Investment Funds: Registration, notification and disclosure requirements at a glance

1 July 2020
fund typeexamplestype of securities under the FIEAsecurities registration requirements for public offeringsdisclosure requirements
self-offeringthird-party offering
corporationinvestment corporations (domestic)type Inot possibletype I FIBOyes, for funds investing >50 percent in securities (exemptions in case of private placements)
investment corporations (foreign)type Inot possible type I FIBO
KKtype Ino registrationtype I FIBO
GKtype IIno registrationtype II FIBO
trustunit trusts (domestic)type Itype II FIBOtype I FIBO
unit trusts (foreign)type Itype II FIBOtype I FIBO
partnershippartnerships under the Civil Codetype IItype II FIBOtype II FIBO
silent partnerships under the Commercial Code type IItype II FIBOtype II FIBO
limited partnerships for investment under the Limited Partnership Act for Investmenttype IItype II FIBOtype II FIBO
limited liability partnership under the Limited Liability Partnershiptype IItype II FIBOtype II FIBO

Where interests in a fund are offered by the fund itself to Qualified Institutional Investors (QII) only, the fund does not have to register as a Financial Instruments Business Operator (FIBO) and may instead submit a comparably simply notification to the Financial Services Agency (FSA) – so-called Article 63 exemption. This exemption applies only in case of self-offerings. Thirds parties distributing units or interests in a fund are not covered by the exemption and must register as a FIBO.

You will find more information on the regulatory environment for partnership-type funds and the Article 63 exemption in our article on funds regulations in Japan.