Medical Care Act

A medical corporation, within the period set forth in paragraph (1) of the preceding Article, is to make a public notice to its creditors to the effect that any objection, if any, should be stated within a certain period of time, and must notify each known creditor separately. However, such period is not to be less than two months.

If creditors do not object to the absorption-type split within the period set forth in the preceding paragraph, it is deemed that they have approved the absorption-type split.

When a creditor has made an objection, the medical corporation is to pay or provide reasonable security to the creditor or place reasonable property with a trust company, etc. for the purpose of having the creditor receive payment; provided, however, that this does not apply when the absorption-type split is unlikely to harm the creditor.

The succeeding medical corporation in the absorption-type split, in accordance with the provisions of the absorption-type split agreement, is to succeed to the rights and obligations of the medical corporation conducting the absorption-type split (including the rights and obligations the relevant medical corporation holds with respect to the facilities used for its business under the permission and other dispositions prescribed in this Act).

Notwithstanding the provisions of the preceding paragraph, any creditor of the medical corporation conducting the absorption-type split who has not received the separate notification set forth in paragraph (1) of the preceding Article may demand performance of the obligation from the medical corporation conducting the absorption-type split within the limit of the value of the property that the medical corporation conducting the absorption-type split possessed on the date of registration of the split set forth in the following Article, even if the absorption-type split agreement stipulates that the creditor may not demand performance of the relevant obligation from the medical corporation conducting the absorption-type split after the absorption-type split.

Notwithstanding the provisions of paragraph (1), any creditor of the medical corporation conducting the absorption-type split who has not received the separate notification set forth in paragraph (1) of the preceding Article may demand performance of the obligation from the succeeding medical corporation in the absorption-type split within the limit of the value of the property that it has succeeded to, even if the absorption-type split agreement stipulates that the creditor may not demand performance of the relevant obligation from the succeeding medical corporation in the absorption-type split after the absorption-type split.

An absorption-type split becomes effective when the succeeding medical corporation in the absorption-type split registers the split at the location of its principal office pursuant to the provisions of a Cabinet Order.

One or two or more medical corporations may conduct an incorporation-type split (meaning that all or part of the rights and obligations which one or two or more medical corporations have with respect to their business are succeeded to by a medical corporation to be established through a split; the same applies hereinafter in this Division). In this case, an incorporation-type split plan must be prepared.

In the case where two or more medical corporations jointly conduct an incorporation-type split, the relevant two or more medical corporations must jointly prepare an incorporation-type split plan.

When one or two or more medical corporations conduct an incorporation-type split, the following particulars must be specified in the incorporation-type split plan:

the purpose, name and location of the principal office of the medical corporation to be established as a result of the incorporation-type split (hereinafter referred to as the "medical corporation established in the incorporation-type split" in this Division);

particulars specified in the articles of incorporation or act of endowment of the medical corporation established in the incorporation-type split;

assets, liabilities, employment contracts and other particulars concerning rights and obligations to be succeeded to by the medical corporation established in the incorporation-type split from the medical corporation that conducts the incorporation-type split (hereinafter referred to as the "medical corporation conducting the incorporation-type split" in this Division) as a result of the incorporation-type split; and

beyond the particulars listed in the preceding three items, particulars specified by an Order of the Ministry of Health, Labour and Welfare.

The provisions of Article 60-3 through Article 60-5 apply mutatis mutandis to the case where a medical corporation conducts an incorporation-type split. In this case, the term "absorption-type split agreement" in Article 60-3, paragraphs (1) and (3) is to be replaced with "incorporation-type split plan", the term "medical corporation conducting the absorption-type split" in paragraph (4) of the same Article is to be replaced with "medical corporation conducting the incorporation-type split", and the term "succeeding medical corporation in the absorption-type split" is to be replaced with "medical corporation established in the incorporation-type split".

The medical corporation established in the incorporation-type split, in accordance with the provisions of the incorporation-type split plan, is to succeed to the rights and obligations of the medical corporation conducting the incorporation-type split (including the rights and obligations the relevant medical corporation holds with respect to the facilities used for its business under the permission and other dispositions prescribed in this Act).

Notwithstanding the provisions of the preceding paragraph, any creditor of the medical corporation conducting the incorporation-type split who has not received the separate notification set forth in Article 60-5, paragraph (1) as applied mutatis mutandis pursuant to the preceding Article may demand performance of the obligation from the medical corporation conducting the incorporation-type split within the limit of the value of the property that the medical corporation conducting the incorporation-type split possessed on the date of registration of the split set forth in the following Article, even if the incorporation-type split plan stipulates that the creditor may not demand performance of the relevant obligation from the medical corporation conducting the incorporation-type split after the incorporation-type split.

Notwithstanding the provisions of paragraph (1), any creditor of the medical corporation conducting the incorporation-type split who has not received the separate notification set forth in Article 60-5, paragraph (1) as applied mutatis mutandis pursuant to the preceding Article may demand performance of the obligation from the medical corporation established in the incorporation-type split within the limit of the value of the property that it has succeeded to, even if the incorporation-type split plan stipulates that the creditor may not demand performance of the relevant obligation from the medical corporation established in the incorporation-type split after the incorporation-type split.

An incorporation-type split becomes effective when the medical corporation established in the incorporation-type split registers the split at the location of its principal office pursuant to the provisions of a Cabinet Order.

The provisions of Section 2 (excluding Article 44, paragraphs (2), (4) and (5) and Article 46, paragraph (2)) does not apply to the establishment of a medical corporation established in the incorporation-type split.

The provisions of Article 2 through Article 8 (excluding the items of Article 2, paragraph (3) and the items of Article 4, paragraph (3)) of the Act on the Succession to Labor Contracts upon Company Split (Act No. 103 of 2000) and Article 5, paragraph (1) of the Supplementary Provisions of the Act for Partial Revision of the Commercial Code (Act No. 90 of 2000) apply mutatis mutandis to the case where a medical corporation conducts a split pursuant to the provisions of this Subsection. In this case, the term "succeeding company, etc." in Article 2, paragraphs (1) and (2) of the Act on the Succession to Labor Contracts upon Company Split is replaced with "succeeding medical corporation, etc.", the term "split company" in the same paragraph is replaced with "split medical corporation", the term "according to the cases listed in the following items, specified in the relevant items" in paragraph (3) of the same Article is replaced with "two weeks from the day on which a notice of approval under Article 60-3, paragraph (4) of the Medical Care Act (Act No. 205 of 1948) or a notice of approval under Article 60-3, paragraph (4) of the same Act as applied mutatis mutandis by replacing the terms pursuant to Article 61-3 of the same Act is given", the term "split company" in Article 3 through Article 8 (excluding Article 4, paragraph (3)) of the same Act is to be replaced with "split medical corporation", the term "succeeding company, etc." is to be replaced with "succeeding medical corporation, etc.", the term "according to the cases listed in the following items, in the relevant items" in Article 4, paragraph (3) of the same Act is replaced with "the split medical corporation, on the day until the day before the day of registration of the split pertaining to an absorption-type split approved under Article 60-3, paragraph (4) of the Medical Care Act or an incorporation-type split approved under Article 60-3, paragraph (4) of the same Act as applied mutatis mutandis by replacing the terms pursuant to Article 61-3 of the same Act", and the necessary technical replacement of terms is specified by a Cabinet Order.

The provisions of Article 398-9, paragraphs (3) through (5) and Article 398-10, paragraphs (1) and (2) of the Civil Code (Act No. 89 of 1896), Article 19, paragraphs (3) through (5) and Article 20, paragraphs (1) and (2) of the Act on Security Assignment Contracts and Retention of Title Contracts (Act No. 56 of 2025) (including as these provisions are applied mutatis mutandis pursuant to Article 111, paragraph (1) of that Act; the same applies hereinafter in this Article), and Article 26, paragraph (1) of the Act on the Promotion of Business Financing, etc. (Act No. 52 of 2024) apply mutatis mutandis to the case where a medical corporation conducts a split pursuant to the provisions of this Subsection. In this case, the term "the preceding two paragraphs" in Article 398-9, paragraph (3) of the Civil Code and Article 19, paragraph (3) of the Act on Security Assignment Contracts and Retention of Title Contracts is replaced with "paragraph (1) or (2) of the following Article as applied mutatis mutandis pursuant to Article 62-2 of the Medical Care Act (Act No. 205 of 1948)", and the term "the preceding paragraph" is replaced with "the same paragraph".

Beyond what is specifically provided for in this Section, necessary particulars concerning mergers and splits of medical corporations is specified by a Cabinet Order.

When a prefectural governor suspects the operations or accounting of a medical corporation to be in violation of laws and regulations, a disposition by the prefectural governor based on laws and regulations, the articles of incorporation, or the act of endowment, or suspects its administration to be significantly inappropriate, the prefectural governor may request the relevant medical corporation to report on the status of its operations or accounting, or may have the relevant officials enter its offices and inspect the status of its operations or accounting.

The provisions set forth in Article 6-8, paragraphs (3) and (4) apply mutatis mutandis to any entry and inspection pursuant to the provisions of the preceding paragraph.

When a prefectural governor finds the operations or accounting of a medical corporation to be in violation of laws and regulations, a disposition of the prefectural governor based on laws and regulations, the articles of incorporation, or the act of endowment, or finds its administration to be significantly inappropriate, the prefectural governor may order the relevant medical corporation to take any necessary measures by a set deadline.

When a medical corporation fails to abide by an order as set forth in the preceding paragraph, the prefectural governor may order the relevant medical corporation to suspend all or a part of its operations for a period that the prefectural governor prescribes, or may recommend the dismissal of its officers.

In ordering the suspension of operations or recommending the dismissal of officers pursuant to the provisions of the preceding paragraph, the prefectural governor must hear the opinions of the Prefectural Council on Medical Service Facilities in advance.