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 50% 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.

Ownership of share capital

SELAS must consist ofat least 2 associates. 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.

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.

Governing bodies

SELAS is headed by a president natural or legal person. The president must be chosen from among the associates and must carry out its regulated liberal activity within the business.

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.

The partners are free to set up other management bodies:

• Director-General : one or more Chief Executive Officers may be appointed from among the members working within the business. It is possible to give a Director-General full management authority and to let the President represent business in third parties (which cannot be taken away from him).
• Steering and Control Committees : an oversight committee to oversee the management of the president, or a steering committee that will have the authority to direct business internally.

Collective decisions of partners

The articles of association shall determine the decisions to be taken collectively by the members, in the forms and under the conditions laid down in them:

• Body empowered to take the decision : general meeting or board of directors
• Number of votes required : classic majority (+ 50%), 2/3 majority, 3/4 majority, etc.
• Quorum required : the minimum number of persons present or represented for a valid vote or decision.

SELAS subject to IS

SELAS 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 declaration shall be made at the latest on 2^e working day next to 1^er 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.

BNC Associates

Since 1^er 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.

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 name and on his 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.

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.

Window of company formalities

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%).

In either case, the partner must declare the dividends received in his personal income tax return as " income from movable capital ».

Disposal of free shares

Within SELAS, the sale of shares is subject to a approval procedure and this, regardless of the beneficiary of the transfer (a partner, a spouse, a ascending or descendant, a third party outside the business, etc.).

Thus, the shares cannot be sold with the consent of the majority of the partners representing at least the 2/3 members practicing within the business.

Declaration of the transfer

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.

The amount of this tax is 0.1% of the sale price.

The rate goes to 5% for predominantly real estate businesses, i.e. businesses with more than half of the assets of buildings not assigned to his professional operation.