Medical Care Act

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.

A social medical corporation bond is deemed to be a bond in regard to the application of the Secured Bonds Trust Act (Act No. 52 of 1905) and other laws and regulations as prescribed by Cabinet Order, pursuant to the provisions of a Cabinet Order.

In order for a medical corporation as an association to change its articles of incorporation, a resolution of the general meeting of members must be adopted.

In order for a medical corporation as a foundation to change its act of endowment, it must hear the opinion of the board of councillors in advance.

Changes to the articles of incorporation or act of endowment (excluding those pertaining to particulars specified by an Order of the Ministry of Health, Labour and Welfare) must not take effect unless approved by the prefectural governor.

In the case where an application for approval has been filed pursuant to the provisions of the preceding paragraph, the prefectural governor must decide on the approval after examining the particulars prescribed in Article 45, paragraph (1) and whether the procedures for the change of the articles of incorporation or act of endowment are not in violation of laws and regulations or the articles of incorporation or act of endowment.

When a medical corporation has changed its articles of incorporation or act of endowment pertaining to the particulars specified by an Order of the Ministry of Health, Labour and Welfare as set forth in paragraph (3), it must notify the prefectural governor of the changed articles of incorporation or act of endowment without delay.

The provisions of Article 44, paragraph (5) apply mutatis mutandis to the case where provisions concerning the person to whom the residual property is to belong are established or changed as a result of changing the articles of incorporation or act of endowment.

An association of medical corporations is to be dissolved on the following grounds:

occurrence of grounds for dissolution that are specified by the articles of incorporation;

the inability to successfully carry out the intended operations;

a general meeting resolution;

merger with another medical corporation (limited to the case where the relevant medical corporation ceases to exist as a result of the merger; the same applies in paragraph (1) of the following Article and Article 56-3);

a lack of members;

a decision to commence bankruptcy proceedings; or

rescission of authorization for establishment.

An association of medical corporations may not adopt a general meeting resolution as set forth in item (iii) of the preceding paragraph without the support of a three-quarters majority of all members; provided, however, that this does not apply when it is otherwise specified in the articles of incorporation.

A medical corporation foundation is to be dissolved for the following reasons:

occurrence of reasons for dissolution that are specified by the act of endowment; or

reasons listed in paragraph (1), item (ii), (iv), (vi), or (vii).

Where a medical corporation can no longer perform on its obligations by means of its assets, a court, in response to a petition from the directors or obligees or sua sponte, is to issue a decision for the commencement of bankruptcy procedures.

In the case prescribed in the preceding paragraph, the directors must immediately file a petition for the commencement of bankruptcy procedures.

Dissolution resulting from the grounds listed in paragraph (1), item (ii) or (iii) must not be effective without the authorization of the prefectural governor.

In granting or refusing the authorization set forth in the preceding paragraph, a prefectural governor must hear the opinions of the Prefectural Council on Medical Service Facilities in advance.

A liquidator, where a medical corporation has been dissolved based on the grounds listed in paragraph (1), items (i) or (v), or paragraph (3), item (i), must notify the prefectural governor to that effect.

The residual assets of a dissolved medical corporation are to belong to persons to whom it should belong pursuant to the provisions of the articles of incorporation or act of endowment, except in the case of dissolution due to a decision to merge or to commence bankruptcy proceedings.

Assets not disposed of pursuant to the provisions of the preceding paragraph is to belong to the national treasury.

A dissolved medical corporation is deemed to remain in existence until the liquidation is completed, to the extent of the purpose of liquidation.

When a medical corporation has been dissolved, a director becomes its liquidator, except in the case of dissolution due to a decision to merge or to commence bankruptcy proceedings; provided, however, that this does not apply when it is otherwise specified in the articles of incorporation or act of endowment, or when a person other than a director is appointed at a general meeting.

In the absence of a liquidator pursuant to the provisions of the preceding Article or when damages are likely to be incurred due to the absence of a liquidator, a court may appoint the liquidator in response to a petition by an interested party or the public prosecutor, or sua sponte.

When there are material grounds for doing so, a court may dismiss a liquidator in response to a petition by an interested party or the public prosecutor, or sua sponte.

A liquidator appointed during liquidation must notify the prefectural governor of their name and address.

A liquidator is to perform the following duties:

conclude current business;

collect debts and the performance of obligations; and

deliver residual assets.

A liquidator may engage in any and all acts that are necessary to the performance of the duties listed in each of the items of the preceding paragraph.

A liquidator is to provide public notice on at least three occasions, requiring obligees to submit their claims within a stated period, within two months of the date that the relevant liquidator takes office. In this case, the period for filing claims must not be less than two months.

The public notice set forth in the preceding paragraph must note that if an obligee fails to submit their claim within the stated period, their claim will be excluded from the liquidation proceedings; provided, however, that the liquidator may not exclude any known obligee.

The liquidator must notify each known obligee separately of the requirement for them to submit their claim.

The public notice set forth in paragraph (1) is to be carried out via publication in the Official Gazette.

A obligee who submits their claim after the expiry of the period set forth in paragraph (1) of the preceding Article may claim only the assets which, after all debts of the medical corporation have been fully paid, have not yet been delivered to persons with vested rights.

When it has become clear that the assets of a medical corporation in liquidation are insufficient to perform on its obligations, the liquidator must immediately file to commence bankruptcy proceedings and provide public notice to that effect.

Where a medical corporation in liquidation is subject to a ruling for the commencement of bankruptcy proceedings, the liquidator is deemed to have completed their duties when the administration of the relevant proceedings has been transferred to the bankruptcy trustee.

In the case provided for in the preceding paragraph, when a medical corporation in liquidation has already made payment to an obligee or delivered assets to persons with vested interests, the bankruptcy trustee may retrieve such monies or assets.

Public notice pursuant to the provisions of paragraph (1) is carried out via publication in the Official Gazette.

When liquidation proceedings are completed, the liquidator must notify the prefectural governor to that effect.

The dissolution and liquidation of a medical corporation is to be subject to court supervision.

A court may conduct the necessary investigations for the supervision set forth in the preceding paragraph at any time, sua sponte.

A court supervising the dissolution and liquidation of a medical corporation may seek the opinion of the prefectural governor, or may commission an investigation thereby.

The prefectural governor provided for in the preceding paragraph may state their opinion to the court provided for in the same paragraph.