Specialist lawyer for SELAS, SELARL or SCP companies

You are a medical specialist and want to practice in an individual practice or group? Do you want to start your activity under the best conditions? Are you considering transferring your specialized gynecology-obstetrics clinic or selling your dental center? You can count on our lawyers for the creation, formation or transfer of SELAS, SELARL or SCP.

We put our expertise in health law at your service to support liberal professionals in managing formalities. Whether you are a doctor, pharmacist or nurse, Macfarlanes LLP offers personalized assistance for each of the steps to follow.

Law firm for creating a practice company such as SELAS, SELARL, or SCP

Unlike the SASU, the EURL, or the micro-enterprise, liberal practice companies (SELAS or SELARL) and SCPs are structures specifically intended for liberal professions. Their creation is a decisive step for practitioners wishing to practice their activity in collaboration with other colleagues.

These companies offer the possibility for several professionals to join forces in order to pool their means and resources, thus promoting economies of scale. Their main objective is to reduce professional expenses by sharing common costs among the partners. Some of these legal forms also allow billing under a single brand and integrating investors within the professional group.

Liberal practice companies (SEL): SELAS and SELARL

Reserved for regulated liberal professions, the SEL more broadly governs the activity of the practitioners involved. It notably allows billing in the name of the SEL, integrating investors, and distributing profits among the partners.

There are four types of SEL:

• the SELAS (a variant of the SAS);
• the SELARL (a variant of SARL);
• the SELCA (a variant of the SCA);
• the SELAFA (a variant of the SA).

The simplified joint-stock professional practice company (SELAS) and the limited liability professional practice company (SELARL) are the most commonly used. While the professional practice company in the form of a public limited company (SELAFA) and the professional practice limited partnership with shares (SELCA) are often less chosen by professionals.

Specificities of SELARL and SELAS

In a SELARL, the distribution of profits is quite flexible. They can be taxed personally or not distributed to avoid taxation. It is possible to defer the taxation of the contribution capital gain upon creation. There are additional costs, particularly for the transfer of shares. The single-member SELARL is by default taxed under the controlled declaration regime (BNC, Income Tax).

On the other hand, with the SELAS, the manager is protected socially as an assimilated employee, although they do not contribute to unemployment insurance. There is great statutory freedom. The number of shareholders is unlimited. Dividends are paid at the end of the financial year, regardless of the result.

Who can opt for a liberal practice company?

SELs, notably SELAS and SELARL, are capital companies formed by the contribution of partners. Each partner is responsible only to the extent of their contribution. They can only group together professionals practicing the same activity. A doctor, for example, cannot partner with a physiotherapist. The majority of shares must be held by professionals in the relevant discipline, although in some cases, they are not required to work in the company.

Accounting for liberal practice companies

SELs are generally subject to corporate income tax (IS). However, they may opt for income tax (IR) for the first five years by choosing the partnership regime. If the SEL is subject to IS, accrual accounting must be maintained, meaning transactions are recorded on the invoice date, whether for purchases or services.

However, companies eligible for the simplified real regime and those subject to income tax may opt for cash accounting. This takes into account the dates of money inflows and outflows from the bank account. For companies subject to income tax (IR), each partner must file a 2035 declaration for their share of the profit, calculated based on their capital contribution. Profits can then be reinvested or redistributed in the form of dividends, according to the partners' decisions.

The Professional Civil Company (SCP)

With SELs, the SCP is one of the options allowing liberal professionals to partner. Its creation requires respecting several conditions and restrictions. A minimum of two partners is required. There is no minimum share capital. The company must be managed by one or more managers.

The shares must be allocated only to professionals practicing their activity. Contributions can be made in cash, in kind, or in industry. The partners must commit to practicing exclusively within the SCP and cannot work for other companies or in their own name. By default, all partners are managers and have the status of self-employed worker. Those who are not managers cannot be employees of the company.

All partners are personally responsible for their professional acts and bear unlimited and joint liability for the company's debts. Unless otherwise stipulated, each partner has one vote in decisions, regardless of their capital contribution, and profit distribution is also done equitably.

Unlike the SEL, the profits of an SCP are directly taxed in the name of the partners. They must declare their share of profits in their personal income tax returns. However, an option for corporate income tax (IS) is possible.

Choose Macfarlanes LLP for the creation of your SELAS, SELARL or SCP

Each form of company has advantages and constraints. The liability of partners in a SCP is much greater than in a SEL. Moreover, unlike SELAS and SELARL, the SCP does not allow accepting non-professional shareholders, even if they are minority.

On the other hand, it promotes equality among partners, as all have the same rights regardless of the size of their capital share, which can be an attractive criterion for those committed to fairness. To determine the appropriate legal form for your needs and project, we help you answer the following questions:

• Do you wish to practice alone or in a group?
• What are your financial goals?
• What are the specific risks related to your activity?

Thus, our lawyers specialized in the creation of SELAS, SELARL or SCP will guide you in the choice of the legal structure that best suits your professional objectives.

Law firm for setting up a SELARL, SELAS or SCP practice company

The formation of a liberal practice company involves key steps, including drafting the articles of association, making contributions, and registering with the competent authorities. This technical process engages your liability, impacts your finances, and determines the smooth operation of your company. Using our lawyers for the formation of your SELAS, SELARL or SCP allows you to ensure the compliance of your articles of association with legal and ethical requirements.

Drafting and validation of the articles of association for your practice company

Your company's bylaws constitute its founding act. They define the internal operating rules (distribution of powers, rights and obligations of shareholders, dissolution conditions, etc.) and must be drafted with impeccable legal precision.

The key points to include in your bylaws include:

• the corporate purpose;
• the distribution of share capital;
• specific clauses.

The corporate purpose must be strictly limited to the exercise of the relevant liberal profession. Any ambiguity could lead to penalties or a refusal of registration. Our law firm also advises you on the optimal structure based on the number of partners and their contributions.

Certain liberal professions require specific clauses, such as the prohibition on practicing another activity or the conditions for transferring shares. Our role is to draft articles of association that comply with current legislation and to anticipate conflict situations to protect the interests of all partners. We also handle the submission of the articles for validation by the relevant professional bodies.

Management of contributions and formation of share capital

The formation of share capital is a key step in creating a professional practice company.

It involves the contribution of assets by the partners:

• cash contributions;
• contribution in kind;
• contribution in industry.

The sums of money paid by the partners must be deposited in a blocked bank account before registration. In-kind contributions (equipment, premises, furnishings, but also clientele) require a precise valuation to avoid any subsequent dispute. As for contributions in industry, they correspond to the skills or services provided by a partner, but do not directly contribute to the share capital.

Our team of lawyers specializing in corporate and business law ensures the valuation and validation of in-kind contributions and drafts the necessary documents to govern contributions in industry. We also ensure that the amount of share capital complies with legal requirements and is adapted to your activity.

Administrative and regulatory formalities

Setting up a liberal exercise company involves several administrative procedures and legal steps:

• registration with the Trade and Companies Register (RCS) to formalize the legal existence of your company;
• the publication of a notice of incorporation in a legal announcements journal to inform third parties;
• validation of the articles of association and the legal form of the company by the competent professional order.

By calling on our lawyers to set up your SELAS, SELARL or SCP, you benefit from our expertise in business law and corporate law. We can ensure coordination with the competent bodies, notably the Orders of your liberal professions, and manage interactions with third parties (banks, registry, etc.) to speed up the process.

Law firm for the transfer of practice companies such as SELAS, SELARL or SCP

The transfer of a liberal practice structure is an operation that involves valuing shares or stock, drafting contracts, and transferring rights and obligations. Our lawyers specialized in the transfer of SELAS, SELARL or SCP guarantee a secure and fair transaction between the seller and the buyer.

In terms of professional ethics, professional orders may impose specific conditions, particularly regarding the transfer of patient records or continuity of care. The valuation of the company must reflect its real value, taking into account its assets, liabilities and prospects. The transferee must obtain the necessary authorizations from the authorities and the relevant order to practice in the company.

Our lawyers and financial partners carry out a detailed audit of the company's accounting and asset elements. Current contractual commitments (leases, partnerships, supplier contracts) can impact the valuation and must be taken into account. The value of the company often depends on the loyalty and size of its clientele, as well as the company's reputation.

We provide a precise and transparent evaluation report and identify any legal obstacles to the transfer (ongoing litigation, non-compliance, etc.). The transfer agreements govern the transfer terms and protect the rights of both parties. These documents specify the items transferred (shares, business assets, equipment, etc.). The payment terms (amount, schedule, guarantees) are clearly established.

We include a non-compete clause in the transfer deed to prohibit the transferor from creating a similar structure within a defined geographic or temporal scope. The transfer contract may also include an asset and/or liability guarantee clause. The transferor guarantees to the transferee the accuracy of the financial and legal information provided.