Summary
Running a pharmacy (officine) in France is reserved to pharmacists registered with the professional order. It may be run individually or through a company, in particular a sociรฉtรฉ d'exercice libรฉral (SEL) of pharmacists, governed by Book III of Ordinance No. 2023-77 of 8 February 2023 and by Articles R. 5125-14 to R. 5125-24 of the French Public Health Code.
A SEL may not operate more than one pharmacy. More than half of the share capital and voting rights must be held by the pharmacists who actually run the pharmacy operated by the company. A partner's withdrawal, the transfer of shares and, where applicable, their exclusion follow specific rules that the bylaws must anticipate โ failing which, disagreement between partners quickly leads to deadlock within the structure.
What Is a Professional Practice Company (SEL) of Pharmacists?
Articles R. 5125-14 to R. 5125-24 of the Public Health Code govern companies formed under Book III of the Ordinance of 8 February 2023 whose corporate purpose is the joint practice of the profession of pharmacist. These companies are named "sociรฉtรฉs d'exercice libรฉral de pharmaciens d'officine" (professional practice companies of pharmacists).
Two rules structure their regime. First, the company is formed subject to the condition precedent of its registration with the professional order's roll: until that registration is obtained, the company cannot operate the pharmacy. Second, Article R. 5125-16 prohibits a SEL from operating more than one pharmacy.
Article R. 5125-17 adds that a pharmacist who is a partner-owner of one or more SELs operating a pharmacy may only practice their profession within the company operating the pharmacy of which they are the owner. A pharmacist may therefore hold interests in several structures, but practices in only one.
Who May Operate a Pharmacy in France?
Article L. 4221-1 of the Public Health Code reserves the practice of pharmacy to persons holding a recognized diploma, meeting a nationality condition, and registered with the pharmacists' professional order roll. A pharmacy, defined by Article L. 5125-1 of the same code as the establishment dedicated to the retail dispensing of medicines, may therefore only be operated by a pharmacist or by a company of pharmacists.
Article L. 5125-2 further sets out an incompatibility rule: operating a pharmacy is incompatible with practicing any other profession.
Finally, Article L. 5125-11 requires that the pharmacist, or the company, own the pharmacy of which they are the holder, and prohibits owning or co-owning more than one pharmacy. This rule governs every conceivable corporate structuring option.
Can a Pharmacy Be Operated Through a Company?
Operation may be individual or corporate. Article L. 5125-11 of the Public Health Code expressly authorizes pharmacists to form a general partnership (sociรฉtรฉ en nom collectif) among themselves, or a limited liability company (sociรฉtรฉ ร responsabilitรฉ limitรฉe) individually or among themselves, on condition that the company owns only a single pharmacy, whatever the number of partner pharmacists, and that the pharmacy's management is carried out by one or more of the partner pharmacists.
In addition to these forms, the professional practice company (SEL), governed by Book III of the Ordinance of 8 February 2023, allows the use of the forms of the limited liability company, the simplified joint-stock company, the public limited company, or the partnership limited by shares.
The choice of form is not neutral. A general partnership exposes the partners to unlimited, joint and several liability for the company's debts. A professional practice company, in principle, limits the partners' commitment to the amount of their contributions, without relieving them of the professional liability they personally incur for the acts they carry out.
How Must the Capital of a Pharmacists' SEL Be Distributed?
Article R. 5125-18-1 of the Public Health Code requires that more than half of the share capital and voting rights be held, under the conditions of Article 46 of the Ordinance of 8 February 2023, by pharmacists who are owners of the pharmacy operated by the company. The majority must therefore remain in the hands of those who actually practice within the pharmacy.
This requirement is reinforced by Article R. 5125-18-1, which excludes, for professional practice companies of pharmacists, the exception provided for in Article 69 of the Ordinance: mechanisms allowing capital ownership to be separated from the exercise of voting rights are inoperative here.
The objective pursued is the pharmacist's professional independence, a principle recalled by the code of ethics codified in Articles R. 4235-1 et seq. of the Public Health Code, entirely overhauled by Decree No. 2026-156 of 3 March 2026, which came into force on 6 March 2026. Any arrangement that would deprive practicing pharmacists of effective control of the company is exposed to challenge, both before the civil courts and before the professional disciplinary bodies.
Can a Pharmacist Hold Interests in Several Pharmacies?
Article R. 5125-18 of the Public Health Code sets strict ceilings. A pharmacist-owner may hold interests, direct or indirect, in only four professional practice companies of pharmacists other than the one within which they practice.
A professional practice company of pharmacists may itself hold interests, direct or indirect, in only four professional practice companies of pharmacists. A holding company for liberal-profession financial interests (SPFPL) may, for its part, hold interests in only three professional practice companies of pharmacists.
These ceilings must be checked before any external-growth transaction. Where the company ceases to comply with the applicable legislative and regulatory provisions, the president of the competent professional order's council gives it formal notice to regularize its situation within the period set; failing regularization, the structure's survival is directly threatened.
Can an Associate Pharmacist Become a Partner?
Article L. 5125-13 of the Public Health Code authorizes an associate pharmacist practicing exclusively within a pharmacy operated by a professional practice company to hold, directly or through a SPFPL they control, a share of that company's capital representing up to ten percent of it.
The associate-partner pharmacist remains an employee and remains in a relationship of legal subordination to the pharmacist-owner(s) of the pharmacy. This dual status calls for particular care: the bylaws and the employment contract must be aligned, and the fate of the shares upon termination of the employment contract must be expressly settled.
Article R. 5125-18-1 further provides that an associate pharmacist who ceases their activity within the company may remain a partner only on condition of becoming the owner of a pharmacy, subject to any bylaw clauses providing for grounds for a partner's exclusion.
What Is the Purpose of a Pharmacists' SPFPL?
Pharmacist-owners, associate pharmacists practicing in a pharmacy, or professional practice companies of pharmacists may form a holding company for liberal-profession financial interests (SPFPL), under the conditions set out in Articles 110 to 122 of the Ordinance of 8 February 2023 and Articles R. 5125-24-1 et seq. of the Public Health Code.
Such a company's purpose is to hold shares in professional practice companies. It is registered with the professional order's roll and subject to its oversight. In practice, it allows acquisition debt to be carried at the holding-company level and dividends from the operating company to flow up under favorable tax conditions.
Its usefulness is real, but it does not allow the ownership rules to be circumvented. The majority of the professional practice company's capital and voting rights must remain in the hands of the pharmacist-owners practicing in the pharmacy, and the three-interest ceiling applies to the holding company as well.
How Are Shares in a Pharmacists' SEL Transferred?
A transfer requires combining three sets of rules.
The corporate rules first: approval of the transferee, whose majority conditions result from the regime specific to the corporate form chosen and from the bylaws. The enforceability rules next: the transfer of company shares (parts sociales) is enforceable against the company only once the required formalities have been completed, whereas the transfer of shares (actions) is carried out by account-to-account transfer. The professional-order rules last: any change affecting ownership of the pharmacy or the distribution of capital must be brought to the attention of the competent professional order's council, in accordance with the notification obligations set out in particular in Article L. 4221-19 of the Public Health Code and Article 44 of the Ordinance of 8 February 2023.
One point deserves particular attention: the transfer must leave the company compliant with the requirements of Article R. 5125-18-1. A transfer that would bring the practicing pharmacist-owners' stake below half of the capital or voting rights would place the company in an irregular situation.
How Are Shares Valued in the Event of Disagreement?
Valuing the shares is the most frequent source of deadlock between partners. Two paths coexist.
The contractual path: the bylaws or a shareholders' agreement may set a valuation method, for example a percentage of revenue excluding tax or a multiple of EBITDA, adjusted for net debt. A predetermined valuation clause is lawful, but it must be drafted with rigor, since it will be applied to the letter, even where the market value departs from it significantly.
The judicial path: in the event of a dispute, Article 1843-4 of the Civil Code allows for the appointment of an expert tasked with determining the value of the company rights whose transfer is provided for by law or by the bylaws. The expert is required to apply, where they exist, the valuation rules and methods set out in the bylaws or in any agreement binding the parties. The quality of the valuation clause therefore determines, in practice, the outcome of the expert assessment.
A decision published in the Bulletin on 4 June 2025 (Cass. com., 4 June 2025, No. 24-11.580), concerning the sale of a pharmacy business, recalled the limits of a judge's power where the price is not set by the bylaws but results from a freely negotiated sale. Under Articles 1591 and 1592 of the Civil Code, the judge may not set the price, nor quantify the components of the calculation on which the parties disagree: the Court annulled the judgment that had done so. Where the agreement entrusts a third party with determining the price and designates the authority that appoints that third party failing agreement, only that authority may make the appointment; the request submitted to another court was declared inadmissible. The drafting of the price clause โ and the choice of mechanism for resolving disagreement โ therefore directly determines the remedy actually available in the event of a dispute.
Can a Partner Withdraw from the Company?
The right of withdrawal is not general in professional practice companies: absent a specific provision, a partner cannot withdraw unilaterally from the company. Pharmacists, however, benefit from their own regime.
Article R. 5125-20 of the Public Health Code organizes the cessation of activity of the partner pharmacist-owner. That partner may cease their activity provided they inform the company and the competent professional order's council by registered letter with acknowledgment of receipt. The period set for this purpose by the bylaws may not exceed six months from notification of the cessation of activity.
Their shares are then purchased, where applicable at the end of the period provided for in Article 47(2) of the Ordinance of 8 February 2023, either by the remaining partners, by a purchaser approved by them, or by the company, which then reduces its capital.
Can a Partner Be Excluded from the Company?
A partner's exclusion is not presumed. Article 45 of the Ordinance of 8 February 2023 refers to the decrees specific to each profession the task of providing for the cases in which a partner may be excluded, specifying the moral, procedural and patrimonial guarantees granted to them.
In practice, the exclusion of a partner from a professional practice company of pharmacists rests primarily on the bylaw clauses, to which Article R. 5125-18-1 of the Public Health Code expressly refers. These clauses must still be precisely drafted: definition of the grounds for exclusion, the majority required, prior notice to the person concerned, respect for the adversarial principle, and the terms for repurchasing the shares.
An imprecise exclusion clause is a trap: a partner whose exclusion has been improperly pronounced may obtain its annulment, with immediate consequences for the company's governance.
How Can a Deadlock Between a Pharmacy's Partners Be Resolved?
Disagreement between partners quickly translates into paralysis: refusal to approve the accounts, blocked collective decisions, challenges to management, disputes over the distribution of profits.
Several levers exist. Removal of the manager, which requires a legitimate ground in a limited liability company, failing which it gives rise to a claim for damages (Article L. 223-25 of the Commercial Code). The appointment of an ad hoc agent or a provisional administrator where the company's operation is obstructed. Judicial dissolution for disagreement paralyzing the company's operation (Article 1844-7(5ยฐ) of the Civil Code), which remains a last-resort solution, rarely suited to a pharmacy whose value depends on continuity of operation.
In practice, a negotiated exit is almost always preferable. Cross buy-back clauses, cross unilateral purchase promises, and predetermined valuation clauses make it possible to organize the separation in advance. Drafting them, at the stage of forming the company or of a new partner's entry, is the most worthwhile investment a pharmacist can make.
Conclusion
Operating a pharmacy through a professional practice company is governed by a dual body of rules โ corporate and health-related โ whose combination leaves little room for approximation. The majority of the capital and voting rights must remain in the hands of the pharmacist-owners practicing in the pharmacy; the company may operate only a single pharmacy; cross-holdings are capped; registration with the professional order's roll conditions the very existence of the structure.
The difficulties encountered in practice rarely arise from the text itself. They arise from standardized bylaws, adopted without adaptation, that settle neither the valuation of the shares, nor the terms of exit, nor the grounds for exclusion. When disagreement arises, the absence of these provisions turns an ordinary disagreement into lengthy and costly litigation.
Support from a lawyer, whether at the stage of forming or acquiring the company or at that of a partner's exit, makes it possible to anticipate these difficulties and secure a transaction whose financial stakes represent, for most pharmacists, the bulk of their professional wealth.
For broader support with transfer and acquisition transactions involving professional practice companies, beyond the pharmacy sector alone, see our page Transfer and Acquisition of Professional Practice Companies.
Article written on 1 September 2026 by Maรฎtre Ramzi Ouzeri, member of the Paris Bar.