M&A Advisors Association Revises Self-Regulatory Rules (Compliance Regulations)

The General Incorporated Association M&A Advisors Association (hereinafter, the Association / location: Chiyoda-ku, Tokyo / Representative Director Takashi Mizukai / URL: https://www.maa-a.or.jp/), a self-regulatory body for the M&A industry, has partially revised its self-regulatory 'Compliance Regulations' to prevent M&A support institutions from engaging in inappropriate transactions and to ensure the soundness and reliability of the M&A market.

This revision prohibits illegal advertising, sales activities, and consulting services that could lead to the misuse of the legal status of religious corporations for purposes other than their original intent.

Additionally, new provisions have been established requiring prior consultation with the Religious Affairs Division of the Agency for Cultural Affairs when involvement in the transfer of control of a religious corporation is possible, and reporting to the same office when transactions clearly suspected of tax evasion, money laundering, or other illicit purposes are identified. The Association may also request reports from members if they are suspected of engaging in prohibited activities, and information sharing with the Religious Affairs Division will be conducted as necessary.

Furthermore, a special provision has been introduced for regular members (financial institutions) that have already established compliance systems equivalent to the Association's rules based on applicable laws and external regulations, to avoid duplication.

Background of the Revision

M&A is widely used as a means to achieve business succession for companies lacking successors and to drive corporate growth and development. However, depending on the target and purpose of transactions, there is a risk that corporate status may be used for purposes other than its original intent.

In particular, religious corporations, which benefit from tax incentives, must be handled with caution by M&A support institutions to prevent their legal status and institutional characteristics from being exploited for tax evasion, money laundering, or other improper purposes.

To prevent M&A support institutions from involvement in such inappropriate transactions and to ensure proper case acceptance and business operations, the Association has now explicitly codified prohibitions, consultation, and reporting requirements into its self-regulatory rules.

Main Revision Contents

- Prohibition of Activities Leading to Improper Use of Legal Status

Members are prohibited from conducting illegal advertising, sales, or consulting services that would lead to third parties acquiring the legal status of a religious corporation and using it for non-religious purposes.

- Prior Consultation and Reporting to the Religious Affairs Division of the Agency for Cultural Affairs

Members must consult with the Religious Affairs Division prior to any involvement in the transfer of control of a religious corporation. Additionally, if requests or consultations are received that clearly suggest fraudulent transactions involving religious corporations for purposes such as tax evasion or money laundering, such cases must be reported to the Religious Affairs Division.

- Reporting Requests by the Association

The Association may request necessary reports from members if there is reason to believe they are engaging in prohibited advertising, sales, or consulting activities.

- Information Sharing with the Religious Affairs Division

The Association and the Religious Affairs Division will share information as necessary regarding matters involving illegal advertising, sales, or consulting services that could lead to improper use of legal status.

- Special Provisions for Regular Members (Financial Institutions)

For regular members (financial institutions) that have already established internal regulations, policies, and consultation/reporting channels at a level equivalent to the Association’s self-regulatory rules based on applicable laws and regulations required by entities other than the Association, it is clarified that they do not need to duplicate such systems, provided they apply the existing system to M&A support operations.

Future Initiatives

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

Additionally, the Association will continuously monitor the environment surrounding the M&A market and emerging issues, revising its self-regulatory rules as necessary.

Going forward, the Association will continue to collaborate with relevant government agencies, experts, and member companies to prevent involvement in improper transactions, improve the quality of M&A support services, and promote a market environment where businesses can confidently utilize M&A.

Summary of Revisions

- Regulation Name: Compliance Regulations

- Revision Date: June 16, 2026

- Effective Date: June 16, 2026

- Main Revision Items

- Prohibition of illegal advertising, sales, and consulting services leading to improper use of religious corporation status

- Prior consultation with the Religious Affairs Division regarding involvement in control transfer of religious corporations

- Reporting to the Religious Affairs Division when fraudulent transactions are clearly suspected

- Reporting requests by the Association to members

- Information sharing with the Religious Affairs Division

- Special provisions regarding compliance systems for regular members (financial institutions)

[About the M&A Advisors Association]

The M&A Advisors Association changed its name and structure from the M&A Intermediary Association in January 2025, aiming to become an open and effective self-regulatory organization. Currently, 261 companies are members, supporting approximately 3,700 M&A transactions annually. The Association focuses on promoting fair and smooth M&A through the formulation and enforcement of self-regulatory rules, operation of a blacklist system, talent development, and a complaint consultation desk.

Name: General Incorporated Association M&A Advisors Association

English Name: M&A Advisors Association (MAAA)

Establishment Date: October 1, 2021

Officers:

<Representative Director>

Takashi Mizukai (Chairman, Japan M&A Center Co., Ltd.)

<Directors>

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

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

Ryosuke Kubo (President & CEO, ONDECK Co., Ltd.)

Shunsaku Saue (Chairman, M&A Comprehensive Research Institute Co., Ltd.)

Yasuhito Shinoda (President & CEO, Minami M&A Co., Ltd.)

Toshihiko Shisa (Chairman, Toranomon LLP / Standing Director, The Japanese Institute of Certified Public Accountants)

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

Akihiro Watanabe (Certified Public Accountant)

<Auditors>

Attorney Yuichiro Kikuchi (Kikuchi General Legal Office)

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

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