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Order on Inward Direct Investment

Order of the Prime Minister's Office, Ministry of Finance, Ministry of Education, Science and Culture, Ministry of Health and Welfare, Ministry of Agriculture, Forestry and Fisheries, Ministry of International Trade and Industry, Ministry of Transport, Ministry of Posts and Telecommunications, Ministry of Labour and Ministry of Construction No. 1 of November 20, 1980

Based on the provisions of Articles 2 through 5, Article 8, Article 13 and Article 14 of the Cabinet Order on Inward Direct Investment (Cabinet Order No. 261 of 1980) and in order to implement the provisions of the Foreign Exchange and Foreign Trade Control Act (Act No. 228 of 1949), the Order on Inward Direct Investment is hereby established as follows.

(Purpose)

Article 1The purpose of this Order is to provide for reporting and notification procedures and other necessary matters with regard to inward direct investment, etc., specified acquisition, and the conclusion of technology introduction contracts, etc. as prescribed in Chapter V of the Foreign Exchange and Foreign Trade Act (hereinafter referred to as the "Act").

(Matters on the Definition of Inward Direct Investment)

Article 2(1)The amount specified by order of the competent ministry as prescribed in Article 2, paragraph (7), item (i) of the Cabinet Order on Inward Direct Investment (hereinafter referred to as the "Order") is an amount equivalent to 100 million yen.

(2)The amount specified by order of the competent ministry as prescribed in Article 2, paragraph (7), item (ii) of the Order is the total of the amount stated in the liabilities section of the balance sheet at the end of the business year immediately preceding the business year during which loans were provided (where there is no relevant business year, the final balance sheet) and the amount of the loans; provided, however, that where a balance sheet has not been prepared, that amount is the total of the total amount of liabilities in the inventory of assets at the end of the business year immediately preceding the business year during which loans were provided (where there is no relevant business year, the final inventory of assets) and the amount of the loans.

(3)The amount specified by order of the competent ministry as prescribed in Article 2, paragraph (9), item (i), (d), 1. of the Order is an amount equivalent to 100 million yen.

(4)The amount specified by order of the competent ministry as prescribed in Article 2, paragraph (9), item (i), (d), 2. of the Order is the total of the amount stated in the liabilities section of the balance sheet at the end of the business year immediately preceding the business year during which bonds were acquired (where there is no relevant business year, the final balance sheet) and the amount of the relevant bonds that were acquired.

(Notification of Inward Direct Investment)

Article 3(1)Business types specified by order of the competent ministry as prescribed in Article 3, paragraph (1), item (ii) of the Order are the business types specified by the Minister of Finance and the competent minister for the business (meaning the competent minister for the business prescribed in Article 7 of the Order; the same applies hereinafter).

(2)Shares specified by order of the competent ministry as those equivalent to the shares of a listed company, etc. as prescribed in Article 3, paragraph (1), item (iv) of the Order are shares under offering or secondary distribution that takes place prior to their listing on a financial instruments exchange as prescribed in Article 2, paragraph (16) of the Financial Instruments and Exchange Act (Act No. 25 of 1948) (limited to the period from the filing of an application for listing until the completion of listing) or prior to their registration with an authorized financial instruments firms association as prescribed in Article 2, paragraph (13) of the same Act (limited to the period from the filing of an application for registration until the completion of registration).

(3)Acts specified by order of the competent ministry as prescribed in Article 3, paragraph (1), item (vii) of the Order are the acts listed in the following items:

(i)the acquisition, by a person who owns shares or equity in a company prior to its entity conversion, of shares or equity in the company after its entity conversion, in place of the previously owned shares or equity;

(ii)the acquisition of loan receivables, bonds, or investment securities that are issued by a corporation established under a special Act by way of inheritance or as a testamentary gift;

(iii)the consent given in regard to the substantial change of the business purpose of a company as prescribed in Article 26, paragraph (2), item (iv) of the Act, where the business purpose of the company after the relevant change does not fall under the business types specified by the Minister of Finance and the competent minister for the business as prescribed in the following paragraph;

(iii)-2the establishment of any branch office, etc. as prescribed in Article 26, paragraph (2), item (v) of the Act, where the business purpose of the branch office, etc. (meaning a branch office, factory, or other offices; the same applies hereinafter) subject to the establishment does not fall under the business types specified by the Minister of Finance and the competent minister for the business as prescribed in the following paragraph;

(iv)the substantial change in the type or business purpose of a branch office, etc. as prescribed in Article 26, paragraph (2), item (v) of the Act, where the type or business purpose of the branch office, etc. after the relevant change does not fall under the types or business purposes specified by the Minister of Finance and the competent minister for the business as prescribed in the following paragraph;

(v)the acquisition of shares through an allotment of shares without contribution as prescribed in Article 185 of the Companies Act (Act No. 86 of 2005), or discretionary investment in shares (meaning discretionary investment in shares as prescribed in Article 2, paragraph (10) of the Order; the same applies hereinafter);

(vi)the acquisition of shares, equity, bonds, or investment securities issued by a stock company as the consideration for the acquisition of the shares subject to call as prescribed in Article 2, item (xix) of the Companies Act or share options subject to call as prescribed in Article 273, paragraph (1) of the same Act, due to occurrence of grounds for the acquisition of such shares or share options, or discretionary investment in shares;

(vii)an act which is listed in Article 26, paragraph (2), item (i), item (iii), item (iv) or item (vi) of the Act or in any item of Article 2, paragraph (9) of the Order and is carried out by a special listed company, etc. (meaning a listed company, etc. (meaning the listed company, etc. prescribed in Article 26, paragraph (2), item (i) of the Act; the same applies hereinafter), among those listed in Article 26, paragraph (1), item (iii) of the Act, wherein all of the ratios of the number of shares of the listed company, etc. directly owned by each shareholder (meaning a foreign corporation as prescribed in Article 2, paragraph (1) of the Order (hereinafter referred to as a "foreign corporation, etc.") or other companies prescribed in the same paragraph (excluding a specified listed company, etc. prescribed in Article 3, paragraph (1), item (vi) of the Order)) of the listed company, etc. (including the number of shares owned by a non-resident individual, corporation, or any other organization (limited to one that falls under any of those listed in Article 26, paragraph (1), items (ii) through (iv) of the Act) that falls under any of the items of Article 2, paragraph (4) of the Order if the shareholder is deemed to be the acquirer of shares set forth in the same paragraph; the same applies hereinafter) to the total number of issued shares of the listed company, etc. are less than 10%; the same applies in paragraph (2), item (i) of the following Article) (excluding an act listed in Article 3, paragraph (1), item (vi));

(viii)an act which is listed in Article 26, paragraph (2), item (i), item (iii), item (iv) or item (vi) of the Act or in any item of Article 2, paragraph (9) of the Order and is carried out by a special non-listed company (meaning a company other than a listed company, etc., among those listed in Article 26, paragraph (1), item (iii) of the Act, wherein the shares or equity in the company other than a listed company, etc. is not owned by any foreign corporation, etc. or any other company prescribed in Article 2, paragraph (1) of the Order (excluding a specified listed company, etc. prescribed in Article 3, paragraph (1), item (vi) of the Order; the same applies in paragraph (2), item (ii) of the following Article);

(ix)an act which is listed in Article 26, paragraph (2), item (iii) of the Act and constitutes underwriting of securities listed in Article 2, paragraph (8), item (vi) of the Financial Instruments and Exchange Act (excluding such act relating to paragraph (6), item (iii) of the same Article) (including an equivalent act under the provisions of foreign laws and regulations) (in the case of inward direct investment, etc. listed in the items of Article 3, paragraph (2) of the Order, limited to the case where the voting rights attached to the shares acquired by the act are not exercised).

(4)Business types specified by order of the competent ministry as prescribed in Article 3, paragraph (2), item (i) of the Order are the business types specified by the Minister of Finance and the competent minister for the business.

(5)The company specified by order of the competent ministry as prescribed in Article 3, paragraph (2), item (i) of the Order is any other company (limited to those with two or more shareholders or members) in which voting rights that account for 50% of the number of voting rights of all of the shareholders or members is held by the company (including its subsidiary companies (meaning subsidiary companies as prescribed in Article 2, item (iii) of the Companies Act; the same applies in paragraph (4) of the following Article)).

(6)Inward direct investment, etc. specified by order of the competent ministry as prescribed in Article 3, paragraph (2), item (ii) of the Order is inward direct investment, etc. made by a foreign investor in a country other than the countries (including regions; the same applies hereinafter) listed in Appended Table 1 (excluding inward direct investment, etc. made by a foreign investor who falls under Article 26, paragraph (1), item (iii) or item (iv) of the Act).

(7)Inward direct investment, etc. specified by order of the competent ministry as prescribed in Article 3, paragraph (2), item (iii) of the Order is inward direct investment, etc. that is specified by the Minister of Finance and the competent minister for the business.

(8)A person who intends to give a notification based on the provisions of Article 3, paragraph (3) of the Order must, in accordance with the categories listed in each of the following items, submit a written notification to the Minister of Finance and the competent minister for the business, via the Bank of Japan, using the form specified in the relevant item.In this case, the number of copies of the written notification that must be submitted is the number of competent ministers for the business plus three:

(i)acquisition of shares or equity as prescribed in Article 26, paragraph (2), item (i) and item (iii) of the Act, acquisition of investment securities as prescribed in Article 2, paragraph (9), item (ii) of the Order, and discretionary investment in shares as prescribed in item (iii) of the same paragraph:Appended Form 1;

(ii)transfer of shares or equity as prescribed in Article 26, paragraph (2), item (ii) of the Act:Appended Form 2;

(iii)consent given in regard to the substantial change of the business purpose of a company as prescribed in Article 26, paragraph (2), item (iv) of the Act:Appended Form 3;

(iv)establishment of a branch office, etc. as prescribed in Article 26, paragraph (2), item (v) of the Act:Appended Form 4;

(v)a substantial change in the type or business purpose of a branch office, etc. as prescribed in Article 26, paragraph (2), item (v) of the Act:Appended Form 5;

(vi)loans of money as prescribed in Article 26, paragraph (2), item (vi) of the Act:Appended Form 6;

(vii)acquisition of bonds as prescribed in Article 2, paragraph (9), item (i) of the Order:Appended Form 7.

(9)When the Minister of Finance and the competent minister for the business have received copies of a written notification pursuant to the provisions of the preceding paragraph, they are to note to that effect on the copies of the written notification and deliver one copy as a certificate of their receipt of the notification to the person who gave the notification.

(10)A person who intends to give a notice as prescribed in Article 27, paragraph (7) of the Act based on the provisions of Article 3, paragraph (14) of the Order must submit a written notice prepared using Appended Form 8 to the Minister of Finance and the competent minister for the business, via the Bank of Japan.In this case, the number of copies of the written notice that must be submitted is the number of competent ministers for the business plus one.

(Notification of Specified Acquisition)

Article 4(1)Shares specified by order of the competent ministry as those equivalent to the shares of a listed company, etc. as prescribed in Article 4, paragraph (1), item (ii) of the Order are shares under offering or secondary distribution that takes place prior to their listing on a financial instruments exchange as prescribed in Article 2, paragraph (16) of the Financial Instruments and Exchange Act (limited to the period from the filing of an application for listing until the completion of listing) or prior to their registration with an authorized financial instruments firms association as prescribed in Article 2, paragraph (13) of the same Act (limited to the period from the filing of an application for registration until the completion of registration).

(2)Acts specified by order of the competent ministry as prescribed in Article 4, paragraph (1), item (iv) of the Order are the acts listed in the following items:

(i)specified acquisition carried out by a special listed company, etc. (excluding the act set forth in Article 4, paragraph (1), item (iii) of the Order); and

(ii)specified acquisition carried out by a special non-listed company.

(3)Business types specified by order of the competent ministry as prescribed in Article 4, paragraph (2) of the Order are the business types specified by the Minister of Finance and the competent minister for the business.

(4)The company specified by order of the competent ministry as prescribed in Article 4, paragraph (2) of the Order is any other company (limited to those with two or more shareholders or members) in which voting rights that account for 50% of the number of voting rights of all of the shareholders or members are held by the company (including its subsidiary companies).

(5)A person who intends to give a notification based on the provisions of Article 4, paragraph (3) of the Order must submit a written notification prepared using Appended Form 1 to the Minister of Finance and the competent minister for the business, via the Bank of Japan.In this case, the number of copies of the written notification that must be submitted is the number of competent ministers for the business plus three.

(6)When the Minister of Finance and the competent minister for the business have received copies of a written notification pursuant to the provisions of the preceding paragraph, they are to note to that effect on the copies of the written notification and deliver one copy as a certificate of their receipt of the notification to the person who gave the notification.

(7)A person who intends to give a notice as prescribed in Article 27, paragraph (7) of the Act as applied mutatis mutandis pursuant to Article 28, paragraph (7) of the Act based on the provisions of Article 4, paragraph (11) of the Order must submit a written notice prepared using Appended Form 8-2 to the Minister of Finance and the competent minister for the business, via the Bank of Japan.In this case, the number of copies of the written notice that must be submitted is the number of competent ministers for the business plus one.

(Method of Service by Publication)

Article 4-2The Minister of Finance and the competent minister for the business may publish, in the official gazette or newspaper, the fact that service by publication has been effected. With regard to service that is to be effected in a foreign state, the Minister of Finance and the competent minister for the business may give a notice of the fact that service by publication has been effected, in lieu of publication in the official gazette or a newspaper.

(Notification of the Conclusion of a Technology Introduction Contract)

Article 5(1)Technology specified by order of the competent ministry as prescribed in Article 5, paragraph (1), item (i) of the Order is the technology listed in Appended Table 2.

(2)A resident who intends to give a notification based on the provisions of Article 5, paragraph (2) of the Order must submit a written notification prepared using Appended Form 9 to the Minister of Finance and the competent minister for the business, via the Bank of Japan.In this case, the provisions of the second sentence of Article 3, paragraph (8) apply mutatis mutandis.

(3)When the Minister of Finance and the competent minister for the business have received copies of a written notification pursuant to the provisions of the preceding paragraph, they are to note to that effect on the copies of the written notification and deliver one copy as a certificate of their receipt of the notification to the person who gave the notification.

(4)A person who intends to give a notice as prescribed in Article 27, paragraph (7) of the Act as applied mutatis mutandis pursuant to Article 30, paragraph (7) of the Act based on the provisions of Article 5, paragraph (9) of the Order must submit a written notice prepared using Appended Form 10 to the Minister of Finance and the competent minister for the business, via the Bank of Japan.In this case, the provisions of the second sentence of Article 3, paragraph (10) apply mutatis mutandis.

Article 6Deleted.

(Report of Inward Direct Investment)

Article 6-2A person who intends to make a report based on the provisions of Article 6-3, paragraph (1) of the Order, in accordance with the categories listed in each of the following items, must submit a written report to the Minister of Finance and the competent minister for the business via the Bank of Japan, using the form specified in the relevant item.In this case, the number of copies of the written report that must be submitted is the number of competent ministers for the business plus one:

(i)acquisition of shares or equity as prescribed in Article 26, paragraph (2), item (i) or item (iii) of the Act and acquisition of investment securities as prescribed in Article 2, paragraph (9), item (ii) of the Order, and the discretionary investment in shares as prescribed in item (iii) of the same paragraph:Appended Form 11;

(ii)transfer of shares or equity as prescribed in Article 26, paragraph (2), item (ii) of the Act:Appended Form 12;

(iii)loans of money as prescribed in Article 26, paragraph (2), item (vi) of the Act:Appended Form 16;

(iv)acquisition of bonds as prescribed in Article 2, paragraph (9), item (i) of the Order:Appended Form 17.

(Report on the Conclusion of a Technology Introduction Contract)

Article 6-3A resident who intends to make a report based on the provisions of Article 6-4, paragraph (1) of the Order must submit a written report prepared using Appended Form 18 to the Minister of Finance and the competent minister for the business, via the Bank of Japan.In this case, the provisions of the second sentence of the preceding Article apply mutatis mutandis.

(Report Based on the Provisions of Article 6-5 of the Order)

Article 7(1)If a person who has given a notification under Article 27, paragraph (1) or Article 28, paragraph (1) of the Act has taken any of the actions listed in the following items, the person, in accordance with the category of the act, must submit a written report prepared using the form specified in the relevant item to the Minister of Finance and the competent minister for the business via the Bank of Japan, within 30 days from the day on which the person took the action.In this case, the number of copies of the written report that must be submitted is the number of competent ministers for the business plus one:

(i)the acquisition of the shares or equity (including investment securities that are issued by a corporation established under a special Act) pertaining to the relevant notification, or discretionary investment in the shares; or the disposition of all or part of the shares or equity after the shares or equity have been acquired or after the discretionary investment in shares has been carried out:Appended Form 19;

(ii)loans of money or the acquisition of bonds pertaining to the relevant notification, or the receipt of a refund or the redemption (including the case where a prepayment or early redemption has been received) of all or part of the principal on the loans or bonds after the loans have been provided or after the bonds have been acquired:Appended Form 20;

(iii)suspension of the establishment of a branch office, etc. pertaining to the relevant notification (excluding suspension resulting from a recommendation or an order to suspend inward direct investment, etc. based on the provisions of Article 27, paragraph (7) or paragraph (10) of the Act) or abolition of the branch office, etc.:Appended Form 22.

(2)If the ratio of the number of shares of a listed company, etc. that a person who has carried out an act listed in Article 3, paragraph (3), item (ix) has come to own on the day following the day on which the person acquired the shares of the listed company, etc. involved in the act to the total number of issued shares of the listed company, etc. comes to be 10% or more, the person must, with regard to the shares of the listed company, etc. that the person has come to own, submit a written report prepared using Appended Form 11 to the Minister of Finance and the competent minister for the business via the Bank of Japan, by the 15th day of the month following the month in which the date of the act falls.In this case, the number of copies of the written report that must be submitted is the number of competent ministers for the business plus one.

(3)If the ratio of the number of shares of a listed company, etc. owned by a person who has submitted a report as prescribed in the preceding paragraph (limited to the case where the acquisition of shares of a listed company, etc. addressed in the report constitutes inward direct investment, etc. listed in the items of Article 3, paragraph (2) of the Order) to the total number of issued shares of the listed company, etc. comes to be less than 10%, the person must, with regard to the status of the person's ownership of the shares of the listed company, etc., submit a written report prepared using Appended Form 19 to the Minister of Finance and the competent minister for the business via the Bank of Japan, within 30 days from the date of the occurrence of the event concerned.In this case, the number of copies of the written report that must be submitted is the number of competent ministers for the business plus one.

(4)The Minister of Finance and the competent minister for the business are to, where they request the submission of a report as prescribed in Article 6-5, paragraph (1) of the Order, in addition to the case where they request the submission of a report in the form of a written report prescribed in the preceding three paragraphs, designate the matters to be reported and notify the persons prescribed in the same paragraph or the relevant persons thereof.

(5)The procedures specified by order of the competent ministry, referred to in Article 6-5, paragraph (2) of the Order, include the location for the relevant person to submit a written report containing the matters designated as prescribed in paragraph (1) of the same Article, the number of copies of the written report for the person to submit, and other procedures specified by the Minister of Finance and the competent minister for the business.

(6)The Minister of Finance and the competent minister for the business are to, when they give notice as prescribed in paragraph (4), give notice of the procedures as prescribed in the preceding paragraph as well.

(Notice on the Shortening of a Period)

Article 8If the Minister of Finance and the competent minister for the business shorten the period during which transactions or acts may not be carried out pursuant to the proviso to Article 27, paragraph (2) of the Act and paragraph (4) of the same Article, the proviso to Article 28, paragraph (2) of the Act and paragraph (4) of the same Article, or the proviso to Article 30, paragraph (2) of the Act and paragraph (4) of the same Article, they are to shorten the period by way of noting the shortened period on the certificate of receipt of the notification as prescribed in Article 3, paragraph (9), Article 4, paragraph (6), or Article 5, paragraph (3) and delivering the certificate of receipt of the notification to the person who gave the notification, or by way of delivering a written notice in which the shortened period is stated to the person who gave the notification.

(Notice of the Rescission of a Recommendation or Order)

Article 9(1)If the Minister of Finance and the competent minister for the business rescind, based on the provisions of Article 27, paragraph (11) of the Act, the whole or a part of a recommendation or order issued to a person who has submitted a notice of the acceptance of the recommendation to change the content of the inward direct investment, etc. pursuant to paragraph (7) of the same Article or a person who has been ordered to change the content of the inward direct investment, etc. pursuant to paragraph (10) of the same Article, they are to rescind the relevant recommendation or order by way of delivering a written notice in which the details of the rescission are stated to the person who has submitted a notice of the acceptance or the person who has been ordered to make the change.

(2)The provisions of the preceding paragraph apply mutatis mutandis to the rescission of the whole or part of a recommendation or order as prescribed in Article 4, paragraph (9) or Article 5, paragraph (7) of the Order based on the provisions of Article 27, paragraph (11) of the Act as applied mutatis mutandis pursuant to Article 28, paragraph (7) or Article 30, paragraph (7) of the Act.

(Identification of Personnel Conducting an On-site Inspection or Questioning)

Article 9-2The identification of personnel who conduct on-site inspection or questioning as prescribed in Article 68, paragraph (2) of the Act (limited to those concerning Chapter V of the Act) is based on Appended Form 23 or the form specified by the Ministry of Finance or the competent minister for the business.

(Delegation of Administrative Affairs)

Article 10(1)Administrative affairs that the Minister of Finance and the competent minister for the business are not precluded from handling based on the proviso to Article 10 of the Order are administrative affairs in connection with the sending of a document stating the content of an order based on the provisions of Article 29, paragraphs (1) through (4) of the Act and administrative affairs in connection with the receipt of notices and reports under the provisions of Article 7, paragraphs (4) through (6).

(2)Administrative Affairs specified by the Minister of Finance and the competent minister for the business as prescribed in Article 10, item (ii) of the Order are the following administrative affairs:

(i)administrative affairs involving noting on a certificate of receipt of the notification, on the day following the date on which two weeks have passed from the date of receipt of a notification as prescribed in Article 27, paragraph (1), Article 28, paragraph (1), or Article 30, paragraph (1) of the Act, to the effect that transactions or acts pertaining to the notification may be carried out from the day; provided, however, that these administrative affairs are excluded where the Minister of Finance and the competent minister for the business have found a need for examination and notified the Bank of Japan that the period will not be shortened;

(ii)beyond the administrative affairs listed in the preceding item, where the Minister of Finance and the competent minister for the business have indicated otherwise, administrative affairs involving noting the shortened period on a certificate of receipt of the notification on the day that they have indicated.

Supplementary Provisions

(1)This Order comes into effect as of the date of enforcement of the Act Partially Amending the Foreign Exchange and Foreign Trade Control Act (Act No. 65 of 1979) (December 1, 1980).

(2)The following Ministerial Orders are hereby abolished:

(i)Regulation for Enforcement of the Act on Foreign Capital (Foreign Investment Commission Rule No. 2 of 1950);

(ii)Order Specifying the Cases of Acquisition of Shares or Equity by Foreign Investors That Are Deemed to Be Investment Activities (Order of the Ministry of Finance, Ministry of Health and Welfare, Ministry of Agriculture, Forestry and Fisheries, Ministry of International Trade and Industry, Ministry of Transport, Ministry of Posts and Telecommunications and Ministry of Construction No. 1 of 1967);

(iii)Order Specifying the Scope of Affairs to Be Handled by the Bank of Japan Pursuant to the Provisions of the Act on Foreign Capital (Order of the Ministry of Finance, Ministry of Health and Welfare, Ministry of Agriculture, Forestry and Fisheries, Ministry of International Trade and Industry, Ministry of Transport, Ministry of Posts and Telecommunications and Ministry of Construction No. 2 of 1967);

(iv)Order on Approval, etc. of Ownership of Shares Pertaining to Foreign Investors in Line with the Reversion of Okinawa (Order of the Ministry of Finance, Ministry of Health and Welfare, Ministry of Agriculture, Forestry and Fisheries, Ministry of International Trade and Industry, Ministry of Transport, Ministry of Posts and Telecommunications and Ministry of Construction No. 2 of 1972).

(3)For transactions or acts pertaining to any application or notification that has been made pursuant to the provisions of Article 10, Article 11, paragraph (1), Article 12, paragraph (1), Article 13, paragraph (1), Article 13-2, or Article 13-3 of the Act on Foreign Capital prior to its abolition by the Act Partially Amending the Foreign Exchange and Foreign Trade Control Act (the Act on Foreign Capital [Act No. 163 of 1950] so abolished is hereinafter referred to as the "former Foreign Capital Act") as of the time of the enforcement of this Order, the Regulation for Enforcement of the Act on Foreign Capital prior to its abolition by this Order (the Regulations for Enforcement of the Act on Foreign Capital so abolished is hereinafter referred to as the "former Regulation for Enforcement"), the Order Specifying the Cases of Acquisition of Shares or Equity by Foreign Investors That Are Deemed to Be Investment Activities, and the Order Specifying the Scope of Affairs to Be Handled by the Bank of Japan Pursuant to the Provisions of the Act on Foreign Capital remain in force even after the enforcement of this Order.

(4)For shares, etc. as prescribed in Article 13-2 of the former Foreign Capital Act or consideration, etc. or the right to consideration, etc. as prescribed in Article 13-3 of the former Foreign Capital Act for which the date of acquisition is prior to the date of enforcement of this Order, the provisions of Article 7, Article 8 and Article 14 of the former Regulation for Enforcement remain in force even after the enforcement of this Order.

(5)A foreign investor prescribed in Article 26, paragraph (1), item (i) or item (ii) of the Act who intends to carry out inward direct investment, etc. subject to a notification given under Article 27, paragraph (1) of the Act (limited to those involving a business equivalent to the whole or part of the business set forth in Article 2, paragraph (6), item (iv) of the Order prior to the amendment by the provisions of Article 22 of the Cabinet Order for Arrangement of Related Cabinet Orders upon Enforcement of the Act Partially Amending the Electricity Business Act, etc. and Transitional Measures (Cabinet Order of 2016; hereinafter referred to as the "Cabinet Order for Arrangement of Related Cabinet Orders" in this paragraph)) on or after the date of enforcement of the Cabinet Order for Arrangement of Related Cabinet Orders may give a notification in accordance with the provisions of Article 27, paragraph (1) of the Act and Article 3, paragraph (7), items (iv) and (v) of this Order, even before the date of enforcement of the Cabinet Order for Arrangement of Related Cabinet Orders.In this case, the notification thus given is deemed to be a notification under Article 27, paragraph (1) of the Act, and the day on which the Minister of Finance and the competent minister for the business receive that notification (or March 2, 2016, if that day is March 1, 2016, or before) is deemed to be the day on which the Minister of Finance and the competent minister for the business receive a notification under the same paragraph.

Supplementary Provisions

This Order comes into effect as of October 1, 1981.

Supplementary Provisions

This Order comes into effect as of the date of enforcement of the provisions of Article 5 of the Act Partially Amending the Act on Measures Accompanying the Accession to the International Monetary Fund and International Bank for Reconstruction and Development for the Purpose of Forming a Harmonized Foreign Economic Relationship (July 1, 1984).

Supplementary Provisions

This Order comes into effect as of July 1, 1985.

Supplementary Provisions

This Order comes into effect as of December 1, 1985.

Supplementary Provisions

This Order comes into effect as of the date of its promulgation.

Supplementary Provisions

This Order comes into effect as of the date of enforcement of the Act Partially Amending the Foreign Exchange and Foreign Trade Control Act (January 1, 1992).

Supplementary Provisions

(Effective Date)

Article 1This Order comes into effect as of the date of its promulgation.

(Transitional Measures)

Article 2Except for what is provided for in paragraph (2) of the following Article, for inward direct investment, etc. pertaining to a notification that has been given prior to the date of enforcement of this Order (hereinafter referred to as the "enforcement date") pursuant to the provisions of Article 27, paragraph (1) of the Foreign Exchange and Foreign Trade Control Act (hereinafter referred to as the "Act") (the inward direct investment, etc. is hereinafter referred to as the "inward direct investment, etc. pertaining to a notification prior to the enforcement date") with regard to which the period during which inward direct investment, etc. may not be made as prescribed in paragraph (2) of the same Article (if the period has been extended pursuant to the provisions of paragraph (3) or paragraph (6) of the same Article, the extended period) has expired prior to the enforcement date, the provisions then in force remain applicable.

(2)For inward direct investment, etc. pertaining to a recommendation as prescribed in Article 27, paragraph (5) of the Act, a notice as prescribed in paragraph (7) of the same Article, or an order as prescribed in paragraph (10) of the same Article that has been given prior to the enforcement date, the provisions then in force remain applicable.

(Transitional Measures Concerning Penal Provisions)

Article 4Prior laws continue to govern the applicability of penal provisions to conduct in which a person engages before this Order comes into effect and to conduct in which a person engages after this Order comes into effect in connection with a transaction or action that continues to be governed by prior laws pursuant to these Supplementary Provisions.

Supplementary Provisions

(Effective Date)

Article 1This Order comes into effect as of the date of enforcement of the Act Partially Amending the Foreign Exchange and Foreign Trade Control Act (April 1, 1998).

(Transitional Measures)

Article 2Except for what is provided for in paragraph (2) of the following Article, for inward direct investment, etc. pertaining to a notification that has been given prior to the date of enforcement of this Order (hereinafter referred to as the "enforcement date") pursuant to the provisions of Article 27, paragraph (1) of the Foreign Exchange and Foreign Trade Control Act prior to its amendment by the Act Partially Amending the Foreign Exchange and Foreign Trade Control Act (the Foreign Exchange and Foreign Trade Control Act prior to its amendment is hereinafter referred to as the "former Act") (the inward direct investment, etc. is hereinafter referred to as the "inward direct investment, etc. pertaining to a notification prior to the enforcement date") with regard to which the period during which inward direct investment, etc. may not be made as prescribed in paragraph (2) of the same Article (where the period has been extended pursuant to the provisions of paragraph (3) or paragraph (6) of the same Article, the extended period) has expired prior to the enforcement date, the provisions then in force remain applicable.

Article 3(1)For inward direct investment, etc. pertaining to a notification prior to the enforcement date with regard to which the period during which inward direct investment, etc. may not be carried out as prescribed in Article 27, paragraph (2) of the former Act has not expired as of the time of the enforcement of this Order, and that falls under the category of inward direct investment, etc. that is to be reported pursuant to the provisions of Article 55-5, paragraph (1) of the Foreign Exchange and Foreign Trade Act after its amendment by the Act Partially Amending the Foreign Exchange and Foreign Trade Control Act (the Foreign Exchange and Foreign Trade Act so amended is hereinafter referred to as the "new Act") due to the relevance to a business type specified by the Minister of Finance and the competent minister for the business pursuant to Article 3, paragraph (3) of the Order on Inward Direct Investment after its amendment by this Order (the Order on Inward Direct Investment so amended is hereinafter referred to as the "new Order") or a country listed in Appended Table 1 as prescribed in paragraph (4) of the same Article, the period may be deemed to have expired on the day preceding the enforcement date, and the foreign investor who has given the notification may carry out the inward direct investment, etc. on or after the enforcement date. In this case, the notification is deemed to be a report that was made pursuant to the provisions of the main clause of the same paragraph on the day on which the inward direct investment, etc. was carried out.

(2)For inward direct investment, etc. pertaining to a recommendation as prescribed in Article 27, paragraph (5) of the former Act, a notice as prescribed in paragraph (7) of the same Article, or an order as prescribed in paragraph (10) of the same Article that has been given prior to the enforcement date, the provisions then in force remain applicable.

Article 4The provisions of Article 3, paragraph (2), items (iii) and (iv) of the new Order apply to consent given in regard to the substantial change of the business purpose of a company as prescribed in Article 26, paragraph (2), item (iv) of the new Act and any substantial change in the type or business purpose of the branch offices, etc. in Japan as prescribed in item (v) of the same paragraph (hereinafter referred to as the "consent given in regard to the substantial change of the business purpose of a company, etc." in this Article), that was given or made after the enforcement date, and with regard to consent given in regard to the substantial change of the business purpose of a company, etc. prior to the same date, the provisions then in force remain applicable.

Article 5With regard to written notices, etc. that are to be prepared using Appended Forms 1 to 22 inclusive of this Order, Appended Forms 8 to 15 inclusive, Appended Form 17, Appended Form 18, Appended Forms 1 to 7 inclusive, Appended Form 16, and Appended Forms 19 to 22 inclusive from prior to their amendment by this Order may be corrected accordingly and used as written notices until otherwise provided for by law.

(Transitional Measures Concerning Penal Provisions)

Article 6Prior laws continue to govern the applicability of penal provisions to acts committed before the enforcement of this Order and to acts committed after the enforcement of this Order pertaining to the matters to which the provisions then in force remain in effect.

Supplementary Provisions

(Effective Date)

Article 1This Order comes into effect as of the date of its promulgation; provided, however, that the amended provisions that add item 159 to Appended Table 1 come into force as of the day on which the Agreement Between the Government of Japan and the Government of the Russian Federation Concerning the Promotion and Protection of Investments takes effect (May 27, 2000).

(Transitional Measures)

Article 2Except for what is provided for in paragraph (2) of the following Article, for inward direct investment, etc. pertaining to a notification that has been given prior to the date of enforcement of this Order (hereinafter referred to as the "enforcement date") pursuant to the provisions of Article 27, paragraph (1) of the Foreign Exchange and Foreign Trade Act (hereinafter referred to as the "Act") (the inward direct investment, etc. is hereinafter referred to as the "inward direct investment, etc. pertaining to a notification prior to the enforcement date") with regard to which the period during which inward direct investment, etc. may not be carried out as prescribed in paragraph (2) of the same Article (where the period has been extended pursuant to the provisions of paragraph (3) or paragraph (6) of the same Article, the extended period) has expired prior to the enforcement date, the provisions then in force remain applicable.

(2)For inward direct investment, etc. pertaining to a recommendation as prescribed in Article 27, paragraph (5) of the Act, a notice as prescribed in paragraph (7) of the same Article, or an order prescribed in paragraph (10) of the same Article that has been given prior to the enforcement date, the provisions then in force remain applicable.

(Transitional Measures Concerning Penal Provisions)

Article 4Prior laws continue to govern the applicability of penal provisions to conduct in which a person engages before this Order comes into effect, and also continue to govern the applicability of penal provisions to conduct in which a person engages after this Order comes into effect in connection with a matter that continues to be governed by prior laws pursuant to the Supplementary Provisions.

Supplementary Provisions

(1)This Order comes into effect as of the date of enforcement of the Act Partially Amending the Cabinet Act (Act No. 88 of 1999) (January 6, 2001).

(2)With regard to written notices that are to be prepared using Appended Forms 1 to 7 inclusive and Appended Form 9 of this Order, Appended Forms 1 to 7 inclusive and Appended Form 9 from prior to their amendment by this Order may be corrected accordingly and used as written notices until otherwise provided for by law.

Supplementary Provisions

This Order comes into effect as of the date of its promulgation.

Supplementary Provisions

This Order comes into effect as of the date of its promulgation.

Supplementary Provisions

(Effective Date)

Article 1This Order comes into effect as of the date of its promulgation.

(Transitional Measures)

Article 2Except for what is provided for in paragraph (2) of the following Article, for inward direct investment, etc. pertaining to a notification that has been given prior to the date of enforcement of this Order (hereinafter referred to as the "enforcement date") pursuant to the provisions of Article 27, paragraph (1) of the Foreign Exchange and Foreign Trade Act (hereinafter referred to as the "Act") (the inward direct investment, etc. is hereinafter referred to as the "inward direct investment, etc. pertaining to a notification prior to the enforcement date") with regard to which the period during which inward direct investment, etc. may not be carried out as prescribed in paragraph (2) of the same Article (where the period has been extended pursuant to the provisions of paragraph (3) or paragraph (6) of the same Article, the extended period) has expired prior to the enforcement date, the provisions then in force remain applicable.

(Transitional Measures Concerning Penal Provisions)

Supplementary Provisions

(1)This Order comes into effect as of April 1, 2002.

(2)With regard to written notices, etc. that are to be prepared using Appended Form 7 and Appended Form 17 of this Order, Appended Form 7 and Appended Form 17 from prior to their amendment by this Order may be corrected accordingly and used as written notices until otherwise provided for by law.

Supplementary Provisions

This Order comes into effect as of October 1, 2002.

Supplementary Provisions

(Effective Date)

Article 1This Order comes into for as of April 1, 2003; provided, however, that the part of the provisions amending Appended Form 7 and Appended Form 17 that amends "convertible bonds and bonds with preemptive rights" to "bonds with share options, etc." comes into effect as of January 1, 2005.

(Transitional Measures)

Article 2With regard to written notices, etc. that are to be prepared using Appended Forms 1 through 3, Appended Forms 6 and 7, Appended Form 9, Appended Forms 11 through 13, Appended Forms 16 through 18, and Appended Form 20 after their amendment by this Order, Appended Forms from prior to their amendment by this Order may be corrected accordingly and used as written notices until otherwise provided for by law.

Supplementary Provisions

This Order comes into effect as of April 1, 2004.

Supplementary Provisions

This Order comes into effect as of the date of enforcement of the Companies Act (May 1, 2006).

Supplementary Provisions

This Order comes into effect as of the date of enforcement of the Act Partially Amending the Securities and Exchange Act.

Supplementary Provisions

(Effective Date)

Article 1This Order comes into effect as of September 28, 2007.

Supplementary Provisions

(Effective Date)

Article 1This Order comes into effect as of June 23, 2009; provided, however, that the provisions of Article 3 of the Supplementary Provisions come into effect as of the date of promulgation.

(Transitional Measures)

Article 2Except for what is provided for in the following Article, the provisions of the Order on Inward Direct Investment as amended (hereinafter referred to as the "new Order") apply to inward direct investment, etc. prescribed in Article 26, paragraph (2) of the Foreign Exchange and Foreign Trade Act which is made on or after the date of enforcement of this Order (hereinafter referred to as the "enforcement date" in this Article) and to which a notification under the provisions of Article 27, paragraph (1) of the same Act and a report under the provisions of Article 55-5, paragraph (1) of the same Act pertain, and to any act listed in the items of Article 7, paragraph (1) of the new Order which is made on or after the enforcement data and to which a report under the provisions of Article 6-5, paragraph (2) of the Cabinet Order on Inward Direct Investment (hereinafter referred to as the "Order" in this Article) pertains, and with regard to the relevant inward direct investment, etc. which has been made before the enforcement date and any act listed in the items of Article 7, paragraph (1) of the Order on Inward Direct Investment prior to the amendment (referred to as the "former Order" in Article 4 of the Supplementary Provisions) which has been made before the enforcement date and to which a report under the provisions of Article 6-5, paragraph (2) of the Order pertains, the provisions then in force remain applicable.

Article 3When a notification is to be given under the provisions of Article 3, paragraph (1) of the Supplementary Provisions of the Cabinet Order Partially Amending the Cabinet Order on Inward Direct Investment (Cabinet Order No. 146 of 2009), matters concerning the relevant notification are as provided in the new Order.

Article 4With regard to written notifications that are to be prepared using Appended Forms 4 and 5 of the new Order, Appended Forms 4 and 5 of the former Order may be corrected accordingly and used as written notifications until otherwise provided for by law.

Article 5Prior laws continue to govern the applicability of penal provisions to acts committed before the enforcement of this Order and to acts committed after the enforcement of this Order comes into effect that is to continue to be governed pursuant to the provisions of Article 2 of the Supplementary Provisions.

Supplementary Provisions

(Effective Date)

Article 1This Order comes into effect as of April 1, 2010; provided, however, that the provisions of Article 2 come into effect as of the date of promulgation.

(Transitional Measures)

Article 2With regard to written notifications that are to be prepared using Appended Forms 1, 2, 6, and 7 of the Order on Inward Direct Investment as amended by this Order, Appended Forms 1, 2, 6, and 7 of the Order on Inward Direct Investment prior to the amendment by this Order may be corrected accordingly and used as written notifications until otherwise provided for by law.

Supplementary Provisions

(Effective Date)

Article 1This Order comes into effect as of the date of promulgation.

(Transitional Measures)

Article 2The provisions of this Order apply to inward direct investment, etc. prescribed in Article 26, paragraph (2) of the Foreign Exchange and Foreign Trade Act which is made on or after the date of enforcement of this Order, and with regard to such inward direct investment, etc. which has been made before the same date, the provisions then in force remain applicable.

Article 3Prior laws continue to govern the applicability of penal provisions to conduct in which a person engages before this Order comes into effect, and also continue to govern the applicability of penal provisions to conduct which a person engages after this Order comes into effect in connection with a matter that continues to be governed by prior laws pursuant to these Supplementary Provisions.

Article 4With regard to written notifications that are to be prepared using Appended Forms 1 and 2 as amended by this Order, Appended Forms 1 and 2 prior to the amendment by this Order may be corrected accordingly and used as written notifications until otherwise provided for by law.

Supplementary Provisions

(Effective Date)

Article 1This Order comes into effect as of the date of promulgation.

(Transitional Measures)

Article 2With regard to inward direct investment, etc. prescribed in Article 26, paragraph (2) of the Foreign Exchange and Foreign Trade Act which has been made on or before the date of enforcement of this Order, the provisions then in force remain applicable.

Article 4With regard to reports that are to be prepared using Appended Forms 11 and 19 as amended by this Order, Appended Forms 11 and 19 prior to the amendment by this Order may be corrected accordingly and used as written notifications until otherwise provided for by law.

Appended Table 1 (Re: Art. 3)

1 Iceland

2 Ireland

3 United States of America

4 United Arab Emirates

5 Algeria

6 Argentina

7 Albania

7-2 Armenia

8 Angola

9 Antigua and Barbuda

10 Israel

11 Italy

12 Iran

13 India

14 Indonesia

15 Uganda

15-2 Ukraine

16 Uruguay

17 United Kingdom

18 Ecuador

19 Egypt

20 Estonia

21 Ethiopia

22 El Salvador

23 Australia

24 Austria

25 Oman

26 Netherlands

27 Ghana

28 Guyana

29 Qatar

30 Canada

31 Gabon

32 Cameroon

33 Gambia

34 Cambodia

35 Guinea

36 Guinea-Bissau

37 Cyprus

38 Cuba

39 Greece

40 Kyrgyzstan

41 Guatemala

42 Kuwait

43 Deleted

44 Grenada

45 Croatia

46 Kenya

47 Cote d'Ivoire

48 Costa Rica

49 Colombia

50 Republic of Congo

51 Democratic Republic of Congo

52 Saudi Arabia

53 Samoa

54 Zambia

55 Sierra Leone

56 Djibouti

57 Jamaica

57-2 Georgia

58 Syria

59 Singapore

60 Zimbabwe

61 Switzerland

62 Sweden

63 Sudan

64 Spain

65 Suriname

66 Sri Lanka

67 Slovakia

68 Slovenia

69 Swaziland

70 Senegal

71 St. Christopher and Nevis

72 St. Vincent

73 St. Lucia

74 Solomon

75 Thailand

76 Republic of Korea

77 Taiwan

78 Tanzania

79 Czech Republic

80 Chad

81 Central Africa

82 People's Republic of China

83 Tunisia

84 Chile

85 Denmark

86 Germany

87 Togo

88 Dominica

89 Dominican Republic

90 Trinidad and Tobago

91 Turkey

91-2 Tonga

92 Nigeria

93 Nauru

94 Namibia

95 Nicaragua

96 Niger

97 New Zealand

98 Nepal

99 Norway

100 Bahrain

101 Haiti

102 Pakistan

103 Panama

104 Vanuatu

105 Bahamas

106 Papua New Guinea

107 Paraguay

108 Barbados

109 Hungary

110 Bangladesh

111 Fiji

112 Philippines

113 Finland

114 Bhutan

115 Brazil

116 France

117 Bulgaria

118 Burkina Faso

119 Brunei

120 Burundi

121 Vietnam

122 Benin

123 Venezuela

124 Belize

125 Peru

126 Belgium

127 Poland

128 Botswana

129 Bolivia

130 Portugal

131 Hong Kong

132 Honduras

133 Marshall

134 Macau

135 Former Yugoslav Republic of Macedonia

136 Madagascar

137 Malawi

138 Mali

139 Malta

140 Malaysia

141 Micronesia

142 Republic of South Africa

143 Myanmar

144 Mexico

145 Mauritius

146 Mauritania

147 Mozambique

148 Monaco

149 Maldives

150 Moldova

151 Morocco

152 Mongolia

153 Jordan

154 Laos

155 Latvia

156 Lithuania

157 Liechtenstein

158 Romania

159 Luxembourg

160 Rwanda

161 Lesotho

162 Lebanon

163 Russia

Appended Table 2 (Re: Art. 5)

	Technology
(1)	Aircraft technology that falls under any of the following categories
	(a) Technology related to the design, manufacture, or use of aircraft
	(b) Technology related to the design, manufacture, or use of any aircraft parts or auxiliary equipment
(2)	Weapons technology that falls under any of the following categories
	(a) Technology related to the design, manufacture, or use of weapons
	(b) Technology related to the design, manufacture, or use of any weapons parts or accessories
	(c) Technology related to the manufacture of electronic equipment for military use
(3)	Explosives manufacturing technology
(4)	Nuclear power technology that falls under any of the following categories
	(a) Technology related to the design, manufacture, or use of nuclear reactors (including nuclear fusion reactors; the same applies hereinafter) or their parts, auxiliary equipment, components, nuclear turbines, or nuclear power generators
	(b) Technology related to the design, manufacture, use, or reprocessing of nuclear fuel, or technology related to the design or manufacture of equipment used therefor
	(c) Technology related to the design, manufacture, or use of radiation generators, technology related to the use or processing of radioactive substances, or technology related to the design or manufacture of equipment used therefor
	(d) Technology related to the use of nuclear reactions by means other than nuclear reactors
(5)	Space development technology that falls under any of the following categories
	(a) Technology related to the design, manufacture, or use of spacecraft (excluding meteorological sounding rockets; the same applies hereinafter) or equipment specially designed for the launching, guidance control, tracking, or use of spacecraft, or the parts, auxiliary equipment, or materials thereof
	(b) Technology related to the design, manufacture, or use of test equipment specially designed for the development of spacecraft or the parts, auxiliary equipment, or materials thereof
	(c) Technology related to the design, manufacture or use of the thrust source of spacecraft