On 13 November 2026 the Financial Services Agency (FSA) published a draft Cabinet Order, draft Cabinet Office Orders and related materials under the 2026 amendments to the Financial Instruments and Exchange Act (FIEA) concerning sustainability disclosure and assurance and the facilitation of financing for startups, and opened a public comment period.
The drafts implement the parts of the Act Partially Amending the Financial Instruments and Exchange Act and the Payment Services Act (Act No. 64 of 2026; the "Amendment Act"), enacted on 15 July 2026, that deal with corporate sustainability disclosure and assurance and with financing for startups.
This page sets out what the FSA published, based on the announcement and the statutory text.
Overview
| Item | Details |
|---|---|
| Date | 13 November 2026 |
| Published by | Financial Services Agency |
| Underlying statute | Act Partially Amending the Financial Instruments and Exchange Act and the Payment Services Act (Act No. 64 of 2026) |
| Drafts published | One Cabinet Order, 17 Cabinet Office Orders and similar rules, 7 public notices, and 8 supervisory guidelines, disclosure guidelines and Q&A documents (Appendices 1 to 33) |
| Comment deadline | 17:00 on Sunday 13 December 2026 (must arrive by then) |
| How to comment | Via the e-Gov public comment page, or by post to the Corporate Accounting and Disclosure Division, Policy and Markets Bureau, FSA |
| Planned entry into force | Promulgation after the comment period and required procedures, with entry into force planned for 1 April 2027 |
According to the revision history on e-Gov Laws Search, Act No. 64 of 2026 was promulgated on 23 July 2026, and the version of the FIEA taking effect on 1 April 2027 contains new provisions on preparation standards for specified non-financial information (Article 26-4) and on assurance by specified non-financial information assurance providers (Article 26-5).
Sustainability disclosure and assurance
Companies covered ("specified filers")
| Item | Draft rule |
|---|---|
| Scope of specified filers | Companies with shares listed on a "financial instruments exchange market designated by the Commissioner of the FSA" and an average market capitalization of JPY 500 billion or more |
| Designated market | Tokyo Stock Exchange Prime Market (to be designated by public notice) |
| How the average is measured | Average market capitalization at the end of the fiscal year preceding the reporting year and at the end of each of the four fiscal years before that |
| Disclosure standards | The SSBJ Standards published by the Sustainability Standards Board of Japan (SSBJ) by 11 June 2026, to be designated by public notice |
Specified filers must prepare the specified non-financial information in their annual securities reports and similar documents in accordance with the prescribed preparation standards, and must obtain assurance from a specified non-financial information assurance provider (FIEA Articles 26-4 and 26-5 as amended).
When the requirements apply (draft transitional measures)
| Average market capitalization | Obligation to prepare under the standards | Obligation to obtain assurance |
|---|---|---|
| JPY 3 trillion or more | Fiscal years beginning on or after 1 April 2027 (*) | Fiscal years beginning on or after 1 April 2027 |
| JPY 1 trillion to under 3 trillion | Fiscal years beginning on or after 1 April 2027 | Fiscal years beginning on or after 1 April 2028 |
| JPY 500 billion to under 1 trillion | Fiscal years beginning on or after 1 April 2028 | Fiscal years beginning on or after 1 April 2029 |
(*) According to the FSA, Prime Market companies with an average market capitalization of JPY 3 trillion or more are already required, under Article 2(1) of the Supplementary Provisions of Cabinet Office Order No. 5 of 2026, to disclose in accordance with the sustainability disclosure standards from fiscal years ending on or after 31 March 2027.
Early application is permitted for each requirement. A company that is a "specified issuer" (such as a listed company filing annual securities reports) but not a specified filer may obtain assurance voluntarily (Article 26-5(6) as amended; applicable from fiscal years beginning on or after 1 April 2027, with early application permitted).
The drafts also provide for "two-stage disclosure": for the first year of application and the following year, a company may omit the specified non-financial information from its annual securities report and instead file an amendment report containing it by the deadline for the next half-year report.
Specified non-financial information assurance providers
| Item | Draft rule |
|---|---|
| Minimum capital | JPY 20 million [Cabinet Order] |
| Operational control | A quality control function and related systems [Cabinet Office Order] |
| Engagement partners' knowledge and experience | Knowledge of the sustainability disclosure standards and at least three years of relevant experience [Cabinet Office Order] |
| Special interests | For example, a debtor-creditor relationship with the specified filer, or an engagement partner serving as an officer of the specified filer [Cabinet Order and Cabinet Office Order] |
| Rotation | Engagement partners rotate after seven years, with a two-year cooling-off period [Cabinet Order] |
| Registration | Applications may be filed before the effective date [Cabinet Order] |
The drafts also add a change of assurance provider as a ground for filing an extraordinary report, and require annual securities reports and similar documents to state the name of the assurance provider, the sections covered and the assurance fees, and to attach the assurance report.
Safe harbor from civil liability and the confirmation letter
| Item | Draft rule |
|---|---|
| Information covered | Forward-looking information, estimates and information obtained from third parties other than subsidiaries, contained in prospectuses and documents made available for public inspection (excluding information in the "financial information" (keiri no jokyo) section) |
| Conditions | The statements of the underlying facts, assumptions and reasoning are true; the statement of the issuer's procedures for reviewing and evaluating the appropriateness of the information is true; and the confirmation letter is true |
| Confirmation letter | Matters relating to disclosure controls and procedures are added |
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| Item | Draft rule |
|---|---|
| Filing exemption threshold | With the threshold for exemption from filing a securities registration statement rising from under JPY 100 million to under JPY 500 million, the amounts used in aggregation rules and similar provisions are raised [Cabinet Office Order] |
| Securities notices | Defines the range of total issue or offer amounts for securities notices that newly become available for public inspection and how those amounts are calculated, and adds required attachments [Cabinet Office Order] |
| Equity compensation (solicitations to officers and employees) | Solicitations under contracts or plans meeting certain conditions, under which officers and employees acquire shares or share options, are treated as private placements or private secondary distributions [Cabinet Order and Cabinet Office Order] |
| Extraordinary report | Required upon a board (or similar) resolution where shares allotted for such solicitations are expected to reach 1% or more of the shares outstanding at the end of the preceding fiscal year [Cabinet Office Order] |
| Securities for specified investors | Adds the issuer's shareholders, officers and employees, and persons seeking to carry out M&A with the issuer (limited to those conducting due diligence) to those who may be solicited without a filing [Cabinet Office Order] |
| Special brokerage of unlisted securities | Adds the issuer's shareholders and persons seeking to carry out M&A with the issuer (limited to those conducting due diligence) as eligible investors [Cabinet Office Order] |
On e-Gov Laws Search, the threshold for small public offerings and secondary distributions in FIEA Article 4(1) reads "less than JPY 100 million" (item (v)) in the current version and "less than JPY 500 million" (item (iv)) in the version taking effect on 1 April 2027.
For shares, the conditions for solicitations to officers and employees are either that transfer is prohibited and the prohibition is lifted on continued service for a set period (upfront delivery), or that continued service for a set period is a condition of acquiring the shares (deferred delivery). "Officers and employees" would mean officers and employees of the issuer and its subsidiaries.
Officers and employees who acquired shares through such solicitations would be excluded when counting the number of persons for small-number private placements, and the shareholder-count threshold that triggers the obligation to file annual securities reports would be "1,000 plus the number of officers and employees who acquired the shares".
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Other changes
- Public inspection of disclosure documents filed through EDINET would be made solely via the internet [Cabinet Order]
- Delegation of authority would be reviewed, including unifying the authority to accept shelf registration statements and shelf registration supplements [Cabinet Order and Cabinet Office Order]
- The guidelines would clarify how "a false statement on a material matter" is understood for orders to amend disclosure documents [Guidelines]
- The guidelines would give, as an example of conduct that is not solicitation, providing information on a company's business at a pitch event without referring to any specific securities [Guidelines]
The FSA states that it will publish later the draft public notice designating the standards (published by the Business Accounting Council) to be followed in assurance of specified non-financial information, and the draft standards themselves.
Sources
- FSA, "Publication of the draft Cabinet Order, Cabinet Office Orders and related materials relating to the 2026 amendments to the Financial Instruments and Exchange Act (sustainability disclosure and assurance; facilitating financing for startups)" (13 November 2026, Japanese) https://www.fsa.go.jp/news/r8/shouken/20261113/20261113.html
- Financial Instruments and Exchange Act (e-Gov Laws Search, Japanese) https://laws.e-gov.go.jp/law/323AC0000000025
This page is compiled from material published by government agencies and from statutory text. Please consult a lawyer where a decision is needed on sustainability disclosure and assurance, or on solicitations of securities for equity compensation, fundraising or M&A.