Japan’s PSA Crypto Exchange Registration: Requirements & Checklist

Japan CAESP Registration Checklist

Registration Requirements Overview

This tool helps you determine if your exchange meets the core requirements for CAESP registration under Japan's Payment Services Act (PSA).

Compliance Results
Detailed Checklist:

Japan has turned crypto into a legal, property‑based asset, but the government’s guardrails are anything but casual. If you’re thinking about launching a crypto exchange in the Land of the Rising Sun, you’ll need to navigate the PSA registration Japan maze - a process that can swallow months, millions of yen, and a mountain of paperwork.

Key Takeaways

  • Any entity that buys or sells crypto as a business must register as a Crypto‑Asset Exchange Service Provider (CAESP) under Japan’s Payment Services Act (PSA).
  • Minimum capital is ¥10million and you must show positive net assets.
  • Only stock companies (kabushiki‑kaisha) can qualify - foreign firms must set up a Japanese subsidiary.
  • Customer coins must be kept at least 95% offline and fully ring‑fenced from the operator’s balance sheet.
  • The whole application takes up to six months, but preparation can easily double that time.

What the PSA Actually Is

Payment Services Act (PSA) is Japan’s primary legislation governing crypto‑asset exchange services. Enacted in 2019 and repeatedly amended, the PSA defines a “crypto asset” as any payment mechanism not denominated in fiat money that can be transferred to an unidentified party. In plain English, Bitcoin, Ethereum, and most standard tokens fall under the law, while e‑money cards or bank‑issued stablecoins do not.

Who Must Register?

If you are engaged in the purchase or sale of crypto assets as a business, you are automatically a Crypto‑Asset Exchange Service Provider (CAESP) and are required to register with the Financial Services Agency (FSA), Japan’s financial watchdog. Operating without registration is a criminal offense - punishable by up to three years imprisonment (or confinement punishment after the 2022 Penal Code amendment) and fines of ¥3million.

Core Registration Requirements

The PSA lays out a stringent checklist. Below is a practical breakdown of each bucket.

  • Legal Form: Must be a Japanese stock company (kabushiki‑kaisha). Foreign entities cannot register as a branch; they need a wholly‑owned subsidiary.
  • Capital Threshold: Minimum paid‑in capital of ¥10million (≈ USD70,000) and positive net assets at the time of application.
  • Organizational Structure: A board of directors, at least one compliance officer, and a dedicated IT security team.
    • Internal policies must cover anti‑money‑laundering (AML), know‑your‑customer (KYC), and cyber‑risk management.
  • Segregation of User Assets: At least 95% of user‑held crypto must be stored in offline cold wallets, fully ring‑fenced from the company’s operational accounts.
  • System Audits: External auditors must certify that the exchange’s wallet management, transaction monitoring, and data retention meet FSA standards.
  • Service Scope Disclosure: The application must list every crypto asset you intend to list, the trading mechanisms (spot, margin, etc.), and any outsourcing arrangements.

Documentation Checklist

Gather these files before you hit the FSA portal. Missing a single item can add weeks to the review.

  1. Certificate of incorporation (kabushiki‑kaisha) and proof of ¥10million capital.
  2. Names, addresses, and resumes of directors, executive officers, and compliance officers.
  3. Detailed business plan, including target crypto assets, projected trading volume, and fee structure.
  4. Technical white‑paper describing wallet architecture, cold‑storage procedures, and disaster‑recovery plan.
  5. AML/KYC policy manual and evidence of staff training.
  6. External audit report confirming net‑asset positivity and capital adequacy.
  7. Contracts with any third‑party service providers (custodians, cloud hosts, etc.).
  8. Proof of registration or licensing in the home jurisdiction for foreign firms.
Foreign Exchanges: The Extra Layer

Foreign Exchanges: The Extra Layer

Non‑Japanese companies face two hurdles: establishing a legitimate subsidiary and proving they meet the same capital and compliance standards.

Domestic vs. Foreign CAESP Requirements
Aspect Domestic Entity Foreign Entity (Subsidiary)
Legal Form Kabushiki‑kaisha (stock company) Kabushiki‑kaisha subsidiary or 100% Japanese‑registered branch (branch approvals have not been granted so far)
Minimum Capital ¥10million ¥10million (must be injected into the subsidiary)
Home‑Country Licensing Not required Proof of crypto‑exchange license in the home jurisdiction
Application Timeline 4-6 months (review) 6-9 months (additional time for subsidiary setup)
FSA Oversight Standard quarterly reporting Same reporting plus annual audit of subsidiary’s parent‑company controls

Consumer Protection Rules You Can’t Ignore

The Japan Virtual Currency Exchange Association (JVCEA) is a self‑regulatory organization recognized by the FSA and issues detailed operational guidelines. Two rules stand out:

  • Ring‑Fencing: Customer crypto must be stored separately from any corporate wallet. The FSA requires a clear audit trail proving that the exchange never mixes the two.
  • Cold‑Wallet Ratio: At least 95% of all user holdings must reside offline, with multi‑signature controls and geographic diversification.

Violating these standards triggers immediate supervisory orders, fines, and possible revocation of registration.

Step‑by‑Step Application Flow

  1. Form a Japanese kabushiki‑kaisha (or subsidiary) and inject the required capital.
  2. Hire a qualified compliance officer and set up internal AML/KYC procedures.
  3. Develop a technical white‑paper that outlines wallet architecture and segregation methods.
  4. Commission an external audit confirming net‑asset positivity and capital compliance.
  5. Compile the full document package (see checklist) and submit it via the FSA’s online portal.
  6. The FSA reviews the submission (up to six months). Expect follow‑up questions about security controls and outsourcing contracts.
  7. Upon approval, you receive a CAESP registration number and must file quarterly compliance reports.

While the FSA’s review is the bottleneck, many firms stumble during the preparation phase-especially when drafting the segregation methodology. Investing in a specialist consulting firm early can shave weeks off the timeline.

Common Pitfalls and Pro Tips

  • Pitfall: Treating the subsidiary as a shell company. Tip: The FSA conducts on‑site inspections; a genuine staff presence and local board members are mandatory.
  • Pitfall: Under‑estimating the cold‑wallet infrastructure cost. Tip: Budget at least ¥3million for hardware security modules and multi‑sig devices.
  • Pitfall: Assuming the same AML policy works worldwide. Tip: Align your KYC screens with Japan’s “Act on Prevention of Transfer of Criminal Proceeds”.
  • Pitfall: Over‑promising marketing claims. Tip: The Japan Security Token Offering Association (JSTOA) enforces strict advertising guidelines; keep messaging factual and avoid guaranteed‑return language.

What Happens After Registration?

Being a licensed CAESP doesn’t end at the certificate. The FSA requires:

  • Quarterly financial statements filed in Japanese yen.
  • Annual compliance audit by a FSA‑approved firm.
  • Immediate notification of any material change - e.g., adding a new token, expanding to margin trading, or changing the custodian.

Failure to comply can lead to a “re‑examination order” that temporarily suspends trading and may culminate in revocation.

Frequently Asked Questions

Do I need a Japanese resident director?

Yes. The FSA requires at least one director who is a Japanese resident and can be contacted locally for regulatory inquiries.

Can an existing foreign exchange operate in Japan without a subsidiary?

No. To obtain CAESP registration, the foreign entity must set up a kabushiki‑kaisha subsidiary. Branch registrations have never been approved.

What is the penalty for operating without registration?

Under Article 107, Item5 of the amended PSA, offenders face up to three years imprisonment (now confinement punishment) and fines up to ¥3million.

How long does the review process usually take?

The FSA’s formal review can last four to six months, but preparation often adds another two to three months.

Is there any difference in requirements for security tokens?

Yes. Tokens with investment‑like features fall under the Financial Instruments and Exchange Act (FIEA) and need a separate securities license, which has higher capital thresholds.