About “the business accounting standards generally accepted as fair and appropriate” under the Financial Instruments and Exchange Act and related regulations and “the business accounting practices generally accepted as fair and appropriate” under the Companies Act and related regulations, historical research for the background was performed.
This page will explain the positioning of Japanese GAAP in the rules for preparing financial statements in Japan from the perspective of the business accounting “standards” and “practices” generally accepted as fair and appropriate.
After World War II, Japan was in economic turmoil, and the government established the Economic Stabilization Headquarters in 1946 as an economic measure for reconstruction.
The Economic Stabilization Headquarters was an organization under the direct control of the Cabinet, and the Prime Minister took office as its president.
The first president was Shigeru Yoshida.
At that time, there was no Securities and Exchange Law (old law of the Financial Instruments and Exchange Act), and the Commercial Code (old law of the Companies Act) had no accounting provisions, in Japan.
Under this background, the Business Accounting System Countermeasures Investigation Committee was established, in the Economic Stabilization Headquarters, in response to the Accounting Standards Law Concept by scholars.
The Accounting Standards Law Concept is an idea that aims to enact "generally accepted accounting standards" into law.
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In 1949, the Business Accounting System Countermeasures Investigation Committee published an interim report on Business Accounting Principles and Rules based on the Principles.
Business Accounting Principles and Rules based on the Principles was what showed the principles and form for preparing financial statements, respectively.
This event served as an opportunity to form the current Japanese accounting system.
After undergoing several amendments, the Business Accounting Principles have come to be recognized as "the fair accounting practices" in the Commercial Code.
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As a result, the Business Accounting Principles and Rules based on the Principles became the basis for the current accounting rules in the Companies Act and the Financial Instruments and Exchange Act.
The Investigation Committee later became the Business Accounting Council, and today the Accounting Standards Board of Japan (ASBJ) of the Financial Accounting Standards Foundation (FASF) has been played that role of formulating accounting standards.
In Japan, domestic listed companies can choose from four types of accounting standards: Japanese GAAP, Designated IFRS, U.S. GAAP, and Japan' Modified International Standards (JMIS).
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Among them, Japanese GAAP is the most widely adopted accounting standard in Japan as of 2022.
The ASBJ explains Japanese GAAP as follows.
"Japanese generally accepted accounting principles (GAAP) are one of the four sets of accounting standards listed companies in Japan can currently choose to use to file their consolidated financial statements."
Although it is a short sentence, this sentence accurately expresses Japanese GAAP.
Under the Financial Instruments and Exchange Act, with some exceptions, listed companies must submit annual securities reports or quarterly reports (hereinafter, both are referred to as securities reports) to the Prime Minister each business year or quarter (Financial Instruments and Exchange Act Article 24, Article 24-4-7).
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In addition, documents concerning financial calculations shall be prepared in accordance with the terminology, forms, and preparation methods specified by a Cabinet Office Ordinance in accordance with the principles generally accepted by the Prime Minister as fair and appropriate (Financial Instruments and Exchange Act Article 193).
The Regulation on Terminology, Forms and Preparation Methods of Consolidated Financial Statements (hereinafter referred to as the "Consolidated Financial Statements Regulations") also stipulate about these financial and accounting documents as follows.
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(A) The terminology, forms, and preparation methods of consolidated financial statements are governed by the provisions of this Regulation, except for some exceptions.
(B) Any particulars that are not provided for under this Regulation are following the business accounting standards generally accepted as fair and appropriate.
In other words, listed companies that submit consolidated financial statements must comply with the Consolidated Financial Statement Regulations, if there are any regulations.
And if there are no regulations, they must comply with "the business accounting standards generally accepted as fair and appropriate".
By the way, according to Article 1 of the Consolidated Financial Statements Regulations, the basis for the preparation of consolidated financial statements by listed companies is divided into the regulations and others.
Since Japanese GAAP are accounting standards listed companies in Japan can currently choose to use to file their consolidated financial statements, Japanese standards are considered to be included in the regulations or "the business accounting standards generally accepted as fair and appropriate."
On the other hand, from the article 1, it is not clear whether this "the business accounting standards generally accepted as fair and appropriate" include the provisions of the Consolidated Financial Statements Regulations.
About this regard, it is necessary to understand the relationship between law and accounting.
Business Accounting Principles and Rules based on the Principles mentioned at the beginning were published in 1949, when the Securities and Exchange Law did not exist and when the Commercial Code had no accounting provisions.
And these were originally proposed with the intention of enacting "the business accounting standards generally accepted as fair and appropriate" into law.
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After that, the amended Business Accounting Principles came to be recognized as "fair accounting practices" under the Commercial Code, and Rules based on the Principles were incorporated into the Securities and Exchange Law.
Therefore, some parts of the Business Accounting Principles and Rules based on the Principles are incorporated into the current Companies Act and the Financial Instruments and Exchange Act, respectively.
Similar things has been happened even after the Reiwa era.
For example, in the the Act Partially Amending the Regulation on Terminology, Forms and Preparation Methods of Financial Statements, etc.,
several Regulation related to finantial statement was amended based on the revised ASBJ Guidance No. 31 (revised 2021), "Implementation Guidance on Accounting Standard for Fair Value Measurement."
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At the same time, the ASBJ Statement No. 5 (revised 2021), "Accounting Standard for Presentation of Net Assets in the Balance Sheet" was added to the "the business accounting standards generally accepted as fair and appropriate" in the Consolidated Financial Statements Regulations.
Setting aside the actual situation, Japan is a country that advocates capitalism and democracy.
"The business accounting standards generally not accepted as fair and appropriate" are unlikely to be made a law openly.
It would be more natural to consider that these are events that several "the business accounting standards generally accepted as fair and appropriate" was stipulated in the law.
That is, the provisions of the Consolidated Financial Statements Regulations are included in "the business accounting standards generally accepted as fair and appropriate".
In addition, "the business accounting standards generally accepted as fair and appropriate" are incorporated into the legal system of the Financial Instruments and Exchange Act, even if there is no explicit provision indicating the content of the accounting standards.
Because the Financial Instruments and Exchange Act stipulates that documents concerning financial calculations shall be prepared in accordance with the terminology, forms, and preparation methods specified by a Cabinet Office Ordinance in accordance with the principles generally accepted by the Prime Minister as fair and appropriate.
Therefore, Japanese GAAP is interpreted as part of "the business accounting standards generally accepted as fair and appropriate" including the provisions of the Consolidated Financial Statements Regulations.
In Japan, laws related to corporate accounting include the Companies Act, the Financial Instruments and Exchange Act, and tax laws such as the Corporation Tax Act.
Among them, the Companies Act and the Financial Instruments and Exchange Act are important laws for understanding accounting in Japan.
The Financial Instruments and Exchange Act is a law under the jurisdiction of the Financial Services Agency, and one of its objectives is to protect investors.
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This Law has regulated large companies, such as listed companies, among companies, and has stipulated that documents concerning financial calculations of these companies shall be prepared in accordance with the terminology, forms, and preparation methods specified by a Cabinet Office Ordinance.
In addition to the above-mentioned Consolidated Financial Statements Regulations, there are various regulations that indicate the terminology, forms, and preparation methods, such as "Regulation on Terminology, Forms, and Preparation Methods of Financial Statements", "Regulation on the Terminology, Forms, and Preparation Methods of Quarterly Consolidated Financial Statements."
Any of these Regulations stipulate that the terminology, forms, and preparation methods of financial statements are governed by the provisions of these Regulation, and that any particulars that are not provided for under this Regulation are to follow the business accounting standards generally accepted as fair and appropriate.
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In other words, the consolidated or individual financial statements included in the securities reports of listed companies are prepared based on "the business accounting standards generally accepted as fair and appropriate".
On the other hand, the Companies Act is a law under the jurisdiction of the Ministry of Justice, and govern the formation, organization, operation and management of companies.
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The Companies Act is a set of rules imposed on all companies (Stock Company, General Partnership Company, Limited Partnership Company and Limited Liability Company).
Stock companies, whether listed or unlisted, should comply with these rules.
The Companies Act stipulates that "the accounting for a Stock Company is to be subject to the business accounting practices generally accepted as fair and appropriate" (Companies Act Article 431).
In additoion, the Ministry of Justice Order stipulates that "Regarding the interpretation of the terms and the application of the provisions found in this Ministerial Order, the standards of corporate accounting and other corporate accounting practices that are generally accepted as fair and appropriate must be taken into consideration" (Regulations on Corporate Accounting Article 3).
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These sentences indicate that "the business accounting practices generally accepted as fair and appropriate" is a broader concept than "the business accounting standards generally accepted as fair and appropriate."
So what is "the business accounting practices generally accepted as fair and appropriate"?
About this practices, although it is not included in "the business accounting standards generally accepted as fair and appropriate" in the Financial Instruments and Exchange Act, there is a guidance that is recognized as "the business accounting practices generally accepted as fair and appropriate."
Small and Medium-sized Enterprises are not subject to the Financial Instruments and Exchange Act, but are subject to the Companies Act.
There are "The Accounting Guidelines for Small and Medium-sized Entities" as guidelines that show recommended accounting treatment for such small businesses.
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Although the Guidelines is not included in "the business accounting standards generally accepted as fair and appropriate," they can be interpreted what is included in "the business accounting practices generally accepted as fair and appropriate"
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In other words, the contents clearly stated in these guidelines are included in "other corporate accounting practices" in "the standards of corporate accounting and other corporate accounting practices" that are generally accepted as fair and appropriate in the Regulations on Corporate Accounting.
But are “other corporate accounting practices” only those practices documented in this way?
The guidelines also state that it is difficult to show exhaustive accounting treatments.
The word “consideration” in Regulation on Corporate Accounting also make the boundaries of that practice unclear.
The Companies Act stipulates that "The accounting for a Stock Company is to be subject to the business accounting practices generally accepted as fair and appropriate."
On the other hand, the Regulation on Corporate Accounting, which is a Ministry of Justice ordinance, stipulates corporate accounting as follows.
“Regarding the interpretation of the terms and the application of the provisions found in this Ministerial Order, the standards of corporate accounting and other corporate accounting practices that are generally accepted as fair and appropriate must be taken into consideration.”
In other words, the “the business accounting practices generally accepted as fair and appropriate” that Small and Medium-sized Enterprises should follow include this “consideration.” Because the provisions of the Companies Act include the Company Accounting Regulations, which are Ministry of Justice ordinances.
This word was introduced in the Commercial Code in 1974, before the enactment of the Companies Act.
At that time, fair accounting practices were understood to be norms of corporate accounting, which is equivalent to amended Business Accounting Principles.
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On the other hand, if companies must comply with that fair accounting practices, even a rational accounting theory may not be applicable under the Commercial Code until it becomes a fair accounting practice.
The word “consideration” was chosen to avoid such a situation.
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Therefore, "other corporate accounting practices" may include accounting treatments that are not yet generally accepted as fair accounting practices and are not documented.
Nonetheless, if there are "the standards of corporate accounting and other corporate accounting practices that are generally accepted as fair and appropriate", it has been considered a matter of course to comply with them.
Accounting treatments that are not generally accepted as fair and appropriate are unlikely to be included in "other corporate accounting practices."
In light of the above, it can be cosnidered that “the business accounting practices generally accepted as fair and appropriate” mostly consist of “the business accounting standards generally accepted as fair and appropriate” and documented “other corporate accounting practices that are generally accepted as fair and appropriate.”
And this "the business accounting practices generally accepted as fair and appropriate" is recognized as the norm of business accounting.
In summary, the rules for preparing financial statements under the Financial Instruments and Exchange Act and the Companies Act have the following relationship.
"The business accounting practices generally accepted as fair and appropriate" in the Companies Act are accounting rules that are regarded as the norm of business accounting that all companies should follow.
Among them, "the terminology, forms, and preparation methods specified by a Cabinet Office Ordinance in accordance with the principles generally accepted by the Prime Minister as fair and appropriate", based on the Financial Instruments and Exchange Act, is "the business accounting standards generally accepted as fair and appropriate."
"The business accounting standards generally accepted as fair and appropriate" is a set of more sophisticated accounting rules based on the norms: "the business accounting practices generally accepted as fair and appropriate."
When Japanese listed companies prepare annual securities reports, they are required to prepare consolidated financial statements in accordance with this "the business accounting standards generally accepted as fair and appropriate."
Japanese GAAP are one of the "business accounting standards generally accepted as fair and appropriate" that listed companies in Japan can use for the preparation of the consolidated financial statements.