📖 Approx. 4 minutes ／ Updated 07.07.2026
In clinic transfers, the practical aspects differ significantly between ‘leased properties’ and ‘self-owned properties.’ Our real estate specialist team explains the handover of lease agreements to the transferee, the valuation and taxation of self-owned real estate, and the respective points of caution.
1. Why Real Estate Becomes a Key Issue in Healthcare M&A
In business succession and M&A for healthcare institutions, the handling of land and buildings where clinics, medical offices, and hospitals are located significantly impacts the transfer price and scheme design. Depending on whether the transfer target is the ‘medical corporation itself’ or ‘only the business,’ and whether the land and buildings are ‘owned by the medical corporation,’ ‘personally owned by the director,’ ‘self-owned,’ or ‘leased,’ the practical procedures vary greatly.
According to the Ministry of Health, Labour and Welfare’s survey on medical facility trends and fixed asset tax valuation data, it is not uncommon for the real estate value of healthcare institutions to account for 30-70% of the total transfer consideration. This means that errors in real estate valuation or handling can result in differences of tens of millions of yen in the transfer consideration.
2. Key Issues in Healthcare M&A Involving Real Estate
- Clarification of Ownership Structure: Medical corporation ownership / Director’s personal ownership / Leased property / Family corporation ownership, etc.
- Appropriate Valuation of Real Estate: Combination of official land valuation, income capitalization approach, sales comparison approach, and cost approach
- Handling of Mortgages and Collateral: Loan repayment completion, cancellation of registration, scheduling of new collateral setup
- Succession of Lease Agreements: Agreement with landlord, new contract execution, restoration clauses
- Real Estate Taxation: Capital gains tax, registration license tax, real estate acquisition tax, fixed asset tax settlement
- Confirmation of Usage, Building Coverage Ratio, and Floor Area Ratio: Feasibility of continued use as a medical facility
- Assessment of Building Deterioration: Seismic resistance, repair reserves, history of major renovations
3. Practical Aspects of Transfer: Leased vs. Self-Owned
For the transfer of a leased clinic, notification to and consent from the landlord, a new contract with the new tenant (transferee), settlement of security deposits and guarantees, and review of restoration clauses are required. If the landlord does not consent, there is a risk that the transfer itself may fall through.
For the transfer of a self-owned clinic, the valuation of land and buildings is directly reflected in the transfer consideration, and procedures for title transfer, mortgage cancellation, and real estate acquisition tax are necessary. While the transfer consideration tends to be higher, the practical procedures become more complex accordingly.
4. Why a Real Estate Collaboration System is Crucial
In healthcare M&A, various legal points from medical law, tax law, and real estate law are intricately intertwined. Errors in real estate transactions can reduce the transfer price by tens of millions of yen, resulting in irreparable losses for the transferor.
Collaboration with an appropriate real estate company is essential, but outsourcing can easily lead to information sharing losses and ambiguity of responsibility, increasing stress for the transferor. The CentralMedience Group offers a comprehensive network of M&A medical specialists, real estate sales specialists, and tax accountant/judicial scrivener professionals specializing in healthcare M&A, enabling seamless, one-stop succession.
Frequently Asked Questions
Q. Real estate ownership is mixed between the medical corporation and the director’s personal ownership. Is it possible to organize this?
A. Yes, it is possible. From organizing the ownership structure before M&A (individual to corporation or corporation to individual) to simultaneous processing during transfer, CentralMedience Group’s tax accountants and real estate specialists will design the optimal scheme.
Q. Can a leased clinic also be transferred?
A. Yes, it is possible. Our group’s real estate specialist team provides full support, including obtaining consent from the landlord and executing a new contract with the new tenant.
Q. Can appropriate real estate valuation be performed for medical institutions in rural areas?
A. Yes. We have extensive experience in valuing properties in rural areas and provide realistic valuations combining the income capitalization approach and cost approach, even in regions with few transaction precedents.
Q. Is it possible to introduce financing to the transferee?
A. Utilizing our group’s financial institution network, we can also support the transferee’s fundraising.
Q. Can I request only the valuation of land and buildings?
A. Yes, it is possible. We also handle independent appraisals not contingent on M&A. Please feel free to contact us.
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- Complete Guide to Business Succession for Hospitals and Medical Corporations | Practical Aspects of Healthcare M&A from Successor Shortages to Success Stories
- How to Proceed with Healthcare M&A and Hospital Succession | Explaining 6 Steps from Consultation to Completion with Case Studies
- Complete Guide to Tax Schemes for Medical Corporation M&A | Key Issues for Tax Accountants and Certified Public Accountants
- Complete Guide to Clinic Sale/Transfer | Medical M&A Experts Explain Price Ranges, Procedures, and Points of Caution
CENTRAL MEDIENCE GROUP
Even with real estate involved, rest assured.
Our in-group collaboration ensures completion.
Healthcare M&A Advisory × Real Estate Sales Specialist Company × Tax Accountant & Judicial Scrivener Network.
One-stop succession support made possible by the CentralMedience Group.