Security Token Offering (STO) License in Japan

• Issuance and public/qualified offerings of ERTR security tokens

• Solicitation/placement via a Type I FIBO; underwriting/placing (if authorised)

• Operating a Proprietary Trading System (PTS) for secondary trading (if licensed)

• Tokenholder registry/transfer agent integrations; custody/escrow via trust banks

• Distribution to professional/retail investors per disclosure & suitability rules

• Route A: Register as Type I Financial Instruments Business Operator (FIBO); Route B: partner with a licensed Type I FIBO

• Compliance with FIEA disclosure (prospectus or exemption), advertisement & solicitation rules; JSDA STO guidelines

• Investor protection: suitability/appropriateness, conflicts management, best execution via brokers/PTS

• Client asset segregation; qualified custody/trust arrangements; reconciliations & reporting

• AML/CFT incl. Travel‑Rule‑equivalent for transfers; sanctions screening; STRs to JAFIC

• IT/cybersecurity for tokenisation platform; smart‑contract audits; incident reporting; BCP/DR; outsourcing oversight

• Recordkeeping & retention; complaints/incident registers; periodic reporting to FSA/JSDA

Core Japan team (indicative):

• Representative Director/CEO (Japan‑based)

• Head of Compliance & MLRO; Legal/Disclosure lead

• Product/Structuring lead; Operations/Settlement lead

• Risk Manager; Internal Audit (independent/proportional)

• IT/Security (CISO); DevOps/QA; Smart‑contract engineer

• Investor Relations/Client Protection officer

• Tokenisation engine (ERC‑1400/permissioned chain support or equivalent)

• KYC/IDV; PEP/sanctions screening; transaction monitoring; Travel‑Rule gateway

• Registry/transfer agent module; corporate actions & coupon/benefit distribution

• Broker/PTS connectivity (APIs/FIX); allocation & bookbuilding tools

• Disclosure/MI dashboards; audit trails; document management; e‑signatures

• Incident & complaints registers; vendor/outsourcing management

Domestic offering and secondary trading in Japan; cross‑border distribution subject to target jurisdictions’ securities laws and exchange control rules.

• Corporate tax: national 23.2% headline + local enterprise taxes (effective commonly ~30%).

• Consumption tax: 10% standard; many securities issuance/transfer services are out of scope/exempt.

• Withholding taxes may apply on interest/dividends for investors; issuer obligations apply.

• Issuer operational and escrow accounts with Japanese banks.

• Trust/custody accounts for client assets via trust banks/custodians; settlement accounts with PTS/brokers.