What happens to the team when a pharmacy changes hands?

rajkamalbhatti

Sep 25

6 min read

Updated: Oct 1

On an asset sale the staff go with the pharmacy. The Transfer of Undertakings (Protection of Employment) Regulations 2006 - TUPE - move their contracts to the buyer automatically, on the same terms, with continuous service intact, and you cannot agree that away in the sale contract. On a share sale TUPE does nothing, because the employer is the company and the company has not changed - which is not the same as nothing happening.

Do the staff transfer with the pharmacy?

Yes, if you are selling the business and its assets. Regulation 4(1) provides that the transfer does not terminate the contract: it has effect afterwards as if made originally between the employee and the buyer.

Everyone assigned to the pharmacy goes unless they object: pharmacists, technicians, dispensers, counter staff, the driver, the person who does four hours on a Saturday. Assignment is the test, not job title and not hours. Regulation 4(7) lets an employee refuse to transfer; regulation 4(8) then ends the contract on the day, with the employee not treated as dismissed, so no notice and no redundancy payment. If you own three shops and are selling one, the argument is about who is assigned to that branch and who to the group. Settle it at heads of terms.

Does TUPE apply if I sell the shares instead of the business?

No. The employer is the limited company and it still employs everybody, so no relevant transfer takes place: no duty to inform and consult, and no employee liability information to exchange.

Somebody still has to be told. In England, Schedule 4, paragraph 32 of the NHS (Pharmaceutical and Local Pharmaceutical Services) Regulations 2013 requires notice to NHS England within 30 days of a change to the directors, or to the name or address of the superintendent, with full fitness information for anyone not named on the original application. A share sale avoids the regulation 26 application, but not the NHS side of a change of ownership.

What transfers - pay, service, holiday and liabilities?

The contract transfers whole. Regulation 4(2) moves all of the seller's rights, powers, duties and liabilities under or in connection with that contract to the buyer, and deems the seller's acts and omissions to have been the buyer's. The words "in connection with" are why the statutory claims below cross too.

Terms. Pay, hours, notice, sick pay and contractual bonuses, inherited as they are.
Continuous service. Unbroken: a dispenser with eleven years has eleven years with the buyer on day one.
Holiday. Accrued and untaken entitlement crosses.
Liabilities. Unpaid wages, an unlawful deduction, a live grievance, a discrimination claim not yet issued. All of it lands on the buyer, who is likely to seek an indemnity from you.
Custom and practice. The unwritten overtime rate, the Christmas closure, the rota nobody wrote down.

Criminal liabilities do not transfer.

What must I tell the buyer about my staff, and when?

Regulation 11(6) requires you to give the buyer employee liability information not less than 28 days before the transfer, or as soon as reasonably practicable afterwards where special circumstances make 28 days not reasonably practicable. Regulation 11(3) sets a separate fourteen-day period: the information must be accurate as at a date no more than fourteen days before you send it.

That fourteen-day accuracy date is current and unchanged. What changed in 2014 is the delivery period, which rose from fourteen days to 28 for transfers on or after 1 May that year, so guides that still give you fourteen days to deliver are out of date.

The content is defined: the identity and age of each assigned employee; their written particulars under section 1 of the Employment Rights Act 1996; disciplinary action to which the Acas Code of Practice on disciplinary and grievance procedures applies, and grievances, in the previous two years; court or tribunal claims brought in the same period, plus any claim you have reasonable grounds to believe an employee may bring against the buyer; and any collective agreements that will still have effect. Fail, and regulation 12(5) sets the award at not less than £500 per employee affected, unless the tribunal thinks a lower sum just and equitable.

Who do I inform and consult, and when do I tell the team?

Regulation 13(2) requires you to inform the appropriate representatives, long enough before the transfer, of four things: that it is happening, with the date or proposed date and the reasons; the legal, economic and social implications; the measures you envisage taking; and, as seller, the measures the buyer envisages. Consultation is a separate duty under regulation 13(6), triggered only where measures are envisaged.

There is no statutory minimum period. The 30 and 45 day figures people quote come from collective redundancy law in section 188 of the Trade Union and Labour Relations (Consolidation) Act 1992 and do not apply here. Getting it wrong costs up to thirteen weeks' pay per employee under regulation 16(3).

Many independents will not need to elect representatives: for transfers on or after 1 July 2024, regulation 13A lets an employer with fewer than 50 employees, or with fewer than 10 transferring, inform and consult the affected employees directly, provided none have already been elected or invited to stand.

Then the part that is not law. You are not obliged to say anything until late in the process, and the team can hear it first from a locum in the doorway. Choose the day yourself: the day you can answer "will I have a job in March" with a straight yes.

Can anyone be dismissed or moved onto new terms around the transfer?

Not if the transfer is the sole or principal reason. Regulation 7(1) makes such a dismissal automatically unfair, and regulation 4(4) makes a variation of terms void on the same test, even if the employee agrees.

Regulation 4(3) treats a person dismissed in those circumstances as having transferred anyway, so the claim follows the business to the buyer. The way through is an economic, technical or organisational reason entailing changes in the workforce - regulation 7(2) for a dismissal, regulation 4(5)(a) for a variation, which on that ground still needs the employee's agreement - or a variation the contract itself already permits under regulation 4(5)(b). A smaller wage bill to make the profit look better is neither.

Unfair dismissal claims still need the ordinary qualifying service: two years as at September 2026, falling to six months from 1 January 2027, under section 25 of the Employment Rights Act 2025. If you will complete in 2027, work to the shorter period.

If you are buying a pharmacy, regulation 4(9) cuts the other way: an employee facing a substantial change in working conditions to their material detriment may treat the contract as terminated.

What happens to the pension?

Pensions are treated separately. Regulation 10 disapplies regulations 4 and 5 so far as a contract of employment or collective agreement relates to an occupational pension scheme, but regulation 10(2) narrows that: anything in the scheme not relating to benefits for old age, invalidity or survivors is not part of it for this purpose, and so does transfer.

Where the seller ran an occupational scheme, sections 257 and 258 of the Pensions Act 2004 and the Transfer of Employment (Pension Protection) Regulations 2005 put a floor under the buyer, broadly matching employee contributions up to 6 per cent of remuneration. Automatic enrolment duties under the Pensions Act 2008 are the buyer's own from day one.

What happens on the day, and to me?

The superintendent and the responsible pharmacist are different statutory roles. The responsible pharmacist, under sections 71(2) to (4) of the Medicines Act 1968, is the pharmacist in charge of those premises that day, named on the notice at the door, which changes on the morning of completion. The superintendent, under sections 71(1)(a) and 71(6), must be a pharmacist and a senior manager within section 71(7A), but since 1 December 2022 need not be a director.

The buyer's own GPhC and NHS registration deadlines sit on a different timetable, which how long a sale takes sets out.

If you are an employee you transfer like anybody else. If you are the owner selling the assets you do not: your employment ends with your ownership. Buyers often want the outgoing pharmacist for a handover period; if so, it belongs in writing before completion.

This is general information as at 23 September 2026, and not legal, tax or financial advice. The employment law here applies across Great Britain, but the NHS route described - regulation 26, Schedule 4, NHS England - is England only. Wales has its own National Health Service (Pharmaceutical Services) (Wales) Regulations 2020 and its own Local Health Board lists; Scotland and Northern Ireland differ again. Your solicitor and accountant should confirm the legal and tax points for your own sale. If the team is the reason you have not started, tell us where you are.

Rajkamal Singh Bhatti MPharm is a practising pharmacist (GPhC registration 2230365) and a former Superintendent Pharmacist of a national group of 120 branches, which he took through insolvency and sale. He founded RSB Consulting.