Limited liability company formed by people carrying on a professional activity (SELARL): what you need to know
Verified 21 February 2026 - Entreprendre Service Public / (Prime Minister)
The Private Limited Liability 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 private limited liability business (SELARL) is a social form reserved for regulated liberal professions, the capital and voting rights of which are majority-owned by the professionals who actually carry out their activity there. The remainder of the capital may be held by other persons or third parties (other professional who does not practice in the SELARL, former health professional who has practiced in SELAS, spouse of a professional, etc.).
SELARL's operations are largely modeled on those of the limited liability company (SARL). SELARL benefits in particular from the scheme of Capital businesses (tax on businesses, liability of partners limited to contributions, etc.).
Before performing its registration at RCS: titleContent, the SELARL must have registered with the professional association or have received the approval of the competent authority.
In addition, it must send each year, to the competent authority for authorization 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 associates (€1 minimum). The share capital may consist of contributions in cash (money) and contributions in nature (goods: equipment, machinery, buildings, customers, etc.).
From the moment of 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 decide unanimously 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 a right to vote and one entitlement to dividends.
Please note
SELARL also permits inputs to industry. These contributions do not form part of the composition of the share capital.
Ownership of share capital
The SELARL shall consist ofat least 2 associates. It may also consist of a single associate, then we talk about SELARLU (business of private practice with single-person limited liability).
They may be partners natural persons acting individually 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 practiced by the business, the holding of the majority part of the capital may be 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 of these are held by any professional or legal person established in France or any other european person practicing 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 practicing a legal or judicial profession
- European people practicing a legal or judicial profession
- Businesses for financial holdings of liberal professions, provided that the majority of their capital and voting rights are held by persons exercising a legal or judicial profession established in France or by a European person.
The professional business must include among its members, directly or through a business of financial holdings of professional bodies, 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 practicing 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 partners mentioned above. The period of detention is limited to 5 years following their death.
- Businesses of financial participation of liberal professions (SPFPL)
- Persons practicing 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.
Steering body
SELARL is led 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 is 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 make all management acts in the interest of the business (e.g. taking out professional insurance, sending summonses 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 granted to partners by law.
Collective decisions of partners
Decisions that 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, dismissal and 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 (AGE) : 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 subject to the IS
SELARL is subject to 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 declaration shall be made at the latest on 2e working day next to 1er May.
The amount of business tax (IS) is calculated on the basis of the income for the last financial year. The tax rate is 25% on all of this tax result.
Please note
One reduced rate 15% applicable 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
- It employs less than 50 employees
- She realizes a annual turnover or have a total balance less than €10 000 000
- It must have been created since under 5 years old 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 persons: 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 shareholders, depending on the shareholding of each of them in the capital of the business.
BNC Associates
Since 1er January 2024, the natural persons partners of private practice businesses (SELARL, SELAS, SELAFA...) know a new regime for the taxation of their remuneration from their liberal activity.
Previously taxed in the category of wages and salaries, their remuneration paid by the business in respect of the exercise of the liberal activity (called " technical remuneration ») now falls into the category of non-commercial profits (BNC).
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 BNC.
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 wages and salaries.
The non-commercial profits (BNC) of the partner fall under the controlled reporting, or the scheme micro-BNC if its tax-free revenue in year N-1 or N-2 does not exceed €83,600. The following remuneration shall be taken into account in the assessment of this threshold:
- Technical remuneration paid by the SEL
- Professional expenses of the partner paid in his/her name and on his/her behalf by the SEL, for the year N-1 or N-2 that would have been reported in BNC if they had been collected from 2024 onwards.
Controlled reporting
Any SEL partner covered by the controlled report shall keep accounts : journal book (revenue/expenditure) and fixed assets register.
The partner must perform a annual statement of results (Declaration No 2035-SD) to determine his BNC income, the amount of which he then carries over to his supplementary income tax return (Declaration No 2042 C-PRO).
The associate may deduct actual business expenses (mileage costs, 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 micro-BNC SEL partner must keep a record of the daily details of his or her business income.
He must also carry forward the amount of his technical remuneration on his supplementary 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 HT revenue.
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 income tax returns in 2025, 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 entrepreneur. It calls 3 clarifications :
- The SEL Associate is not subject to the TVA, he shall not charge the TVA 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 carried out by the business, it is therefore the latter alone who is liable for the company property tax (CFE).
- The SEL partner does not can not opt for EURL assimilation which shall be subject to the IS.
Distribution of dividends
When the business makes a profit, SEL's partner is required to receive 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 an overall dividend rate of 31.4%, that is to say 12.8% in respect of income tax and 18.6% social levies.
- Progressive scale of income tax (optional 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 €11,600 | 0% |
From €11,601 à €29,579 | 11% |
From €29,580 à €84,577 | 30% |
From €84,578 à €181,917 | 41% |
More than €181,917 | 45% |
In either case, the partner must declare the dividends received in his personal income tax return as " income from movable capital ».
The manager is appointed among the partners of SELARL. Its social system differs according to its shareholding business.
Majority Manager
From a social point of view, the majority manager of SELARL is covered by 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, accident at work insurance, 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 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 damage can sue the business or professional who committed the fault. If sued, the business can then turn against the partner for reimbursement.
Therefore, SEL and its individual partners are required to subscribe to a professional indemnity 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 SELARL, the shares are freely transferable between partners, between spouses (spouses or partners of Civil partnerships) and between ascending and descending.
On the other hand, transfers of units to third parties foreigner to the business are subject to a approval procedure. In other words, shares cannot be transferred to third parties with the consent of the majority of the partners representing at least the 3/4 unitholders practicing within the business.
In the case of a transfer subject to approval, the proposed transfer must 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. In the absence of a reply 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
As part of an 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 evidenced by a deed
Assignments of social rights established by an act shall be subject to the formality of registration within the 1 month from the date of the act.
The deed of assignment must be deposited on site or by mail, 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 1 month from the date of transfer:
- either through the online service available on impots.gouv.fr in your professional area, under Procedures > Assignments of social rights
Espace professionnel impots.gouv.fr
- or by means of Form No. 2759, to be filed with the registration office to which one of the parties belongs.
Assignment of social or individual business rights not established by an act
Who shall I contact
Payment of registration fee
The transfer of shares gives rise to 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 fee 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 an 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 payable by the purchaser is calculated as follows: Assignment price – (23,000 x Number of shares sold ÷ Total number of business shares) 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 predominantly real estate businesses, 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 |
Allowable Inputs | 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 inception | At least 1/2 from inception | At least 1/2 from inception | 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 | (IS). Possible option for IR | (IS). Possible option for IR | (IS). Possible option for IR | Income tax (IR). Possible option for IS |
Executive's social plan | TNS if majority management, assimilated employee in other cases | Assimilated employee | Assimilated employee | Self-employed person (TNS) |
Social Titles | 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 associates practicing in SELARL | Majority of 2/3 of the members practicing their profession in SELAS | In accordance with the rules laid down in the statutes of SELAFA | 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