201 Ky. Admin. Regs. 2:470

Current through Register Vol. 51, No. 5, November 1, 2024

Section 201 KAR 2:470 - Change of ownership

RELATES TO: KRS 315.035(5), 315.036(1), 315.340(6), 315.350(4), 315.4104(1)

NECESSITY, FUNCTION, AND CONFORMITY: 315.191(1) authorizes the board to promulgate administrative regulations to regulate pharmacists, pharmacies, wholesalers, and manufacturers. KRS 315.035(5) requires that if there is a change of ownership of a pharmacy notice is to be provided by a buyer at least five (5) days prior to the date of sale and authorizes a buyer to operate under a seller's permit pending the application. This administrative regulation clarifies criteria in making determinations for when a change of ownership of a regulated entity is considered to occur for various business structures.

Section 1. Change of entity ownership requiring a new license or permit means:

(1) Partnership. For a partnership, the removal, addition, or substitution of a partner.

(2) Unincorporated sole proprietorship. For an unincorporated sole proprietorship, the transfer of title and property to another party.

(3) Corporation.

(a) For a corporation, the merger of the licensed corporation into another corporation or the consolidation of two (2) or more corporations, resulting in the creation of a new corporation.

(b) Transfer of corporate stock or the merger of another corporation into the licensed corporation does not constitute change of entity ownership; however, notification pursuant to Section 2 of this administrative regulation shall be provided within thirty (30) days of the transaction occurring.

(4) Limited liability company (LLC).

(a) For an LLC, the merger of the licensed LLC into another LLC or the consolidation of two (2) or more LLCs, resulting in the creation of a new LLC.

(b) Transfer of company stock or the merger of another LLC into the licensed LLC does not constitute change of ownership; however, notification pursuant to Section 2 of this administrative regulation shall be provided within thirty (30) days of the transaction occurring.

Section 2. Procedure.

(1) Written notice of the following shall be provided to the board no more than thirty (30) calendar days after the transaction occurs:

(a) A transfer of stock of greater than ten (10) percent in a non-publicly traded corporation which is the direct owner of an entity;

(b) A transfer of membership interest in an LLC which is the direct owner of an entity; and

(c) A change of corporate officer.

(2) Written notification shall include providing a copy of the purchase agreement if there is a stock or membership interest transfer. Purchase amounts and proprietary information may be redacted.

Section 3. Responsibility. A permit or license holder which has been served with a complaint and notice of hearing pursuant to KRS Chapter 13B for a pending disciplinary proceeding with the board of Pharmacy shall not change ownership until the issuance of a final order by the board or upon the agreement of all parties to the terms of a settlement.

201 KAR 2:470

50 Ky.R. 2091; eff. 10/23/2024.

STATUTORY AUTHORITY: 315.191(1)