SSBJ Two-Stage Disclosure and the June Filing Squeeze

A company with a 31 March year end already has two hard dates in the same week of June. The annual securities report is due within three months of the fiscal year end under Article 24(1) of the Financial Instruments and Exchange Act (e-Gov), which puts it on 30 June. The annual general meeting lands in the same place, because Article 124(2) of the Companies Act only allows a record date to carry rights exercised within three months of it, and the record date is 31 March (e-Gov).

From the fiscal year ending 31 March 2027, the largest Prime-listed companies put a third thing into that window. The sustainability disclosure goes into the same document as the financial statements, at the same time.

Simultaneous reporting is the rule

The SSBJ Universal Standard paragraph 67 says sustainability-related financial disclosures shall be reported at the same time as the related financial statements. It then gives two exceptions. One is where a company reports under a legal requirement and that law prohibits simultaneous reporting or permits something else. The other is voluntary application (SSBJ Universal Standard).

That first exception is not decoration. It is the door the Japanese ordinance walks through.

What the ordinance actually did

Cabinet Office Ordinance No. 5 of 2026 was promulgated and took effect on 20 February 2026. New Article 19-9 of the Disclosure Ordinance requires a company listed on an exchange market designated by the Commissioner of the Financial Services Agency, with an average market capitalisation of ¥1 trillion or more, to state the sustainability information in its annual securities report in accordance with generally accepted sustainability disclosure standards. Two notifications issued the same day designate the market as the Tokyo Stock Exchange Prime Market, and the standards as the SSBJ standards published up to 20 February 2026 (FSA).

Average market capitalisation has a definition worth reading once. It is the average of market capitalisation at the end of the fiscal year before the reported year and at the end of the four fiscal years before that. For a March-year-end company reporting the year ending March 2027, that is the average of the five year-ends from March 2022 to March 2026. A company listed for fewer than five years averages the year-ends it has (same source).

Application starts with fiscal years ending on or after 31 March 2028. Companies whose average market capitalisation, measured on fiscal year ends falling on or after 31 March 2026, is ¥3 trillion or more start a year earlier, with fiscal years ending on or after 31 March 2027 (same source). The FSA’s roadmap chart puts 68 companies in that first band, carrying 54.1% of Prime market capitalisation, and 171 companies at ¥1 trillion and above (FSA roadmap, from Bloomberg and JPX data at the end of March 2025). The sequence through 2029 is in our SSBJ roadmap.

The relief, in its own words

Article 2(2) of the supplementary provisions of the amending ordinance carries the two-stage disclosure. In the first year of applying the SSBJ standards and in the year after that, a company may leave the SSBJ-required sustainability items out of the annual securities report. If it does, it files those items in an amendment report to that annual securities report, by the filing deadline of the half-year report for the following fiscal year (FSA).

For a March year end, the annual securities report for the year ending March 2027 is filed by 30 June 2027 without the SSBJ block. The following fiscal year’s first half ends on 30 September 2027. The half-year report is due within a period set by Cabinet Order and no longer than 45 days after that (FIEA Article 24-5(1)), so mid-November 2027. That is where the SSBJ content lands, in an amendment report to a filing five months old.

The FSA’s own English roadmap describes the same thing in one line: sustainability disclosure after the financial statements is allowed, for two years (FSA).

Stage one is not empty

Choosing the relief does not remove the sustainability section from the June filing.

The annual securities report still has to state which sustainability information is being given through two-stage disclosure, under the instruction for Form 2 item (30)a(c). It still has to state any SSBJ transitional measure being applied and the provision it rests on, under (30)a(d). Sustainability information that is not within the scope of the SSBJ standards stays in the June filing under (30)b, because two-stage disclosure only covers what the SSBJ standards require (FSA comment responses, No. 73).

The same answer settles the scope question. If a company applies the Universal Standard paragraph 94 transition and discloses only climate-related risks and opportunities in its first year, then the non-climate sustainability information it used to publish is not SSBJ information, and belongs in the June filing. In the second year it becomes SSBJ information, and can move to the amendment report (same source).

Stage two costs more than it looks

The amendment report can be written two ways. Restate everything the SSBJ standards require, including what is already in the June filing. Or state in the amendment report which parts are already in the annual securities report and where, and do not repeat them, using the cross-reference route in Universal Standard paragraph 66 (same source).

The cross-reference route has a condition attached. It is available where no subsequent event has arisen on the items already stated in the annual securities report (same source). June to November is five months, and anything arising in them is a subsequent event on items already filed.

Universal Standard paragraphs 71 and 72 explain why. Information obtained after the reporting date about conditions that existed at the reporting date requires the related disclosure to be updated. Events and conditions arising after the reporting date have to be disclosed where leaving them out could reasonably be expected to influence a primary user’s decision. Both run up to the date the disclosure is authorised for issue, and the Universal Standard paragraph 70 requires that date and the approving body to be disclosed. Under two-stage disclosure, the approval date sits in the June filing in the first year and in the amendment report in the second (FSA comment responses; SSBJ Universal Standard).

The other reliefs stack, and they are shorter

Three transitional measures sit inside the standards rather than the ordinance.

The Universal Standard paragraph 93 allows comparative information to be omitted in the first annual reporting period. Paragraph 94 allows the first period to cover only climate-related risks and opportunities. The Climate Standard paragraph 103(2) allows Scope 3 to be left out in the first annual reporting period, financed emissions included. Each requires a statement that it is being applied (SSBJ).

Two-stage disclosure runs for two years. The climate-only and Scope 3 measures run for one. A company that leans on all of them in year one meets a much larger year two, and that is the year the first tier also gets its first limited assurance engagement.

Separately, the disclosure guidelines add safe-harbour treatment for Scope 3 quantitative information. Where the factors behind possible differences, the inference process and the internal disclosure procedures are described specifically and within what is generally considered reasonable, misstatement liability does not attach (FSA). The Scope 3 data problem is unchanged by it. Only the liability framing moves.

What this does to the April to June calendar

The first quarter of a March-year-end company is already full, with the books closing, the earnings release, the completion of the audit, the convocation notice that goes out at least two weeks before the meeting under Article 299(1) of the Companies Act, and the annual general meeting itself. The annual securities report is filed on 30 June with the representative’s and CFO’s confirmation letter, which already covers the whole report, non-financial content included.

The ordinance adds two things to that quarter even when the SSBJ block is deferred. The June filing has to name what is being deferred and under which provisions. And forward-looking information and quantitative Scope 3 information now carry a requirement to describe the inference process and the internal disclosure procedures behind them (FSA). Writing that description means having the procedure first.

The same amending ordinance also trims what a company must put in the annual securities report when it files before the meeting, limiting the AGM and board resolution content to treasury share acquisitions and dividends (same source). That is a small piece of room in the same quarter, pointing the other way.

How to decide

Two-stage disclosure is a choice, not a default, and it is worth deciding early rather than in May.

The relief is worth taking where the data exists but the review, the board authorisation and the drafting cannot fit between the audit and the meeting. Five extra months is real in that case. Where the data itself is the problem, it helps much less: deferring to November does not create a collection process that did not run during the year, and it puts the first SSBJ block into the half-year reporting window, which has its own 45-day clock.

Either way, one thing does not move. The reporting boundary work, the factor library and the evidence trail are produced during the fiscal year being reported. The relief moves the document, while the reporting year stays where it is.

Check where you stand. The free SSBJ readiness check takes about three minutes and scores the dimensions an assurance provider will actually test: socious.io/ssbj-check.

Socious Report takes one dataset into AI-drafted CSRD, SSBJ and ISSB reports, then adds an independent Socious Verify credential.