How to sell a pharmacy? A comprehensive guide.

[Article includes references to the current state of the law - 25 July 2025].

A brief introduction on the business conditions for cooperation in pharmacy sales before we move on to strictly legal considerations:

If the time has come in your business to buy or sell a pharmacy, you have come to the right place to find information on this topic. But also a partner to cooperate with. It is precisely for pharmacy owners and those who plan to join them that our Pharmaceutical Law Office has been providing comprehensive legal and business assistance for years. We operate throughout the country. We help prepare the pharmacy for sale and prepare the offer. Previously we carry out a professional pharmacy valuation.  We then conduct a search process for buyers for it, utilising our proven contacts, and sometimes organising mini-tenders between interested parties. Clients generally also leave the negotiation of detailed terms for the sale or purchase of the pharmacy in our hands. The scope of the Law Firm's services also includes the drafting of a secure agreement for this complex transaction, transferring the licence to the new entity as quickly as possible. Of course, we prepare applications for the WIF (Provincial Pharmaceutical Inspectorate) and all related documentation. Selling a pharmacy is like everything else – the better we prepare for it together, the better the final results we will achieve. More about our comprehensive support services in the valuation and sale of pharmacies can be found in the summary at the end of the article. Now, let's get down to business:

1. How to determine a pharmacy's worth? How much to sell a pharmacy for? On valuing a pharmacy before selling it.

If you have a pharmacy for sale, determining the sale price is only one element of a successful transaction. Some fall into the illusion that it's the only one – this is not true. Equally important is finding the right buyer, as well as security, both in terms of protecting against the loss of the pharmacy's operating permit and guaranteeing payment of the agreed price. However, getting down to business regarding pharmacy valuation: The primary method of valuing pharmacies is to determine their value based on the turnover achieved by the pharmacy over the last 12 months. A monthly average is drawn from this period, which is then multiplied by various factors. The premium for a pharmacy, or to put it correctly – the achievable sale price of a pharmacy – depends on more than a dozen key issues, including property ownership, the length and stability of the lease agreement, the pharmacy's profit margins, its debts, the value of its stock, development prospects, the size and stability of its staff, and the local market situation. If such a detailed valuation is required, it is carried out by specialised You can, of course, also order a simplified pharmacy valuation from us. Carrying out such a summarised valuation, based on 9 key factors, is probably the most popular instruction we undertake at our firm, which we complete within 4 working days. You can even order this service from us via email, and we perform it entirely remotely – while maintaining a high level of accuracy relative to the prices subsequently achieved. In the practice of pharmacy trading, proposing a price for the sale of a business "off the cuff" really doesn't make much sense, which is why we always encourage clients to order at least a simplified valuation option. Such a document usually provides a solid foundation for the seller's substantive preparation for the sale. And this usually translates positively into the final price obtained.

2. how much does it cost to buy a pharmacy? What is the price for a pharmacy? How much is the pharmacy fee?

Whatever it is worth to the seller and the buyer – in practice, any amount is possible, but currently (2025) 95% transactions take place at a price (also known as the transfer fee) ranging from 100,000 to 800,000 PLN. Of course, generally speaking, the more expensive the pharmacy, the higher the potential profits it can generate for the buyer. However, in practice, for a pharmacy to be profitable, a number of factors must come together. In turn, the price obtained in a pharmacy sale is also influenced by negotiating skills, individual beliefs, needs and emotions. To sell a pharmacy successfully, patience and perseverance are often required as well. Another important matter is determining exactly which assets make up the business’s assets. In conclusion: previous valuations and transaction figures from several years ago are of little value, as the market has changed significantly over the past year. A dozen or so factors influence the valuation of a pharmacy, as well as its subsequent sale price. The general rule is that a business that is performing well sells better than one that is struggling. Companies are not always sold for reasonable sums – on either side of the transaction. However, expecting someone to pay an ‘astronomical’ price when buying a pharmacy is much like hoping to win the lottery. It is not particularly rational, and such a venture has virtually no chance of success.

3 Is it possible to sell a pharmacy with medicines? I will sell a pharmacy but only with medicines - how do I account for them?

Answering the most frequently asked question: yes, a pharmacy can be sold with its medicines. In fact, it's usually required for many legal reasons. However, it's worth noting that many buyers won't pay the same amount for all the medicines in the pharmacy. Medicines nearing their expiry date and those with slow turnover are often of less interest, or no interest at all, to experienced pharmacy buyers. This issue usually leads to lengthy negotiations, so it should be considered when preparing a pharmacy for sale. While the pharmacy itself is one thing, the value of the stock in the selling business and its level of debt usually significantly influence the final price of such a transaction. Therefore, these transactions are typically conducted using the model: X (value of the pharmacy, e.g., from valuation or negotiation) + Y (value of stock) – Z (value of debt to wholesalers) = final price. In practice, in most transactions, the agreed price is increased by the value of the goods on the shelves on the day of sale and decreased by the value of the pharmacy's debt to pharmaceutical wholesalers. This also applies to goods that have not expired. We invite you to read the next section – which is strictly legal. Meanwhile, all those genuinely interested in selling or buying a pharmacy are warmly invited to contact. Regardless of whether you are planning to sell your pharmacy to a pharmacist, establish cooperation with a larger entity, or are simply looking for buyers for your business, we will be happy to support you. We operate throughout Poland and in each province we already have quite a large number of satisfied customers.

4. what is the sale of a pharmacy from a legal point of view?

Pharmacies are operated in two basic forms, i.e. as sole proprietorships and as commercial companies. The sale of a pharmacy is essentially the sale of an enterprise or its organised part, if it is conducted within the scope of business activity, or it is carried out by selling shares in capital companies and the rights and obligations of partners in partnerships. The most important practical conclusion is that when preparing to sell a pharmacy, it is primarily necessary to confirm in what legal form the enterprise operating the pharmacy is registered. This information determines what will actually be the subject of the sale, although it is often possible to sell the pharmacy much more favourably by making appropriate transformations in its legal form beforehand.

5 Legal considerations for pharmacy sales - after Pharmacy for the Pharmacist 2.0.

The sale and purchase of a pharmacy is a complex process because it combines both related issues stricto sensu with private law, i.e. the sales process itself, as well as issues related to public law, which regulates, among other things, matters related to obtaining permits to run a community pharmacy, the conditions for running it, or tax consequences. The activity of running such an enterprise is a strictly regulated activity, which means that its performance requires meeting specific conditions defined by the provisions of the Pharmaceutical Law. In recent years, the provisions of the Pharmaceutical Law Act have undergone successive revolutions and tens of minor changes. Regarding the sale of pharmacies, a key event was the entry into force of two amendments to the Pharmaceutical Law – of 7 April 2017 (known as "Pharmacy for the Pharmacist") and of 13 July 2023 (known as "Pharmacy for the Pharmacist 2.0"). Taking the above into account, in order to correctly discuss the title issue, we refer below successively to:

6. permissible forms of pharmacy business - who can run a pharmacy?

A. Personal requirements - primarily the sale of a pharmacy to a pharmacist

The business of running a community pharmacy is a strictly regulated activity, which is reflected in: among others. in that pharmacies cannot be run in any legal form chosen by the entrepreneur, but must meet the requirements imposed in this respect by the legislator. Pursuant to the content of Art. 99 section 4 Pharmaceutical Law: The following persons have the right to obtain a permit to run a public pharmacy: 1) pharmacist with the right to practice the profession, leading sole proprietorship business; 2) general partnership or a partnership, whose subject of activity is exclusively running pharmacies and whose partners (partners) are exclusively pharmacists who have the right to practice the profession referred to in point 1; 3) university offering education in the field of pharmacy. It follows from the above that, in the current legal situation, it is impossible to start running a public pharmacy in a form other than that described in the above-mentioned regulation, i.e. in the form of a sole proprietorship, a general partnership or a pharmacist partnership. And finally - or in the form of a university offering education in pharmacy.

B. Negative premises - i.e. who cannot open a pharmacy and who cannot buy a pharmacy

In the Pharmaceutical Law, the legislator also provided for a number of negative conditions, the implementation of which means that, despite meeting the above-described subjective requirements, obtaining a permit to operate a pharmacy, and therefore also purchasing it, will not be possible. If the buyer is in the group covered by the above-mentioned inclusions The Provincial Pharmaceutical Inspector will not consent to the transfer or change of a permit to operate a generally accessible pharmacy – more on this later in this text. This is what we are trying to protect you from. Pursuant to the content of Art. 99 section 3 Pharmaceutical Law: The permit referred to in section 1 shall not be issued if the entity applying for the permit: 1) runs or has applied for a permit to run a pharmaceutical wholesale store, or engages in intermediation in the trade of medicinal products, or 2) runs more than 1% public pharmacies in the voivodeship or entities controlled by him directly or indirectly, in particular dependent entities within the meaning of the provisions on competition and consumer protection, run a total of more than 1% pharmacies in the voivodeship; 3) is a member of a capital group within the meaning of the Act on Competition and Consumer Protection, whose members run more than 1% generally available pharmacies in the voivodeship. Pursuant to Art. 99 section 3a Pharmaceutical Law: The permit referred to in section 1 shall not be issued if the applicant, shareholder or partner of the applicant company: 1) is a partner, including a partner, in a company or companies that run at least 4 generally accessible pharmacies in total or; 2) runs at least 4 publicly available pharmacies, or an entity or entities controlled by it directly or indirectly, in particular an entity or dependent entities within the meaning of the provisions on competition and consumer protection, run at least 4 publicly available pharmacies, or 3) is a member of a capital group within the meaning of the Act on Competition and Consumer Protection, whose members jointly run at least 4 generally available pharmacies, or 4) is a member of the governing bodies of a company authorized to operate a pharmaceutical wholesale store or an intermediary in the trade of medicinal products.   Finally, as stated in Art. 99 section 3aa of Pharmaceutical Law: It is prohibited to take control within the meaning of the provisions on competition and consumer protection over an entity running a public pharmacy if: 1) the entity acquiring control is an entity other than the entity referred to in section 4 point 1 or 2; 2) entity acquiring control, shareholder or partner of the company being the entity acquiring control:  a) is a shareholder or partner in a company or companies that run at least 4 generally accessible pharmacies in total, or b) runs at least 4 generally accessible pharmacies, or an entity or entities controlled by it directly or indirectly, in particular an entity or dependent entities within the meaning of the provisions on competition and consumer protection, run at least 4 generally available pharmacies, or c) is a member of a capital group within the meaning of the provisions on competition and consumer protection, whose members jointly run at least 4 generally available pharmacies, or d) is a member of the governing bodies of a company authorized to operate a pharmaceutical wholesale store or an intermediary in the trade of medicinal products; 3) as a result of taking over control over an entity operating a publicly available pharmacy, the members of the capital group to which the entity taking over control belongs would run more than 4 generally available pharmacies in total. From the above, it follows that the legislator has laid many "traps" for both sellers of community pharmacies and their potential buyers, which should always be taken into account before deciding to carry out a transaction. In an extreme case, it may turn out that the conclusion of an agreement will lead to the acquisition of the undertaking in terms of its subject matter - but at the same time will cause the loss of the permit. And this, after all, defeats the whole point of such an operation. Hence, during ongoing transactions, our Pharmaceutical Law Office so much attention is paid to identifying potential threats and developing a strategy to minimize them as far as possible.

C. Previous legal status - how it was possible to sell and buy pharmacies before

It should be noted here that the subjective restrictions described above do not apply to entrepreneurs who obtained a permit to operate a general pharmacy before the "Pharmacy for Pharmacists" and "Pharmacy for Pharmacists 2.0" regulations came into force. This is because, under the legal provisions in force until 25 June 2017, the legislator defined the catalogue of legal forms permitted to conduct pharmacy activities much more broadly. In accordance with Article 99(4) of the Pharmaceutical Law in force until the amendment came into effect 4. The right to obtain a permit to operate a pharmacy is granted to a natural person, a legal person and a commercial company without legal personality. Therefore, in legal transactions there are still generally accessible pharmacies operated both in the form provided for in the provisions currently in force (i.e. sole proprietorships and general partnerships or partnerships) and in the form in force until the date of entry into force of the "Pharmacy for the Pharmacist" (i.e. e.g. in the form of limited partnerships and limited liability companies). The legal form in which the business is conducted also affects both the civil law and administrative law aspects related to the sale of a pharmacy, which will be discussed in more detail later in this article.

7. the form of pharmacy business conducted and the manner of disposal of the pharmacy

As indicated above, the form of business activity has an impact on the legal solutions available to an entrepreneur intending to sell a publicly available pharmacy. The range of these solutions will be different for an entrepreneur running a sole proprietorship and different for an entrepreneur who is a commercial law company, and therefore the issue in question is discussed separately for each of the above-mentioned companies. forms of business activity.

A. Sole proprietorship - i.e. the sale of a pharmacy as a sale of an enterprise

 If a public pharmacy is run as a sole proprietorship - which may be the case both in the case of entrepreneurs who obtained the permit under the old law and in the case of entrepreneurs who obtained the permit after the entry into force of the "Pharmacy for the Aptekarz" - the entrepreneur has Basically, the only solution available is: sale of the entire enterprise or its organized partIn accordance with the content of Article 551 of the Act of 23 April 1964 – Civil Code: "An enterprise is an organised set of intangible and tangible elements intended for carrying out business activities. (...)." Further in the aforementioned regulation, the legislator, in the form of an open catalogue (numerus apertus) indicated what the enterprise is composed of - including among others. markings individualizing the enterprise, ownership of real estate, movable property and other property rights, but also - which is particularly important from the perspective of the analyzed issue - concessions, licenses and permits.  It should be noted, however, that in the case of a licence to operate a retail pharmacy, its transfer to a buyer does not occur automatically, but requires the initiation of an administrative procedure before the Provincial Pharmaceutical Inspector, as detailed further in this text. At the same time, an undertaking understood in this way, i.e. a certain economic whole, may be the subject of civil law transactions, meaning it may be subject to sale through legal actions. In accordance with Article 552 of the Civil Code. A legal transaction relating to an enterprise includes everything that is part of the enterprise, unless the content of the legal transaction or specific provisions states otherwise.The legislator has stipulated a special form for the conclusion of a contract for the sale of an enterprise, namely a written form with a notarised signature (Article 751 of the Civil Code), which, however, may not be sufficient in circumstances where the enterprise includes real estate (Article 158 of the Civil Code). Furthermore, the issue of liability for both the seller and the buyer of the enterprise has been regulated in a specific manner. In accordance with Article 554 of the Civil Code: The purchaser of an enterprise or farm is jointly and severally liable with the seller for his obligations related to running the enterprise or farm, unless he was not aware of these obligations at the time of purchase, despite exercising due diligence.Joint and several liability, in turn, means that a creditor whose claim is related to the business conducted by the seller will be able to pursue their entire claim against both the seller of the business and its buyer (Article 366 § 1 of the Civil Code). It follows from the above that an extremely important element of the transaction – especially from the perspective of a pharmacy buyer – is to conduct a thorough and extremely detailed examination due diligence the acquired enterprise before the transaction is concluded, which will help avoid liability for third party obligations in the future. The Kłodziński Law Firm provides full support to persons interested in purchasing a pharmacy in conducting a comprehensive audit of the acquired enterprise also in this respect.

B. Sale of a company operating a pharmacy (general partnership, professional partnership and limited partnership)

Pharmaceutical activities could be carried out in the form of a general partnership or a limited partnership even before the "Pharmacy for the Pharmacist" Act came into force, whereas currently, it constitutes the only permissible form of conducting this activity, alongside sole proprietorships. Furthermore, pharmacies operated as limited partnerships, which obtained permits under the old regulations, are also frequently encountered in practice. Both general partnerships, limited partnerships, and limited liability partnerships fall under the category of so-called personal business companies. In contrast to capital companies (such as private limited companies and public limited companies), personal companies do not have legal personality, forming a category of so-called imperfect legal persons, i.e., organisational units without legal personality to which the legislator has granted legal capacity (Article 331 of the Civil Code). From the foregoing, it follows that a general partnership can be a subject of rights and obligations, can own assets separate from the partners' assets, can sue and be sued, and can also run a business under your own name in your own name. So a company and an enterprise are not the same. Since a general partnership, a professional partnership, and a limited partnership can all run an enterprise in their own name and under their own firm, it should be noted that all these partnerships have the option to conclude an agreement for the disposal of the whole or part of the enterprise they operate – in the manner described above concerning sole proprietorships. In such a situation, however, it must be borne in mind that the disposal of even the entire enterprise will not automatically result in the dissolution of the partnership, and thus – if the partners do not intend to continue the economic activity – it will not always be the preferred method, both from the perspective of the seller's and the buyer's interest in the pharmacy. On the other hand, it is not impossible that the partnership will operate several public pharmacies, and only part of them (or one pharmacy) will be subject to disposal. In such a case, the only solution remaining will be the disposal of the so-called organised part of the enterprise comprising those few (or one) pharmacies and the continuation of business activity regarding the remaining pharmacies by the partnership. The second proposed solution – recommended in a situation where the partners have decided to completely cease business activity – is the assignment of all rights and obligations of the partners of the partnership to third parties who will "take over" the operation of the pharmacy. It must be remembered that in the case of general partnerships, we cannot speak stricto sensu not on shares in the company's capital (as is the case with a limited liability company), but on a certain bundle of rights and obligations of a property and corporate nature arising from participation in the company. The disposal of this bundle of rights consequently leads to a change in the personal composition of the company – which, however, continues to carry on its business activities after obtaining the written consent of all other partners, unless the partnership agreement stipulates otherwise.” Therefore, before deciding to transfer the entirety of rights and obligations in a partnership, it is necessary to thoroughly analyse the partnership agreement for existing limitations and, if necessary, amend the provisions blocking the transaction. One must remember the specifics of the liability of a buyer of the entirety of rights and obligations in a partnership company, regulated by Article 10 § 3 of the Commercial Companies Code, according to which: In the event of transfer of all the rights and obligations of a partner to another person, the obligations of the withdrawing partner related to participation in the partnership and the obligations of this partnership the acting partner and the partner joining the partnership are jointly and severally liableAt the same time, in this regulation, the legislator has not made joint liability dependent on the observance of due diligence, as was the case under Article 554 of the Civil Code discussed above. Therefore, it is all the more important, when deciding to acquire rights and obligations in a company, to thoroughly examine the legal and financial status of the company before deciding to acquire rights and obligations from the previous partners. In summary, if a pharmacy is run in the form of a general partnership, a partnership or a limited partnership, partners wishing to sell the pharmacy have two options: 1) sale of the entire enterprise or an organised part of the enterprise to a third party – recommended when only part of the business venture is to be sold, 2) sale of the entirety of the partners' rights and obligations to third parties – recommended when the partners wish to definitely cease business operations. However, the choice of one of the above solutions must be preceded by a detailed analysis of the legal and factual situation of both the partners and the company itself.

C. Sale of a pharmacy when it is run by a limited liability company

Finally, a few words should be dedicated to the limited liability company as another type of company commonly encountered in legal transactions and undoubtedly the most popular (alongside sole proprietorships) legal form for conducting business. Simultaneously, as mentioned above, under the currently binding legal status, it would be impossible to establish a pharmacy in the form of a limited liability company due to the restrictions arising from Art. 99(4) of the Pharmaceutical Law. Thus, the following remarks will necessarily relate to companies that obtained a permit to operate a pharmacy before the "Pharmacy for Pharmacists" Act came into force: A limited liability company is a capital company under commercial law, which possesses legal personality from the moment of its entry in the National Court Register. Furthermore, this company – unlike the partnerships described above – can be established and operated by just one person. Concurrently, a limited liability company can be established for any legally permissible purpose, and therefore it does not necessarily have to be a company established for conducting business activities (Art. 151(1) of the Commercial Companies Code). In the case that interests us, limited liability companies carrying out pharmacy activities are undoubtedly conducting business activities, and consequently they run businesses in their own name and under their own business name. Consequently, all the comments made above regarding the sale of the whole or an organised part of an enterprise remain valid in the case of this form of business activity as well. The second option available – as in the case of partnerships – is to bring about a change in the composition of the shareholders of a limited liability company, which is achieved through the sale of their shares in the company’s share capital. For the effective disposal of shares in a limited liability company, it is first and foremost necessary to conclude an agreement between the seller and the purchaser. At the same time, pursuant to Article 180 of the Commercial Companies Code, the legislator has prescribed a specific form for this agreement, namely in writing with signatures certified by a notary. Furthermore, it should be borne in mind that, in accordance with Article 182(1) of the Commercial Companies Code: ‘The articles of association may make the sale of a share, part thereof or a fractional part of a share, as well as the pledging of a share, subject to the company’s consent or restrict it in some other way.’ Consequently, before concluding the planned transaction, it is once again necessary to carefully analyse the provisions of the articles of association of a limited liability company in order to identify any restrictions on the transferability of shares. Finally, no less important is the matter of notifying the relevant changes to the registry court keeping the company’s registration records (form KRS ZE or KRS-ZEL3 in the case of S24 companies), to which a number of required documents must be attached. To summarise, the shareholders of a limited liability company have two options for disposing of a public pharmacy operated by the company: 1) the sale of all or part of the business operated by the company – which, however, does not automatically lead to the winding up of the company, 2) the sale of shares in the company’s share capital – which leads to a change in the company’s membership; the company continues to carry on business, but with new shareholders. However, selling shares is not always possible.

8. selling a pharmacy to a pharmacist - i.e. who is entitled to acquire a community pharmacy?

The methods described above for the sale of a retail pharmacy focused primarily on the civil law aspects relating to the sale of an undertaking or an organised part thereof, as well as the transfer of all rights and obligations in a partnership or shares in a company. From a civil law perspective, the answer to the question of who may acquire a pharmacy could be: anyone who has legal capacity. However, this would not take into account the public law perspective, i.e. the fact that the operation of a pharmacy is a regulated activity, and consequently certain restrictions in this regard arise from the provisions of the Pharmaceutical Law. There is no doubt that an entity acquiring a pharmacy (by which we mean both the acquisition of a business and the acquisition of rights and obligations within a company) must ensure that the licence to operate a public pharmacy is amended. At the same time, in accordance with Article 104a of the Pharmaceutical Law, the licensing authority, i.e. the Provincial Pharmaceutical Inspector, transfers the licence to the purchaser of the pharmacy if that purchaser meets the requirements set out in Article  99(3), (3a), (4)–(4b) and Article 101(2)–(5) of the Pharmaceutical Law – that is, the same requirements as those imposed on persons wishing to commence a pharmacy business. We have already outlined above the requirements that the legislator imposes on persons intending to commence a pharmacy business under the current legal framework. At this point, it is worth recalling that such persons must among others. be distinguished by the status of pharmacists entitled to practise. This condition should be met regardless of whether they wish to start this activity in the form of a sole proprietorship or in the form of a general partnership or a partnership (Art. 94(4) of the Pharmaceutical Law). Furthermore, con