In order to start and carry out banking business in Japan, one must obtain a Banking License (銀行業の営業の免許, ginkougyou-no eigyou-no menkyo) as regulated by Clause 1 of Article 4 of Banking Act. There are several differences in the operations of banks in Japan compared to other countries, which we will discuss below. It is important to comply with the local regulations since failing to follow the prescribed procedures can result in significant fines and even imprisonment as we have discussed in our financial services guide. This guide provides a high-level overview of requirements and qualifications necessary to start and run a banking business in Japan.
Duties and Responsibilities
Due to the vagueness of the definition of what constitutes business discussed in our financial services guide, not all of the financial services will need a license. However, the activities mentioned in the list below, as well as many others, do require a license:
- The sale and purchase of securities.
- Brokerage, intermediary or agency of the sale and purchase of securities.
- Underwriting and offering securities.
- Advisory services which are non-discretionary.
- Management services which are discretionary.
In Japan, banks must not perform any activities related to securities and derivatives. If the bank wished to engage in these activities too, it must:
- Establish a separate entity that will deal with securities and derivatives, AND
- Obtain a license for such activities, OR
- Register with the Prime Minister of Japan.
Registration Fee
Registration costs JPY 150,000 per application per license. One should attach a receipt of fee payment when submitting an application.
Where to Apply?
You can apply:
- Directly at the consultation window of the 1st or 2nd division of the supervisory bureau at the Financial Services Agency. Opening hours: Monday-Friday 9.30-18.15, closed on public holidays.
- By postal service.
Application through the electronic online system is not possible for this type of application.
How Long Does It Take to Get a License?
It takes approximately 1 month.
Application and License Examination Basis
According to Article 4 Clause 2 of the Banking Act, “when an application for license of Banking Business is filed, the Prime Minister shall examine whether the following requirements are satisfied:
- The person who has filed an application for license of Banking Business (hereinafter referred to as the “Applicant” in this paragraph) shall have financial basis to conduct the business of a Bank soundly and efficiently and shall have good prospects for income and expenditure pertaining to the business; and
- In light of such matters as its personnel structure, the Applicant shall have the knowledge and experience to be able to carry out the business of a Bank appropriately, fairly and efficiently and shall have sufficient social credibility.
In accordance with the Article 1, Clause 8, point 3 of the Ordinance for Enforcement of the Banking Act, “the Prime Minister, when implementing an examination as prescribed in Article 4, paragraph (2) of the Act pertaining to an application for license pursuant to the preceding two paragraphs, is to consider the following matters:
- the amount of stated capital of a person who applies for a banking license (hereinafter referred to as the “Applicant” in this paragraph) is equal to or greater than the amount as prescribed in Article 3 of the Order and is an amount which is sufficient for carrying out sound and efficient Bank services;
- the current income of a single business year of the Applicant is expected until the date three business years elapse after commencement of the business;
- the status of the adequacy of equity capital of the Applicant and of the Applicant and its Subsidiary Company, etc. is expected to be appropriate until three business years elapse after commencement of the business; and
- in light of maintaining directors, directors, accounting advisors or company auditors, and employees who possess sufficient knowledge and experience for Bank services, systems, etc. pertaining to business management of the Bank, the Applicant is a person who may carry out precise, fair, and effective Bank services and with sufficient social creditability.”
As per Article 4, clause 3 of the Banking Act, “where a person whose all or part of shareholders is a person conducting Banking Business in a foreign state in accordance with the laws and regulations of the foreign state (including a person who has a special relationship with such other person specified by a Cabinet Order, but excluding Banks, etc.; hereinafter referred to as “Foreign Bank, etc.” in this paragraph) files an application for license of Banking Business, if the Foreign Bank, etc. lawfully holds voting rights of the person filing the application for license of Banking Business which exceeds the number calculated by multiplying the Voting Rights Held by All of the Shareholders, etc. of that person by the rate specified by a Cabinet Office Ordinance, the Prime Minister shall make examination on whether it is found that Banks are given substantially the same treatment as given under this Act in the state where the principal business office of the Foreign Bank, etc. is located, in addition to the requirements prescribed in each item of the preceding paragraph; provided, however, that this shall not apply to the cases where that examination would preclude sincere implementation of an international agreement or in any other cases specified by a Cabinet Order.”
Necessary Documents
- Special form 1-1-2.
- Statement of reasons.
- Articles of association.
- Company registration certificate.
- Minutes of the foundation general meeting (as a proof that during the establishment of the company by share transfer of branching off all the necessary procedures were in place).
- Estimate of company’s income and expenditures for the next three fiscal years after the opening.
- Resume of the director and the auditor.
- Resume of the accounting advisor (if applicable).
- Documents stating shareholders’ names, addresses or places of residence, nationality, and field of occupation, along with the number of voting rights they have. In the case when a shareholder is a legal entity, documents stating entity’s name, explanation of contents of the main course of business, business address.
- Documents stating the office location of the business.
- Most recent daily balance.
- Documents explaining the company’s most recent property and profit/loss situation.
- Documents explaining security of the employees that have knowledge of or experience pertaining to the banking business.
- Documents stating the names of the subsidiary companies related to business and location of the principal business’s office.
- Documents stating the contents of the business of the subsidiary companies related to business.
- Documents showing subsidiary companies’ latest balance sheets, statement of profits and loss, statement of changes in net assets, and other documents explaining the subsidiary’s recent state of business, assets, profits and losses.
- Full name and the title of the principle(s) of the subsidiary office(s).
- Estimates of subsidiary company’s appropriateness and sufficiency of equity capital for the next three fiscal years after the opening (for subsidiary companies as set by Article 14, clause 2, point 2).
- Other reference documents that could help in assessment as set by Article 4, clause 2 and clause 3 of the law.
- Minutes of the shareholders’ meeting.
- Prior articles of association.
- Documents highlighting the transactions existing at the moment of application submission.
- The latest balance sheet, statement of profits and losses and statement of changes in the net assests.
Joint-stock companies (kabushiki-kaisha or KK, a.k.a. Co. LTD or Inc.) must attach documents mentioned in points 3-13.
Subsidiaries of the joint stock companies (as defined by either the first paragraph of Article 13 Clause 2 of the Law or by Article 14, Clause 2, point 2) must attach documents mentioned in points 14-19.
Businesses that are not banks but wish to switch their main line of business to banking and apply for a banking license in accordance with Article 4 Clause 1 of the Banking Act must attach documents mentioned in points 20-23.
Points 1-18 are stipulated by Article 1, Clause 8, point 1 of the Banking Act.
Points 20-23 are stipulated by Article 1, Clause 8, point 2 of the Banking Act.
Summary
In Japan, it is forbidden to engage in the provision of a vast variety of financial services without the appropriate license or the approval from the Prime Minister. In order to obtain a license, one should consult the Financial Services Agency on what kind of license the business needs, as well as what set of document to prepare. Applications are also submitted to and handled by the FSA. Currently, applications can be submitted at the FSA or through the postal services, but not through the online services. Remember that operating without a license can lead to significant fines and even imprisonment.
Banking License FAQ
My bank is registered in my own country. Do I need a license from Japan?
Yes, you do need a license. All the applications will be examined by the FSA and the Prime Minister’s Office without giving preferences to any of the applicants, whether originating from Japan or from a foreign country.
What are the main laws regulating banking businesses in Japan?
The main laws regulating financial and banking business in Japan are:
- Penal Code that deals with corporate and financial fraud, misappropriation and theft, and other basic categories of financial crimes.
- Companies Act that regulates special breaches of trust by directors and/or other company members.
- Financial Instruments and Exchange Act dealing with proper disclosure of corporate affairs and regulations on securities transactions, etc.
- Act on the Punishment of Organised Crime and the Control of Criminal Proceeds that deals with special categories of organised crimes as well as concealment, receipt and confiscation of the proceeds of a crime.
Will my fees be reimbursed if my application is declined?
No, the fees you pay are used to cover the work of inspectors examining the compliance of your documents and business. Regardless of the outcome, these works need to be performed, and fees are used to ensure payments for the inspectors.
Can I apply in English?
It is highly advised to seek the assistance of the Japanese speaking professionals since applications are done and processed in Japanese, especially during the initial stages.
Who can help me with the application in Japanese?
You can seek the assistance of the Notary Public (Gyosei Shoshi) to prepare your documents and to assist you during inspections and interviews. Remember, however, that the whole process cannot be fully outsourced to the third party as the applicant should be physically resent during inspections and interviews.