Record keeping

These rules affect three kinds of work: creating and keeping books and records such as order slips and transaction journals, keeping records of communications behind trades in the US, EU, and UK, and answering an authority's inspection or request for production.

What the rules require

Record keeping rules require a financial institution to create records of its business and transactions and to retain them for set periods and in set ways. In Japan, the Prime Minister can have officials inspect the books, documents, and other items of a financial instruments business operator and similar firms¹. The EU's MiFID II requires records that are sufficient for the competent authority to carry out its supervisory and enforcement tasks². The rules for a US swap dealer require records to include all information needed to reconstruct a transaction comprehensively and accurately³.

Record keeping is a separate duty from reporting the details of a transaction to a trade repository or an authority. Japan's reporting regime is covered in Trade Reporting.

Legal basis and supervisors

In Japan, a financial instruments business operator that conducts OTC derivative transactions and similar business as its regular business registers for Type I financial instruments business. A bank or similar firm that holds a registration prescribed by the FIEA is a registered financial institution⁷.

The provisions were checked as published on October 6, 2026 (last amendments: the FIEA effective August 12, 2026, and the Cabinet Office Order effective August 3, 2026).

Creating and keeping books and records in Japan

Books and records to create

The FIEA requires a financial instruments business operator that conducts Type I financial instruments business to create and retain books and records of its business as a Cabinet Office Order provides⁸. The Cabinet Office Order lists the types. They include the order slip, the transaction journal, the customer ledger, and the trading products ledger⁹.

The difference between item 1 and item 2 is whether the record is a copy or the document itself.

An order slip states whether the trade is for the firm's own account or on commission, the customer's name, the type of transaction, the instrument, and whether it is a sale or a purchase. It also states the quantity ordered, the quantity executed, the date and time of the order, the date and time of execution, the execution price, and so on¹⁰. Depending on the type of transaction, further items are added, such as the delivery month, the strike price, and the trading period. In principle, a customer's order slip is created promptly when the order is received, and if it is created as an electronic record, the date and time of input must be recorded automatically¹¹.

A financial instruments business operator that does not conduct Type I financial instruments business, and a registered financial institution, are each covered by separate articles that set the books and records to create¹².

Retention period and place

The Cabinet Office Order sets the retention period by type of books and records. The start date of the period also differs by type. Some run from the date of creation, and others run from the date the document ceased to be effective or the date the business ended¹³.

The start date and the period differ by type of record. Consider a hypothetical example in which Securities Firm H, a Type I financial instruments business operator, creates an order slip (item 3) and a transaction journal (item 4) in 2030, and a document under item 2 ceases to be effective in 2033. The item 2 document is there only to show a different start date. Adding the periods in the table to the years gives the following.

The deadline is 2037 for the order slip, 2038 for the item 2 document, and 2040 for the transaction journal. In this example, the deadline of the item 2 document (2038) falls later than that of the order slip (2037). The deadlines are shown only to the year¹³.

Figure description

The figure arranges, in order of years, the retention deadlines for each type of record from the start date to the deadline. The start date is the date of creation for order slips and the transaction journal, and the date the Item 2 document ceases to be effective; the retention period differs by record. The filled dots mark the start dates. The years are examples, and the spacing does not represent the length of a year.

In principle, books and records are kept in Japan. For a document created at a foreign office or similar place, it is enough to keep a copy in Japan without delay after creation. For books and records created as electronic records, the rule has an exception if the firm keeps them so that it can show the recorded matters without delay at an office or similar place in Japan¹⁴.

The exception to the rule of keeping records in Japan is shown below, in the order of the questions in the figure.

Figure description

The figure checks the exception to the principle of domestic retention in the Cabinet Office Order, through two questions in the order of the conditions in the text. A no to the first means the exception does not apply and the principle of domestic retention holds. The second asks for a domestic copy for documents made abroad and domestic viewing for electromagnetic records, and a no also means the exception does not apply. If both are yes, the exception in principle applies.

Consider a hypothetical example in which Securities Firm H creates a transaction journal (item 4) as a paper document at a foreign office. Applying the questions in the figure gives the following.

Neither example assumes any other condition.

A person who failed to create or retain books and records, or who created a false document, faces imprisonment of up to 1 year or a fine of up to 3 million yen, and both may be imposed¹⁵.

Records of US swap dealers

In the US, CFTC rules require a swap dealer and a major swap participant to keep complete and systematic records of their swap activities. 17 CFR 23.201 sets the records required, 23.202 sets the daily trading records, and 23.203 and 1.31 set retention and inspection.

What to keep

Transaction records include orders (whether executed, not executed, or canceled), letters, confirmations, and contracts. Keeping a record of reported data is a separate duty from the report itself (the report to a trade repository). The content of reporting is covered in Clearing, Reporting, and Trade Execution Requirements.

Section 23.202 requires a swap dealer to create and keep daily trading records for every swap it executes. The records must include all the information needed for a comprehensive and accurate reconstruction of each swap trade (trade reconstruction)³. The records by point in time are as follows¹⁷.

Pre-execution communications include those by telephone, voicemail, facsimile, instant message, chat room, email, and mobile device.

Retention period, place, and production

17 CFR 23.203(b)(1) requires records to be kept in accordance with 17 CFR 1.31. Section 1.31(b) sets the period by type of record¹⁸.

A record created and kept on paper only is kept readily accessible for at least 2 years. An electronic record is kept readily accessible throughout the retention period.

Section 1.31(a) provides that an electronic record includes the data needed to search and display the record and the data that shows when and how the record was created, formatted, or modified¹⁹. Section 1.31(c) requires a person who keeps electronic records to have systems and controls that maintain the authenticity and reliability of the records. The systems protect the security, signature, and data of the records and make the records available even in an emergency. The person also keeps up to date an inventory of the systems used for records (what is recorded and which system can produce the records)²⁰.

The place of retention is the principal place of business or a designated principal office. If the principal place of business is outside the US, the firm produces the records at a location in the US that a CFTC representative designates, within 72 hours of the representative's request⁵. Section 1.31(d)(3) provides that for electronic records, a CFTC representative makes the request specifying a reasonable form and medium, and requires the firm to produce the records promptly in the requested form and medium unless otherwise instructed²¹.

For the retention period of swap data reported under CFTC rules, 23.203(b)(3) refers to 17 CFR 45.2.

Records in the EU and UK

MiFID II in the EU

MiFID II requires an investment firm to keep records of all services, activities, and transactions it provided. The records must be sufficient for the competent authority to carry out its supervisory and enforcement tasks under MiFID II, MiFIR, and the market abuse directive and regulation. In particular, they must let the authority ascertain that the firm has complied with its obligations to clients and potential clients and its obligations on market integrity².

MiFID II also empowers the European Commission to set out the detail of the organizational requirements for investment firms by delegated acts²². The period for records of telephone and electronic communications is covered in the section "Records of calls and electronic communications" below.

FCA Handbook in the UK

SYSC 9.1 of the FCA Handbook requires a common platform firm to keep records of the services, activities, and transactions it provided. The purpose is the same as that of the MiFID II rule on investment firms' records. "Common platform firm" and "MiFID business" are FCA Handbook terms and stay in the original wording. For other firms, the rule requires them to arrange and keep records in an orderly way⁶.

The retention medium requirements must be met whatever the type of technology used²³.

Records of calls and electronic communications

The treatment of calls and electronic communications differs among the FIEA and Cabinet Office Order, MiFID II, and the FCA rules. The Japan row is limited to the FIEA and the Cabinet Office Order.

The Financial Services Agency's supervisory guidelines have an item that looks at whether a Type I small-amount electronic offering handler that conducts business by voice call has "a framework in which it can verify matters afterward by recording or other means" (our translation)²⁸. It is not a provision that requires retention.

The EU and the UK also set the scope of the devices covered. The devices covered are those the investment firm provided to an employee or contractor, and those the firm accepted or permitted the use of. The firm also takes all reasonable steps to prevent staff from making relevant calls or communications on a private device that the firm cannot record or copy²⁶. An order a client gives by means other than a telephone is kept on a durable medium such as mail, facsimile, or email, or the content of a meeting is kept as minutes or notes.

In the UK, SYSC 10A.1.6R requires all reasonable steps to record telephone conversations and keep copies of electronic communications. SYSC 10A.1.15R requires, among other things, a written policy on recording calls and electronic communications. The policy identifies what is covered and sets the procedure for exceptional cases where a recording could not be made, and the management body oversees the policy and procedures. When the FCA requests it, the firm shows the policy, the procedures, and the management body's oversight. SYSC 10A.1.16R also requires the firm to keep the relevant information from face-to-face conversations with clients on a durable medium²⁷.

Effects on practice

Consider a hypothetical example in which Securities Firm H is a Japanese Type I financial instruments business operator that is registered with the CFTC as a swap dealer in the US. A salesperson at Securities Firm H negotiates the terms of a swap with a US counterparty over chat and telephone and executes it. The Japanese Cabinet Office Order requires the content of the execution to be kept in an order slip and a transaction journal. The US rules further require records of the chat and telephone exchanges, the time of each quote, and the post-execution processing.

Now assume a CFTC representative later requests the records. If the principal place of business of Securities Firm H is outside the US, it produces the records at a location in the US that the representative designates, within 72 hours of the request⁵. It produces electronic records promptly in the form and medium the representative specifies, unless otherwise instructed²¹. In Japan too, officials of the Prime Minister can inspect books, documents, and other items¹. The provisions go this far. They do not decide which department at Securities Firm H collects what internally.

Because the start date differs by type, the deadlines differ by record even for the same transaction. Many Japanese books and records run from the date of creation, but some of the 5-year records run from the date the document ceased to be effective, and some of the 10-year records run from the date the business ended¹³. A US swap transaction record is kept for at least 5 years from the date the transaction terminated, matured, expired, was transferred, assigned, or novated, so the longer the life of the transaction, the longer the retention period¹⁸.

What this page does not cover

The entries required in the customer ledger and the trading products ledger in Japan are not covered on this page. Which provision each item 1 and item 2 document comes from is not covered on this page. How the last day of a retention period is counted, the fine for a legal person, and the content of books and records other than those of Type I financial instruments business are not covered on this page.

The retention period and customer notice for calls and electronic communications in Japan, and the rules of the Japan Securities Dealers Association and the exchanges, are not covered on this page.

The content of 17 CFR 45.2 is not covered on this page.

The media and periods of records set by the MiFID II delegated acts are not covered on this page.

The definitions and scope of "common platform firm" and "MiFID business" in the FCA Handbook, and the scope of firms to which the UK rules on call records apply, are not covered on this page.

Notes

1. FIEA Article 56-2, paragraph 1 (when the Prime Minister finds it necessary and appropriate in the public interest or for investor protection, the Prime Minister may order a financial instruments business operator and similar firms to submit reports or materials on business or property, and may have officials inspect the state of business or property, or the books, documents, and other items). ↩ ↩²

2. Article 16(6) of Directive 2014/65/EU of the European Parliament and of the Council (the records are sufficient to enable the competent authority to fulfil its tasks under this Directive, Regulation (EU) No 600/2014, Directive 2014/57/EU, and Regulation (EU) No 596/2014). The text as adopted, on legislation.gov.uk. ↩ ↩² ↩³

3. 17 CFR 23.202(a) (daily trading records for all swaps executed, with all information needed for trade reconstruction, searchable by transaction and by counterparty). The eCFR version as of October 1, 2026. ↩ ↩²

4. FIEA Article 46-2 (Type I financial instruments business operators), Article 47 (other financial instruments business operators), and Article 48 (registered financial institutions). Articles 157, 181, and 184 of the Cabinet Office Order on Financial Instruments Business, etc. (金融商品取引業等に関する内閣府令; our translation), each headed "Books and records on business". ↩

5. 17 CFR 23.203(a)(1) (records of a principal place of business outside the US are produced at a designated US location within 72 hours of the request), (b)(1) (retention under 1.31, and inspection), and (b)(3) (retention of reported data referred to 45.2). ↩ ↩² ↩³

6. FCA Handbook SYSC 9.1.1R (firms other than common platform firms), 9.1.1AR (common platform firms; corresponds to MiFID II Article 16(6)), and 9.1.1BR (organizational records, and policies and procedures). Updated on December 9, 2025. ↩ ↩² ↩³

7. FIEA Article 33-2. ↩

8. FIEA Article 46-2. ↩

9. Cabinet Office Order on Financial Instruments Business, etc. (our translation), Article 157, paragraph 1, items 1 to 18 (item 3 order slip, item 4 transaction journal, item 9 customer ledger, item 13 trading products ledger). The entries of the transaction journal are in Article 159, paragraph 1. ↩

10. Cabinet Office Order on Financial Instruments Business, etc. (our translation), Article 158, paragraph 1, items 1 to 11 (including limit or market order). The additional items for each type of transaction are in item 3 (a) to (h) of the same paragraph. ↩

11. Cabinet Office Order on Financial Instruments Business, etc. (our translation), Article 158, paragraph 2, item 1 (a customer's order slip is created promptly when the order is received, with exceptions such as orders received all at once) and item 3 (b) (if created as an electronic record, the date and time of input are recorded automatically). ↩

12. FIEA Articles 47 and 48. Cabinet Office Order on Financial Instruments Business, etc. (our translation), Articles 181 and 184. ↩

13. Cabinet Office Order on Financial Instruments Business, etc. (our translation), Article 157, paragraph 2 (5 years for items 1 to 2-2 and others, 7 years for items 3 to 3-4 and others, and 10 years for items 4 to 15-2 and others; start dates as in the table). ↩ ↩² ↩³

14. Cabinet Office Order on Financial Instruments Business, etc. (our translation), Article 157, paragraph 3 (kept in Japan; the two exceptions in the proviso). ↩ ↩² ↩³

15. FIEA Article 198-6, item 3 (when a person fails to create or retain documents or records under provisions such as Articles 46-2, 47, and 48, or creates false documents or records). ↩

16. 17 CFR 23.201(a)(1) (transaction records), (a)(2) (position records), (b) (business records), (c) (data reported under 17 CFR part 45, with the date and time of each report), and (d) (data reported in real time under 17 CFR part 43, with date and time). ↩

17. 17 CFR 23.202(a)(1) (pre-execution; the UTC time record is in (a)(1)(ii)), (a)(2) (execution), (a)(3) (post-execution), and (a)(4) (ledger). ↩

18. 17 CFR 1.31(b)(1) (records of swaps and similar transactions), (b)(2) (oral communications: at least 1 year), (b)(3) (others: at least 5 years), and (b)(4) (the period for keeping records readily accessible). All of this is subject to the condition "except as otherwise provided." ↩ ↩²

19. 17 CFR 1.31(a) (definition of regulatory records; an electronic record includes the data needed to search and display the record and the data that explains when and how the record was created, formatted, or modified). ↩

20. 17 CFR 1.31(c)(1) (a form and manner that maintains authenticity and reliability) and (c)(2)(i) to (iii) (systems and controls, availability of records even in an emergency, and the inventory of systems). ↩

21. 17 CFR 1.31(d)(3) (a request for electronic records specifies a reasonable form and medium. The firm produces the records promptly in the requested form and medium). ↩ ↩²

22. Article 16(12) of Directive 2014/65/EU of the European Parliament and of the Council. ↩

23. FCA Handbook SYSC 9.1.2R (a common platform firm keeps records on its MiFID business for at least 5 years) and SYSC 9.1.2-AR(1) to (5) (the conditions on the retention medium). ↩ ↩² ↩³

24. FCA Handbook SYSC 9.1.5G (the retention period for records of non-MiFID business. The general principle is to keep records for as long as they are relevant to the purpose for which they were made). ↩

25. The full texts of the FIEA and the Cabinet Office Order in the e-Gov versions were searched for the word "recording" (録音), and no provision contains it. ↩

26. Article 16(7) of Directive 2014/65/EU of the European Parliament and of the Council (devices covered, notice to clients, private devices, orders other than by telephone, and the retention period). The text as adopted, on legislation.gov.uk. ↩ ↩²

27. FCA Handbook SYSC 10A.1.6R to 10A.1.8R (recording and copies, private devices, calls that do not result in a transaction) and 10A.1.11R to 10A.1.16R (notice to clients, period, recording policy, face-to-face conversations). Updated on October 23, 2025. ↩ ↩²

28. Financial Services Agency, "金融商品取引業者等向けの総合的な監督指針" (Comprehensive Guidelines for Supervision of Financial Instruments Business Operators, etc.) (in Japanese), IV-3-5-4-1 (framework for solicitation and explanation), the fourth of the supervisory evaluation items for conducting Type I small-amount electronic offering handling business by voice call. It is a supervisory point of attention, not a provision that requires retention. ↩