[M&A Support Institution Association] Partial Revision of Self-Regulatory Rules (Compliance Regulations)

The General Incorporated Association M&A Support Institution Association (hereinafter, the Association / Location: Chiyoda-ku, Tokyo / Representative Director: Taku Miyake / URL: https://www.maa-a.or.jp/), an M&A industry self-regulatory body, has partially revised its self-regulatory rules, the "Compliance Regulations," to prevent M&A support institutions from engaging in improper transactions and to ensure the soundness and reliability of the M&A market.

This revision prohibits quasi-legal advertisements, sales, and consulting services that lead to the use of the corporate status of religious corporations for purposes other than their original intent.

Furthermore, new regulations have been established regarding prior consultation with the Cultural Affairs Agency's Religious Affairs Division when there is a possibility of involvement in the transfer of control of religious corporations, reporting of suspicious transactions clearly suspected of being for tax evasion or money laundering, requests for reports from members by the Association, and information sharing with the Cultural Affairs Agency's Religious Affairs Division.

In addition, an exception has been established for regular members (financial institutions) that have already established compliance systems based on relevant laws and external regulations, to avoid duplication with the Association's regulations.

Background of the Revision

M&A is widely utilized as a means for business succession of companies with no successor and for achieving company growth and development. On the other hand, depending on the subject and purpose of the transaction, there is a risk that the corporate status may be used for purposes other than its original intent.

In particular, for religious corporations that are granted tax preferential treatment, M&A support institutions are required to respond cautiously to prevent transactions that lead to tax evasion, money laundering, or other fraudulent purposes by utilizing the corporate status and institutional characteristics of religious corporations.

To prevent M&A support institutions from engaging in such improper transactions and to ensure proper case acceptance and business operations, the Association has now explicitly stipulated prohibitions, consultations with related organizations, and reporting requirements in its self-regulatory rules.

Main Revisions

1. Prohibition of Acts Leading to Improper Use of Corporate Status

Members are prohibited from engaging in quasi-legal advertisements, sales, or consulting services that lead to a third party acquiring the corporate status of a religious corporation and using it for purposes other than religious activities.

2. Prior Consultation and Reporting to the Cultural Affairs Agency's Religious Affairs Division

When members are involved in the transfer of control of religious corporations, they are required to consult with the Cultural Affairs Agency's Religious Affairs Division in advance. In addition, when they receive requests or consultations that are clearly suspected of being fraudulent transactions involving the corporate status of religious corporations for purposes such as tax evasion or money laundering, they are required to report to the Cultural Affairs Agency's Religious Affairs Division.

3. Request for Reports from Members by the Association

When it is recognized that a member may be engaging in prohibited advertisements, sales, or consulting services, the Association has stipulated that it can request necessary reports from the member.

4. Information Sharing with the Cultural Affairs Agency's Religious Affairs Division

The Association and the Cultural Affairs Agency's Religious Affairs Division will share information as necessary regarding matters related to advertisements, sales, and consulting services that lead to the improper use of corporate status.

5. Exception for Regular Members (Financial Institutions)

It has been clarified that regular members (financial institutions) that have already established internal regulations, policies, and consultation/reporting contact points at a level equivalent to the Association's self-regulatory rules, based on applicable laws and regulations or rules required by entities other than the Association, do not need to establish duplicate systems by applying such systems to M&A support operations.

Future Initiatives

The Association will inform its members of this partial revision of the self-regulatory rules and ensure proper case acceptance and business operations.

Furthermore, the Association will continuously monitor the M&A market environment and emerging challenges, and revise its self-regulatory rules as necessary.

Going forward, in cooperation with relevant administrative agencies, experts, and member companies, the Association will work to prevent involvement in improper transactions and improve the quality of M&A support services, thereby promoting an M&A market environment where businesses can utilize M&A with peace of mind.

Revision Summary

- Regulation Name: Compliance Regulations

- Revision Date: June 16, 2026

- Effective Date: June 16, 2026

- Main Revision Items:

- Prohibition of quasi-legal advertisements, sales, consulting, etc., leading to improper use of religious corporate status

- Prior consultation with the Cultural Affairs Agency's Religious Affairs Division when involved in the transfer of control of religious corporations

- Reporting to the Cultural Affairs Agency's Religious Affairs Division when fraudulent transactions are clearly suspected

- Request for reports from members by the Association

- Information sharing with the Cultural Affairs Agency's Religious Affairs Division

- Exception for compliance systems of regular members (financial institutions)

[M&A Support Institution Association Overview]

The M&A Support Institution Association changed its name and structure from the M&A Mediation Association in January 2025 and is working to become an open and effective self-regulatory organization. Currently, 261 companies are members, and member companies support approximately 3,700 M&A cases annually. The Association focuses on promoting fair and smooth M&A by formulating and strengthening the effectiveness of self-regulatory rules, operating a list of specified business operators, fostering human resources, and managing a complaint consultation service.

Name: General Incorporated Association M&A Support Institution Association

English Name: M&A Advisors Association (MAAA)

Date of Establishment: October 1, 2021

Officers:

<Representative Director>

Taku Miyake (Chairman and CEO, Nihon M&A Center Inc.)

<Directors>

Kunihiko Arai (Representative Director, Strike Co., Ltd.)

Hiromitsu Umehara (Managing Executive Officer and Director, The Shizuoka Bank, Ltd. / The Regional Banks Association of Japan)

Ryosuke Kubo (President and CEO, OnDeck Co., Ltd.)

Shunsaku Sagami (Chairman and CEO, M&A Research Institute Inc.)

Yasuto Shinoda (President and CEO, Nanhan M&A Co., Ltd.)

Hidehiko Shisa (Chairman, Toranomon LLC Audit Corporation / Senior Managing Director, Japanese Institute of Certified Public Accountants)

Satoru Nakamura (President and CEO, M&A Capital Partners Co., Ltd.)

Akihiro Watanabe (Certified Public Accountant)

<Auditors>

Yutaro Kikuchi (Lawyer, Kikuchi General Law Offices)

Location: 20F, Marunouchi Trust Tower Main Building, 1-8-3 Marunouchi, Chiyoda-ku, Tokyo

URL: https://www.maa-a.or.jp/