Insurance & Reinsurance 2026

Last Updated January 22, 2026

Japan

Law and Practice

Authors



Chuo Sogo LPC routinely advises on and issues opinions regarding insurance laws and regulations, as well as matters related to the incorporation, merger and acquisition, restructuring, and liquidation of insurance companies. The firm also regularly handles insurance-related litigation and dispute resolution. Since 2005, Chuo Sogo LPC has seconded its lawyers annually to the Financial Services Agency (FSA), the regulatory body overseeing Japan’s insurance industry. This experience has provided the firm with in-depth insight into the inner workings of this complex agency, enabling it to navigate the often intricate and constantly evolving insurance regulatory landscape more effectively.

The Insurance Business Act is the basis for the regulation of insurance businesses in Japan, providing a contractual relationship surrounding insurance products. Although Japan is not a common law country, the judicial precedent, especially that established by the Supreme Court, should be referred to when interpreting insurance contracts.

The Financial Services Agency (FSA) is the regulatory authority overseeing insurance and reinsurance businesses in Japan. Life and non-life insurers are regulated by the Insurance Business Act. Reinsurers are regulated in the same way as non-life insurers. Based on the Insurance Business Act, the regulatory authorities have the power to issue administrative dispositions to insurance companies, including orders for business improvement, orders for suspension of business and/or orders for cancellation of licences.

In fact, broad discretion is given to the regulatory authorities, and those administrative dispositions against insurance companies invoked by the regulatory authorities are not necessarily based on the assumption that violations of law by insurance companies have taken place.

Against this background, entities targeted for supervision not only have to make sure that laws and regulations are being observed but must also follow the guidelines officially promulgated by the regulatory authorities (the “Comprehensive Guidelines for the Supervision of Insurers”).

Underwriting Life and Non-Life Insurance

Underwriting life insurance and non-life insurance entails obtaining the necessary business licences from the regulatory authorities. Licences for life insurance and non-life insurance business cannot be acquired by the same company, and companies are prohibited from running both businesses concurrently. However, both life insurers and non-life insurance companies are at liberty to offer insurance such as medical care insurance, accident insurance or overseas travel accident insurance, ie, insurance from the so-called “third sector” insurance market.

Nevertheless, insurance companies – whether operating in the form of a kabushiki kaisha or mutual company – must have board of directors’ meetings, auditors’ meetings, audit and other committee meetings, meetings such as nominating committee meetings and accounting auditors. Foreign companies intending to enter into the Japanese market through their subsidiaries are required to acquire the licences mentioned above. Foreign companies planning to enter through their branch offices must obtain a foreign insurer’s licence.

During the licence application procedure, the “basic documents” (articles of incorporation, business plan, standard policy provisions and documents showing the methods to calculate insurance premiums and policy reserves) must be submitted to the regulatory authorities. Furthermore, insurance companies cannot operate their businesses while in violation of those basic documents, and, in order to develop and offer new insurance products, must procure approval for corresponding changes to their basic documents from the regulatory authorities (“Insurance Product Approval” – regular processing takes 90 days, while a simplified procedure takes 45 days). However, regarding certain types of insurance, such as fire insurance where there is little concern of insufficient policyholder protection, a notification system to the regulatory authorities has been adopted; nevertheless, notification may not be required in cases where insurance companies state in the statement of business procedures that special provisions related to business insurance are to be established or modified without notifications (the “Flexible Provision System”).

Conducting Other Business and Owning Subsidiaries

Insurance companies are not permitted to conduct any business other than insurance business (underwriting insurance) and any business incidental thereto (restriction on engaging in other business). Furthermore, insurance companies are not allowed to own, as subsidiaries, companies other than those engaging in businesses prescribed by the Insurance Business Act (ie, “a company eligible as a subsidiary”) nor to obtain more than 10% of voting rights in domestic companies (excluding said companies eligible as a subsidiary). However, if approved by the regulatory authorities, subsidiaries of insurance holding companies may engage in businesses other than those prescribed by applicable laws and regulations.

With respect to specifically prescribed matters (which are quite extensive), such as customer explanations or information control, insurance companies are obligated to have a system in place to secure the soundness of operations and appropriate management. The minimum amount of capital of an insurance company is JPY1 billion.

Policy Reserves

Insurance companies are required to set aside policy reserves and appoint an insurance administrator holding a designated actuary’s licence to engage in actuarial practice. In 1996, regulations on solvency margin ratios were introduced. The solvency margin index has become an assessment standard for the supervisory authorities to execute early corrective actions with broad supervisory reach against targeted companies, including orders to submit an improvement plan.

At present, the solvency margin ratio on a consolidated basis has been introduced. In March 2016, the EU announced the adoption and enforcement of the equivalence recognition between Solvency II with temporary equivalence and the Japanese reinsurance supervision and group solvency.

The FSA is scheduled to introduce the Economic Value-Based Solvency Regulatory Framework at the end of March 2026, having published the relevant laws and regulations in July 2025.

See 2.1 Insurance and Reinsurance Regulatory Bodies and Legislative Guidance.

This is not applicable in Japan.

Under the Insurance Business Act, the regulations that apply to Japanese insurance companies also apply to domestic subsidiaries of overseas-based insurers. Nonetheless, this Act allows foreign insurance companies to conduct insurance business without establishing such domestic subsidiaries.

Foreign insurance companies may conduct insurance business in Japan only if they have opened a branch in Japan and obtained the applicable licence from the FSA, the body overseeing insurance companies (Article 185-1 of the Insurance Business Act). This requirement allows the FSA to effectively execute its administrative powers over such foreign insurers. With some exceptions, Article 185-6 of the Insurance Business Act requires such licensed foreign insurers to conclude insurance contracts with persons having an address or residence in Japan, property located in Japan, or vessels or aircrafts with Japanese nationality inside Japan. The procedure to apply for the licence is mostly the same as that for Japanese insurance companies. Since foreign insurance companies do not have capital inside Japan, they are required to deposit a minimum of JPY200 million to the deposit office to protect policyholders.

Restrictions on Unlicensed Foreign Insurance Companies

Unlicensed foreign insurance companies may not conclude insurance contracts with persons having an address or residence in Japan, property located in Japan or vessels or aircrafts with Japanese nationality (Restriction on Foreign Direct Insurance; Article 186-1 of the Insurance Business Act), other than the insurance contracts listed below:

  • reinsurance contracts;
  • marine insurance contracts pertaining to objects such as vessels with Japanese nationality used for international maritime transportation;
  • aviation insurance contracts pertaining to aircrafts with Japanese nationality used for commercial aviation;
  • insurance contracts pertaining to launching into outer space;
  • certain insurance contracts covering cargo located within Japan which is in the process of being shipped overseas; and
  • overseas travel insurance.

Exceptions and Permissions

The restriction does not apply when an applicant wishing to purchase insurance from unlicensed insurance companies has obtained a permission from the FSA in advance of their applications for insurance as set forth in Article 186-2 of the Insurance Business Act. This exception is provided to enable policyholders to purchase insurance products that are most beneficial to them. That permission may not be provided in the following cases:

  • the insurance product in question violates laws or is unfair;
  • it is easy to conclude insurance contracts with licensed Japanese or foreign insurers for comparable insurance products on equal or more advantageous conditions;
  • the terms and conditions of the insurance product in question are significantly unbalanced compared to the typical terms and conditions of the same type of insurance products with licensed Japanese or foreign insurers;
  • concluding such insurance contracts would unjustly deprive the insured and other related persons of their benefits; and
  • concluding such insurance contracts would likely negatively impact the development of the Japanese insurance business or be harmful to the public interest.

In a recent trend, the government of Tokyo is pursuing a policy to attract overseas financial business providers to the Japanese market by providing assistance to manage Japan’s complicated financial regulations, such as opening a one-stop service centre for financial start-ups. It is expected that such a move will attract more overseas insurance companies and revitalise the Tokyo financial markets.

Fronting is not expressly prohibited or permitted in Japan and there are no explicit expectations with regard to the cedent’s retention.

Existing insurance businesses may be acquired in several ways, such as through obtaining shares of Japanese insurance companies, a merger of insurance companies, or sale and purchase of insurance business. The Insurance Business Act provides a regulatory framework for these M&A activities of insurance businesses.

Obtaining Shares

Under the Japanese regulatory framework, shareholders who own a certain percentage of voting rights in insurance companies are subject to oversight of the regulator.

  • A shareholder with more than 50% voting rights in an insurance company is required to obtain an approval from the FSA in advance of acquisition of such voting rights (Insurance Holding Company; Article 271-18-1 of the Insurance Business Act). Insurance holding companies are subject to strict regulations including those regulating the scope of business and imposing subsidiary restrictions, and, in certain instances, reporting obligations. As of 1 August 2022, 15 insurance holding companies had been approved by the FSA.
  • Except for insurance holding companies, a shareholder with 20% or more voting rights in an insurance company needs approval from the FSA in advance of acquisition of such voting rights (Major Shareholder of Insurance Companies; Article 271-10-1). Such approval is required even if the investor resides overseas. The FSA oversees major shareholders of insurance companies by imposing reporting obligations and taking administrative dispositions.
  • A shareholder with more than 5% voting rights in an insurance company is required to report such acquisition of voting rights within five days (in case of foreign investors, one month) to the FSA (Shareholders with Large Voting Rights in Insurance Company; Article 271-3-1 of the Insurance Business Act). The shareholder has to submit a report if the shareholder’s percentage of voting rights changes by 1% or more (either as an increase or decrease). The FSA may take administrative dispositions against shareholders with large voting rights in an insurance company if the FSA finds the report submitted includes false information or lacks important or necessary information, thus causing potential misunderstanding.

Mergers

A merger with an insurance company requires approval by the FSA. Article 167-2 of the Insurance Business Act provides the following standards/checkpoints that the FSA could use in determining whether to give an approval:

  • the merger is appropriate in light of the protection of policyholders;
  • the merger will not hinder fair competition among insurance companies; and
  • it is certain that the surviving insurance company after the merger will be capable of operating the insurance business appropriately, fairly and effectively.

Sale and Purchase

The sale and purchase of an insurance business also requires approval from the FSA, pursuant to Article 142 of the Insurance Business Act. Purchasers of insurance businesses must be licensed insurance companies. Such sale and purchase also requires a separate approval to transfer insurance contracts from the FSA, pursuant to Article 139 of the Insurance Business Act. Petitions for approval to transfer insurance contracts are reviewed according to the following standards/checkpoints:

  • the transfer of insurance contracts is appropriate in light of the protection of policyholders;
  • it is certain that the transferee will be capable of operating the insurance business precisely, fairly and effectively; and
  • the transfer does not unjustly affect the benefit of the creditors of the transferor.

The Insurance Business Act does not require policyholders’ approvals for transfers of insurance contracts to another insurance company. Instead, the transferor must issue a public notice, notify each policyholder, and provide them an opportunity to object to the transfer.

Unless otherwise allowed by any other law, the Insurance Business Act prohibits any person from acting as an agent or intermediary to conclude insurance contracts, an activity that falls within the definition of “insurance solicitation” under this Act.

In the case of a life insurance company, only registered life insurance agents (officers and employees of a life insurer; life insurance agencies (agents) as well as their officers, employees and other personnel) may conduct “insurance solicitation.” A long-standing characteristic feature of Japanese selling channels is for life insurance companies to utilise a large number of salespeople who belong to those companies and are hence categorised as “employees of a life insurer” described above (mostly female employees known as Sei-ho ladies) among their overall sales staff. Put simply, every person selling insurance contracts has to be registered to do so. In principle, in the current legal system, life insurance agents may deal with insurance products of only one insurance company. In other words, they operate within the so-called one-company exclusive system. However, by fulfilling the prescribed legal requirements (such as enrolling two or more life insurance agents), it is possible to deal with insurance products of multiple insurance companies – in fact, many independent agencies currently do this.

Non-Life Insurance Companies

The situation involving non-life insurance companies (including a reinsurance company) is as follows.

  • It is recognised that officers (other than auditors) and employees of a non-life insurer may engage in “insurance solicitation”, not only without being registered but also, similarly to officers and employees of below-mentioned non-life insurance agencies, without any obligation to give notice thereof. In many cases, employees of a non-life insurance company engage in “non-face-to-face” offerings of their products (by such means as telephone, mail or internet) and tend to transfer business opportunities with large-scale companies to their head office for handling.
  • Registered non-life insurance agencies, their officers (with the exception of auditors) and their employees may engage in “insurance solicitation”. While officers or employees of non-life insurance agencies are not required to be registered, they are required to provide notice of their involvement.

The majority of non-life insurance sales are made by agencies, accounting for 89.7% of total sales on a direct-net-premiums-written basis, while sales by (i) officers and employees of insurance companies (through their direct sales) and (ii) insurance brokers account for only around 9.4% and 0.9% respectively.

Of all non-life insurance agencies, dedicated insurance agencies account for 17% (based on the number of entities involved). The remaining agencies operate as a side business alongside other businesses, including entities in the automobile industry (dealers and repair shops), accounting for 56%, and the real estate industry, accounting for 9%.

Insurance Brokers

Registered insurance brokers may also engage in “insurance solicitation” that is limited to mediating conclusions of insurance contracts. The Insurance Business Act has assigned special duties to these insurance brokers, including:

  • the duty to deposit a security guarantee (JPY20 million at the time of commencement of their business, which can be exchanged for an insurance broker’s liability insurance policy; under the amendment to the Insurance Business Act, this amount is scheduled to be reduced to JPY10 million);
  • the duty to disclose fees and commissions;
  • the duty to prepare bought and sold notes;
  • the duty of loyalty (the duty to provide “best advice”); and
  • other special duties that have not been imposed on other insurance agents.

There are only 66 insurance brokers in Japan. While most of them focus on large-scale corporate clients, handling insurance products for individual clients is extremely rare. Following the amendment to the Insurance Business Act, measures are expected to be introduced to promote the use of insurance brokers, including allowing them to receive intermediary commissions for corporate insurance contracts (including those entered into by sole proprietors) not only from insurance companies – currently the only permitted source under the existing framework ‒ but also from customers.

Sales Through Banking Channels

Insurance sales through banking channels in Japan commenced in 2001 but the number of products they could sell was severely restricted. The range of insurance products available for sale by banks has since expanded multiple times, and the restrictions were completely removed in 2007.

Banks function as insurance agents in the selling process. In this respect, it is worth mentioning that additional special regulations have been applied to banks in order to avoid circumstances of insufficient consumer protection, which could result from improper use of the banks’ information-gathering ability in relation to customers’ funds or their improper influence over customers.

Strict regulations have been imposed on banks, including measures/regulations for the protection of non-public information (pursuant to which customer information obtained through their banking business cannot be used in connection with insurance solicitation without customers’ consent) and regulations concerning soliciting of borrowers (where certain types of insurance products cannot be sold to customers who are granted business loans). While these additional regulations have been imposed for the protection of consumers, they essentially function to protect the traditional channels of insurance distribution.

Recently, “open-for-visitor” agencies have strengthened their presence. Out of the insurance products of multiple insurance companies, these agencies make – on their own initiative – proposals for insurance products that conform to customers’ actual needs, which open-for-visitor agencies call “consultative selling”.

The Insurance Business Act imposes on a policyholder or the insured a duty to disclose material matters regarding risks if requested to be disclosed by the insurer (duty to answer the question).

This duty is embodied in insurance policies in the form of a mandatory provision imposed unilaterally by the insurer (ie, a mandatory provision that voids agreements entered into in contravention of it, potentially adversely affecting policyholders); however, the provision is not applicable to the following types of non-life insurance:

  • maritime insurance contracts;
  • aviation insurance contracts;
  • nuclear energy insurance contracts; and
  • non-life insurance contracts for the coverage of damages arising from business activities conducted by a juridical person or some other organisation or an individual who operates a business.

Therefore, for these exceptional contracts, it is possible to stipulate special provisions. 

If a policyholder or the insured violates the aforementioned duty, the insurance company may cancel the insurance contract and, except for damages not arising from violation of the duty of disclosure, will be discharged from liability for making insurance payments. An insurance company’s right of cancellation will be extinguished one month after it learns of the violation that would otherwise give cause to cancellation or five years after the conclusion of the contract.

While insurance agents act on behalf of insurance companies, insurance brokers act on behalf of customers independent from insurance companies (buyer’s agents).

Insurance contracts may be concluded verbally but, in practice, they are committed to writing so that the contractual conditions are clearly documented on paper. The existence of insurable interest (economic interest that may be subject to loss by the occurrence of insured events) is required as a condition to effectuate a non-life insurance contract. The insured is the person to whom the insurable interest belongs.

The reason for the existence of insurable interest is to prohibit gambling and prevent moral hazards. However, to meet the convenience of everyday operations, this requirement for the existence of insurable interest tends to be applied with a fair amount of leniency and flexibility.

In non-life insurance, only the insureds may be the beneficiaries of an insurance contract. Insurance benefits are paid to the insureds and/or parties authorised by the insureds to receive the benefits.

From the viewpoint of protecting policyholders, the aim of the Insurance Act has been, in large measure, to impose a duty on insurers to insert certain mandatory provisions into insurance contracts (ie, mandatory provisions that void agreements entered into in contravention of them, potentially adversely affecting policyholders). However, in view of the fact that unilaterally imposed mandatory provisions are not applicable to the following types of non-life insurance: (i) maritime insurance contracts, (ii) aviation insurance contracts, (iii) nuclear energy insurance contracts, and (iv) non-life insurance contracts (including reinsurance contracts) covering damages arising from business activities conducted by a juridical person, other organisation or an individual who operates a business, it is possible for these exceptional contracts to include separately stipulated special provisions. 

Based on the content of the product, it should be determined whether such product is subject to Japanese regulation. Certain products may be subject to regulation as reinsurance products.

This is not applicable in Japan.

There are no specific laws or regulations on how to interpret insurance contracts.

In general, the courts interpret insurance contracts objectively, taking into account their comprehensibility by average, reasonable customers. Nonetheless, the courts tend to recognise agreements between insurance companies and customers that differ from explicit policy conditions, taking into consideration the way in which insurance companies and customers negotiated and concluded their insurance contracts, and seek reasonable solutions while ordering compensation for damages.

At the time of solicitation of an insurance contract, the Insurance Business Act requires insurance companies to provide documents (contract outline) containing the following information to fulfil their obligation to inform the policyholder:

  • the structure of the insurance policy/coverage;
  • the matters concerning insurance benefits (including giving typical examples of payment conditions of insurance benefits and explaining cases where insurance benefits are not paid);
  • the duration of the insurance policy;
  • the amount of insurance and other conditions for underwriting of insurance contracts;
  • the payment of insurance premiums;
  • the cancellation of insurance contracts and refunds thereof;
  • the cooling-off procedures;
  • the matters concerning the notification to be made by the policyholder or the insured;
  • the timing of commencement of the insurance liability;
  • the grace period for payment of insurance premiums; and
  • the invalidation and reinstatement of insurance contracts after their expiration.

This is not applicable in Japan.

This is not applicable in Japan.

Insurance disputes are generally resolved in district courts or summary courts, depending on the value of the dispute. There are no special courts for resolving commercial insurance disputes and, therefore, the same procedure is applicable to both consumer contracts and reinsurance contracts. In practice, a jurisdiction clause in an insurance policy determines which court will hear disputes in relation to the insurance policy.

See 9.1 Insurance Disputes Over Coverage.

Generally, a first hearing date is scheduled around one month after the filing of a lawsuit. It usually takes six months to one year to reach a judgment.

The losing party may appeal to the upper court if it is not satisfied with the decisions of the court of first instance. There are two stages of appeal.

A foreign judgment is required to be recognised in Japanese courts. To be capable of recognition and enforcement, a foreign judgment must satisfy the requirements of Article 118 of the Code of Civil Procedure. Whether these requirements are satisfied will be determined by the court in an action for “execution judgment” under Article 24 of the Civil Execution Act.

This is not applicable in Japan.

The Arbitration Act provides that an arbitration agreement must be in writing but does not require any specific wording. Parties to the arbitration may not appeal to the courts regarding the decision of the arbitral tribunal. However, the Arbitration Act provides that the parties may file a petition to set aside the arbitral award to the court in some situations, such as invalidity of the arbitration award due to the limited capacity of a party.

Japan is a party to the New York Convention; arbitration awards received in the member countries can be enforced in Japan.

Insurance alternative dispute resolution (ADR) is common, especially in the field of consumer contracts. An increasing number of insurance-related disputes are resolved through ADR.

Japan has not introduced the concept of punitive damages. Late payment interest is recoverable in respect of claims. Before 31 March 2020, the rates for late payment interest were 5% per annum for non-commercial claims and 6% per annum for commercial claims. As of 1 April 2020, the amendment of the Civil Code became effective and a new structure for late payment interest was introduced, ie, 3% per annum with subsequent reviews every three years to reflect market interest rates. The current rate of 3% per annum is effective from April 2023 to March 2027.

For non-life insurance, Article 24 of the Insurance Act provides that, where insured property is totally lost or destroyed, an insurer that has paid an insurance proceeds payment shall be subrogated to ownership and any other real right that the insured holds over the insured property, in accordance with the ratio of the amount of the insurance proceeds payment thus paid to the insured value (or the agreed insured value if there is any such amount).

Article 25 of the Act provides that, when an insurer has made an insurance proceeds payment, the insurer shall be subrogated with regard to any claim acquired by the insured due to the occurrence of any damages arising from an insured event up to the smaller of:

  • the amount of the insurance proceeds payment made by the insurer; or
  • the amount of the insured’s claim.

In Japan, the emergence of fintech was, at first, most pronounced in the banking sector. In fact, the Japanese government first responded to fintech by amending the Banking Act so that banks could own technology companies as their subsidiaries, which was previously restricted to some extent (the “Amended Banking Act”). The Amended Banking Act came into force on 1 April 2017. In 2021, the Insurance Business Act was amended in the same way for insurance companies to own subsidiaries that provide IT and other technology to enhance insurance activities and benefit the insurance companies’ customers.

Adoption of New Technologies

Japanese insurance companies are incorporating new technologies such as IoT (internet of things), big data and AI into their services. For example, Tokio Marine & Nichido Anshin Life Insurance Co Ltd has introduced a medical insurance policy where an insured might obtain cashback on the insurance fees if they walked a certain average number of steps on a daily basis. The insured would be required to use wearable technology to monitor their activities and record their health data.

Another example is Sony Assurance Inc’s automobile insurance, where an insured has a “driving counter” installed in their car to monitor the insured’s driving. If it shows safe driving on the part of the insured, the insurer will provide cashback towards the insurance fees.

The Fintech Support Desk

The FSA regards the fintech trend quite positively. One example of the positive attitude of the FSA is the Fintech Support Desk, which was established to provide a streamlined process for fintech businesses. Indeed, the FSA appears to be watching developments regarding insurtech with a high degree of interest.

See 10.1 Insurtech Developments.

Cybersecurity Risk

Cyber-attacks have come to pose a serious and imminent risk that Japanese companies must address. Although various countermeasures are being implemented, they can easily be rendered ineffective. The Ministry of Economy, Trade and Industry of Japan (METI) has issued the Cybersecurity Management Guidelines, which state that cybersecurity is a critical business challenge and Japanese companies must take appropriate protective actions. In late 2025, the core systems of major companies such as Asahi Group Holdings and Askul were targeted, resulting in considerable social impact.

To respond to such situations, insurance companies have developed insurance products to cover the costs of unauthorised disclosures of information or damages caused by a cyber-attack. The survey conducted by the General Insurance Association of Japan, published in March 2025, shows growing recognition of cyber-risk as an important management issue. Compared with the 2023 survey, cyber-risk as a potential threat to business activities increased significantly (by 22.9 points).

Enhanced Focus on Natural Disaster Risk

With the increasing frequency of natural disasters in Japan, insurance companies are strengthening their products to better address disaster risks. This includes enhancing coverage for earthquakes, typhoons and other events, along with streamlining claims processes for faster payouts. In 2025, widespread and substantial damage was sustained across Japan as a result of flooding triggered by heavy rainfall.

Health-Promoting Insurance Products

Due to Japan’s aging population and increasing health consciousness, insurance products that encourage healthier lifestyles are gaining increasing attention. For example, products offering discounts or rewards based on health check results or daily activity data are becoming more popular. These products usually utilise wearable devices or mobile applications to track fitness, diet and sleep patterns, providing data directly to insurers.

Embedded Insurance

Embedded insurance, where insurance is integrated into other products and services, is expanding through collaborations with other industries. For instance, automakers are including car insurance in their car-sharing services, allowing customers to benefit from seamless coverage. Embedded insurance offers customer convenience and effective solutions while ensuring that users receive appropriate and timely protection.

There have been few significant legislative or regulatory developments in the field of insurance and reinsurance over the last two years.

On 29 August 2025, the FSA announced “The FSA Strategic Priorities July 2025–June 2026.” According to these priorities, the policy for administering insurance supervision for fiscal year 2025 can be summarised as follows.

  • In view of the drastic changes companies are facing in the business environment, the FSA will encourage them to focus on risk management through the use of non-life insurance. At present,, for companies operating both domestically and abroad, the rising frequency and severity of natural disasters, emerging geopolitical risks, and other factors have increased the risk of business interruptions as well as the potential for greater losses due to litigation and inflation-driven surges in damage costs. From the perspective of enabling companies to manage such risks appropriately and promote growth-oriented investments at the same time, it is important to develop a market for trading non-life insurance products that incorporate the individual risks for each company and project. To this end, in collaboration with relevant ministries and agencies, the FSA will seek to encourage dialogue between businesses and non-life insurance companies, enabling them to share their specific needs and risk management insights, thereby fostering a common understanding among the parties concerned. In addition, in light of growing severity of natural disasters, the FSA will take a leading role in international discussions, such as the G20 Meetings, on the issue of insurance protection gaps where existing insurance does not provide sufficient coverage for the risks.
  • Efforts will also be made to prevent the recurrence of fraudulent insurance claims and premium adjustment cases that could undermine trust in the non-life insurance industry, thereby ensuring customer-oriented business operations and promoting a healthy competitive environment.
  • To ensure that insurance companies maintain appropriate information management systems and take precautions against the information leakages occurring in the industry, the FSA will conduct relevant supervision and inspections.
  • In preparation for the enforcement of the revised Insurance Business Act (enacted in May 2025), the FSA will develop ordinances and revise supervisory guidelines to ensure appropriate comparative rater-based insurance sales by multi-agency brokers (ie, non-life insurance agents and life insurance agents) handling products from multiple insurance companies, strengthen the obligation of large-scale multi-agency brokers to establish robust systems, and promote the use of insurance intermediaries.
Chuo Sogo LPC

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Trends and Developments


Authors



Mori Hamada is a premier international law firm headquartered in Japan. It provides full-service legal support for diverse business activities worldwide. The firm has the largest and most extensive network in Japan as well as strong global presence, enabling it to offer seamless cross-border solutions. Mori Hamada delivers comprehensive and integrated legal services across all areas of business law, using innovative technology to enhance efficiency and quality. The firm understands its clients’ specific needs and objectives and tailors its solutions to ensure optimal outcomes. Its reputation and expertise are built on decades of practical experience and a proven track record. The firm’s mission is to create value for its clients, foster professional growth for its people, and make a positive impact on the community.

Increase in Reinsurance Transactions in the Japanese Market and Regulatory Framework

Background – introduction of economic value-based solvency regulations and development of insurance products that leverage reinsurers’ investment capabilities

In recent years, the amount of reinsurance ceded by Japanese insurance companies has increased sharply. One reason for this is the introduction of new economic value-based solvency regulations. Under the new regulations, the economic value-based solvency ratio (ESR) will be calculated, as an indicator of the financial soundness of insurers, by assessing the assets and liabilities of insurers on an economic value basis. The Japan Financial Services Agency (JFSA) has been preparing to align the implementation of the regulations in 2025 with the scheduled introduction of the Insurance Capital Standard (ICS) agreed by the International Association of Insurance Supervisors (IAIS). The ESR can be profoundly affected by fluctuations in interest rates, especially when an insurer has existing blocks of insurance contracts with high long-term interest rates. Many Japanese insurance companies, especially life insurance companies, are entering into reinsurance agreements, which are sometimes called “asset-intensive reinsurance,” with overseas reinsurers, to reduce interest rate risk and improve their ESR.

In addition, the recent increase in life reinsurance transactions appears to include arrangements aimed at developing insurance products that leverage reinsurers’ investment capabilities. Recently, reinsurers affiliated with private equity funds have been actively increasing their transactions. This has led to the development and provision of insurance products with higher projected interest rates, utilising the investment capabilities of those reinsurance companies.

In this context, the JFSA has become interested in the above-mentioned reinsurance transactions, mainly from the perspective of counterparty risk and concentration risk. The JFSA emphasises the importance for Japanese insurance companies establishing appropriate internal management systems, independently analysing risks and returns, being evaluated by second- and third-line functions, including risk management departments, and ultimately ensuring that the rationality for the transactions is institutionally decided in accordance with each life insurance company’s risk appetite. In addition, the JFSA raised expectations for Japanese insurance companies’ risk management systems, focusing on:

  • the collection of necessary information for decision-making in relation to reinsurer selection;
  • the conclusion of reinsurance contracts aligned with the purposes and risks of reinsurance;
  • strengthening of monitoring of reinsurers' financial soundness and liquidity risk; and
  • development of robust measures, such as establishing responses in anticipation of the deterioration of reinsurers' credit status.

Issues for offshore reinsurers in the Japanese market

Licensing requirements and considerations for offshore reinsurers

Under the Insurance Business Act of Japan (IBA), “insurance business” includes any business that receives insurance premiums in exchange for the agreement to compensate someone for damages caused by uncertain events. This definition is broad enough to capture reinsurance businesses. Generally, an insurance business must be licensed. The exception to this licensing requirement is a reinsurance transaction carried out “offshore” (ie, outside Japan) as it is exempted from regulations on overseas direct insurance. If a reinsurer operates a “(re)insurance business” on an “offshore” basis (ie, it carries out all underwriting, claims handling, contract negotiations and other activities from outside Japan and does not utilise its own employees or agents to conduct any such activities in Japan), then it is not required to obtain an insurance business licence under the IBA and, thus, is not subject to the supervision of the JFSA, any regulatory (including reporting) obligations, or any capital requirements regardless of the amount of business it conducts with Japanese cedants.

However, cedants must pay attention to regulatory requirements for them to obtain credit for reinsurance on their financial statements. Licensed cedants (insurers) in Japan must hold policy reserves for the policies they have insured. There is, however, an exemption for policies that have been reinsured. This exemption is available without limitation for reinsurance transactions concluded by licensed reinsurers in Japan. Foreign reinsurers without a licence in Japan may also invoke this exemption, but only to the extent that the reinsurance would not impair the financial soundness of the cedants, taking into consideration the foreign reinsurer’s businesses and financial conditions. There is no bright-line test based on specific monetary thresholds or limits under the IBA. That said, if, for example, the maximum reinsurance payment is less than 1% of the total assets of the cedant and there is no concern that the foreign reinsurer would fail to make the reinsurance payments due to insolvency or other reasons, then this exemption may be invoked according to the Supervisory Guidelines for Insurers published by the JFSA. Japanese insurance companies (cedants) may ask a foreign reinsurer for information, materials and other evidence regarding the foreign reinsurer’s businesses and financial conditions for the foregoing purpose.

Insurance brokers

Along with the increase in reinsurance transactions, an increasing number of companies have registered, or are preparing to register, as insurance brokers under the IBA. The IBA provides for two types of insurance intermediary (insurance solicitation) licences: (i) insurance broker (hoken nakadachi-nin) registration and (ii) insurance agent (hoken dairi-ten) registration. While insurance brokers act as intermediaries for the conclusion of insurance contracts on behalf of insurance policyholders (cedants in reinsurance transactions), insurance agents act on behalf of insurers (reinsurers in reinsurance transactions). In respect of these two intermediary licences, there are no overseas or reinsurance exemptions under the IBA, unlike the licensing requirement discussed above. In other words, those who act as intermediaries for the conclusion of (re) insurance contracts must obtain either licence, even if they act as intermediaries from abroad or for reinsurance. In addition, the insurance agent registration is available only for insurance agents who act as intermediaries on behalf of Japanese licensed insurers and is not available to those who act on behalf of unlicensed reinsurers. Therefore, the only option for those who act as intermediaries for the conclusion of insurance contracts with unlicensed reinsurers is to obtain the insurance broker registration and to act on behalf of insurance policyholders (cedants in reinsurance transactions).

In light of the requirement that insurance brokers are independent from insurers and insurance agents, the JFSA’s Comprehensive Guidelines for the Supervision of Insurance Companies (the “Guidelines”) provide the following focus points to ensure appropriate business operations by insurance brokers.

  • Shared shops: generally, the office for insurance solicitation should not be in the same building as the office of an insurance company. However, if sufficient measures are taken to prevent confusion among customers, such as using separate entrances and exclusive areas for each office, this is not considered to be a problem.
  • Investments: insurance brokers should not, in principle, receive capital investments from insurance companies.
  • Benefits provision: insurance brokers should not accept loans from insurance companies on terms that are significantly more favourable than standard terms, nor request or accept favours, such as the provision of money, goods or services, regardless of the name under which such favours are made.
  • Personnel exchanges: insurance brokers should not accept officers or employees seconded from insurance companies as their own officers or employees engaged in solicitation. Insurance companies should not second their officers and employees to insurance brokers to carry out solicitation activities on behalf of the broker.

Moreover, insurance brokers must act in good faith as intermediaries to conclude insurance contracts on behalf of their insurance policyholder customers (cedants in reinsurance transactions). One of the most notable obligations under the Guidelines is: “in the performance of its duties and in the selection of an insurance company, an insurance broker should take into consideration the customer’s purpose and assets, and should advise the customer of the insurance products that the insurance broker knows are most appropriate for the customer, clearly indicating the reasons for such recommendations.”

Amendments to the Insurance Business Act and JFSA’s Supervisory Guidelines

Background – fraudulent insurance claims by large insurance agents, price cartel by major non-life insurers, and information leak by major life and non-life insurers

In 2025, Japan’s Diet passed the Insurance Business Act amendment bill in May and promulgated it in June. This amendment is scheduled to be enacted next spring. In parallel with this, the JFSA is revising its Guidelines.

The amendments were triggered by three major incidents in the insurance industry in Japan. One incident involved an insurance fraud committed by a large insurance agent which was also a major used car sales dealer. According to news reports, the agent deliberately damaged vehicles that customers had brought in for repair and charged non-life insurance companies an inflated amount for the repair. The JFSA found that insurance companies did not provide appropriate education, monitoring or guidance to some large insurance agents. This was primarily because the agents brought them substantial profits, and the insurers were concerned that a deterioration in their relations with those insurance agents may negatively impact their business.

Another incident involved a price cartel among major non-life insurers. During the process of arranging coinsurance, the major non-life insurance companies were widely engaged in activities that may have violated antitrust regulations, such as making preliminary adjustments to insurance premiums before bidding. The cartel behaviour arose from insufficient knowledge of antitrust regulations among non-life insurance companies and insurance agencies, and the strong pressure on non-life insurance company sales representatives due to rising fire insurance premiums. Another contributing cause was the fact that the lead insurer and the allotment of coinsurance shares were decided by factors other than insurance, such as cross-shareholdings and favours to insurance agents.

As for the third incident, two types of data leak incidents were identified shortly after the two incidents mentioned above. The first is referred to as the “agency case.” This involved insurance agencies handling insurance products from multiple insurers. When sending customer information via email to instruct other insurers on handling matters like policy renewals, agencies inadvertently included customer information belonging to other insurers in the same email, giving the recipient access to the customer information from other companies. The second is the “secondment case.” Employees seconded by insurance companies to insurance agencies sent customer information and internal data (such as performance evaluation criteria for insurance sales at bank counters and information on product revisions by other companies) to their insurance company. The JFSA concluded that insurance company management failed to establish appropriate systems to manage risks associated with their business model ‒ which positions insurance agencies handling insurance products of multiple insurers as a key pillar of insurance sales ‒ and with their management strategy of strengthening relationships with such insurance agencies through employee secondments.

Overview of the amendments to the Insurance Business Act

  • Strengthening regulation of large insurance agents: the amendment intends to strengthen the regulation of large insurance agents. Specifically, such agents will be required to appoint compliance officers, and to establish a complaint-handling system. In addition, it became apparent that large insurance agents that concurrently operate businesses that profit from receiving payments for repairs and other expenses from insurance claims, such as the automobile repair business, have an incentive to make fraudulent claims, for example for repair costs, in order to benefit themselves. This was seen in the major used car sales dealer case. Thus, the amendment requires the establishment of a system to manage conflicts of interest for insurance agents.
  • Ensuring the effectiveness of monitoring systems of insurance companies: one factor thought to have given rise to the fraudulent insurance claim case is insufficient education, monitoring or guidance by insurance companies over large insurance agents. In view of this, under the amendment, insurance companies must implement an effective system to monitor insurance agents, including appropriate separation between the insurance claims payment management department and the sales department of insurance companies.

Overview of the amendments to the JFSA’s Supervisory Guidelines

  • Promoting the use of insurance brokers: see details in the sections “Revisions relating to insurance brokers” and “Expected revisions relating to insurance brokers” below.
  • Preventing excessive favours from insurance companies to insurance agents: the JFSA’s Guidelines recognise that excessive preferential treatment provided by insurance companies to insurance agents may induce those agents to recommend specific insurance products based on the level of preferential treatment received, thereby potentially hindering customers’ opportunities to make appropriate product selections. Thus, the Guidelines endorse the establishment of systems and judgement criteria relating to excessive favours.
  • Preventing inappropriate secondment from insurance companies to insurance agents: the Guidelines advocate for the prevention of the inappropriate secondment of insurance companies personnel to insurance agents, by putting in place suitable secondment systems and judgement criteria, in light of the following risks:
    1. secondments functioning as excessive favours, which may induce preferential treatment of the seconding insurance company’s insurance products and limit customers’ opportunities to make appropriate product choices;
    2. improper sharing of customer information;
    3. interfering with the independence of insurance agents; and
    4. conflict-of-interest management.
  • Optimisation of agency commission calculation methods: the JFSA requests corrective action regarding the calculation of agency commissions for non-life insurers, noting that in recent cases of fraudulent insurance claims, the emphasis on scale and revenue growth has led to a tendency to not always adequately and sufficiently evaluate the quality of operations of customer-centric business practices ‒ including compliance ‒ related to insurance solicitation.
  • Establishment of information management systems for customer information: in response to information leakage incidents, the need-to-know principle has been introduced. This requires access to customer information be restricted to employees and officers who require it for business purposes. Furthermore, there must be systems to ensure the appropriate management of customer information, including timely and appropriate verification involving the compliance department.
  • Reduction of policy-held shares: the JFSA concluded that the practice of policy-held shares of insurance agents by insurance companies significantly impacted market share and impeded fair competition. As a result of this finding, the JFSA requires a reduction in policy-held shares.

Revisions relating to insurance brokers

Method for receiving brokerage fees

For the purpose of creating a sound competitive environment in the Japanese insurance market, the JFSA is promoting the use of insurance brokers. Under the previous Supervisory Guidelines for Insurers of the JFSA, insurance brokers were not allowed to charge brokerage fees to customers; instead, they were required to receive such fees from insurance companies. The revised Guidelines allow insurance brokers to charge customers for a portion or all of the brokerage fees in the commercial lines insurance market, and require insurance brokers to explain to customers in advance whether (i) they will receive a full commission from the insurance company, (ii) a full commission from the customer, or (iii) a portion of the commission from both the customer and the insurance company. This amendment has been in effect since 28 August 2025.

Expected revisions relating to insurance brokers

In addition, the JFSA announced draft amendments to laws and regulations concerning the following matters on 17 December 2025. These amendments are expected to take effect in June 2026 or later; however, their content may change following the public comment procedure.

  • Revision of security deposit: insurance brokers must make a minimum deposit of JPY20 million at the “deposit office” nearest to their principal office. Although the security deposit is meant to ensure that insurance brokers have the financial resources to compensate for damages, it may be an obstacle to registration as an insurance broker. In view of this, it is expected that the minimum deposit may be reduced to JPY10 million.
  • Joint insurance solicitation with insurance agents: under the current Guidelines, insurance brokers are not allowed to engage in joint insurance solicitation with insurance agents for the same insurance policy. When insurance is jointly arranged for projects funded by multiple companies, insurance agents related to the companies that have invested in the project often participate. However, insurance brokers are not allowed to participate as they would be considered to be making a joint insurance solicitation with the insurance agents, which is prohibited under the current Guidelines. This prohibition will be lifted, and the insurance parties will be required to give a prior explanation of the arrangements to customers and to implement measures to prevent misidentification.
  • Utilising insurance brokers for overseas direct insurance: under the IBA, if a person seeks to apply, with a foreign insurer without a branch in Japan, for an insurance contract relating to (i) persons with an address or residence in Japan, (ii) property located in Japan, or (iii) vessels or aircraft with Japanese nationality, prior approval must be obtained from the JFSA before making the application. The JFSA plans to allow insurance brokers to conduct research on the matters that would be required for approval and to engage in insurance solicitation for these insurance contracts in order to enhance the use of insurance brokers.
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Law and Practice

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Chuo Sogo LPC routinely advises on and issues opinions regarding insurance laws and regulations, as well as matters related to the incorporation, merger and acquisition, restructuring, and liquidation of insurance companies. The firm also regularly handles insurance-related litigation and dispute resolution. Since 2005, Chuo Sogo LPC has seconded its lawyers annually to the Financial Services Agency (FSA), the regulatory body overseeing Japan’s insurance industry. This experience has provided the firm with in-depth insight into the inner workings of this complex agency, enabling it to navigate the often intricate and constantly evolving insurance regulatory landscape more effectively.

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Mori Hamada is a premier international law firm headquartered in Japan. It provides full-service legal support for diverse business activities worldwide. The firm has the largest and most extensive network in Japan as well as strong global presence, enabling it to offer seamless cross-border solutions. Mori Hamada delivers comprehensive and integrated legal services across all areas of business law, using innovative technology to enhance efficiency and quality. The firm understands its clients’ specific needs and objectives and tailors its solutions to ensure optimal outcomes. Its reputation and expertise are built on decades of practical experience and a proven track record. The firm’s mission is to create value for its clients, foster professional growth for its people, and make a positive impact on the community.

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