Simplified rules for the liberal professions: a major reform for their attractiveness

Applicable from September 1, 2024, the reform of liberal practice partnerships (SEL) will provide the 700,000 professionals practicing a regulated activity with a clearer, more attractive framework for practicing within a partnership. Here's a closer look at the new rules.

A simplification of existing rules

Published in the Journal Officiel on February 9, the ordinance concerning the practice of regulated liberal professions within a partnership or company has lightened the existing legislative framework. As a result of the proliferation of texts and successive reforms, the rules applicable to these players were becoming less intelligible.

The reform brings greater clarity to the industry by eliminating legal provisions and replacing them with a single text.

To this end, two laws have been repealed:

  1. The law of December 31, 1990 relating to the practice of liberal professions subject to a legislative or regulatory status or whose title is protected, in the form of companies, and to companies for the financial participation of liberal professions;
  2. The law of November 29, 1966 on professional non-trading companies.

What's new?

The reform does more than simply abolish legal provisions to simplify the legal framework for regulated liberal professions.

1. Creation of three families of regulated professions

Among the changes brought about by the ordinance is the creation of three families of regulated liberal professions:

  • healthcare professions,
  • legal or judicial professions,
  • technical and living environment professions.

2. Definition of "practicing professional

The term "practicing professional" used several times in the ordinance is also detailed. It refers to a " natural person qualified to exercise his or her profession, registered in France " in accordance with current legislation, and independently performing acts within the scope of his or her profession.

3. Prohibition on setting up ordinary companies

The ordinance introduces other changes concerning the activities of the liberal professions. At present, the legal professions can operate within ordinary companies(SARLs or SASs). From September 1, 2024, it will no longer be possible to create such structures. Professionals will be obliged to use SELs, but will be able to choose the form of their company (SELAFA, SELARL, SELAS, etc.).

Those already in business have until August 31, 2025 to comply with the new rule.

4. More flexible rules on double voting rights

Another new feature is the easing of restrictions on double voting rights. Several types of SEL may issue shares with double voting rights, provided certain conditions are met. At present, these restrictions do not apply when the majority of the SEL's capital is held by professionals practicing the same profession outside the company.

From September 1, 2024, restrictions will apply only to healthcare professionals. In other words, other SELs will be able to allocate shares with double voting rights unconditionally.

5. More flexible withdrawal procedures for SEL associates

The reform authorizes SELs to set out in their bylaws the terms and conditions governing the withdrawal of their associates, provided this does not run counter to the rules specific to each profession.