SELAS or SELARL: which company for a regulated profession in France

Lawyer, doctor, chartered accountant, architect, physiotherapist: when solo practice becomes too narrow, the question almost always takes the same form. Should you set up a SELAS or a SELARL? Both are professional practice companies (sociétés d'exercice libéral) subject to corporate income tax, but they do not produce the same social security status, the same taxation of dividends or the same flexibility to bring in a partner. This article assumes you already know the general SEL framework, set out in our guide SEL and SPFPL explained (definition, SPFPL, capital ownership): it focuses on the figures-based choice between the two forms, using the grid we apply whatever the profession.

Quick answer. SELAS or SELARL: the choice mainly depends on the manager's social security status. In a SELARL, the majority manager is self-employed (TNS); in a SELAS, the president is treated as an employee for the office. In both forms, a practising partner covered as self-employed pays contributions on dividends above 10% of capital, premiums and current account.

The difference between a SELAS and a SELARL lies in the commercial company model each one adapts for the liberal professions: the SELARL follows the rules of the SARL (limited liability company), the SELAS those of the SAS (simplified joint-stock company). A professional practice company (société d'exercice libéral, SEL) is a capital company reserved for members of a regulated liberal profession, in which more than half of the capital and voting rights is held, directly or through an SPFPL, by the professionals practising within it.

The framework changed recently. Ordinance No. 2023-77 of 8 February 2023 on the practice of regulated liberal professions through companies came into force on 1 September 2024 and replaced Law No. 90-1258 of 31 December 1990. It groups the professions into three families: health, legal and judicial, and technical and built-environment professions. The general workings of SELs, the SPFPL and the ownership rules are covered in the guide mentioned above; here we focus on the choice between the two most widely used forms.

The social security regime in a SELARL depends on the share of capital held by the manager: a manager who holds, alone or with the other managers and their households, more than half of the capital is self-employed (travailleur non salarié), while a minority or equal manager is treated as an employee. Service Public Entreprendre sets out this dividing line in its SELARL and SELAS fact sheets.

A self-employed manager (TNS) is a company head affiliated to the self-employed social protection scheme, who pays contributions on net remuneration rather than on a gross salary. For a liberal professional, basic and supplementary pensions are in principle handled by the professional section of the CNAVPL for their profession (CARMF, CARPIMKO, CIPAV...) or, for lawyers, by the CNBF.

The decisive point in a SELARL concerns dividends. Article L131-6 of the French Social Security Code includes in the majority manager's contribution base the portion of dividends exceeding 10% of the share capital, share premiums and sums paid into the shareholder current account held by the manager, their spouse or civil partner and their minor children. In practice, a practitioner who is paid mainly in dividends through a SELARL with low capital pays contributions on most of those dividends.

The president of a SELAS is treated as an employee (assimilé salarié): they fall under the general social security scheme for the remuneration of their corporate office, although they do not pay into unemployment insurance on that basis. This cover is more complete than a TNS's, but it costs more for the same income paid as office remuneration.

The picture is subtler than it looks for a liberal professional. The CNAVPL pension guide states that, in some professions, the SELAS president is affiliated to the general scheme for their corporate office and to their professional pension fund for their liberal practice. You therefore need to check, profession by profession, where each euro paid out is subject to contributions.

Dividends paid in a SELAS are not automatically free of contributions, unlike in a commercial SAS. Service Public Entreprendre states in its SELAS fact sheet that, for partners who are self-employed (travailleurs non salariés), the portion of dividends above 10% of share capital is subject to contributions like their remuneration: this covers a partner who practises the profession within the company and is, on that basis, in the self-employed scheme. For a president who also practises in the SELAS, the treatment of their dividends therefore depends on their affiliation for the professional activity, a point to have confirmed by the Urssaf and the professional fund before building any set-up.

For tax purposes, dividends bear the single flat-rate levy (prélèvement forfaitaire unique, PFU) of 31.4% in 2026: 12.8% income tax and 18.6% social levies, following the increase in the CSG on investment income on 1 January 2026. Opting for the progressive income tax scale, with a 40% allowance, remains possible and applies globally to all the income concerned.

The underestimated risk. Choosing a SELAS "for the dividends" by transposing the reasoning of a commercial SAS: in a SEL, the 10% rule may also cover the practising partner, and a president with no office remuneration acquires no pension rights or cover through that office. A 100% dividend set-up lightens the year's levies, but it can be costly in social rights over a whole career. We recommend first setting the level of protection you want, then the split between remuneration and dividends.

Remuneration received by a SEL partner for their professional practice within the company has been taxed as non-commercial profits (bénéfices non commerciaux, BNC) since the taxation of 2024 income, unless that activity is carried out under a relationship of subordination. This rule, set out in the official tax guidance BOFiP (BOI-RES-BNC-000136), applies to the SELARL and the SELAS alike.

Technical remuneration is the part of remuneration that pays for practising the profession (procedures, consultations, client files), as opposed to the remuneration of the corporate office of manager or president. The BOFiP keeps separate taxation for the office: salaries and wages for the SELAS president and the minority SELARL manager, Article 62 of the French Tax Code (CGI) for the majority SELARL manager. When the two types of remuneration cannot be distinguished, the majority manager's remuneration remains taxed under Article 62.

Three practical consequences follow, identical in both forms:

1. the partner files a BNC tax return (form No. 2035) for their practice remuneration, starting with income received in 2024;
2. the micro-BNC regime is not excluded if the revenue thresholds are met, according to impots.gouv.fr;
3. contributions to a "Madelin" contract become deductible from the non-commercial profit so declared.

This change of tax category therefore does not erase the gap between SELAS and SELARL: it simply moves the allocation work elsewhere. Profession-specific versions are covered in our articles on remuneration of a lawyer partner in a SEL, on the SELARL reform and the BNC regime and on the physiotherapist's tax choice in a SEL.

The SELARL usually suits a sole or majority practitioner who wants controlled contributions and is paid mainly through practice remuneration, while the SELAS better suits practices that plan for several partners, want fine-tuned governance or seek general scheme cover for the office. Neither form is better in itself: your income profile and your partnership plans decide.

For health professions, the figures-based comparison is detailed in our articles on a dentist moving to a SELARL and the surgeon's tax structure. The general logic of choosing between the two social security statuses is developed in TNS or assimilated employee: how to choose.

This example is purely illustrative: it isolates the effect of the 10% rule on dividends, all else being equal, without quantifying TNS contributions, which depend on the self-employed scale and the professional fund. The SELAS column describes the most favourable assumption, to be confirmed: if the practising partner is in the self-employed scheme, the SELARL column also applies in a SELAS.

Assumptions: a SEL with a single practising partner, share capital of €10,000, shareholder current account of €20,000, no share premium. Pre-tax profit of €80,000, company eligible for the reduced rate. Corporate income tax comes to €15,750 (15% on €42,500, i.e. €6,375, then 25% on €37,500, i.e. €9,375). The partner decides to distribute €60,000.

Reading this table is straightforward: whenever the 10% rule applies, it wipes out almost all of the dividend advantage when capital is low. If dividends escape it, they are taxed less in the short term but fund neither pension nor disability cover. The right choice compares total cost and rights acquired, not just the levy rate.

Our view. For a liberal professional who takes most of their income as practice remuneration, the gap between the two forms is often smaller than claimed, because technical remuneration now falls under BNC in both cases. The SELAS mainly gains the edge when the partnership project requires tailor-made articles; its dividend advantage has to be demonstrated, not assumed. At the firm, we advise modelling three remuneration split scenarios over five years before drafting the articles.

Opening up the capital follows the same rules in a SELAS and a SELARL: more than half of the capital and voting rights must belong to the professionals practising in the company, directly or through an SPFPL. The SPFPL (société de participations financières de profession libérale, a professional holding company) holds shares in SELs and makes it possible to house stakes, finance a buyout or prepare a handover.

The categories of people allowed to hold the rest of the capital (former professionals, heirs, professionals from the same family, SPFPL) are detailed in our guide SEL and SPFPL explained; they do not depend on the choice between SELAS and SELARL. Each professional body's own rules may be stricter: this is a point to check before making any promise to a future partner.

The SELAS form offers an advantage in tools rather than in principle. Its articles can provide for differentiated voting rights, an exclusion clause or a promise to sell at a set price, within the limits of the ordinance and professional ethics. The SELARL offers fewer levers, but a more predictable legal framework.

The cost of setting up a SELAS or a SELARL depends less on registration fees than on the time spent drafting the articles and dealing with the professional body (ordre professionnel). A SELAS requires tailor-made articles, which increases legal work; a SELARL relies more on the default rules of the French Commercial Code.

In practice, the set-up almost always follows the same sequence:

1. model remuneration and dividends over several years in each form;
2. check the professional body's rules (capital ownership, company name, registration on the roll or list);
3. draft the articles and, where there are several partners, a shareholders' agreement;
4. pay up the capital and, where relevant, organise the contribution of the client base or equipment;
5. register the company and obtain its registration with the professional body;
6. set up the SEL's bookkeeping and, for each partner, their BNC accounts.

In practice. The most frequent bottleneck when creating a SEL comes from the professional body, not the commercial court registry: a clause that does not comply with the ownership or naming rules is enough to delay registration. Submitting the draft articles to the professional body before signing saves weeks.

• Desired level of social protection (pension, disability cover, sick-pay benefits) defined
• Share of dividends in total income estimated over three to five years
• Amount of capital and current account quantified (base of the 10% threshold in a SELARL)
• Competent professional pension fund and affiliation rules checked
• Professional body rules on capital ownership and non-practising partners checked
• Split between technical remuneration (BNC) and office remuneration documented
• Partner entry or exit plans reflected in the articles or a shareholders' agreement
• Eligibility for the reduced corporate income tax rate confirmed

Converting from a SELARL to a SELAS later remains possible, but the conversion has a legal cost and its social effects only apply from the change onwards: it is better to get it right at creation. The choice is not set in stone, though, and a review every two or three years makes sense as profits grow.

The PFU rate, the CSG on investment income and the self-employed contribution scale change with each finance act and social security financing act. Any simulation must be rerun with the rates for the year of payment.

• The SELARL and the SELAS are two professional practice companies subject to corporate income tax, governed since 1 September 2024 by Ordinance No. 2023-77.
• The majority SELARL manager is self-employed (TNS), and their dividends above 10% of capital, premiums and current account bear social contributions.
• The SELAS president is treated as an employee for the office; dividends fall under the 31.4% PFU in 2026, but the 10% rule may also cover a practising partner in the self-employed scheme.
• Since 2024 income, SEL partners' practice remuneration is taxed as BNC in both forms, unless there is subordination.
• A SELAS is mainly justified by a complex partnership project or general scheme cover; a SELARL by simplicity and controlled contributions.