article 112, paragraph (1), item (iii) or (iv) (limited to cases in which it is clear from the books prescribed in Article 222 of the Act or a record of the content of an order by a customer that the cause is a problematic conduct).
(2)The benefits referred to in item (ix) of the preceding paragraph are calculated for each of the category of acts set forth in the items of Article 112, paragraph (1). In such a case, with regard to the amount of benefits related to the category of acts set forth in items (iii) and (iv) of that paragraph, the amount of property benefits for which an offer or promise is made or is provided in the cases set forth in item (x) of the preceding paragraph is to be deducted.
(3)In the cases set forth in item (iv) (limited to a settlement reached as a result of the resolution of a complaint by a commodity futures association or mediation by an organization designated by the competent minister) and items (v) through (x) of paragraph (1), if a commodity derivatives business operator has made an offer or promise to provide property benefits or has provided property benefits to a customer without obtaining the confirmation referred to in the proviso to Article 214-3, paragraph (3) of the Act, the matters set forth in the items of Article 103-5 must be reported to the competent minister by the last day of the month following the month that includes the date on which the offer, promise or provision was made; provided, however, that if the person who makes the report is a member of a commodity futures association, the report must be made through the commodity futures association.
(Procedure of Application for Confirmation of Problematic Conduct)
Article 103-4A person who seeks to obtain the confirmation referred to in the proviso to Article 214-3, paragraph (3) of the Act must submit a written application and a document under the provisions of paragraph (5) of that Article to the competent minister; provided, however, that if the person who seeks to obtain the confirmation is a member of a commodity futures association, the submission must be made through the commodity futures association.
(Information to be Stated in a Written Application for Confirmation)
Article 103-5The information specified by order of the competent ministry as referred to in Article 214-3, paragraph (5) of the Act is the following information:
(i)the trade name or name of the commodity derivatives business operator;
(ii)the name and location of the head office, branch office or other business office or office where the problematic conduct occurred;
(iii)the following information concerning the fact for which confirmation is sought:
(a)the name of the representative, etc. or the department that was involved in the act that that falls under a problematic conduct;
(b)the name and address of the customer (or, in cases of a corporation, the trade name or name, the location of the head office or principal office, and the name of the representative);
(c)the outline of the problematic conduct;
(d)the reason that the loss incurred by the customer related to the compensation has been caused by the problematic conduct;
(e)the amount of property benefits for which an offer or promise will be made or that will be provided; and
(iv)other information to be used as a reference.
(Documents Attached to a Written Application for Confirmation)
Article 103-6(1)The document specified by order of the competent ministry as referred to in Article 214-3, paragraph (5) of the Act is a document proving that the customer has confirmed the content of the information set forth in the items of the preceding Article and any other material to be used as a reference.
(2)The provisions of the preceding paragraph do not apply in cases where the written application under the provisions of Article 214-3, paragraph (5) of the Act concerns an offer referred to in paragraph (1), item (ii) of that Article.
(Information to be Entered in All Documents Required to be Delivered Prior to the Conclusion of a Commodity Transaction Contract)
Article 104(1)The information specified by order of the competent ministry as referred to in Article 217, paragraph (1), item (iv) of the Act is as follows:
(i)the trade name or name of the commodity derivatives business operator;
(ii)the name and location of the head office or principal office of the commodity derivatives business operator;
(iii)the fact that the commodity derivatives business operator is a commodity derivatives business operator;
(iv)that the content of the document for delivery prior to the conclusion of contract should be thoroughly read;
(v)an outline of the commodity transaction contract;
(vi)when there is a risk of the customer incurring a loss with regard to a transaction based on the commodity transaction contract due to a fluctuation in the quotations, etc. on a commodity market (excluding the case in which there is a risk that the amount of loss may exceed the amount of the clearing margin, etc.), that fact and its reason;
(vii)when there is a risk that the amount of loss referred to in the preceding item may exceed the amount of the clearing margin, etc., the reason;
(viii)when there is a risk that the customer may incur a loss for a transaction based on the commodity transaction contract due to changes in the status of the business or property of the commodity derivatives business operator or other persons, (excluding the case in which there is a risk that the amount of loss may exceed the amount of the clearing margin, etc.), the following information:
(a)the relevant person;
(b)the fact that there is a risk that the customer may incur a loss due to changes in the status of the business or property of the relevant person, and its reason.
(ix)when there is a risk that the amount of loss referred to in the preceding item may exceed the amount of the clearing margin, etc., the following information:
(a)the relevant person;
(b)the fact that there is a risk that the amount of loss due to changes in the status of the business or property of the relevant person may exceed the amount of the clearing margin, etc., and its reason;
(x)the type of the clearing margin, etc. and its amount or calculation method, the type of property that may be appropriated for the clearing margin, etc. and the appropriation value or other equivalent item, and the timing and method for the customer to deposit the clearing margin, etc. and the timing and method to restitute the clearing margin, etc.;
(xi)when there is a risk that a need may arise to deposit additional clearing margin, etc. due to fluctuations in quotations, etc. on commodity markets, that fact;
(xii)the amount by type of fees, etc. or maximum amount of the fees. etc., their calculation method, and the sum or maximum amount of the amounts and their calculation method (if the information cannot be stated, that fact and the reason for this);
(xiii)the timing and method for collection of fees, etc. from the customer;
(xiv)the method of performance of obligations arising from transactions based on the commodity transaction contract and the method of settlement of transactions based on the commodity transaction contract;
(xv)when a transaction based on the commodity transaction contract is a transaction, etc. in a commodity market or a transaction, etc. in a foreign commodity market (meaning a transaction, etc. in a foreign commodity market prescribed in Article 242 of the Act), the name or trade name of the commodity exchange or the foreign commodity market establisher related to these transactions;
(xvi)when a transaction based on the commodity transaction contract is an over-the-counter commodity derivatives transaction and there is a difference between the sale price and purchase price for a commodity incidated by a commodity derivatives business operator (in cases of transactions set forth in the following sub-items (a) through (d), including those prescribed in sub-items (a) through (d)), that fact:
(a)in the cases of the transactions set forth in Article 2, paragraph (14), item (ii) or (iii) of the Act: the contract price, etc. for a transaction for which the person in question will be the party to pay money, and the contract price, etc. for a transaction for which the person in question will be the party to receive the maoney, or items similar to them, when the actual price exceeds the contract price, etc.;
(b)in the cases of the transactions set forth in Article 2, paragraph (14), item (iv) or (v) of the Act: the amount of consideration for rights of the transaction for which the person in question will to be the party to grant the rights prescribed in item (iv) or (v) of that paragraph, and the amount of consideration for the rights of the transaction for which the person in question will be the party to obtain the rights;
(c)in the cases of the transactions set forth in Article 2, paragraph (14), item (vi) of the Act: the price of the commodity or the commodity index at the start of the agreed period for the transaction for which the person in question will be the party to pay money when the price of the commodity or the commodity index increases in the agreed period, and the price of the commodity or commodity index at the start of the agreed period for the transaction for which the person in question will be the party to receive money when the price of the commodity or the commodity index increases in the agreed period, or similar items;
(xvii)when there is a reason for termination of the commodity transaction contract, the content of the reason;
(xviii)an outline of taxation concerning the commodity transaction contract;
(xix)matters concerning procedures for transactions based on the commodity transaction contract;
(xx)important terminology and other fundamental matters concerning transactions based on the commodity transaction contract;
(xxi)an outline of the content and method of the commodity derivatives business conducted by the commodity derivatives business operator;
(xxii)the means for the customer to contact the commodity derivatives business operator;
(xxiii)the name of a commodity futures association to which the commodity derivatives business operator belongs.
(2)In cases where two or more commodity derivatives business operators are required to deliver the document for delivery prior to conclusion of a contract to a customer pursuant to provisions of Article 217, paragraph (1) of the Act for one commodity derivatives transaction, when any one of the commodity derivatives business operators delivers the document for delivery prior to conclusion of a contract stating the information set forth in the items of the preceding paragraph, the other commodity derivatives business operators need not state the information set forth in the items of the preceding paragraph (limited to information related to that one commodity derivatives transaction) in the document for delivery prior to conclusion of a contract, notwithstanding the provisions of the preceding paragraph; provided, however, that this does not apply when the other commodity derivatives business operator conducts any of the actions as an agent prescribed in the items of Article 2, paragraph (22) of the Act in the course of trade for customers.
(Special Provisions for Information to be Stated in Documents for Delivery Prior to Conclusion of A Contract Related to a Commodity Transaction Contract that Provides for Perfoming the Acts Set Forth in Article 2, Paragraph (22), Item (v) with an Individual Customer as the Counterparty or On Behalf of an Individual Customer)
Article 105(1)In addition to the information set forth in the items of paragraph (1) of the preceding Article, the information specified by order of the competent ministry as referred to in Article 217, paragraph (1), item (iv) of the Act when a commodity transaction contract sought to be concluded has an individual customer as the counterparty or provides for the acts set forth in Article 2, paragraph (22), item (v) of the Act to be performed on behalf of an individual customer is the following information:
(i)in cases of conducting transactions in a commodity market or a foreign commodity market in which commodities or commodity indexes that are the subject of transactions performed by the individual customer, purchase and sale related to the over-the-counter commodity derivatives transactions, and other equivalent information are the same, for the purpose of reducing losses that may occur from the over-the-counter commodity derivatives transaction that the commodity derivatives business operator conducts with an individual customer as the counterparty, or over-the-counter commodity derivatives transactions with another commodity derivatives business operator or another person ( hereinafter referred to as "other commodity derivatives business operator" in this item and the following item) as the counterparty (hereinafter referred to as "cover deal" in this item), the name or trade name of the commodity market or foreign commodity market establisher related to the cover deal (for the name or trade name of a foreign commodity market establisher, including an indication translated into Japanese), or the trade name or name and the business content of the other commodity derivatives business operator, etc. that will be the counterparty to the cover deal (if the other commodity derivatives business operator, etc. is a foreign corporation, including the trade name or name indicated by translating it into Japanese and the name of the authority of a foreign country from which the other commodity derivatives business operator, etc. receives supervision);
(ii)when the commodity derivatives business operator performs intermediation, brokerage, or action as an agent for over-the-counter commodity derivatives transactions on behalf of an individual customer, the trade name, name and business content of the other commodity derivatives business operator, etc. that will be the counterparty for the intermediation, brokerage, or action as an agent (hereinafter referred to as "counterparty of intermediation, etc." in this item) (if the counterparty of intermediation, etc. is a foreign corporation, including indication of the trade name or name transalated into Japanese and the name of the authority of a foreign country from which the counterparty of intermediation, etc. receives supervision);
(iii)information concerning prohibited acts when the commodity derivatives business operator performs the acts set forth in Article 2, paragraph (22), item (v) with an individual customer as the counterparty or on behalf of an individual customer in the course of trade;
(iv)the information concerning measures based on the provisions of Article 210, item (ii) of the Act.
(2)The provisions of paragraph (2) of the preceding Article apply mutatis mutandis to the cases referred to in the preceding paragraph. In such a case, the phrase "the items in the preceding paragraph" in paragraph (2) of that Article is deemed to be replaced by "the items in Article 105, paragraph (1)."
(Method of Making Entries in Documents for Delivery Prior to Conclusion of a Contract)
Article 106(1)The information set forth in the items of Article 217, paragraph (1) of the Act must be stated in documents for delivery prior to conclusion of a contract clearly and accurately using letters and numbers of a size of at least 8 points specified by the Japan Industrial Standard Z8305; provided, however, that the following information must be stated clearly and accurately inside the box using letters and numbers of a size of at least 12 points specified by the Japan Industrial Standard Z8305:
(i)the information set forth in Article 217, paragraph (1), item (ii) of the Act;
(ii)an outline of the information set forth in Article 104, paragraph (1), items (vi) through (ix) and the information set forth in item (xii) of that paragraph;
(iii)the information set forth in Article 105, paragraph (1), items (i) and (iv).
(2)Notwithstanding the provisions of the main clause of the preceding paragraph, the information set forth in Article 104, paragraph (1), item (iv) is to be stated in plain language at the beginning of the document for delivery prior to conclusion of a contract using letters and numbers of a size of at least 12 points specified by the Japan Industrial Standard Z8305.
(Method of Explanation)
Article 107When a commodity derivatives business operator seeks to provide explanations to a customer pursuant to the provisions of Article 218, paragraph (1) of the Act, the commodity derivatives business operator must deliver the document for delivery prior to conclusion of a contract to the customer prior to the explanation.
(Cases in which Explanation is not Required for Commodity Derivatives Transactions)
Article 108If two or more commodity derivatives business operators are required to explain to a customer the information set forth in the items of Article 217, paragraph (1) of the Act concerning one commodity derivatives transaction, when any one of the commodity derivatives business operators has explained the information, other commodity derivatives business operators need not explain the information, notwithstanding the provisions of Article 218, paragraph (1) of the Act (limited to information related to the one commodity derivatives transaction); provided, however, that this does not apply when other commodity derivatives business operators perform any of the actions as an agent prescribed in the items of Article 2, paragraph (22) of the Act in the course of trade.
(Information Requiring Notification at the Time of Closing a Transaction)
Article 109(1)The information specified by order of the competent ministry as referred to in the main clause of Article 220, paragraph (1) of the Act are as follows:
(i)the volume or the number per commodity or commodity index that is the subject of the transaction closed (including those specifying the publishers of component products of listed commodities and commodity price or other subjects of transactions; the same applies in the following item and item (x));
(ii)the amount of consideration and the contract price, etc. for each commodity or commodity index that are the subjects of the transaction closed (if the transaction closed has been performed in order to settle an already closed transaction, including the amount of consideration and the contract price, etc. for the already closed transaction);
(iii)the date and time of receiving instructions from the consignor, etc. for the transaction closed;
(iv)the date and time of closing the transaction;
(v)the trade name or name of the commodity derivatives business operator;
(vi)the name and location of the head office or principal office of the commodity derivatives business operator;
(vii)the name of the consignor, etc.;
(viii)the means for the consignor, etc. to contact the commodity derivatives business operator;
(ix)the type of transaction closed;
(x)the commodity or commodity index that will be the subject of the transaction closed;
(xi)the due date of the transaction closed;
(xii)distinction of sales and purchases (in cases of the transactions set forth in the following sub-items (a) through (c), distinction of the transactions prescribed in sub-items (a) through (c)):
(a)the transactions set forth in Article 2, paragraph (3), items (ii) and (iii) of the Act (including foreign commodity market transactions similar to them), and the transactions set forth in paragraph (14), items (ii) and (iii) of that Article: the transactions for which the person in question will be the party to pay money or for which they will be the party to receive money if the actual price or the actual figure exceeds the contract price, etc.;
(b)the transactions set forth in Article 2, paragraph (3), item (iv) of the Act (including foreign commodity market transactions similar to them), and the transactions set forth in paragraph (14), items (iv) and (v) of that Article: the transactions for which the person in question will be the party to grant the rights prescribed in these items, or for which the person in question will be the party to obtain the rights;
(c)the transactions set forth in Article 2, paragraph (3), items (v) and (vi) of the Act (including foreign commodity market transactions similar to them), and the transactions set forth in paragraph (14), item (vi) of that Article: the transactions for which the person in question will be the party to pay money or for which they will be the party to receive money if the commodity price or the commodity index increases in the agreed period ;
(xiii)the type and amount of clearing margin, etc. related to the transaction closed (when the clearing margin, etc. cannot be calculated for each individual closed transaction or when a contract related to the clearing margin or other security money for transactions related to a commodity transaction contract is not concluded for each transaction, that fact and the calculation method of the amount of the clearing margin, etc.);
(xiv)information concerning fees, etc.;
(xv)the amount and calculation method of money to be paid by the consignor, etc., or the amount and calculation method of money to be received by the consignor, etc.;
(xvi)if the transaction closed is a transaction in a commodity market or a transaction in a foreign commodity market, the name or trade name of the commodity exchange or foreign commodity market establisher related to the transaction; and
(xvii)information concerning measures based on the provisions of the items of Article 210 of the Act.
(2)If a transaction in a commodity market or a foreign commodity market (hereinafter referred to as "transaction in a commodity market, etc." in this paragraph) is closed in which a give-up action is performed (meaning the act of having a sale or a purchase related to a transaction in a commodity market, etc. (if the transaction in a commodity market, etc. is one of the transactions set forth in the following items, a transaction prescribed in the following items; hereinafter the same applies in this paragraph) extinguished toward the future and at the same time, newly generating a sale or a purchase related to a transaction in a commodity market, etc. with the same content as the extinguished sale or purchase related to a transaction in a commodity market, etc. under the name of another member, etc.,; the same applies hereinafter), in the information set forth in item (xiv) of the preceding paragraph, the fees, etc. to be received directly from the consignor by the order executing member, etc. (meaning the member, etc. for whom the sale or the purchase to a transaction in a commodity market, etc. has been extinguished toward the future under their name because the give-up action was performed; the same applies hereinafter) and the clearance executing member, etc. (meaning the member, etc. for whom the sale or the purchase related to a transaction in a commodity market, etc. has been newly generated under their name because the give-up action was performed; the same applies hereinafter) are to be stated;
(i)the transactions set forth in Article 2, paragraph (3), items (ii) and (iii) of the Act (including foreign commodity market transactions similar to them), and the transactions set forth in paragraph (14), items (ii) and (iii) of that Article: the tansactions for which the person in question will be the party to pay money or for which they will be the party to receive money when the actual price or the actual figure exceeds the contract price, etc.;
(ii)the transactions set forth in Article 2, paragraph (3), item (iv) of the Act (including foreign commodity market transactions similar to them), and the transactions set forth in paragraph (14), items (iv) and (v) of that Article: the transactions for which the person in question will be the party to grant the rights prescribed in these items or for which the person in question will be the party to obtain the rights;
(iii)the transactions set forth in Article 2, paragraph (3), items (v) and (vi) of the Act (including foreign commodity market transactions similar to them), and the transactions set forth in paragraph (14), item (vi) of that Article: the transactions for which the person in question will be the party to pay money or for which the person in question will be the party to receive money when the commodity price or the commodity index increases in the agreed period.
(3)If two or more commodity derivatives business operators are required to give notification to the consignor, etc. pursuant to the provisions of the main clause of Article 220, paragraph (1) of the Act concerning one commodity derivatives transaction, when any one of the commodity derivatives business operators has given notification of the information set forth in the items in paragraph (1), other commodity derivatives business operators need not give notification of the information set forth in items of that paragraph, notwithstanding the provisions of that paragraph (limited to the information related to the one commodity derivatives transaction); provided, however, that this does not apply when other commodity derivatives business operators conduct any of the actions as an agent prescribed in the items of Article 2, paragraph (22) of the Act on behalf of the consignor, etc. in the course of trade.
(Cases in Which Notification of Closing of a Transaction is Not Required)
Article 109-2(1)The cases prescribed by order of the competent ministry as referred to in the proviso to Article 220, paragraph (1) of the Act are the following cases:
(i)if an over-the-counter commodity derivatives transaction is closed, and a written contract stating the terms of the over-the-counter commodity derivatives transaction is to be delivered when the over-the-counter commodity derivatives transaction is closed;
(ii)when a give-up action is performed, and the consignor, etc., the order executing member, etc., and the clearance executing member, etc. have agreed in writing in advance that information for which notification should be given pursuant to the provisions of the main clause of Article 220, paragraph (1) of the Act, is to be given to the consignor, etc. by the clearance executing member, etc. in lieu of the order executing member;
(2)A commodity derivatives business operator may provide the information required to be stated in a written contract (referred to hereinafter in this Article as "information to be stated") by electronic or magnetic means (excluding the means set forth in Article 90-3, paragraph (1), item (i), (d); hereinafter the same applies in this Article) in lieu of delivery of the written contract referred to in item (i) of the preceding paragraph, as prescribed in the following paragraph, with the permission of the consignor, etc. In such a case, the commodity derivatives business operator is deemed to have delivered the written contract;
(3)When seeking to provide the information to be stated pursuant to the provisions of the preceding paragraph, the commodity derivatives business operator must indicate the type and content of the electronic or magnetic means to be used which are set forth in Article 90-3, paragraph (1), item (i), sub-items (a) through (c), and obtain approval in writing or by means of using information communication technology;
(4)A commodity derivatives business operator that has obtained approval pursuant to provisions of the preceding paragraph must not provide the information to be stated by means of using information communication technology when a consignor, etc. has made a request in writing or by means of using information communication technology that they will not receive the provision by electronic or magnetic means; provided, however, that this does not apply in a case in which the consignor, etc. has given approval pursuant to the provisions of that paragraph at another time;
(5)The provisions of Article 90-3, paragraph (2) (excluding item (iii), (b) and item (iv)) apply mutatis mutandis to the provision by electronic or magnetic means referred to in paragraph (2). In such a case, the phrase "set forth in the stated information was conducted" in paragraph (2), item (iii) of that Article is deemed to be replaced by "was recorded".
(6)The phrase "method of using information communication technology" as used in paragraphs (3) and (4) means the following methods:
(i)among the methods of using an electronic data processing system prescribed in Article 90-3, paragraph (3), the following methods:
(a)the method of transmitting the information via a telecommunications line that connects a computer used by a commodity derivatives business operator and a computer used by the consignor, etc., and recording the information in a file on a computer used by the receiver;
(b)the method of providing information related to the approval of the consignor, etc. recorded in a file on a computer used by a commodity derivatives business operator for inspection by the consignor, etc. via a telecommunication line and recording the information related to the approval of the consignor, etc. in a file on a computer used by the commodity derivatives business operator.
(ii)the method of recording information related to the approval of the consignor in a file prepared using a media which can securely record certain information such as a magnetic disk, CD-ROM, or other equivalent means.
(7)The means set forth in the items of the preceding paragraph must be those that enable a commodity derivatives business operator to prepare a document by outputting the record in the file.
(Application, Mutatis Mutandis of the Provisions on Methods of Using Information Communications Technology for Receipt of Notice of Closing a Transaction and Receipt of Clearing Margin)
Article 110The provisions of Article 90-3 (excluding paragraph (1), item (i), (d), paragraph (2), item (iii), (b), and item (iv)) apply mutatis mutandis to the provisions of Article 220, paragraph (2) and Article 217, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 220-2, paragraph (2) of the Act. In such a case, the phrase "the last date when transactions set forth in the stated information was conducted" in Article 90-3, paragraph (2), item (iii) is deemed to be replaced with "the date when the transactions set forth in the stated information was recorded".
(Delivery of Document Related to Receipt of Clearing Margin)
Article 110-2(1)The document specified by order of the competent ministry as referred to in Article 220-2, paragraph (1) of the Act must state the following information:
(i)the trade name of the commodity derivatives business operator;
(ii)the means for the consignor, etc. to contact the commodity derivatives business operator;
(iii)the name of the consignor, etc.;
(iv)the date on which the commodity derivatives business operator has received the clearing margin, etc.;
(v)whether the clearing margin, etc. is in the form of money or securities, etc. (meaning securities and property other than money), and if the clearing margin, etc. is in the form of securities, the type (issue in cases of securities), quantity, and allocation price.
(vi)if the transaction related to the clearing margin, etc. is a transaction, etc. in a commodity market or a transaction, etc. in a foreign commodity market, the name or trade name of the commodity exchange or foreign commodity market establisher related to the transaction.
(2)The document set forth in the preceding paragraph must be prepared by using letters and numbers of a size of at least eight points specified by the Japanese Industrial Standard Z8305.
(3)The provisions of paragraph (1) do not apply when the receipt of a clearing margin, etc. pursuant to the provisions of Article 220-2, paragraph (1) of the Act is a receipt through a financial institution in which the consent of the consignor, etc. has been obtained in writing.
(4)The provisions of Article 41, paragraphs (3) to (7) apply mutatis mutandis to the consent in writing referred to in the preceding paragraph.
(Cases in which the Public Interest or Protection of Eligible Consignors is Likely to be Hindered)
Article 110-3The cases specified by order of the competent ministry as referred to in the proviso to Article 220-4, paragraph (1) and the proviso to paragraph (2) of that Article are the cases prescribed in each of the following items concerning the application of the provisions set forth in each item:
(i)the provisions of Article 220 of the Act: the case in which a system that enable to promptly reply to an inquiry from consignors, etc. concerning an individual transaction has not been developed;
(ii)the provisions of Article 220 of the Act: the case in which a system that enable to promptly reply to an inquiry from consignors, etc. concerning receipt of an individual clearing margin, etc. has not been developed.
(Accumulation of Liability Reserve for Commodity Trading)
Article 111(1)The amount of liability reserve for commodity trading to be accumulated pursuant to the provisions of Article 221, paragraph (1) of the Act is the smaller amount among the amounts set forth in the following items:
(i)the sum of the amounts set forth in the following sub-items (a) through (h);
(a)the amount obtained by multiplying the transaction amounts of the transactions prescribed in Article 2, paragraph (3), item (i) of the Act in each business year (excluding transactions on a person's own account and the transaction set forth in (e)) by the problematic conduct rate (meaning the ratio of the sum of the amount of the payment made as a result of a problematic conduct that occurred in the business years starting within three years prior to the commencement of the relevant business year (excluding payments related to transactions in cases where a commodity derivatives business operator receives a consignment of transactions, etc. in the commodity market (excluding commodity clearing transactions; hereinafter the same applies in this Article) from an eligible consignor or eligible commercial person or receives a consignment of transactions, etc. in the commodity market using an electronic data processing system without carrying out solicitation) to the sum of the transaction amounts of the transactions prescribed in Article 2, paragraph (3), items (i) through (iii) of the Act and the amount of the consideration for the transactions prescribed in item (iv) of that paragraph (excluding the transaction amounts and the amount of the consideration for transactions in cases of transactions on a person's own account and in cases where a commodity derivatives business operator receives a consignment of transactions, etc. in the commodity market from an eligible consignor or eligible commercial person or receives a consignment of transactions, etc. in the commodity market by using an electronic data processing system without carrying out solicitation; hereinafter the same applies in this Article) and the amount equivalent to 0.0001 percent of the transaction amounts, whichever amount is larger (in cases where the amount of liability reserve for commodity trading that has already been accumulated (in cases where there is an amount of money that has been used pursuant to the provisions of Article 221, paragraph (2) of the Act, the amount after deducting that amount; the same applies in the following item) is less than ten million yen, the amount obtained by adding, to the larger amount, an amount obtained by multiplying, an amount calculated by dividing the amount that has been obtained by deducting the amount of liability reserve for commodity trading and the amounts set forth in sub-items (b) through (h) from ten million yen by multiplying the problematic conduct rate by 2, or by 0.0002 percent, whichever rate is higher (or, if the calculated amount exceeds the transaction amount in the relevant business year, the amount is the transaction amount in the relevant business year; hereinafter the same applies in this item) by the problematic conduct rate or an amount equivalent to 0.0001 percent of the calculated amount, whichever amount is greater);
(b)the amount obtained by multiplying the transaction amount of the transactions prescribed in Article 2, paragraph (3), item (ii) of the Act (excluding transactions on a person's own account and the transactions set forth in (f)) in each business year by the problematic conduct rate, or the amount equivalent to 0.0001 percent of the transaction amount, whichever is greater;
(c)the amount obtained by multiplying the transaction amount of transactions prescribed in Article 2, paragraph (3), item (iii) of the Act (excluding transactions on a person's own account and the transactions set forth in (g)) in each business year by the problematic conduct rate, or the amount equivalent to 0.0001 percent of the transaction amount, whichever is greater;
(d)the amount obtained by multiplying the sum of the amount of consideration for transactions prescribed in Article 2, paragraph (3), item (iv) of the Act (excluding transactions on a person's own account and the transactions set forth in (h)) in each business year by the problematic conduct rate, or the amount equivalent to 0.001 percent of the sum of the amount of consideration, whichever is greater;
(e)the amount equivalent to 0.0001 percent of the sum of the transaction amount of transactions in which a commodities derivatives business operator receives a consignment of transactions, etc. in the commodity market from an eligible consignor and eligible commercial person, or receives a consignment of transactions, etc. in the commodity market using an electronic data processing system without carrying out solicitation, among the transactions prescribed in Article 2, paragraph (3), item (i) of the Act conducted each business year,;
(f)the amount equivalent to 0.0001 percent of the sum of the transaction amounts of the transactions in which a commodity derivatives business operator receives a consignment of transactions, etc. in the commodity market from an eligible consignor and eligible commercial person or receives a consignment of transactions, etc. in the commodity market using an electronic data processing system without carrying out solicitation, among the transactions prescribed in Article 2, paragraph (3), item (ii) of the Act conducted each business year;
(g)the amount equivalent to 0.0001 percent of the sum of the transaction amounts of the transactions in which a commodity derivatives business operator receives a consignment of transactions, etc. in the commodity market from an eligible consignor and eligible commercial person, or receives a consignment of transactions, etc. in the commodity market using an electronic data processing system without carrying out solicitation, among the transactions prescribed in Article 2, paragraph (3), item (iii) of the Act conducted each business year; and
(h)the amount equivalent to 0.001 percent of the total sum of the transaction amounts of the transactions in which a commodity derivatives business operator receives a consignment of transactions, etc. in the commodity market from an eligible consignor and eligible commercial person or receives a consignment of transactions, etc. in the commodity market using an electronic data processing system without carrying out solicitation, among the transactions prescribed in Article 2, paragraph (3), item (iv) of the Act conducted each business year;
(ii)the amount obtained by deducting the amount set forth in sub-item (e) from the sum of the amounts set forth in the following sub-items (a) through (h), or ten million yen, whichever is greater:
(a)the amount equivalent to 0.00625 percent of the transaction amounts of the transactions prescribed in Article 2, paragraph (3), item (i) of the Act (excluding transactions on a person's own account and the transactions set forth in (e)) in the business year in which the transaction amounts were the largest from among each business year and each business year starting within two years prior to the commencement of the relevant business year (if any of these business years is less than one full year, an amount calculated by dividing the transaction amount in the business year by the number of months in the business year and multiplying the result by twelve; the same applies hereinafter);
(b)the amount equivalent to 0.00625 percent of the transaction amounts of the transactions prescribed in Article 2, paragraph (3), item (ii) of the Act (excluding transactions on a person's own account and the transactions set forth in (f)) in the business year in which the transaction amounts were the largest from among each business year and each business year starting within two years prior to the commencement of the relevant business year;
(c)the amount equivalent to 0.00625 percent of the transaction amounts of the transactions prescribed in Article 2, paragraph (3), item (iii) of the Act (excluding transactions on a person's own account and the transactions set forth in (g)) in the business year in which the transaction amounts were the largest from among each business year and each business year starting within two years prior to the commencement of the relevant business year;
(d)the amount equivalent to 0.00625 percent of the transaction amounts of the transactions prescribed in Article 2, paragraph (3), item (iv) of the Act (excluding transactions on a person's own account and the transactions set forth in (h)) in the business year in which the transaction amounts were the largest from among each business year and each business year starting within two years prior to the commencement of the relevant business year;
(e)the amount equivalent to 0.0002 percent of the sum of the transaction amounts of the transactions prescribed in Article 2, paragraph (3), item (i) of the Act, in cases where a commodity derivatives business operator receives a consignment of transactions, etc. in the commodity market from an eligible consignor and eligible commercial person, or receives a consignment of transactions, etc. in the commodity market using an electronic data processing system without carrying out solicitation, in the business year in which the sum was the largest from among each business year and each business year starting within two years prior to the commencement of the relevant business year;
(f)the amount equivalent to 0.0002 percent of the sum of the transaction amounts of the transactions prescribed in Article 2, paragraph (3), item (ii) of the Act, in cases where a commodity derivatives business operator receives a consignment of transactions, etc. in the commodity market from an eligible consignor and eligible commercial person or receives a consignment of transactions, etc. in the commodity market using an electronic data processing system without carrying out solicitation, in the business year in which the sum was the largest from among each business year and each business year starting within two years prior to the commencement of the relevant business year;
(g)the amount equivalent to 0.0002 percent of the sum of the transaction amounts of the transactions prescribed in Article 2, paragraph (3), item (iii) of the Act, in cases where a commodity derivatives business operator receives a consignment of transactions, etc. in the commodity market from an eligible consignor and eligible commercial person, or receives a consignment of transactions, etc. in the commodity market using an electronic data processing system without carrying out solicitation, in the business year in which the sum was the largest from among each business year and each business year starting within two years prior to the commencement of the relevant business year;
(h)the amount equivalent to 0.002 percent of the sum of the transaction amounts of the transactions prescribed in Article 2, paragraph (3), item (iv) of the Act, in cases where a commodity derivatives business operator receives a consignment of transactions, etc. in the commodity market from an eligible consignor and eligible commercial person, or receives a consignment of transactions, etc. in the commodity market using an electronic data processing system without carrying out solicitation, in the business year in which the sum was the largest from among each business year and each business year starting within two years prior to the commencement of the relevant business year;
(i)the amount of liability reserve for commodity trading that has already been accumulated.
(2)In the cases referred to in the preceding paragraph, with regard to the amount of liability reserve for commodity trading required to be accumulated within three business years from the business year in which the acts set forth in Article 2, paragraph (22), item (i) or (ii) of the Act were commenced, the phrase "the amount obtained by multiplying the transaction amounts of the transactions prescribed in Article 2, paragraph (3), item (i) of the Act in each business year (excluding transactions on a person's own account and the transactions set forth in (e)) by the problematic conduct (meaning the ratio of the sum of the payment made as a result of a problematic conduct that occurred in the business years starting within three years prior to the commencement of the relevant business year (excluding payments related to transactions in cases where a commodity derivatives business operator receives a consignment of transactions, etc. in the commodity market (excluding commodity clearing transactions; hereinafter the same applies in this Article) from an eligible consignor and eligible commercial person or receives a consignment of transactions, etc. in the commodity market using an electronic data processing system (meaning an electronic data processing system connecting a computer used by the commodity derivatives business operator and a computer (including the input-output devices) used by the customer via a telecommunications line; hereinafter the same applies in this Article) without carrying out solicitation); hereinafter the same applies in this Article) to the sum of the transaction amounts of the transactions prescribed in Article 2, paragraph (3), items (i) through (iii) of the Act and the amount of the consideration for the transactions prescribed in item (iv) of that paragraph (excluding the transaction amounts and the amount of the consideration for transactions in cases of transactions on a person's own account and in cases where a commodity derivatives business operator receives a consignment of transactions, etc. in the commodity market from an eligible consignor and eligible commercial person, or receives a consignment of transactions, etc. in the commodity market using an electronic data processing system without carrying out solicitation; hereinafter the same applies in this Article) and the amount equivalent to 0.0001 percent of the transaction amounts, whichever amount is larger" in item (i) of the preceding paragraph is deemed to be replaced with "the amount equivalent to 0.003 percent of the transaction amounts", the term "the larger amount" in that item is deemed to be replaced with "the equivalent amount," the phrase "multiplying the problematic conduct rate by two, or by 0.0002 percent, whichever rate is higher" in that item is deemed to be replaced with "0.006 percent," the phrase "by multiplying the problematic conduct rate by 2, or by 0.0002 percent, whichever rate is higher" in that item is deemed to be replaced with "an amount equivalent to 0.006 percent", the phrase "the amount obtained by multiplying the transaction amount of transactions prescribed in Article 2, paragraph (8), item (iii) of the Act (excluding transactions on a person's own account and the transactions set forth in (g)) in each business year by the problematic conduct rate, or the amount equivalent to 0.0001 percent of the transaction amount, whichever amount is greater" in that item is deemed to be replaced with "the amount equivalent to 0.003 percent of the transaction amount " and the phrase "the amount obtained by multiplying the sum of the consideration for transactions prescribed in Article 2, paragraph (8), item (iv) of the Act (excluding transactions on a person's own account and the transactions set forth in (h)) in each business year by the problematic conduct rate, or the amount equivalent to 0.001 percent of the sum of the consideration, whichever amount is greater" in that item is deemed to be replaced with "the amount equivalent to 0.03 percent of the total sum of the consideration for transactions prescribed in Article 2, paragraph (8), item (iv) of the Act (excluding transactions on a person's own account and the transactions set forth in (h)) in each business year."
(Problematic Conduct in Commodity Trading)
Article 112(1)A problematic conduct specified by order of the competent ministry as referred to in the main clause of Article 221, paragraph (2) of the Act is an event in which a representative, etc. of a commodity derivatives business operator causes a customer a loss by performing any of the following acts concerning the business of the commodity derivatives business operator for the acts set forth in the items of Article 2, paragraph (22) of the Act:
(i)conducting commodity derivative transactions on the consignor's own account without confirming the content of the order by the consignor, etc.;
(ii)carrying out solicitations that would mislead a customer regarding the terms of trade and fluctuation in quotations, etc. on commodity markets;
(iii)mishandling paperwork in the execution of an order by a consignor, etc. due to negligence;
(iv)erroneously executing an order by a consignor, etc. due to malfunctioning of an electronic data processing system; or
(v)performing an act in violation of laws and regulations.
(2)Notwithstanding the provisions of the preceding paragraph, a problematic conduct specified by order of the competent ministry as referred to in Article 221, paragraph (2) of the Act in cases where Article 214-3, paragraph (3) of the Act is applied mutatis mutandis pursuant to Article 240-17 of the Act, is an event in which a commodity derivatives intermediary service provider or their representative, etc. causes a customer a loss by performing any of the following acts with regard to the business of the commodity derivatives intermediary service provider concerning a commodity derivatives intermediary service:
(i)acting as an intermediary for a commodity derivative transaction on the consignor's own account without confirming the content of the order by the consignor, etc.;
(ii)carrying out solicitations that would mislead a customer regarding the terms of trade and fluctuation in quotations, etc. on commodity markets;
(iii)mishandling paperwork in acting as an intermediary for an order by a consignor, etc.due to negligence;
(iv)erroneously executing an action as an intermediary for an order by a consignor, etc. due to malfunctioning of an electronic data processing system; or
(v)performing an act in violation of laws and regulations.
(3)Notwithstanding the provisions of paragraph (1), a problematic conduct specified by order of the competent ministry as referred to in Article 221, paragraph (2) of the Act in cases where Article 214-3, paragraph (3) of the Act is applied mutatis mutandis pursuant to Article 349, paragraph (3) of the Act, is an event in which a specified over-the-counter commodity derivative business operator or their representative, etc. causes a customer a loss by performing any of the following acts with regard to the business of the specified over-the-counter commodity derivative transactions business operator concerning the business related to a specified over-the-counter commodity derivative transaction;
(i)mishandling paperwork due to negligence or malfunctioning of an electronic data processing system; or
(ii)performing an act in violation of laws and regulations.
(Preparation of Books)
Article 113(1)A commodity derivatives business operator must prepare the following books pursuant to the provisions of Article 222 of the Act:
(i)a copy of the documents set forth in the following provisions;
(a)the provisions of Article 197-4, paragraph (3) of the Act (including as applied mutatis mutandis pursuant to Article 197-8, paragraph (2) of the Act);
(b)the provisions of Article 197-4, paragraph (11) of the Act (including as applied mutatis mutandis pursuant to Article 197-8, paragraph (2) of the Act);
(c)the provisions of Article 197-5, paragraph (2) of the Act (including as applied mutatis mutandis pursuant to paragraph (9) of that Article (including as applied mutatis mutandis pursuant to Article 197-6, paragraph (6) and Article 197-9, paragraph (2) of the Act), Article 197-6, paragraph (6), and Article 197-9, paragraph (2) of the Act);
(d)the provisions of Article 197-5, paragraph (12) of the Act (including as applied mutatis mutandis pursuant to Article 197-6, paragraph (6) and Article 197-9, paragraph (2) of the Act);
(ii)books specified in the Appended Table 4.
(2)The books set forth in item (i) of the preceding paragraph are to be preserved for a period of five years and the books set forth in item (ii) of that paragraph are to be preserved for ten years (seven years in cases of order forms).
(Preservation by Electronic or Magnetic Means)
Article 114When the content of the books set forth in the items of paragraph (1) of the preceding Article is recorded by electronic or magnetic means and is preserved in a manner that enables the record to be immediately displayed using a computer or other devices as necessary, the preservation of the record may substitute the preservation of the books prescribed in paragraph (2) of that Article. In such a case, a commodity derivatives business operator must take the necessary measures for preventing the loss of or damage to the record.
(Separate Accounting in Books)
Article 115With regard to the books prescribed in the Appended Table 4 (excluding journals of commodity derivative transactions), a commodity derivatives business operator must carry out separate accounting for transactions on their own account, transactions related to accepting entrustment of transactions on the account of the consignor, etc. and transactions in a commodity market, etc. (limited to those set forth in Article 2, paragraph (21), item (i) of the Act (excluding commodity clearing transactions) or those set forth in item (iii)), and transactions related to accepting entrustment of transactions in a commodity market, etc. (limited to the brokerage prescribed in items (ii) and (iv) of that paragraph), and that for transactions related to brokerage of consignment of foreign commodity market transactions (excluding transactions similar to commodity clearing transactions) and accepting entrustment of brokerage of consignment of brokerage of consignment of transactions similar to commodity clearing transactions that are foreign commodity market transactions, pursuant to the provisions of Article 223 of the Act.
(Preparation of Business Reports)
Article 116(1)The business report that a commodity derivatives business operator submits pursuant to the provisions of Article 224, paragraph (1) of the Act must be prepared according to Form No. 11.
(2)financial statements, etc., and their annexed detailed statements must be attached to the business report referred to in the preceding paragraph.
(Submission of a Written Report on the Status of Business or Property)
Article 117(1)A commodity derivatives business operator must submit the documents set forth in the following items to the competent minister within the period prescribed in each of those items, pursuant to the provisions of Article 224, paragraph (2) of the Act:
(i)monthly reports prepared according to Form No. 12 each month: by the 20th of the month following the month subject to the report; and
(ii)written reports prepared according to Form No. 6 each month concerning the causes and status of litigation or mediation: by the 20th of the month following the month subject to the report.
(2)In preparing the monthly reports referred to in item (i) of the preceding paragraph, a commodity derivatives business operator must comply with generally accepted corporate accounting practices.
(Application for Authorization for Merger or Split)
Article 118(1)In addition to the information set forth in the items of Article 192, paragraph (1) of the Act, a commodity derivatives business operator must submit a written application stating the following information to the competent minister when seeking to obtain authorization for a merger or split under the provisions of Article 225, paragraph (1) of the Act:
(i)scheduled date of merger or split; and
(ii)method of merger or split.
(2)The documents specified by order of the competent ministry as referred to in Article 225, paragraph (3) of the Act are as follows (in cases of documents certified by a public agency, limited to those prepared within three months prior to the date of filing the application for authorization):
(i)a document stating the reasons for the merger or split;
(ii)a document stating the procedures of the merger or split;
(iii)the articles of incorporation of the corporation after the merger or split (in cases of a foreign corporation, a document equivalent to articles of incorporation);
(iv)a certificate of the registered information of the parties to the merger or split (in cases of a foreign corporation, a document equivalent to a certificate of the registered information and a certificate of the registered information for the principal office or office in Japan);
(v)the minutes of the shareholders meeting (including equivalent organs) of the parties to the merger or split and other documents proving that necessary procedures have been taken;
(vi)financial statements, etc. for the immediately preceding three business years and their annexed detail statements of the parties to the merger or split (excluding commodity derivatives business operators) (in cases where these documents have not been prepared, documents equivalent to them);
(vii)a document pledging that the parties to the merger or split (excluding commodity derivatives business operators) do not fall under any of the provisions of Article 15, paragraph (2), item (i), sub-items (c) through (e), or sub-item (i) of the Act;
(viii)a document specified as follows in accordance with the cases set forth in each sub-item:
(a)in cases where an officer of the corporation after the merger or split is a foreign national: a copy of the residence certificate, etc., and a curriculum vitae of the officer, and a document pledging that the person does not fall under any of the provisions of Article 15, paragraph (2), item (i), sub-items (a) through (k) of the Act;
(b)in cases where an officer of the corporation after the merger or split is a corporation: a certificate of the registered information of the officer (in cases of a foreign corporation, a document equivalent to the certificate of the registered information), a document stating the history of the corporation, and a document pledging that the officer does not fall under the provisions of Article 15, paragraph (2), item (i), sub-item (l) of the Act;
(c)in cases where an officer of the corporation after the merger or split is neither a foreign national nor a corporation: a copy of the residence certificate, etc. and a curriculum vitae of the officer, a certification issued by a public agency that the person does not fall under the provisions of Article 15, paragraph (2), item (i), sub-item (b) of the Act, and a document pledging that the person does not fall under any of the provisions of sub-item (a) and sub-items (c) through (k) of that item;
(ix)a document stating the method for the corporation after the merger or split to conduct commodity derivatives business;
(x)a document stating the personnel structure and the system for conducting business of the organization, etc. concerning the commodity futures derivatives business at the corporation after the merger or split;
(xi)a document stating the type of transactions to be conducted by the corporation after the merger or split and the commodities or commodity indexes underlying the transactions ;
(xii)a record of the amount of net assets of the parties to the merger or split, prepared according to Form No. 1;
(xiii)a document stating the outline of the organization that performs the operations involving internal control and the method for addressing complaints and inquiries from customers of the corporation after the merger or split, prepared according to Form No. 3;
(xiv)in cases where an electronic data processing system is used for the commodity derivatives business by a corporation after the merger or split, documents stating the outline, installation location, capacity, and maintenance method of the electronic data processing system, and the method of handling in the case of malfunction of the electronic data processing system;
(xv)a document stating the number of employees at the corporation after the merger or split who have been sentenced to imprisonment or severer punishment (including an equivalent punishment under the laws and regulations of a foreign state with regard to a business equivalent to commodity derivatives business in the foreign state), to fines pursuant to this Act or equivalent laws and regulations of a foreign state (including an equivalent punishment under the laws and regulations of a foreign state) with regard to a business within the past five years, or who have been rendered a disposition based on the provisions of the Act, and stating each of those employee's name, date of birth, and address, the name of the business office or department to which the employee is assigned, their official title, whether or not the employee has been registered as a sales representative, the date the officer was punished by imprisonment or severer punishment or the fines, or have been rendered the disposition, and the reasons and the content of the punsishments;
(xvi)a document stating the expected income and expenditures of commodity derivatives business for the business year that includes the date on which the corporation after the merger or split plans to commence the commodity derivatives business and the two business years following the business year after that business year, the commodity futures transaction business plan, and a document stating the basis for the estimation and the plan;
(xvii)a document stating the estimated amount of the net assets and the net assets regulation ratio (or the amount of net assets, in cases where the applicant is a person set forth in the items of Article 28 of the Order) for the business year that includes the day on which the corporation after the merger or split plans to commence commodity derivatives business and the two business years following the business year after that business year, and a document stating the basis for the estimation;
(xviii)a document stating the names or trade names and addresses or locations of the top 10 shareholders, or company members or other investors (hereinafter referred to as "shareholders, etc." in this item) in number of voting rights held (meaning voting rights of all shareholders, all company members, all members, or all partners; hereinafter the same applies in this item), and the proportion of voting rights held to the total number of voting rights and the relationship with the applicant (limited to cases in which the shareholders, etc. are officers of the applicant or the parent company, a subsidiary company, or an affiliated company, or their officer) at the corporation after the merger or split;
(xix)a record of an outline of the subsidiary business prescribed in Article 196, paragraph (1) of the Act, prepared according to Form No. 4 concerning the corporation after the merger or split;
(xx)a record of an outline of the controlling relationships with other corporations prescribed in Article 196, paragraph (2) of the Act, prepared according to Form No. 5 concerning the corporation after the merger or split;
(xxi)the following documents, in cases where the acts set forth in Article 2, paragraph (22), item (v) of the Act are performed by the corporation after the merger or split in the course of trade:
(a)a curriculum vitae of the person responsible for the management of the business;
(b)internal rules concerning the business;
(c)a document stating the name of the department and the structure of the organization conducting the business;
(d)a document stating the standard for initiation of a transaction with a customer related to the business;
(e)the written contract to be used when conducting transactions with a customer related to the business.
(Submission of a Doctor's Medical Certificate)
Article 119In cases where an application for authorization under Article 225, paragraph (1) of the Act is filed, and the competent minister finds it necessary for examining whether the corporation after merger or the succeeding corporation in a company split falls under Article 15, paragraph (2), item (i), (l) of the Act (limited to the part related to (a) and (k)), the minister may request the applicant for authorization to submit a doctor's medical certificate stating the name of the illness of the person subject to the examination, whether the person has any mental impairment and the level of mental impairment, causes of the illness, catamnestic observation, prospects of recovery, and other remarks for reference.
Article 120Deleted
(Application for Authorization for Business Transfer)
Article 121(1)When seeking to obtain authorization for a business transfer under the provisions of Article 228, paragraph (1) of the Act, a commodity derivatives business operator is to submit an application stating the following information in addition to the information set forth in the items of Article 192, paragraph (1) of the Act to the competent minister:
(i)the scheduled date of the business transfer; and
(ii)the method of the business transfer.
(2)The documents specified by order of the competent ministry as referred to in Article 228, paragraph (3) of the Act are as follows (in cases of documents certified by a public agency, limited to those prepared within three months prior to the date of the application for authorization):
(i)a document stating the reason for the business transfer;
(ii)a document stating the procedures of the business transfer;
(iii)the articles of incorporation of the transferee company (in cases of a foreign corporation, a document equivalent to articles of incorporation);
(iv)a certificate of the registered information of the parties to the business transfer (in cases of a foreign corporation, a document equivalent to a certificate of the registered information and a certificate of the registered information for the principal office or office in Japan);
(v)the minutes of the shareholders meeting (including equivalent organs) of the parties to the business transfer and other documents proving that necessary procedures have been taken;
(vi)financial statements, etc. and their annexed detailed statements for the immediately preceding three years of the parties to the business transfer (excluding commodity derivatives business operators) (in cases where these documents have not been prepared, documents equivalent to them);
(vii)a document pledging that the parties to the business transfer (excluding commodity derivatives business operators) do not fall under any of the provisions of Article 15, paragraph (2), item (i), sub-items (c) through (e), or sub-item (i) of the Act;
(viii)a document specified as follows in accordance with the cases set forth in each sub-item;
(a)in cases where an officer of the transferee company is a foreign national: a copy of the residence certificate, etc. and a curriculum vitae of the officer, and a document pledging that the person does not fall under any of the provisions of Article 15, paragraph (2), item (i), sub-items (a) through (k) of the Act;
(b)in cases where an officer of the transferee company is a corporation: a certificate of the registered information of the officer, a document stating the history of the corporation, and a document pledging that the officer does not fall under the provisions of Article 15, paragraph (2), item (i), (l) of the Act;
(c)in cases where an officer of the transferee company is neither a foreign national nor a corporation: a copy of the residence certificate, etc. and a curriculum vitae of the officer, a certification issued by a public agency that the person does not fall under the provisions of Article 15, paragraph (2), item (i), (b) of the Act; and a document pledging that the person does not fall under any of the provisions of sub-item (a) and sub-items (c) through (k) of that item;
(ix)a document stating the method for the transferee company to conduct the commodity derivatives business;
(x)a document stating the personnel structure and the system for conducting business of the organization, etc. concerning the commodity derivatives business at the transferee company;
(xi)a document stating the type of transactions to be conducted by the transferee company and the commodities and commodity indexes underlying the transactions;
(xii)a record of the amount of net assets of the parties of the business transfer, prepared according to Form No. 1;
(xiii)a document stating an outline of the organization that performs the operations involving internal control and the method for addressing the complaints and inquiries from customers of the transferee company, prepared according to Form No. 3;
(xiv)in cases where an electronic data processing system is used for commodity derivatives business by a transferee company, documents stating the outline, installation location, capacity, and maintenance method of the electronic data processing system, and the method of handling in the case of malfunction of the electronic data processing system;
(xv)a document stating the number of employees of the transferee company who have been sentenced to imprisonment or severer punishment (including an equivalent punishment under the laws and regulations of a foreign state with regard to the business equivalent to a commodity derivatives business in the foreign state) with regard to a commodity derivatives business, fines pursuant to this Act or equivalent laws and regulations of a foreign state (including an equivalent punishment under the laws and regulations of a foreign state), or have been rendered a disposition based on the provisions of the Act within the past five years, and stating each of those employee's name, date of birth, and address, the name of the business office or department to which the employee is assigned, their official title, whether or not the employee has been registered as a sales representative, the date the employee was punished by imprisonment or severer punishment or by the fines, or has been rendered the disposition, and the reasons and the content of the punishments;
(xvi)a document stating the estimated income and expenditures of commodity derivatives business for the business year that includes the day on which the transferee company plans to commence the commodity derivatives business and the two business years following the business year after that business year, the commodity derivatives business plan, and a document stating the basis for the estimation and the plan;
(xvii)a document stating the estimated amount of the net assets and the net assets regulation ratio (or the amount of net assets, in cases where the applicant is a person set forth in the items of Article 28 of the Order) for the business year that includes the day on which the transferee company plans to commence commodity derivatives business and the two business years following the business year after that business year, and a document stating the basis for the estimation;
(xviii)a document stating the names or trade names and addresses of the top 10 shareholders or company members or other investors (hereinafter referred to as "shareholders, etc." in this item) in number of voting rights held (meaning voting rights of all shareholders, all company members, all members, and all partners; hereinafter the same applies in this item), and the ratio of voting rights held to the total number of voting rights and the relationship with the applicant (limited to cases in which the shareholders, etc. are officers of the applicant or the parent company, a subsidiary company, or an affiliated company, or their officer) at the transferee company;
(xix)a record of an outline of the subsidiary business prescribed in Article 196, paragraph (1) of the Act, prepared according to Form No. 4 for the transferee company;
(xx)a record of an outline of the controlling relationships with respect to other corporations prescribed in Article 196, paragraph (2) of the Act prepared according to Form No. 5, concerning the transferee company,;
(xxi)the following documents, in cases where the acts set forth in Article 2, paragraph (22), item (v) of the Act are performed by the transferee company in the course of trade;
(a)a curriculum vitae of the person responsible for the management of the business;
(b)internal rules concerning the business;
(c)a document stating the name of the department and the structure of the organization performing the business;
(d)a document stating the standard for initiation of a transaction with a customer related to the business; and
(e)the written contract to be used when conducting transactions with a customer related to the business.
(Submission of a Doctor's Medical Certificate)
Article 122In cases where an application for authorization under Article 228, paragraph (1) of the Act is filed, and the competent minister finds it necessary for examining whether the transferee company falls under Article 15, paragraph (2), item (i), (l) of the Act (limited to the part related to (a) and (k)), the minister may request the applicant to submit a doctor's medical certificate stating the name of the illness of the person subject to the examination, whether the person has any mental impairment and the level of mental impairment, causes of the illness, catamnestic observation, prospects of recovery, and other remarks for reference.
(Standards for Asset Liability Ratio and Current Ratio)
Article 123The ratio specified by order of the competent ministry as referred to in Article 232, paragraph (2), item (i) of the Act is 50 to 1 and the ratio specified by order of the competent ministry as referred to in item (ii) of that paragraph is1 to 1.
(Reasons for Business Suspension Order)
Article 124(1)The cases specified by order of the competent ministry as referred to in Article 232, paragraph (2), item (iii) of the Act are as follows:
(i)when the amount of the net assets is likely to fall below the amount specified in Article 81;
(ii)when disputes related to commodity derivatives business frequently occur with customers or disputes related to commodity derivatives business are likely to frequently occur due to the inappropriate instruction and supervision of employees;
(iii)when a commodity derivatives business operator entrusts the safety managment of information they handle regarding an individual customer, supervision of workers, and handling of the information, and the commodity derivatives business operator has not taken the necessary and appropriate measures on the supervision of the entrusted party in order to prevent the leakage, loss, or damage of the information; and
(iv)when a commodity derivatives business operator has not taken measures to ensure that the information they handle regarding race, creed, family origin, domicile of origin, healthcare, or criminal background of an individual customer and other special non-disclosure information (meaning information learned in the course of business which has not been disclosed) are not used for a purpose other than for ensuring the appropriate operation of business and for purposes which are found to be necessary.
(2)The provisions of Article 38 apply mutatis mutandis to the amount of the net assets under item (i) of the preceding paragraph.
(Calculation Standards for Total Amount of Liabilities)
Article 125(1)When calculating the total amount of liabilities pursuant to the provisions of Article 232, paragraph (3) of the Act, the amounts to be recorded in the liability section of the balance sheet (excluding the sum of the amounts set forth in Article 38, paragraph (1), items (vii) and (viii)) are to be added up.
(2)When calculating the total amount of current assets pursuant to Article 232, paragraph (3) of the Act, a commodity derivatives business operator (excluding those falling under the persons set forth in items of Article 28 of the Order) is to add up the amounts to be recorded in the current assets section of the balance sheet, and a commodity derivatives business operator (limited to those falling under the persons set forth in Article 28 of the Order) is to round up the amounts to be recorded in the assets section of the balance sheet.
(3)When calculating the total amount of current liabilities pursuant to Article 232, paragraph (3) of the Act, a commodity derivatives business operator (excluding those falling under the persons set forth in Article 28 of the Order) is to add up the amounts to be recorded in the current liabilities section of the balance sheet, and a commodity derivatives business operator (limited to those falling under the person set forth in Article 28 of the Order) is to add up the amounts to be recorded in the assets section of the balance sheet.
(Method of Calculating the Amount of Liabilities)
Article 126The amount of liabilities prescribed in Article 34 of the Order is to be calculated by deducting the amount of liabilities for non-residents from the amount of liabilities (including the amount of the guaranteed obligation) required to be recorded in the liability section of the balance sheet.
(Information to be Stated in the Written Application for Registration)
Article 126-2The information specified by order of the competent ministry as referred to in Article 240-3, paragraph (1), item (vi) of the Act is the following information:
(i)in the case of an individual, when the individual engages in the ordinary business of another business operator, the trade name or name of the other business operator and the type of the business;
(ii)in the case of a corporation, when an officer of the corporation engages in the ordinary business or conducts business of another business operator, the name of the officer, and the trade name or name and type of the other business operator, or the type of the business conducted;
(iii)when there are two or more entrusting commodity derivatives business operators (meaning an entrusting commodity derivatives business operator prescribed in Article 240-3, paragraph (1), item (iv) of the Act; the same applies hereinafter), the trade name or name of the entrusting commodity derivatives business operator that compensates for loss due to a registration applicant's problematic conduct (meaning a problematic conduct prescribed in Article 240-3, paragraph (3) of the Act as applied mutatis mutandis pursuant to Article 240-17 of the Act; hereinafter the same applies in this Article and Articles 126-20 through 126-22) .
(Documents Attached to a Written Application for Registration)
Article 126-3(1)The documents specified by order of the competent ministry as referred to in Article 240-3, paragraph (2), item (iii) of the Act are the following documents (in cases of documents certified by a public agency, limited to those prepared within three months prior to the date of filing for registration):
(i)in the case of an individual, the following documents:
(a)a copy of the residence certificate, etc.;
(b)a curriculum vitae;
(c)a certificate issued by a public agency proving that the person does not fall under the provisions of Article 31, paragraph (1), item (ii) of the Act (limited to the part related to Article 15, paragraph (2), item (i), (b) of the Act) (excluding cases in which that person is a foreign national);
(ii)in the case of a corporation, the following documents:
(a)a curriculum vitae of the officer (a document stating the history of the officer in cases where the officer is a foreign corporation);
(b)a copy of the residence certificate, etc. of the officer (in cases where the officer is a corporation, a certificate of the registered information of the officer (in the case of a foreign corporation, a document equivalent to a certificate of the registered information));
(c)a certificate issued by a public agency proving that the officer does not fall under the provisions of Article 15, paragraph (2), item (i), (b) of the Act (excluding cases in which the officer is a foreign national);
(d)a document pledging that the officer does not fall under any of the provisions of Article 15, paragraph (2), item (i), sub-item (a) and sub-items (c) through (k) of the Act (in cases where the officer is a foreign national, sub-items (a) through (e) of that item, and in cases where the officer is a corporation, sub-item (i) of that item);
(iii)a document stating the method for performing the commodity derivatives intermediary service;
(iv)a copy of the written contract for the entrustment contract of the business related to commodity derivatives intermediary service with the entrusting commodity derivatives busines operator; and
(v)a copy of the written contract related to the information set forth in item (iii) of the preceding Article.
(2)When seeking to obtain a renewal of registration under Article 240-2, paragraph (2) of the Act, the documents specified by order of the competent ministry referred to in Article 240-3, paragraph (2), item (iii) of the Act are the documents set forth in the preceding items.
(Matters Requiring Notification by a Commodity Derivatives Intermediary Service Provider)
Article 126-4(1)The matter specified by order of the competent ministry as referred to in Article 240-6, paragraph (1) of the Act is the method for performing commodity derivatives intermediary service.
(2)A commodity derivatives intermediary service provider that gives notification pursuant to the provisions of Article 240-6, paragraph (1) of the Act must submit a document stating the content of the change, the date of the change, and the reason for the change.
(3)The documents specified by order of the competent ministry as referred to in Article 240-6, paragraph (3) of the Act are those specified in the following items in accordance with the category of cases set forth in each item (in cases of documents certified by a public agency, limited to those prepared within three months prior to the notification):
(i)when the information set forth in Article 240-3, paragraph (1), item (i) of the Act is changed: a copy of the residence certificate, etc. (in cases of a corporation, a certificate of registered information (in the case of a foreign corporation, a document equivalent to a certificate of registered information));
(ii)when the information set forth in Article 240-3, paragraph (1), item (ii) of the Act is changed: the following documents:
(a)a certificate of registered information (in the case of a foreign corporation, a document equivalent to a certificate of registered information);
(b)the documents set forth in the following items in accordance with the category set forth in each item;
1.when a newly appointed officer is a foreign national: a copy of the residence certificate, etc. and a curriculum vitae of the officer, and a document pledging that the person does not fall under any of the provisions of Article 15, paragraph (2), item (1), sub-items (a) through (k) of the Act;
2.when a newly appointed officer is a corporation: a certificate of registered information or any alternative document, a document stating the history of the corporation, and a document pledging that the officer does not fall under the provisions of Article 15, paragraph (2), item (i), (l) of the Act;
3.when a newly appointed officer is neither a foreign national nor a corporation: a copy of the residence certificate, etc. and a curriculum vitae of the officer, a certificate issued by a public agency proving that the person does not fall under the provisions of Article 15, paragraph (2), item (i), (b) of the Act, and a document pledging that the person does not fall under any of the provisions of sub-item (a) and sub-items (c) through (k) of that item.
(iii)when the information set forth in Article 240-3, paragraph (1), item (iv) of the Act is changed (limited to cases where a new entrustment is to be accepted): a copy of the written contract of the entrustment contract related to commodity derivatives intermediary service with the entrusting commodity derivatives intermediary service that will accept the new entrustment.
(iv)when the information set forth in Article 126-2, item (iii) of the Act is changed (limited to cases where there are two or more entrusting commodity derivatives business operators): the following documents:
(a)a written statement of reasons related to the change;
(b)the documents set forth in paragraph (1), item (v) of the preceding Article;
(v)when the method for performing commodity derivatives intermediary service is changed: the documents set forth in paragraph (1), item (iii) of the preceding Article after the change.
(Notification of Discontinuation of Business)
Article 126-5A person that gives a notification pursuant to the provisions of Article 240-7, paragraph (1) of the Act, must submit a written notification stating the information specified in the center column of the following table in accordance with the category set forth in the left colum of that table, and the attached documents specified in the right column of that table to the competent minister.
Matters Requiring Notification
Matters to be Stated
Attached Documents
In the case of discontinuing commodity derivatives intermediary service
(i) Date of discontinuation
(i) In the case where the commodity derivatives intermediary service provider is a corporation, minutes of the shareholders meeting (including an equivalent organ) or other document proving that the necessary procedures have been taken
(ii) Reasons for discontinuation
(ii) A document stating the clearing method of claims and debts to consignors, etc.
In the case where the individual that is a commodity derivatives intermediary service provider has died
That fact and the date of the death
In the case where a corporation that is a commodity derivatives intermediary service provider has been extinguished by merger
(i) Trade name or name of the other party to the merger
A document stating the succession method of claims and debts to consignors, etc. to the corporation surviving the merger
(ii) Date of the merger
In the case of dissolution by order commencing bankruptcy proceedings for a commodity derivatives intermediary service provider that is a corporation
(i) Date of filing commencement of bankruptcy proceedings
(i) A copy of the public notice issued by a court of the order for commencing bankruptcy proceedings
(ii) Date order for commencing bankruptcy proceedings has been given
(ii) A document stating the clearing method of claims and debts to consignors, etc.
In the case of dissolution for a reason other than a merger or order for commencement of bankruptcy proceedings for a commodity derivatives intermediary service provider that is a corporation
(i) Date of dissolution
(i) Minutes of the shareholders meeting (including an equivalent organ) or other document proving that the necessary procedures have been taken
(ii) Reasons for dissolution
(ii) A document stating the clearing method of claims and debts to consignors, etc.
In the case of succession to all of the commodity derivatives intermediary services by a split
(i) Name or trade name of the successor
(i) A document stating the succession method of claims and debts to consignors, etc. to the successor
(ii) Date and reasons for the split
(ii) A document stating the content of the incorporation-type split plan or absorption-type split agreement and the split procedures
In the case of transfer of all of the commodity derivatives intermediary services
(i) Name or trade name of the transferee
(i) A document stating the succession method of claims and debts to consignors, etc. to the transferee
(ii) Date and reasons for the transfer
(ii) A document stating the content of the business transfer agreement
(Sign of a Commodity Derivatives Intermediary Service Provider)
Article 126-6The sign prescribed in Article 240-9, paragraph (1) of the Act is to be prepared according to Form No. 13.
(Documents Attached to a Written Application for Registration)
Article 126-7(1)The documents specified by order of the competent ministry as referred to in Article 200, paragraph (4) of the Act as applied mutatis mutandis pursuant to Article 240-11 of the Act are the following documents, excluding the case specified in the following paragraph:
(i)a copy of the residence certificate, etc. of a sales representative who seeks to obtain registration;
(ii)a document with which the sales representative and the registration applicant pledge that the sales representative who seek to obtain registration does not fall under any of the provisions of the items of Article 201, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 240-11 of the Act;
(iii)a document proving that the sales representative who seeks to obtain registration has the knowledge and experience to perform the acts set forth in the items of Article 200, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 240-11 of the Act in a fair and accurate manner.
(2)The documents specified by order of the competent ministry as referred to in Article 200, paragraph (4) of the Act as applied mutatis mutandis pursuant to Article 240-11 of the Act when seeking to obtain a renewal of registration under Article 200, paragraph (7) of the Act as applied mutatis mutandis pursuant to Article 240-11 of the Act are the following documents:
(i)the documents set forth in the preceding paragraph;
(ii)when the sales representative seeking to obtain a renewal of registration has been rendered a disposition (limited to those for which five years have not passed from the date of the disposition) under the provisions of Article 240, paragraph (1) of the Act (including as applied mutatis mutandis pursuant to Article 240-11 of the Act) in the past, a document stating the date of the disposition, the content and the reason.
(Information to be Stated in a Register of Sales Representatives)
Article 126-8The information specified by order of the competent ministry as referred to in Article 200, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 240-11 of the Act, is the following information:
(i)the registration number;
(ii)the date of registration;
(iii)the name or trade name of the registration applicant;
(iv)the following information concerning the sales representative;
(a)the address;
(b)whether the sales representative is an officer or an employee;
(c)for a person who has experience of performing the duties of a sales representative (including a sales representative related to the registration under Article 200, paragraph (1) of the Act), the trade name or name of the commodity derivatives business operator or commodity derivatives intermediary service provider the person belonged to, and the duration of performance of the duties;
(d)for a person who has experience of performing commodity derivatives intermediary service, the duration of performance the duties;
(e)when an order to suspend the duties were given pursuant to the provisions of Article 204, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 240-11 of the Act, the date of that disposition, the reason, and the period;
(f)when the registration was revoked pursuant to the provisions of Article 204, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 240-11 of the Act, or the registration was deleted pursuant to the provisions of Article 205 of the Act, the date of that disposition and the reason.
(Registration Work Concerning a Sales Representative by an Association)
Article 126-9Pursuant to the provisions of Article 206, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 240-11 of the Act, the competent minister is to have an association conduct the work related to registration set forth in the following items concerning the commodity derivatives intermediary service provider for which the association member that belongs to the association is the entrusting commodity derivatives business operator:
(i)acceptance of the written application for registration pursuant to the provisions of Article 200, paragraph (3) of the Act as applied mutatis mutandis pursuant to Article 240-11 of the Act;
(ii)registration pursuant to the provisions of Article 200, paragraph (5) of the Act as applied mutatis mutandis in Article 240-11 of the Act; and
(iii)notification pursuant to Article 200, paragraph (6) of the Act as applied mutatis mutandis pursuant to Article 240-11 of the Act, Article 15, paragraphs (5) and (7) of the Act as applied mutatis mutandis pursuant to Article 201, paragraph (2) of the Act, as applied mutatis mutandis pursuant to Article 240-11 of the Act, and Article 204, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 240-11 of the Act;
(iv)refusal of the registration pursuant to the provisions of Article 201, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 240-11 of the Act;
(v)hearing of opinions pursuant to the provisions of Article 15, paragraph (5) of the Act as applied mutatis mutandis pursuant to Article 201, paragraph (2) of the Act, as applied mutatis mutandis pursuant to Article 240-11 of the Act;
(vi)acceptance of the notification pursuant to the provisions of Article 203 of the Act as applied mutatis mutandis pursuant to Article 240-11 of the Act;
(vii)deletion of the registration and order of suspension of the duties pursuant to the provisions of Article 204, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 240-11 of the Act;
(viii)hearing of opinions of witnesses, submission of the opinions or reports by witnesses, or opnions by expert witnesses pursuant to the provisions of Article 158, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 204, paragraph (3) of the Act, as applied mutatis mutandis pursuant to Article 240-11 of the Act, and hearing pursuant to the provisions of Article 159, paragraph (4) of the Act; and
(ix)deletion of registration pursuant to the provisions of Article 205 of the Act as applied mutatis mutandis pursuant to Article 240-11 of the Act.
(Notification Related to Registration Work of a Sales Representative)
Article 126-10When seeking to give notification pursuant to the provisions of Article 206, paragraph (4) of the Act as applied mutatis mutandis pursuant to Article 240-11 of the Act, an association must submit a document stating the following information to the competent minister:
(i)the name or trade name of the commodity derivatives intermediary service provider to which the sales representative belongs;
(ii)the trade name or name of the entrusting commodity derivatives business operator of the commodity derivatives intermediary service provider to which the sales representative belongs;
(iii)the name and date of birth of the sales representative;
(iv)the content of the registration work that were handled, and the date they were handled;
(v)if the content of the registration work set forth in the preceding item is an order for suspension of duties or deletion of registration, its reason.
(Acts Similar to Advertising)
Article 126-11The acts specified by order of the competent ministry as referred to in the items of Article 240-13 of the Act is the provision of information made for similar content to a large number of persons by the means of transmission by postal mail, correspondence delivery, or using a facsimile device, the means of transmitting electronic mail, the means of distributiing fliers or brochures, or any other means (excluding the following means):
(i)the means of distributing documents prepared based on a disposition by a government agency based on laws and regulations;
(ii)the means of distributing materials related to the analysis and valuation of quotations, etc. on a commodity market which are not used in solicitations to conclude a commodity transaction contract related to acts of commodity derivatives intermediary service (meaning the acts of commodity derivatives intermediary service prescribed in Article 240-14 of the Act; the same applies hereinafter);
(iii)the means of providing gifts and other goods (limited to those on which the information set forth in sub-items (b) through (d) are clearly and accurately indicated) on which only all of the following information are indicated (in cases where one of the information is not indicated on a gift or other goods, including the means of providing the gift or the other goods and other goods on which the information is indicated together as a single unit):
(a)the name or commonly used name of a commodity transaction contract related to acts of commodity derivatives intermediary service;
(b)the names, trade names, or commonly used names of commodity derivatives intermediary service providers that provide information for similar content to a large number of persons by the means prescribed in this item;
(c)if there is a risk of a customer incurring a loss with regard to a transaction based on a commodity transaction contract related to acts of commodity derivatives intermediary service due to fluctuations in quotations, etc., on commodity markets, the fact that there is such a risk (in cases where there is a risk of the amount of the loss to exceed the amount of the clearing margin, etc., including that fact; and limited to articles on which the letters or numbers indicating the information are indicated in a size that is not substantially different from the largest letters or numbers used for indicating other information);
(d)the fact that the content of documents for delivery prior to conclusion of a contract of a commodity transaction contract related to acts of commodity derivatives intermediary service should be thoroughly read.
(iv)the means of having information broadcast through the broadcasting equipment of a broadcaster, the means of having customers inspect using telecommunications lines, the content of information that is recorded onto a file in a computer used by a commodity derivatives intermediary service provider or a person who has been entrusted the business related to advertising, etc. (meaning advertising and acts prescribed in this Article; the same applies in the following Article) conducted by the commodity derivatives intermediary service provider, or the means of having information indicated to the public either indoors or outdoors on a constant basis or continuously for a certain period in which the information is posted or indicated on a signboard, a billboard, a poster, a placard or an advertising pillar, advertising board, building or any other structure, etc., or a means similar to them, in which the following information is clearly and accurately indicated and there is no indication that is significantly contradictory to facts or seriously misleading with regard to the estimated profits from conducting a commodity derivative transaction and other information prescribed in Article 126-15:
(a)the trade name or name of the commodity derivatives intermediary service provider;
(b)the fact that they are a commodity derivatives intermediary service provider and the registration number of the commodity derivatives intermediary service provider;
(c)in cases where there is a risk of a customer incurring a loss for a transaction based on a commodity transaction contract related to acts of commodity derivatives intermediary service due to fluctuations in quotations, etc., on commodity markets, the fact that there is such a risk (in cases where there is a risk of the amount of the loss to exceed the amount of the clearing margin, etc., including that fact; and excluding the means of broadcasting using sound, limited to articles on which the letters or numbers indicating the information are indicated in a size that is not substantially different from the largest letters or numbers used for indicating other information);
(d)the fact that the content of documents for delivery prior to conclusion of a contract of a commodity transaction contract related to acts of commodity derivatives intermediary service should be thoroughly read.
(Means of Indicating in Advertisements the Content of Commodity Derivatives Intermediary Services)
Article 126-12(1)When a commodity derivatives intermediary service provider conducts advertising or acts, etc. prescribed in the preceding Article with regard to the content of the commodity derivatives intermediary service they conduct, they must clearly and accurately indicate the information set forth in the items of Article 240-13, paragraph (1) of the Act.
(2)When a commodity derivatives intermediary service provider conducts advertising, etc. with regard to the content of the commodity derivatives intermediary service they conduct, they must indicate the information set forth in Article 36, item (iv) and Article 126-14, item (i) of the Order and Article 126-14, item (i) by using the letters or numbers in a size that is not substantially different from the largest letters or numbers used for indicating other information.
(Information Concerning the Consideration Required to be Paid by a Customer)
Article 126-13The information specified by order of the competent ministry as referred to in Article 36, item (i) of the Order is the amounts for each type or the upper limits of the considerations required to be paid by a customer with concerning a commodity transaction contract, whether they are referred to as fees, remunerations, expenses or by any other name (excluding values related to receipt or delivery, the amount of the consideration for the transactions prescribed in Article 2, paragraph (3), item (iv) of the Act and paragraph (14), items (iv) and (v) of that Article, and the amount of the clearing margin, etc.; referred to as the "fees, etc." in this Article, Article 126-15, and Article 126-16), or the outline of their calculation method (including the ratio to the amount of transactions (meaning the amount of transactions prescribed in Article 36-2, item (iii) of the Order) based on the commodities transaction contract), and the sum of the amounts, or their upper limit or the outline of their calculation method; provided, however, that, in cases where it is not possible to indicate them, that fact and the reasons.
(Important Matters that Have an Impact on Customers' Judgment)
Article 126-14The matters prescribed by order of the competent ministry under Article 36, item (v) are the following matters:
(i)if there is a risk of a customer incurring a loss for a transaction based on a commodity transaction contract related to acts of commodity derivatives intermediary service due to fluctuations in quotations, etc., on commodity markets (excluding cases where there is a risk that the amount of the loss exceeds the amount of the clearing margin, etc.), that fact and the reasons;
(ii)if there is a difference between the sale price and the purchase price (in cases of transactions set forth in the following sub-items (a) through (c), including those specified in the sub-items (a) through (c)) of a commodity indicated by a commodity derivatives intermediary service provider concerning over-the-counter commodity derivative transaction based on a commodity transaction contract related to acts of commodity derivatives intermediary service, that fact;
(a)cases of a transaction set forth in Article 2, paragraph (14), item (ii) or (iii) of the Act: if the actual price or the actual figure exceeds the contract price, etc., the contact price, etc. of a transaction for which the person in question will be the party to pay the money and the contract price, etc. of a transaction for which the person in question will be the party to receive the money, or those similar to them;
(b)cases of a transaction set forth in Article 2, paragraph (14), item (iv) or (v) of the Act: the amount of compensation for the right of the transaction for which the person in question will be the party to grant the right prescribed in item (iv) or (v) of that paragraph and the amount of compensation for the right of the transaction for which the person in question will be the party to acquire the right;
(c)cases of a transaction set forth in Article 2, paragraph (14), item (vi) of the Act: if the price of the commodity or the commodit