Changes in Ownership

Pharmacies can be owned by:

  • A limited company 
  • a registered pharmacist (Sole Trader),
  • a partnership of registered pharmacists, or
  • a representative (in the case of a deceased pharmacist sole trader).

Pharmacy owners and superintendent pharmacists should be aware that a change of ownership automatically cancels the registration of a pharmacy and a first-time registration application must be made. Section 17 of the Pharmacy Act 2007 outlines what constitutes a change of ownership of a pharmacy. The most common changes of ownership are:

  • A sole trader transferring the ownership of the pharmacy to a company.
  • A company transferring its entire shareholding to a holding company.
  • A company transferring its entire shareholding to a new owner (the company stays the same but the shareholding changes).
  • A company transferring more than 50% of its shares to a new or existing shareholder.
  • A pharmacy transferring its business to a different company.

Failure to notify the PSI of a change in ownership, which cancels the pharmacy’s registration, will result in the closure of the pharmacy until a new registration is processed. It is an offence under the Pharmacy Act to operate a pharmacy that is not registered. Refer to this regulatory notice on notifying changes in ownership to the PSI (August 2017).

Share Transfers - How does this affect a pharmacy's registration?

Changes in the shareholding of a limited company, which owns a pharmacy, can affect the pharmacy’s registration. In some cases these changes can have the effect of automatically cancelling the pharmacy’s registration and the pharmacy will have to re-register with the PSI. Therefore, it is very important that the PSI is informed of all transactions involving the disposal or acquisition of shares in limited companies which are registered as pharmacy owners on our registers.

The following is a short guide to provide clarity to pharmacy owners in relation to this matter, and to assist pharmacy owners who may be considering making changes to their pharmacy’s ownership structure.

Background

1. Where a limited company applies to register with the PSI, the applicant must provide the following information about the ownership of their pharmacy:

a. The name of the pharmacy owner (person, partnership or corporate body)
b. The names of the shareholders in the company,
c. The number/percentage of shares held by each shareholder,
d. Where the shareholder is a holding company, the applicant must name the beneficial owners of that holding company,
e. Memorandum and Articles of Association,
f. Certificates of Incorporation.

2. There is an on-going obligation on pharmacy owners to notify the PSI of any change which takes place in the shareholding of the company that owns the pharmacy.

This is very important because:

a. Certain transactions can have the effect of automatically cancelling your registration,
b. It is a condition of your pharmacy’s registration as well as a legal requirement to notify the PSI of all such changes.

3. You will need to contact the PSI if any of the following happens:

a. Changes in the allocation of shares (even if this is small),
b. Changes in the names of the trading/holding company,
c. Changes in secretary or directors,
d. Changes to the address of the company’s registered office.

4. When will a change in the shareholding of a company result in the need to re-register my pharmacy?
Where a limited company which owns a pharmacy acquires or disposes of shares amounting in value to more than 50% of those issued by the company in either:

a. one transaction, or,
b. through a series of transactions (since the company was first registered with the PSI),

a change in ownership of the pharmacy is triggered  under section 17 of the Pharmacy Act 2007. This type of transaction has the effect of automatically cancelling the registration of your pharmacy 28 days after the date of the share transfer. For this reason, it is very important to be aware of the effect of transferring shares to other shareholders or to a holding company. Anything which affects the registration of the pharmacy, may also affect the pharmacy’s insurance

5. Holding Companies
If a company transfers more than 50% of its shares from named shareholders into a holding company or into multiple holding companies, the pharmacy will also be required to re-register even if the beneficial owners of the holding company/(s) happen to be the original shareholders. This is a very important point to note and sometimes causes confusion with applicants.

6. Advice
Companies considering transferring or acquiring shares should ask their accountants and/or legal advisers to consult the Pharmacy Act 2007 (Section 17) to obtain more information about this matter before transacting their business.

You can contact a member of the Registrant and Customer Relations Team by email or phone +353 (0)1 2184000 if you have any questions.