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HONG KONG DRUG LICENSING

If my company is acquired by another company, will my pharmaceutical licence automatically transfer to the acquiring company?

A complete explanation of the regulatory basis, Drew Tang’s recommendations and risk alerts. The original material dates from 2025; read it alongside the latest official requirements.

Original guide, 2025 edition: These FAQs are provided for topic-based reference and have not all been individually checked against current rules. Please confirm fees, personnel, renewal, changes and product requirements against the professional in-depth guide for the relevant licence type and the official requirements in force at the time.

Drug Office, Department of Health Chinese Medicines Board

Q425 · Category I: Renewals, changes and penalties for non-compliance (Q401-Q450)
No. A pharmaceutical licence is not transferable. A licence is granted to the legal entity that made the original application (that is, your company). If your company is acquired, there are usually two scenarios. The first is a share acquisition: the purchaser buys shares in your company, which remains the same legal entity, although its shareholders change. In this case, the licence remains with your company, but you must notify the regulatory authority of changes to directors and shareholders as required. The second is an asset acquisition: the purchaser buys only the business assets (such as stock and equipment) and operates through its own company. In this case, the purchaser must apply for an entirely new licence in the name of its own company.

📘 Regulatory basis

Both the Pharmacy and Poisons Ordinance and the Chinese Medicine Ordinance establish the principle that licences are non-transferable. A licence is tied to a specific licensee and licensed premises.

📗 Drew Tang's recommendations

Licence issues must be a central consideration in any M&A transaction. Rengangyongsheng (Hong Kong) Limited has provided compliance due diligence and post-transaction integration advice for numerous M&A cases, helping to ensure a smooth transition or reapplication for the licence.

📕 Risk notice

It is a major misconception to think that a licence can be “bought and sold” along with a business. If the acquiring company takes over operations without first obtaining a new licence, it will be operating without a licence, with very serious consequences.

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