Crypto Payments and Japanese Law (2nd Edition)
Bitcoin Treasury |
Corporate Finance |
Cryptoasset Investing |
Digital Asset Treasury |
ETFs |
Web3 Strategy |
A digital asset treasury (“DAT”) strategy refers to a company’s approach to holding and managing digital assets (often referred to as “crypto assets” in Japan) as part of its corporate balance sheet. It incorporates digital assets into the portfolio as an alternative to, or complement to, traditional cash and securities.
When focused solely on Bitcoin, this is sometimes referred to as a “Bitcoin treasury strategy.” In Japan, the term “Crypto Asset Treasury” is sometimes used, reflecting the regulatory terminology of “crypto assets,” while in international contexts “Digital Asset Treasury (DAT)” is increasingly common.
In recent years, the number of companies adopting these strategies has been increasing worldwide. In particular, the approval of Bitcoin ETFs in the United States in 2024 encouraged institutional investors to enter the market, spurring interest in direct corporate holding strategies. In Japan, listed companies have also begun to disclose digital asset holdings, drawing significant investor attention. This article provides an overview of treasury strategies and examines the key legal issues under Japanese law.
| Conclusion: Feasible under current Japanese law With appropriate measures, DAT strategies can be implemented under the current Japanese legal system. The conclusions of the main points are as follows: Legal Issues ・Crypto asset exchange business: No registration required for buying and selling of company-owned crypto assets ・Collective investment schemes: Fundraising through the issuance of stocks and CBs does not apply ・Staking and lending: No restrictions on proprietary management ・Timely disclosure: Disclosure required for important transactions and policy changes Accounting/Taxation Accounting: Market value valuation is the rule (differences exist between Japanese GAAP, IFRS, and US GAAP) ・Taxation: Taxation is generally based on year-end mark-to-market valuation, however, the 2024 amendments will allow for exemptions from year-end mark-to-market valuation taxation under certain conditions ・Audit: Prior agreement with the auditing firm is important Practical Preparations ・Investment policy decisions at the board of directors level ・Prior consultations with auditing firms and tax accountants ・Establishment of internal control and risk management systems ・Establishment of a system for disclosing information to investors Investor Perspective ・Advantages such as preferential tax treatment for stocks (20.315% vs. up to 55% for physical cryptocurrencies) and simplified investment procedures ・Double taxation at both the corporate and individual levels ・Disadvantages of business and operational risks ・Different value from cryptoasset ETFs (leverage effect, synergy with corporate value, etc.) |
MicroStrategy (now Strategy) is a US-based company known as a representative example of a successful DAT strategy. It began purchasing large amounts of Bitcoin in 2020, resulting in a significant increase in its corporate value.
In 2024, Metaplanet, a Japanese listed company, announced a full-scale DAT strategy, which attracted a lot of attention as the first such initiative in Japan.
Remixpoint Inc. is one of the companies that holds cryptoasset while emphasizing their relevance to their business. Its subsidiary, BITPoint Japan Inc., owns the crypto asset exchange BITPoint (however, the company’s shares were transferred to an outside group between 2022 and 2023), and is a company that is friendly to Web3.
| Company name | country | Strategy Features | Asset Holdings | Stock price performance |
| MicroStrategy | US | Converting the majority of cash into BTC: “Corporate BTC ETF” | A large amount of BTC | 1 year: 164% increase 5 years: 2,238% increase Market capitalization: USD 94 billion |
| Metaplanet | Japan | Purchases positioned as “financial reserve assets” | A large amount of BTC | 1 year: 490% increase 5 years: 707% increase Market capitalization: JPY 461.2 billion |
| Remix Point | Japan | Emphasis on business synergies | BTC, ETH, SOL, XRP, DOGE etc | 1 year: 120% increase 5 years: 274% increase Market capitalization: JPY 51.5 billion |
*Stock prices are as of September 9, 2025
When people think of “DAT strategies,” many think of “all-asset cryptoasset conversion” strategies like those used by MicroStrategy and Metaplanet. However, actual corporate strategies vary widely.
Companies need to choose the strategy that’s right for them based on the following four perspectives:
| Strategy Type | Features | Key Benefits | Key points to note |
| Surplus fund investment type | Allocate part of existing surplus cash to cryptoasset | ・Minimal impact on existing business ・Easy to implement in stages |
・Limited investment scale ・Limited impact on stock prices |
| Full transition type | Converting the majority of cash assets into cryptoassets | ・Maximize the benefits of price increases ・Clear position as bitcoin stock |
・High risk of price decline ・Impact on working capital ・Risks when introducing ETFs |
| Web3 Strategy Type | Emphasis on relevance to Web3 and blockchain businesses | ・Consistency with business strategy ・Easy to explain to investorS |
・Business feasibility ・Continuous business investment required ・Expert knowledge in the web3 field is essential |
| Procurement method | features | Key Benefits | Points to note |
| Surplus fund utilization type | Purchase using existing cash and deposits as funds | No additional financing required ・No dilution impact ・Can be implemented quickly |
・Limits on investment scale ・Effect on existing business funds needs to be considered |
| New share issuance | Purchased by raising funds through the issuance of new shares | Large-scale investments possible ・Avoid increasing debt ・Appealing to growth investments |
Shareholders’ meeting approval may be required ・Vulnerability may vary depending on market conditions |
| Convertible bond issuance type | Purchased by raising funds through CB issuance | ・Funding at low interest rates ・Dilution control until conversion ・Leverage effect |
Interest burden incurred ・Conversion conditions set ・Effect on credit rating |
| Investment Targets | Features | Key Benefits | Risks and points to note |
| Bitcoin only | Concentrated investment in a single BTC stock | Most liquid and stable ・”Digital gold” ・Easy to explain to investors |
・Single stock concentration risk ・No diversification effect ・Missed growth opportunities in other currencies |
| Brand diversification | Diversified investments in BTC, ETH, altcoins, etc. | ・Appropriate diversification effect ・Earn staking profits ・Capture overall market growth |
・Individual stock risks exist ・Management becomes more complex ・Tax calculations become more complicated |
| Altcoin focused | Active investment in emerging and small coins | ・High growth potential ・First-mover advantage ・Investment in innovation areas |
・Extremely high volatility ・High liquidity risk ・Difficult for investors to understand |
| Operation method | Features | Key Benefits | Risks and points to note |
| HODL (long-term holding) | Hold cryptoasset for the long term. | ・Simple operation method ・Not affected by price fluctuations ・Possibility of tax benefits (see chapter 5 of this article ) |
・Expansion of losses when prices fall ・Possibility of opportunity loss ・Ensuring liquidity |
| Staking utilization | Earn additional revenue by staking ETH etc. | ・Continuous income ・Additional return of several percent per year ・Network contribution |
・Technical risk ・Slashing risk ・Unbonding period |
| Lending utilization | Earn interest income by lending to third parties | ・Management at high interest rates ・Earn both price appreciation and interest ・Liquidity can be adjusted |
・Credit risk of borrowers ・Market liquidity risk ・Regulatory change risk |
Companies will combine these elements to create the optimal strategy based on their business, financial situation, and risk tolerance.
Furthermore, based on our conversations with advisors and related parties, it appears that many companies currently considering this strategy are seeking treasury strategies that take advantage of connections with their core business, rather than simply HODLing, perhaps in order to differentiate themselves from previous cases.
On the other hand, even when companies that do not necessarily have a strong connection between their core business and Web3 adopt a DAT strategy, there are cases where they try to explain it to shareholders and other stakeholders as a revenue model that combines stock income from staking and lending.
We will summarize the main legal issues that arise when implementing a DAT strategy in Japan. In conclusion, with appropriate measures, it is entirely possible to implement the strategy under current law.
Basic Principles Actual actions of companies acquiring and holding cryptoassets as part of their financial strategy do not constitute a “crypto asset exchange business” under the Payment Services Act, and registration is not required.
Legal Basis According to Article 2, Paragraph 15 of the Payment Services Act, a crypto asset exchange business is one that “conducts the following activities as a business”:
Reasons for non-application: The trading of cryptoassets by a company as an investment in its own portfolio is not considered to be an act conducted “as a business.”1 Also, owning a company is not “managing for others.”
Regarding fundraising through stocks, etc,: Fundraising through stocks, convertible bonds, or similar instruments, and using those funds to purchase cryptoasset, is currently not classified as a cryptoasset exchange business. While it could be formally interpreted as “raising funds from shareholders to acquire cryptoasset,” potentially suggesting the provision of cryptoasset trading services to shareholders, such an interpretation is not adopted in current practice.
Basic Concept cryptoasset investments made using funds raised by companies through the issuance of new shares or convertible bonds do not fall under the category of “collective investment schemes” under Article 2, Paragraph 2, Item 5 of the Financial Instruments and Exchange Act.
Legal Basis Due to the structure of the Financial Instruments and Exchange Act, stocks and convertible bonds are regulated as independent “securities” under Article 2, Paragraph 1, Items 5 and 9, and are a separate system from collective investment schemes (fund regulations) under Paragraph 2, Item 5.
Specific Reasons
Cases to note: If you are establishing a separate company (such as an SPC) exclusively for cryptoasset investment and soliciting anonymous partnership investments, you must carefully consider whether it qualifies as a collective investment scheme.
Regarding staking, staking conducted by companies using their own assets or on their own account does not generally fall under the category of funds (collective investment schemes) or crypto asset custody, and can be carried out without any special regulations.
Regarding lending, while money lending is regulated in Japan by the Money Lending Business Act, there are no special regulations for crypto asset lending. Companies are free to use their own cryptoassets for lending as long as they are on their own account.
Advice on Physical Cryptocurrencies Physical cryptoassets are not considered “securities” under the Financial Instruments and Exchange Act, and therefore are not subject to the Investment Advisory and Agency Business Act (Article 28, Paragraph 3). This can be classified as a general consulting service.
Cases requiring caution : Continuous, specific advice and discretionary management of cryptoasset derivatives (futures, perpetuals, etc.) may require registration as an Investment Advisory and Agency Business.
Practical Response: When providing advice including derivatives as an external advisor, it is recommended that the purpose of the contract be limited to “strategy design and risk analysis support” and that specific advice on investment decisions be avoided.
Listing Rules: The Tokyo Stock Exchange’s listing rules do not have any provisions that directly prohibit the holding of cryptocurrencies. As a legitimate investment, cryptocurrencies are likely to be treated in the same way as other investment products.
Cases where timely disclosure is required
Key points of disclosure: If your cryptoasset investment is large, you should probably include the following:
It is important for companies to establish an appropriate legal framework and implement strategies while ensuring compliance.
Some DAT companies raise large amounts of capital. In such cases, they must take into consideration the Tokyo Stock Exchange’s 300% rule (which states that if the share value dilution rate exceeds 300%, the company will be delisted unless the exchange deems it unlikely to infringe on the interests of shareholders and investors; Article 601, Paragraph 1, Item 15 of the Tokyo Stock Exchange Securities Listing Regulations and Article 601, Paragraph 12, Item 6 of the Enforcement Regulations).2
Additionally, attention should be paid to the provision known as the 25% rule (Article 432 of the Listing Regulations, Article 435-2 of the Enforcement Regulations). This rule requires a special resolution of the general shareholders’ meeting or an opinion on the necessity and appropriateness of the issuance of new shares that exceeds 25% of the total number of issued shares through a third-party allotment. Because investor ownership ratios fluctuate significantly, strict procedures are required from the perspective of protecting minority shareholders.
Accounting and tax compliance is extremely important when implementing a DAT strategy. Listed companies in particular need to properly manage tax risks while fulfilling their accountability to investors and auditors.
In accordance with Japanese GAAP (JGAAP) Practical Advisory Report No. 38, cryptoassets with an active market are valued at market price at the end of the fiscal year, with the valuation difference recorded in profit and loss. If there is no active market, they are valued at acquisition cost.
The classification on the balance sheet is determined by the purpose of holding and liquidity. If listed separately, they are shown as “cryptoassets,” etc., but if they are not significant, they are included in intangible fixed assets or other assets, etc. The classification on the income statement is determined based on the purpose and actual situation of the business. In both cases, consultation and agreement with the auditing firm is required.
Companies adopting IFRS often adopt the cost model + impairment (IAS36) for intangible assets under IAS38, but if there is an active market, they can also choose the revaluation model. In this case, upward revaluation is recorded in OCI (other comprehensive income) (the portion equivalent to the reversal of past impairment losses is recorded in profit or loss), so in principle it is not recorded in the income statement.
However, since Japanese corporate tax is calculated using fair value at the end of the period, adjustments must be made in tax returns even when IFRS is adopted, resulting in a discrepancy between accounting and tax practice.
US GAAP companies, such as MicroStrategy, apply ASU 2023-08, which requires them to record their investments at cost, then mark them to fair value at the end of each period, with the difference recognized in earnings. Unlike IFRS, these investments are always passed through the P/L rather than recorded in OCI (other comprehensive income).
Taxation based on end-of-period fair value valuation (in principle) According to the National Tax Agency Q&A, “cryptoassets with active markets” are valued at fair value at the end of the period, and the valuation difference is included in income or expenses.
The following cases are also subject to valuation:
Avoidance of year-end mark-to-market valuation taxation due to transfer restrictions (exception) The April 2024 amendments make it possible to exempt from year-end mark-to-market valuation taxation if certain requirements are met.
Requirements:
Benefits: For tax purposes, the property can continue to be valued at its acquisition cost, and tax is only levied upon sale. This avoids unrealized gain tax and contributes to stabilizing cash flow.
Points to note:
Tax structure comparison with ETFs : While ETFs avoid double taxation through pass-through taxation, corporate cryptoasset investments are subject to a double tax structure in which shareholders are taxed again on dividends and capital gains after being taxed at the corporate level. This is one of the important differences with ETFs, which will be discussed in detail in Chapter 6.
Prior agreement with the auditing firm is important The most important issue in a cryptoasset audit is confirming its existence. In order to determine whether an audit allows for ex post and third-party verification of financial figures, it will affect the design of operations and systems. Close consultation with the auditing firm is required to reach a prior agreement that an audit is possible. Examples of practical audit issues are as follows:
Internal controls are also an important prerequisite for audits, and they must identify risks specific to cryptocurrencies and take appropriate operational measures. Internal controls must be formulated into company regulations at an appropriate level of granularity and then specifically documented using business flow and business descriptions. Unlike traditional financial assets, which have external, reliable storage and recording institutions, cryptocurrencies require the establishment of a strict management system:
It is important to establish a collaborative system with accountants and tax accountants who are knowledgeable about cryptocurrencies and to consult and check with them regularly.
Cryptoasset ETFs have not yet been approved in Japan, but we will summarize the impact on corporate strategies and market positions if they are approved in the future.
Although a Bitcoin ETF was approved in the United States in January 2024, the stock prices of existing DAT companies continue to maintain a premium, and it is believed that the two offer different value to investors and the market.
| Item | ETF | DAT company |
| Leverage | Basically, only physical holdings | Leverage possible through convertible bonds and new stock issuance |
| Investment strategy | Index-linked passive management | Discretionary adjustment of stock allocation, staking, etc. |
| Added value | Price tracking, low cost | Core business revenue and synergy with Web3 businesses |
| Tax structure | Pass-through taxation (taxed only on the investor side) | Corporate tax + investor tax (double taxation structure) |
Due to the current lack of ETFs in the Japanese market, DAT companies function as “de facto ETF substitutes,” and this unique market environment is one of the reasons for the stock price premium. Metaplanet’s official stance is that “ETFs are not competitors but a factor in expanding demand,” explaining that “while ETFs passively track Bitcoin, treasury companies can utilize capital markets to increase the amount of Bitcoin held per share.” (Reference: Metaplanet FAQ https://metaplanet.jp/jp/shareholders/faqs) While the premium has been maintained in the United States since the introduction of ETFs, the actual market reaction in Japan will depend on investor structure and market conditions, so it is unclear whether the results will be similar to those in the United States.
Corporate response strategies
Column: Investor Benefits of Investing in DAT Companies |
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For reference, we have compiled the main advantages and disadvantages that individual investors can gain by investing in DAT companies. Tax benefits (individual investors) Easy investment procedures Avoidance of institutional restrictions Major disadvantages and points to note As a result, DAT companies are in an environment where they can easily attract a certain amount of investor demand as “de facto cryptoasset ETFs,” but investment decisions require careful consideration. |
DAT strategies offer leverage benefits and synergies with corporate value that differ from ETFs and are establishing themselves as a unique investment target. With appropriate measures, they are a financial strategy that can be implemented under the current Japanese legal system.
Regarding legal issues, cryptoasset exchange registration is not required, they do not fall under collective investment schemes, and staking and lending are not subject to regulations if conducted on a proprietary account.
While accounting and tax issues arise, such as the direct impact of mark-to-market valuation on business performance and year-end mark-to-market taxation, certain issues can be addressed by utilizing the transfer restriction system under the 2024 tax reform.
However, for Japanese companies to sustainably implement DAT strategies, merely obtaining legal clearance is not enough. Gaining stakeholder understanding and trust through comprehensive accounting, tax, and investor relations systems, prior agreements with auditing firms, the establishment of appropriate risk management systems, and ongoing investor disclosure are key to success. As corporate involvement in cryptoassets is expected to continue to expand, we hope this article will be helpful in your strategic considerations.
We received advice on this blog from Kensuke Amano of Animoca Brands, Inc., and certified public accountants Yosuke Yuzuki and Ko Saito. However, all possible errors are the responsibility of the authors.
Disclaimer:
The contents of this document have not been confirmed by the relevant authorities and merely describe arguments that are reasonably considered legally. Furthermore, they represent the author’s current views and are subject to change.
This document does not recommend the use of DAT strategies or investment in DAT strategy companies.
This document has been compiled solely for this blog. If you require legal, accounting, or tax advice for your specific case, please consult your lawyer, accountant, or tax accountant.
Enforcement Rules for Securities Listing Regulations (Tokyo Stock Exchange) https://jpx-gr.info/rule/tosho_regu_201305070007001.html
Securities Listing Regulations (Tokyo Stock Exchange) https://jpx-gr.info/rule/tosho_regu_201305070007001.html
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