Selling Shares of Your Company

The majority of pharmacies are owned by limited companies and many owners (shareholders) will want to sell entire shares they own in their pharmacy company to take advantage of the effective 14 % tax rate from April 2025 (conditions apply) on the net capital gains. The sale structure is usually termed 'Share or Company Sale'. 

+ In the absence of personal guarantees or indemnities, the pharmacy seller will, on completion, usually be released from any liability to the creditors of the company.

+ Employees at the pharmacy will remain employed without the need for consultation.

+ The pharmacy buyer does not need to seek a transfer of the NHS contract immediately and this can be done after the sale.

+ Costs are high due to a lengthy legal and financial due diligence process, which includes extensive and intrusive inquiries into the pharmacy company’s affairs. The Share Purchase Agreement (SPA) runs into some 80 pages and is very daunting.

+ The pharmacy seller will be required to warrant the accuracy of disclosures, with potential liability in case of defective or inadequate replies to the due diligence questions.