Underway for the past year, the reform of sociétés d'exercice libéral (SCP), which will come into force on September 1, 2024, essentially restates the current rules, while providing greater visibility and a few additions. Here's what you need to know about the evolution and forthcoming changes to the regulations governing sociétés civiles professionnelles (SCP).
Change of legal form
Changing the legal form of a company involves complying with certain conditions and formalities, depending on the original legal form and the new legal form in question. At present, in the absence of any legal provision, the transformation of a société civile professionnelle can be decided by the partners, in accordance with the majority rules laid down in the bylaws.
In accordance with theOrdinance of February 8, 2023 on the joint practice of regulated liberal professions, as of September 1, 2024, the decision to transform an SCP into a company of a different form will require the approval of two-thirds of the partners, unless otherwise stipulated in the bylaws. Article 30 of the ordinance adds thata Conseil d'Etat decree may, for each profession, impose the majority required to change from an SCP to a société pluri-professionnelle d'exercice (SPE). As a reminder, SPEs, introduced by the law of August 6, 2015, enable the practice of several regulated liberal professions within a single structure.
The case of single-member SCPs
An SCP is a partnership whose purpose is to enable its members to practice their profession jointly, and to share the income generated by their activity. It must comprise at least two partners.
When the company is made up of a single partner, it is referred to as a "société civile professionnelle unipersonnelle". In this case, the SCP is not automatically dissolved. However, any person who finds that the situation has not been rectified within one year may request that the partnership be dissolved. The ordinance of February 8, 2023 extends this period to 2 years. The court hearing such an action may even extend this period to 3 years, compared with 6 months at present.
This change gives the sole partner more time to regularize the situation by finding one or more other partners, or by changing legal form. Changing legal form is not without consequences. Before taking this decision, it is advisable to seek the services of professionals such as chartered accountants. The role of these specialists is to help managers choose the right legal form for their project and their skills. They can also answer questions about the implications of changing legal status.
The new rules defined by the ordinance are designed to make the applicable provisions clearer, to simplify the transfer and end-of-life of non-trading companies, and to specify certain operational safeguards to reinforce the protection of professionals' independence.