The two decisions worth real money on a pharmacy acquisition are made before you sign heads of terms, not after: share purchase versus asset purchase, and how goodwill is treated. Market entry is regulated under the NHS (Pharmaceutical and Local Pharmaceutical Services) Regulations 2013, which means the NHS contract, not the shop, is what you are actually buying. We provide deal-support accounting, financial due diligence, and finance-ready accounts for lenders, from first look through to post-completion setup.
An asset deal attracts SDLT on any freehold or leasehold property at non-residential and mixed-use rates, currently up to 5%. A share deal attracts 0.5% stamp duty on shares but inherits the company's full history, including any undisclosed liabilities. The right structure depends on what is included and what warranties are available, not a blanket preference.
Goodwill is usually the largest line in the purchase price because it reflects the NHS contract and prescription volume. On a company purchase, corporation tax relief on goodwill is restricted and only available in limited cases at fixed rates. Buyers often assume relief they cannot claim, which changes the after-tax cost of the deal.
The income a seller quotes comes from NHSBSA payment schedules, not a till. Before completion, the FP34 payment history must be reconciled to confirm the income is real, the contract is transferable, and the prescription volume trend is stable. A generalist due-diligence team that treats pharmacy income like retail takings will miss this.
Banks funding a pharmacy purchase need projected profit and cash cover built on contract-driven income, not a simple turnover multiple. The model must reflect the FP34 payment lag, the split between NHS reimbursement and remuneration, and the working-capital cycle. Getting the model wrong delays drawdown.
We model the share versus asset outcome for your specific deal, including the SDLT versus stamp-duty comparison and the goodwill-relief position. We allocate the purchase price across goodwill, stock, fixtures, and property correctly for both tax and accounting, so there are no surprises at year-end.
We review the target pharmacy's FP34 payment history against the NHSBSA schedules, test the margin against the Drug Tariff, check the NHS contract and GPhC premises registration position, and model working capital under the payment lag. If the income does not reconcile, we find it before completion.
We prepare finance-ready accounts and projections for your lender, set up accounting, VAT, and payroll from day one, and handle the regulatory steps that come with a change of ownership, including the superintendent-pharmacist company requirement where the pharmacy is held through a limited company.
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