How to buy a pharmacy in Manitoba: licences, ownership rules and what transfers

Pharmacy in Manitoba is licensed and regulated by the College of Pharmacists of Manitoba under The Pharmaceutical Act, C.C.S.M. c. P60, and the College’s registrar is the official who receives applications and notices. For a buyer, the Act matters at two moments: the application for a pharmacy licence, and the notice that follows a change of ownership or control. The second can put the existing licence at the registrar’s discretion. This guide sets out what the Act and the College say, how a sale interacts with them, and what to request from the seller. The College’s home page also says it has launched a Regulatory Reform Project to bring pharmacy professionals under regulation of what it calls the RHPA, so ask the College which statute will govern the pharmacy on your closing date.

A licence is required to operate

Section 63 of The Pharmaceutical Act says no person shall establish or operate a pharmacy except under the authority of a pharmacy licence issued under that Part for a pharmacy of that category. The College of Pharmacists of Manitoba adds that every pharmacy in Manitoba must be registered with it. Licences are issued by category, so confirm which category the pharmacy you are buying holds and whether you intend to run it in the same way. A buyer cannot assume a seller’s licence carries over; the rest of this guide shows why.

Who the Act treats as the owner

The Act defines the owner as a person who holds a pharmacy licence of any category and whose name is entered on the register of licensed pharmacies. That differs from everyday usage: the owner is the licence holder on the register. An application must also give information about the ownership of the pharmacy and, where the applicant is a corporation, about the legal and beneficial ownership of its shares and the names of its officers and directors. A buyer using a holding company should expect to disclose who stands behind it.

The pharmacy manager and the 30-day filing

Under section 64, an applicant must file with the registrar at least 30 days before the date it intends to operate a pharmacy, or at another time acceptable to the registrar. The application must name a member to be designated as the pharmacy manager. The person designated must satisfy the registrar that they have not been subject to disciplinary, criminal or administrative sanction in any jurisdiction which, in the registrar’s opinion, would make it inappropriate for them to act as manager. That person must also satisfy the registrar that they meet any other qualifications set out in the regulations, and give the registrar an undertaking that the pharmacy will be operated in accordance with the Act, the by-laws, the code of ethics, the standards of practice and all relevant practice directions. If you plan to keep the seller’s manager, confirm that person is willing and that the application will name them.

What happens at a change of ownership

Section 70 is the provision to read closely. It applies if the ownership or control of a pharmacy changes in the manner and to the extent prescribed in the regulations, or if, in a pharmacy owned or operated by a corporation, the share sale described in section 70(b) occurs. In either case the holder of the pharmacy licence must notify the registrar within seven days after the change, and the registrar may cancel the licence and require that an application for a new pharmacy licence be made. The seven days run after the change, so a buyer should ask the College how it expects a planned sale to be handled, and whether the 30-day filing should be made before closing.

Insolvency of the owner

Section 71 deals with an owner who becomes bankrupt or insolvent or makes an assignment for the benefit of creditors. That owner must notify the registrar, and a trustee, receiver, receiver-manager or assignee may operate the pharmacy for the purposes of the bankruptcy, insolvency or assignment if the pharmacy continues to be overseen by a pharmacy manager. If the seller is in financial difficulty, ask whether any of this has already happened, because it affects who is entitled to sell and who must be dealt with.

Federal rules that sit alongside

Controlled substances also fall under the federal Controlled Drugs and Substances Act, and Health Canada manages exemption requests under it. Health Canada says its class exemptions could apply to people in a geographic area, such as a provincial class exemption, or to a profession, such as pharmacists. That is separate from Manitoba’s licensing. Ask your lawyer which federal permissions the pharmacy depends on and whether they attach to the business or to its pharmacists.

What to ask the seller for

• The pharmacy licence, its category, and the register entry naming the owner.
• The name and standing of the current pharmacy manager, and confirmation of whether that person will stay.
• For a corporate owner, the share register and officer and director list, since an application asks for them.
• Any notices already filed with the registrar under section 70 and any College correspondence about past changes.
• Confirmation that the seller has not become bankrupt or insolvent or made an assignment for the benefit of creditors.

Our guide to buying a pharmacy in Canada covers the wider buying process, and the pharmacies for sale page shows current listings.