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Updated: July 2025, 10

Key points for medical corporation dissolution (hospital closure/abolition) procedures

Requesting an administrative scrivener to handle the dissolution procedures for a medical corporation is simple and speedy.
　
For teachers of medical corporations who are considering dissolving their medical corporations, we will explain the ``procedures'' and ``points to note'' necessary for dissolving a medical corporation, as well as the ``option without dissolving'' called M&A.

Medical corporation dissolution procedures

First, a resolution of the board of directors is required before starting the dissolution process.
Once the board of directors passes a resolution for dissolution, the next step is to apply for registration and complete tax procedures.

Additionally, in the event of dissolution, detailed plans and responses are required, including how to distribute the corporation's assets and how to deal with outstanding debts.
Collaboration with a tax accountant is also essential during this process.
Furthermore, M&A is an option that does not involve dissolution. M&A allows a corporation to continue its activities and minimize the impact on employees and related parties.

Depending on the reason for dissolution, the necessary procedures are divided into "approval" and "notification".

Medical corporations are disbanded for various reasons, and the procedures are divided into "approval" and "notification".
Each procedure has different requirements and it is important to follow the exact steps.
　
Grounds for dissolution can be classified into seven categories, and the necessary procedures are as follows.

As you can see from the table above, there are two types of procedures: "approval" and "notification."
Let's take a look at the contents of each.

In the case of “approval” of dissolution

Flow of approval

First, it is important to clarify the reason for the breakup.
The legal reasons for dissolution must be explained, but particularly in the case of forced dissolution, a detailed explanation of the violations is required.

Next, develop a solid breakup plan.
This plan must include specific details regarding the disposition of assets, reassignment of staff, and patient care after dissolution.

Once the plan is complete, submit an application for dissolution approval to the competent authority.
If there are no problems with the examination, the competent authority will approve the dissolution.

Required documents

1. Medical corporation dissolution approval application form
2. Attached document
   2-1. Statement of reasons for dissolution: Describe the reasons for dissolution in detail in accordance with the law.
   2-2. Minutes of the general meeting of members (board of directors) that resolved to disband: Submit the minutes of the meeting where the resolution to disband was passed.
   2-3. Asset inventory: Create a detailed list of assets at the time of dissolution.
   2-4. Balance Sheet: Attach the latest balance sheet.
   2-5. Document describing how remaining assets will be disposed of: Describes in detail the disposal method.
   2-6. Certificate of registered information (certificate of all history items): Obtain and attach the latest certificate.
   2-7. Outline of the medical corporation, etc. (documents may increase or decrease depending on the situation): Prepare a document summarizing the basic information of the corporation.

Application period

Once you have completed your dissolution plan, it is important to apply for approval as soon as possible.
The examination by the competent authority takes a certain period of time, so it is important to proceed with the procedure with plenty of time.
Even if you need to disband quickly, be sure to plan and prepare the necessary documents.

In the case of “notification” of dissolution

Flow of notification

When notification of dissolution is required, it mainly applies to voluntary dissolution.

First, the proposed dissolution must be approved by the board of directors and the general meeting. At the general meeting, decisions are made by majority vote.
Next, create a dissolution notification and specifically state the reason for dissolution, date of dissolution, and method of disposing of assets.
This notification of dissolution is submitted to the competent authority, and the necessary accompanying documents (such as minutes and property inventory) are also submitted at the same time.

The competent authority will check the submitted content and if there are no problems, the dissolution will be officially approved. After approval, dissolution procedures will be carried out.

Required documents

1. Medical corporation dissolution notification
2. Attached document
   2-1. Minutes of the general meeting of members (board of directors) that resolved the dissolution (excluding cases where there is no member)
   2-2. Property inventory
   2-3. Balance sheet
   2-4. Documents stating how to dispose of residual assets
   2-5. Certificate of registered matters registering dissolution and appointment as liquidator (certificate of all historical matters)

These documents are essential for the dissolution process to proceed smoothly.
In particular, the property inventory and balance sheet are important for accurately understanding the financial situation at the time of dissolution.

Notification period

You also need to be careful about the timing of the notification.
Once the resolution of dissolution has been passed, you will be required to promptly submit a notification of dissolution.
The competent authority will confirm the contents of the notification and formally approve it.

Since there are many cases where legal procedures and practical measures are required in connection with dissolution, we recommend that you consult with a specialist.
By following the appropriate procedures, it is possible to carry out the dissolution smoothly.

Procedures after approval of dissolution or submission of dissolution notification

Dissolution of a medical corporation is not completed simply by submitting a notification of dissolution.
After the dissolution is approved or the dissolution notification is filed, legal and practical procedures must be followed.
Dissolution procedures include detailed procedures such as disposition of assets, liquidation of debts, and response to employees after dissolution is approved.
These procedures must be carried out reliably in accordance with laws and regulations, and require specialized knowledge.

After receiving the dissolution certificate or submitting the dissolution notification, the following procedures must be carried out.

① Registration of dissolution(Article 7 of the Association Registration Ordinance)
② Registration of appointment as liquidator(Article 43, Paragraph 1 of the Act)
③ Notification of completion of registration of dissolution of medical corporation and notification of registration of appointment of liquidator(Medical Law Enforcement Order Article 5-12)
4 Liquidation procedure(Article 56-8 Paragraphs 1 and 4 of the Act)
⑤ Registration of completion of liquidation(Article 43, Paragraph 1 of the Act, Articles 10 and 11, Paragraph 3 of the Association Registration Ordinance)
⑥ Notification of completion of liquidation(Article 56-11 of the Act, Article 5-12 of the Medical Law Enforcement Order)

➀Registration of dissolution

When a medical corporation disbands, it is necessary to submit a notification of dissolution and, after receiving approval, promptly register the dissolution.
This legally recognizes that the medical corporation has officially been dissolved.

Once the registration of dissolution is completed, "dissolution" will be clearly indicated on the registration certificate, and the dissolution of the corporation will be clearly indicated to third parties.
In particular, it is required by law to register dissolution, except in the case of a merger or a decision to start bankruptcy proceedings (Article 7 of the Association Registration Ordinance).
We recommend that you consult a specialized law firm to ensure this process is carried out properly.

Delays in registering the dissolution can result in extra legal issues and costs, so it is important to act quickly.

②Registration of appointment as liquidator

At the same time as dissolution, a liquidator must be appointed.

Usually, a representative of the corporation is appointed as the liquidator, but in some cases it is possible to appoint an external expert.
A liquidator should be appointed as early as possible to ensure smooth legal proceedings.

The appointed liquidator must be officially recognized as such through registration.
Specifically, we carry out procedures based on Article 43, Paragraph 1 of the Act, prepare the necessary documents, and submit them to the competent Legal Affairs Bureau within the specified period.
This officially qualifies the liquidator as such.

If the liquidator registration is done at the same time as the dissolution registration of the corporation, the series of procedures will go smoothly and administrative processing will be efficient.
Additionally, once the registration is complete, the liquidator's authority will be formally exercised, allowing for swift and smooth dissolution procedures.

③Notification of completion of registration of dissolution of medical corporation and notification of registration of appointment of liquidator

Once the registration of dissolution and registration of appointment as liquidator is completed, it is necessary to report this to the competent administrative agency.
This report is important to ensure control and transparency of the medical corporation.

By submitting a notification of completion of registration of dissolution of a medical corporation and a notification of registration of appointment of liquidator, the government can officially recognize the dissolution and appointment of liquidator and reflect this in subsequent procedures.
Specifically, based on Article 5-12 of the Medical Care Law Enforcement Order, these notifications must be made immediately after the completion of the dissolution registration and liquidator appointment registration.
This procedure serves as the basis for administrative agencies to formally understand the status of dissolution and for future liquidation operations to proceed smoothly.

Additionally, late reporting may result in penalties, so prompt action is required.
The process will go smoothly if you check in advance about the preparation of the necessary documents and detailed instructions on filling out the notification form.

④ Clearing procedures

After dissolution, it is essential to proceed with liquidation procedures.

First, a liquidator is appointed, who organizes the corporation's assets, repays debts, and disposes of remaining assets.
Specifically, it is necessary to notify creditors and publish in the official gazette.
This public notice is stipulated by law, and it is normally required to publish the public notice in the official gazette at least three times within two months (Article 2-3, Paragraphs 56 and 8 of the Act).
The creditor who receives the notice will be asked to repay the debt based on the request.

By strictly following legal procedures during liquidation procedures, you can prevent problems from occurring.
Furthermore, if any residual assets exist, they will be disposed of in accordance with the articles of incorporation and law.

⑤Registration of completion of liquidation

Once all liquidation procedures have been completed, we will register the completion of liquidation.
This is the final step for the dissolution of the corporation to be officially recognized.
By registering the completion of liquidation, the liquidation of the corporation is officially recognized and the corporation officially ends its existence.

All financial processing must be completed before registering the completion of liquidation.
From property distribution to debt repayment, we proceed only after ensuring that all financial obligations are met without fail.
In particular, it is important to ensure that debts are paid in full and that records are kept.

This registration procedure must be carried out strictly in accordance with the law.
Specifically, we will proceed in accordance with Article 43, Paragraph 1 of the Act, Article 10 and Article 11, Paragraph 3 of the Association Registration Ordinance.
This provides public proof that the liquidator has followed the legal procedures accurately.

Only after completing the above procedures will the corporation be considered officially dissolved.
Therefore, each step of registration must be performed accurately and in accordance with the law.

⑥Notification of completion of liquidation

After the completion of liquidation is officially registered, promptly reporting the fact to the competent administrative agency is an important step in the dissolution procedure of a medical corporation.
Based on Article 5-12 of the Medical Care Law Enforcement Order, submitting a notification of completion of liquidation to the competent administrative agency certifies that all liquidation procedures have been legally completed.

In order to properly report to the competent government agency, it is essential to accurately prepare and submit the necessary documents.
Specifically, this includes the liquidator's financial status report and a copy of the dissolution registration.
This officially concludes the dissolution procedure of the corporation and allows it to be confirmed by the administrative agency.

By following this series of procedures, you can prevent problems and minimize legal risks.
It is important to submit a notification of completion of liquidation at the appropriate time and ensure that the procedures are completed.

Restrictions on where residual assets belong

One of the points to be especially careful about when dissolving a medical corporation is the disposal of residual assets.
This must be handled appropriately in accordance with laws and regulations.

First, the assets that remain after a dissolved medical corporation has paid off its debts are called "residual assets."

In the case of a medical corporation with no equity capital, the remaining assets belong to the national government, local governments, medical corporations, and other medical providers (as specified by Ordinance of the Ministry of Health, Labor and Welfare).
For this reason, upon dissolution, it is necessary to carefully determine the specific place of ownership.
　
On the other hand, in the case of a medical corporation with equity interests, the treatment is different.
The remaining assets will be distributed according to the amount invested by investors in accordance with the articles of incorporation.
If the articles of incorporation are unclear or if a dispute may arise, it is important to seek professional advice.
　
As mentioned above, the disposal of residual assets in the dissolution proceedings of a medical corporation must be carried out appropriately in accordance with the law.

<In the case of a medical corporation with no equity interest>
The remaining assets of a medical corporation that does not have an equity interest will belong to the national government, local governments, medical corporations, and other medical providers selected from those specified by Ordinance of the Ministry of Health, Labor and Welfare.

<For medical corporations with equity interests>
The remaining assets of a medical corporation with invested interests will be distributed in accordance with the articles of incorporation in proportion to the amount invested by other investors.

What options should I consider when considering dissolving a medical corporation?

As we have seen, dissolving a medical corporation is not just about terminating the business; it also requires a variety of legal and practical procedures, so a detailed plan is essential.

Before proceeding with a dissolution, it is important to carefully consider several options.
Please consider the following two points in particular.

Point 1: Ask an administrative scrivener who is knowledgeable about medical care.

"When I asked a tax advisor to handle the dissolution procedures, it took a lot more time than I expected."

I hear stories like this a lot.
A common reason is that the tax advisor is not knowledgeable about medical care.

The dissolution procedure for a medical corporation requires many more documents than the dissolution procedure for a private clinic or general company.
There may be over 40 types of documents that need to be prepared, and these must be submitted to multiple government agencies.
If the tax accountant in charge is inexperienced, it will take time just to look up the necessary information.

National qualifications as an ``administrative scrivener'' or ``attorney'' are essential for proxy procedures for the dissolution of a medical corporation.

Administrative scriveners are specialists in document preparation, but because medical corporations are particularly complex, there are not many administrative scriveners who specialize in handling them.
Our company is one of the largest administrative scrivener corporations in the industry, and comprehensively handles all procedures for medical corporations, including establishment, dissolution, and transfer.
We will work with your corporation's tax accountant to complete the procedure as quickly as possible.

Point 2: M&A is an option that does not involve dissolution 

In recent years, an increasing number of medical corporations are choosing ``succession to a third party (M&A)'' rather than ``dissolution.''
In the case of a medical corporation, unlike individual medical practitioners, operations can be started simply by changing the management, so a smooth handover is possible.
There are many hospitals where business succession is the trigger for becoming a medical corporation.
Taking these things into account, I would like to consider selling the company, including introducing a successor.

Below is a summary of the benefits for both sellers and buyers.
(Please see our M&A page for more detailed information.)

●Advantages for sellers
You can keep your staff employed
Successor problem resolved
You can obtain a large amount of funds as transfer funds for the clinic.
Personal guarantees and collateral for loans can be canceled

●Benefits for buyers
You can secure human resources such as doctors and nurses all at once.
Acquire hospital location and number of licensed beds
Enjoy economies of scale by expanding your business base

My Feelings, Then and Now

Dissolution procedures for a medical corporation are difficult, as there are many legal procedures and practical responses.

In this article, we have provided information to managers and business owners who are considering dissolving a medical corporation to proceed with the dissolution process smoothly.

Advance preparation is very important for a successful dissolution procedure.
There are many detailed regulations, such as deadlines for various notifications and methods of property disposal.
Furthermore, proper procedures in accordance with the law are required for the disposal of medical corporation assets.
Neglecting legal procedures may lead to trouble later on, so it is important to proceed carefully and with the advice of experts.
　
Ultimately, I hope that the dissolution process can be completed in a way that satisfies all parties involved.

Leave the medical corporation procedures to Support Administrative Scrivener Corporation!

Dissolving a medical corporation is a very big decision.
On top of that, there are a wide variety of tasks awaiting them, including legal procedures and financial management.

Expert knowledge and experienced support are essential to making this process go smoothly.
We, the Support Administrative Scrivener Corporation, have a wealth of experience and expertise in procedures related to medical corporations.

We provide thorough support so that our customers can proceed with the procedure consistently and with peace of mind.
Based on specific examples and success stories, we will propose optimal solutions tailored to customer needs.

The first consultation is free.