Introduction
Pharmacy due diligence in Turkey is a critical legal process before buying, transferring or investing in a pharmacy. A pharmacy is not an ordinary retail business. Under Turkish law, a pharmacy is a regulated healthcare institution operated under the ownership and professional responsibility of a pharmacist. Therefore, buying a pharmacy in Turkey requires a much deeper legal review than simply checking turnover, rent and customer traffic.
The legal framework is mainly based on Law No. 6197 on Pharmacists and Pharmacies and the Regulation on Pharmacists and Pharmacies. The regulation expressly governs pharmacy opening, operation, relocation, transfer and closure, which means that a pharmacy transfer is both a private commercial transaction and an administrative healthcare law process.
Under Law No. 6197, a person who acquires or buys a pharmacy may receive a license in their own name only if they satisfy the legal conditions for opening a pharmacy. The law also states that pharmacy sales are carried out before the government physician and notary. This rule is essential: a pharmacy cannot be sold like an ordinary shop to any buyer. The buyer must be legally eligible to operate a pharmacy.
Because of these restrictions, pharmacy due diligence in Turkey should examine licensing, pharmacist eligibility, ownership, sham ownership risk, lease, pharmacy premises, stock, İTS records, SGK/MEDULA claims, employees, tax, accounting, debts, inspection history, controlled medicines, cold-chain products, supplier contracts, litigation and future regulatory risks.
Why Pharmacy Due Diligence Is Different from Ordinary Business Due Diligence
Ordinary business due diligence usually focuses on revenue, expenses, lease, employees, taxes, debts, contracts and assets. Pharmacy due diligence includes all of these, but it also includes public health obligations, professional eligibility, medicine tracking, prescription compliance, SGK reimbursement risk, controlled medicine records and license transfer rules.
A pharmacy buyer may think they are purchasing a profitable location. Legally, however, the buyer is acquiring a regulated healthcare operation that can continue only if the competent authorities approve the transfer and issue the necessary license in the buyer’s name. The economic value of the pharmacy depends on the continuity of its license, location, SGK relationship, İTS records, lease and lawful stock.
The biggest mistake is treating pharmacy acquisition as a simple goodwill sale. If the buyer pays the purchase price before completing legal due diligence, they may later discover that the lease cannot be transferred, the pharmacy has SGK deduction risk, the stock records do not match İTS, the seller has hidden debts, the premises are unsuitable, or the transaction creates a sham ownership allegation.
1. Buyer Eligibility Review
The first due diligence question is whether the buyer is legally eligible to own and operate a pharmacy. Turkish pharmacy law is pharmacist-based. A non-pharmacist cannot freely buy and operate a private pharmacy through a hired pharmacist as if it were an ordinary commercial business.
Law No. 6197 provides that the buyer or transferee may receive the pharmacy license only if they satisfy the legal conditions required for opening a pharmacy. Therefore, before negotiating price, the buyer must confirm pharmacist qualification, diploma status, professional eligibility, restrictions, prior sanctions and whether any legal obstacle prevents pharmacy opening.
The buyer should also review whether they already own or manage another pharmacy. Turkish pharmacy law is built around the principle of personal pharmacist responsibility, and the buyer should avoid structures that may violate the one-pharmacist-one-pharmacy model or create hidden ownership concerns.
2. License and Transfer Procedure Review
A pharmacy transfer is not complete merely because the parties sign a private agreement. The transfer must comply with the statutory procedure. Law No. 6197 states that pharmacy sales are carried out before the government physician and notary, and the buyer receives the license in their own name only if they meet the legal conditions.
Due diligence should therefore examine the current pharmacy license, license holder, licensed address, pharmacy name, district, transfer eligibility and pending administrative issues. The buyer should confirm that the seller is the true licensed pharmacist and has authority to transfer the pharmacy.
The sale agreement should be structured conditionally. The buyer should not make full payment before the administrative transfer process is safely completed or before clear escrow protections are created. A strong agreement should state that payment, delivery, stock transfer and lease assignment are conditional upon successful pharmacy transfer approval.
3. Sham Ownership and Muvazaa Risk
One of the most serious risks in pharmacy acquisitions is muvazaa, meaning sham ownership. This occurs where the official pharmacist appears as the owner, but the real economic or managerial control belongs to another person, investor, company, doctor, landlord or hidden partner.
This risk is particularly important when the buyer is financed by a non-pharmacist or when the seller continues to control the business after transfer. A pharmacy purchase financed by a hidden investor may be questioned if the buyer pharmacist has no real control over bank accounts, staff, purchases, stock, profit or management.
Turkish pharmacy law treats sham ownership very seriously. Professional sources discussing the legal reform emphasize that a pharmacist found to have opened a pharmacy through sham ownership may be barred from opening a pharmacy for five years.
Therefore, the due diligence file should show that the buyer pharmacist is the real owner and operator. Funding sources, loan agreements, lease guarantees, bank transfers and management arrangements should be transparent and lawful. Any side agreement giving control to a non-pharmacist should be avoided.
4. Lease Due Diligence
The lease is one of the most valuable assets in a pharmacy acquisition. A pharmacy’s goodwill depends heavily on its location. Before buying the pharmacy, the buyer must review the lease agreement and confirm whether the landlord consents to lease transfer.
The buyer should check the lease term, rent amount, rent increase clause, deposit, transfer clause, renovation rights, signboard rights, termination rights, unpaid rent, urban transformation risk, building management restrictions and whether the premises can continue to be used as a pharmacy.
A pharmacy buyer should not assume that acquiring the pharmacy automatically transfers the lease. If the landlord refuses consent or demands a much higher rent, the economic value of the transaction may collapse. The sale agreement should therefore make the transaction conditional upon lease transfer or new lease execution on acceptable terms.
The lease should also permit pharmacy-specific use, signage, cold-chain equipment, storage systems, official inspections and required renovations. A general “commercial shop” lease may be insufficient if later disputes arise with the landlord.
5. Premises and Physical Suitability Review
The pharmacy premises must comply with pharmacy legislation and administrative requirements. The buyer should review whether the premises are legally registered as a workplace, whether building documents are proper, whether the pharmacy has approved layout and whether the physical conditions support pharmacy operation.
The due diligence should include inspection of storage areas, refrigerator systems, temperature-humidity monitoring, patient service area, laboratory area if applicable, electrical infrastructure, ventilation, accessibility, signage and safety. A pharmacy with high turnover but poor physical compliance may face inspection risk after transfer.
If the pharmacy is near a hospital, clinic or medical center, the buyer should also check whether the premises are in a prohibited healthcare institution building, garden or annex. Hospital proximity may be commercially attractive but can create additional legal concerns regarding prescription steering and location restrictions.
6. İTS and Stock Due Diligence
The İlaç Takip Sistemi, known as İTS, is central to pharmacy due diligence. The buyer must compare physical stock with İTS records, purchase invoices, return documents, destruction records and pharmacy software.
A pharmacy may show valuable stock on shelves, but if stock is not properly recorded in İTS, the buyer may face serious problems. Conversely, İTS may show medicines that are not physically present. Both situations create risk.
The due diligence should check:
Medicine stock list,
İTS stock records,
Physical stock count,
Expiry dates,
Cold-chain products,
Controlled medicines,
High-cost medicines,
Products pending return,
Expired or deteriorated products,
Recall-related stock,
Supplier invoices,
Pharmacy-to-pharmacy exchange records.
TİTCK’s 2026 revenue declaration announcement, republished by TEB, also shows the operational importance of İTS. It stated that pharmacies that did not enter required revenue data after 15 May 2026 would have their İTS access blocked until entry, and that false or incorrect VAT-excluded revenue declarations could lead to judicial and administrative proceedings.
This makes İTS due diligence essential before acquisition.
7. Expired and Deteriorated Medicine Review
Expired medicines are not assets. They are liabilities. The buyer should carefully identify expired, near-expiry, damaged, deteriorated, recalled or cold-chain-breached products.
The sale agreement should clearly state whether expired and unsaleable products are excluded from the purchase price. If the buyer pays for expired stock, they may later bear disposal costs and compliance risk.
The buyer should request destruction reports, return documents and İTS notifications for expired or deteriorated products. Products that cannot lawfully be sold should not be counted as commercial inventory.
A particular risk exists where the seller tries to inflate stock value by including near-expiry products. The buyer should value stock based on saleability, expiry period, demand, reimbursement status and legal usability.
8. Controlled Medicines and Colored Prescription Records
Controlled medicines, including narcotic and psychotropic medicines, require enhanced due diligence. The buyer should reconcile physical stock with red and green prescription records, electronic colored prescription system records, İTS data and invoices.
Any discrepancy involving controlled medicines is serious. Missing controlled stock may create administrative, professional and criminal risk. Excess unexplained stock is also problematic.
Before transfer, the parties should conduct a separate controlled medicine audit. The responsible pharmacists of both sides should document the transfer of such products carefully. If necessary, the provincial health directorate or chamber should be consulted before transfer completion.
9. SGK and MEDULA Due Diligence
For many pharmacies in Turkey, SGK-covered prescriptions are the main revenue source. Therefore, SGK due diligence is one of the most important parts of buying a pharmacy.
The buyer should review SGK protocol status, MEDULA records, unpaid receivables, pending cuts, prior deductions, audit correspondence, high-risk prescriptions, medical report-dependent medicines, oncology or biological product claims and any disputes with SGK.
SGK announced the 2026 protocol concerning medicine supply from pharmacies on 13 March 2026, showing that pharmacy-SGK relations are governed through current protocol arrangements. Pharmacy chambers also remind pharmacists to monitor MEDULA messages because prescription review results and deduction amounts may be communicated through MEDULA.
The sale agreement should allocate responsibility for pre-transfer SGK deductions. If SGK later deducts payment for prescriptions dispensed before transfer, the buyer should not bear that risk unless expressly agreed. A strong contract should include indemnity clauses for pre-closing SGK liabilities.
10. Revenue and Turnover Verification
A seller may claim high revenue, but the buyer must verify it through reliable records. Pharmacy turnover should be checked against tax records, İTS revenue declarations, SGK payments, bank statements, accounting records, POS reports, cash records and supplier purchase volume.
The 2026 TİTCK announcement regarding İTS revenue entry makes turnover declarations especially important because false or incorrect VAT-excluded revenue declarations may lead to administrative and judicial proceedings.
The buyer should not rely only on verbal revenue figures. A pharmacy’s real value depends on sustainable net income, not gross turnover. High turnover may hide high supplier debt, SGK deductions, rent pressure, employee costs, near-expiry stock or heavy credit obligations.
11. Supplier and Warehouse Debt Review
A pharmacy may have unpaid debts to pharmaceutical warehouses, distributors, wholesalers, software providers, device suppliers, landlords, employees, banks and tax authorities. These debts may not automatically transfer to the buyer, but they can affect stock, lease, supplier credit and transaction value.
The buyer should request supplier statements, current account extracts, warehouse debt confirmations and settlement letters. If the seller has pledged future receivables, issued promissory notes, assigned SGK receivables or taken supplier credit, these must be identified.
The sale agreement should require the seller to pay all pre-transfer debts or disclose them fully. The buyer should avoid taking over hidden supplier liabilities unless the purchase price reflects them.
12. Employee Due Diligence
The buyer must review pharmacy employees. This includes pharmacists, second pharmacists, assistant pharmacists, technicians, support staff, cashiers and interns.
The buyer should examine employment contracts, SGK registration, wage records, overtime claims, annual leave balances, severance risk, notice rights, pending labor disputes, employee debts and staff discipline issues.
The Regulation on Pharmacists and Pharmacies covers pharmacy personnel, second pharmacists and assistant pharmacists, while general employment relationships are also governed by Labor Law No. 4857. Employees may create significant hidden liability if wages, overtime or social security records are incomplete.
If the pharmacy transfer includes employee continuation, the agreement should clearly regulate who bears responsibility for pre-transfer employee claims. If employees will be terminated before transfer, lawful termination and payment procedures must be followed.
13. Second Pharmacist and Assistant Pharmacist Compliance
High-volume pharmacies may be required to employ a second pharmacist depending on prescription number or turnover thresholds. The buyer should review whether the pharmacy currently meets or will soon meet the second pharmacist requirement.
If the pharmacy has high SGK volume or high declared turnover, staffing obligations may arise. İTS revenue declarations are relevant because turnover information may affect regulatory obligations and access to İTS.
The buyer should also check whether an assistant pharmacist is employed and whether their records, salary, attendance and training period are properly documented. Failure to comply with assistant or second pharmacist rules may lead to inspection risk after acquisition.
14. Tax and Accounting Due Diligence
The buyer should review tax records, VAT declarations, income tax or corporate tax records, withholding tax, payroll taxes, inventory records, e-ledger or accounting books, cash register records, invoices and stock valuation.
A pharmacy may show strong revenue but have tax risk if cash sales are not recorded properly, stock is not matched with invoices, expired products are not documented, or supplier returns are not reflected.
The buyer should coordinate with an accountant experienced in pharmacy transactions. The stock transfer, goodwill price, fixtures, lease deposit, employee settlements and SGK receivables may all have tax consequences.
15. Litigation, Enforcement and Debt Search
Before buying a pharmacy, the buyer should check whether the seller has pending lawsuits, enforcement proceedings, tax liens, bank attachments, supplier claims, employee claims, landlord disputes or administrative proceedings.
Even if these debts are personal to the seller, they may affect the transaction. For example, a creditor may have attachment over pharmacy stock, receivables or bank accounts. A landlord dispute may threaten the premises. A supplier claim may block future credit.
The sale agreement should include representations that the pharmacy assets are free of liens, attachments and third-party rights, except those disclosed in writing.
16. Inspection History and Administrative Risk
The buyer should request prior inspection reports from the seller and ask whether any deficiencies remain unresolved. Pharmacy inspections may cover licensing, premises, signage, storage, expired medicines, prescription records, İTS, staff, cold chain and controlled medicines.
If inspection deficiencies were recorded but not corrected, the buyer may inherit operational risk after transfer. The buyer should verify whether corrective action was taken and whether the provincial health directorate accepted the correction.
A pharmacy with repeated inspection findings may be less valuable than its revenue suggests. Administrative risk can affect future license security, SGK relations and professional reputation.
17. Online Sales, Advertising and Prescription Referral Risks
Due diligence should examine whether the pharmacy engages in unlawful online sales, prescription collection, WhatsApp prescription processing, courier-based prescription systems, product advertising or cooperation with physicians and clinics for prescription direction.
Law No. 6197 and the pharmacy regulation restrict online medicine sales and prescription referral practices. A pharmacy with high revenue may be risky if that revenue comes from unlawful prescription steering or informal digital medicine orders.
The buyer should review social media accounts, websites, WhatsApp business accounts, courier arrangements, clinic relationships, hospital proximity practices and product promotions. Any unlawful practice should be stopped before or immediately after transfer.
18. Goodwill and Patient Base Review
Pharmacy goodwill is valuable but fragile. It depends on lawful patient trust, location, service quality, stock reliability, SGK relationship, duty pharmacy practice and neighborhood reputation.
The buyer should distinguish between lawful goodwill and risky revenue. A pharmacy dependent on one doctor, one clinic, one hospital department, one medical tourism agent or one courier network may have unstable or unlawful income. If those relationships end after transfer, turnover may collapse.
A healthy pharmacy value should be based on lawful, sustainable and transferable business factors.
19. Sale Agreement Clauses
A pharmacy acquisition agreement should include strong legal protections. Important clauses include:
Condition precedent for license transfer approval,
Lease transfer condition,
Stock audit mechanism,
Exclusion of expired and unsaleable stock,
SGK deduction indemnity,
Tax liability indemnity,
Employee liability allocation,
Supplier debt disclosure,
No sham ownership representation,
No hidden partner representation,
No prescription referral representation,
Confidentiality,
Non-compete or non-solicitation where lawful,
Escrow or staged payment,
Administrative cooperation obligation,
Document delivery obligation,
Dispute resolution clause.
Because pharmacy transfer requires administrative approval, the agreement should not be drafted like an ordinary asset purchase contract.
20. Closing Checklist Before Payment
Before final payment, the buyer should confirm:
The buyer is legally eligible to operate the pharmacy.
The transfer procedure is approved or ready.
The license transfer path is clear.
The lease is transferred or new lease is signed.
Stock is counted and reconciled with İTS.
Expired products are excluded.
Controlled medicines are reconciled.
SGK liabilities are allocated.
Supplier debts are disclosed.
Employee claims are settled or allocated.
Tax records are reviewed.
Inspection deficiencies are corrected.
No sham ownership risk exists.
No hidden online sale or prescription referral system exists.
All documents are delivered.
Payment security is arranged.
Only after these steps should the buyer complete the transaction.
Frequently Asked Questions
Can anyone buy a pharmacy in Turkey?
No. A pharmacy buyer must satisfy the legal conditions required to open a pharmacy. Law No. 6197 states that the person who buys or takes over a pharmacy may receive a license in their own name only if they meet the statutory conditions.
Is a pharmacy sale completed only by private contract?
No. Law No. 6197 provides that pharmacy sales are carried out before the government physician and notary, and the buyer must obtain the license in their own name if legally eligible.
What is the biggest risk before buying a pharmacy?
The biggest risks are license transfer failure, lease transfer failure, hidden SGK deductions, İTS-stock mismatch, expired stock, hidden supplier debt, employee claims and sham ownership allegations.
Why is İTS due diligence important?
İTS records show lawful medicine movement. Stock that does not match İTS may create inspection, SGK and patient safety risks. TİTCK’s 2026 announcement also shows that İTS revenue declarations and access are operationally important.
Should SGK records be reviewed before buying a pharmacy?
Yes. SGK/MEDULA records, deductions, messages, unpaid receivables and audit risks should be reviewed carefully. SGK pharmacy supply relations are governed by current protocol arrangements, including the 2026 SGK-TEB protocol announcement.
Conclusion
Pharmacy due diligence in Turkey is essential before buying a pharmacy because pharmacy acquisition is not an ordinary commercial purchase. It is a regulated transaction involving pharmacy law, administrative approval, professional eligibility, medicine tracking, SGK reimbursement, lease rights, employees, tax, stock and public health obligations.
The buyer must first confirm legal eligibility and license transfer conditions. Law No. 6197 makes clear that a person who buys or takes over a pharmacy can receive a license only if they satisfy the legal conditions, and that pharmacy sales are conducted before the government physician and notary.
The buyer must then review the pharmacy’s real legal and financial condition. This includes lease transfer, premises suitability, İTS records, physical stock, expired medicines, controlled medicines, SGK/MEDULA risks, supplier debts, employee liabilities, tax records, inspection reports, online sales practices, prescription referral risks and sham ownership concerns.
The safest approach is to use a written due diligence checklist and a conditional sale agreement. Payment should be staged or secured until license transfer, lease transfer, stock reconciliation and key liability checks are completed. The buyer should not rely only on the seller’s turnover claims or goodwill statements.
In Turkey, the value of a pharmacy depends not only on location and revenue, but also on legal continuity. A profitable pharmacy with hidden SGK deductions, defective İTS records, lease problems or sham ownership risk may become a serious liability. A legally clean pharmacy, by contrast, gives the buyer a stable foundation for long-term professional and commercial success.
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