Professional Companies: SEL and SPFPL Explained

Réponse rapide. The société d'exercice libéral (SEL) lets a regulated professional practise through a capital company subject to corporate income tax. More than half of the capital and voting rights must stay with the practising professionals. The SPFPL is the holding company that sits above these SELs. Current framework: ordonnance no. 2023-77, in force since 1 September 2024.

A doctor, a lawyer, a dental surgeon or a chartered accountant leaving sole practice quickly faces a concrete question: which company form to choose, and how to respect the ownership rules that govern regulated professions without losing control of the practice. The société d'exercice libéral answers that need, but it follows a special legal regime layered on top of ordinary company law. And as soon as you plan to group several practices or prepare a handover, the SPFPL comes into play.

This framework was thoroughly overhauled. Since 1 September 2024, ordonnance no. 2023-77 of 8 February 2023 has rewritten the entire regime and now sorts regulated professions into three families: health, legal and judicial, technical and living environment. The structuring principles remain stable, but the details matter. Here is how we support our professional clients in structuring their practice.

The SEL is a capital company reserved for members of a regulated profession, meaning one governed by a legislative statute or whose title is protected: doctors, lawyers, notaries, chartered accountants, vets, architects, nurses, physiotherapists, dentists and so on. It allows the professional to practise within a capital structure while complying with the deontological rules of the relevant order.

It comes in four forms, modelled on standard commercial companies:

• the SELARL, based on the SARL (the most common form among professionals);
• the SELAS, based on the SAS;
• the SELAFA, based on the public limited company;
• the SELCA, based on the partnership limited by shares.

The key difference from an ordinary commercial company lies in capital ownership. More than half of the share capital and voting rights must be held, directly or through an SPFPL, by the professionals practising within the company. This rule, set by ordonnance no. 2023-77, exists to protect professional independence. The remainder can, depending on the profession, be opened to outside shareholders (former practitioners, beneficiaries, other professionals), within limits fixed by a decree specific to each profession.

Choosing between SELARL and SELAS is the most frequent trade-off. It turns mainly on the director's social security status and on governance flexibility. Both forms are automatically subject to corporate income tax, with a reduced 15% rate on profits up to 42,500 euros, then 25% above.

In practice, the majority manager of a SELARL falls under the self-employed regime (TNS): contributions are lighter, but so is social cover. Conversely, the chairman of a SELAS is treated as an employee, better protected but more expensive. The real tipping point is often dividends: for a majority manager of a SELARL under the TNS regime, the portion of dividends exceeding 10% of the share capital (including share premiums) plus the partner's current account is reintegrated into the contribution base, under article L131-6 of the Social Security Code. In a SELAS, dividends escape this rule.

This is the most significant change of recent years, and it still surprises many practitioners. Since the taxation of 2024 income, the remuneration received by SEL partners for their professional activity within the company is taxed in the non-commercial profits category (BNC, bénéfices non commerciaux), no longer as wages and salaries. The exception: if the activity is carried out under a genuine relationship of subordination towards the company, the remuneration remains taxed as salary. This principle is set out in French tax doctrine, notably ruling BOI-RES-BNC-000136.

In concrete terms, the practitioner must now keep BNC accounts for that portion of income, file a no. 2035 return when the controlled-declaration regime applies, and separate this technical remuneration from corporate-officer duties (management, chairmanship), which remain taxed under the directors' regime. We systematically secure this point within the accounting of a liberal profession, because the boundary between technical remuneration and officer remuneration has become decisive.

The SPFPL, a financial holding company for liberal professions, is the holding vehicle of the professional world. Its purpose is to hold shares in SELs practising the same profession (or, for some families, related professions). It too is set up as a capital company and must have the majority of its capital and voting rights held by professionals practising the relevant profession.

It serves several functions:

1. grouping several SELs of the same group and channelling dividends upward while limiting taxation through the parent-subsidiary regime;
2. organising the gradual entry of a partner or the exit of a colleague going into retirement;
3. preparing the transfer of a practice, notably through a buyout structure;
4. pooling financing (acquiring premises, equipment or a patient base).

The SPFPL is registered on the list or register of the relevant professional order and must send it, once a year, a statement of its capital composition. Since 1 September 2024, its scope has been widened: it can now hold stakes in commercial companies, which opens up diversification options previously closed off. To build this type of group, we work on the holding company strategy alongside the deontological constraints specific to each order.

Incorporating is not automatic. For many newly established professionals, sole practice under the BNC regime (controlled declaration or micro-BNC) remains simpler and cheaper. The SEL becomes relevant once profit durably exceeds living-cost needs, when you want to bring in a colleague, or when you are preparing a handover.

We detail this reasoning, with figures, in our analysis of moving from BNC to SELARL for a doctor and in our piece on the SELARL manager's remuneration, which sheds light on the salary versus dividend trade-off specific to professionals.

Health professions follow stricter ownership rules than technical professions: an application decree specific to each profession sets out who can enter the capital and in what proportions. For dental surgeons, for example, the SELARL remains the dominant form and calls for specific tracking of equipment and prostheses, as we explain on our page dedicated to the SELARL for a dental surgeon.

Two situations warrant heightened attention. First the single-member SEL (SELARLU or SELASU), perfectly possible for a solo practitioner who wants the benefit of corporate tax without taking on a partner. Second the SPFPL as an active holding company: to qualify for certain tax benefits, it must play an active animating role over its subsidiaries, which requires real resources and services, under the conditions of an active holding company that we document in writing.

The underestimated risk. Many practitioners still reason as though their technical remuneration were salary. Yet since the taxation of 2024 income it falls under the BNC category: failing to switch the accounting and the return exposes them to a tax adjustment and late-payment interest. This is the point we check first on existing SEL files.

What the administration looks at. On a SELARL's dividends, the administration and URSSAF scrutinise the 10%-of-capital threshold: share capital that is too low exposes the company to a large reintegration into the TNS contribution base. On the SPFPL, the professional order checks the capital composition every year. An imbalance in favour of outside shareholders can trigger a forced correction.

Here is the list of points we systematically check before and after incorporation:

• the majority of capital and voting rights held by practising professionals;
• the registration of the SEL and the SPFPL with the relevant order;
• the consistency of the articles with the profession-specific decree;
• the BNC or salary classification of the technical remuneration;
• the amount of share capital against the 10% dividend threshold;
• the annual capital-composition statement to be sent to the order.

Our reading. A SEL is not an end in itself: it is a tool for capitalising and transferring. As long as the practitioner spends most of the profit, sole practice keeps the advantage of simplicity. The company comes into its own when results durably exceed living costs, or when a partnership or buyout project takes shape. The SPFPL, for its part, is only worthwhile in a group or transfer logic: creating it too early adds costs with no return.

Trade-off. Between SELARL and SELAS, we never decide on a single criterion. The majority-manager SELARL favours remuneration with lighter social charges but traps dividends above 10% of capital. The SELAS offers fuller social cover and dividends free of contributions, at the price of higher charges on remuneration. The right choice depends on the desired remuneration level, the salary versus dividend trade-off, and the room left for outside shareholders.

Recently, a health practitioner working alone under the BNC regime asked us to structure her practice in order to bring in a partner, then prepare her own exit on an eight-year horizon. We chose a SELAS for governance flexibility, planning from the outset the later creation of an SPFPL to organise the partner's entry and the upstreaming of dividends. The partners' agreement, drafted in parallel, locked in the exit terms. This kind of scheme is prepared upstream, never in the rush of a departure. We support the accounting and advisory needs of liberal professions across this whole journey.

Our firm is registered with the French Order of Chartered Accountants, which places us in the same deontological world as our professional clients: we know first-hand the registration, capital-ownership and professional-secrecy constraints that bear on a SEL.

Hayot Expertise tip. Before incorporating a SEL or an SPFPL, have your articles of association and partners' agreement validated against the decree specific to your profession. This is where independence, governance and future transfer are decided. A poorly calibrated structure costs more to fix than to build correctly from the start. We secure the drafting of articles and partners' agreement and the setting up of your company.