Professional Civil business (PCS): what you need to know
Verified 16 December 2025 - Entreprendre Public Service / Directorate of Legal and Administrative Information (Prime Minister)
Professional Civil business (PCS) allows the joint exercise of a liberal profession. This structure is governed by regulations specific to each profession, taking into account the specificities of their activity.
Professional Civil business (PCS) is a civil business between natural persons wishing to practice together one same regulated liberal profession, or even several of them.
The SCP thus makes it possible to set up a group firm with fee-sharing, maintaining the independence of each partner and the free choice of clients.
FYI
Any associate may be a member only of a single SCP and must carry out its activity only within this business (unless otherwise specified for certain professions).
CPA associates, at the minimum number of 2, must be natural persons. Legal entities (e.g. associations, other companies) are excluded.
In principle, the number of partners is unlimited. However, the specific regulations for certain activities often provide for a maximum number of associates in order to maintain the personal and liberal character of the exercise of the profession concerned.
Example :
The number of associated nurses is limited to 10 while the number of physiotherapists is limited to 6.
Moreover, this social form is not open only to certain liberal professions whose members have been expressly authorized by decree to group into SCP.
Insolvency administrators and liquidators | c. com., sections R814-109 to R814-144 |
|---|---|
Architects | decree no. 77-1480 of 28 december 1977 |
Lawyers | decree no. 2024-872 of 14 august 2024 |
Lawyers at the Council of State and the Court of Cassation | decree no. 2024-876 of 14 august 2024 |
Medical Biologists | c. public health, articles L6223-1 and R6223-11 to R6223-61 |
Dental surgeons | c. public health, articles R4113-26 to R4113-101 |
Statutory Auditors | c. com. R822-71 to R822-96 |
Commissioners of Justice | decree no. 2024-874 of 14 august 2024 |
Industrial property attorneys | c. intell., articles R422-12 to R422-40 and L422-7 |
Agricultural and land experts and forest experts | c. rural, articles R173-1 to R173-53 |
Chartered accountants | 45-2138 of 19 september 1945, art. 7 |
Expert surveyors | decree no. 76-73 of 15 january 1976 |
Registrars of the Commercial Court | c. com., articles R743-81 to R743-119 |
Nurses | c. public health, articles R4381-25 to R4381-88 |
Massage physiotherapists | c. public health, articles R4381-25 to R4381-88 |
Doctors | c. public health, articles R4113-3 and R4113-26 to R4113-101 |
Notaries | decree no. 2024-873 of 14 august 2024 |
Veterinarians | c. rural, articles R241-29 to R241-93 |
The CPA may perform the acts of a particular profession only through one of its members qualified to practice that profession.
Please note
Before performing its registration, the SCP must have registered with the professional order to which it belongs or have received the approval of the competent authority (e.g. certification of an accredited body for the real estate diagnoser).
Formation of share capital
The amount of the share capital is determined freely by partners (€1 minimum) and divided into equal parts.
The share capital may consist of contributions in cash (money) and contributions of nature (goods: equipment, machinery, buildings, customers, etc.).
Contributions in kind must be fully released when the business is established. In other words, the goods brought must be made available to the business as soon as it is created.
On the contrary, cash contributions may not be released in full when they are paid. The regulations specific to each profession lay down the conditions under which release is to be effected.
Example :
- Release of half : Statutory auditors, lawyers and industrial property attorneys are required to pay half the nominal value of the subscribed shares. The surplus must be released within 2 years.
- Release of third party : the architects must pay an amount representing at least 1/3 of the nominal value of the shares. The surplus must be released within 3 years.
- Release of the Quarter : notaries must pay an amount representing at least 1/4 of the nominal value of the shares. The surplus must be released within 5 years.
Inputs in industry (know-how, competence) are also allowed in the CPA. In practice, they can allow a young member without resources to become an associate of a SCP.
These contributions to industry do not contribute to capital formation but give rise to the allocation of shares opening right to benefit-sharing. In return, the industrial contributor must contribute to the losses.
Financial responsibility of partners
Every associate of the CPA is bound indefinitely, i.e. over its entire assets, the business' debts to third parties (e.g. monthly loan payments, orders placed with a supplier).
Nevertheless, the payment of debts is primarily the responsibility of the business responsible for it on its own assets. It is only in the event of business failure that the partners are called upon to answer for the debts of the business.
Governing body
Professional Civil business (PCS) stewardship is freely organized by the statutes (appointment, dismissal, remuneration, term of office).
All partners shall, in principle, be managers however, the articles of association may provide that management will be entrusted to one or more partners.
Please note
In the absence of any specificity in the articles of association, the manager is appointed and dismissed by a decision of the shareholders representing more than half of the shares.
In relations between partners, the manager is vested with the most extensive powers to act in all circumstances on behalf of the company (e.g. taking out professional insurance, sending invitations to meetings, paying social security contributions, etc.).
It is also necessary to refer to the regulations specific to the profession to know the mission of the manager.
Example :
In a physician SCP, the manager must prepare, after the end of each fiscal year, the annual accounts of the business, a report on the results of the fiscal year and the proposed allocation.
In relations with third parties (external management), the manager engages the business by the acts falling within thesocial object.
The statutes may limit the manager's powers and stipulate that the conclusion of such or such an act will require the prior authorization of the partners (e.g. subscription of a bank loan, transfer of immovable property of the business).
In the case of a plurality of managers, the statutes can also determine the powers of each, and therefore for example distribute among them the burden of administering the business by specializing their powers.
The CPA with several associates is not dissolved by the death of a partner. The beneficiaries of the deceased partner do not acquire the status of partner but they have the option of transferring his shares.
CPA is also not dissolved when one of the partners withdraws from the business or when one of them is incapacitated or permanently barred from practicing.
Collective decisions of partners
Decisions which exceed the powers granted to the manager are taken by the partners. Each partner has in principle with one voice regardless of the number of shares it holds. The regulations specific to each profession or the statutes of the business may lay down specific rules.
Example :
In the SCPs of doctors, nurses or veterinarians, the statutes may allocate a reduced number of votes to associates who practice only part-time. In veterinary SCPs, the same applies where the shares have not been fully released.
The decree specific to each profession determines the method of consultation of the partners and the rules of quorum and majority required for the validity of their decisions.
A quorum is generally attained if 3/4 of partners are present or represented. If this quorum is not reached, the partners are called again and the meeting then regularly deliberates if at least 2 partners are present.
With regard to majority requirements, the ordinary decisions (approval of the accounts, appointment or dismissal of the manager…) are, in practice, taken by a majority of the votes of the shareholders present or represented.
The decisions amending the statutes (capital increase, transfer of the registered office, merger, etc.) are taken by a majority of 3/4 of the votes of all the shareholders.
Deliberations in assembly shall give rise to the establishment of a minutes signed by the partners present. The minutes shall be drawn up on a special register listed and initialed by a representative of the professional order concerned or by the registrar of the judicial or commercial court according to the details of the decrees of applications specific to each profession.
The revenue of the business consists of remuneration (i.e. fees) perceived and pooled by partners as part of their professional activity within the business.
As CPC is subject to the personal businesses regime, outcomes are determined at the business level and imposed on behalf of each partner as non-commercial profits (NCB).
Thus, each partner is personally liable to income tax (IR) for the share of the social benefits corresponding to his rights in the business.
In principle, the distribution of profits between the members is fixed by the articles of association and is not necessarily proportional to their capital contribution. In the absence of specific statutory clauses, the profits are distributed in equal parts between the partners.
Please note
The remuneration allocated to the manager under his corporate mandate is not not deductible from tax profit business.
Professional Civil business (PCS) may opt for thebusiness tax (IS) from its inception or during social life.
In this case, the amount of business tax (IS) is calculated from the last year-end. The tax rate is 25% on the amount of the tax result (rate reduced to 15% on the share of profits up to €42,500, subject to conditions).
The option must be notified to the company Tax Office (SIE) before the end of the 3rde month of the fiscal year in respect of which CPC wishes to be subject to business tax (IS).
This option can be revoked until 5e year following the year in respect of which the option was exercised. At the end of this period, the option is irrevocable.
The Professional Civil business (PCS) Manager reports to the self-employed scheme (or self-employed persons) in respect of remuneration paid to them as manager.
He is therefore affiliated to the general social security scheme as a self-employed person for sickness and maternity insurance. For old-age and invalidity-death insurance, liberal professionals are affiliated to one of the professional sections of the Cnavpl: titleContent or, for lawyers, to the CNBF: titleContent.
There are 10 of them, each of professional sections represents a group of trades:
- dental surgeons and midwives (CARCDSF)
- doctors (CARMF)
- nurses, masseur-physiotherapists, pedicure-chiropodists, speech therapists and orthoptists (CARPIMKO)
- veterinarians (CARPV)
- general insurance agents (CAVAMAC)
- chartered accountants and auditors (CWITH)
- ministerial officers, public officers and judicial companies (CAVOM)
- pharmacists (CAVP)
- architects, interior architects, construction economists, project managers, surveyors, consulting engineers, ski instructors, mountain guides, medium mountain guides, osteopaths, psychologists, psychomotor therapists, psychotherapists, occupational therapists, dieticians, chiropractors, artists not creating original works, automotive experts, experts before the courts, guest guides, legal agents for the protection of adults. (CIPAV)
- notaries (CPRN).
Please note
You can consult our dedicated sheet the social protection of the liberal professions.
If the manager is not remunerated, he is nevertheless affiliated to the self-employed scheme from the moment he exercises a self-employed professional activity within the business.
The contributions of self-employed managing partners of a professional civil business (SCP) are calculated on their share of the profit and on the remuneration paid by the business for their managerial duties.
Each partner is personally responsible for the professional acts that he performs.
When a partner commits a fault in the course of his professional activity, he is obliged to pay the damages to the victim (a client or patient), by means of his personal assets.
Example :
- A dental surgeon injures his patient during dental care.
- A public accountant makes errors in the keeping of accounts and in the tax returns of his client who is then subject to a tax adjustment.
- A notary does not check the validity of the title deed of the seller of a property. It may be liable to the purchaser who discovers that the property is encumbered with a mortgage or a bondage.
In this situation, the business is jointly and severally liable with him. This means that the victim of the injury can sue the business or the professional who committed the fault. If sued, the business can then turn against the partner for reimbursement.
As a result, CPC and its individual partners have an obligation to subscribe to a professional liability insurance (RCP). This insurance must be taken out before you even practice, a certificate of subscription may be requested upon registration with the Order.
The RCP insurance offers support in the search for an amicable solution, a coverage of legal and procedural costs, as well as compensation for damage.
Approval of partners
Within the CPA, the shares are freely transferable between associates. On the other hand, transfers of shares to third foreigners to the business are subject to approval procedure.
In other words, shares cannot be transferred to third parties with the consent of the majority of the members representing at least the 3/4 voices. The statutes may require a stronger majority or unanimity of the members.
In the case of an assignment subject to approval, the proposed assignment shall be notified to the business and to each of the partners. The business must make its decision known within the 2 months from the date of notification. If no reply is received within that period, consent to the assignment shall be deemed to have been given.
The articles of association may, by unanimity of the members, lay down the principles and procedures applicable to the determination of the value of the shares. The value of the shares may take into account a value representative of the civil clientele.
If the business refuses to consent to the assignment, the partners shall, within 6 months of such refusal, acquire or cause to be acquired the sharesat a price fixed by an expert appointed for that purpose.
The meeting of all the shares in one hand does not entail the automatic dissolution of the business. Any interested party may request such dissolution if the situation has not been rectified within the 2 years.
The court may also grant the business a maximum period of 3 years to regularize the situation (i.e. 5 years in total). It may not order the dissolution if, on the day on which it rules on the substance of the case, that regularization has taken place.
Declaration of the transfer
Assignment established by a deed
Assignments of social rights established by an act shall be subject to the formality of registration within 1 month from the date of the act.
The deed of assignment must be deposited on site or by post, in 2 copies and accompanied by the payment of the fees (by check or transfer) to the department in charge of the registration of the domicile of one of the parties or the residence of the notary if the assignment is carried out by notarial deed.
Who shall I contact
Assignment not recognized by deed
Assignments of social rights which are not not established by an act must be declared within the 1 month from the date of disposal:
- or through the online service available on impots.gouv.fr in your professional area, section Procedures > Assignments of social rights
Professional area impots.gouv.fr
- or by means of Form No 2759, to be filed with the registration office to which one of the parties is subject.
Assignment of social rights or rights not established by an act
Who shall I contact
Payment of registration fee
The transfer of shares gives rise to the payment of a registration fee to the tax administration.
The payment of that duty is, in principle, at the expense of the purchaser. Nevertheless, the deed of assignment may provide that the payment of this right is the responsibility of the assignor or shared between the two parties.
This duty shall be fixed at 3% and calculated on the sale price less one abatement equal to €23,000 brought back to percentage of the number of shares sold in social capital.
Example :
A partner sells 50 shares of a SCP whose capital is divided into 400 shares. It sells its shares to the purchaser for a value of €50,000.
The amount of the registration fee to be paid by the purchaser is calculated as follows: – (23,000 x Number of shares sold ÷ Total number of shares in the business) x 3%.
Applied to our example, this would result in: 50,000 - (23,000 × 50 ÷ 400) = 47,125 × 3% = €1,414 the registration fee to be paid to the tax authorities.
The rate is 5% for businesses with a preponderance in real estate, i.e. businesses with more than half of the assets of buildings not assigned to his professional operation.
The amount of the registration fee may not be less than €25.
SCP | SELAFA | |||
|---|---|---|---|---|
Number of associates | 2 minimum | 2 to 100 | 2 minimum (or 1 partner in SELASU) | 2 minimum |
Leader | Manager(s) | Manager(s) | President + Directors-General | Chairman + Board of Directors or Executive Board |
Share capital | Free | Free | Free | €37,000 minimum |
Allowed contributions | Currency, nature and industry | Currency, nature and industry | Currency, nature and industry | In cash and in kind only |
Release of cash contributions | Specific to the profession exercised by the business | At least 1/5 from creation | At least 1/2 from creation | At least 1/2 from creation |
Financial responsibility of partners | Indefinite | Limited to inputs | Limited to inputs | Limited to inputs |
Taxation of profits | Income tax (IR). Possible option for SI | Corporate tax (IS). Possible option for IR | Corporate tax (IS). Possible option for IR | Corporate tax (IS). Possible option for IR |
Executive social security scheme | Self-employed person (TNS) | TNS if majority management, assimilated employee in other cases | Assimilated employee | Assimilated employee |
Social securities | Shares | Shares | Actions | Actions |
Eligible for trading on a regulated market | No | No | No | No (unlike the classic SA) |
Transmission of securities | Majority of shareholders representing at least 3/4 of the votes | Majority of 3/4 of the partners practicing their profession in SELARL | Majority of 2/3 of the partners practicing their profession in SELAS | In accordance with the procedures laid down in the SELAFA statutes |
Registration fee | 3% of the sale price after a reduction of €23,000 | 3% of the sale price after a reduction of €23,000 | 0.1% of the sale price | 0.1% of the sale price |
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Professional Civil businesses Scheme (Articles 5 to 37)
Application of Ordinance No. 2023-77 of 8 February 2023