Pharmacy ownership rules in Quebec

Québec reserves pharmacy ownership to pharmacists through the Loi sur la pharmacie, and the Ordre des pharmaciens du Québec keeps a register of the companies through which they practise. Subject to sections 28 to 30, the Act says that only a pharmacist, a partnership of pharmacists, a share corporation whose shares are all held by one or more pharmacists and whose directors are all pharmacists, or a non-profit legal person whose founders, directors and members are all pharmacists, may own a pharmacy or buy and sell medication as its owner. A buyer outside those categories should treat ownership as a threshold question before price. This guide covers the corporate conditions, the Ordre’s registration steps and what the rules say when an owner leaves. For the general checks, see pharmacy due diligence.

What the share corporation conditions require

The Règlement sur l’exercice de la pharmacie en société lists conditions that must be met at all times for a pharmacist to practise within a share corporation. The corporation must be formed exclusively to practise pharmacy, and every director and officer must be a pharmacist. The shares must be held and owned exclusively by pharmacists and may never be held in trust, as a nominee or through an agent. Shareholders may not vote or transfer shares on the instructions of, or in favour of, anyone who is not a pharmacist and shareholder, and proxy voting is prohibited unless the proxy holder is both. The name may not be a numbered name, and may consist only of the name of one or more pharmacist shareholders preceded by “pharmacie” or followed by “pharmacien(s)” or “pharmacienne(s)”. For a limited liability partnership, the regulation likewise requires that it be formed exclusively to practise pharmacy, that all partnership units be held by pharmacists, that no unit be transferred to a person who is not a pharmacist and that a pharmacist be responsible for its management. The Act adds that no owner or administrator may leave a pharmacy open to the public unless pharmaceutical services are under a pharmacist’s constant control and supervision, or comply with a regulation made under the Professional Code. Where there are several shareholders, a shareholders’ agreement must provide for automatic, mandatory buyback of a shareholder’s shares in listed situations, including death, ceasing to be a pharmacist and bankruptcy.

Registration with the Ordre

The Ordre says that since changes made in November 2024, any legal form through which pharmacy is practised must be registered with it: a sole proprietorship, a general partnership, a share corporation or a limited liability partnership. Its checklist asks whether the company has been incorporated with the Registraire des entreprises du Québec and has its Québec enterprise number, whether the name complies, and whether a répondant has been named. A company with at least two shareholders or partners must also name a substitute répondant. The regulation on practising pharmacy within a company requires the pharmacist to send the Ordre a sworn declaration at least 30 days before the company starts activity. If you report the opening or purchase of a pharmacy while registering, you must provide the lease, sublease or title (if it is not available when you file, the Ordre says to provide it as soon as possible), and the purchase date must match the date the company starts.

Declaring the purchase and the sale

The Ordre requires the purchase and the sale of a pharmacy to be declared, and it says it will process the request only when both declarations are received. Buyer and seller therefore need to file in step. The Ordre also says changes to a company must be declared within 30 days, and its list of changes includes the purchase and sale of a pharmacy. The Act separately requires anyone who opens, acquires, sells, permanently closes or moves a pharmacy to send the Ordre’s secretary, by registered mail, a copy of the title or lease with a signed declaration, sworn before a commissioner for oaths. On an acquisition or a sale, section 32 says the declaration must be made no later than the date of taking possession. For a company, the Loi sur la pharmacie has the declaration name each partner or shareholder, and a further declaration is due within thirty days of any change in those names.

When the owner dies or stops practising

Sections 28 to 30 of the Act deal with a pharmacist-owner’s death, guardianship or mandate of protection, and bankruptcy or enforcement of security. On death, the Loi sur la pharmacie lets the heir, liquidator or trustee of the estate administer the pharmacy for the three years that follow, under a pharmacist’s personal supervision. Under the regulation on the keeping, use or destruction of the records, books and registers of a pharmacist who stops practising, a pharmacist-owner who permanently stops practising for a reason other than death must, if a taker is found, notify the Ordre’s secretary at least 15 days before the date set and publish or have published, in at least one French-language daily newspaper and, where applicable, one English-language daily serving the region, a notice, starting on the 15th day before and repeating every 3 days for 15 days. Under the same records regulation, the taker, a pharmacist who takes possession of the records, must send the secretary a copy of its written undertaking at least 15 days before that date.

Questions to settle before signing

• Whether every present and future shareholder and director of the buyer’s company is a pharmacist, and whether any shares are held in trust, by a nominee or by an agent.
• Whether the shareholders’ agreement contains the mandatory buyback the regulation describes.
• Who will be the répondant and, for two or more shareholders, the substitute.
• Whether the seller and buyer will file their declarations together, since the Ordre processes the request only when both are in.
• Who will take possession of the records if the seller stops practising, and whether the notice periods fit the closing date.