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Electronically recorded claims

The Japanese government recently passed the Electronically Recorded Claims Act to address the use of monetary claims that are electronically recorded, so paperless. They include commercial paper and accounts receivable that are transferred electronically, which means in a safer manner than the traditional scheme. The Act provides processes for the creation and transfer of electronically recorded claims (denshi kiroku saiken). It also establishes organisations that are responsible for recording such claims (denshi saiken kiroku kikan, Organisations for Electronically Recorded Claims) on electronic registers (kiroku genbo).

The Act defines electronically recorded claims as "monetary claims, the generation or transfer of which is required to be electronically recorded under this Act". Electronic claims are typically used in syndicated loans. There are three types of claims: general claims, claims against guarantors (denshi kiroku hosho saimu rikou seikyuken) and special claims from guarantors' rights (tokubetsu kyusho ken). An electronic record is required both in generating and transferring general claims and special claims from guarantors' rights. For claims against guarantors, only generating such claims requires an electronic record since they are automatically transferred upon transfer of the guarantee. As the Act requires an electronic record for the generation or transfer of such claims, holders of the claims can be easily identified, and the costs for transferring claims are expected to decrease.

Electronic claims are conceptually similar to promissory notes (yakusoku tegata). Both are created by an affirmative act that is separate to the underlying transaction. In addition, electronic claims are distinct from contractual claims, which arise from the relevant underlying transactions. But they differ from promissory notes, in that they may include more detaisl about the claim, as long as the Organisation for Electronically Recording Claims permits the details to be recorded, such as divided payments, interest, delinquency charges and covenants.

The generation of claims against guarantors and special claims from guarantors' rights are recorded differently. Claimants attach a record of the claim against guarantors to the record of the guarantee, or append the record of a special claim to the record of the guarantee after payment. This means that they have no record independent from the guarantee claim, whereas a general claim is recorded as a stand-alone claim.

The Act also attempts to protect information recorded in an electronically recorded claim. It stipulates that the contents of an electronically recorded claim can only be disclosed to persons identified in the record and to the extent necessary for the confirmation of their rights and obligations. An Organization for Electronically Recording Claims can only disclose information to other persons with the consent of the relevant parties.

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