[Real Estate Specified Joint Venture Act] What is a real estate specified joint venture license?
Updated: July 2025, 11
What is a real estate specified joint venture?
A real estate specified joint enterprise is a business that receives investments from multiple investors, acquires actual real estate based on those investments, and distributes a portion of the profits earned from managing the property (leasing, etc.) to the investors. The contract between a real estate specified joint enterprise and an investor based on the above is called a real estate specified joint enterprise contract, and acting as an agent or intermediary for the conclusion of a real estate specified joint enterprise contract also falls under real estate specified joint enterprise.
In order to engage in a real estate specified joint enterprise, a license stipulated in Article 41, Paragraph 1 or a registration stipulated in Article XNUMX, Paragraph XNUMX of the Real Estate Specified Joint Enterprise Act must be obtained.
If you are approved as a real estate specified joint venture business operator, your business name will be listed in the list below.
→ List of businesses and qualified special investors based on the Real Estate Specified Joint Venture Act
Contract type
Article 2, Paragraph 3 of the Real Estate Specified Joint Venture Act prescribes certain types of contracts known as real estate specified joint venture contracts.
This article defines three types of contracts: "voluntary partnership contract type (corresponding to item 3 of the same paragraph)," "anonymous partnership contract type (corresponding to item XNUMX of the same paragraph)," and "rental type (corresponding to item XNUMX of the same paragraph)."
[Voluntary partnership contract type]
The business operator and each investor will invest and form a voluntary association to operate the target real estate as a joint business.
The operator manages the target real estate as the managing partner and distributes profits to each partner (investor).
[Anonymous partnership contract type]
The business operator becomes the operator and the investor becomes a silent partner and enters into a contract to invest in the business conducted by the operator.
The operator will manage the target real estate as an anonymous partnership business and distribute profits to each investor.
[Rental Commission Contract Type]
A contract is concluded between the business operator who shares the target real estate and each investor, in which the investor leases or entrusts the lease of the target real estate that is jointly owned to the business operator.
The operator manages the target real estate and distributes profits to each co-owner (investor).
What is a small-scale real estate specific joint venture?
In the case of real estate specified joint ventures, if the investment amount per investor does not exceed 100 million yen in principle, and the total investment amount from all investors does not exceed 1 million yen, it is possible to register as a small-scale real estate specified joint venture and carry out the business.
What is a small-scale real estate specific joint venture?
What is a business limited to qualified special investors?
If a real estate specified joint venture is limited to qualified special investors, it is possible to conduct the business by filing a notification as a business limited to qualified special investors.
What is a business limited to qualified special investors?
Regarding permission for real estate specific joint ventures
Type of permission
The types of licenses for real estate specified joint ventures are specified in each item of Article 2, Paragraph 4 of the Real Estate Specified Joint Venture Act.
| First business operator | A business that concludes a real estate specified joint business contract with an investor and distributes profits generated from real estate transactions conducted based on the contract. |
| First business operator | Business that acts as an agent or intermediary for the conclusion of a real estate specified joint business contract (agency/intermediary for the first business) |
| First business operator | A business that receives commission from a special business operator and carries out operations related to real estate transactions conducted based on a real estate specified joint venture agreement concluded between the special business operator and an investor. |
| First business operator | Acting as an agent or intermediary in the conclusion of real estate specified joint venture agreements between special business operators and investors |
Legal reforms in 2019
The 2019 amendments to the Real Estate Specified Joint Venture Act focused primarily on revitalizing real estate crowdfunding and strengthening investor protection.
Due to the amendment of the Real Estate Specified Joint Venture Act, it is now possible to invest in real estate, which previously could not be converted into trust beneficiary rights.
In addition, bankruptcy-remote SPCs (special purpose companies) have been approved, making it easier to raise funds.
The aim of this amendment is to redirect as much private capital as possible to increasing the value, revitalization, and development of real estate throughout Japan.
Key Points
- Bankruptcy-remote special purpose companies (SPCs) are now permitted.
- It is now possible to create investment schemes for physical real estate.
- New companies No. 3 and No. 4 have been established.
The first point of the revision of the Real Estate Specified Joint Venture Act is that bankruptcy-remote special purpose companies (SPCs) are now recognized and can now form investment schemes for real estate.
This means that it is now possible to invest in properties that were previously unavailable, such as properties in rural areas or aging properties, which will lead to the revitalization of Japan's real estate industry in the future.
Furthermore, with the establishment of Type 3 and Type 4 operators, local developers and others who were previously not recognized as real estate specified joint venture operators will now be recognized.
In Europe and America, the idea of a bankruptcy-remote SPC (special purpose company) was common knowledge.
However, in Japan, according to the Real Estate Specified Joint Venture Law, even if the company is just a "vessel," permission is required in order to collect funds from investors and hold real estate.
Due to the high cost of obtaining permission, the creation of trust beneficiary interests in real estate has become popular as a way to avoid regulations under the Real Estate Specified Joint Enterprise Law.
However, using this method, it was not possible to invest in aging and idle real estate, which exists in many areas in Japan.
With the recent amendments to the Real Estate Specified Joint Venture Act, it is expected that real estate that was not previously an investment target will be revitalized, thereby revitalizing local economies and helping to escape asset deflation.
Application
The application destination differs depending on the type of business and how many offices there are (multiple prefectures).
If you are a Type 1 or Type 2 business and have an office in only one prefecture, you should apply to that prefecture. Application methods and required documents vary by prefecture, so you should inquire with the relevant prefecture.
If you are a Type 3 or Type 4 business operator, or a Type 1 or Type 2 business operator with offices in multiple prefectures, you should apply to the Ministry of Land, Infrastructure, Transport and Tourism (Financial Services Agency).
Requirements for a real estate specific joint venture license
Criteria for permission
Standards for granting permission for a real estate specified joint venture are set out in laws, government ordinances, and guidelines from the Ministry of Land, Infrastructure, Transport and Tourism. However, detailed decisions regarding personnel composition and financial base are largely left to the permission authority, and there are many cases where a project is approved in one prefecture but not in another. For this reason, it is very important for businesses to ask the services of an experienced administrative scrivener.
Common to all businesses in categories 1 to 4Requirements
| Main common requirements | ・A corporation with a real estate transaction license ・Establishment of a business manager (*) for each office ・Human resources that can carry out work fairly and accurately ・Property and profit/loss situation are expected to remain favorable and favorable ・Submission of audited financial statements (for the last three years) ・Compliance with the standards set by government ordinance for the terms and conditions of real estate specified joint venture contracts, etc. |
*To become a business manager...
It is necessary to have a real estate transaction specialist qualification and a legal qualification (real estate consulting master, building business manager, real estate securitization association certification (ARES) master, etc.). In addition, there are requirements for a real estate transaction specialist qualification and at least 3 years of practical experience related to real estate specified joint ventures, but this is difficult when applying for a new license.
Different requirements depending on the type of permit
| Requirements by type | ・Capital No. 1: 1 million yen, No. 2: 1,000 million yen, No. 3: 5,000 million yen, No. 4: 1,000 million yen ・Have Type 4 Financial Instruments Business Registration (No. XNUMX only) |
Real estate specified joint venture"Change Approval""changeDeliver.
Real estate specific joint venturechange approvalwithChange notificationis a different procedure.
change approvalRegarding certain important changesBeforehandIt's a process to get approval.
In a real estate specified joint venture, if any fundamental changes are to be made to the business, prior approval must be obtained.
on the other hand,Change notificationWhen a real estate specified joint venturer changes certain matters,After the factThis is the procedure for submitting the application.
Generally, this applies to relatively minor changes such as a change in the business name, address, or officers.
Approval for changes to real estate specified joint ventures
- When changing the type of real estate specified joint venture
- When creating or amending a real estate specific joint venture agreement
- When you are about to start a new electronic trading business
- When establishing an additional office
In these cases, a change authorization must be obtained.
However, minor changes such as simple wording changes do not require approval of the changes.
When approval for changes is given, a preliminary review is conducted to ensure that there are no problems with the changes, and if there are no problems with the content, an actual application for the changes can be submitted.
If there are any unclear points in your application, an interview may be arranged.
Important points to note when applying for approval of changes
If there is a change in the content and you wish to apply, please note the following:
- When changing the type of real estate specified joint enterprise, the changed type must satisfy the approval criteria set forth in Article 7, Items 1 and 6 of the Act.
- When creating new real estate specified joint venture agreement terms and conditions, or adding to or amending real estate specified joint venture agreement terms and conditions, the revised terms and conditions must conform to the approval standards set forth in Article 7, Paragraph 5 of the Act.
Notification of changes to real estate specified joint ventures
When a company's organizational structure changes, such as an increase or decrease in capital or a change in officers, a change notification must be submitted.
Generally, no prior screening or interviews are conducted, and the necessary documents are prepared and submitted to the relevant government office.
Even if the joint venture company is located in a foreign country, it is not excluded from the real estate specific joint venture contract provided for in Article 2, Paragraph 3 of the Act.
Real estate specified joint venture business operations
不動産特定共同事業法第14条、第16条第1項、第18条、第20条、第21条、第21条の2、第22条、第23条、第24条第1項及び第3項、第25条第1項、第31条の2及び第65条の規定等に係る監督に当たっては、投資家保護の観点から、次に掲げる事項に留意する必要があります。
Restraint of speculative transactions (Article 14, Paragraph 2 of the Real Estate Specified Joint Enterprise Act)
For example, real estate specified joint venturers etc. must not sell the target real estate in the short term solely for the purpose of reselling it through rising land prices. If they violate this rule, they may be subject to an instruction or business suspension order stipulated in Article 34 or Article 35 of the Real Estate Specified Joint Enterprise Act.
Display of signs (Article 16, Paragraph 1 of the Real Estate Specified Joint Enterprise Act)
"A place easily visible to the public" as defined in Article 16, Paragraph 1 of the Real Estate Specified Joint Enterprise Act refers to a place that can be easily seen by business participants, whether inside or outside the office. Materials that can withstand long-term use, such as metal, must be used.
Regulation of advertising (Article 18 of the Real Estate Specified Joint Enterprise Act)
The display of advertisements carried out by real estate specified joint venturers or small real estate specified joint venturers is the introduction part of investment solicitation to investors, and the provision of information through clear and accurate display is from the perspective of ensuring proper implementation of investment solicitation. This is most important, but please pay special attention to the following points.
(1) Notes regarding important matters that may affect the applicant's decision
- Whether there is any representation that may mislead the applicant into believing that the fees, remuneration, other compensation or expenses to be paid by the applicant are free of charge or significantly lower than the actual amount.
- Are any trade names or names different from those stated in the license application being used? etc.
(2) Clear and accurate display
- Are you emphasizing only the advantages of the transaction and making the disadvantages less noticeable?
(3) Points to note regarding exaggerated advertising
- Are there any representations that mislead people into thinking that they can definitely make profits from real estate transactions related to real estate specified joint ventures, and unfairly stimulate their desire to invest?
Prohibition of Unfair Solicitation Practices, etc. ① (Articles 20, 21, 21-2, and 22 of the Real Estate Specified Joint Enterprise Act)
The following prohibited acts constitute unfair solicitation, etc., pursuant to Articles 20, 21, 21-2, and 22 of the Real Estate Specified Joint Venture Act and Article 38 of the Regulations.
- Soliciting in a way that is criticized by society as excessive sales activities
- In cases where proper credit enhancement measures have been taken, such as sub-leasing agreements, guarantee agreements, etc., to avoid placing vacancy risks on investors, the act of indicating the basis for such measures and displaying the expected yield, etc.
Pursuant to Article 21 of the Financial Instruments and Exchange Act, as applied mutatis mutandis by Article 2-40, real estate specified joint venturers and small-scale real estate specified joint venturers are required to ensure that they provide appropriate investment solicitation in line with the investor's attributes, etc., by paying attention to the content and terms of transactions that correspond to the investor's knowledge, experience, financial situation, investment objectives, and risk management judgment ability, etc.
Therefore, it is important to establish an investor management system that can accurately grasp the attributes of investors and the actual transaction status. For example, please pay attention to the following points. Particular care must be taken when making online transactions.
- Accurately grasp investor attributes and thoroughly manage investor information
In order to understand the investor's investment intention, investor attributes such as investment experience, etc. in a timely and appropriate manner, we fully confirm the investment purpose and intention, and share the investment purpose and intention with the real estate specified joint venturer or small real estate specified joint venturer. Is it shared between both the company and investors? In addition, if it is determined that the investor's investment purpose or intention has changed based on the investor's request, the changed details will be communicated to both the real estate specified joint venturer or small real estate specified joint venturer and the investor. When soliciting investment, do executives and employees ensure that they strive to solicit investment appropriately in accordance with the attributes of the investor? etc
Prohibition of unfair solicitation, etc. ②
Furthermore, even if elderly investors have sufficient investment experience in the past, in addition to their physical decline, their ability to make investment decisions may change in the short term. In addition to ensuring a prudent solicitation and sales system based on the principle of suitability, it is necessary to develop a monitoring system to detect problematic solicitations and sales at an early stage. It is also necessary to carefully follow up after the product has been sold.
With the above in mind, please pay attention to the following points:
- Even after the sale of the product, do they provide thorough follow-up, such as providing detailed consultation from the perspective of elderly investors and supporting their investment decisions?
Conclusion of contracts based on the terms and conditions (Article 23 of the Real Estate Specified Joint Enterprise Act)
- Although real estate specified joint venture agreements concluded by real estate specified joint venturers, small-scale real estate specified joint venturers, or special business operators must be concluded in accordance with the real estate specified joint venture agreement terms and conditions relating to the permission under Article 3, Paragraph 1, the approval under Article 9, Paragraph 1, the registration under Article 42, Paragraph 1, or the change registration under Article 46, Paragraph 1 of the Real Estate Specified Joint Venture Act, the agreement does not necessarily have to be word for word identical to the real estate specified joint venture agreement terms and conditions, and minor amendments to the real estate specified joint venture agreement do not violate Article 23.
- Changes to the terms and conditions of a real estate specified joint venture contract regarding matters that constitute minor additions or changes as provided for in Article 14 or Article 65 of the Enforcement Regulations of the Real Estate Specified Joint Venture Act do not require approval under Article 9, Paragraph 1 of the Act or registration of changes under Article XNUMX, Paragraph XNUMX of the Act.
Delivery of documents prior to the conclusion of a real estate specified joint venture agreement (Article 24, Paragraph 1 of the Real Estate Specified Joint Enterprise Act)
The document issued prior to the conclusion of a real estate specified joint venture agreement pursuant to the provisions of Article 24, Paragraph 1 must include the matters prescribed in Article 43, Paragraph 1 of the Enforcement Regulations of the Real Estate Specified Joint Venture Act, and the following points must be noted when issuing the document.
- In the case of special businesses, the "types of contracts listed in each item of Article 43, Paragraph 1 of the Real Estate Specified Joint Venture Contract Act and the structure of real estate specified joint ventures according to said types" stipulated in Article 11, Paragraph 2, Item 3 of the Enforcement Regulations of the Real Estate Specified Joint Venture Act must state that the counterparty to the real estate specified joint venture contract is a special business operator and not a real estate specified joint business operator, and that a special business operator is a corporation whose purpose is solely to carry out the acts listed in Article 4, Item 1 of the Real Estate Specified Joint Venture Act.
- "Matters related to factors causing losses" as stipulated in Article 43, Paragraph 1, Item 31 of the Enforcement Regulations of the Real Estate Specified Joint Enterprise Act must include any risk of loss of principal due to vacancies, declines in rent, declines in the assessed value of the target real estate, etc. In addition, for real estate specified joint enterprise contracts as stipulated in Article 2, Paragraph 3, Item 3 of the Real Estate Specified Joint Enterprise Act, the existence and content of measures to ensure stable business continuity or smooth business termination must be stated.
Provision using information and communications technology (Article 24, Paragraph 3 of the Real Estate Specified Joint Enterprise Act)
Regarding the consent stipulated in Article 8, Paragraph 1 of the Order, it is possible to obtain comprehensive consent in advance, but in that case, it is necessary to indicate the type and content of the electromagnetic method used. If the document to be delivered prior to the establishment of a real estate specified joint venture contract is provided by electromagnetic means, the investor has read and understood the explanatory matter displayed on the screen of the computer operated by the investor. By confirming that the investor understands by clicking a button on the screen, etc., it will be deemed that the stipulated explanation has been given.
Delivery of written documents at the time of the conclusion of a real estate specified joint venture agreement (Article 25, Paragraph 1 of the Real Estate Specified Joint Enterprise Act)
The document issued at the time of the establishment of a real estate specified joint venture agreement must include the matters prescribed in Article 25, Paragraph 1 of the Act and Article 47 of the Ordinance. The document issued at the time of the establishment of a real estate specified joint venture agreement by a real estate specified joint venturer engaging in Type 25 business pursuant to the provisions of Article 1, Paragraph 25 of the Act must also include the matters prescribed in Article 1, Paragraph 47 of the Act and Article XNUMX of the Ordinance regarding the real estate specified joint venturer (limited to those engaging in Type XNUMX business) or small-scale real estate specified joint venturer (limited to those engaging in small-scale Type XNUMX business) that has been entrusted with the business related to the real estate transactions conducted under the real estate specified joint venture agreement.
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