Buying a Pharmacy: Legal Checklist

Buying a community pharmacy means satisfying three regulatory regimes that sit on top of the ordinary law of business sales: NHS market entry under section 129 of the National Health Service Act 2006 and the National Health Service (Pharmaceutical and Local Pharmaceutical Services) Regulations 2013, registration of the premises with the General Pharmaceutical Council under Part 4 of the Medicines Act 1968, and the controlled drugs regime under the Misuse of Drugs Act 1971 and its regulations. The most valuable asset in almost every pharmacy deal is the entry on the NHS pharmaceutical list, and whether that entry travels with the business depends entirely on how the transaction is structured.

We act for buyers and sellers of pharmacies, and the pattern we see most often is a buyer who has negotiated price and heads of terms thoroughly and then discovers, late, that the NHS consent they assumed was a formality is a regulated application with its own test, its own timetable and its own third party appeal rights. This guide sets out what is genuinely different about a pharmacy acquisition, the exact provisions that govern the change of ownership, and the sector diligence that a general corporate checklist will not catch.

Everything below is the position in England. Scotland, Wales and Northern Ireland each have their own pharmaceutical services regulations, and the market entry tests differ.

Why the pharmaceutical list entry is the asset you are really buying

NHS England must publish lists of the persons who undertake to provide pharmaceutical services from premises in England, under section 129(2)(a) of the National Health Service Act 2006. Being on that list in respect of particular premises is what entitles a pharmacy to dispense NHS prescriptions and be paid for doing so. Without it, a shop with a dispensary is a retail business selling medicines over the counter.

Getting onto the list from scratch is hard by design. Section 129(2A) provides that NHS England may grant a routine application only if, having regard to the needs statement for the relevant area, it is satisfied that granting the application would either meet a need in that area for the services specified, or secure improvements or better access to pharmaceutical services in that area. The needs statement is the pharmaceutical needs assessment published by the health and wellbeing board, which must publish a revised assessment within three years of its previous publication under regulation 6(1) of the 2013 Regulations. In practice, in most settled residential and high street locations the assessment identifies no unmet need, and a routine application to open a new pharmacy is refused.

That is the control of entry regime, and it is the reason pharmacy goodwill is priced the way it is. You are not buying the right to trade. You are buying a position that the regulations make it very difficult for a competitor to replicate on the other side of the road.

The point that makes acquisitions workable is that Part 4 of the 2013 Regulations carves out a set of excepted applications to which the section 129(2A) need test does not apply at all. Regulation 26 is the carve-out for a change of ownership. A buyer taking over an existing pharmacy does not have to prove a need, because the need was established when the pharmacy was first listed and the service is continuing. Understanding that distinction, between a routine application that must pass the need test and an excepted application that does not, is the foundation of the whole process.

Share purchase or asset purchase: the question that decides everything else

The entry on the pharmaceutical list belongs to a person, not to a building. So does the GPhC registration of the premises. The structure of the deal determines whether that person changes.

On a share purchase, the buyer acquires the shares in the company that is already on the pharmaceutical list. The legal identity of the contractor does not change, so there is no change of ownership for the purposes of the 2013 Regulations and no regulation 26 application. The list entry, the GPhC premises registration, the lease, the employment contracts, the supplier agreements and the NHS Business Services Authority payment arrangements all stay exactly where they are. What the buyer also keeps, of course, is every historic liability of that company, including any NHSBSA recovery, any dispensing incident, any employment claim and any unremedied breach of the terms of service.

A share purchase is not a regulatory non-event, though. Under paragraph 32(3) of Schedule 4 to the 2013 Regulations, a body corporate on a pharmaceutical list must give notice to NHS England within 30 days of any change to the names of its directors or to the name or address of its superintendent. Under paragraph 32(4), where it appoints a superintendent or director who was not listed on its original application, it must within 30 days supply the fitness information set out in paragraphs 3 and 4 of Schedule 2. Separately, paragraph 31 requires the body corporate and every director and superintendent to inform NHS England in writing within seven days of a range of fitness events, including criminal convictions, cautions and investigations. New directors inherit those duties from day one.

On an asset purchase, the buying entity is a new and different person. It is not on the pharmaceutical list in respect of those premises, and the premises are not registered with the GPhC in its name. Both have to be put right, and the NHS side has to be put right before completion, not after.

Sellers of pharmacies usually push for a share sale and buyers usually prefer assets, for the ordinary reasons set out in our guide to share sale versus asset sale. In pharmacy the balance tips further towards share sales than in most sectors, because a share sale avoids the regulation 26 application, avoids the GPhC re-registration, avoids any question about the organisation data service code and avoids the risk of an interruption in service. Where a buyer will not take the historic risk, the answer is usually a more thorough due diligence exercise and a tighter warranty and indemnity package rather than a change of structure.

Regulation 26: how a change of ownership application actually works

Regulation 2 of the 2013 Regulations defines a change of ownership application as an application pursuant to regulation 26. Regulation 26 itself sits in Part 4, headed excepted applications, and does one thing: it disapplies section 129(2A) so that the need test does not have to be met.

Regulation 26(1): taking over the same premises

This is the ordinary case. Section 129(2A) does not apply where four conditions are satisfied. The applicant must be undertaking to provide pharmaceutical services at or from premises that are already listed chemist premises at or from which the seller is providing them. The applicant must be proposing to carry on the seller’s business at those premises in place of the seller. The applicant must undertake to provide the same pharmaceutical services as the seller is providing. And the provision of pharmaceutical services at the premises must not be interrupted, except for such period as NHS England may for good cause allow.

That last condition, regulation 26(1)(d), is the one that drives the deal timetable. A buyer who completes first and applies afterwards has already created a gap, because for the period between completion and the grant the new owner is not on the list. The practical consequence is that completion of a pharmacy asset purchase is normally conditional on the grant of the regulation 26 application, with a longstop date, and the business carries on in the seller’s name until the list change takes effect.

Regulation 26(2): taking over the business and moving it

Regulation 26(2) covers the buyer who takes over the seller’s business but will provide the services from different premises, whether in the same health and wellbeing board area or a neighbouring one. The conditions mirror those in regulation 26(1), with two additions. Under regulation 26(2)(d), the application can only succeed if, had the seller applied to move to the buyer’s premises, that application would have been granted under regulation 24, the provision dealing with relocations that do not result in a significant change to pharmaceutical services provision. And under regulation 26(2)(e), either there must be no interruption to the service caused by the move, or, where the seller has already stopped providing services for a reason NHS England accepts as good cause, the service must restart at the new premises within a period NHS England considers acceptable.

Regulations 26(3) and 26(4) deal with distance selling premises, the internet and mail order pharmacies that do not provide services to persons present at the premises. An application under regulation 26(1) relating to distance selling premises must be refused unless it would not be refused under regulation 25(2), and an applicant relocating from distance selling premises must be relocating to distance selling premises. A buyer of a distance selling pharmacy cannot convert it into a walk-in pharmacy by buying it.

The timescales are not the same for both routes

This is where most published guidance stops short, and the difference matters a great deal to a transaction timetable.

Paragraph 18 of Schedule 2 to the 2013 Regulations defines a notifiable application as a routine application, or an excepted application pursuant to regulation 24, 25, 26(2) or 26A. A regulation 26(1) application, the straightforward change of ownership at the same premises, is therefore not a notifiable application. Paragraph 27 of Schedule 2 then sets the timetable. NHS England must endeavour to determine any application as soon as is practicable, and, unless consideration is deferred or there is other good cause for delay, must determine a notifiable application within four months, and an application which is not a notifiable application within 30 days, in each case from the date it received all the information and documentation the applicant is required to submit.

So a regulation 26(1) change of ownership carries a 30 day determination period, and a regulation 26(2) change of ownership with a relocation carries a four month one. A buyer whose deal involves a move should be planning on a materially longer timetable from the outset. In both cases the clock only starts when the file is complete, which is why incomplete fitness information is the most common cause of avoidable delay.

Third party appeal rights, and why a grant is not the end of it

Under paragraph 30(1) of Schedule 2, a person with third party rights may appeal to the Secretary of State against a decision to grant a notifiable application, or an application to which regulation 26(1), 27 or 28 applies, provided they give the Secretary of State a valid notice of appeal within 30 days of being notified of the decision. A notice of appeal is only valid if it includes a concise and reasoned statement of the grounds.

In other words, a granted regulation 26(1) application can still be appealed by a neighbouring contractor whose interests NHS England considers might be significantly affected. That is unusual on a plain same-premises change of ownership, but it is not unheard of, particularly where the buyer already operates nearby or where the change is bundled with a relocation. Buyers should allow for the appeal window rather than treating the grant notice as the end of the regulatory risk.

The notice of commencement, and the deadline that kills a grant

Obtaining the grant does not change the pharmaceutical list. Under paragraph 34(2) of Schedule 2, NHS England may only change the list to give effect to the decision once the successful applicant gives it a valid notice of commencement in the correct form. Three rules about that notice catch people out.

• Under paragraph 34(3A), the notice is invalid unless it is given at least 30 days before the date on which the provision of services is to commence, unless NHS England has agreed a shorter period of prior notice before that date. A completion date set without reference to this is a completion date that will move.
• Under paragraph 34(3C), the notice is invalid if the commencement date in it is more than 60 days after the end of the period within which the notice must be sent.
• Under paragraph 34(4)(b), the notice must generally be sent within 12 months of the date the applicant was sent the notice of the decision granting the application, extendable by up to a further three months at NHS England’s discretion. Once a valid notice can no longer be sent, the grant of the application lapses.

Some widely used sector guidance still refers to a six month lapse period. The 12 month figure in paragraph 34(4)(b) was substituted with effect from 14 September 2020 by the National Health Service (Coronavirus) (Charges and Further Amendments Relating to the Provision of Primary Care Services During a Pandemic etc.) Regulations 2020, and the 30 day prior notice requirement in paragraph 34(3A) was inserted with effect from 9 November 2020. Check the current consolidated text rather than a secondary summary.

Consolidations under regulation 26A

Where a buyer intends to merge the target into a pharmacy it already owns nearby, regulation 26A applies instead. A consolidation application consolidates the provision of services from two sets of listed premises onto one site, and where different persons are listed in relation to the two sites it must include a change of ownership application as part of it. NHS England must refuse a consolidation application if it is satisfied that granting it would create a gap in provision that could be met by a routine application, and must refuse it where either site is distance selling or appliance contractor premises. Consolidation applications are notifiable, and they take effect through a notice of consolidation under paragraph 34A of Schedule 2 rather than a notice of commencement, with a six month window rather than twelve.

Who actually decides

The Regulations place these functions on NHS England. Since April 2023, integrated care boards have exercised pharmaceutical services commissioning functions under delegation from NHS England, and in practice applications are made through the forms published by Primary Care Support England and handled by the local team. The statutory timetable is unaffected by the delegation, and so are the appeal rights, which run to the Secretary of State.

GPhC registration: the premises, the superintendent and the responsible pharmacist

The NHS side and the professional regulation side are separate, and getting one right does not get the other right.

Premises registration follows the owner

Under section 74A of the Medicines Act 1968, the registrar must enter premises in Part 3 of the GPhC register where the conditions in section 74B are met, and an entry is generally valid for one year and renewable. Condition C in section 74B(4) requires that the applicant is lawfully conducting a retail pharmacy business, or will be from the time it begins to do so at those premises. Condition D requires that the standards set under article 7(1) of the Pharmacy Order 2010, the standards for registered pharmacies, are met or capable of being met in connection with the carrying on of a retail pharmacy business at the premises.

Registration is therefore attached to the person conducting the business, not to the building. A share purchase leaves it untouched. An asset purchase requires the new owner to deal with it, and the GPhC’s own change of ownership guidance requires the notification form to reach the GPhC within 28 days of the transfer date, the date on which the new owner becomes legally responsible for owning and operating the pharmacy. If it does not, the pharmacy is removed from the register. Where the change results from the death of a sole trader or one of the partners, the GPhC allows three months from the date of death. The form requires the new owner to show how it will meet the standards for registered pharmacies from the first day the pharmacy is open under its ownership.

Removal from the GPhC register would also end the lawful conduct of a retail pharmacy business at those premises, which in turn undermines the NHS list entry and the authority to hold controlled drugs. The 28 day deadline is not an administrative courtesy.

The superintendent pharmacist, and what changed in December 2022

Where a retail pharmacy business is carried on by a body corporate, section 71(1)(a) of the Medicines Act 1968 requires there to be a superintendent in relation to the business in respect of whom the requirements in section 71(6) are fulfilled. Those requirements were materially tightened by article 6 of the Pharmacy (Responsible Pharmacists, Superintendent Pharmacists etc.) Order 2022, which came into force on 1 December 2022.

The superintendent must be a pharmacist, and, under the new section 71(6)(aa), must be a senior manager of the retail pharmacy business who has the authority to make decisions affecting the running of the business so far as concerns the retail sale and supply of medicinal products. Section 71(7A) defines a senior manager as a person who plays a significant role in making decisions about how the whole or a substantial part of the business is managed or organised, or in actually managing or organising it. The same Order inserted section 72AA, which imposes a duty on the superintendent to secure that the business is at all times carried on in ways that ensure its safe and effective running so far as concerns the retail sale and supply of medicinal products.

For a buyer, this is a live diligence point and a live post-completion point. A superintendent who is nominally in post but has no real authority over how the business is run does not satisfy section 71(6)(aa). On an acquisition by a corporate buyer, the buyer needs to decide before completion who the superintendent of the acquiring entity will be, whether that person genuinely has senior manager authority, and how that authority will be documented in the governance of the business. If the target’s existing superintendent is to continue, their position and terms need to be checked as part of diligence, including whether they are also a shareholder or director who is leaving on completion.

Responsible pharmacist arrangements

Separately from the superintendent, sections 70 to 72 require a responsible pharmacist to be in charge of the business carried on at or from each set of premises so far as concerns the retail sale and supply of medicinal products, with a notice conspicuously displayed at the premises stating the responsible pharmacist’s name, registration number and the fact that they are in charge. Under section 72A(1) the responsible pharmacist has a duty to secure the safe and effective running of the pharmacy business at those premises, and under section 72A(2) a person may not be the responsible pharmacist for more than one set of premises at the same time except in circumstances specified in rules.

There is a transitional position here that a buyer should check at the date of its own deal rather than assume. Article 8 of the 2022 Order revoked the Medicines (Pharmacies) (Responsible Pharmacist) Regulations 2008, but provided that those Regulations continue to have effect, and that sections 72A(3) to (5) and 84(A1) continue to have effect, until the first rules made by the GPhC under section 72A come into force. The GPhC consulted on draft rules and standards for responsible pharmacists, and draft standards for superintendent pharmacists, in December 2025. We have not verified whether those rules were in force at the date of publication of this article, and a buyer taking on a multi-site group in particular should confirm the current position before relying on the 2008 Regulations’ record keeping and absence provisions.

Controlled drugs: records, custody and the licensing position

Controlled drugs diligence is the area where a general corporate team is most likely to miss something, because the obligations sit in regulations most commercial lawyers never open.

A pharmacy does not need a Home Office licence to possess and supply Schedule 2 to 5 controlled drugs in the ordinary course of a retail pharmacy business. That authority depends on the business being lawfully conducted, which in turn depends on the premises registration and the superintendent position being in order. Schedule 1 drugs are different and do require a licence. So the controlled drugs authority is downstream of the GPhC position, which is another reason the two workstreams cannot be run in isolation.

On records, regulation 19 of the Misuse of Drugs Regulations 2001 requires a register for Schedule 1 and 2 drugs, and regulation 20 sets out how it must be kept. Two requirements matter for a transaction. Regulation 20(f) requires a separate register to be kept in respect of each premises at which the business is carried on, and regulation 20(g) requires the register currently in use to be kept at the premises to which it relates, or, where computerised, to be accessible from those premises. Regulation 20(c) prohibits cancellation, obliteration or alteration of an entry, with corrections made only by dated marginal or footnote. Regulation 23(1) requires registers to be preserved for two years from the date of the last entry, and regulation 23(2) requires regulation 22 records, which cover Schedule 3 and 4 drugs, to be preserved for two years from the date made.

On an asset purchase, the seller’s register is closed on the transfer date and preserved by the seller for the statutory period, and the buyer opens its own. A witnessed physical stock count at completion, reconciled to the closing balances and recorded in both the outgoing and incoming registers, is standard practice and should be dealt with expressly in the sale agreement, including who bears the cost of any discrepancy. A buyer should also check destruction records under regulation 27 and the arrangements for an authorised witness, and the register entries for any drugs returned by patients.

Safe custody is governed by the Misuse of Drugs (Safe Custody) Regulations 1973. Regulation 3(2) requires the occupier and every person concerned in the management of pharmacy premises to ensure that controlled drugs, other than those in Schedule 1 to those Regulations, are so far as circumstances permit kept in a locked safe, cabinet or room constructed and maintained so as to prevent unauthorised access, and regulation 3(3) applies the construction requirements in Schedule 2 to those Regulations. A survey of the cabinet, its fixing and its specification is a sensible part of a site visit, because remedial work falls on the buyer after completion.

One point is commonly stated wrongly in sector commentary. A community pharmacy is not a designated body for the purposes of the Controlled Drugs (Supervision of Management and Use) Regulations 2013. Regulation 7(1) lists the designated bodies in England as NHS foundation trusts, NHS trusts, English independent hospitals, NHS England and the headquarters in England of regular or reserve forces. A community pharmacy contractor is therefore not required by those Regulations to appoint its own controlled drugs accountable officer. The relevant accountable officer is NHS England’s, appointed under regulation 8(4) in respect of each local intelligence network area, and the pharmacy’s engagement is through the local intelligence network that officer establishes and operates under regulation 14(2)(a). What a buyer should be checking is the target’s actual engagement with that network, its incident reporting history and its standard operating procedures, not whether it has an accountable officer it was never required to appoint.

The PMR system, patient records and UK GDPR

A pharmacy’s patient medication record system holds special category health data about a large number of identifiable individuals. On a share purchase the controller does not change. On an asset purchase it does, and the buyer becomes a new controller of that data from the transfer date.

The buyer needs an Article 6 lawful basis and, because this is health data within Article 9(1) of the UK GDPR, an Article 9 condition. The usual condition is Article 9(2)(h), processing necessary for the purposes of the provision of health care or treatment or the management of health care systems and services, which in the UK is supplemented by paragraph 2 of Part 1 of Schedule 1 to the Data Protection Act 2018, the health or social care purposes condition, read with the obligation of secrecy in Article 9(3) and section 11(1) of that Act. The buyer also needs its own record of processing activities, its own privacy information, and its own data protection impact assessment where the processing warrants one. The exposure if this is handled badly is real: section 157 of the Data Protection Act 2018 sets a higher maximum penalty of £17,500,000 or 4 per cent of total annual worldwide turnover, whichever is higher.

Practically, the PMR contract itself is the thing to get on the diligence list early. These are licensed systems with their own transfer and consent provisions, and the supplier’s agreement to a change of ownership, together with a compliant Article 28 processing clause in favour of the new entity, is routinely the slowest consent in a pharmacy deal. The same applies to the NHS Spine, electronic prescription service nominations and the registration authority arrangements for smartcards.

One operational consequence is worth planning for. NHS England’s guidance to commissioners treats the allocation of an organisation data service code on a change of ownership as depending on whether the buyer is purchasing on a debts and liabilities basis: where it is, the previous owner’s code is retained, and where it is not, a new code is issued. A new code affects electronic prescription service nominations and the mechanics of payment, so a buyer should establish which route applies before it builds a cash flow forecast around the first month of trading.

Our data protection team handles these points alongside the corporate workstream, and the wider principles are covered in our note on UK cybersecurity and privacy laws.

Staff and TUPE

A pharmacy asset purchase is a transfer of an undertaking under regulation 3(1)(a) of the Transfer of Undertakings (Protection of Employment) Regulations 2006, because there is a transfer of an economic entity, an organised grouping of resources pursuing an economic activity, which retains its identity. The employment contracts of the employees assigned to the business transfer automatically to the buyer on their existing terms, together with the liabilities attaching to them.

Under regulation 11, the seller must give the buyer employee liability information not less than 28 days before the transfer. In a sector where a single dispensary may turn on two or three pharmacists, the quality of that information matters more than its timeliness. Buyers should be looking specifically at whether the pharmacists are employed or engaged as locums, what notice periods and restrictive covenants apply to the pharmacist whose relationships hold the dispensing base together, whether the superintendent is an employee or an owner leaving on completion, and what pension arrangements apply, including any NHS pension position for staff who have transferred in previously.

On a share purchase there is no TUPE transfer, because the employer does not change. The diligence is the same in substance, since the buyer takes the company with every employment liability it already has. We cover the mechanics in detail in our guide to TUPE when buying or selling a business, and our employment team acts for employers and employees alike.

Premises and lease

Most pharmacies trade from leasehold premises, and the lease is frequently worth as much to the deal as the trading accounts. The questions are the ordinary commercial property questions, with two sector overlays.

The ordinary questions are whether the lease has security of tenure under Part II of the Landlord and Tenant Act 1954 or has been contracted out under section 38A, the unexpired term, the rent review mechanism, the repairing obligation and the service charge, the alienation provisions and what the landlord can require as a condition of consent to assignment, including an authorised guarantee agreement from the seller, and whether a share sale triggers a change of control provision. A lease with four years left and no security of tenure is a very different asset from an identical lease with security of tenure, and it should be priced as one. Our note on commercial lease red flags covers the drafting points in more detail.

The sector overlays are these. First, where the pharmacy sits inside or immediately adjacent to a GP surgery, the value of the dispensing base is tied to that surgery continuing to practise there. The buyer should understand the surgery’s own lease position, any plans to relocate or merge, and whether any part of the arrangement between pharmacy and practice could fall foul of paragraph 30 of Schedule 4, which restricts the giving or receiving of gifts or rewards in connection with the referral of prescriptions. Second, where the deal involves a relocation, the regulation 26(2) route brings the regulation 24 no significant change test into play, and the suitability of the new premises becomes a regulatory question as well as a property one.

Trading diligence: dispensing volumes, category M and NHS funding

Pharmacy income is not like ordinary retail income, and reading the accounts without understanding the funding model produces the wrong answer.

NHS income to a community pharmacy comes in two parts. Remuneration is what the pharmacy is paid for doing the work, principally the single activity fee per item plus fees for advanced and enhanced services. Reimbursement is what the pharmacy is paid for the medicine itself, at Drug Tariff prices. The difference between the Drug Tariff price and what the pharmacy actually pays its wholesaler is the medicines margin, and that margin is managed at a national level: the Department of Health and Social Care adjusts category M reimbursement prices to deliver, or claw back, an agreed national margin figure. A buyer who extrapolates one good year of buying margin into a valuation is extrapolating something the funding system is designed to correct.

The current settlement illustrates the point. The Community Pharmacy Contractual Framework arrangements for 2026 to 2027 were published on 29 May 2026 and set total CPCF funding at £3.636 billion, an increase of £340 million or 10.3 per cent on the previous year. The single activity fee rose from £1.46 to £1.52 from May 2026. The allowed medicines margin increased by £200 million to £1.1 billion, and the Pharmacy First budget, previously funded separately at £215 million, was folded into the CPCF budget. Historic margin over-delivery accrued up to March 2026 is being written off rather than recovered through price reductions. The direction is better than it has been, but the structure, in which national margin is adjusted rather than guaranteed to any individual contractor, has not changed.

Against that background, the trading diligence a buyer needs is specific:

• Items dispensed per month for at least 36 months, month by month rather than annualised, so seasonality and any recent decline are visible.
• NHSBSA schedules and payment statements for the same period, reconciled to the accounts, including any recovery or adjustment notices.
• The split between essential, advanced and enhanced service income, and which advanced services the pharmacy is actually delivering at volume.
• Where the prescriptions come from, by prescriber, and how concentrated that is. One surgery providing most of the volume is a single point of failure.
• Over the counter and non-NHS income separately, including services, and whether any of it depends on the departing owner personally.
• Wholesaler terms, any volume commitments, and whether buying terms are personal to the seller’s group and will not transfer.
• Stock valuation methodology and the treatment of short dated and specials stock at completion.

Note too that the regulation 26 undertaking is to provide the same pharmaceutical services as the seller, which covers directed services as well as essential ones, but the operational registrations and declarations sitting behind advanced services such as Pharmacy First are made by the contractor through the NHSBSA. A new entity should establish what it has to declare, and when those declarations take effect, so that service income does not stop on the day the list changes.

On tax, the choice between a share sale and an asset sale has significant consequences for both parties, including stamp duty, capital allowances, VAT on a transfer of a going concern, and the reliefs available to a selling shareholder. We advise on the legal structure and the documents. Confirm your own tax position with your accountant or tax adviser before committing to a structure.

How this fits into the wider acquisition

The sector points above are additional to, not a substitute for, the ordinary corporate workstream. The general sequence, from heads of terms through exclusivity and due diligence to exchange and completion, is set out in our legal guide to buying a business in the UK, and the standard scope of a legal review is covered in our guide to legal due diligence when buying a business.

Two structural differences are worth holding in mind throughout. First, the regulatory consent is not a post-completion tidy up. On an asset purchase the regulation 26 grant has to come first, which means the conditionality, the longstop date and the risk allocation if the application is refused or appealed all have to be negotiated into the sale agreement at the drafting stage. Second, the warranty package needs sector specific warranties covering the list entry, the GPhC registration, the superintendent position, the controlled drugs records, the NHSBSA position and any outstanding regulatory correspondence. A standard corporate warranty schedule will not reach any of them.

Buyers looking at healthcare businesses more widely will find the same shape of problem in different regulatory clothing. Our checklist for buying a care home deals with the equivalent Care Quality Commission registration process, and we have covered the comparable issues on buying a dental practice and dental practice due diligence. We act for buyers and sellers across pharmacies, care homes and GP practices.

What this means for you

If you are buying a pharmacy, decide the structure first, because it determines whether you need a regulation 26 application at all. If you do, build the statutory periods into the timetable from the start: 30 days for NHS England to determine a same premises application once the file is complete, four months if the deal involves a relocation, a 30 day third party appeal window after the grant, at least 30 days’ notice of commencement before you can start trading, and a separate 28 day deadline to notify the GPhC after the transfer date. Then make the sale agreement reflect that sequence, rather than assuming the regulator will fit around the completion date you have already agreed.

If you are selling, the same timetable works in your favour if you prepare for it. A seller who has the list entry details, the GPhC registration, the superintendent position, the controlled drugs records and three years of NHSBSA statements ready before the buyer asks will get to completion faster and will disclose better against the warranties.

We act for both buyers and sellers on pharmacy transactions, and we run the corporate, regulatory, employment, property and data protection workstreams under one roof so the consents and the contract move together. If you are considering a purchase or a sale and would like to talk it through, speak to our corporate team about buying a business or read more about our work with pharmacy clients. You can call us on +44 207 566 1188 or email info@gurvelegal.com.

This article sets out the general legal position in England as at 6 October 2026 and is not legal advice on any particular transaction.