Medical Care Act

A medical corporation (excluding those prescribed in the following paragraph) must keep the following documents at its principal office and make them available for inspection upon request from its members, councillors or creditors, except in cases where there are justifiable grounds, pursuant to the provisions of an Order of the Ministry of Health, Labour and Welfare:

the business report, etc.;

the audit report set forth in Article 46-8, item (iii) (hereinafter referred to as "auditor's audit report"); and

the articles of incorporation or act of endowment.

A social medical corporation and a medical corporation set forth in Article 51, paragraph (2) (excluding social medical corporations) must keep the following documents (in the case of documents listed in item (ii), limited to medical corporations set forth in Article 51, paragraph (2)) at its principal office and make them available for inspection upon request, except in cases where there are justifiable grounds, pursuant to the provisions of an Order of the Ministry of Health, Labour and Welfare:

documents listed in each item of the preceding paragraph; and

audit reports of certified public accountants or audit corporations (hereinafter referred to as "audit report of a certified public accountant, etc.").

A medical corporation must keep the business report, etc., the auditor's audit report and the audit report of a certified public accountant, etc. at its principal office for five years from one week prior to the date of the general meeting of members set forth in Article 51-2, paragraph (1) (in the case of a medical corporation as a foundation, the date of the meeting of the board of councillors set forth in paragraph (1) of the same Article as applied mutatis mutandis by replacing the terms pursuant to paragraph (5) of the same Article).

The provisions of the preceding three paragraphs apply mutatis mutandis to the keeping and inspection of documents at the secondary office of a medical corporation. In this case, the term "documents" in paragraph (1) is replaced with "copies of documents", and the term "documents (limited to" in paragraph (2) is replaced with "copies of documents (limited to", the term "five years" in the preceding paragraph is replaced with "three years", the term "business report, etc." is replaced with "copies of business report, etc.", and the term "audit report" is replaced with "copies of audit report".

A medical corporation, pursuant to an Order of the Ministry of Health, Labour and Welfare, must submit the following documents to the prefectural governor within three months after the end of each fiscal year:

the business report, etc.;

the auditor's audit report.; and

in the case of a medical corporation set forth in Article 51, paragraph (2), the audit report of a certified public accountant, etc.

The prefectural governor, pursuant to the provisions of an Order of the Ministry of Health, Labour and Welfare, must make the articles of incorporation, act of endowment, or documents submitted under the preceding paragraph available for inspection upon request.

The fiscal year of a medical corporation is to begin on April 1 and end on March 31 of the following year; provided, however, that this does not apply when it is otherwise specified in the articles of incorporation or act of endowment.

A medical corporation must not distribute dividends of surplus.

A social medical corporation may issue social medical corporation bonds (monetary claims against a social medical corporation that arise as a result of allotments carried out pursuant to the provisions of the Companies Act (Act No. 86 of 2005) as applied mutatis mutandis pursuant to Article 54-7, and which are redeemed in accordance with the provisions on the particulars listed in each item of paragraph (1) of the following Article; the same apply hereinafter) in an amount not exceeding the limit decided at a general meeting or by the board of councillors pursuant to the provisions of the act of endowment, in order to contribute to the implementation of activities to ensure emergency medical care.

When a social medical corporation has issued social medical corporation bonds pursuant to the preceding paragraph, it must not transfer funds equivalent to the proceeds from the issuance of the relevant social medical corporation bonds to a special account as provided for in Article 42-2, paragraph (3).

A social medical corporation, whenever it wishes to solicit subscribers for social medical corporation bonds it is issuing, must specify the following particulars regarding its social medical corporation bonds for subscription (meaning social medical corporation bonds that will be allocated to the persons who subscribe for the relevant social medical corporation bonds in response to the relevant solicitation; the same applies hereinafter):

the use of funds provided by the issuance of social medical corporation bonds for subscription;

the total amount of social medical corporation bonds for subscription;

the amount of each social medical corporation bond for subscription;

the coupon rate for the social medical corporation bonds for subscription;

the method and due date for the redemption of social medical corporation bonds for subscription;

the method and due date for payment of interest;

when social medical corporation bond certificates (meaning securities that represent the social medical corporation bonds; the same applies hereinafter) will be issued, a statement to that effect;

when it will be arranged that the bondholder of a social medical corporation bond (hereinafter referred to as a "social medical corporation bondholder") may not make a claim, in whole or in part, pursuant to the provisions of Article 698 of the Companies Act as applied mutatis mutandis pursuant to Article 54-7, a statement to that effect;

when it will be arranged that a social medical corporation bond administrator will not be appointed, a statement to that effect;

when it will be arranged that a social medical corporation bond administrator may carry out the act listed in Article 706, paragraph (1), item (ii) of the Companies Act as applied mutatis mutandis pursuant to Article 54-7, in the absence of a social medical corporation bondholders meeting resolution, a statement to that effect;

when it will be arranged that an assistant social medical corporation bond administrator will be appointed, a statement to that effect;

the amount to be paid in for each social medical corporation bond for subscription (meaning the amount of monies to be paid in, in exchange for each social medical corporation bond for subscription), or the minimum amount thereof, or the method for calculating such amounts;

the due date for payment of the monies in exchange for the social medical corporation bonds for subscription;

when it will be arranged that the issuance of social medical corporation bonds for subscription will not be carried out in its entirety where the persons to whom the social medical corporation bonds for subscription will be allotted have not been established for the total amount of the social medical corporation bonds by a certain day, a statement to that effect and that certain day; and

beyond what is listed in each of the preceding items, the particulars prescribed by an Order of the Ministry of Health, Labour and Welfare.

The particulars listed in item (ii) of the preceding paragraph and other particulars prescribed by an Order of the Ministry of Health, Labour and Welfare as important particulars that concern the solicitation of subscribers for social medical corporation bonds are decided by a majority of the directors.

A social medical corporation must prepare its social medical corporation bond registry and enter or record the following particulars in that registry, without delay after the date social medical corporation bonds are issued:

the particulars listed in paragraph (1), items (iv) through (ix)-2 of the preceding Article, and other particulars prescribed by an Order of the Ministry of Health, Labour and Welfare as particulars that specify the features of social medical corporation bonds (hereinafter referred to as a "class");

the total amount of social medical corporation bonds and the amount of each social medical corporation bond for each class;

the amount of monies paid in, in exchange for each social medical corporation bond and the date of payment;

the name and address of social medical corporation bondholders (excluding social medical corporation bondholders of social medical corporation bearer bonds (social medical corporation bonds for which social medical corporation bond certificates are issued in bearer form));

the dates when the social medical corporation bondholders set forth in the preceding item acquired each social medical corporation bond;

when social medical corporation bond certificates have been issued, the serial numbers of the social medical corporation bond certificates, the dates of their issuance, whether the social medical corporation bond certificates are registered or in bearer form, and the number of social medical corporation bearer bond certificates; and

beyond what is listed in each of the preceding items, the particulars prescribed by an Order of the Ministry of Health, Labour and Welfare.

A social medical corporation, where it issues social medical corporation bonds, must appoint a social medical corporation bond administrator, and entrust the receipt of payments, the preservation of rights of claim on behalf of the social medical corporation bondholders, and other administration of the social medical corporation bonds to that administrator; provided, however, that this does not apply where the amount of each social medical corporation bond is 100,000,000 yen or more, and in other cases prescribed by an Order of the Ministry of Health, Labour and Welfare as cases where it is unlikely that the protection of social medical corporation bondholders will be compromised.

In the case prescribed in the proviso to the preceding Article, a social medical corporation may appoint an assistant social medical corporation bond administrator and entrust it with assisting in the administration of the social medical corporation bonds for the benefit of social medical corporation bondholders; provided, however, that this does not apply where the relevant social medical corporation bonds are secured social medical corporation bonds.

Social medical corporation bondholders are to be the framework for social medical corporation bondholders meetings for each class of social medical corporation bonds.

A social medical corporation bondholders meeting may adopt resolutions on particulars provided for in this Act or the Companies Act as applied mutatis mutandis pursuant to the following Article, and particulars related to the interests of the social medical corporation bondholders.

Where a social medical corporation issues social medical corporation bonds, the provisions set forth in Article 677 through Article 680, Article 682, Article 683, Article 684 (excluding paragraph (4) and paragraph (5)), Article 685 through Article 701, Article 703 through Article 714, Article 714-3 through Article 714-7, Article 717 through Article 742, Part VII, Chapter II, Section 7, Article 868, paragraph (4), Article 869, Article 870, paragraph (1) (limited to the parts pertaining to item (ii) and item (vii) through item (ix)), Article 871 (limited to the parts pertaining to item (ii)), Article 872 (limited to the parts pertaining to item (iv)), Article 873, Article 874 (limited to the parts pertaining to item (i) and item (iv)), Article 875, and Article 876 of the Companies Act apply mutatis mutandis to social medical corporation bonds, social medical corporation bonds for subscription, social medical corporation bond certificates, social medical corporation bondholders, social medical corporation bond administrators, assistant social medical corporation bond administrators, social medical corporation bondholders meetings, and social medical corporation bond registers. Where this is the case, any necessary technical replacement of terms is to be prescribed by Cabinet Order.