Point
(i) Individual income tax return not a prerequisite
The ‘Overseas Assets Reporting’ is separate from the individual income tax return and therefore, the new report must be filed regardless of whether an individual income tax return is required to be filed. For example, a nonworking spouse with no Japan tax return filing requirement is required to submit the reporting if he/she has overseas assets of more than JPY 50 million. Also, joint assets located outside of Japan need to be reported by each asset holder separately based on his/her portion.

(ii) International cooperation among governments
In recent years, the environment for tax assessment and collection by Japan and other countries relating to overseas assets has changed quite drastically. The ‘Overseas Assets Reporting’ discussed in this publication is such an example.
Globally, there is international cooperation among government agencies for tax assessment and collection.
More than 50 countries have signed the multilateral Convention on Mutual Administration Assistance in Tax Matters (as of July 2013) for exchanging tax data and helping tax collection. Japan signed the convention in November 2011 and it became effective in June 2013.
Domestically, the National Tax Agency issued the Revised Basic Circular for National Tax Collection Act in June 2013. One of the changes in the revised Circular is that for delinquent taxpayers whose assets are located outside of Japan, the Japanese government can now ask the other country’s government to help collect the unpaid tax.

- MRI International, Inc. (“MRI”) creates funds in the United States (Nevada) to invest in MARS (medical accounts receivable) and markets these funds to investors in Japan. (The funds have been marketed only in Japan.)

- Sales in Japan began in 1998

- In September 2007, with Japan’s Financial Products and Exchange Law going into effect, MRI’s fund business was deemed as a Type II Financial Instrument Business under the law, and it was registered as a Financial Instrument Business in June 2008.

2. Evaluation of MRI’S financial products

(1) MARS investment in the U.S.

- In the U.S., investments in MARS are very well known, and many companies exist to provide factoring services (MARS collection agencies) to hospitals and clinics. Because the U.S. health care industry is so large, and because most medical expenses are paid either by government insurance or highly rated private insurance companies, factoring services are attractive and have become a large business.

- Securities firms and other financial institutions combine debts amassed by MARS collection agencies into debt securities with MARS as collateral, and they market these securities to institutional investors. In fact, U.S. institutional investors hold composite debt securities as one type of product in their portfolios.

- MRI, in its explanatory material for investors, describes itself as specializing in MARS collection, saying that its strength is its superior ability to collect MARS. Of course, if MRI’s MARS collection ability is as good as described in its explanatory material, debts amassed by MRI would have higher value, and one imagines that the firm would certainly have been able to sell its funds to U.S. institutional investors (even if MRI didn’t sell directly to institutional investors, it could have marketed to them through securities firms), and it seems there would have been scant necessity to target individual investors in Japan.

(2) MRI’s investment products

- To understand the characteristics of MRI’s investment products, one may look at MRI’s MRI Series Select A Option A as an example. Option B’s characteristics are basically identical.

(a) Interest and currency exchange

Yen-denominated plan (principle and interest paid in yen)
• Investment amount ¥1,500,000, annual interest 6.0%, investment term 2 to 5 years
• Investment amount ¥7,500,000, annual interest 7.0%, investment term 2 to 5 years
• Investment amount ¥15,000,000, annual interest 8.0%, investment term 2 to 5 years

Dollar-denominated plan (principle and interest paid in dollars)
• Investment amount $10,000, annual interest 6.5%, investment term 2 to 5 years
• Investment amount $50,000, annual interest 7.5%, investment term 2 to 5 years
• Investment amount $100,000, annual interest 8.5%, investment term 2 to 5 years

With Option A of MRI’s investment products, interest is paid once annually, and principle is paid at maturation. It is not possible to terminate the investment before maturation.

- With MRI’s investment products, annual interest varies based on the investment amount. The larger the investment, the higher the annual interest. This kind of differentiation in investment returns is not seen in typical fund products. Because fund performance doesn’t differ for each investor’s investment, there is no rational explanation for different handling of investments based on size. One must assume that MRI offered higher annual interest for large investments so that its efforts at raising large amounts of money would be more effective. In addition, MRI documents indicate a client-loss rate of 5 percent between 1998 and 2005, from which we can infer that its renewal rate was a lofty 95 percent. It is believed that many investors, eager for higher returns at the time of renewals, increased their investment levels.

- MRI documents clearly state that MRI bears the risk of currency fluctuations. In general, Japanese individual investors are believed to be averse to taking on currency risk, and this is likely the reason that the majority are believed to have chosen the yen-denominated plan. In that case, since MARS debts are denominated in dollars, in order for MRI to avoid currency risk, it would have been necessary to hedge by purchasing currency futures or other derivatives. However, with a spread in annual interest of only 0.5% between yen-denominated investments and dollar-denominated investments, it would not have been mathematically feasible for the company to hedge currency risk with derivatives such as currency futures. (Hedging costs are based on the difference between interest rates in the U.S. and Japan.) Since hedging would not have been feasible cost-wise, it is believed that MRI was not hedging currency risk. Therefore, as the yen strengthened against the dollar, one imagines that MRI’s operational situation worsened. In fact, while the yen had been trading under the $1 = ¥100 level before 2008′s Lehman Shock, it quickly appreciated afterwards, reaching the high-70s to the dollar in 2011. One can easily infer that, over the same period, MRI’s capital position quickly deteriorated.

(b) Investment safety

MRI advertised that it used escrow accounts and other methods to ensure that its investment scheme was safe. However, the reason debt products based on MARS collateral are sold to institutional investors is that institutional investors have an obligation, as trustees, to confirm the safety of investment schemes. Furthermore, it is assumed that institutional investors have the ability to perform such validity due diligence. On the other hand, individual investors do not have the capabilities of institutional investors. In fact, there is virtually no way for an individual investor in Japan to verify the safety of an investment scheme in the U.S. One can imagine the reason why MRI chose to market its products to individual investors in Japan.

- In MRI’s investment scheme, MRI branch offices in Japan were not involved at all in the flow of funds. Investors would deposit funds directly into accounts at MRI’s U.S. bank, and disbursements were wired from the U.S. to investors’ domestic Japanese bank accounts. Because Japanese investors deposited investment funds to MRI’s U.S. bank accounts, it is extremely difficult to understand how the assets were used.

- According to results of the Securities and Exchange Surveillance Commission’s investigation into MRI, from at least as early as 2011 on, the majority of capital entrusted by investors was not used for MRI’s stated business but was instead diverted to make payments to other customers. In addition, the company did not manage separation of accounts. This was an investment scam in which new funds were raised to make payouts. It is highly likely that the reason damage from the scam increased was that MRI continued to raise funds in order to avoid bankruptcy.

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Taniguchi Partners, Accounting & Tax Office
A Japanese certified public accountant and Tax Attorny
Minami Azabu Centre 2F 4-12-25 Minami Azabu
Minato-Ku, Tokyo 106-0047
Japan
+ 81 3 6277 0009
Ikuo.taniguchi@taniguchi-partners.jp

Masayuki Matsushima

Joined the Bank of Japan in 1968 after graduating from the University of Tokyo’s Faculty of Law. In 1974, he obtained a Master of Economics (M.A.) from Yale University. After serving as Counselor to London, Director-General of the Research and Statistics Department, and Executive Director (in charge of the Bank’s international affairs), Mr. Matsushima retired as an Executive Director of the Bank of Japan in 2002. From 2008, he served as the Chairman of Credit Suisse Securities Limited , and was later appointed as a Senior Adviser to the Boston Consulting Group in May of 2011.
The chairman of the Rotary Club of Tokyo Roppongi 2012-2013