Many people turn to entrepreneurship as a means to earn more. Professionals, after experiencing the tedious routine of working for a company, have opted to venture into starting their own businesses. This is the same trend among pharmacists all over the country. How does one open an independent pharmacy in California? Here are some basic facts about professional pharmacy corporations: 

What is the Definition of a Pharmacy Corporation? 

A pharmacy corporation is another type of professional corporation. In order to legally operate, an independent pharmacy has to be registered with the California Secretary of State. A professional pharmacy corporation is engaged in rendering the professional services of dispensing pharmaceuticals.  

Which California Government Agency Regulates Pharmacy Corporations? 

The California Corporations Code §13401(b) states that all professional corporations registered with the California Secretary of State must abide by the rules and regulations of the corresponding government agency that manages their specific profession. For pharmacy corporations, it is the California State Board of Pharmacy that regulates them.  

What Laws Regulate the Formation of Pharmacy Corporations in California? 

Pharmacy Corporations must abide by the following State laws and codes: 

1. California Corporations Code – §13401(b)  

1. Business and Professions Code – California Business and Professions Code, Section 3160  

1. California Code of Regulations – Title 16, Division 17 

Where Can We Get Access to a Comprehensive Resource of all the Laws and Regulations Related to Professional Pharmacy Corporations? 

If you need to read more about the laws and codes that are related to the formation of independent pharmacies in California, you can go directly to this link: 2018 Lawbook for Pharmacy 

Who Can be Buy Stocks in a Pharmacy Corporation in California? 

The shares in a pharmacy corporation may only be sold to licensed persons. A lay or an unlicensed person cannot own any shares of a pharmacy corporation. A licensed pharmacist, on the other hand, can be a stockholder in more than one professional corporation in California.  

Are there Guidelines to Follow When Naming an Independent Pharmacy in California? 

When choosing a business name for your independent pharmacy, make sure that the name complies with California Business and Professions Code 4152. Pharmacy corporations are allowed to have business names that contain words that express the professional services that they provide, such as “pharmacist,” “pharmacy,” or “pharmaceutical.” A pharmacy corporation’s business name should also have words or abbreviations that denote its corporate existence.  

Are Pharmacy Corporations in California Allowed to Use Doing-Business-As Names? 

Doing-Business-As names, also known as fictitious names, are business names used by companies besides the official name they are registered as. Pharmacy professional corporations are allowed to use fictitious business names.  

Are Pharmacy Corporations Required to have a Certificate of Registration? 

Pharmacy corporations are regulated by the California Board of Pharmacy as required by the California Corporations Code §13401(b). However, this does not mean that pharmacy corporations need to be registered with the California Board of Pharmacy. Independent pharmacies may operate without a certificate of registration from the Board.  

What Type of Corporation can Independent Pharmacies in California Form? 

Pharmacists in California can only incorporate as professional pharmacy corporations. They are not allowed to form any other type of corporation.  

Are Pharmacists Allowed to Form Limited Liability Partnerships (LLPs) and Limited Liability Companies (LLCs)? 

In many states across America, professionals are allowed to start their businesses with a Limited Liability Partnership or a Limited Liability Company structure. However, California deviates from the other States in this matter because it does not allow certain businesses offering professional services to operate as an LLP or LLC. Pharmacies are among those businesses that are prohibited from doing so.  

Does the Officer or Director of a Pharmacy Corporation Have to Be a Licensed Pharmacist? 

The officers and directors of a pharmacy corporation in California depend on the number of stockholders in the company. Moreover, all directors, shareholders, and officers of a pharmacy corporation must be licensed pharmacists. The assistant secretary and assistant treasurer may not necessarily be licensed pharmacists.  

It is important to keep in mind that there are exceptions to the rule. Pharmacy corporations that only have one stockholder can have only one director as well. That same stockholder in the company may serve as the director, the president, and the treasurer of the corporation. In this kind of situation, the other officers of the corporation do not need to be licensed pharmacists.  

In a situation wherein the pharmacy corporation only has two shareholders, the company only needs two directors and they may be those two shareholders themselves. The offices of the president, vice president, secretary, and treasure may also be filled by those two shareholders. 

If I Revise the Business Name of My Company in the Future, Will I Need to Inform the Board of Pharmacy? 

Successful businesses are those that continue to evolve. Sometimes, this evolution includes a change in the business name. If you do decide, in the future, to change the name of your company, there is no need to inform the Board of Pharmacy. The new name, however, must still comply with the State name-style requirements.  

CLIENT QUESTION 

Hello! 

I am a pharmacist based in Long Beach, California. My colleagues and I have been planning to start a business. We were wondering how to open an independent pharmacy in California. Do we really need to hire a corporate lawyer, or can we do it ourselves? I’ve heard from other friends about this step-by-step guide on the Internet on how to incorporate a company. We’d love to hear your thoughts! 

Our Answer on How to Open an Independent Pharmacy in California 

The fact is that there are many resources online that talk about the steps to forming a corporation. Our website alone is rich in content on this topic. However, we do not recommend starting a business without the help of a corporate attorney.  

To put things in perspective, imagine having symptoms like stomach ache, vomiting, and diarrhea. You can Google these symptoms and a plethora of diagnoses can show up. Although it’s possible that one of those diseases or conditions that show up is actually what you’re experiencing, there is no assurance that you’ll pick the right one. The worst thing that could happen is that you self-medicate and end up sicker than before! It’s the same with forming corporations. Yes, you may look up resources online as guides, but there is no assurance that you’ll go through the incorporation process correctly. The worst thing that could happen is that your company will be facing corporate and legal problems that could cost you thousands of dollars to address.  

In summary, there is no wiser way to form any professional corporation in California than to seek the help of an expert.  

How to Open an Independent Pharmacy in California? Ask an Expert! 

If you want to look for a corporate lawyer that specializes in forming professional corporations for pharmacists, we can most definitely help you. Incorporation Attorney is a team of trusted legal experts that are widely experienced in forming pharmacy corporations. We can help you open an independent pharmacy in California. Call us today to talk to our specialists! Click here!