Japan FSA investment advisory license (Investment advice and agency industry) Application Registration Guide

Japan FSA investment advisory license (Investment advice and agency industry) Application Registration Guide

Investment advice and agency business registration regulated by the Financial Instruments and Exchange Act

The Japanese investment advice and agency industry is regulated by the Japan Financial Services Agency and local financial bureaus in accordance with the Financial Instruments and Exchange Act.。Applicants need to determine investment recommendations based on actual services、acting、Business boundaries such as fund sales or discretionary management,and prepare local entities、Business margin、managers、Internal Procedures and Customer Protection Arrangements。Is it possible to use the FMEO English support channel?,and specific personnel and financial requirements.,Please confirm according to the official guidelines at the time of application。Hong Kong Huitong can assist in company establishment、Application materials and regulatory communication preparation,However, there is no guarantee of registration time or results.。

Release time:Content has been reviewed
Lin Zonghan
Lin Zonghan Core Compliance Team
Served:Tokyo Multinational Financial Consulting Company & Asia Pacific Licensed Institution
permanent residence:Japan/Hong Kong Experience:9 Year
Expertise in compliance areas:Japanese FTS/MLA license、Japan FSA Compliance、Cross-border risk control。
personal note:Lin Zonghan-led the Japanese fund transfer FTS license、Implementation of Japanese Money Lending License (MLA)。Familiar with local regulatory red lines,Specialized in providing compliance guidance for cross-border payment and small loan platforms in the Asia-Pacific region。
Familiar with the regulatory application process
Professional compliance team
Standardized compliance process
Multi-jurisdictional services

1. [Statutory Classification and Regulatory Dividends] of Japan’s “Investment Assistance and Agency Industry”

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Core investment advisory business

Based on investment advisory contract,Providing substantive advice on "value of securities" or "value analysis of financial instruments"。According to the law, there is no right to execute investments and make decisions on financial management on behalf of clients.。

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Agents and Media (intermediary) business

Allowed as an independent intermediary,Between overseas parent companies or asset management platforms and Japanese local customers,Legal agent or media signs "investment contract"。

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Zero capital threshold and organizational exemption

There are no minimum capital and net asset bottom line requirements according to law。It is not mandatory to establish a board of directors or assign supervisors and other complex corporate governance institutions.,Very low entry and maintenance costs。

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FMEO full English access channel

FSA opens Financial Markets Access Office (FMEO)。Affiliated institutions with similar overseas licensing experience,Prior consultation can be conducted in English throughout the process in accordance with the law.、Case file submission and daily regulatory inquiries。

2. [Explanation of regulatory standards] before applying for a Japanese investment advisory license

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The consultation period is not a commitment to be approved

The Japan Financial Services Agency guide states that,Pre-consultation takes approximately 3 to 4 months on average,However, due to business complexity、Significant changes due to material quality and program changes。

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Define the business scope first

Merely providing investment advice and making final investment decisions on behalf of clients are different regulated activities.;If raised at the same time、Sales of Fund Shares,It may also involve the first or second financial commodity trading industry。

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Foreign investment application support

Foreign-funded institutions can consult the Financial Market Access Office (FMEO) for English support,But formal application materials、Staffing and Japanese business locations must still meet applicable laws and competent financial bureau requirements。

3. [Statutory capital and fee requirements] for Japanese investment advisory licenses

Review feature categories Legal standards and practical payment amounts
Legal capital and net assets No mandatory minimum (0 Yen requirements)。Significantly different from what must be maintained in the investment and utilization industry 5,000 Bottom line of net worth of 10,000 yen。
Business margin (Escrow deposit) The full amount must be paid to the Japanese Legal Affairs Bureau in accordance with the law. 5,000,000 Japanese yuan (500Ten thousand yuan) A business deposit as a prerequisite for business development。
Government registration license tax When submitting a formal registration application,must be paid to the tax office 150,000 Japanese yuan (15Ten thousand yuan) Registration fee。(Note:If you are a financial intermediary, it is 90,000 yen)。

4. [Corporate governance and qualifications under the FSA (Fit & Proper) Review standards]

Physical essence and representative in Japan:Must have a physically independent and exclusive business office in Japan,Virtual offices and shared workstations are strictly prohibited。If it is a foreign legal person,Must appoint at least one permanent representative with a Japanese address。

Executive Compliance Bottom Line:Operators and managing directors must fully understand the Financial Services Law and internal governance requirements,No license suspension or criminal conviction within five years,Absolutely no connection with violent gangs (gangsters)。

Investment advice business staff:Personnel with knowledge and experience in value analysis of securities or financial instruments must be deployed。FSA by business size、Substantive review of complexity and segregation of responsibilities,Official guidelines do not set a uniform minimum age of "more than one year"。

Compliance function:Must be performed by personnel with adequate legal and compliance knowledge,and establish a system that can identify、Control arrangements for monitoring and handling conflicts of interest and non-compliance risks;Whether the two positions can be held concurrently must be assessed based on the size of the organization and the conflict of responsibilities.。

5. [Statutory Registration Document Review Checklist] submitted to the Finance Bureau and FMEO

File category Submission details of statutory requirements and interpretation of regulatory key points
Basic corporate and senior management due diligence Company Articles of Association and Certificate of Registration Matters。Resumes of all senior executives and key employees、Resident certificate (overseas residents can substitute a sworn statement)、No bankruptcy certificate and personal compliance oath。
Business Operation and Prevention of Conflicts of Interest Registration application form、Business content and method instructions。Description of business execution system (with detailed organizational and personnel structure chart)、Seat allocation plan to demonstrate physical distancing)。Description of the status of specific related parties (parent and subsidiary)。
Financial and Internal Control Documents The latest balance sheet and income statement (including income and expenditure forecast for the previous two years)。If you do not join an industry association,A draft of the "Internal Corporate Rules" that is equivalent to JIAA must be submitted in accordance with the law.。

6. [Statutory Application and FSA Preliminary Procedures] for Japanese Investment Advisory License

first stage:Prior consultation and outline review (official guidance says an average of about 3–4 months)

Submit Summary Letter with local finance bureau or FMEO。Regulators go through multiple rounds of interviews,Substantive pre-trial business model、Personnel isolation and internal control system。

second stage:Formal application and fee payment

After prior consultation and confirmation,Formally submit a large number of application documents and pay to the tax bureau 15 Ten thousand yen registration is exempt from tax (foreign investors who meet the conditions can use English throughout the process)。

The third stage:Legal standards review (legal 2 months)

The legal standard review processing time for new registrations is 2 months。This cycle does not include time-consuming requests from regulatory agencies to supplement or modify materials.。

Stage 4:Implement association or other complaints and dispute resolution measures

After receiving the registration notice,Apply to join the Japan Investment Advisory Industry Association (JIAA),and complete statutory financial alternative dispute resolution (ADR / FINMAC) Mechanism docking。

The fifth stage:Deposit a business deposit and start business after completing business development conditions

Deposit with Legal Affairs Bureau 500 Ten thousand yen business deposit。All qualification reports and internal controls have been completed,Only institutions can sign investment advisory contracts in accordance with the law.。

7. realist regulation、Dispute Resolution and [Legal Compliance Red Line]

Strictly prohibit red lines in financial management services on behalf of clients:Investment advice license is limited to providing advice。If investment execution authorization (discretionary authorization) is obtained from the client,That is a serious transgression,Must apply for an "investment and utilization industry" license with extremely high threshold。

Substantive audit without joining the association:If you do not join a self-regulatory organization such as JIAA,Internal regulations must be formulated with equivalent force。In practice,Businesses that are not members will face the FSA’s more stringent compliance system regular inspections and written audits。

False advertising and document delivery penalties:It is strictly prohibited to use misleading words such as "sure to make money" in advertisements。Failure to issue the "written document delivered before contract conclusion" to the customer in accordance with the law,Will face severe official business improvement and suspension penalties。

No regular renewal but facing revocation at any time:There is no fixed validity period for Japanese Goldsmiths’ Law License。But the FSA implements "realism" to continue supervision。Executives who commit violations or “failure to ensure adequate performance of their business” will have their licenses revoked.。

8. [Follow-up fees and applicability check] for Japanese investment advisory license

project Check the key points
Associations and Dispute Resolution Applicable complaint handling and dispute resolution measures must be implemented before business operations。Joining an industry association is not the only general path described on this page;When choosing an association, you should directly check its latest membership conditions and fees.。
local support program The foreign financial enterprise support plan of Tokyo Metropolitan Government and other institutions will be implemented on an annual basis.、Applicant and fee category set conditions,70% or 20 million yen should not be written as a statutory subsidy available to all applicants。
Fund preparation exceptions Fund registration systems such as QII target specific collective investment schemes and their participant structures,Not a general exemption for providing investment advice to Japanese clients;Must be judged separately according to actual activities。

9. Hong Kong Huitong's legal agency service for the entire Japanese investment advisory license case

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Physical establishment and physical office implementation

Apply for Japan Co., Ltd. (KK) register。Provide legal physical office space with exclusive independent access control,Match representatives and compliance officers in Japan who meet the FSA’s eligibility review in accordance with the law。

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Compilation of core legal documents and procedures

Write "Registration Applicant Summary Letter"。Compilation includes customer isolation、"Business Method Book" and Compliance Risk Control Procedures for Conflict of Interest Prevention,Physical isolation structure of planning department (seating map)。

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FMEO consultation and application communication

Assist in preparing advance consultation materials、Application documents and written responses,And connect the business margin according to actual needs、Complaint handling and dispute resolution arrangements。

10. Japanese investment advice and agency industry license core legal questions and answers (FAQ)

category:What are the statutory categories of asset management licenses? How should I plan my application?+

divided into:The First/Second Financial Business Law Industry、Investment and application industry、Investment advice and agency industry。If only investment advice is provided based on analysis of the value of securities,Do not manage finances on behalf of customers or touch funds,Just apply for "Investment Assistance and Agency Industry"。

funds:What are the statutory registered capital and margin requirements for applying for an investment advisory license?+

The law does not stipulate minimum capital and net assets。However, it must be paid to the tax bureau according to law 15 Registration tax of 10,000 yen,and deposit it with the Legal Affairs Bureau before business commences. 500 A business deposit of 10,000 yen is required to legally start a business.。

entity:Can I just register an overseas shell company and implement remote working for all employees?+

Absolutely prohibited。Must establish a physically independent and exclusive actual business office in Japan (virtual or shared offices are strictly prohibited)。Foreign legal persons must designate a permanent representative with a Japanese domicile in accordance with the law。

personnel:What are the “qualification” experience standards for investment advisory specialists and compliance officers?+

Business personnel with experience in securities or financial product analysis must be deployed,and personnel with adequate knowledge of legal compliance。FSA conducts substantive review based on business content and division of responsibilities,Official guidelines do not specify a uniform one-year minimum resume。

concurrently:Can the sales person and compliance person be legally held concurrently by the same person?+

Concurrent positions are strictly prohibited。In principle, the compliance officer must maintain absolute independence from the sales and investment departments in terms of organizational structure.。Even if the business is small,It is also necessary to ensure that the personnel structure can conduct independent compliance reviews to prevent conflicts of interest.。

language:Can foreign-funded institutions submit applications and accept supervision in English?+

It is possible if special conditions are met。If you already have similar licensing experience overseas,Available through the Financial Markets Access Office (FMEO)”Enjoy pre-consultation in English、Continuous supervision after case file submission and licensing,No need for Japanese translation。

cycle:What is the legal time limit for prior consultation and formal review?+

The first phase of the pre-trial interview usually requires 3 to 4 months。After the formal submission of the application in the second stage,The statutory processing period for new registrations is 2 Months (absolutely not including the time spent on correcting materials)。The total cycle is conservatively estimated to be more than half a year。

material:What core examination dossiers are required when submitting a license application to the FSA?+

A "Business Method Statement" must be submitted、Description of organization and business execution system、Executive No-Bankruptcy Affidavit、Latest balance sheet and income statement,and office floor plans and seating plans demonstrating physical independence。

association:Is it mandatory to join an industry association? What are the legal consequences of not joining?+

Not legally required to join。But if you don’t join associations such as JIAA,Applicants must formulate "internal rules" that are equivalent to the association's articles of association。In practice, those who are not members will face extremely stringent compliance audits by the FSA.,The vast majority of businesses choose to join the membership。

Renew license:Does the license have an expiration date? What ongoing compliance obligations are required?+

Once the license is approved, it has no fixed validity period.,No regular license renewal required。But the FSA implements "realism" to review at any time,False advertising occurs、Documents are not delivered in accordance with the law or there is a lack of awareness of compliance,Face business suspension and revocation penalties at any time。

exemption:Can QII fund registration replace investment advice and agency industry registration?+

cannot be generalized。Fund registration systems such as QII are applicable to specific collective investment plans,Not a general exemption for providing investment advice to Japanese clients。Must be based on customer、contract、Whether to receive remuneration and whether to make investment decisions on behalf of clients are judged separately.。

subsidy:Can foreign-funded institutions apply for statutory financial support and subsidies when they land in Japan?+

Some central or local agencies will provide support plans for foreign financial enterprises from time to time.,But qualifications、Quotable expenses、The ratio and upper limit will change。Please check the current official fundraising rules before applying.,Subsidies should not be included in the inevitable sources of funding。

11. Official supervision and application information

official information Main purpose Link
Japan investment advisory and investment management business guide Check investment advisory business type、Registration and application requirements Japan
Registration Procedure Check prior consultation、15Registration license tax of 10,000 yen、500Ten thousand yen business deposit and personnel review Japan:Financial instrument trading industry registration procedures (English)

12. Relevant regulations、Regulatory information and further reading

Data category Related information
Licensing and regulatory authorities
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