📖 Approx. 5 minutes ／ Updated May 5, 2026
1. Decision-Making Bodies of Medical Corporations
A three-tiered structure consisting of the General Meeting of Members (highest decision-making body), the Board of Directors (business execution body), and Auditors.
2. Approval of Share Transfer
Depending on the provisions of the articles of incorporation, approval from the General Meeting of Members or the Board of Directors is required. Confirm the resolution requirements for transfer approval.
3. Changes in Members and Directors
The replacement of members and directors accompanying an M&A is a matter for resolution by the General Meeting of Members.
4. Preparation of Meeting Minutes
Minutes must be prepared without omitting legally required information. Submission to the competent authorities may be necessary in some cases.
5. Amendment of Articles of Incorporation
Amendments to the articles of incorporation are made by a special resolution of the General Meeting of Members. Approval from the competent authorities is required.
6. Legal Support from M&A Medical
We support the preparation of meeting minutes, amendments to articles of incorporation, and administrative procedures in cooperation with our affiliated lawyers.
Start with a Free Consultation
For consultations regarding medical business succession and M&A, please contact M&A Medical, specialists in the medical industry. Please take the first step by contacting us via our contact form or our 60-second free simple appraisal. We are an M&A support institution certified by the Small and Medium Enterprise Agency, operate on a success fee basis (no upfront fees), and provide nationwide service with strict confidentiality.
Key Takeaways of the Article
For medical corporation M&A, the resolution procedures for general meetings and board of directors meetings, preparation of minutes, and applications for amendment approval of articles of incorporation to the competent authorities require legal support well-versed in medical law. Confirmation of resolution requirements and proper documentation are crucial for the success of the succession.
Latest Trends in the Medical M&A Industry
Since 2020, the number of business succession M&A deals in Japan’s medical industry has rapidly increased. According to a survey by the Japan Medical Association, the average age of practicing physicians exceeds 60, with an estimated successor shortage rate of about 40%. On the other hand, succession demand from medical corporations and business groups is also expanding, leading to a record number of matching opportunities for both sellers and buyers.
- Demand for Clinic Succession: Over 1,000 M&A and business succession deals occur annually (estimated).
- Trend Towards Medical Corporation Status: An increasing number of cases involve transitioning from individual practice to a medical corporation before succession.
- Diversification of Potential Buyers: Medical corporation groups, business companies, independent-minded physicians, and fund-related entities are among the buyers.
- Impact of Regulatory Changes: Amendments to the Medical Care Act, extension of the certified medical corporation system, and revisions to medical fee schedules influence succession strategies.
Considering these industry trends, early information gathering, consultation with experts, and strategic timing are key to success.
Succession Preparation Checklist
To ensure a successful business succession or M&A, please plan and prepare the following systematically:
- ☑ Determine desired retirement date (M&A takes 6-12 months)
- ☑ Organize financial status for the last 3 fiscal years (financial statements, tax returns)
- ☑ Create a list of medical equipment and facilities (including lease agreements)
- ☑ Organize staff structure and salary levels
- ☑ Confirm real estate information (owned or leased clinic)
- ☑ Clarify desired transfer conditions (price, staff treatment, handover period)
- ☑ Consider tax schemes (consult with your tax advisor)
- ☑ Obtain agreement from family and spouse
- ☑ Select a reliable M&A advisor
- ☑ Establish a system for signing Non-Disclosure Agreements (NDAs)
Actual Support Examples
Examples of business succession and M&A cases supported by M&A Medical (partial, details omitted due to confidentiality agreements):
- Case A: Urban Clinic: A clinic director aged 70, facing a lack of successors, transferred the practice to a medical corporation group. All staff were retained, and patient care continued. The process from consultation to closing took approximately 8 months.
- Case B: Rural Clinic: The sole clinic in a region maintained local medical services through acquisition by a nearby medical corporation. This was achieved through collaboration with a returning physician.
- Case C: Strategic Acquisition: A physician planning a new practice acquired an existing clinic with a favorable location, established staff, and necessary permits. This allowed them to start operations within six months, saving approximately two years compared to a new opening.
In each case, we facilitated the alignment of desired conditions for both seller and buyer, carefully addressing industry-specific issues such as continuity of medical care, permits, and staff treatment.
Frequently Asked Questions (FAQ)
Q. I am considering selling my practice. What should I do first?
We recommend starting with a free consultation. We accept consultations with anonymity and strict confidentiality, proceeding step-by-step from understanding your current situation to providing a simple appraisal of the market value and matching you with potential buyers. We also welcome consultations if you simply want to understand the market value or are considering future options.
Q. Will my staff and patients find out about the M&A process?
Information leakage is a significant risk. M&A Medical requires NDAs (Non-Disclosure Agreements) from the initial stages and limits the number of involved parties. Notification to staff typically occurs after the Letter of Intent (LOI) or just before the final contract, and utmost care is taken to ensure the current operations are not disrupted by the knowledge of the M&A until the transfer is executed.
Q. How much does it cost?
M&A Medical operates on a complete success fee basis. Initial consultations, simple appraisals, and introductions to potential buyers are entirely free. Fees are only charged upon successful completion of the sale, calculated as a percentage of the transaction value (3-5%, Lehman formula). There are no upfront fees, monthly charges, or interim payments.
Related Articles and Services
Please also refer to the following articles in conjunction with this article:
- Complete Guide to Business Succession for Hospitals and Medical Corporations
- Complete Guide to Selling or Transferring a Clinic
- Solutions for Clinics Facing Successor Shortages
- How to Proceed with Medical M&A: 6 Steps
Information on Free Consultations and Simple Appraisals
For consultations regarding medical business succession and M&A, please feel free to contact M&A Medical, specialists in the medical industry. As an M&A support institution certified by the Small and Medium Enterprise Agency, we design M&A deals that create long-term value for both sellers and buyers.
- ✅ M&A Support Institution Certified by the Small and Medium Enterprise Agency
- ✅ Specialists in the Medical Industry & Nationwide Service
- ✅ Complete Success Fee Basis (No Upfront Fees, No Monthly Fees, No Interim Payments)
- ✅ Strict Confidentiality Assured with NDA Execution
- ✅ Accepting Anonymous Consultations & Free Simple Appraisals
Please take the first step by contacting us via our Contact Form or our 60-Second Free Simple Appraisal.