📖 Approx. 5 minutes ／ Updated May 5, 2026
1. M&A Brokerage Fees
Generally based on the Lehman formula (3-5% of transfer consideration) or a success fee structure.
2. Taxes
Capital gains tax (20.315%), registration license tax, stamp duty, consumption tax.
3. Registration and Administrative Fees
Legal affairs bureau registration, competent authority approval applications, public health center notifications.
4. Professional Fees
Lawyers, certified public accountants, tax accountants, judicial scriveners, medical management consultants.
5. Other Miscellaneous Expenses
Virtual data rooms, representations and warranties insurance, contract translation, etc.
6. Estimated Costs
Case of 200 million JPY in transfer consideration: Brokerage fees approx. 10 million JPY, taxes approx. 40 million JPY, professional fees approx. 5 million JPY, total approx. 55 million JPY.
Start with a Free Consultation
For consultations regarding medical business succession and M&A, please contact M&A Medical, specialists in the healthcare industry. From our inquiry form or 60-second free simple assessment, take the first step. We are an M&A support institution certified by the Small and Medium Enterprise Agency, operate on a success fee basis (no upfront fees), serve nationwide, and handle consultations with strict confidentiality.
Key Takeaways of This Article
Total M&A costs include brokerage fees, taxes, registration fees, professional fees, and miscellaneous expenses. For a case with 200 million JPY in transfer consideration, approximately 50 million JPY (27%) is standard. Prior cost estimation is essential for decision-making.
Latest Trends in the Medical M&A Industry
Since 2020, the number of succession M&A deals in Japan’s healthcare 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 around 40%. On the other hand, demand for succession by medical corporations and corporate groups is expanding, and matching opportunities for both sellers and buyers are at an all-time high.
- Succession Demand for Clinics: Over 1,000 M&A and business succession deals occur annually (estimated)
- Trend Towards Medical Corporationization: Increasing cases of succession after transitioning from private practice to a medical corporation
- Diversification of Acquirer Candidates: Medical corporation groups, business companies, ambitious employed physicians, fund-related entities, etc.
- Impact of Regulatory Changes: Medical Care Act revisions, extension of the certified medical corporation system, and medical fee revisions influence succession strategies
Considering these industry trends, early information gathering, consultation with experts, and timing are key to success.
Practical Checklist (For Tax Accountants and CPAs)
When supporting your clients’ medical M&A deals, systematically review the following items:
- ☑ Accuracy of financial statements and tax returns for the last three fiscal years
- ☑ Compliance with Medical Corporation Accounting Standards (for entities of a certain size or larger)
- ☑ Completeness of related business reports
- ☑ Appropriateness of executive compensation and status of pre-determined remuneration notifications
- ☑ Recording status of provisions for retirement benefits and bonuses
- ☑ Presence of off-balance sheet liabilities (unpaid overtime, lack of social insurance enrollment, lawsuits)
- ☑ Valuation of equity interests (net asset method, earnings capitalization method)
- ☑ Potential utilization of the certified medical corporation system
- ☑ Optimal allocation of capital gains, retirement income, and dividend income
- ☑ Notification schedule to the competent authority
Actual Support Cases
Related business succession and M&A examples supported by M&A Medical (partial, details omitted due to confidentiality agreements):
- Case A: Urban Clinic Physician aged 70, succession to a medical corporation group due to lack of successor. All staff retained, patient care continued. Approximately 8 months from consultation to closing.
- Case B: Rural Clinic Maintained regional medical care through succession by a nearby medical corporation, the only clinic in the area. Achieved through collaboration with a returning physician.
- Case C: Strategic Acquisition An employed physician planning a new practice acquired an existing clinic with a favorable location, staff, and permits. Commenced practice within six months, saving approximately 2 years compared to a new opening.
In each case, we aligned the desired conditions of both the seller and buyer, and carefully resolved industry-specific issues (continuity of medical services, permits, staff treatment).
Frequently Asked Questions (FAQ)
Q. How should a tax accountant/CPA get involved when consulted by a client about business succession?
The involvement of tax accountants and CPAs spans multiple phases, including tax scheme consideration, financial due diligence, and post-transfer income structuring. M&A Medical collaborates as a partner professional, supporting the unique aspects of medical M&A (medical corporation accounting standards, equity interest valuation, related business reports, etc.) while maintaining the existing client contract.
Q. What are the points that tax accountants often overlook in medical corporation M&A?
Specific issues for medical corporations include: ① Notifications to the competent authority regarding changes in shareholder and director composition, ② Tax treatment differences between medical corporations with and without equity interests, ③ Potential utilization of the certified medical corporation system, ④ Completeness of related business reports, and ⑤ Compliance with medical corporation accounting standards. Proceeding with the mindset of general M&A can lead to significant oversights.
Q. What are the collaboration models with M&A Medical?
We can collaborate with your firm on a case-by-case basis or establish a continuous partnership. We will proceed with the deal by dividing roles in each phase, such as tax scheme design for the seller, financial due diligence for the buyer, and post-transfer income structuring. Please contact us for details.
Related Articles and Services
Please also refer to the following articles in conjunction with this one:
- Complete Guide to Tax Schemes for Medical Corporation M&A
- Tax Practices for Equity Interest Transfers
- Utilizing the Certified Medical Corporation System
- Inheritance Tax Planning for Medical Corporations
Free Consultation and Simple Assessment Service
For consultations regarding medical business succession and M&A, please feel free to contact M&A Medical, specialists in the healthcare 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
- ✅ Healthcare Industry Specialist – Nationwide Service
- ✅ Fully Success-Based Fee (No upfront fees, no monthly fees, no interim payments)
- ✅ Strict Confidentiality Assured with NDA
- ✅ Anonymous Consultations & Free Simple Assessments Available
Please take the first step by contacting us via our Inquiry Form or our 60-Second Free Simple Assessment.