Private limited liability practice company (SELARL): what you need to know
Verified 16 December 2025 - Entreprendre Public Service / Directorate of Legal and Administrative Information (Prime Minister)
The Private Limited Practice business (SELARL) is a form of business reserved for regulated liberal professions. It allows these professionals to carry out their activity in the form of capital businesses.
The business of private practice with limited liability (SELARL) is a social form reserved for regulated liberal professions, the capital and voting rights of which are majority held by the professionals who actually carry out their activity there. The remainder of the capital may be held by other persons or third-party entities (other professional not practicing in SELARL, former health professional having practiced in SELAS, spouse of a professional, etc.).
The operation of SELARL is largely modeled on that of the limited liability company (SARL). SELARL benefits in particular from scheme of Capital businesses (tax on businesses, liability of partners limited to contributions, etc.).
Before performing its registration at RCS: titleContent, SELARL must have registered with the professional association or have been approved by the competent authority.
In addition, it must send each year, to the approval authority or to the professional order for registration, a statement of the composition of its share capital and voting rights, as well as an updated version of its statutes.
Formation of share capital
The amount of the share capital is determined freely by partners (€1 minimum). The share capital may consist of contributions in cash (money) and contributions of nature (goods: equipment, machinery, buildings, customers, etc.).
From creation, at least 20% of the cash contribution must be released, i.e. paid into an account available to the business. The remaining balance must be released within 5 years which follow the registration.
The assessment of contributions in kind by a reporting commissioner is mandatory in principle. Nevertheless, the partners may unanimously decide not to appoint a contribution commissioner when the 2 conditions the following are combined:
- None of the contributions in kind has a value greater than €30,000,
- And the total value of contributions in kind does not represent more than half of the share capital.
Depending on its contribution to the capital, each partner receives a certain number of shares conferring on it a right to vote and one entitlement to dividends.
Please note
SELARL also authorizes inputs to industry. These contributions do not form part of the composition of the share capital.
Ownership of share capital
SELARL must consist ofat least 2 associates. They may be partners natural persons practicing as an individual or as members legal persons (other companies).
In principle, more than half of the share capital and voting rights must be held either directly or through a business of professional financial holdings (SPFPL), by professionals practicing within the business.
However, depending on the profession exercised by the business, the majority of the capital may be held open to other people.
Health Profession
The majority of the share capital may be held by the following :
- Professionals or legal persons exercising thesocial object of the business
- Businesses of financial participation of liberal professions (SPFPL), provided that the majority of the capital and voting rights thereof is held by any professional or legal person established in France or any european person exercising the profession constituting the corporate object of the business of practice subject to the acquisition of shareholdings.
Legal profession
The majority of the share capital and voting rights may be held by the following :
- Professionals or legal persons established in France and exercising a legal or judicial profession
- European people practicing a legal or judicial profession
- Businesses for financial holdings of self-employed professionals, provided that the majority of the capital and voting rights thereof are held by persons exercising a legal or judicial profession established in France, or by a European person.
The business of private practice must include among its members, directly or through a business of professional financial holdings, at least one person practicing the profession constituting the corporate object of the business.
Technical and living environment profession
The majority of the share capital and voting rights may be held by the following :
- Professionals or legal persons established in France and practicingsocial object of the business
- European people exercising the corporate purpose of the business
- Businesses of financial holdings of self-employed professionals, provided that the majority of the capital and voting rights of these are held by any professional or legal person established in France or any European person exercising the profession constituting the corporate object of the business of practice subject to the acquisition of shareholdings.
The minority complement may be held by:
- Legal persons whose activity constitutes thesocial object of the business
- Associates natural persons who, having ceased all professional activity, have exercised this profession within the business. The period of detention is limited to 10 years.
- Beneficiaries of the natural persons partners mentioned above. The period of detention is limited to 5 years following their death.
- Businesses of financial participation of liberal professions (SPFPL)
- Persons exercising a regulated liberal profession of the same family as that mentioned in the corporate object. For example, a physiotherapist may own shares in a business of doctors. On the other hand, a chartered accountant cannot do so in a business of lawyers or notaries or vice versa.
- European people whose activity constitutes the corporate object of the business.
Financial responsibility of partners
The partners are not responsible for the debts of the business only to the extent of their contribution.
In other words, if the business is in financial difficulty, the partners will not be obliged to repay the creditors beyond their contribution. The partners will only lose what they have invested in the business.
Example :
If the business is unable to repay the monthly installments of a loan or to honor the payment of an order to a supplier, the creditors cannot seize the personal property of the partners.
Governing body
SELARL is run by one or more managers natural or legal persons. The manager must be chosen from among the associates and must carry out its regulated liberal activity within the business.
Please note
The manager shall be appointed and dismissed by the decision of one or more partners representing more than half of the shares.
In relations between partners, the powers of the manager are determined by the articles of association. In the silence of the statutes, the manager can all management acts in the interest of the business (e.g. taking out professional insurance, sending invitations to meetings, paying social security contributions).
In dealings with third parties, the manager is vested with the most extensive powers to act in all circumstances on behalf of the company, subject to the powers expressly conferred on partners by law.
Collective decisions of partners
Decisions which exceed the powers granted to the manager are taken by the partners meeting in general assembly:
- Either in Ordinary General Meeting (AGO) : it decides on the annual approval of the accounts, the appointment, the dismissal and the remuneration of the manager. Decisions shall be adopted by one or more partners representing more than half of the shares.
- Either in Extraordinary General Meeting (EGM) : it shall decide in the event of statutory amendments (e.g. change of corporate object or name, increase of share capital). Decisions shall be adopted by a majority of 2/3 of the shares held by the shareholders present or represented.
Please note
By exception, the transfer of head office is voted in EFA by one or more partners representing more than half of the shares, while the change of nationality requires the unanimity of the partners.
SELARL submitted to IS
SELARL falls under thebusiness tax (IS). As such, it carries out each year a income statement no. 2065, within 3 months of the end of the financial year. However, if the financial year is ended on 31 December or if no financial year is closed in a year, the report shall be made at the latest on 2e working day next to 1er May.
The amount of business tax (IS) is calculated from the last year-end. The tax rate is 25% on the totality of this tax result.
Please note
One reduced rate 15% shall apply to small and medium-sized companies with a duty-free turnover not exceeding €10 000 000 and whose capital is fully paid up and held for at least 75% by natural persons. This rate applies to the share of profits up to €42,500. Beyond that, the tax rate is 25%.
A business can opt for the income tax (IR) system where it fulfills all of the following conditions:
- It is primarily engaged in a commercial, craft, agricultural or professional activity
- It is not publicly traded
- She employs less than 50 employees
- She makes a annual turnover or have a total balance sheet less than €10 000 000
- It must have been created since under 5 years of age at the time of the option request
- The voting rights must be held at at least 50% by one or more natural persons
- The voting rights must be held at at least 34% by one or more of the following: Chairman, Chief Executive Officer, Chairman of the Supervisory Board, Member of the Management Board or Manager and the members of their tax household.
This option is valid for 5 accounting years and cannot be renewed. This option entails taxation of the income directly at the level of the members, depending on the participation of each in the capital of the business.
Associates holding NCO
Since 1er January 2024, the natural persons partners of private practice businesses (SELARL, SELAS, SELAFA...) know a new system of taxation of their remuneration from their liberal activity.
Previously taxed in the category of wages and salaries, their remuneration paid by the business on account of the exercise of the liberal activity (known as " technical remuneration ") is now classified as non-commercial profits (NCB).
The main consequence is that SEL associates will no longer be able to benefit from the flat-rate deduction of 10% provided for in respect of salaries and wages for professional expenses, this deduction not being provided for in respect of NCO.
Please note
The remuneration of the corporate mandate paid to the manager is not affected by this change. The manager must distinguish this remuneration which remains taxed in the category of salaries and wages.
The non-commercial profits (NBI) of the partner are either covered by the controlled reporting, or the scheme micro-BNC if its tax-free revenue in year N-1 or N-2 does not exceed €77,700. The following remuneration shall be taken into account when assessing this threshold:
- Technical remuneration paid by SEL
- Professional expenses of the partner paid on his behalf and on his behalf by the SEL, for the year N-1 or N-2 that would have been declared in NCO if they had been collected from 2024.
Controlled reporting
Any SEL partner subject to the controlled report shall keep an account : journal book (revenue/expenditure) and fixed assets register.
The partner must perform a annual declaration of result (Declaration No 2035-SD) to determine its BNC income, the amount of which it then carries over to its supplementary income tax return (Declaration No. 2042 C-PRO).
The partner may deduct actual business expenses (mileage, small equipment, magazine subscriptions, etc.) of its result, provided that they have not already been paid directly by the SEL (and therefore already deducted from the result thereof).
Pension contributions paid under a “Madelin” contract are deductible the profits declared in respect of the self-employed activity of the partners in SEL.
Micro-BNC
A partner of SEL under the micro-NCB shall keep a record of the daily details of his business income.
He must also carry forward the amount of his technical remuneration on his supplementary income tax return (Declaration No. 2042 C-PRO).
The taxable profit is then determined by applying a abatement flat-rate of 34% on the amount of revenue excluding VAT.
The pension contributions paid under a “Madelin” contract are deductible the profits declared in respect of the self-employed activity of the partners in SEL.
Please note
To file their 2025 income tax return, SEL partners must complete a questionnaire and send it to the company Tax Office (SIE) on which the SEL with which they are associated depends.
Who shall I contact
As of this reform, any SEL partner must be identified by a Siren number. He must therefore register as a partner of SEL and not as an individual contractor, on the company formalities window.
Despite this new registration, the liberal activity is indeed exercised in the name and on behalf of the business.
The partners, who perform the professional acts, do not exercise in their own name. They do not meet the definition of individual contractor. This calls for 3 clarifications :
- The partner of SEL is not subject to VAT, he must not charge VAT on his technical remuneration to the SEL in which he carries out his liberal activity.
- The SEL associate is not not liable to the CFE. Since the liberal activity is exercised by the business, it is therefore the latter alone that is liable for the company property tax (CFE).
- The partner of SEL does not may not opt for assimilation to EURL which carries with it the obligation to comply with the SI.
Distribution of dividends
When the business makes a profit, SEL's partner is required to collect dividends. These dividends give rise to one of the following methods of taxation, of your choice:
- Single flat-rate levy (PFU) : default regime, dividends are subject to a levy of 12.8% to which are added 17.2% of social levies.
- Progressive scale of income tax : option regime, dividends are included in the income tax base of the partner after application of a abatement from 40%. All the income of the partner will then be taxed according to his tax bracket (from 0 à 45%).
Income bands | Tax rate of income bracket |
|---|---|
Up to €11,497 | 0% |
From €11,498 à €29,315 | 11% |
From €29,316 à €83,823 | 30% |
From €83,824 à €180,294 | 41% |
More than €180,294 | 45% |
In either case, the partner must declare the dividends received on his personal income tax return as “ income from movable capital ».
The manager is appointed among the partners from SELARL. Its social system differs according to its shareholding business.
Majority Manager
From a social point of view, the majority manager of SELARL falls under the social security scheme of self-employed persons (TNS). They are therefore linked to the social security system for the self-employed (SSI), which is part of the general social security system.
Minority Manager
From a social point of view, the minority manager of SELARL is employee-equivalent and enjoys social protection under the general social security system.
The social contributions linked to the manager and paid by the company are the same as those of an executive employee, except unemployment insurance. However, they may, if they so wish, also take out supplementary unemployment insurance.
He is covered by sickness and maternity insurance, family allowances, insurance against accidents at work, basic pension insurance, supplementary pension insurance and provident insurance.
Please note
To learn more about the social protection of the business manager, you can consult our dedicated sheet.
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 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.
Consequently, SEL and its individual partners are required 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 finding an amicable solution, covering legal and procedural costs, as well as compensation for the damage.
Approval of partners
Within SELARL, the shares are freely transferable between partners, between spouses (spouses or Civil partnership partners) and between ascending and descending.
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 unitholders practicing within the business.
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 3 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 are obliged, within 3 months of this refusal, acquire or cause to be acquired the sharesat a price fixed by an expert appointed for that purpose.
Warning
In the context of a SELARL, more than half of the share capital and voting rights must be held, either directly or through a business of professional financial holdings (SPFPL), by professionals practicing within the business.
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 SELARL 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.
SELARL | SELAFA | |||
|---|---|---|---|---|
Number of associates | 2 to 100 (or 1 partner in SELARLU) | 2 minimum (or 1 partner in SELASU) | 2 minimum | 2 minimum |
Leader | Manager(s) | President + Directors-General | Chairman + Board of Directors or Executive Board | Manager(s) |
Share capital | Free | Free | €37,000 minimum | Free |
Allowed contributions | Currency, nature and industry | Currency, nature and industry | Currency and nature 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 responsibility of partners | Limited to inputs | Limited to inputs | Limited to inputs | Indefinite |
Taxation of profits | Corporate tax (IS). Possible option for IR | Corporate tax (IS). Possible option for IR | Corporate tax (IS). Possible option for IR | Income tax (IR). Possible option for SI |
Executive social security scheme | TNS if majority management, assimilated employee in other cases | Assimilated employee | Assimilated employee | Self-employed person (TNS) |
Social securities | Shares | Actions | Actions | Shares |
Eligible for trading on a regulated market | No | No | No (unlike the classic SA) | No |
Transmission of securities | 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 | Majority of shareholders 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 sale price | 0.1% of the sale price | 3% of the sale price after a reduction of €23,000 |
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Professional businesses Plan (sections 40 to 95)
Application of Ordinance No. 2023-77 of 8 February 2023