Banking & Finance

Financial services: overview

In matters involving the raising of funds and the movement of money, what needs to be checked and what options are open depend on the transaction at issue — a loan, an equity investment, a purchase of receivables, or a service for moving funds. Even where the outcome is the same, in that funding has stopped, the order in which things are dealt with differs according to whether the cause is a step taken under a contract or a point raised by a regulator.

In this area, what matters also changes a great deal according to the position from which we are instructed. Each guide states whose position it is written from.

We act for companies. Our work covers separating out what a notice or a regulatory communication actually says, checking the contract against how the transaction was in fact carried on, dealing with the other party and with the authorities, and handling negotiations and procedures. This page points to individual guides according to the situation.

We do not offer views on how an administrative authority will decide a matter or on when it will do so. Whether a procedure is required, and how it is to be conducted, is something we explain after checking the particular case.

Last updated: September 18, 2026

How we can helpChecking the notice received and the deadlines / setting out the contract and the course of the transaction / securing records and materials / considering the approach to replying and to negotiations / responding in court proceedings / dealing with the authorities

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Contents

1. What is the situation?
2. Disputes over raising funds
3. Disputes over the purchase and collection of receivables
4. Responding where a service is said to be subject to regulation
5. Inquiries from the authorities, and problems arising inside the company
6. Related areas
7. Making an inquiry
Key legislation and official sources

1. What is the situation?

Inquiries fall into three broad groups. A dispute with a financial institution or an investor over the raising of funds. A problem concerning receivables that have been purchased or assigned. A regulatory question, where a point has been raised about the registration required for a service being provided or about the scope of business permitted.

The main points to have in order are: the transaction at issue and the parties to it; the contract and any later agreement varying it; how funds and receivables have actually moved; the content of any notice or regulatory communication received and the deadline attached to it; and the company's cash position. Depending on the matter, preserving records and suspending the acceptance of new business may need to proceed in parallel with meeting deadlines.

What follows is not a complete list of financial and finance topics. It sets out the situations for which we have prepared individual guides. The grouping follows the way a matter usually arrives, and one matter can involve more than one guide.

2. Disputes over raising funds

In a loan and in an equity investment, the rights held by the provider of the funds are different in nature. In a loan, repayment and the time limits set by the contract are central. In an equity investment, contractual rights sit alongside the rights a shareholder has under legislation. The notes below state the position each guide is written from.

Loan agreement disputes: suspension of lending and demands for repayment — from the position of the borrowing company. Refusal to make a new advance, suspension of drawdowns under a facility, and loss of the benefit of time followed by a demand for repayment in full rest on different grounds and call for different arguments in response. The guide also covers discussions about varying the terms, and the effect on security, guarantees and other borrowings.
Investor demands under investment agreements — from the position of the company that has taken in investment and of its founders. It separates demands directed at the company from demands directed at a founder personally, and claims made under the investment agreement from the exercise of rights held as a shareholder.

In either situation, the work is planned backwards from both the deadline for replying and the deadlines set by the company's cash position.

3. Disputes over the purchase and collection of receivables

In disputes over the purchase of accounts receivable, what is in issue is not only the wording of the contract but how the transaction was actually carried on. In particular, who in practice bore the loss when the account debtor did not pay bears on how the nature of the transaction is assessed.

Disputes over purchased accounts receivable — from the position of the purchasing company. It covers the situation where the user does not remit sums it has collected, where another assignee asserts rights over the same receivable, where it is said that the arrangement was in substance a loan and repayment is demanded, and where an inquiry is received from a regulator.

Where the problem is simply that a business partner has not paid, see When a business partner does not pay: unpaid receivables and late payment.

4. Responding where a service is said to be subject to regulation

Where it is said that a service being provided requires registration, or that it goes beyond the scope of business permitted, replying to the authority is not the whole of the response. Decisions have to be taken — whether to keep accepting new business, how to deal with funds already held, and what to tell business partners and when — at a stage when the assessment of the business model is not yet settled.

When a payment or remittance service is said to require registration — from the position of the service provider. It covers transactions not yet completed and funds already received, coordination with business partners, explanations to the authority, and the conduct of the business after corrective steps. Its main subject is the funds transfer business, a category of business under Japan's Payment Services Act for which registration with the authorities is required.
M&A involving financial services companies and financial regulation — where a regulated financial business is acquired or sold. It covers the treatment of registrations and licenses, the procedures relating to major shareholders, and the effect on the timetable for completing the transaction.

We also advise on matters involving crypto assets and other electronically recorded assets.

5. Inquiries from the authorities, and problems arising inside the company

Where an authority requests a report or carries out an inspection, the first things to establish are the scope of what is being asked for, the basis on which it is asked, and the deadline for responding. Whether the request is a voluntary inquiry or a demand made under legislation changes what a reply amounts to.

Responding to Regulatory Investigations and Dawn Raids — the initial response where a request for a report or an on-site inspection is received, preparing materials, the approach to replying, and the procedure that follows.
Internal investigations into suspected misconduct — the arrangements for the investigation, how the facts are established, preserving materials and data, interviews with those concerned, and how the findings are handled, including whether to make them public.
Responding to cyberattacks and information leaks — the initial response where unauthorized access or a leak of information is suspected, whether a report or notification is required, dealing with those affected, and public announcements.

Regulation outside the business-specific legislation, advertising and representations, and internal whistleblowing arrangements are covered under regulatory response and compliance. Where a party outside Japan is involved, and for investment by foreign investors and the suspension of remittances under economic sanctions, see international legal services.

For how the succession or sale of a company or a business is carried out, there are guides under M&A and business succession. For claims by shareholders and the liability of officers, see Responding to shareholder claims and disputes over control of the company. For the handling of user information and data, see also intellectual property, IT and data.

7. Making an inquiry

We advise companies, other legal entities and their executives on disputes over the raising of funds and the movement of money, and on responding where a regulatory point has been raised, according to the matter and the scope of the instructions.

Before we hear the details, we check for conflicts of interest and related points. When you first contact us, please give the company name, the name of the other party, an outline of the situation, and any deadline for responding. We will explain how to send contracts and transaction records after those checks.

Key legislation and official sources

English translations of legislation are provided for reference. The Japanese texts are authoritative.

Where it appears	Legislation	Source type
Loss of the benefit of time, demands for repayment, and the assignment of receivables (sections 2, 3)	Civil Code（民法）	Japanese legislation
Rights held as a shareholder alongside rights under an investment agreement (section 2)	Companies Act（会社法）	Japanese legislation
Perfection where the same receivable is assigned more than once (section 3)	Act on Special Provisions for the Civil Code Concerning the Perfection Requirements for the Assignment of Movables and Claims（動産及び債権の譲渡の対抗要件に関する民法の特例等に関する法律）	Japanese legislation
Whether an arrangement is in substance a loan (section 3)	Money Lending Business Act（貸金業法）	Japanese legislation
Registration for payment and remittance services, and the funds transfer business (section 4)	Payment Services Act（資金決済に関する法律）	Japanese legislation
Whether a report or notification is required where information has leaked (section 5)	Act on the Protection of Personal Information（個人情報の保護に関する法律）	Japanese legislation

Legal information reviewed: 2026-09-18

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Making an inquiry

Please tell us the outline of the situation, any notice you have received and its date, and any deadline you are working to.