Current State of M&A and Business Succession in Sushi Restaurants 2025 Edition | A Comprehensive Guide to Trends, Case Studies, and Practical Essentials

Introduction
M&A in the sushi industry spans a wide range, from conveyor-belt sushi to individual Edomae-style shops, and activity is intensifying against the backdrop of post-COVID demand recovery and the resurgence of inbound tourism. Across the entire food service industry, dining-out sales have recovered to record-high levels, and the sushi category has successfully captured demand while maintaining a clear distinction from 'home-meal replacement' and 'take-home' options. Compounded by challenges such as the lack of successors, labor shortages, rising raw material costs, and increasing rent, M&A as a form of third-party succession has become an established 'option to avoid closing the business.'

Key Points of Market Trends

・Increased visibility of deals. The number of public listings for sushi and Japanese cuisine in the category has grown on matching sites, broadening the scope for preliminary consideration.
・Listed chains are also selectively utilizing acquisitions. M&A aimed at complementing peripheral areas such as takeout and small urban stores is symbolic.
・Moves by mid-sized chains to strengthen regional presence are also visible, with dominant reinforcement progressing through the acquisition of influential local shops.
・Labor shortages remain at a high level. As a practical solution for business continuity, the consideration of third-party succession models that protect goodwill, employment, and regular customers is spreading.

Representative Case Studies and Implications

1. Acquisition by a major chain to strengthen takeout

A long-established takeout sushi brand was brought into a group with the aim of strengthening takeout and acquiring small urban stores. After the acquisition, it led directly to the diversification of sales channels, such as the development of dual-brand takeout specialty stores. This is a typical example of restructuring in the sushi category with an awareness of capturing 'home-meal replacement' and 'take-home' demand.

2. Mid-sized food service group × community-based conveyor-belt sushi

Acquired shares of a community-based conveyor-belt sushi operator to gain a foothold outside existing areas. The acquisition of local brands by major capital is part of a move aimed at building dominance in the sushi category and optimizing procurement and logistics.

3. Third-party succession of individual shops (numerous)

Cases where artisan shops without successors transfer their business to industry peers or local food service groups. From the perspective of protecting intangible assets such as regular customers, artisans, recipes, and ingredient procurement channels, it is practical to design short-term handover OJT or joint operation periods to aim for a soft landing.

How to Choose a Scheme (Stock Transfer / Business Transfer)

・Stock Transfer: Inherit the entire corporation. Continuity of permits, contracts, and employment relationships is high, and it is easy to achieve speed, but due diligence to scrutinize off-balance-sheet liabilities and contingent matters is essential.
・Business Transfer: Select and inherit target assets and liabilities. In terms of tax, goodwill can be amortized over five years, making it easier to reflect tax benefits for the buyer in the price; however, it is necessary to design consumption tax and real estate-related taxes (if applicable) for each item.

Important Regulatory Amendment: 'Succession of Status' for Restaurant Business Permits

Since December 13, 2023, a system has been established under certain requirements where the status of a business operator can be inherited through a succession notification, etc., without the need to re-apply for a new permit even in the case of a business transfer. This is expected to minimize the risk of business suspension that occurred under the conventional 'close business → new permit' process. Consultation with the public health center before the transfer and explanation of the hygiene management system remain practical requirements.

Handling of Store Lease Names and Leasehold Rights

When taking over a store through a business transfer, the consent of the lessor is generally required for the transfer of leasehold rights or subleasing (Article 612 of the Civil Code). Since failure to obtain the lessor's consent can be grounds for termination, three-party coordination with the lessor is conducted from the initial stage, and negotiation designs including security deposits and restoration clauses are carried out. On the other hand, in a stock transfer, since the 'lessee = corporation' continues, it is generally difficult for the contract to be terminated immediately solely due to a change in shareholders unless there is a special clause in the contract.

Market Sentiment and Valuation Approach

・In the small-to-medium food service sector, a range of 3 to 5 times EBITDA is a practical benchmark for estimation. However, this fluctuates depending on the business format, location, brand power, hygiene system, talent sufficiency rate, cost structure, etc.
・While there are statistics showing transaction multiples in the 6x range for the entire food service industry, the reality on the ground is that many individual shops to small chains in the sushi category do not reach that level on average.
・It is important to use a combination of market approaches (EV/EBITDA of similar listed companies), DCF, and adjusted net asset approaches, and to carefully reflect intangible values unique to sushi shops, such as inventory, fixtures, goodwill allocation, lease contracts, permits/hygiene systems, and the feasibility of artisan handovers.

Due Diligence (Key Checks for the Buyer)

・Ingredient procurement channels and price fluctuation risks (especially market trends for tuna, shellfish, etc.)
・Hygiene management, HACCP compliance, past guidance history, and cleanliness levels
・Artisan employment and working conditions, and future recruitment difficulty
・Location and lease conditions (renewal, restoration, usage restrictions, business hour constraints)
・Brand/trade name and signage, domain, SNS, and reservation platforms
・Feasibility of permit succession (practical procedures for succession notification to the public health center during business transfer)

Closing Costs and the Reality of "Net Proceeds"

Major brokerage firms generally set success fees using the Lehman formula, and "dual-side brokerage," where fees are generated from both parties (seller and buyer), is not uncommon. For example, at a transaction level of 500 million yen, brokerage fees alone could reach 25 million yen on one side, or over 50 million yen in total for both sides, based on a 5% rate bracket. Since buyers view the price in terms of total cost, the offered price is often suppressed during negotiations to account for these "fees," resulting in the risk that the actual valuation decreases (reducing the seller's net proceeds).

Paper or Electronic: The Difference in Stamp Duty

If the final contract is concluded electronically, it is exempt from stamp duty. This can reduce the stamp duty that would otherwise be affixed to a paper final contract, leading to a reduction in closing costs.

Learning Price Design Through Cases (Simplified Example)

・Premise: 20-tsubo (approx. 66 sqm) space in front of a city center station, 8 counter seats + 12 table seats, two-shift system (lunch/dinner), 2-chef structure. Recent EBITDA of 20 million yen, a standalone shop with high value in its existing fixtures, equipment, and interior.
・Base Valuation: EBITDA x 4 = 80 million yen (midpoint of the 3-5x range). Goodwill allocation is tentatively set at 50 million yen, with 30 million yen for other assets.
・Tax Effects of Business Transfer (Buyer): 50 million yen in goodwill is amortized over 5 years = 10 million yen in tax-deductible expenses per year. Assuming the buyer's effective tax rate is 30%, the tax benefit is equivalent to 3 million yen per year. This is easy to use as a negotiation tool for potential price increases.
・Practical Issues: Structure the closing process by working backward from factors such as landlord consent, succession of security deposits, employee consent, timing of health permit succession notifications, and minimizing business interruption.

How to Proceed with Sushi Restaurant M&A (Key Points of the Practical Flow)

1. Preliminary Preparation: Organize accounting figures (P&L, monthly statements, cost sheets), store KPIs (customer count, average spend, turnover, raw material index), and ledgers for hygiene, permits, and equipment.

2. Scheme Design: Stock transfer or business transfer? Comprehensively optimize for tax, speed, goodwill allocation, consumption tax, leasing, and employment.

3. Non-name and Attraction: Precisely approach buyers who are well-versed in the sushi category.

4. Condition Adjustment: Incorporate handover periods, treatment of chefs, and succession conditions for suppliers as "value beyond price."

5. Due Diligence: Hygiene, HR, legal, tax, and on-site inspections.

6. Final Contract and Closing: Reduce stamp duty costs through electronic contracts. Design the process to hand over the business simultaneously with the health center's succession notification.

Summary

M&A and business succession for sushi restaurants function as a means to realize the "succession of value" amidst demand recovery and labor shortages. The key points are:
・Carefully read the market, business format, and location, and use valuation methods (EBITDA multiple, asset approach, DCF) in combination.
・Design for both value and cost, such as the buyer's tax benefits (5-year amortization of goodwill during business transfer) and stamp duty reduction through electronic contracts.
・Resolve practical hurdles such as landlord consent and health permit succession notifications among the three parties from an early stage.
Mastering these three points makes it easier to balance price, speed, and operational continuity.

Introduction to M&A Do (Closing)

M&A Do is a brokerage firm that handles all industries nationwide and charges 0 yen in fees to the transferring company. In the dual-side fee model of major brokerages, it is common for success fees from both the buyer and seller to total over 50 million yen, which often results in suppressed offer prices. We operate with the premise of zero burden on the seller, working alongside you with practical designs that focus on "maximizing net proceeds," including the buyer's tax benefits and the use of electronic contracts. Initial consultations can be handled online or via anonymous preliminary assessments.

Reference Links (Links within the text are not included; listed together here)
・Japan Food Service Association "Market Trend Survey"
https://www.jfnet.or.jp/industry_report/
・Ministry of Economy, Trade and Industry Statistical Report (Organization of trends in eating out, referring to JF survey)
https://www.meti.go.jp/statistics/toppage/report/archive/kako/20250722_1.html
・BATONZ List of M&A Cases for Sushi and Japanese Restaurants
https://batonz.jp/sell_cases/bk_1000000/bk_1001005/
・FOOD & LIFE COMPANIES "Notice Regarding Acquisition of Shares (Making it a Wholly Owned Subsidiary) of Kyotaru Co., Ltd." (February 26, 2021)
https://food-and-life.co.jp/wp-content/uploads/2021/02/20210226.pdf
・Foodrink "Sushiro & Kyotaru Double Brand TO Stores Open 4 Locations at Once" (July 2, 2021)
https://www.foodrink.co.jp/news/2021/07/0284743.html
・MAonline "Sushiro GH Acquires Kyotaru, a Subsidiary of Yoshinoya HD" (February 26, 2021)
https://maonline.jp/news/20210226e
・FOOD & LIFE COMPANIES "Foundation for Progress and Value Creation (Excerpt from Integrated Report)"
https://www.food-and-life.co.jp/wp-content/uploads/2025/04/transition_new.pdf
・Nihon M&A Center News "SRSHD Acquires Sushi Benkei as a Subsidiary" (September 16, 2025)
https://www.nihon-ma.co.jp/news/20250916_8163-4/
・Teikoku Databank "Survey on Corporate Trends Regarding Labor Shortages (April 2024)" Secondary article citing this
https://mastory.jp/%E9%A3%B2%E9%A3%9F%E6%A5%AD%E7%95%8C%E3%81%AEma
・Ministry of Health, Labour and Welfare "Procedures for Business Transfer Have Been Established" (Succession of status for food business permits)
https://www.mhlw.go.jp/content/001176618.pdf
・Tokyo Metropolitan Government Bureau of Social Welfare and Public Health "Succession of Status for Business Permits/Notifications via Business Transfer"
https://www.hokeniryo1.metro.tokyo.lg.jp/shokuhin/jigyojoto.html
・National Tax Agency "Handling of Stamp Duty Regarding Electromagnetic Records Sent via Email to Business Partners"
https://www.nta.go.jp/law/shitsugi/inshi/02/10.htm
・Nihon M&A Center "About Fees and Charges" (Example of Lehman formula)
https://www.nihon-ma.co.jp/service/fee/
・M&A Capital Partners "Mechanism and Market Rates for M&A Fees"
https://www.ma-cp.com/about-ma/ma-commission/
・note "SME M&A Market Rates (General Range of EBITDA Multiples)"
https://note.com/maco0411/n/nb19f12f0a8c0
・Nihon M&A Center "EBITDA Multiple Data for the Food and Beverage Industry"
https://www.nihon-ma.co.jp/columns/2022/x20220221/