A group of professionals engaged in vehicle management tasks for a broad range of asset classes.
We have established an internal control system to ensure reliable execution of tasks.
As a pioneer of structured finance vehicle management services in Japan, we have organized a dedicated department since the early days of the market and have developed a system that provides extensive support from SPC incorporation, management during the ongoing phase, to dissolution.
We are a group of professionals that mainly provides administration services centered on fund management and have been entrusted with over 8,000 companies in Japan and overseas. Services offered include management of securitization vehicles designed to raise funds for originators, real estate securitization SPCs, SPCs for renewable energy projects such as solar and wind power generation, SME revitalization funds and buyout funds, and accounting and taxation for real estate investment trusts (J-REITs).
We provide comprehensive administrative services not only for domestic SPCs such as special purpose companies, godo kaisha (GK, or limited liability company) + tokumei kumiai (TK, or anonymous or silent partnership) schemes, but also for a wide range of vehicles including overseas SPCs such as Cayman Islands corporations and various types of partnerships (voluntary partnerships, investment limited partnerships, overseas partnerships, etc.).
We provide ongoing practical support from project structuring, support during the ongoing phase, and to project closing. In the event of an event such as a decline in value, decrease in liquidity, or financial collapse, we utilize our extensive experience to carry out management operations to reach a realistic and appropriate solution from the perspective of investor protection and other factors.
We have established internal controls and are constantly working to create structures and systems that prevent fraud and errors. This enables us to ensure that service delivery is stable and not reliant solely upon individual skills, thereby providing highly reliable services. In addition, we have established an IT infrastructure environment that allows secure remote operations to ensure that fund operations and other activities are not interrupted in the event of a disaster or other emergency.
〈Acquisition of third-party certification for internal controls〉
〇Statement on Standards for Attestation Engagements by the American Institute of Certified Public Accountants: AT-C Section 320(AT-C320), AT-C Section 105(AT-C105), AT-C Section 205(AT-C205)
〇International Standard on Assurance Engagements (ISAE) 3402 “Assurance Reports on Controls as a Service Organization” by the International Auditing and Assurance Standards Board
We strive to improve convenience for our clients by providing prompt and wide-ranging support for various types of reporting that is becoming increasingly diversified and important, including convergence with International Financial Reporting Standards (IFRS) and preparation of consolidated financial statements.
We provide practical advice and support for structuring schemes, establishing vehicles, and reviewing various types of contracts through to final execution.
■Project closing support
We assist clients throughout all phases of a transaction from initial drafting of contracts to final execution through advice and comments to ensure that each and every transaction closes successfully
■Vehicle establishment services
We provide support for establishing SPCs such as special purpose companies and godo kaisha (GK, or limited liability companies)
■Dispatch of personnel as representatives and provision of head office address
We can dispatch officers necessary for the establishment of an SPC and a liquidator at the time of dissolution, as well as provide a head office address for the SPC
■Schedule management and database creation
In order to ensure smooth operation after the conclusion of the contract, a person in charge with an in-depth understanding of the project creates a database of various related information. Double-checking by the data registrar and approver prevents omissions and gaps in information
We respond promptly to legal revisions and voluntarily respond to various governance requirements for management of the vehicle.
■Articles of incorporation, general meetings and public notices
Registration of incorporation, amendment, dissolution and liquidation of a company, registration of changes in rights, management of ordinary and extraordinary general meetings and preparation of minutes and business reports, and arrangement of public notices (for financial statements disclosure, announcements are made using electronic data processing)
■Correspondence with Financial Services Agency and Local Finance Bureau
Filing of notifications in accordance with the Financial Instruments and Exchange Act, Act on Securitization of Assets, Foreign Account Tax Compliance Act (FATCA), Foreign Exchange and Foreign Trade Act and Act on Specified Joint Real Estate Ventures
■Advisory services related to the Common Reporting Standard (CRS)
■Establishment and closure of foreign companies, such as companies established in the Cayman Islands, etc.
■Investigation of laws and regulations, handling of problems related to the project, and legal services
■Support for mergers and other corporate reorganizations and special liquidation procedures
We provide high-quality accounting services based on appropriate accounting rules that always reflect the most recent amendments to accounting standards, tax laws and regulations.
Preparation of financial statements, general ledger and trial balance. We provide services upon request, from preparation of year-end reporting to monthly reporting
■Preparation and filing of tax returns
Preparation and filing of tax returns (including management of consumption tax status) We strictly manage the due dates of events based on the database and prepare relevant forms for filing. Preparation and filing of tax documents related to establishment, transfer and closure of a company
Preparation and filing of applications for issuance of license certificates, tax exemption on foreign-issued corporate bonds, interest recipient confirmation documents, etc
We provide prompt and accurate financial reporting services that meet the needs of each client by project, including preparation of IFRS and US-GAAP basis financial statements, consolidated financial statements, and annual reports (filing on EDINET, including preparation of XBRL data)
We carry out cash management in accordance with contracts and schemes for each project. In order to ensure error-free operations, we standardize operations and establish internal control systems.
■Payment of various expenses for vehicle and tax payment
We utilize a scheduler, a cash receipt/withdrawal management database, and operation manuals to standardize and streamline operations. Payment vouchers (including for payments via internet banking) are prepared by dedicated members who understand the payment methods by mega banks and regional banks to ensure accurate payment operations. We have established a system to ensure mutual checks and prevent misappropriation of funds by means of a system in which the custody service team stamps the payment slip prepared by the funding team
■Bank account management (account opening, cancellation, change, passbook management)
The use of our unique seal and passbook management system with IC tags attached to all passbooks, enables us to track inventory and record incoming and outgoing shipments in real time, achieving a robust management system
■Dedicated members of the calculation team lead in calculating and reporting waterfall, dividend and LTV/DSCR to provide high-quality cash management services
■Other related services
Payment of capital contribution, preparation and submission of payment records and reports such as reports to the Bank of Japan
We offer a secure lock storage service for valuable items such as vehicle corporate seals and registered title deeds, etc.
In particular, we tightly control the storage of corporate seals and bank passbooks via our proprietary corporate seal and passbook management system.
■Creation, storage and management of seals
Employing our unique seal and passbook management system with IC tags attached to all seals, enables us to track inventory and record incoming and outgoing shipments in real time, achieving a robust management system.
■Storage and management of valuable items such as beneficiary certificates, contracts, etc.
Access to valuable items such as registered title deeds and beneficiary certificates is restricted to a limited number of personnel, and these are stored and managed under strict control in a vault equipped with network cameras. Documents for completed projects are stored for an established period of time in an exterior fireproof warehouse.
Seal-affixing is conducted in a vault equipped with network cameras. We provide accurate and speedy seal management by preventing fraud by making use of cross-checks between the requesting departments.
We provide higher value-added and higher quality fund administration services to contribute to the development of the VC/PE industry in Japan as a whole.
We offer a platform-type service that provides a comprehensive one-stop service for all partnership management operations, other than investment activities, required in all processes from fund establishment to dissolution and liquidation.
Typical services are as follows. However, since the scope of outsourcing partnership management operations is highly dependent on the individual clients, we will flexibly design and propose services according to the client’s needs.
■Registration of incorporation of investment limited partnership
■Various types of support for specially permitted services for qualified institutional investors, etc.
Notification and reporting as required by laws and regulations, etc.
■Accounting, period-end reporting, audit liaison, and tax reporting
Notifications in accordance with Limited Partnership Act for Investment, Accounting Standard for Financial Instruments, IFRS, US-GAAP, the Standard of Accounting of School Corporations, etc.
■Handling of the Statement of Partner Income, etc.
■Partnership management based on the partnership agreement
■Calculation of capital call, distribution, carried interest, etc.
■Various types of notifications to investors (preparation and sending of notifications), etc.
■Bank account opening, remittance, payment confirmation, tax payment procedures, and reporting to the Bank of Japan
■Storage of valuable items such as seals, passbooks, contracts, etc.
■Financial and tax due diligence of investee companies
■Tax structuring consultation
■Assistance in preparing fair value valuation guidelines
■Support for intellectual property applications and licensing
■Year-end valuation of invested companies
■Partnership liquidation procedures
Registration of dissolution, liquidator and completion of liquidation, etc.