On 15 September 2026, the Financial Services Agency announced that it had promulgated a partial amendment to a Cabinet Office Ordinance. As a result, rights that should be represented by uncertificated depositary securities were explicitly designated as “deemed securities.” In the past, the rights underlying ADRs were sometimes not represented by certificates, but they will now fall within the scope of the new definition.
On 15 September 2026, the Financial Services Agency announced and issued a notification concerning a partial amendment to a Cabinet Office Ordinance relating to the definitions under Article 2 of the Financial Instruments and Exchange Act. As a result, rights that should be represented by uncertificated depositary securities will newly be explicitly designated as “deemed securities.” The purpose of the amendment has been reported to be clarification of the regulatory treatment from the perspectives of organizing the listing framework and protecting investors. I will describe only the facts contained in the main text and therefore avoid adding background explanations or speculation.
When Japanese companies list in the US market, it is common for them to list American depositary receipts (ADRs) rather than the shares themselves. In practice, this is expected to cover cases in which the ADSs, representing the rights shown on the ADRs, are uncertificated. The application of the new definition will make the treatment of these rights subject to regulatory clarification.