Pharmacy ownership rules in Newfoundland and Labrador

A buyer of a pharmacy in Newfoundland and Labrador deals with the College of Pharmacy of Newfoundland and Labrador, the regulatory body for pharmacy in the province. The College says its requirements flow from the Pharmacy Act, 2024, the Pharmacy Regulations, 2024 and its own bylaws. Other provinces run their own regimes, so the steps below should not be assumed for a pharmacy elsewhere. This guide follows what the College publishes on ownership and on a change of ownership. It is a description of the process, not advice about a particular deal.

What the College requires of owners

The College says all current and proposed pharmacy owners must provide information, documentation and declarations to it in order to own a pharmacy. It recognizes three classifications of owner: a corporation, a partnership, and an individual sole proprietor. A buyer should settle which of the three it will be early, because the information asked for differs between them. The College also has an Interpretation Guide for the ownership forms, which is worth reading before a form is filled in.

The designated representative

Every owner that is a corporation or a partnership must appoint a designated representative. Where the owner is a sole proprietor, the sole proprietor is deemed to be the designated representative. For a corporation or partnership, the College asks for an authorization letter on its letterhead stating that the representative may act, sign declarations and accept correspondence on its behalf. For a corporation the letter must be signed by an individual with signing authority. For a partnership it must be signed by all partners. An undertaking to deliver correspondence promptly is also required.

Who stands behind a company or partnership

For a non-publicly traded corporation, the College asks for a list of its shareholders. If any shareholder is itself a corporation or a partnership, it asks for the individuals with significant control over the owner, and it points to section 45.1 of the Newfoundland and Labrador Corporations Act for that term. A partnership lists its partners and, if any partner is a corporation or a partnership, the individuals with significant control over it; for that term the College points to section 2(5)(b) of the Pharmacy Regulations, 2024. Where a corporation is incorporated outside the province, the College wants proof that it is registered in Newfoundland and Labrador, along with its articles of incorporation or the equivalent from the home jurisdiction.

Certificates of conduct

For the ownership information requirements, the College says Certificates of Conduct must come from one of the screening services it accepts. Under the College’s rules, someone who has lived in Canada for at least ten years may request the check through either of two named services. Someone who has not must use CSI Background Screening. The College says the screening must cover every country, province, region or state where the person has lived in the last ten years, or for more than three months since turning 19, whichever is shorter. The College’s answers say that only the designated representative must submit a Certificate of Conduct. A designated representative who has lived abroad should start this early.

A change in ownership

The College says owners have a legislated responsibility to apply for a change in ownership before selling an interest in their pharmacy, whether through the sale of the pharmacy or the sale of shares in the pharmacy or in a corporation that holds shares in it. The current pharmacist-in-charge submits the application through the College’s Pharmacy Portal at least 30 days before the expected change. The College says processing may take 7 to 10 business days once the required documents and fees are received. If approved, the current licence ends on the scheduled date and a new one is issued. A new pharmacist-in-charge needs a separate application.

After approval

The College lists follow-up steps. The pharmacy should reconcile its controlled substances inventory before the change, notify patients of the pending change, and facilitate transfer of eligible prescriptions if a patient asks. It should notify third-party payers of the change in ownership and licence number. The College also says to notify the Government of Canada’s Office of Controlled Substances of the transfer of inventory within 10 days of the transaction date. The College lists a Community Pharmacy Self-Assessment as due within one month of the new licence being issued.

• Is the buyer a corporation, a partnership or a sole proprietor, and who is the designated representative?
• If shares are being sold rather than assets, has the pharmacist-in-charge been told that the change still needs an application?
• Who are the individuals with significant control, and has the designated representative’s Certificate of Conduct been ordered?
• Is the date of change at least 30 days after the application, as the College requires, with the 7 to 10 business days of processing it describes allowed for?
• Who will handle the controlled substances reconciliation and the notice to the Office of Controlled Substances?

For the wider picture of selling in the province, see selling a business in Newfoundland and Labrador. For what a buyer reviews first, see pharmacy due diligence.