The flow and documents for medical-corporation establishment approval: from sole practice to incorporation

In short: to incorporate a clinic you run as an individual, you first need establishment approval for a medical corporation. A medical corporation cannot be established without the approval of the governor of the prefecture where its principal office is located (Medical Care Act, Article 44, paragraph 1), and it comes into existence by registering the establishment at the location of its principal office (Medical Care Act, Article 46). Applications are often accepted only a few times a year, and because they pass through consultation with the prefectural medical council, it generally takes about two to three months from the main application to approval. Preparation and submission support for the approval application, the articles of incorporation or act of endowment, the business plan and the inventory of property are handled by our office (Yotsuba Administrative Scrivener Office); the establishment registration by a judicial scrivener, the corporation's tax and accounting by a tax accountant, and the switch of social insurance by a labour and social security attorney, each as an independent business under a separate contract. This article is general information organising the flow; individual eligibility and forms depend on the review by the prefecture where the clinic is located.

When you form a medical corporation, what changes from sole practice?

A medical corporation is a body—an association or foundation—that seeks to open a hospital, a clinic where a physician or dentist works full time, a long-term-care health facility or a long-term-care medical facility, made into a corporation; it is called a "medical corporation" (Medical Care Act, Article 39). In sole practice the director-physician is personally the opener of the clinic, but once incorporated the opener becomes the corporation, and the physician runs it as the chair of the board. Ease of opening branch clinics, expanding into care services, and succession are the main motives for considering incorporation.

On the other hand, a medical corporation is bound by a non-profit frame. A medical corporation must not distribute surplus (Medical Care Act, Article 54), and profits cannot be distributed to contributors. Under the Medical Care Act as revised and effective 1 April 2007 (Heisei 19), what can newly be established is, in principle, a medical corporation without defined equity interests. The fact that you cannot design for refund of equity or dividends, as a stock company does, is a major difference from a sole business or an ordinary company.

Item	Sole practice	Medical corporation
Opener	The physician as an individual	The medical corporation
Establishment procedure	Opening notification (Medical Care Act Art. 8 (1))	Establishment approval (Art. 44 (1)) + establishment registration (Art. 46)
Distribution of surplus	―	Prohibited (Art. 54)
Equity	―	New establishment is, in principle, without defined equity interests
Branches / care services	Constrained on an individual basis	Easier to expand within the articles' scope

Whether to incorporate at all is a management decision considering tax, cash flow and the succession plan. Estimating the amount of tax and social-insurance premiums is the tax accountant's field; our office does not give tax advice.

When do you file the establishment-approval application, and how long until approval?

A medical corporation cannot be established without the approval of the governor of the prefecture where its principal office is located (Medical Care Act, Article 44, paragraph 1). When the governor approves an establishment, they are to hear in advance the opinion of the prefectural medical council, and the schedule of this consultation and reply sets the overall timeline.

In many prefectures, acceptance of approval applications and the prior briefing sessions are limited to a few times a year (such as spring and autumn). In practice the common flow is to arrange the documents through a provisional application (preliminary review), then proceed to the main application, and receive the approval certificate after the medical council's deliberation. It generally takes about two to three months from the main application to approval, and, including preparation, you must count back in units of several months.

Stage	Main content	Rough guide
Prior consultation / provisional application	Checking the draft articles, business plan and inventory	Aligned with the acceptance timing
Main application	Submission of the full approval-application set	The acceptance round (a few times a year)
Prefectural medical council	Consultation and reply	Several weeks after the main application
Issue of the approval certificate	Approval of establishment	About two to three months after the main application

The acceptance rounds, deadlines and forms differ by prefecture. Always confirm the guide of the prefecture where you plan to open, just before applying (this article does not assert the schedule of any specific prefecture).

How do you assemble the required documents and contributed property for approval?

At the core of the establishment approval are the articles of incorporation or the act of endowment (Medical Care Act, Article 44). An association-type medical corporation prepares articles of incorporation and a foundation-type one an act of endowment, setting out the name, purpose, the medical facility to be opened, the location of the office, the assets, matters on members (or councillors) and officers, and so on. As officers you must in principle place three or more directors and one or more auditors (Medical Care Act, Article 46-5, paragraph 1).

The property to be contributed—the equipment and working capital used to run the clinic—is backed up by an inventory of property, a contribution application and the like. How much working capital to reckon varies in each prefecture's operational guidance; some guidance uses a certain period of working capital as a guide, but the amount standard must be confirmed with the prefecture (this article does not assert a specific figure).

Document	Content
Establishment-approval application	The prefecture's prescribed form
Articles of incorporation or act of endowment	Articles for an association, act of endowment for a foundation (Art. 44)
Minutes of the establishment meeting	Record of the decision to establish
Business plan / budget	Income-and-expense outlook for about two years after opening
Inventory of property / contribution application	Backing for the contributed property and working capital
Roster of officers / letters of acceptance	Three or more directors and one or more auditors (Art. 46-5 (1))

Preparation and submission support for these approval documents can be handled by our office (Yotsuba Administrative Scrivener Office) as preparation of documents to be submitted to public offices. The reasonableness of the plan's figures and tax matters are the tax accountant's field.

After approval, who takes over registration, tax and labour matters?

Even once the approval certificate is issued, the corporation does not yet exist at that point. A medical corporation comes into existence by registering the establishment at the location of its principal office (Medical Care Act, Article 46). The establishment registration must be done within two weeks of the day the procedures necessary for establishment, including approval, are completed. Only after registration do you proceed—as a corporation—to the clinic-opening permit (Medical Care Act, Article 7), the designation as an insurance medical institution, and so on.

The roles are divided as follows.

• Preparation and submission support for the medical-corporation establishment-approval application, articles or act of endowment, business plan and inventory, and support for the various post-approval notifications → Yotsuba Administrative Scrivener Office (administrative scrivener)
• Selection, lease and important-matters explanation of business premises such as branches or relocation sites → Yotsuba Real Estate Co., Ltd.
• Establishment registration of the medical corporation and real-property registration → a judicial scrivener
• The corporation's tax and accounting, estimation of social-insurance premiums, and the figures of contributed property and the business plan → a tax accountant
• Employment contracts, work rules, and new application or switch of social insurance for officers and staff → a labour and social security attorney
• Individual legal judgement on rights, obligations and disputes → an attorney

Yotsuba Administrative Scrivener Office and Yotsuba Real Estate Co., Ltd. are separate businesses. Our office handles only support for the medical-corporation establishment-approval application as an independent business, and premises, registration, tax and labour are contracted or consulted separately with each qualified professional and office. Establishment registration goes to a judicial scrivener and tax to a tax accountant; our office does not act as an agent for registration applications, prepare registration application documents, or give tax advice. Our office receives no referral fee. The opening notification that is the entry point for sole practice is summarised in Is opening a clinic a notification or a permit (Medical Care Act, Article 8). For the whole picture of our services see Licensing and Application Services; for the flow of engagement see Engagement Flow; and for fees see Fee Schedule. Eligibility itself is decided by the prefecture.

FAQ

Q. Can I turn my individual clinic into a medical corporation at any time?
A. Acceptance of approval applications and briefing sessions are often limited to a few times a year in each prefecture, so you cannot always apply the moment you decide to. Because you pass from a provisional application (preliminary review) to the main application, then through the prefectural medical council's consultation and reply, it generally takes about two to three months from the main application to approval. Confirm the acceptance rounds and deadlines in the guide of the prefecture where you plan to open.

Q. Can a medical corporation distribute profits?
A. No. A medical corporation is prohibited from distributing surplus (Medical Care Act, Article 54). Acts substantially equivalent to distribution, such as loans to officers or holding assets for a specific individual, must also be avoided. Under the Medical Care Act as revised and effective 1 April 2007 (Heisei 19), a new establishment is, in principle, a medical corporation without defined equity interests.

Q. Once approval is granted, can I start practising as a corporation right away?
A. Issuing the approval certificate alone does not bring the corporation into existence. The corporation comes into existence by registering the establishment at the location of its principal office (Medical Care Act, Article 46), and the registration is done within two weeks of the day the procedures including approval are completed. After that you need the clinic-opening permit as a corporation (Medical Care Act, Article 7) and the designation as an insurance medical institution. It is safer to count back so that opening and the start of insured practice do not fall out of step.

Q. Can I ask an administrative scrivener to do the approval application?
A. Preparation and submission support for the approval application, articles or act of endowment, business plan and inventory to be submitted to public offices can be handled by an administrative scrivener. However, the establishment registration is a judicial scrivener's work and the corporation's tax and accounting a tax accountant's. Our office does not do these registration agencies or tax advice, and guides you on the premise that each is contracted separately as an independent business.

Sources (Primary Information)

• e-Gov Law Search, "Medical Care Act" (Act No. 205 of 1948), Article 39 (medical corporation), Article 44, paragraph 1 (establishment approval = prefectural governor) and Article 44 (articles or act of endowment), Article 46 (comes into existence by establishment registration), Article 46-5, paragraph 1 (officers = three or more directors, one or more auditors), Article 54 (prohibition of distribution of surplus) (accessed 2026-09-05)
• Ministry of Health, Labour and Welfare, "About the Medical Corporation System" (materials on medical corporations without defined equity interests and the Fifth Revision of the Medical Care Act, effective 1 April 2007; accessed 2026-09-05)
• Guides, acceptance periods and forms for medical-corporation establishment-approval applications of prefectures (e.g. Aichi, Tokyo, Saitama, Ibaraki) (confirm the official page of the prefecture where you plan to open, just before applying; accessed 2026-09-05)
• Establishment registration under the Cabinet Order on Registration of Associations, etc. (Cabinet Order No. 29 of 1964) (within two weeks of the day the procedures necessary for establishment, including approval, are completed) (accessed 2026-09-05)

This article is general information and does not guarantee individual eligibility for establishment approval, the required documents, the standard for contributed property, the acceptance period, or the forms. The review of medical-corporation establishment approval is made by the prefectural governor (passing through consultation with the prefectural medical council), and the acceptance periods, deadlines and forms differ by prefecture. Establishment registration is handled by a judicial scrivener; the corporation's tax and accounting and the figures of contributed property and the business plan by a tax accountant; employment contracts, work rules and new application or switch of social insurance by a labour and social security attorney; selection, lease and important-matters explanation of business premises by Yotsuba Real Estate Co., Ltd. as a separate business; and individual legal judgement on rights, obligations and disputes by an attorney, each as an independent business under a separate contract or consultation. Our office does not act as an agent for registration applications, prepare registration application documents, or give tax advice, and no referral fee is exchanged. Confirm the acceptance periods, forms and required documents on the official page of the prefecture where you plan to open. Individual judgements are made by a qualified professional after a meeting. Written by Joji Uramatsu, administrative scrivener and licensed real estate broker.