The Japan Financial Services Agency published updated instructions for submitting Large Holdings Reports and Change Reports under Japan’s large shareholding reporting system, including points to note for amendments to the Financial Instruments and Exchange Act that take effect on 1 May 2026. The update highlights changes to the calculation of shareholding ratios and the scope of joint holders that may affect whether a filing is required, and introduces revised report formats. The guidance reiterates that holders of more than 5% of listed shares must file a Large Holdings Report within five business days from the day after becoming a holder, and that a Change Report is required within five business days from the day after a material change, including a 1 percentage point or more increase or decrease in the holding ratio. Reports must be filed electronically via EDINET and cannot be submitted on paper, and EDINET filing exempts submitters from sending copies to the issuer and the financial instruments exchange. The page also sets out the prescribed forms for different joint holder scenarios and describes required attachments, including intermediary or agent details in specified cases and supporting documents for individuals where address details are abbreviated or dates of birth omitted, to be submitted as non-public documents via EDINET. For reporting obligations arising on or after 1 May 2026, submitters must use the new form, while obligations arising up to 30 April 2026 must be reported using the old form even if the submission is made after the effective date.
Japan Financial Services Agency 2026-04-24
Japan Financial Services Agency issues updated filing guidance and new forms for large shareholding reports effective 1 May 2026
The Japan Financial Services Agency updated instructions for submitting Large Holdings Reports and Change Reports under Japan’s large shareholding reporting system, reflecting amendments to the Financial Instruments and Exchange Act effective 1 May 2026. The guidance clarifies changes to shareholding ratio calculations, the scope of joint holders, electronic-only EDINET filing requirements, prescribed forms and attachments, and specifies that new forms apply to reporting obligations arising on or after 1 May 2026, with prior obligations continuing on the old forms.