Fund sponsors seeking to market their funds internationally — and accept subscriptions from investors in multiple jurisdictions — face an array of complex laws. This article explores the applicable regulatory exemptions for privately marketing limited partnership interests (or similar equity interests) available in Japan.

The marketing and sale of interests in private investment funds (investment partnerships) to residents of Japan are subject to regulation under the Financial Instruments and Exchange Law (FIEL) and the Law on Sales of Financial Products (LSFP). The Financial Services Agency of Japan (FSA) and the Kanto Local Finance Bureau (KLFB) are responsible for administration and enforcement of such laws and regulations.

EXEMPTIONS

Exemption from prospectus requirements: Under the FIEL, interests in an investment partnership are generally regarded as securities. A private placement exemption from the prospectus requirements applies to