SEISEI INSIGHTS — M&A
How to Vet a Japan M&A Advisor: Start with the Registry
2026-07-20
From clients considering the acquisition of a Japanese company from abroad, we hear the same question again and again: "How do I tell a genuine advisor from an operator dressed up as one?" The question persists because real risk exists in the market — retainers collected before contact goes silent, decisions rushed on thinly substantiated targets, residence status casually "guaranteed." Rather than assessing any individual firm, this article sets out an institutional starting point that anyone can check against the same standard.
Start with the M&A Support-Agency Registration System
The most objective check is whether the party is listed under the M&A Support-Agency Registration System (M&A支援機関登録制度). Operated by Japan's Small and Medium Enterprise Agency, it maintains a publicly searchable list of registered intermediaries and financial advisors (FAs) that anyone can consult online.
Registration carries two practical meanings:
- A pledge to a code of conduct. To register, a firm declares that it will comply with the Guidelines for Small and Medium M&A (Ministry of Economy, Trade and Industry / SME Agency), which call for fee transparency and disclosure where the firm is paid by both buyer and seller.
- Eligibility for subsidies. Under the expert-engagement track of the Business Succession and M&A Subsidy, support provided by a registered agency is a precondition for a partial subsidy on fees.
What registration does establish is that the firm has met the requirements set out in the public-offering guidelines. Those requirements are several: the firm declares that it will comply with the guidelines and publishes that declaration on its own website, submits its fee schedule and a report on its support services and consents to part of that information being published, and confirms that it has no ties to organised crime, among others. Registration is neither a licence nor a mark of merit, and it does not warrant the quality of the support provided. Conversely, absence from the list, on its own, does not establish that a party is unsuitable: the system covers a defined scope of services, and a professional who handles only work outside that scope will not appear on it.
Warning Signs: Four Things to Check
| Signal | Why it matters |
|---|---|
| Frequent "guarantees" | Closing, residence status, and licence approvals cannot honestly be promised with certainty. A party that asserts otherwise either misunderstands the process or is rushing your decision |
| No visibility into the process | A legitimate advisor discloses target-screening criteria and issues found in due diligence. "Pay a retainer before the opportunity is gone" is a signal in itself |
| No verifiable credentials or substance | Office registration, location, and the qualifications of the person handling the matter are basic items to confirm |
| No disclosure of dual compensation | An advisor who is silent about being paid by both buyer and seller may not be a neutral party |
Where the Qualification Lines Fall
In Japan, the scope of each profession is drawn by statute. Preparing tax documents and representing a client in a tax filing amount to "tax-accountant services" where they are carried on as a business in response to another party's request. Such services may not be performed by anyone who is not a licensed tax accountant or tax-accountant corporation (Certified Tax Accountant Act, Art. 2(1) and (2), and Art. 52), except where the statute provides otherwise: an attorney who has given notice to the Regional Taxation Bureau Commissioner through their bar association may perform those services within that bureau's jurisdiction, and a law corporation or a joint corporation of attorneys and registered foreign lawyers may do the same by giving that notice, but only where every attorney member of the corporation has given the notice individually (same Act, Art. 51(1) and (3)). For real estate, a licence is required where a party, as a business, buys or exchanges land or buildings on its own account, or acts as agent or broker for the sale, exchange, or lease of them. A party without a licence may neither carry on that business nor hold itself out or advertise as doing so (Real Estate Brokerage Act, Art. 2(ii), Art. 3(1), and Art. 12). Advising on or brokering a share transfer in a company that holds real estate does not ordinarily fall within that scope. Whether an advisor can clearly explain which work it handles itself and which it entrusts to licensed professionals is one indicator of a sound structure.
Treat It as a Structural Question
"Is this party a fraud?" is, in truth, hard to verify. Three things are easier to confirm:
- Are they on the registry's public list?
- Do they disclose the target-screening process and due-diligence findings?
- Is each type of work handled by someone who holds the corresponding qualification?
A party that will show you the process, versus one that only rushes the retainer — that single distinction is the first filter, from both the institutional and the practical side.
This article provides general information on institutional frameworks and does not constitute individual legal or tax consultation. For specific matters, we introduce qualified partner professionals who handle the work accordingly.