Transition to a medical corporation without equity
Updated: July 2024, 3
When did the transition system start and what is the current situation?
As of the fifth revision of the Medical Care Law in 2007, the establishment of new medical corporations with equity is no longer permitted.
It was specified that medical corporations with equity were positioned as transitional medical corporations, and that this would be reviewed after the enforcement of the revised law, but due to the lack of tax allowances, the medical corporation with equity became a medical corporation without equity. The transition to was not progressing.
Therefore, in 2014, a system was established to defer or exempt gift tax payment in the case of surrender of equity for certified medical corporations.However, there are various conditions such as provision of collateral, The transition to corporate status did not progress.
Therefore, starting in 2017, we changed the system to one in which gift taxes, etc. are exempted in the case of surrender of equity interests, etc., and the requirements for transition certification are also relaxed.
What are the benefits of using the transition system?
・It will be relatively easy to transition to a corporation without equity. (Normally, if the surrender of equity is not subject to gift tax, etc., the same requirements as those for certification as a specified medical corporation or social medical corporation are required regarding the organizational structure and size of the medical corporation, but it is recommended to use the transition system. (This makes it easier for small-scale corporations to relinquish their interests)
・You can receive a loan at a low interest rate to liquidate your equity.
What are the requirements for using the transition system?
<Management method>
① Do not give special benefits to corporate parties.
② Payment standards have been established to ensure that remuneration, etc. for officers is not unreasonably high.
③ Not giving special profits to stock companies, etc.
④ The amount of idle assets must not exceed the amount of business expenses.
⑤ There is no violation of laws and regulations, concealment of books and documents, or any other fact that is contrary to the public interest.
<Business status>
① The amount of income related to social insurance medical treatment, etc. (including nursing care, midwifery, and vaccinations) exceeds 80% of the total income amount.
② The amount charged to self-pay patients must be based on the same standards as social insurance medical fees.
③ Medical practice income must be within 150% of medical practice expenses.
What steps will the transition system take?
①Certification by the Minister of Health, Labor and Welfare
② Prefectural governor's approval to change the articles of incorporation (statement that it is a certified medical corporation) (resolution to waive equity or transition to a medical corporation without equity)
③ Prefectural governor's approval to change the articles of incorporation (change to a medical corporation without equity)
④ From then on (for 6 years) Report the operational status to the Minister of Health, Labor and Welfare
What problems will you encounter during the migration?
・Will an agreement be reached regarding the abandonment of equity and the transition to a corporation with no equity?
・Does it not meet the requirements for transition certification? (Ratio of social insurance medical treatment, amount of “idle assets,” etc.)
For medical corporation applications, please contact Support Administrative Scrivener Corporation
At Support Administrative Scrivener Corporation, we provide application support and consulting regarding branching, relocation, etc. of clinics and hospitals for those who are establishing a new medical corporation.
Applications related to medical corporations and clinics are highly specialized and can be said to be one of the fields in which there are few administrative scriveners who can handle them.
Our staff has a track record of applying in all prefectures across the country. Please contact us by all means.
