The world of cryptocurrency has evolved rapidly, with increasing public awareness and a growing number of businesses entering the space. From TV commercials to investment platforms, digital assets are now a mainstream topic in Japan. However, the legal framework governing crypto assets can be complex, especially for businesses handling these technologies.
This guide explains how Japan regulates cryptocurrency, focusing on two key laws: the Fund Settlement Act and the Financial Instruments and Exchange Act (FIEA). Whether you're launching a crypto exchange, issuing tokens, or managing digital investments, understanding these regulations is essential for compliance and long-term success.
What Are Crypto Assets?
In Japan, the term “virtual currency” has been officially replaced with crypto assets, aligning with international standards. Legally, a crypto asset refers to a digital representation of value that can be transferred electronically and used for payments or exchanges with unspecified parties.
There are two main categories of crypto assets:
Bitcoin-Type Crypto Assets
These are decentralized digital currencies like Bitcoin and Ethereum, which have no central issuer. Their value is determined by market demand rather than underlying rights or promises. Because they lack a central authority, they are primarily treated as payment methods under Japanese law.
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ICO-Type Tokens
Initial Coin Offerings (ICOs) involve issuing digital tokens to raise funds. Unlike Bitcoin-type assets, ICO tokens have identifiable issuers. Their value depends on the rights granted to holders, as outlined in the project’s whitepaper. These tokens fall into three subcategories:
- Investment-type: Tokens that promise returns from business profits (e.g., dividends), making them function like securities.
- Usage-type: Tokens that grant access to future goods or services (e.g., platform credits).
- Non-rights-type: Tokens with no attached benefits or returns, often used for community engagement.
Understanding which category your token belongs to is critical—it determines whether your project falls under financial regulations.
Crypto Assets and the Fund Settlement Act
The Fund Settlement Act primarily regulates crypto assets used as payment methods. This includes Bitcoin and non-investment tokens that serve transactional purposes.
Legal Definition Under the Fund Settlement Act
According to Article 2(5) of the Act, a crypto asset must meet these criteria:
- Can be used to pay for goods or services.
- Exchangeable with fiat currencies (like JPY or USD).
- Stored and transferred electronically.
- Not legal tender or fiat-denominated instruments (e.g., prepaid cards).
- Not classified as “electronic recorded transfer rights” under the FIEA.
This definition excludes securities-like tokens, which are instead governed by financial regulations.
What Is a Crypto Asset Exchange Business?
Under Article 2(7) of the Fund Settlement Act, a crypto asset exchange business includes any entity that:
- Buys, sells, or exchanges crypto assets.
- Acts as an intermediary for such transactions.
- Manages user funds related to these activities.
- Holds crypto assets on behalf of others (as part of business operations).
Any company performing these functions must register with Japan’s Financial Services Agency (FSA) as a licensed exchange operator.
Key Regulatory Requirements
Registered crypto exchanges must comply with strict rules, including:
- Information security management to protect user data and assets.
- Customer protection measures, such as safeguarding client funds.
- Transparency in advertising—no misleading claims about returns or risks.
- Prohibited activities, such as market manipulation or insider trading.
- Record-keeping of all transactions and business operations.
- Annual reporting to regulators.
- Dispute resolution mechanisms through certified institutions.
These requirements ensure market integrity and consumer protection in Japan’s rapidly growing crypto ecosystem.
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Crypto Assets and the Financial Instruments and Exchange Act (FIEA)
When crypto assets function as investments—such as profit-sharing tokens—they fall under the FIEA, Japan’s primary securities law.
Legal Definition Under FIEA
The FIEA adopts the same definition of crypto assets as the Fund Settlement Act (Article 2, Item 24-3). However, its focus shifts when tokens represent investment rights.
Collective Investment Scheme Shares
Under Article 2(2)(5) of the FIEA, an arrangement qualifies as a collective investment scheme if:
- Investors contribute money or assets.
- The funds are used for business operations.
- Investors receive profits or asset distributions from those operations.
Previously, crypto assets weren’t considered “money” under this definition. But after the 2019 amendment, they are now recognized as valid contributions. This means:
If a fund accepts Bitcoin or other crypto from investors, it may be classified as a collective investment scheme—and thus subject to FIEA regulations.
Operators must then register as Type II Financial Instruments Businesses unless an exemption applies.
What Are “Electronic Recorded Transfer Rights”?
A key innovation in the FIEA is the concept of electronic recorded transfer rights (Article 2(3)). These are digital assets representing property value that can be transferred via electronic systems—essentially blockchain-based securities.
Although technically not traditional securities, these rights are treated as such due to their high liquidity and public distribution potential.
For example, tokenizing shares in a real estate fund creates an electronic recorded transfer right. If offered publicly, it triggers full securities disclosure obligations.
Regulatory Implications
If your token qualifies as an electronic recorded transfer right and is publicly offered:
- You must file a securities registration statement (Article 4).
- You must prepare and deliver an official offering document (Articles 13, 15).
- You are subject to anti-fraud and insider trading rules.
However, private placements to fewer than 50 qualified institutional investors may be exempt from full disclosure—offering a viable path for early-stage fundraising.
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Frequently Asked Questions (FAQ)
Q: Do I need a license to operate a crypto exchange in Japan?
A: Yes. Any business buying, selling, or exchanging crypto assets must register under the Fund Settlement Act with the FSA.
Q: Is my token considered a security under Japanese law?
A: If your token offers profit-sharing, repayment promises, or investment returns, it likely qualifies as a security under the FIEA.
Q: Can I conduct a private token sale without registration?
A: Yes, if you limit participation to fewer than 50 qualified institutional investors, you may avoid full securities registration.
Q: Are stablecoins regulated in Japan?
A: Yes. Since 2022, stablecoins pegged to fiat currencies are regulated under the Fund Settlement Act as payment instruments.
Q: What happens if I don’t comply with crypto regulations?
A: Non-compliance can result in fines, business suspension, or criminal charges. The FSA actively monitors unlicensed operations.
Q: How do I determine which law applies to my project?
A: Analyze your token’s purpose. If it's for payments—Fund Settlement Act. If it's for investment returns—FIEA applies.
Final Thoughts: Consult Legal Experts Early
Cryptocurrency regulation in Japan is nuanced and evolving. The distinction between payment-focused and investment-focused tokens determines which legal framework applies—and misclassification can lead to serious consequences.
Whether you're issuing tokens, running an exchange, or managing digital funds, seeking legal counsel from specialists in blockchain law is crucial. Proactive compliance not only avoids penalties but also builds investor trust and market credibility.
Core Keywords: cryptocurrency, crypto assets, Fund Settlement Act, Financial Instruments and Exchange Act, blockchain regulation, ICO tokens, Japanese crypto law