TMK (特定目的会社) special-purpose-company mechanics
ConfidenceLikelyUpdated2026-07-29Review by2027-01-29Sources4Machine-translatedOriginal (JA)
On this page
TL;DR
A TMK is a specified-purpose company under Japan’s Asset Securitization Act. It follows the Act’s notification and asset-liquidation-plan requirements and may use the instruments authorized by the statute and plan. TMK status alone does not establish public offering, exchange listing, tax pass-through, bankruptcy remoteness, accounting derecognition, a CMBS use case, investor base, rating or governance practice. The commonly cited “over 90%” distribution test is only one of multiple tax conditions.
Wiki route
Use this page with spv-tk-gk-vehicle-japan-tax, japan-trust-beneficial-interest-vs-spv, and japan-securitization-product-matrix. Named CMBS or J-REIT claims require their own transaction documents.
1. Statutory identity
The Asset Securitization Act supports the following table.
| Field | Verified statutory boundary |
|---|---|
| Entity | Tokutei Mokuteki Kaisha (特定目的会社) |
| Governing statute | Asset Securitization Act |
| Regulatory procedure | Required notification and asset-liquidation-plan filing; avoid the shorthand “formation registration” |
| Activities | Those permitted under the Act and the filed plan |
| Specified assets / financing | Described in the plan and transaction documents |
| Offer / listing | Determined separately under FIEA, offer terms and exchange rules |
Statutory purpose limitations are one input to an insolvency analysis, not proof of bankruptcy remoteness.
2. Instruments
The Asset Securitization Act supports the instrument categories in the following table.
| Instrument / financing | Evidence required |
|---|---|
| Specified bonds | Act, asset-liquidation plan and named offer terms |
| Specified short-term bonds | Act, plan and named issue terms |
| Preferred contributions | Act, plan and contribution terms |
| Common contributions | Formation and plan documents |
| Borrowing | Plan and loan documents |
The existence of these categories does not prove a public placement, listing, retained equity, multi-tranche structure or a particular holder.
3. Conditional tax treatment
The Tax Special Measures Act and National Tax College review support the following tax checklist.
| Element | Evidence-bound treatment |
|---|---|
| Entity tax | TMK is a corporation and is taxable in principle |
| Distribution deduction | Available only when the entity and distribution satisfy all current statutory requirements |
| Distribution-ratio condition | The cited threshold is a distribution exceeding 90% of distributable profit; it is not the only condition |
| Other conditions | Offering / investor, ownership, asset-management and other requirements must also be tested |
| Bond interest | Analyze as debt interest under applicable rules; do not conflate with preferred-contribution distributions |
| Withholding | Depends on payment and investor facts |
No “cleanest pass-through” or automatic single-layer-taxation claim is retained.
4. Comparison with GK plus TK
The Asset Securitization Act, Companies Act, and Commercial Code support the legal-form comparison below.
| Question | TMK | GK plus TK |
|---|---|---|
| Entity law | Asset Securitization Act | Companies Act for GK |
| Investor / financing layer | Instruments authorized by the Act and plan | TK contract and other GK financing |
| Regulatory procedure | Notification and asset-liquidation plan | GK formation plus instrument / offer requirements |
| Tax | Conditional TMK rules | GK and TK consequences require separate analysis |
| Offer / listing | Transaction-specific | Transaction-specific |
| Insolvency / accounting | Transaction-specific | Transaction-specific |
Speed, disclosure burden and product preference are not asserted without a defined transaction population.
5. TMK and investment corporations
The Asset Securitization Act and Investment Trust and Investment Corporation Act support only the following entity distinction.
| Entity | Statute | What follows |
|---|---|---|
| TMK | Asset Securitization Act | Specified-purpose-company regime |
| Investment corporation / J-REIT vehicle | Investment Trust and Investment Corporation Act | Separate investment-corporation regime |
Warehouse, subvehicle, foreign-investor and tax-efficient use cases require a named public transaction and are not generalized here.
6. Named CMBS or other transaction
The Asset Securitization Act supplies the entity law; the following fields still require the named deal.
| Claim | Required public evidence |
|---|---|
| TMK is issuer | Offering / issuer document |
| Collateral | Asset-liquidation plan and transaction disclosure |
| Public or listed status | Offer filing and exchange record |
| Tranches / priority | Named terms and waterfall |
| Rating | Dated class-specific agency action |
| Investor / distributor | Public allocation or transaction disclosure |
| Market dominance | Defined population, period and calculation |
7. Governance and ongoing obligations
The Asset Securitization Act and the named entity filings support the following review checklist.
| Field | Evidence required |
|---|---|
| Directors / officers | Statute, articles and current filing |
| Auditor | Statutory threshold / requirement and current filing |
| Plan compliance | Filed asset-liquidation plan and amendments |
| Investor reporting | Named instrument and contractual / disclosure obligations |
| Regulatory reporting | Exact statutory provision and filing |
| Wind-down | Plan, articles and transaction documents |
Do not assume independent professionals, an audit corporation, periodic FSA reporting or tax-condition compliance from the TMK label.
Wiki route
Read this entry within structured finance and use finance for cross-domain capital-markets context.
Related
- INDEX
- spv-tk-gk-vehicle-japan-tax
- japan-trust-beneficial-interest-vs-spv
- japan-securitization-product-matrix
- japan-cmbs-issuance-structure
- j-reit-market-overview
Sources
Discovery
Keep reading
Read next
- Aircraft leasing and financing — verified Japan-linked platformsThe cited company pages verify several Japan-linked aviation-leasing businesses and one dated SMFG acquisition disclosure. They do not support a fleet ranking, standard JOL/JOLCO leverage, t...
- Auto-loan ABS in Japan — issuer and pool evidence guideThe prior page asserted repeat-issuer rankings, largest originators, standard GK-TK vehicles, tranche stacks, APR/default behavior and investor categories without named public deals. Those c...
- Consumer-loan and card-receivable ABS in Japan — evidence guideThe prior page presented a “main repeat issuer” list and generalized vehicle, revolving, trigger, enhancement, rating and investor mechanics without named public transactions. Those claims a...
Links here
- Japan CMBS issuance structure — named-deal evidence guideThe prior page generalized TMK/GK-TK preference, standard tranching, rating, servicer, post-2008 defaults and a 2020 logistics-led revival without a defined transaction set. Those claims are...
- Japan contractual covered bond — verified SMBC program and MUFG evidence boundarySMBC's official disclosures document a contractual covered-bond program. The issuer is SMBC acting as trustee of a specified money trust; bondholders have recourse both to the segregated tru...
- Japan securitization product matrixThis is an evidence map, not a table of “typical” issuers, vehicles, ratings, tranche counts, annual volumes, investors or distributors. With two narrow exceptions—JHF's disclosed MBS progra...
- SPV TK / GK / TMK / SPC vehicle choice (Japan tax)A TK is a Commercial Code contract, a GK is a Companies Act corporation, and a TMK is a specified-purpose company under the Asset Securitization Act. “SPC” is only a generic label. None of t...