How Can a Japanese Medical Corporation Amend its Articles of Incorporation, and When is Governor Approval Required?

Japanese Attorney at Law - Bengoshi L.L.

22 May 2025 • 8 min read

The Articles of Incorporation (定款 - Teikan) for a Shadan-type Medical Corporation, or the Act of Endowment (寄附行為 - Kifukukoui) for a Zaidan-type, serve as the constitutional bedrock of a Japanese Medical Corporation ("Iryo Hojin" - 医療法人). These foundational documents meticulously define its purpose, governance structure, operational scope, and other essential rules. However, as healthcare environments evolve, strategic priorities shift, or operational needs change, amendments to these critical documents become necessary. The process for such amendments in Japan is typically a two-tiered system: it requires formal internal approval within the Iryo Hojin itself, followed, in most instances, by external validation in the form of approval from the prefectural governor. Understanding when this gubernatorial approval is indispensable, versus when a simpler notification procedure suffices, is crucial for ensuring an Iryo Hojin operates in full legal compliance.

The Foundational Documents: Why Amendments Matter

The Teikan or Kifukukoui is more than just a set of internal rules; it's a publicly recognized charter that, once approved by the governor at the time of establishment, defines the Iryo Hojin's legal boundaries and commitments. Any significant deviation from the activities or structures prescribed in these documents, without a formal amendment, can lead to legal and regulatory issues.

Amendments are therefore critical for:

Legal Compliance: Ensuring the corporation's activities remain aligned with its approved charter and the Medical Care Act (医療法 - Iryou Hou).
Operational Flexibility: Allowing the Iryo Hojin to adapt to new healthcare demands, technological advancements, or changing community needs (e.g., by adding new medical services or ancillary businesses).
Reflecting Strategic Shifts: Formalizing changes in organizational strategy, governance models (within legal limits), or long-term objectives.
Maintaining Transparency: Ensuring that the publicly available foundational documents accurately reflect the current state and scope of the corporation.

Step 1: Internal Approval – The Corporation's Own Green Light

Before any amendment can be considered for external validation, the Iryo Hojin must rigorously follow its own internal procedures for making such changes. The Medical Care Act (Art. 44(2), item 11) mandates that the Teikan or Kifukukoui itself must contain provisions detailing how it can be amended.

For Shadan Iryo Hojin (Association-Type):
The authority to amend the Articles of Incorporation typically rests with the Members' General Meeting (社員総会 - shain soukai).

The specific voting majority required for an amendment (e.g., a simple majority, a special majority like two-thirds, or even unanimous consent for certain fundamental changes) will be defined within the existing Teikan.
The process involves proper convocation of the General Meeting, clear notification to all members of the proposed amendments on the agenda, ensuring a quorum is met, conducting a formal vote, and passing a resolution to adopt the amendments.

For Zaidan Iryo Hojin (Foundation-Type):
The amendment process for an Act of Endowment is governed by its own provisions.

Generally, a critical step is to seek the opinion of the Council (評議員会 - hyougiinkai) on the proposed amendments. The Council, composed of independent councilors, provides oversight and ensures changes align with the Zaidan's founding purpose and public interest.
The Kifukukoui will further specify whether the final resolution to amend the Act is made by the Board of Directors (理事会 - rijikai) after considering the Council's opinion, or whether the Council itself holds the power to pass the amendment resolution. For significant changes affecting the core nature or purpose of the Zaidan, a Council resolution is often required.

Documenting Internal Approval:
Regardless of the type of Iryo Hojin, meticulous and accurate minutes of the relevant meeting(s) (e.g., 社員総会議事録 - shain soukai gijiroku; 理事会議事録 - rijikai gijiroku; 評議員会議事録 - hyougiinkai gijiroku) are absolutely essential. These minutes serve as official documentary evidence that the due internal corporate approval process has been correctly followed and will be a required attachment when seeking external approval.

Step 2: External Validation – The Prefectural Governor's Approval (知事の認可 - Chiji no Ninka)

Once an Iryo Hojin has internally approved an amendment to its Teikan or Kifukukoui, the next, and usually mandatory, step is to seek approval from the competent supervisory authority.

General Rule: Governor's Approval is Usually Indispensable
For the vast majority of amendments, approval (認可 - ninka) from the prefectural governor of the prefecture where the Iryo Hojin’s principal office is located is required for the amendment to take legal effect. This is a cornerstone of the regulatory oversight of medical corporations under the Medical Care Act (Art. 54-9(3)). Without this gubernatorial ninka, any purported amendment (other than the specific exceptions discussed below) is considered legally void and unenforceable.

Scope of Changes Requiring Prior Governor Approval:
This approval requirement generally applies to amendments affecting most of the "absolute" and "relative" matters that must be, or can be, stipulated in the Teikan or Kifukukoui. These include, but are not limited to, changes to:

The purpose (目的 - mokuteki) of the Iryo Hojin or the scope of its business (事業 - jigyou). This is particularly relevant when adding new essential medical services, expanding into new types of healthcare facilities, or introducing new ancillary businesses.
The name (名称 - meishou) of the Iryo Hojin.
The name or specific location of its principal hospitals, clinics, or LTCFs (as distinct from the administrative office location mentioned later).
Rules and provisions concerning its assets and accounting principles.
Provisions regarding its officers (理事・監事 - riji/kanji) – such as their number, methods of election/appointment, or duties.
Provisions regarding the Board of Directors (理事会 - rijikai) – such as its composition, powers, or operational rules.
For Shadan Iryo Hojin: rules concerning members (社員 - shain) (e.g., qualifications, admission/withdrawal) and the Members' General Meeting (社員総会 - shain soukai).
For Zaidan Iryo Hojin: rules concerning councilors (評議員 - hyougiin) and the Council (評議員会 - hyougiinkai).
Provisions concerning dissolution (解散 - kaisan) of the Iryo Hojin, such as adding or modifying specific dissolution causes.
The rules for amending the Teikan or Kifukukoui itself.
Changes to its duration (存続期間 - sonzoku kikan), if a specific term of existence was initially set.

Application Process for Approval of Amendment:
To obtain the governor's approval, a formal application (定款（寄附行為）変更認可申請書 - teikan (kifukukoui) henkou ninka shinseisho) must be submitted. This application package typically includes:

A document clearly showing the proposed amendments, often presented as a comparative table highlighting the old (pre-amendment) and new (post-amendment) provisions, along with a detailed explanation of the reasons and necessity for the changes.
Documentary evidence proving that the internal approval procedures stipulated in the Iryo Hojin’s own foundational documents have been correctly and fully completed (e.g., certified copies of the relevant General Meeting, Board, or Council minutes).
If the amendments involve establishing new medical facilities, significantly expanding existing ones, or launching new major ancillary services, additional supporting documents are usually required. These can include updated facility plans, revised business plans and budgets reflecting the new operations, and details of any new key personnel or administrators associated with these changes.

The prefectural authorities will then review the application, assessing its compliance with legal requirements, its potential impact on regional healthcare provision, and its overall alignment with public interest objectives. Consultation with the Prefectural Medical Council (医療審議会 - iryou shingikai) may also form part of this review process before the governor makes a final decision.

Exceptions to Prior Approval: When Notification Suffices (届出 - Todokede)

While prior gubernatorial approval is the general rule, the Medical Care Act (Art. 54-9(3) proviso) and its Enforcement Regulations (Art. 33-26) provide two specific exceptions where amendments to the Teikan or Kifukukoui can take effect without prior approval, requiring only a subsequent notification to the governor. These exceptions are:

Changes to the location of the Iryo Hojin’s administrative office(s) (事務所の所在地 - jimusho no shozaichi). It is important to distinguish this from changes to the location of the actual medical facilities (hospitals, clinics), which, if specified in detail in the foundational documents, would likely still require approval to amend. This exception pertains to the registered administrative headquarters.
Changes to the method of public notice (公告の方法 - koukoku no houhou) employed by the Iryo Hojin. For example, changing the designated newspaper for public notices or transitioning to an electronic public notice method (if legally permissible and stipulated).

Internal Approval Still Essential: Even for these two excepted categories, the Iryo Hojin must still complete its own internal approval procedures (e.g., a Members' General Meeting resolution for a Shadan) to formally adopt the amendment into its Teikan or Kifukukoui. The exception only removes the need for prior gubernatorial approval for the amendment to be valid.

Post-Amendment Notification Obligation:
Instead of seeking prior approval, for these two specific types of amendments, the Iryo Hojin is obligated, without delay (遅滞なく - chitai naku) after its internal resolution making the amendment, to notify the prefectural governor of the change (Medical Care Act Art. 54-9(5)). This notification is filed using a specific form (定款（寄附行為）変更届 - teikan (kifukukoui) henkou todokede) and typically requires attaching a copy of the newly amended Teikan or Kifukukoui and a clear indication of the old and new provisions.

Effect of Amendments and Subsequent Registration

The timing of when an amendment legally takes effect, and its enforceability, are key considerations:

Effective Date of Governor-Approved Amendments: Amendments that require the governor's ninka become legally effective upon the date that the approval is officially granted by the governor (or more practically, when the formal notice of approval is received by the Iryo Hojin).
Effective Date of Notified Amendments: For changes to office location or public notice method, since prior governor approval is not a condition of their validity, these amendments legally take effect once the internal corporate resolution adopting them is passed.
Registration with the Legal Affairs Bureau (登記 - Touki): If an amendment to the Teikan or Kifukukoui—whether approved by the governor or merely notified—results in a change to any of the matters that are officially registered with the Legal Affairs Bureau (法務局 - houmukyoku), the Iryo Hojin must then apply to register this change. Registered matters typically include the Iryo Hojin's name, purpose, administrative office location(s), details of its Representative Director (Rijicho), its total asset value (which is updated periodically), and any specific dissolution causes or duration if set forth in its foundational documents.
Effectiveness Against Third Parties (第三者対抗要件 - Daisansha Taikou Youken): This is a critical point. Even if an amendment has been duly approved internally and, where necessary, by the governor, any changes to these registered matters cannot be legally asserted against a bona fide third party until the change has been properly registered with the Legal Affairs Bureau. This is stipulated by the Medical Care Act (Art. 43(2)). This makes timely registration not just a procedural formality but a necessity for ensuring the legal enforceability and public recognition of such changes.

Practical Implications for Stakeholders

Understanding this amendment process is vital for various stakeholders, including foreign entities:

Due Diligence: When partnering with, investing in, or contracting with an Iryo Hojin, reviewing its current, governor-approved (and, where applicable, registered) Teikan or Kifukukoui is essential. This provides clarity on its authorized scope of activities, governance protocols, and any specific limitations or enabling provisions.
Planning for Strategic Changes: If a proposed collaboration, new service line, or joint venture would require the Iryo Hojin partner to amend its foundational documents (e.g., to add a new ancillary business to its stated purposes), the time and procedural requirements for both internal corporate approval and subsequent gubernatorial approval must be realistically factored into project timelines and planning.
Scope of Authority: An Iryo Hojin is legally bound by its approved foundational documents. It cannot validly engage in activities or operate under rules that are outside the scope of, or contrary to, its currently effective Teikan or Kifukukoui.
Monitoring Changes: Keeping abreast of any publicly registered changes to an Iryo Hojin’s details can provide insights into its strategic evolution and operational adjustments, as these often reflect underlying approved amendments.

Conclusion

Amending the Articles of Incorporation or Act of Endowment of a Japanese Medical Corporation is a structured and regulated process, reflecting the public-interest nature of these healthcare entities. It typically involves a crucial first step of securing formal internal approval through the corporation's own governance mechanisms. For most substantive changes, this must be followed by obtaining the indispensable approval of the prefectural governor for the amendment to gain legal validity. Specific, limited exceptions for changes to administrative office locations and methods of public notice allow these to take effect with only a post-amendment notification to the governor. Finally, any resulting changes to publicly registered information must be updated with the Legal Affairs Bureau to ensure their enforceability against third parties. Navigating this amendment pathway correctly is fundamental for an Iryo Hojin's ongoing legal compliance, its capacity to adapt to new challenges and opportunities, and its ability to transparently reflect its evolving role in Japan's healthcare system.