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 :
- Business of Liberal Limited Liability (SELARL), modeled on the limited liability company (SARL)
- One-Person Limited Liability Liberal business (SELARLU), modeled on thesingle-member company with limited liability (EURL)
- Simplified liberal share business (SELAS), modeled on the Simplified Action business (SAS)
- Unipersonal Simplified Stock business (SELASU), modeled on the Single person simplified share business (SASU)
- Liberal anonymous exercise business (SELAFA), modeled on the public limited liability company (SA)
- Business d'exercise liberal en commandite par actions (SELCA), modeled on the limited partnership (SCA).
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.
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.
SELAFA | ||||
---|---|---|---|---|
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 |
System of businesses for self-employed persons (Articles 40 to 95)
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