Japan's Financial Services Agency has finalized an amendment to the Cabinet Office Ordinance on Definitions under the Financial Instruments and Exchange Act, promulgated on September 15, 2026. The headline change: when a group company's solicitation of its parent's corporate bonds, including digital ones, can be treated as equivalent to the issuer's own solicitation, that group company no longer has to register as a financial instruments business. The new carve-out sits in Article 16, Paragraph 1, Item 7-3 of the definition ordinance and takes effect September 16.
The exemption is conditional, not automatic. The FSA's published responses to 29 public comments spell out what "equivalent to the issuer" requires: the group company must solicit according to a policy the issuer itself has set, and it must periodically report its solicitation activity back to the issuer, at a frequency judged case by case rather than fixed by rule. More strikingly, the group company must itself guarantee repayment of the bond's principal and interest, and itself stand ready to supply the issuer funds if the issuer cannot cover its debt. The FSA told commenters twice that outsourcing either the guarantee or the funding backstop to a third party will not satisfy the requirement. The exemption covers both face-to-face solicitation and sales through a webpage, and it is not limited to blockchain-recorded bonds despite the "digital bonds" label in the FSA's own release title.
Compliance officers hoping for more precision did not get it. Commenters asked the agency to publish a supervisory-guideline revision or an FAQ spelling out exactly which capital ties, outsourcing arrangements or officer overlaps make a group company count as issuer-equivalent, plus a standard checklist for disclosing blockchain-specific technical risks. The FSA's answer, twice, was that the ordinance's own text already covers it and no further guidance is being committed. A related change easing rules for domestic venture funds investing in overseas venture funds takes effect the same day. A separate provision clarifying that rights represented by non-certificated depositary receipts count as securities does not take effect until October 5, 2026.