Changes of Ownership

Pharmacy owners are obliged to notify the PSI of any change in pharmacy ownership.

Requirement to inform the PSI of Pharmacy Ownership Changes 

Pharmacy owners are obliged to notify the PSI of any change in pharmacy ownership. This is a condition of registration and a legal requirement. Anything which affects the registration of the pharmacy may also affect the pharmacy’s insurance. 

Pharmacy owners and Superintendent Pharmacists should be aware that a change of ownership may cancel the registration of a pharmacy and the owner may be required to submit a new registration application. 

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

  • Changes in the allocation of shares (even if this is small) 
  • Changes in the names of the trading/holding company 
  • Changes in secretary or directors 
  • Changes to the address of the company’s registered office 

Please inform the PSI via email to rpbreg@psi.ie of any changes in ownership. An email or letter of confirmation from your accountant or solicitor must be provided to the PSI detailing the change(s) in pharmacy ownership. The PSI will inform you if the change(s) advised necessitate a first-time registration application.

Failure to notify the PSI of a change in ownership, which cancels the pharmacy’s registration, can 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.

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

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

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

Section 17 of the Pharmacy Act 2007 outlines what constitutes a change of ownership of a pharmacy. 

 Common changes of ownership include:  

  • A sole trader transferring the ownership of the pharmacy to a company 
  • A pharmacy transferring its business to a different 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 

Section 17(6) of the Pharmacy Act 2007 outlines what constitutes a change of ownership of a pharmacy. If a pharmacy transfers its business from its current owning/trading company to a different owning/trading company, the pharmacy owner will be required to submit a re-registration application. This applies even if the beneficial owner(s) of the owning company remains the same.

Changes in the shareholding of a limited company, which owns a pharmacy, can affect the pharmacy’s registration. Section 17(4) of the Pharmacy Act 2007 outlines what constitutes a change of ownership of a pharmacy. In some cases, these changes can have the effect of automatically cancelling the pharmacy’s registration 28 days after the date of the share transfer, necessitating re-registration with the PSI. Therefore, it is crucial to inform the PSI of any transactions involving the acquisition or disposal of shares in limited companies registered as pharmacy owners.

Examples of share transfers requiring re-registration 

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: 

  1. One transaction 

or 

  1. through a series of transactions (since the company was first registered with the PSI)

Transfer of Shares to a Holding Company/(s):

Please note that 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 be required to re-register. This applies even if the beneficial owners of the holding company/(s) are the same as the original shareholders.

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 at rpbreg@psi.ie or phone +353 (0)1 218 4000 if you have any questions.