The sale of a pharmacy in France follows the general rules on the sale of a business, plus rules specific to the profession: only a pharmacist may own a pharmacy, the licence is tied to the business, and a declaration must be made to the Order of Pharmacists. Whitefield advises sellers and buyers from the letter of intent to the payment of the price.

Sell the pharmacy business or the shares of the company?

There are two routes. The owner, whether an individual or a company, may sell the pharmacy business itself. Where the pharmacy is operated by a company, the partners may instead sell their shares in that company, which keeps the business, the licence and the lease. The choice depends on the company's liabilities, the seller's tax position, the buyer's financing and the terms of the lease. The rules for professional practice companies are set out on our page Pharmacists' SEL.

Who may buy a pharmacy?

The pharmacist, or the company, must own the pharmacy of which it is the holder, and may own or co-own only one pharmacy (Article L. 5125-11 of the Public Health Code). A pharmacy may be operated individually, through a general partnership, a limited liability company or a professional practice company (SEL). The buyer must be registered with the Order of Pharmacists as the pharmacy holder.

Is the licence transferred with the business?

The licence cannot be transferred separately from the business to which it relates (Article L. 5125-21 of the Public Health Code). It sets the location where the pharmacy is operated (Article L. 5125-18): any move is a relocation requiring a separate authorisation from the director general of the regional health agency. A pharmacy may still be sold during receivership or liquidation proceedings.

Which conditions precedent are needed?

Any pharmacist or company intending to operate a pharmacy must declare it to the competent council of the Order, and any change in the ownership of the pharmacy must be reported to it (Article L. 5125-9). The holder's registration file includes a copy of the deed of sale, signed subject to the registration of that declaration (Article R. 4222-3). Depending on the case, the deed also provides for:

  • the acquisition loan being granted;
  • the assignment of the lease or a new lease, with the landlord's involvement where the lease requires it;
  • no registered charges or creditor objections exceeding the price.

What should be checked before signing?

  • Activity: turnover and margin over the last three financial years, split between reimbursable medicines and other products.
  • Commercial lease: remaining term, permitted use, assignment clause, rent (see our page on commercial leases).
  • Employees: current employment contracts continue with the buyer (Article L. 1224-1 of the Labour Code); the number of assistant pharmacists must match the turnover.
  • Contracts: purchasing group, wholesaler, software, equipment, leasing.
  • Stock: joint inventory on the completion date, paid in addition to the price of the business.

Publication, creditor objections and escrow of the price

Within fifteen days, the buyer publishes the sale in a legal notices journal in the dΓ©partement and in the official bulletin of civil and commercial notices (BODACC) (Article L. 141-12 of the Commercial Code). The seller's creditors then have ten days to object to the payment of the price (Article L. 141-14). The price is therefore held in escrow until these periods expire. The sale is subject to the registration duties set by Article 719 of the General Tax Code.

How we assist

  • Structuring: sale of the business or of the shares, formation of an SEL or a holding company (SPFPL) to carry the acquisition.
  • Legal, employment and contract due diligence on the pharmacy.
  • Letter of intent, preliminary agreement and deed of sale.
  • Order of Pharmacists formalities, legal publication, escrow and distribution of the price.

For the general rules on the sale of a business, see our page transfer and acquisition of business assets; for other healthcare professions, see transfer of liberal practices.

Contact us to discuss your sale or acquisition project.