Qualified Institutional Investor Registration
Updated: July 2026, 9
■Qualified institutional investors
The Financial Instruments and Exchange Act defines certain individuals who possess specialized knowledge and experience related to securities investment as "qualified institutional investors."
Qualified institutional investors fall under the category of "specified investors (so-called professional investors)" under the Financial Instruments and Exchange Act, and in transactions with financial instrument business operators, etc., they are exempt from some of the conduct regulations that apply to general investors, procedures such as the delivery of documents are simplified, and they are able to invest in products that are restricted from sale to general investors, among other things, and they receive different treatment from general investors.
Furthermore, in fund operations, by meeting certain requirements, such as receiving investment from qualified institutional investors, it becomes possible to create funds (self-offering and self-management) using the "Notification of Special Business for Qualified Institutional Investors, etc."
■Those who qualify as qualified institutional investors
There are two main types of qualified institutional investors:
Regarding the scope of qualified institutional investors and those who qualify as qualified institutional investors,Financial Services Agency website, "Information on Qualified Institutional Investors"It has been made public.
① Persons who qualify as qualified institutional investors without filing a notification, etc.
Under the law, certain financial instrument business operators and financial institutions qualify as qualified institutional investors without having to file any special notifications.
Example:
- Type I Financial Instruments Business Operators engaged in securities-related business
・Investment management company
Investment corporations and foreign investment corporations
·Bank
Insurance companies, foreign insurance companies, etc.
② Persons who qualify as qualified institutional investors by filing notifications, etc.
Corporations and individuals that meet certain asset requirements can become qualified institutional investors for a period of two years by filing a notification with the Commissioner of the Financial Services Agency.
Example:
- Corporations that hold securities with a balance of 10 billion yen or more and have notified the Commissioner of the Financial Services Agency.
Individuals who have held a securities trading account for one year or more and have notified the Commissioner of the Financial Services Agency of their outstanding securities holdings of 10 billion yen or more.
■Key points for filing a qualified institutional investor registration
The process of registering as a qualified institutional investor is simple, involving "creating a registration form and submitting it electronically," but there are unexpected pitfalls, so it's necessary to proceed carefully while checking everything.
Key points when filing a notification
⚠ The jurisdiction to which you submit your application will vary depending on the applicant's attributes, such as the location of their head office or place of residence (address).
Generally, notifications are submitted electronically (using the Financial Services Agency's Electronic Application and Notification System), but it is important to be careful not to select the wrong Regional Finance Bureau to which you will submit the notification.
notificationLaterpoint of
⚠ The Qualified Institutional Investor Notification has an expiration date. It becomes effective from the first day of the month two months after the month in which the notification was filed, and is valid for two years from that date.
If you don't properly manage the validity period, you might find yourself in a situation where your "Qualified Institutional Investor Registration" has expired.
*In particular, care must be taken to ensure that the expiration of the qualified institutional investor registration does not result in the creation of a "special business registration fund for qualified institutional investors without a qualified institutional investor."
⚠ If you wish to continue your status as a qualified institutional investor after the expiration of the validity period, you must meet the necessary requirements and resubmit your qualified institutional investor registration. (There is no "renewal" procedure for qualified institutional investor registration.)
⚠ If any changes occur after filing your Qualified Institutional Investor registration, you must promptly submit the change notification to the relevant Regional Finance Bureau. Similar to the initial registration, the change notification will also be published in the Official Gazette.
(Reference) Matters requiring notification of change:
• Trade name or company name
• Title and name of the representative
- Location of the head office or principal place of business, etc.
■ FAQ
Q1. What happens if I no longer meet the requirements after filing for a qualified institutional investor registration?
A. In principle, during the period in which you qualify as a qualified institutional investor, you will be treated as a qualified institutional investor.
Financial Services Agency Public CommentThe document also states that "corporations that have been publicly announced in the Official Gazette as qualified institutional investors will be treated as qualified institutional investors for the duration of the announced 'period of qualifying as a qualified institutional investor,' even if their securities balance falls below 10 billion yen."
Q2. How do I prove that I meet the "certain requirements" for filing a qualified institutional investor notification? Do I need to submit supporting documents when filing the notification?
A. Basically, it's based on self-declaration. With a few exceptions, you are not required to submit supporting documents.
For example, when filing a notification of eligibility as an institutional investor under the "securities balance requirement," if the balance is just barely meeting the requirement at the time of filing, or if there are doubts about the asset details, you may be asked to submit additional supporting documents.
Q3. The criteria for the "securities balance requirement" for qualified institutional investors includes the term "most recent date." What is the meaning of "most recent date"?
A. The "most recent date" in the criteria for the "securities balance requirement" for qualified institutional investors refers to "the latest securities balance that can be confirmed (at the time of filing)."
Financial Services Agency Public CommentBased on this, for example, in the case of a corporation, the decision will be made on a case-by-case basis based on "the balance sheet as of the end of the most recent fiscal year," and in the case of an individual, based on "the latest transaction balance report issued by the financial instruments business operator, etc."
Q4. Can individuals also file a qualified institutional investor registration?
A. Individuals can also file a qualified institutional investor registration if they meet the necessary requirements.
The scope of qualified institutional investors is listed in Article 10 of the Cabinet Office Ordinance on Definitions of Financial Instruments and Exchange Act (Cabinet Office Ordinance on Definitions as Stipulated in Article 2 of the Financial Instruments and Exchange Act).
One option applicable to individuals is Article 1, Paragraph 24 of the same Act, which states that "individuals who have held a securities trading account for more than one year and whose outstanding securities holdings exceed 10 billion yen" are subject to registration as qualified institutional investors.
Q5. Can a foreign corporation that is not a resident of Japan file a qualified institutional investor notification?
A. Even foreign corporations that are not residents of Japan can file a qualified institutional investor notification if they meet the necessary requirements.
The scope of qualified institutional investors is listed in Article 10 of the Cabinet Office Ordinance on Definitions of Financial Instruments and Exchange Act (Cabinet Office Ordinance on Definitions as Stipulated in Article 2 of the Financial Instruments and Exchange Act), and several options are listed that assume foreign corporations not residing in Japan.
One procedural difference is that when a non-resident of Japan files a qualified institutional investor notification, it is usually necessary to appoint an agent to act as the contact person in Japan, and a "power of attorney" confirming the agent's authority must be attached to the notification.
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