Key points

  • From April 1, 2025, companies listed on the prime market are required to disclose financial statements and timely disclosure information in English. The core of the system is to publish the English version at the same time as the Japanese version, in principle.
  • In addition to financial statements, supplementary explanatory materials for explaining financial results to investors in an easy-to-understand manner can also be covered. However, it is not necessary to translate all documents in full text; partial or summary disclosure is acceptable.
  • In cases where waiting for the English version would delay timely disclosure in Japanese, such as in the event of an emergency, the Japanese version will be given priority. Then, in principle, the English version will be published on the same day, or at the latest by the start of the next business day.

What became the obligation?

On April 1, 2025, the TSE revised the English disclosure rules for companies listed on the prime market. Traditionally, the Corporate Governance Code has required disclosure of important information in English, but this was an expectation based on the principled “comply or explain” principle. From April 2025, financial statements and timely disclosure information will become mandatory under the listing rules.

If you organize the objects, it will look like this:

Materials Treatment after April 2025 Practical notes
Summary of financial results/quarterly financial results English disclosure required It does not have to be a full-text parallel translation of the Japanese version.
Supplementary explanatory materials for financial results / Supplementary explanatory materials for quarterly financial results Applicable if created to convey financial results It is also possible to combine financial results summary and supplementary materials.
Timely disclosure information English disclosure required A partial or summary is fine, but disclosure items included in the Japanese version must not be omitted from the English version.
PR information Any Not subject to obligation as it does not fall under timely disclosure
Public inspection documents such as notice of general meeting of shareholders, corporate governance report, etc. Any Promoting disclosure in English is desirable, but not subject to the April 2025 obligation
annual Securities report Not subject to TSE rules in April 2025 Treated under a separate system as legal disclosure

The important thing here is not to judge based only on the name of the target material. For example, if a company creates supplementary financial results materials separate from the financial results summary and explains important performance factors, those materials will also be part of communicating financial results information to investors. If you only translate short messages from Japanese into English and leave important explanations in supplementary materials, important information will not reach overseas investors.

Meaning of "simultaneously"

The system requires that the English version and the Japanese version be disclosed at the same time, in principle. The traditional method of posting English translations the next day or several days later is not enough.

However, promptness is the top priority for timely disclosure. In some cases, such as accidents, disasters, cyber incidents, lawsuits, sudden changes in performance, etc., the Japanese disclosure details may not be finalized until the last minute. If the Japanese version is delayed by waiting for the English version to be completed, TSE allows the Japanese version to be released first. In that case, the English version will, in principle, be published on the same day after the Japanese version is disclosed. If the Japanese version is disclosed at night on weekdays, and it is difficult to disclose the English version by 7:00 pm, the standard is until 9:00 am, when the next business day starts.

Therefore, "simultaneous disclosure" does not mean transmitting two files at the same time in seconds under any circumstances. The system is based on simultaneous publication during normal times, but in emergencies, priority is given to prompt disclosure in Japanese, and the English version is followed up as soon as possible.

It doesn't have to be a full-text bilingual translation -- but no information will be lost.

TSE states that it is not necessary for all documents and the entire text of each document to be in English regarding financial results information. It is acceptable to issue only the financial results report in English, or to combine the summary information of the short report with supplementary explanatory materials for the financial results.

Timely disclosure may also be in part or in summary. There is no set standard as to how much detail is required. At a minimum, foreign investors must have content that allows them to understand when and what was decided or occurred, and they may be able to refer to the Japanese version for details.

However, being able to summarize is different from being able to omit important details. If a single document in Japanese contains multiple disclosure items, all disclosure items must be covered in the English version as well. For example, if the financial statement also discloses the occurrence of an impairment loss, it is necessary to also communicate that impairment loss in the English brief or in another English document.

In practice, it is easier to divide English disclosure into the following three layers.

  1. Information necessary to understand the facts - Date of decision, date of occurrence, counterparty, amount, impact on performance, future plans.
  2. Explanation needed for investment decisions - Background, strategic implications, key assumptions, risks, and implications for capital policy.
  3. Supplementary information only available in the Japanese version - Detailed legal citations, domestic procedure explanations, and standard notes.

The first layer is the minimum required to comply with obligations, but for materials that will affect dialogue with investors, such as financial results and large-scale M&A, it is better to prepare up to the second layer in English. The extent to which the third layer should be translated will be determined depending on the nature of the material and the composition of overseas shareholders.

Even after it became mandatory, disclosure of non-covered materials in English continues to progress.

According to a TSE survey as of the end of December 2024, 99.0% of companies listed on the prime market had made some kind of disclosure in English. By material, 93.8% were financial results, 76.4% were IR briefing materials, and 59.2% were timely disclosure materials. In a survey conducted at the end of December 2025 after the mandate was made, the disclosure rate in English for IR briefing materials, which are not covered, rose to 87.1%, and the disclosure rate for shareholder meeting convocation notices rose to 94.9%.

What these numbers show is that the April 2025 rules are not a system in which only two types of materials have to be translated. The prime market is a market that relies on dialogue with overseas investors, and financial results and timely disclosure information are just the beginning. The extent to which materials directly linked to determining corporate value, such as medium-term business plans, capital allocation policies, board composition, and sustainability information, will be provided in English remains up to each company's IR strategy.

How to reorganize the work flow

In order to ensure stable simultaneous Japanese-English disclosure, it is important not to leave English translation as a task after the Japanese version is completed. Japanese and English will be incorporated into the same disclosure process in the following manner.

stage Practical steps to advance Japanese and English together
Drafting Place disclosure items, numerical values, proper nouns, and important messages in a common Japanese-English composition table
translation Unify standard expressions, account items, job titles, and M&A terms using an in-house glossary
confirmation Compare numbers, dates, units, negative expressions, and forward-looking conditions across Japanese and English.
approval Same approver and same deadline for Japanese and English versions
Announcement Align the registration time on TDnet with the posting time on your company's website.
Post-inspection Check the publication status on JPX English Disclosure GATE and TSE Listed Company Information Service

For emergency disclosure, prepare a simple procedure that is different from the normal settlement flow. By deciding who will draft the main points in English, to what extent they can be published with internal approval, and what to do during times when external translation companies are not available, you can avoid delaying the publication of the Japanese version.

Implications that IR personnel should be aware of

  1. Design simultaneous disclosure as a disclosure control rather than a translation task. The process of starting English translation after the Japanese version is finalized causes delays even under normal times. Drafting, numerical confirmation, legal confirmation, and approval will be made common to both Japanese and English.
  2. Do not use "partial/summary information" as a license to omit information. It is not permitted to omit important disclosure items from the Japanese version in the English version. To summarize, clearly state what should be kept and what should be referred to as Japanese.
  3. Determine in advance the rules for prioritizing Japanese in case of an emergency. Exceptions may be used. However, it will be recorded who will decide whether the exception applies and by when the English version will be released.
  4. Materials that are not required will also be prioritized based on their importance to investors. Full-year financial results explanatory materials, medium-term management plans, cost of capital disclosure, and important governance changes have a high priority of being translated into English, even if it is voluntary.
  5. Make JPX format examples, Japanese-English translation collection, and practical handbook standard materials. Rather than creating your own translation each time, it is faster and more consistent to base your translations on official terminology and style.

Source/reference materials

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