Update BRP Country Manual Products
Japan
without License out of Service Provider’s Country of Establishment (DEF, RO & BT)
| SOURCE OF CHANGES | ANSWERS |
|---|---|
| Law/Regulation | No |
| New Position of the Authorities | No |
| Evolution of Expert’s interpretation | Yes |
Definitions & Concepts, Regulatory Overview and Behaviour Template
The Country Manual has been reviewed to ensure that the content of all the documents remain accurate and up to date.
Material changes
In alignment with the Country Manual Private Banking (CM PB), the active provision of Macroeconomic information/reports and Investment research and Financial Analysis documents/reports is only permitted as long as it does not feature the value of specific financial products towards Retail Investors and is performed on an occasional basis only onshore in Japan (at target) (irrespective of the type of investor). Accordingly, the CM P BT now provides the answer “Grey zone/YES” in the relevant scenarios.
The mere execution of a client’s request does generally not trigger the “local distribution rules” provided that the relevant investor has requested the investment on its sole initiative without any prior solicitation or recommendation from the foreign (unlicensed) service provider’s side. However, in alignment with the CM PB, it is highlighted that any provision of execution only services by foreign (unlicensed) service providers onshore in Japan (at target) triggers local licensing requirements. In this regard, certain execution only scenarios are possible via remote means of communication into Japan (remote) and offshore (at source) without triggering local licensing requirements in reliance of an available exemption (mainly the Foreign Securities Firm Exemption). Therefore, the CM P BT answers the relevant onshore scenario with “NO” and the relevant remote as well as offshore scenarios with “Grey zone/YES”.
On the other hand, the provision of investment services as well as any product-related marketing activities performed in Japan (at target) towards Retail investors trigger local licensing requirements and should – in any case – only be performed on an occasional basis towards Professional Investors. The CM P BT hence answers the relevant onshore scenarios with “NO” and “Grey zone/YES”.
As a further consequence, in accordance with the relevant Private Placement Exemption CIS, the remote and offshore distribution of foreign (unregistered) CIS is now considered a “Grey zone/YES” in order to better reflect the evolving interpretation of the existing regulatory framework.
Non-material changes
Some comments and content have been slightly reworded/added in the CM, without introducing substantive changes to reflect the regulatory situation/current interpretation of the regulatory framework more accurately
For more information, please contact us: info@brpsa.com
Geneva, June 17th, 2025