Skip to Content

Financial administrationpharmacies

Taking over a pharmacy: what do you pay for stock and goodwill, and what must be in place before day one?

In a takeover you buy fixtures, stock and goodwill. Each part has its own value and its own rule in the accounts. Dispensing prescriptions is only allowed once the pharmacist in charge is in the register of established pharmacists.

9 min read

When you take over a pharmacy, you usually buy the fixtures, the stock of medicines and the goodwill. Goodwill is the amount you pay above the value of everything you can point to, for the customers, the location and the name. Each part gets its own value on your opening balance sheet, because each part is written off or sold in a different way.

Before you start, the legal side must also be in place. The pharmacy may only dispense prescriptions once the pharmacist in charge is on the register of established pharmacists. And if the pharmacy gets a new Chamber of Commerce number, the government sees you as a new care provider.

In short

  • Split the purchase price into fixtures, stock and goodwill. You count the stock on the transfer date. For tax, goodwill may be written off at no more than 10% a year, so over at least ten years.
  • Dispensing prescriptions is only allowed once the pharmacist in charge is on the register of established pharmacists. A pharmacist may be registered as established for only one pharmacy.
  • If you buy the whole pharmacy as a going concern, the seller charges no VAT on the purchase price. You do take over the seller's VAT position.

In this article

  1. What exactly do you buy when you take over a pharmacy?
  2. When may you dispense prescriptions after the takeover?
  3. Do you need a Wtza licence after the takeover?
  4. How do you value the stock in a takeover?
  5. How do you write off a pharmacy's goodwill?
  6. Do you pay VAT on the purchase price of a pharmacy?
  7. What does research say about chains and independent pharmacies?

What exactly do you buy when you take over a pharmacy?

You buy a pharmacy that is up and running, but in the accounts it splits into separate parts. The main ones are the fixtures and equipment, the stock of medicines and the goodwill. In addition, you may take over the lease, staff and ongoing agreements.

Most pharmacies do not work alone. According to the NZa, the Netherlands had 2005 pharmacies on 1 January 2021, and 84% of them were linked to a chain or a franchise formula (NZa, exploratory study of community pharmacy care, 2021). A formula is a group of pharmacies working to one concept, often linked to a wholesaler. If you take over a formula pharmacy, the formula contract belongs in your due diligence.

There are two ways to buy. You buy the pharmacy's assets, or you buy the shares of the company that runs the pharmacy. With shares, the company stays the same, with the same Chamber of Commerce number. With an asset purchase, you often start with a new business and a new Chamber of Commerce number. That difference matters for the licence, as explained below.

Purchase price € 900,000, worked example€ 150,000€ 250,000€ 500,000Fixtures and equipmentwrite off, for tax at most 20% a yearStock of medicinescounted on the transfer date, a cost when soldGoodwillfor tax at most 10% a year: € 50,000Takeover of the whole pharmacy: no VAT on the purchase price,the buyer takes over the seller's VAT position (VAT Act, art. 37d)
Worked example with invented amounts: how a purchase price of € 900,000 splits up and where each part goes in the accounts. Rules: Income Tax Act 2001, article 3.30, Civil Code Book 2, articles 386 and 387, VAT Act 1968, article 37d.

When may you dispense prescriptions after the takeover?

Only once the pharmacist who runs the pharmacy is on the register of established pharmacists. The Medicines Act says pharmacists in a pharmacy may not hand out prescription medicines until the pharmacist in charge is entered in that register of the Health and Youth Care Inspectorate. The register also records the pharmacy's address (Medicines Act, article 61(5)).

Registration is refused if the pharmacist is not on the BIG register as a pharmacist, or is already registered for another pharmacy (Medicines Act, article 61(6)). A pharmacist may practise pharmacy, the pharmacist's profession, in only one pharmacy (article 61(3)). Anyone who is already the established pharmacist in another pharmacy must therefore sort out that registration first.

So plan the transfer date together with the registration. A day without a registered pharmacist is a day without prescriptions. If the pharmacist is absent, they arrange cover from within the profession (article 61(4)).

Do you need a Wtza licence after the takeover?

Yes, if the pharmacy is a new care provider after the takeover. The Care Providers Admission Act (Wtza) requires an admission licence from institutions that provide care under the Health Insurance Act (Wtza, article 4). Pharmaceutical care is such care. Pharmacies are not on the list of exceptions to the licence requirement (Wtza Implementing Decree, article 3).

There is an exception for the duty to notify. A pharmacy does not need to notify separately if the pharmacist in charge is on the register of established pharmacists (Wtza Implementing Decree, article 2(b)). Notification and the licence are two different things.

The Chamber of Commerce number decides a lot. The body that runs the Wtza writes: if your Chamber of Commerce number changes, you are seen as a new care provider and may need to apply for a new licence (Toetreding zorgaanbieders, licence requirement). If you buy the shares of the existing pharmacy company, the number stays the same. If you buy the assets with a new company, the licence is an item for your planning.

Before the purchaseRead the formula, lease and purchasing contractsPurchase deedRecord who counts the stock, on which day and at which priceIGJ registerPharmacist in charge registered (Medicines Act art. 61(5))LicenceNew Chamber of Commerce number? Then a Wtza licenceDay 1Count the stock and dispense the first prescription
The steps around the transfer date. Source: Medicines Act, article 61, Wtza, article 4, Wtza Implementing Decree, articles 2 and 3, and Toetreding zorgaanbieders.

How do you value the stock in a takeover?

Count the stock on the transfer date and settle at the purchase price of what is actually there. You cannot sell expired or damaged medicines, so they do not belong in the purchase price. Record in the purchase agreement who counts, on which day and against which price list.

Stock is a lot of money in a pharmacy. According to Statistics Netherlands, the cost of sales of pharmacies in 2024 was € 4,748 million, on € 7,125 million of operating income. That is 66.6%, against 63.7% in 2023 (CBS, table 81156ned). It is an average across the whole sector, not a standard for your pharmacy.

60%62%64%66%68%20192020202120222023202466.6%Cost of sales, % of operating income
Cost of sales as a share of pharmacies' operating income, 2019 to 2024. Own calculation from CBS table 81156ned (SBI 2008, 4773 Pharmacies), CBS average, not a standard.

After the takeover, you value the stock in the annual accounts at purchase price. If the current value at the balance sheet date is lower, you use that lower value (Civil Code Book 2, article 387(2)). For tax, you follow sound business practice with a consistent approach that you keep every year (Income Tax Act 2001, article 3.25).

The counting itself works as in any shop with stock. An explanation with differences and write-offs is in the article on the stock count (counting stock on 31 December).

How do you write off a pharmacy's goodwill?

For tax, you write off goodwill paid at no more than 10% of the purchase price per year. That means at least ten years (Income Tax Act 2001, article 3.30(2)). The same rule applies to a company in corporate income tax, because that act refers to this article (Corporate Income Tax Act 1969, article 8(1)).

In the annual accounts, you write off goodwill over its expected useful life. If you cannot estimate that reliably, over no more than ten years. You explain the reason for the period in the notes (Civil Code Book 2, article 386(3)). A write-down of goodwill may not be reversed later (article 387(5)).

An example with invented amounts. You pay € 900,000, of which € 150,000 for the fixtures and € 250,000 for the counted stock. Then € 500,000 is goodwill. For tax, you may write off at most € 50,000 a year on it. You do not write off the stock: it becomes a cost as soon as you sell the medicines.

The higher the goodwill share, the longer it takes to recover the purchase price for tax. What a business is worth and why buyers often pay too much is covered in the articles on business value and takeovers (what determines the value of your business and why a takeover often disappoints).

Do you pay VAT on the purchase price of a pharmacy?

No, if you take over the pharmacy as a whole. When a totality of assets, a business or an independent part of it, is transferred, there is no supply for VAT. The buyer then steps into the seller's shoes (VAT Act 1968, article 37d).

Stepping into the seller's shoes means you also take over the seller's ongoing VAT position, for example for a renovation on which they deducted VAT. Ask for that information during the takeover. If you buy only loose items, such as a few cabinets, it is not a transfer of a business and the seller does charge VAT.

After the takeover, you sell medicines at 9% VAT and over-the-counter care products often at 21%. The Tax Administration lists medicines and pharmacists' administration charges under the 9% rate (Tax Administration, VAT rate on medicines). How to handle two rates on one receipt is covered in a separate article (9% and 21% on one till receipt).

What does research say about chains and independent pharmacies?

Research in nine European countries, including the Netherlands, shows that fewer rules for pharmacies usually lead to more pharmacies, mainly in cities. In countries with fewer rules, some parties, such as wholesalers, gained a strong market position. Prices of over-the-counter medicines did not fall after deregulation (Vogler, Habimana & Arts, 2014).

For a buyer, that means: look not only at turnover, but also at the parties behind the pharmacy. A formula contract, a purchasing agreement with a wholesaler and the contracts with health insurers together decide how much is left over. The NZa writes that prices in community pharmacy care are free and are set in agreements between health insurers and pharmacies (NZa, 2021).

The margin also shows why stock and purchasing weigh so heavily. According to Statistics Netherlands, the operating result of pharmacies combined was € 369 million in 2024, 5.2% of operating income. In 2023 it was 5.7% (CBS, table 81156ned). With such a thin margin, a mistake in the stock value at the takeover quickly makes the difference.

Sources

  • Dutch Healthcare Authority (NZa), Exploratory study on the accessibility of community pharmacy care, 2021 (in Dutch). puc.overheid.nl
  • Medicines Act (Geneesmiddelenwet), article 61, in force from 9 September 2025. wetten.overheid.nl
  • Care Providers Admission Act (Wtza), article 4, in force from 5 July 2025. wetten.overheid.nl
  • Wtza Implementing Decree, articles 2 and 3, in force from 1 July 2026. wetten.overheid.nl
  • CIBG, Toetreding zorgaanbieders, Licence requirement, read 1 November 2026 (in Dutch). toetredingzorgaanbieders.nl
  • Statistics Netherlands (CBS), Business sector, labour and financial data, by branch, SBI 2008 (table 81156ned), branch 4773 Pharmacies, 2019 to 2024. opendata.cbs.nl
  • Dutch Civil Code Book 2, articles 386 and 387, in force from 1 July 2026. wetten.overheid.nl
  • Income Tax Act 2001, articles 3.25 and 3.30, in force from 21 February 2026. wetten.overheid.nl
  • Corporate Income Tax Act 1969, article 8, in force from 1 January 2026. wetten.overheid.nl
  • Turnover Tax Act 1968, article 37d, in force from 1 January 2026. wetten.overheid.nl
  • Tax Administration, VAT rate on medicines and similar products, read 1 November 2026 (in Dutch). belastingdienst.nl
  • Vogler, S., Habimana, K. & Arts, D. (2014). Does deregulation in community pharmacy impact accessibility of medicines, quality of pharmacy services and costs? Evidence from nine European countries. Health Policy, 117(3), 311-327. doi.org

This article belongs to

Financial administration

Bookkeeping, annual accounts, financing and control of your figures.

Would you like to know what we do in this area for your business?

View the service More for your sector Request an introductory meeting

Further reading

All articles

Financial administrationallied health practices

Goodwill when taking over a physiotherapy practice: how it works in the books

Goodwill is the part of the purchase price above the value of the equipment, furniture and other assets. For tax purposes you may depreciate goodwill by at most 10% a year, so over at least ten years. That applies to the sole proprietorship and to the bv. The seller pays tax on the goodwill as a cessation profit. What else you buy is limited: staff transfer by law, but the buyer must arrange an AGB code and a Wtza licence themselves.

6 min read

Shall we meet?

Tell us about your business. We deliberately work with a limited number of clients. That is why we first look together at whether we are a good fit.

Request an introductory meeting