Dentist: the SPFPL holding to structure and transmit

Quick answer. The SPFPL is a liberal-profession holding that owns the shares of your dentist SELARL. It mainly serves to buy back a practice with leverage: the holding borrows, then repays using the SELARL's dividends, almost exempt under the parent-subsidiary regime (taxation limited to a 5% share). It also prepares transmission. More than 50% of its capital must be held by practising dentists.

You practise through a SELARL and you hear about the SPFPL at every share-buyback or transmission project. This financial participation company is not a tax gimmick: it is a holding and leverage tool, governed by strict professional rules. This article explains why a dentist places an SPFPL above their SELARL, how leverage works, and how this structure eases the transmission of the practice. The angle is wealth-focused, distinct from the accounting of equipment that we cover in our article on the depreciation of the technical platform.

The SPFPL, a financial participation company for liberal professions, is a holding whose object is to own shares of liberal practice companies (SEL). For a dentist, it sits above the SELARL that runs the practice.

This structure is now governed by ordinance no. 2023-77 of 8 February 2023, which overhauled the practice of regulated liberal professions through companies. Its entry into force, on 1 September 2024, required articles of association to be brought into compliance before 1 September 2025. The ownership rule is clear: more than half of the capital and voting rights of a dentist's SPFPL must be held by professionals practising as dentists. The structure therefore stays in the hands of practitioners, not outside investors.

The primary purpose of the SPFPL is the buyback of shares on credit, in other words leverage. The mechanism is understood in four steps.

A practitioner who wants to buy a colleague's practice, or consolidate their own shares, creates an SPFPL. This holding borrows the sum needed to acquire the SELARL shares. Once owner, the SPFPL receives each year the dividends distributed by the operating SELARL. It allocates these dividends to repaying the loan.

The tax benefit lies in a precise point: the dividends flowing up from the SELARL to the SPFPL are almost exempt thanks to the parent-subsidiary regime (French Tax Code art. 145 and 216). Only a share of costs and charges of 5% remains taxable at corporate tax. The practitioner therefore repays the loan with lightly taxed dividends, whereas a direct buyback would have required paying dividends taxed at the flat tax of 31.4%. This gap is the heart of the advantage, as we illustrate in our article on the costed levers of a holding.

The parent-subsidiary regime is the keystone of the setup. Its conditions must still be met.

The SPFPL must hold at least 5% of the SELARL's capital and keep the shares for at least 2 years. When these conditions are met, the dividends received are exempt from corporate tax except for a 5% share of costs and charges, reintegrated into the holding's result. On a dividend of 100,000 EUR flowing up to the SPFPL, taxation therefore applies to only 5,000 EUR, a very low corporate-tax cost.

If the SPFPL holds at least 95% of the SELARL and both companies are subject to corporate tax, tax consolidation is even possible (French Tax Code art. 223 A): the share of costs and charges then falls to 1%, and results offset each other within the group. This additional optimisation is detailed in our article on tax consolidation.

The second major use of the SPFPL is preparing the transmission, whether a sale to a colleague or a family transfer.

The holding eases the gradual entry of a buyer into the SELARL's capital, or the staggered buyback of a departing partner's shares. It also helps organise transmission to practitioner children. The gift of SELARL or SPFPL shares benefits from the allowance of 100,000 EUR per parent and per child, renewable every 15 years (French Tax Code art. 779), and can be combined with split ownership: the practitioner keeps the usufruct and transmits the bare ownership, valued under the scale of article 669 of the Tax Code.

For the transmission of the professional tool itself, the Dutreil pact (French Tax Code art. 787 B) can exempt 75% of the value of the operating SELARL's shares, subject to a holding commitment. Beware, however: this scheme targets the liberal activity actually carried on, and its application to a purely passive SPFPL is restricted. We calibrate this point case by case in our article on the 2026 Dutreil pact.

The SPFPL is not an automatic setup. It requires conditions and carries constraints to weigh.

It first implies its own accounting, annual accounts and agreements to formalise between the holding and the SELARL. It then requires a SELARL able to distribute regular dividends sufficient to repay the loan: insufficient profitability collapses the leverage logic. Finally, it demands strict compliance with the professional ownership rules from the 2023 ordinance, on pain of non-compliance.

The setup makes full sense above a certain scale: a significant share buyback, the consolidation of several practices, or a transmission organised over 10 to 15 years. For an isolated practitioner with no acquisition or transmission project, the SPFPL adds costs without real counterpart.

In the dentist files we support, the SPFPL is never an end in itself: it answers a precise project. The leveraged buyback of a practice is the most convincing case. The holding borrows, the parent-subsidiary dividends repay, and the practitioner acquires a professional asset with controlled flow-up taxation.

The second case is transmission, where the holding acts as a clearing house between generations or between partners. We rule out the SPFPL, on the other hand, when it is offered as an abstract optimisation, with no acquisition or transmission project: the structure costs and professional formality are then not justified. The right sequence is to start from the wealth project, not from the structure.

A practitioner we support wanted to buy back the 50% of shares of her departing partner, valued at 240,000 EUR. A direct buyback would have required her to distribute heavily taxed dividends at the 31.4% flat tax to finance the acquisition. We set up an SPFPL that borrowed the sum over 7 years. Each year, the SELARL passes a dividend up to the holding, taxed only on a 5% share under the parent-subsidiary regime, and this dividend repays the loan instalment. The saving in tax friction, compared with a direct buyback, represented several tens of thousands of euros over the life of the loan.