Lawyer specializing in SCM, GIE or GCS companies

Are you a radiologist or dental surgeon and wish to create a cooperative company? Are you considering pooling your material or human resources to optimize your costs while complying with current regulations? At Macfarlanes LLP, our lawyers specialized in the creation, formation, and transfer of SCM, GIE, or GCS are at your disposal.

For liberal healthcare professionals, these structures offer undeniable advantages: cost sharing, better organization of activities, member independence, etc. By pooling premises, equipment, and certain services (secretariat, maintenance, etc.), members reduce their fixed costs. Despite the pooling of resources, each associated professional retains their autonomy in the exercise of their practice.

Why use our law firm for the creation of an SCM, a GIE or a GCS?

Creating a shared services company or a cooperation group involves structuring decisions for your activity: choice of legal status, definition of operating rules, allocation of responsibilities among partners. Our lawyers specialized in creating shared services or cooperation companies SCM, GIE, and GCS master these issues and guarantee you comprehensive support.

Advantages of creating a société civile de moyens (SCM)

Creating an SCM offers many benefits for liberal professionals:

• pooling of equipment, premises or administrative staff;
• sharing of operating costs between partners;
• access to technical or human resources often inaccessible individually.

For example, an SCM can allow the collective purchase of a practice, the acquisition of expensive equipment or the hiring of a secretary for members. Although members share operating costs and use common resources, they retain their professional autonomy. They do not share their clientele or their profits, which guarantees their complete independence.

Advantages of creating an economic interest grouping (EIG)

The GIE allows several companies to collaborate without losing their autonomy. This collaboration can include the establishment of common services (purchasing centers, research laboratories, etc.) and the pooling of human, material or financial resources, enabling savings.

Furthermore, the GIE can promote the establishment of common technical standards or the creation of an ecosystem. It is easy to create: no minimum capital required; it can operate through periodic contributions. Upon registration with the RCS, it acquires legal personality, thus having assets separate from those of its members.

The missions of a healthcare cooperation group (GCS)

According to Article L. 6133-1 of the Public Health Code, GCSs are tasked with facilitating, improving or developing the activities of their members. Their scope of intervention includes coordinating the actions of medical and non-medical professionals, whether they are employees of the GCS or associate members (liberal professionals or those from member establishments).

GCS also have the mission of managing, on behalf of members, shared equipment (operating theaters, imaging services, or in-house pharmacies). They may also hold authorizations to operate heavy equipment or provide specific care activities. A notable feature of GCS is their ability to directly employ staff.

Our support in choosing the appropriate legal structure

The advantages of these structures can only be fully exploited by respecting a clear and solid legal framework. That is why calling on our specialized lawyers in the creation of SCM, GIE, and GCS is essential to determine the legal regime that best suits the partners' objectives. For example, an SCM is ideal for sharing costs between practitioners without affecting their own income,

On the other hand, a GIE allows going beyond sharing resources to develop common economic activities. As for the GCS, it is more suited to structures wishing to coordinate health activities between public and private establishments. Our experts in corporate law will guide you in choosing the most relevant legal form based on your short and long-term objectives, as well as your tax and organizational constraints.

Why choose our lawyers for setting up an SCM, GIE or GCS

The formation of a means company or a cooperative group involves the drafting of a legal document, the "articles of association". This document represents the backbone of your company or group. It defines the operating and decision-making procedures, the rules for the distribution of profits and costs, and the rights and obligations of the partners.

Drafting the bylaws: a legal obligation

Whether it is to share resources, reduce costs, or strengthen professional ties, the articles of association must contain key information. These include the corporate name, corporate purpose, duration of the company, amount of share capital, as well as the terms for distributing profits and losses.

Each clause of the articles of association plays a decisive role and requires in-depth analysis. Our lawyers specialized in setting up SCMs, GIEs, and GCSs draft clear, precise, and personalized articles of association to prevent the risk of future disputes between members.

The formation of these structures also involves numerous administrative procedures, including:

• the drafting and publication of legal notices;
• registration in the trade and companies register;
• the filing of documents with the court registry.

Our law firm handles these formalities in their entirety, in order to free you from any administrative burden.

The SCM: required conditions, operation, and tax regime

To set up an SCM, at least two people (individuals or legal entities) are required. The partners must practice a liberal profession, regulated or not, and may belong to different professions. Members are indefinitely and jointly liable for the company's debts, but this liability is not joint and several.

Regarding the share capital, the law imposes no minimum. The partners can make contributions in cash or in kind and freely set the amount. The operation of the SCM is based on the rules established by the articles of association. The management of the SCM is ensured by one or more managers, designated in the articles of association.

These may be natural or legal persons, whether or not associated with the company. If no manager is appointed, all members are presumed to manage it. The SCM is not subject to corporate income tax (CIT). Any profits are directly taxed at the level of the partners, in proportion to their shares in the company.

The economic interest grouping (GIE): formation and operation

The GIE may be formed by individuals or legal entities, for a fixed term, with no requirement for share capital. Its members may make contributions in cash, in kind, or in industry. The constitutive contract, equivalent to the articles of association for a company, is the central element. Once the contract is signed, it must be published with the RCS to grant the GIE legal personality.

The GIE is managed by one or more administrators (individuals or legal entities), appointed according to the rules set out in the constitutive contract. These administrators act within the limits of the powers conferred on them. In the absence of contrary stipulation, members are jointly liable for the debts of the GIE.

The GCS: composition, legal nature, operation and financing

A GCS may be formed between different healthcare actors, including:

• health establishments (public or private);
• medico-social structures;
• self-employed medical professionals, provided they comply with their contractual obligations with any partner establishments.

Participation in the GCS is conditional upon authorization from the director of the regional health agency (ARS) when other professionals or organizations wish to join.

As with the GIE, the operation of the GCS is defined by a founding agreement. GCSs can be created with or without initial capital. They have legal personality and pursue exclusively a non-profit purpose. Their legal status depends on their composition. For example, if all members are public, the grouping is a public law legal entity.

Contact us to establish the operating and governance rules

Our lawyers specialized in setting up companies of means or cooperation SCM, GIE, GCS support you to:

• set the decision-making procedures (simple majority, qualified majority, unanimity);
• define the responsibilities and obligations of the members;
• organize general meetings and decision-making meetings.

Macfarlanes LLP guarantees compliance with deadlines and regulatory requirements.

Advantages of consulting our lawyers for the transfer of an SCM, GIE or GCS company

The transfer of a company or group requires an analysis of the legal, tax and financial implications. This operation may occur for various reasons: departure of a partner, evolution of professional objectives or simply a desire to sell. Our lawyers specialized in the transfer of SCM, GIE or GCS ensure a smooth and secure transition for all parties involved.

The transfer of an SCM, GIE, or GCS raises many strategic questions:

• what are the tax implications of the transfer?
• how to distribute the shares or rights between the remaining members and the assignee?
• what agreements are necessary to ensure business continuity?

Our experienced lawyers in health law carry out a preliminary audit of the company or group to identify sensitive points and anticipate potential obstacles. Specifically, we examine the bylaws, clauses, current contracts (leases, service contracts, etc.), and legal obligations related to the structure.

Certain bylaws may impose restrictions (approval of partners, specific conditions). Our team of experts checks these provisions to avoid any legal deadlock. Then, we determine the real value of the transferred assets, whether they are partnership shares, equipment or real estate.

Most structures require approval by the general meeting (GM) or prior consultation of the partners to validate the transfer. Our firm of lawyers specialized in the transfer of SCM, GIE or GCS assists you in all these steps, ensuring compliance with formalities and avoiding disputes between members.