Partners · 03
Two advisers. Very different jobs.
Buyers routinely conflate these. Your accountant tells you whether the business is worth what you're paying and how to hold it. Your lawyer makes sure you actually get what you're paying for.
What they actually do
Two tracks, running in parallel.
Accountant
Adjust for owner salaries, related-party rent, one-off items and anything that won't continue after settlement. The normalised figure is what you're actually buying.
Check the split between PBS-subsidised dispensing, private scripts, services and retail, and look at script trends and prescriber concentration over time rather than a single year.
Within the entities permitted to own a pharmacy in Victoria, structure affects tax, asset protection and your eventual exit. Changing it later is expensive.
Debt service, stock replenishment, wages and the timing of PBS payments in the first months. Many buyers are profitable on paper and short of cash in week six.
A simple monthly reporting pack, aligned to your lender's covenants, so you know where you stand before the bank does.
Lawyer
Conditions precedent, warranties, deposit handling, adjustment mechanisms and what happens if approvals don't arrive in time.
Term, options, rent review mechanism, permitted use, make-good and the landlord's consent to assignment. The lease frequently deserves more scrutiny than the contract.
Company, personal property security, and licence searches to confirm the assets are unencumbered and the seller can actually sell them.
Victorian Pharmacy Authority premises approval and the separate PBS approval process, plus registration of the new ownership entity.
Stocktake, apportionment of rent and outgoings, transfer of the trading entity's obligations, and simultaneous release of funds.
A restraint that is enforceable in scope and geography, and correct treatment of accrued employee entitlements on transfer.
Where they fit
When in the process you need them
Your accountant should be involved as soon as you shortlist, so you don't spend weeks on a business the numbers never supported. Both advisers carry the load through due diligence and settlement.
Search
Shortlist
Matters most
Offer
Due diligence
Matters most
Settlement
Matters most
Before you engage one
Questions worth asking first
01
How many pharmacy transactions have you handled, and how recently?
02
Will you review the lease as well as the contract of sale?
03
What isn't included in your quoted fee?
04
Who exactly will do the work — you, or a junior under supervision?
05
What's your turnaround on a contract review once you receive it?
06
What structure are you recommending and why, and what would it cost to change later?
Costs
How they’re charged
| Fee structure | Usually paid by | What to watch |
|---|---|---|
| Fixed-fee transaction package | Buyer | A quoted amount covering a defined scope. Get the scope in writing: lease review and regulatory approvals are often excluded from the headline figure. |
| Hourly rates | Buyer | Charged by time in increments, usually with an estimate rather than a cap. Ask for a written estimate and to be told when it is about to be exceeded. |
| Separate lease review fee | Buyer | Commonly quoted apart from the contract review, and sometimes again for negotiating amendments with the landlord. |
| Searches and disbursements | Buyer | Third-party costs for title, company and personal property security searches, passed through at cost. |
| Ongoing compliance retainer | Buyer | A monthly or annual amount for bookkeeping, BAS, payroll and year-end work after settlement. Price this before you complete, not after. |
Structures vary. Confirm fees in writing before engaging.
FAQ
Common questions
Some groups offer both under one roof, but they are distinct disciplines with distinct professional obligations. What matters is that both roles are clearly scoped and that the person doing each has genuine pharmacy transaction experience.
Enquiry