When a Japanese Medical Corporation's Registered Details Change, What are the Registration Obligations and Deadlines?

Japanese Attorney at Law - Bengoshi L.L.

• 8 min read

Japanese Medical Corporations, or "Iryo Hojin" (医療法人), like all formally established corporate entities in Japan, have a range of key details officially recorded in a public register maintained by the Legal Affairs Bureau (法務局 - Houmukyoku). This registration system is not merely a bureaucratic formality; it serves as a cornerstone of legal transparency, providing third parties with reliable information about the corporation's identity, structure, and authority. Consequently, when any of these registered particulars change, the Iryo Hojin is under a strict legal obligation to update the public record promptly. Understanding these registration duties, the types of changes that trigger them, the critical deadlines involved, and the significant consequences of non-compliance is essential for the lawful and effective operation of any Iryo Hojin.

The corporate registration system (touki seido - 登記制度) in Japan plays a vital role in commercial and legal transactions. For an Iryo Hojin, the information recorded in the register (登記事項 - touki jikou) typically includes:

  • Its official name (名称 - meishou).
  • The purpose (目的 - mokuteki) and scope of its business (事業 - jigyou).
  • The location of its principal administrative office (主たる事務所 - shutaru jimusho) and any branch administrative offices (従たる事務所 - juutaru jimusho).
  • The name, residential address, and qualification (i.e., as Representative Director) of the "Rijicho" (理事長), who holds the authority to represent the corporation.
  • If specified in its foundational documents, its duration of existence (存続期間 - sonzoku kikan) or any specific causes for dissolution (解散の事由 - kaisan no jiyuu).
  • The total amount of its net assets (資産の総額 - shisan no sougaku).

This publicly accessible information allows patients, creditors, suppliers, potential partners, and governmental authorities to verify crucial details about the Iryo Hojin, fostering trust and legal certainty.

The General Obligation to Register Changes (変更の登記 - Henkou no Touki)

The Medical Care Act (医療法 - Iryou Hou, Article 43(1)) and, more specifically, the Ordinance on Registration of Cooperatives, etc. (組合等登記令 - Kumiai Tou Touki Rei, hereafter "Registration Ordinance") impose a clear and ongoing duty on every Iryo Hojin to register any alterations to its publicly registered particulars. The core purpose of this obligation is to ensure that the information held in the public register remains an accurate and up-to-date reflection of the Iryo Hojin’s current legal status and operational details at all times. This duty applies to any change, modification, or update to the information that was initially recorded at the time of the Iryo Hojin’s establishment or that has been subsequently amended and registered.

Common Types of Changes Requiring Registration

A wide array of events and decisions can necessitate a change registration. These often fall into several broad categories:

1. Changes to Foundational Elements (often requiring prior amendment to the Articles of Incorporation/Act of Endowment and governor approval):

  • Name of the Iryo Hojin: Any change to its officially registered name.
  • Purpose and Scope of Business: Modifications to its stated objectives or the range of medical and ancillary services it is authorized to provide.
  • Specified Duration or Dissolution Causes: If the Iryo Hojin’s foundational documents set a specific term for its existence or particular events that trigger dissolution, and these are amended.

2. Changes Related to Leadership:

  • Representative Director (Rijicho): Any change concerning the Rijicho, including their new appointment, resignation, dismissal, death, or a change in their registered name (e.g., due to marriage) or residential address.

3. Changes Related to Office Locations:

  • Principal Administrative Office: Relocation of the Iryo Hojin’s main administrative office.
  • Branch Administrative Offices: The establishment of a new branch office, the relocation of an existing one, or the closure (abolition) of a branch office.
  • Address System Changes: Alterations to office addresses resulting from official administrative rezoning by local government or the implementation of a new standardized addressing system (住居表示の実施 - juukyo hyouji no jisshi).

4. Changes Related to Financial Status:

  • Total Amount of Net Assets: The registered value representing the Iryo Hojin’s net worth must be updated periodically.

Critical Registration Deadlines: Navigating the Timeframes

The Registration Ordinance sets forth strict deadlines for filing applications for change registrations. Adherence to these timeframes is crucial.

1. General Rule for Principal Office Registrations:
For most changes to matters registered at the Legal Affairs Bureau governing the Iryo Hojin’s principal office, the application for change registration must be filed within two weeks (2週間以内 - nishukan inai). The starting point for this two-week period depends on the nature of the change:
* If the change does not require prior approval from the prefectural governor for an underlying amendment to the Articles of Incorporation or Act of Endowment (e.g., the resignation of a Rijicho, a change in the Rijicho’s registered address, or certain office relocations that do not necessitate an amendment to the foundational documents), the two-week period begins from the date the event causing the change occurred.
* If the change does require prior governor's approval for an underlying amendment to the foundational documents (e.g., a change of the Iryo Hojin's name or its stated purpose), the two-week period begins from the date the governor's Approval Certificate (ninkasho - 認可書) is formally received by (or "arrives at") the Iryo Hojin (Registration Ordinance, Art. 24).

2. Special Deadline for Asset Registration:
A notable exception to the two-week rule concerns the registration of changes to the "total amount of assets." This specific update must be registered within two months (2ヶ月以内 - nikagetsu inai) from the end of each business year of the Iryo Hojin (Registration Ordinance, Art. 3(3)). This reflects the process of finalizing annual financial statements from which the net asset value is derived.

3. Deadlines for Branch Office Registrations:
If an Iryo Hojin has one or more registered branch administrative offices, changes affecting their registered details often trigger separate registration deadlines:
* If a change registered at the principal office (e.g., a change in the Iryo Hojin's official name, or a change in the principal office's registered address) also impacts the information registered for a branch office, the corresponding change registration must be filed at the Legal Affairs Bureau governing the branch office’s location within three weeks (3週間以内 - sanshukan inai) from the date the change occurred (or was approved, thus triggering the principal office registration) (Registration Ordinance, Art. 11(2), (3)).
* More specific (and sometimes longer) deadlines apply for discrete branch office events, such as the establishment of a new branch (three weeks for the branch office registration itself), the relocation of a branch office (three weeks at the old branch location's registry, four weeks at the new branch location's registry), and the abolition of a branch office (three weeks at the branch office's registry).

The Consequences of Non-Compliance: More Than Just Fines

Failure to comply with these registration obligations can lead to significant legal and practical repercussions.

1. Inability to Assert Changes Against Third Parties (第三者対抗要件の欠如 - Daisansha Taikou Youken no Ketsujo):
This is arguably the most critical legal consequence. The Medical Care Act (Art. 43(2)) unequivocally states that until a change to a registered matter is duly recorded in the public register, the Iryo Hojin cannot legally assert that change against any third party who is acting in good faith (i.e., without knowledge of the unregistered change).

  • Practical Example: If an Iryo Hojin appoints a new Rijicho, but this change is not registered, the former Rijicho might still appear as the legally authorized representative in the public register. Contracts or legal documents signed by the newly appointed (but unregistered) Rijicho could potentially be challenged by third parties who were unaware of the internal change and relied on the outdated public record. Similarly, if the Iryo Hojin changes its name but fails to register it, it cannot legally enforce rights or obligations against a third party under its new name if that third party was dealing with it based on the old, registered name.
  • This "perfection requirement" (対抗要件 - taikou yoken) is fundamental to providing legal certainty and protecting reliance in business and official transactions.

2. Administrative Fines (過料 - Karyou):
Failure to file required change registrations within the prescribed statutory deadlines can subject the Iryo Hojin—specifically, its representative (usually the Rijicho)—to an administrative, non-penal fine (karyou) of up to JPY 200,000 (Medical Care Act, Art. 93(1)). While this is not a criminal penalty, it serves as an enforcement mechanism to encourage timely compliance. Multiple instances of neglect can lead to repeated fines.

3. Potential for Operational Disruptions and Loss of Credibility:
Persistent inaccuracies or outdated information in the public register can lead to practical difficulties. These might include:

  • Confusion and delays in official procedures with government agencies.
  • Difficulties in banking relationships, as financial institutions rely on accurate registered information.
  • Challenges in contractual negotiations or legal proceedings where the corporation’s official status or representation is questioned.
  • A general erosion of public trust and credibility if the Iryo Hojin is perceived as negligent in its fundamental legal obligations.

The Process of Change Registration: A General Overview

While the specific documents vary, the general process for registering a change involves:

  1. Application (変更登記申請書 - Henkou Touki Shinseisho): An application for change registration is prepared and submitted by the current Representative Director (Rijicho) of the Iryo Hojin (or their delegated agent, such as a judicial scrivener) to the competent Legal Affairs Bureau.
  2. Supporting Documents: The application must be accompanied by documents that legally evidence the change being registered. The nature of these documents depends entirely on the type of change. Examples include:
    • Certified minutes of relevant Members' General Meetings, Council meetings, or Board of Directors meetings that authorized the change.
    • The governor's Approval Certificate (ninkasho) if the change resulted from an amendment to the Articles of Incorporation or Act of Endowment that required such approval.
    • Letters of resignation from outgoing officers or letters of acceptance from newly appointed ones.
    • Official certificates from municipal offices verifying changes of address due to rezoning.
    • Amended Articles of Incorporation or Act of Endowment (if the change involves an amendment to these foundational documents).
  3. Registration and License Tax (登録免許税 - Touroku Menkyo Zei): A registration and license tax is generally payable at the time of application. The amount varies depending on the type of registration (e.g., a fixed amount for many common changes).

Practical Advice for Ensuring Compliance

To maintain compliance with registration obligations, Iryo Hojin should consider the following practices:

  • Maintain an Internal Change Log and Document Management System: Keep meticulous internal records of all corporate decisions, events, and approvals that could impact registered matters.
  • Calendar Key Deadlines: As soon as an event triggering a registration occurs, or a necessary approval is received, the corresponding registration deadline should be immediately diarized and tracked.
  • Seek Professional Legal/Administrative Expertise: Given the complexities and strict deadlines, it is highly advisable to consult with judicial scriveners (司法書士 - shihou shoshi), who are specialists in Japanese corporate registration procedures. They can ensure applications are prepared correctly and filed in a timely manner.
  • Conduct Periodic Reviews of Registered Information: It is good practice for an Iryo Hojin to periodically obtain an official copy of its Certificate of Registered Matters (登記事項証明書 - touki jikou shoumeisho) to review it for accuracy and ensure it fully reflects the corporation’s current status.

Conclusion

The obligation for a Japanese Medical Corporation to keep its registered information accurate and current is a fundamental aspect of its legal existence and public accountability. The deadlines for registering changes—generally two weeks for most events at the principal office, three weeks for consequential changes at branch offices, and a special two-month window for updating the total asset value—are strict. The primary imperative for timely registration extends beyond merely avoiding potential administrative fines; it is crucial for ensuring that the Iryo Hojin can legally assert its current status, leadership, and operational changes against third parties. Diligent and proactive management of these registration obligations is a hallmark of a well-governed, transparent, and legally sound medical corporation operating in Japan.