Nagashima Ohno & Tsunematsu | View firm profile
I. Introduction
The Act on Contracts for Security Interest by Assignment and Retention of Title (the “Act”), enacted on May 30, 2025, and promulgated on June 6, 2025, is expected to take effect by 2027 (within two years and six months from its promulgation date).
The Act introduces significant changes to the legal framework for “security interests by assignment” (jou-to tanpo) over movables and receivables in Japan. This newsletter highlights three key aspects of the Act that are anticipated to substantially impact practice: (1) the express recognition of the ability to create subordinate (junior) security interests by assignment; (2) the new rule subordinating perfection by constructive transfer with retention of possession (sen-yu kaitei; hereinafter “Constructive Transfer”) to other methods; and (3) a transitional measure that preserves the priority of pre-enactment Constructive Transfer.
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Author: Ryuji Oka, Partner
+81-3-6889-7266 [email protected]
Ryuji Oka is a partner at Nagashima Ohno & Tsunematsu. He has extensive experience in handling acquisition finance transactions. He has been heavily involved in numerous restructuring and insolvency transactions, particularly in distressed finance and debtor-in-possession (DIP) financing, while handling a wide range of corporate legal matters, with a focus on finance transactions. More recently, he has expanded his practice to cover emerging sectors such as agriculture, forestry, and fisheries.