JAPAN Law and Practice Contributed by: Ken Kawai, Shunsuke Aoki, Takeshi Nagase and Keisuke Hatano, Anderson Mori & Tomotsune
case-by-case basis according to the functions and purposes of the RWA Token in question. For the clas - sification of the legal nature of specific RWA Tokens, see 10.3 Classification of Blockchain Assets . Against this backdrop, and given the existing issues surrounding the legal nature of RWA Tokens, efforts have been made toward more legal certainty with regard to RWA Tokens. More specifically, in the FY2023 Supplementary Budget Project “Demonstra - tion Project for Building Digital Public Goods Utilis - ing Web3.0 and Blockchain”, implemented by the Social Implementation Promotion Centre under METI, “Guidelines for Utilising RWA Tokens” were published in February 2025 for purposes of clarifying the legal issues related to RWA Tokens. 10.5 Regulation of Blockchain Asset Trading Platforms Trading Platforms for Crypto-Assets An operator of a trading platform for purchases, sales or exchanges of crypto-assets is regulated under the PSA. More specifically, a person who engages in intermediary, brokerage or agency activities for the trading or exchange of crypto-assets as a business is regarded as a CAESP and is required to register under the PSA. A typical example of a CAESP is a regulated crypto-asset exchange, such as bitFlyer or Coincheck. See 10.9 Decentralised Finance (DeFi) regarding peer-to-peer trading platforms for crypto- assets. Trading Platforms for NFTs See 10.12 NFTs . Trading Platforms for Digital Securities 25 December 2023 saw a highly anticipated first sec - ondary trading of digital securities on a PTS (ie, an equivalent of an alternative trading system in the USA). The PTS, known as START, is operated by Osaka Digi - tal Exchange Co., Ltd under the FSA’s authorisation. Currently, only seven issues of digital securities are traded on START, but this is expected to increase in the near future. The regulator’s attitude towards the secondary market for digital securities is stringent, so the introduction of a pure peer-to-peer trading platform for digital securi -
ties in Japan will require careful analysis as to its legal - ity – as well as significant discussion with the FSA, particularly from the consumer protection viewpoint. 10.6 Staking There are no provisions for staking under Japanese law. Accordingly, the staking of one’s own crypto- assets or becoming a validator is not regulated in Japan. It should be noted, however, that if staking ser - vice providers manage the private keys of users’ cryp - to-assets, crypto-asset custody service regulations may apply. In addition, fund regulations might apply if the staking service providers distribute rewards to and impose slashing penalties on their users. 10.7 Crypto-Related Lending Under Japanese law, crypto-asset lending services do not constitute engagement in money-lending business, which is regulated under the MLBA, as no money lending is involved. It should be noted, how - ever, that crypto-asset custody service regulations may apply where a service is considered provision of crypto-asset custody services and not lending of crypto-assets. According to the Crypto-Asset Guide - lines issued by the FSA (the “Crypto-Asset Guide - lines”), one factor that distinguishes between lending and provision of custodial services is whether users can withdraw their assets at any time or whether there is a specific required period of non-withdrawal. With the above said, it is stated in the FSC Report that businesses that borrow crypto-assets from indi - vidual investors and others, manage them through staking or re-lending, and return them to users with interest after a certain period, involve the bearing of risks by users. More specifically, users (lenders) bear business operators’ credit risks (including the risk of being subject to slashing) and risks of fluctuations in the price of crypto-assets. From a user’s perspective, crypto-asset lending involves taking on risks in pursuit of returns (ie, interest). Therefore, in the interest of user protection, it has been proposed that such activities
be subject to regulation under the FIEA. 10.8 Cryptocurrency Derivatives
The amended FIEA, which came into force on 1 May 2020, includes specific regulations on crypto- asset derivatives. As a consequence of the inclusion
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