Pro-Innovation
About
Updates
Services
Member
Blog
Contact
.

Japan's New Disclosure Rules for Crypto Assets: What Issuers and Exchanges Must Publish

Cover Image for Japan's New Disclosure Rules for Crypto Assets: What Issuers and Exchanges Must Publish
Masayuki Tani

The Short Answer

According to the FSA's working group, disclosure about crypto assets in Japan has so far been required only of exchanges, under the industry's self-regulatory rules. The 2026 amendment to the Financial Instruments and Exchange Act (金融商品取引法, Kin'yū Shōhin Torihiki-hō, or "FIEA") makes disclosure a statutory duty, in two layers.

  • The issuer layer applies to "specified crypto assets", meaning tokens with an identifiable issuer. An issuer that offers such a token to the public must publish information about the token and about itself before the offering, and must then publish annual and ad hoc updates.
  • The exchange layer applies to every token a licensed exchange handles. Before it starts handling a token, the exchange must publish the issuer's information where it exists, and otherwise basic information that it prepares itself.

The liability rules for false information are modelled on those for securities disclosure.

Where Things Stand

The amendment act (Act No. 64 of 2026) was enacted on 15 July 2026 and promulgated on 23 July 2026. It moves the regulation of crypto-asset trading from the Payment Services Act (資金決済法, Shikin Kessai-hō) into the FIEA. Our overview of the amendment describes the full set of changes.

The disclosure rules take effect with the other crypto provisions, on a date to be set by Cabinet Order within one year of promulgation, so no later than 22 July 2027. What must be disclosed, and many of the thresholds, are left to a Cabinet Order and Cabinet Office Ordinances.

Why Disclosure Became a Legal Duty

The FSA's explanatory materials for the bill point to a problem with white papers. Descriptions in them are often unclear, and often differ from what the token's code actually does. The Financial System Council's Working Group on Crypto-asset Systems, whose report the FSA has published in English, recommended disclosure rules in response.

The new rules sit in a new chapter of the FIEA (Chapter II-7, Articles 27-39 to 27-68). Its first section deals with issuers and its second with exchanges.

Which Tokens Have an Issuer

The act defines a "specified crypto asset" (特定暗号資産, tokutei angō shisan) as a crypto asset that only a specific person has the authority to issue, together with similar tokens designated by Cabinet Office Ordinance (amended FIEA Article 2(50)). The "specified crypto asset issuer" is the person who issues or intends to issue it (Article 2(51)).

The working group report proposed that, in principle, a token be treated as having an identifiable issuer where any of the following is true:

  • only a specific party can issue or generate it,
  • it runs on a permissioned blockchain, or
  • it is issued under a token standard such as ERC-20, so that someone defines its specifications.

Tokens issued under ERC-20 vary widely. The deployer may keep the power to mint new tokens or upgrade the contract, or may have given that power up so that no one controls the token any longer. Whether such a token has an identifiable issuer should depend on those facts. The report adds that, because new forms of crypto asset may emerge, the framework should stay flexible so that determinations can be made in light of the actual circumstances. The tokens to be treated as similar will be designated by Cabinet Office Ordinance (Article 2(50)). As a rule, a draft of that Ordinance must first be put out for public comment (Administrative Procedure Act, Article 39), and how it treats tokens like these should become clearer through that process.

The FSA's materials give tokens sold through an initial exchange offering (IEO) as an example of a token with an issuer, and bitcoin as an example of a token without one.

The Issuer Layer

What triggers it

The issuer's duty attaches to a "public offering or secondary distribution of specified crypto assets" (特定暗号資産の募集・売出し). It covers soliciting purchases of newly issued tokens and of tokens already issued. Broadly, any such solicitation is caught unless it falls within an exclusion (Article 2(52)).

Private placements are excluded. A solicitation of qualified institutional investors only, or of a small number of persons, falls outside the definition if a Cabinet Order's conditions are met. Those conditions concern how likely the tokens are to pass to non-professional investors or to many holders (Article 2(52)(ii)). The working group report proposed a small-number threshold of 49 persons.

Ordinary exchange trading is also excluded. Sales on a licensed exchange's trading platform by persons other than the issuer and its closely related parties are excluded, as are other trades a Cabinet Order designates (Article 2(52)). According to the FSA's materials, tokens given away for free, or as rewards for mining, are also outside the rules.

A private placement has its own conditions. The person soliciting must tell buyers that no disclosure has been published, along with other matters set by Ordinance, and must provide that information to them before or at the time of the sale (Article 27-49). If a qualified institutional investor that bought in a placement later solicits non-professional buyers, that solicitation needs the issuer's published information first (Article 27-39(2)).

What must be published before the offering

Before an offering, the issuer must publish "specified crypto asset information" (Article 27-39(1)). The statute describes it in three items:

  • basic information about the token that investors should be given,
  • the terms of the offering, and
  • the issuer's name, its business relating to the token, its financial condition and other matters.

The detailed content of each item will be set by Ordinance. The issuer must also file what it publishes with the authorities (Article 27-55).

The financial information must be audited by an independent certified public accountant or audit firm (Article 27-59). The audit is not required where the amounts investors pay meet a Cabinet Order's small-amount conditions. The FSA's explanatory materials say that, for this case, an investment cap modelled on equity crowdfunding is planned. In outline, an investor would be able to put in JPY 500,000, and more only up to 5% of income or net assets, with JPY 2 million at most. Professional investors would not be capped.

Continuing disclosure

An issuer that has made an offering under these rules must then:

  • publish updated information about the token and about itself for each business year, within three months of the year's end (Article 27-50(1)),
  • publish without delay any event specified by Ordinance (Article 27-51),
  • publish a correction whenever published information needs correcting (Article 27-52), and
  • keep published information publicly available for five years (Article 27-54(1)).

The FSA can approve an end to periodic disclosure, having regard to the token's liquidity and other circumstances (Article 27-50(1), proviso). Decentralization of the token is the example the FSA's materials give. They add that the exchange takes over the disclosure from then on, and the statute requires the exchange to publish its own crypto-asset information in that case (Article 27-60(2)). If the authority to issue the token passes to another person, the duty to publish periodic information passes with it (Article 27-56).

The Exchange Layer

Under the act, licensed crypto exchanges are financial instruments businesses that carry on "crypto-asset trading business" (暗号資産取引業, angō shisan torihikigyō). Their disclosure duties depend on whether the issuer has published information.

Where the issuer has published information

An exchange that handles an issuer's offering must first publish the issuer's information itself (Article 27-39(4)). Those selling in the offering, including the exchange, must provide that information to each buyer before or at the time of the sale (Article 27-40). There are exceptions for qualified institutional investors and for existing holders of the token who agree to go without it, unless they ask for it.

An exchange that starts handling a token for which issuer information is already on record must publish that information beforehand. The same applies, within a period set by Ordinance, where an issuer publishes information about a token the exchange already handles, and to the issuer's later updates (Article 27-53).

An exchange that learns that the issuer information is materially false or incomplete must not publish it until a correction is published. In the case of an offering or a new listing, it must also not go ahead until then (Articles 27-39(4), 27-40(2) and 27-53(1) and (4)).

Where there is no issuer information

For any other token, the exchange must publish "crypto-asset information" (暗号資産情報) before it starts handling the token (Article 27-60(1)). This is basic information about the token that investors should be given, as set by Ordinance, and the exchange prepares it itself. This covers tokens without an issuer, such as bitcoin, and tokens with an issuer that has made no offering subject to the issuer layer.

After that, unless an Ordinance exception applies, the exchange must publish ad hoc information without delay when it learns that an event specified by Ordinance has occurred (Article 27-61), and must publish corrections (Article 27-62). As a rule, the information must stay publicly available until the exchange stops handling the token (Article 27-63). It must also be filed with the authorities within a period set by Ordinance (Article 27-64). The act sets no annual update for this layer.

Keeping the Information Accurate

Civil liability

  • An issuer whose offering information is materially false or misleading is liable to buyers in the offering, unless a buyer knew of the problem (Article 27-42). The issuer cannot escape by showing it took care. Damages are calculated by a statutory formula: the price the buyer paid, less the token's market value when the claim is made, or less the sale price if the buyer has already sold. The issuer can reduce this by proving that some of the loss came from causes other than the false information (Article 27-43).
  • Directors, selling holders and the auditor are also liable to those buyers. Directors and selling holders escape liability if they prove they did not know and could not have known with reasonable care, and the auditor if it proves it was not at fault (Article 27-45).
  • The issuer is also liable for false information in anything it publishes under the issuer layer to people who bought or sold the token while the information was published, unless it proves it was not at fault or the claimant knew of the falsity. Where the false information is offering information, buyers in the offering itself are covered by the rules above instead. Holders who bought in the year before the falsity was disclosed, and still hold, can treat as their loss the average market price in the month before that date less the average in the month after, subject to the same kind of reduction for other causes (Article 27-46).
  • Whoever makes an offering without the required publication, whether the issuer or another seller, is liable to those who bought in it for the resulting loss (Article 27-41).
  • An exchange is liable for materially false crypto-asset information it publishes, if it was at fault, to customers who traded the token through it while the information was published, unless they knew it was false (Article 27-67). An exchange that sells a token without publishing crypto-asset information as required is liable to the buyers (Article 27-66).

Regulatory and criminal enforcement

The FSA can order an issuer or an exchange to publish a correction and to suspend publication of the false information, after a hearing (Articles 27-57 and 27-65). It can also require reports and inspect records (Articles 27-58 and 27-68).

Publishing offering or periodic information that is false in a material respect is punishable by up to ten years' imprisonment, a fine of up to JPY 10 million, or both (Article 197(1)). False ad hoc information, and an offering made without the required publication, are punishable by up to five years' imprisonment, a fine of up to JPY 5 million, or both (Article 197-2). The amendment also adds administrative surcharges for disclosure failures by issuers and exchanges (Articles 172-13 to 172-19). The Securities and Exchange Surveillance Commission can conduct criminal investigations into offences under the FIEA that a Cabinet Order designates (Article 210(1)). The FSA's materials say that false statements in disclosure will be among them.

When the Rules Apply

The disclosure rules do not apply to a solicitation that began before the effective date (Supplementary Provisions, Article 4).

An exchange that is already handling tokens on the effective date is treated as starting to handle each of them on that date. It must publish crypto-asset information about those tokens within three months (Supplementary Provisions, Articles 8(5) and 9(4)).

What to Watch

The points to watch in the subordinate rules are:

  • the Ordinance designating the "similar" tokens under Article 2(50), and who counts as their issuer,
  • the Ordinances setting the content of issuer information and of crypto-asset information, and the events that trigger ad hoc disclosure,
  • the Cabinet Order conditions for private placements and for the small-amount audit exemption, and
  • the Cabinet Order fixing the effective date.

This article is general information, not legal advice. If you need legal advice on offering a token to investors in Japan, or on listing or selling tokens to customers in Japan, get in touch.

References

Singapore

Pro-Innovation Consulting Pte. Ltd.

14 Robinson Road, #08-01A Far East Finance Building,

Singapore 048545

Tokyo

Pro-Innovation Legal

2F Tensho Nihonbashi Bldg., 8-13 Kobunacho,

Nihonbashi, Chuo-ku, Tokyo, Japan 103-0024

© Copyright Pro-Innovation Legal & Consulting Pte. Ltd. All Rights Reserved.