Liberal Exercise business (SEL): What you need to know

Verified 20 November 2024 - Directorate for Legal and Administrative Information (Prime Minister)

The business of Liberal Practice (SEL) allows members of regulated professions to practice their profession in the form of capital businesses (SARL, SAS, SA, SCA). It does, however, particularities, imposed by the liberal nature of the profession.

The business of Liberal Practice (SEL) is a legal framework reserved for regulated professions, enabling its members to carry out their activities as capital businesses (SARL, SAS, SA, SCA).

As such, it exists different forms of SEL :

Despite the similarities it shares with commercial businesses, SEL has particularities imposed by the liberal nature of the profession, in particular:

  • The SEL is open only to members of regulated professions.
  • SEL benefits from the capital businesses regime (tax on businesses, financial liability limited to contributions...) while retaining a civil object.
  • The associates of the SEL are not traders.
  • More than half of the share capital and voting rights of the SEL must be incumbent professional inmate within the business, either directly or through a business of financial participation of liberal professions (SPFPL).
  • SEL executives are chosen from among the members practicing the profession.
  • Each partner of the SEL is personally responsible professional acts performed by him. Business is jointly and severally liable with them.
  • The procedure for the approval of new members shall be governed by specific majority rules (majority of 3/4 in SELARL, majority of 2/3 in SELAS...).
  • Before registering at SCR: titleContent, the SEL must have entered in the table of the professional order or have been approved of the competent authority.
  • Once a year, the SEL shall send to the competent authority for registration in the professional order or for approval to which it is subject, a statement of the composition of its share capital and voting rights, and a up-to-date version of its statutes. It shall also forward the agreements containing clauses concerning the organization and powers of the management, administrative or supervisory bodies which have been the subject of an amendment during the preceding financial year.

Since 1er January 2024, any SEL partner must be identified by a Siren number. He must therefore register as a member of SEL and not as an individual contractor, on the company formalities office.

Company Formalities Window

Previously taxed in the category of salaries and wages, their remuneration paid by the business in respect of the exercise of the liberal activity (referred to as ‘the technical remuneration ") now falls within the category of non-commercial profits (NBC).

Please note

To allow for the 2025 income tax return, SEL partners must complete a questionnaire and send it to the companies Tax Office (SIE) on which the SEL with which they are associated depends.

Tableau - Comparing SELARL, SELAS, SELAFA and SCP

SELARL

SELAS

SELAFA

PCS

Number of partners

2 to 100

Minimum 2

(or 1 partner in SELASU)

Minimum 2

Minimum 2

Leader

Manager(s)

President + Directors-General

Chairman + Board of Directors or Executive Board

Manager(s)

Share capital

Free

Free

€37,000 minimum

Free

Allowed Inputs

Currency, nature and industry

Currency, nature and industry

In cash and in kind only

Currency, nature and industry

Release of cash contributions

At least 1/5 from creation

At least 1/2 from creation

At least 1/2 from creation

Specific to the profession exercised by the business

Financial liability of members

Limited to inputs

Limited to inputs

Limited to inputs

Indefinite

Taxation of profits

Business tax (IS). Possible option for IR

Business tax (IS). Possible option for IR

Business tax (IS). Possible option for IR

Income tax (IR). Possible option for SI

Social security of the director

TNS if majority management, treated as employee in other cases

Assimilated employee

Assimilated employee

Self-employed person (SST)

Corporate securities

Shares

Actions

Actions

Shares

Eligible for trading on a regulated market

No

No

No (unlike traditional SA)

No

Transmission of securities

Majority of 3/4 of partners practicing in SELARL

Majority of 2/3 of partners practicing in SELAS

In accordance with the procedures laid down in the statutes of SELAFA

Majority of partners representing at least 3/4 of the votes

Registration fee

3% of the sale price after a reduction of €23,000

0.1% of the transfer price

0.1% of the transfer price

3% of the sale price after a reduction of €23,000