Lawyer for the creation, incorporation, and transfer of health companies such as SISA

You are self-employed health professionals wishing to pool your skills in a structure adapted to the requirements of your sector? Do you wish to sell your healthcare company under the best conditions? Our lawyers specialized in the creation, formation and sale of SISA-type healthcare companies offer tailor-made support to practitioners.

Whether you are a doctor, physiotherapist, dental surgeon, or medical auxiliary, you can count on our expertise in health law.

The SISA is a legal structure designed to meet the needs of healthcare professionals working in multidisciplinary teams. This civil company allows receiving remuneration related to care coordination and redistributing all or part of these funds to its members.

Why choose our lawyers for the creation and constitution of health companies of the SISA type?

The creation of a SISA is a strategic approach to organizing the activity of a group of liberal healthcare professionals. This type of structure allows for effective coordination of care around the patient while optimizing human, material, and financial resources. Our lawyers specialized in the creation and constitution of SISA ensure that your healthcare company complies with legal obligations while optimizing its governance.

The SISA: what is it?

Created by the law of August 10, 2011, the Interprofessional Society for Ambulatory Care (SISA) is a civil company specifically designed for multidisciplinary health centers. Its main objective is to allow teams to practice in coordination and to access funding related to therapeutic coordination, in accordance with the provisions of the Interprofessional Convention Agreement (ACI).

The missions of the SISA include the pooling of resources to facilitate the professional activity of each partner and the implementation of common activities. These include patient coordination and therapeutic education, as well as interprofessional cooperation between health professionals. These activities are governed by decrees in the Council of State to specify their terms.

Funds received by the SISA can be used for several purposes to strengthen coordination and quality of care:

• compensation for health professionals (remuneration of members participating in meetings, development of protocols or public health actions);
• the recruitment of a coordinator (employee or service provider) to organize the activities of the structure;
• remuneration of external collaborators (payment of professionals intervening occasionally or regularly for specific actions);
• investment in coordination tools (funding of shared information systems and other devices facilitating collaboration).

Who can join a SISA?

Access to the capital of a SISA is strictly reserved for individuals practicing a medical or paramedical profession. The partners of a SISA are health professionals, in accordance with the Public Health Code. To create this type of health company, it is necessary to bring together at least two general practitioners or specialists and one medical auxiliary.

Certain professions, such as psychologists, osteopaths or psychotherapists, may nevertheless collaborate with a health center.

What are the steps to create a SISA?

Creating a SISA involves several steps:

• identify the members;
• draft and register the bylaws;
• open a professional bank account;
• publish a notice of incorporation;
• register the company;
• carry out an official advertisement.

A minimum of two doctors and one paramedical professional must be brought together to form the initial team. The articles of association define the operating rules of the company. Contact our firm of lawyers for the creation and incorporation of your SISA health company to ensure the compliance and precision of these documents. Once drafted and signed, the articles of association must be registered with the competent tax authorities.

Our experts in business law help you choose a bank and open an account in the name of the SISA for managing the company's finances. Then, we publish a notice in a legal announcement journal (JAL) in your department. The notice includes key information, such as the company name and registered office, the amount of capital, as well as the RCS and SIREN number of the SISA.

Similarly, we file the registration application with the Trade and Companies Register (RCS). The file includes the following documents:

• the original signed articles of association, with designation of the manager;
• the certificate of publication of the legal notice;
• proof of enjoyment of the premises;
• a certificate of no criminal record and of the manager's lineage;
• the identity documents of the partners;
• the duly completed CERFA M0 form;
• the declaration of beneficial owners;
• the payment of administrative fees.

The formation of the SISA must be announced in the Official Bulletin of Civil and Commercial Announcements, in accordance with legal provisions (Articles R 123-155 and R 123-157 of the Commercial Code).

Law firm for the formation and management of SISA health companies

The constitution of a SISA goes beyond its simple creation. It involves setting up a sustainable organization, capable of meeting the needs of health professionals and patients. Our team helps you define the roles of the partners, establish common management rules and provide mechanisms to resolve any disputes.

What is the role of the bylaws in a SISA?

We draft the bylaws and internal regulations of your healthcare company to ensure a clear legal framework, defining the rights and obligations of the partners, as well as the operating and majority rules. From registration to the filing of the bylaws, our lawyers specialized in the creation and constitution of SISA ensure compliance at every stage.

The drafting of the bylaws is an essential legal requirement to form a SISA. Beyond this obligation, these documents play a key role in securing relationships between partners and providing a clear vision of the company's operating rules. They include in particular:

• general information: company name, registered office, duration, corporate purpose, amount of share capital, distribution of shares and contributions of each partner;
• governance and decision-making: appointment of the manager(s), definition of voting rules at general meetings (required quorum and necessary majority) to avoid deadlocks in case of disagreement;
• the entry and exit of partners: conditions for approval for the arrival of new members and management of shares in the event of a partner's departure;
• specific situations: procedures in case of exclusion of a partner (conviction, striking off), death of a partner, etc.

During drafting, our team ensures that the bylaws respect the professional independence of the partners and guarantee the free choice of patients. In addition, our lawyers experts in business law can handle the approval of accounts, the maintenance of legal registers, and the filing of official documents.

We draft minutes for AGMs and EGMs and assist you in managing strategic decisions, such as admitting new partners or amending the articles of association. By engaging our lawyers for setting up health companies of the SISA type, you benefit from comprehensive support to ensure the compliance and viability of your company.

What are the responsibilities of the members of a SISA?

The formation of a SISA does not in any way modify the professional liability of its members. Each member remains fully responsible for the acts they perform in the course of their activity. With regard to financial liability, the members of a SISA are liable to third parties up to twice the amount of their contribution to the share capital.

The creation of a SISA does not preclude the use of other forms of companies to meet specific needs within a group structure. For pooling expenses or rents, it will be necessary to form a Société Civile de Moyens (SCM). For fee sharing, the Société d'Exercice Libéral à Responsabilité Limitée (SELARL) is the appropriate form.

Benefits of Using Our Team of Lawyers for the Sale of a SISA-type Health Company

The transfer of a healthcare company is an operation that involves several issues, whether legal, financial, or strategic. At Macfarlanes LLP, we analyze the situation of the company being transferred to determine its value and anticipate potential difficulties. We also prepare the sale or purchase contracts, including warranty clauses adapted to the needs of both parties (the transferor and the transferee).

We also handle formalities management, whether it be legal advertising, the transfer of shares or notification to third parties concerned. Our lawyers specialized in the transfer of health companies of the SISA type ensure a smooth transition, defending your interests during negotiations with buyers or sellers.