User needs to confirm Qualified Investor status to purchase security tokens.

Types of PPs

Varies depending on the type of private placement. Three types of PP's:

QII Private Placement: only QII investors can participate, no limit on # of investors. Most large institutional investors (such as banks, insurance companies, securities dealers, investment advisors, investment corporations and any corporation or individual who has registered with the regulator that it holds sufficient amounts of securities, as required by law) are eligible as QIIs.

49-Investor Private Placement: anybody can be an investor, but limited to 49. Counts every person or entity solicited for the Securities, whether a QII or non-QII, towards the limitation of the number of investors, exclusive of the QIIs subject to the QII Transfer Restrictions. It does not matter whether or not they actually subscribe for the Securities. The 49 investors are counted on the basis of any investors solicited over the course of the preceding six month period and the relevant Securities offered are deemed to be any issued securities the kind of which is identical to the Securities in question.

Institutional QIIs

Qualified Institutional Investors, who are persons having expert knowledge of and experience with investment in Securities, include the following (Article 2(3)(i) of the FIEA; Article 10(1) of the Definition Ordinance):

  1. Financial Instruments Business Operators (limited to those that conduct Securities-Related Business or Investment Management Business)
  2. Investment corporations
  3. Foreign investment corporations
  4. Banks
  5. Insurance companies
  6. Foreign insurance companies
  7. Shinkin banks and federations of Shinkin banks
  8. Labor banks and federations of labor banks
  9. Norinchukin Bank or Shoko Chukin Bank
  10. Credit cooperatives* and federations of credit cooperatives*
  11. Federations of agricultural cooperatives that are able to receive deposits or provide mutual aid service on a regular basis
  12. Federations of mutual aid fishery cooperatives
  13. Regional Economy Vitalization Corporation of Japan (limited to the case of purchasing claims against a business operator subject to rehabilitation)
  14. Rehabilitation Support Organization for Companies Damages by the Great Easy Japan Earthquake (limited to the case of purchasing claims against a target business operator)
  15. Persons engaged in the management and investment of the fiscal loan fund
  16. Government Pension Investment Fund
  17. Japan Bank for International Cooperation
  18. The Okinawa Development Finance Corporation
  19. Development Bank of Japan
  20. Agricultural cooperatives that are able to receive deposits or savings on a regular basis**
  21. Federations of fishery cooperatives that are able to receive deposits or savings on a regular basis**
  22. Call loan brokers (limited to Registered Financial Institutions)
  23. Venture capitals (stated capital: 500 million yen or more)*
  24. Investment LPS
  25. Employees' pension funds (net assets: 10 billion yen or more)*
  26. Corporate pension funds (net assets: 10 billion yen or more)*
  27. Pension Fund Association
  28. Organization for Promoting Urban Development (in the case of acquiring corporate bonds of approved business operators)
  29. Trust companies (excluding management-type trust companies)*
  30. Foreign trust companies (excluding management-type foreign trust companies)*
  31. Judicial persons (the balance of Securities held: one billion yen or more)*
  32. Juridical persons which are Operating Partners of a partnership (the balance of Securities held by the partnership: one billion yen or more; and the conset of all the other partners)*
  33. Specific Purpose Companies (the balance of Securities which are specified assets: one billion yen or more; and other requirements)*
  34. Foreign Financial Instruments Business Operators*
  35. Foreign national governments*
  36. Foreign employees' pension funds (net assets: 10 billion yen or more)*

Individual Qaulified Institutional InvestorsĀ 

  1. Individuals (the balance of Securities held: one billion yen or more; and one year has elapsed from the day of opening the account)*
  2. Individuals who are Operating Partners of a partnership (the balance of Securities held by the partnership: one billion yen or more; and the consent of all the partners)*

* Limited to those that have made notification to the FSA Commissioner

** Limited to those designated by the FDA Commissioner

Document requirements

Any documents showing that the User meets the requirements.

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