Formation of share capital

The amount of the share capital is freely determined by the members (€1 minimum). The share capital may be constituted by contributions of cash (money) and contributions in nature (goods: equipment, machinery, buildings, patents, etc.).

The industrial inputs are not prohibited. However, these contributions, which are generally of a professional nature, are difficult to reconcile with the SCM, whose social purpose does not allow it to exercise a profession.

There is no legal requirement for the immediate release of shares in the SCM. It may be agreed in the statutes that contributions will be made available to the business as and when required.

Financial liability of members

Each partner of the SCM is responsible jointly and indefinitely debts of the business to third parties. In other words, each member may be obliged to repay the debts of the business in proportion to his share in the share capital and on all his assets without limitation of amount.

These debts may stem from management actions and liability actions taken against partners who have committed professional misconduct (e.g. the surgeon neglecting the medical follow-up of a patient before surgery).

However, the payment of debts is primarily the responsibility of the business who is liable for them from his own assets. It is only in the event of business failure that the partners are called to account for the debts of the business.

Management body

The civil business of assets (CMS) shall be managed by one or more managers, natural or legal persons, associated or not.

The management of the SCM is freely organized by the statutes (appointment, dismissal, remuneration, term of office). If the articles of association do not specify, the manager is appointed and dismissed by a decision of the members representing more than half of the shares.

In relationships between partners, the manager can accomplish all management acts what the interest of the business demands (e.g. subscribing to professional insurance, sending of invitations to meetings, payment of social security contributions, etc.).

In dealing with third parties (outside management), the manager has the broadest powers to administer the assets and affairs of the business in accordance withsocial object (e.g. purchase of new equipment).

Statutes may limit the powers of the manager and provide that the conclusion of any such act shall require the prior authorization of the members.

In the case of a plurality of managers, the statutes may also determine the powers of each, and therefore, for example, share among themselves the burden of administering the business by specializing their powers.

Decision-making

Decisions which exceed the powers conferred on the managers shall be taken at unanimity associates.

However, the statutes may validly provide that certain decisions are to be taken by a majority which they shall determine. This majority may vary according to the seriousness of the decisions to be taken.

In addition, the partners meet each year at an ordinary general meeting to to approve the annual accounts the business, at the latest within 6 months of the end of the financial year. Compliance with this annual obligation enables members to control the management of the business by its managers.

Determination of taxable profit

The taxable profit of the civil business of means (SCM) corresponds to total revenue received from which the expenditure necessary for the pursuit of the profession.

The SCM is not self-employed does not charge a fee. Its revenue consists of the payments made by the members as a contribution to the common expenses and any sums received by the business when it places equipment or staff at the disposal of non-members for remuneration.

The deductible expenses the expenditure incurred by the SCM in the context of its exclusive purpose, which is to facilitate the exercise of its activities by each of its members (purchase of equipment, rental of offices, employment of staff, etc.).

Taxation of profit

The Civil business of Means (CMS) is the responsibility of the taxation of businesses of persons. In other words, outcomes are determined by business, but it is the partners who are taxed on the profits made.

Thus, each partner is personally liable, for the share of profits corresponding to his rights in the business, either to income tax (IR) or to business tax (IS), depending on the tax to which he is subject.

By way of exception, the SCM is subject to thebusiness tax (IS) where it puts resources into equipment or personnel available to unassociated third parties for remuneration and that these operations represent more than 10% total revenue.

Declaration of the result

The SCM shall carry out a annual income statement, by means of form 2036-SD. It shall specify the following information:

• Amount of revenue
• Amount of expenditure, distinguishing, in particular, purchases made on behalf of members, staff costs, premises, furniture and equipment, office expenses and other overheads
• Identity of the members, specifying the share of each in the profits of the financial year due to each member
• Table showing the depreciation on property owned by the business.

The business must make its declaration electronically, no later than 2^e working day following 1^er may, in accordance with the procedure of his choice:

• Either in EDI-TDFC mode, this is the transmission of declarations from accounting files, via a EDI partner (e.g. accountant, specialized contractor).
• Either in EFI mode, i.e. from its Professional area accessible from impots.gouv.fr.

The tax administration shall grant an additional period of 15 calendar days to carry out this teleprocedure.