1. [Statutory Classification and Business Permissions] of Japan’s “Investment and Utilization Industry” License
Conventional investment and operation industry license
A complete asset management license with no restrictions on customer attributes or asset size。Legally permitted to exercise full investment decision-making power and manage client assets based on an investment contract。
Qualified Investor Special License
The customer base is limited to "qualified investors" (Professional Investors) and the total management scale is ≤ 20 billion yen。The legal threshold has been significantly lowered，And it comes with the privilege of fund private placement sales "as the second financial product trading industry"。
Investment advice and agency industry (IAA)
Only investment advice is provided，Has no independent investment decision-making power and does not touch client funds。The legal capital threshold is extremely low (only deposits are required) 500 10,000 yen business deposit)，It is a common springboard for foreign investment to establish sales channels.。
Exemption from license：Special case business registration
If the fund is only open to QII (Qualified Institutional Investors) and less than 49 specific investors，Or the proportion of overseas investment exceeds 50%，Legally only a prior filing with the FSA is required (Notification)，Complete exemption from application for asset management license。
2. 2023-2025Year Japanese Asset Management [Industry Approval Cases and New Statutory Supervision Regulations]
Foreign investment approval cases：Algebris / Tithe
Algebris has obtained investment operation and advisory licenses in accordance with the law。Pan-European institution Tikehau Capital was approved for the "Second Financial Products Trading Industry" and assistant license，All received financial subsidies for settlement in Tokyo in accordance with the law.。
Local technology/Chinese investment cases：FOLIO / Gaw Capital
FOLIO, a local financial company, holds the first full license for financial merchants and investment applications。Gaw Capital and many other institutions with Hong Kong background，Collectively approved investment advice and agency industry through FMEO channel (IAA) license。
2025New policies on outsourcing and decentralization in May
Amendments to the Financial Instruments and Exchange Act come into effect：Legal affairs are permitted by law、Full outsourcing of middle and back-office operations such as compliance and NAV calculations；Allows legal authorization of discretionary investment authority to other licensed asset management institutions at home and abroad。
FMEO full English access channel
FSA’s dedicated Financial Markets Access Office。Affiliated asset management institutions with overseas licensing experience are allowed，Prior consultation will be conducted in English throughout the process、Submit registration files and respond to daily regulatory inspections。
3. [Statutory capital requirements and financial standards] for Japanese fund management licenses
| Statutory license type | Business permissions and applicable objects | Legal minimum capital and net worth bottom line |
|---|---|---|
| Conventional investment and application industry | A full asset management license with no restrictions on customer base or scale。 | Both capital and net assets must reach 5,000 Ten thousand yuan。 |
| Regular license (specific exemptions) | Never directly receive/keep client funds，and not entrusted to related parties。 | requirements reduced to 1,000 Ten thousand yuan。 |
| For qualified investors Investment and application industry |
Only services for "qualified investors"，Total assets under management (AUM) must be in 200 Below 100 million yen。 | The capital and net assets bottom lines were relaxed to 1,000 Ten thousand yuan。 |
Interpretation of official review rules：FSA implements "realism" continuous supervision。Capital and net assets are not only application thresholds，It is the bottom line that must be maintained at all times after registration.。Once the actual net assets fall below the legal lower limit，Institutions will immediately face administrative penalties of suspending operations or canceling registration.。When applying, you must provide the final accounting report for the most recent year and the income and expenditure plan for the next three years.。
4. [Corporate governance and fit and proper persons under the FSA (Fit & Proper) standard】
Local content and physical office：The applicant must be a Japanese company，And must have a physically independent business location in Japan (the use of virtual or shared offices is strictly prohibited)。Foreign legal persons must appoint a permanent representative in Japan。
Board structure differences：Regular licenses must establish a board of directors and configure supervisors (or audit committees)。If you apply for "Investment Application Industry for Qualified Investors"，are exempted from establishing a board of directors in accordance with the law，Just retain the supervisors。
Absolute independence in compliance (firewall)：The compliance department must remain completely independent from the asset management and sales departments。Special license allows compliance services to be outsourced to external professional lawyers, etc.，However, there must be personnel within the company who can supervise the outsourced party。
Qualification of senior executives and business personnel：The managing director must have practical experience in implementing compliance and risk control；The person responsible for asset utilization must have at least 1 More than 10 years of investment experience。Executives and employees in the past 5 No statutory administrative/criminal penalties were imposed during the year，No gangster background。
5. [Statutory File Review Checklist] submitted to the Finance Bureau and FSA
| File category | Submission details of statutory requirements and interpretation of regulatory key points |
|---|---|
| Basic corporate and senior management due diligence | Articles of Association。Resumes of directors, supervisors and key employees、Resident certificate (foreigners must provide an equivalent affidavit)、No bankruptcy certificate and personal oath。Description of major shareholders (shareholding ≥20%) and specific related parties。 |
| Business operations and financial planning | "Registration Applicant Summary"。The latest financial statements、Net assets calculation and income and expenditure plan for the next three years。Copy of outsourcing business contract (if any)。 |
| Internal Control Manual and Compliance Certification | Business method book (including compliance and risk control procedures)。Description of business execution system (organizational structure and personnel division of labor)。Office floor plan and proof of independence (seating plan)。If you do not join an industry association, you must submit internal business regulations of equal validity.。 |
6. [Statutory Application and FSA Approval Procedures] for Japanese Asset Management License
first stage：Preliminary consultation and interview (about 3-4 months)
Contact your local finance office or FMEO，Submit "Registration Applicant Summary Form"。Confirm business model through interviews、Compliance Structure and Personnel Biographies，Complete regulatory substantive pre-review。
second stage：Submit formal registration and payment
After pre-examination and confirmation，Formally submit complicated legal application documents and pay 15 10,000 yen registration tax exemption。Foreign-funded institutions that meet the requirements can use English throughout the process (FMEO channel)。
The third stage：Legal standards review (legal 2 months)
Entering the statutory review period。The standard processing time for new registrations is 2 months，Change registration to 1 Months (excluding time spent correcting and modifying materials)。
Stage 4：Issuing registration notice and joining the association (about 1-2 months)
After passing the review, a registration completion notification will be issued.。Apply to join the Japan Investment Advisory Industry Association in accordance with the law (JIAA) self-regulatory organizations，and access statutory ADR (financial dispute resolution) mechanism。
The fifth stage：Officially approved for business development (The total cycle is approx. 6-12 months)
Complete various qualification reports and internal compliance implementation，Only after the institution can formally carry out compliance fund-raising and asset management business。
7. [Official fees and comprehensive budget] for Japanese investment and operation licenses
| Funding and Expense Categories | Statutory fee standards and subsidy standards (JPY) |
|---|---|
| Government statutory registration license tax exemption | When submitting a formal registration application，A one-time payment must be made to the tax bureau of the jurisdiction 150,000 Japanese yuan(about 15 10,000 yuan)。 |
| Industry associations (SRO) fees | to join the Investment Advisory Industry Association (JIAA) For example：Entrance fee 1,000,000 Japanese yuan。The annual fee is paid in accordance with the law and is based on the proportion of operating income.，lower limit 40 Ten thousand yuan，upper limit 800 Ten thousand yuan。 |
| IAA license specific business deposit | If you only apply for "Investment Assistance·Agency Business" (IAA)”，Must be deposited with the Legal Affairs Bureau according to law 5,000,000 Japanese yuan (500Ten thousand yuan) Business margin。 |
| FSA and local government subsidy bonus | Qualified foreign-invested institutions can apply for financial subsidies from Tokyo Metropolitan Government and FSA，Reimbursement of office rent during the initial period of establishment、HR recruitment and legal compliance agency fees，up to 70% (up to 2,000 Ten thousand yuan）。 |
8. Hong Kong Huitong's legal agency service for the entire Japanese asset management license case
KK corporate establishment and physical office implementation
Apply for Japan Co., Ltd. (KK) register。Provide legal independent physical office space，Legally matched resident directors and local compliance officers who meet the FSA’s suitability review。
Compilation of core legal documents and internal control procedures
Writing the "Summary Letter for Registration Applicants" and the future 3 annual income and expenditure plan。Preparation includes customer asset segregation、"Business Method Book" and Compliance Manual for Conflict of Interest Prevention and Risk Control Management。
FMEO interview coaching and defense in English
Coaching executives to participate in FSA interview pre-qualification。Fully authorized FMEO full English channel case file submission and written inquiry defense，Assist with JIAA industry association membership and government subsidy applications。
9. Questions and Answers on Core Legal Affairs of Japanese Fund Management License (FAQ)
divided into：Investment utilization industry (full authority to manage funds)、Investment advice industry (only providing investment advice，lowest threshold)、First/second type of financial law practice (involving the sale and solicitation of securities or fund shares)。Judgment based on access to funds and decision-making power。
The legal floor for regular license plates is 5,000 Ten thousand yuan。If you apply for "Investment utilization industry for qualified investors (management scale ≤ 20 billion yen)"，The minimum capital and net asset thresholds are relaxed to 1,000 Ten thousand yuan。
Absolutely prohibited。Must establish an actual business office with physical exclusivity in Japan (virtual or shared offices are strictly prohibited)。The corporation must at least have a managing director and a representative in Japan，Office seating plan must be provided for substantive review。
The managing director must have sufficient experience in implementing compliance and risk control；The person responsible for asset utilization must have at least 1 Years of investment practice resume；The compliance department must be absolutely independent from the business end，Compliance officers must have 1 More than 10 years of financial product guidance experience。
Conditional permission。The new bill allows outsourcing of services such as legal compliance and NAV valuation to trustees；Foreign capital is even allowed to legally authorize full investment authority to overseas licensed institutions.，Only specialists who can exercise supervisory instructions need to be retained internally.。
A "Business Method Statement" and internal procedures must be submitted、Executive Curriculum Vitae and Bankruptcy-Free Pledge、company final accounts report、Net assets calculation and income and expenditure plan for the next three years，and a breakdown of the structure of specific related persons and major shareholders.。
The pre-consultation stage (interview and pre-screening) is usually time consuming 3-4 months。After submitting the formal application，The statutory review period for new registration is 2 Months (excluding correction time)。Required to join an industry association 1-2 months。The total cycle is approx. 6-12 months。
Foreign investors who meet the conditions can be exempted from the Japanese language requirement。If the overseas affiliated institution already has licensing experience，Available through the Financial Markets Access Office (FMEO)"Submit the application dossier in English throughout the process、Participate in video pre-review and respond to subsequent supervision。
exist。If domestic investors only include 1 “Qualified Institutional Investors” (QII)"and no more than 49 specific investors，Or the proportion of overseas investment exceeds 50%，Legally only a prior filing with the FSA is required (Notification) Can be exempted from applying for an asset management license。
The license has no fixed validity period，No “annual license renewal” system。However, the implementation of "realism" continuous supervision，Net assets must be maintained above the legal minimum limit at all times。After joining an association such as JIAA, you need to pay an annual fee based on your income and accept compliance supervision.。
If the actual net assets fall below the legal requirements、The executive’s disqualifying circumstances (such as criminal conviction or gang involvement)、Violating the regulations on segregation and storage of client funds，or fails to reasonably explain the rationality of the sales fee sharing，are facing immediate severe administrative punishment.。
Can。FSA and the Tokyo Metropolitan Government provide the “Emerging Asset Management Institutions Admission Program” (EMP)” and financial zone subsidies，Eligible institutions may apply for reimbursement of up to 70% (max. 2,000 Ten thousand yen) office rent and legal consulting fees。
