SEL (liberal-profession company)
Formation of SELARL, SELAS, SELCA to practise through a company: articles of association, governance, allocation of share capital (limits for non-professionals), alignment with professional ethics.
→ Health · Sub-expertise
The legal structuring of a medical practice determines the mode of practice, taxation, transmission and development. SEL, SPFPL, SCM, SCP: each structure has its own specificities. We support healthcare professionals in choosing and setting up a structure suited to their project and compliant with professional ethics rules.
→ What we cover
Formation of SELARL, SELAS, SELCA to practise through a company: articles of association, governance, allocation of share capital (limits for non-professionals), alignment with professional ethics.
Liberal-profession financial holding company to hold shares in an SEL: tax optimisation (parent-subsidiary regime), facilitation of transmission, wealth structuring.
Pooling of resources (premises, equipment, secretarial support) without joint practice, preserving the professional independence of each partner.
Historic form allowing joint practice, retained for certain activities, with its own tax and social-security specificities.
Combination of structures (SEL + SCM, SEL + SPFPL) to optimise practice, resource-pooling and wealth, alignment with personal wealth-holding companies.
Transformation between forms, admission of new partners, departure of a partner, transmission to a successor or heir.
→ Our approach
01
Analysis of the project (mode of practice, number of practitioners, wealth-planning goals), of the ethical and tax constraints, and choice of the appropriate form.
02
Bespoke drafting of the articles of association incorporating the ethical specificities (independence, governance, allocation of share capital), and of the internal rules where applicable.
03
Deposit of the capital, signing of the articles of association, registration formalities, submission to the professional board for entry on the roll and review of the articles.
04
Day-to-day advice, management of changes (admission, departure of partners), alignment with wealth strategy, transmission.
→ Who we help
Structuring a practice of several practitioners as a SELARL: allocation of share capital, governance, management of slots, departure of a partner.
Formation of an SPFPL to hold the shares of an existing SEL: tax optimisation (dividend upstreaming), preparation of the transmission to the children.
Formation of an SCM to share premises, equipment and secretarial support between independent practitioners, without commercial integration.
Gradual transmission of a practice via an SPFPL: gift of shares with split ownership, alignment with the Dutreil pact and taxation.
→ Q&A
The SEL allows joint practice with sharing of fees (commercial integration). The SCM pools only resources, with each partner retaining their own activity and fees. The choice depends on the degree of integration sought and the development strategy.
Tax optimisation (parent-subsidiary regime allowing dividend upstreaming with near-exemption), facilitation of transmission (transferring the shares of the SPFPL rather than of the SEL), wealth structuring, and the ability to group several professional holdings together.
Professionals practising the same activity, and certain third parties within the strict limits set by law (other professionals in the sector, SPFPL, specialised funds). The rules differ by profession and change regularly. A case-by-case analysis is necessary.
The articles of association provide for the arrangements: pre-emption, approval, buy-back options, price conditions (by expert determination or by formula). The departure may be linked to retirement, cessation of practice or a conflict. Anticipatory planning avoids deadlocks and litigation.
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