What is a SPESAS?

A SPESAS (“Société Pluriprofessionnelle d’Exercice par Actions Simplifiée”) is a Multi-Professional Practice Company, formed as a SAS.

The SPESAS is an innovative legal structure, created to allow the joint practice of several regulated professions (“professions libérales réglementées”), mainly in the legal, accounting, and technical fields. It constitutes a variation of the SPE (“Société Pluriprofessionnelle d’Exercice”) when the latter adopts the form of the SAS.

1. Legal framework: towards regulated interprofessional practice

Created by Ordinance no. 2016-394 of 31 March 2016, the SPESAS is today governed by:

• The Law of 31 December 1990 (art. 31-3 and following);

• Ordinance no. 2023-77 of 8 February 2023, which specifies its scope;

• And by decree, notably those setting the conditions for shareholding or incompatibilities of activities.

It meets a double imperative:

• To promote interprofessional practice of legal, tax, accounting, and financial professions;

• To maintain the independence and ethics specific to each profession practiced within the company.
  

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2. Which professions may form a SPESAS?

The regulated professions (“professions libérales réglementées”) authorized to practice together in a SPESAS are:

• Lawyers (“avocats”) (before the courts or the Conseil d’État/Cour de cassation);

• Notaries (“notaires”);

• Judicial officers (“commissaires de justice”) (formerly bailiffs and auctioneers);

• Judicial administrators (“administrateurs judiciaires”);

• Judicial representatives (“mandataires judiciaires”);

• Industrial property attorneys (“conseils en propriété industrielle”);

• Statutory auditors (“commissaires aux comptes”);

• Chartered accountants (“experts-comptables”);

• Surveyor-experts (“géomètres-experts”) (added by the 2023 ordinance).

Each professional practicing in the SPESAS remains fully subject to his or her ethical rules and to his or her professional jurisdiction (order or chamber).

3. Corporate purpose and ancillary activities

The corporate purpose of the SPESAS is the joint practice of several regulated professions. It may also carry out, on an ancillary basis, commercial activities, provided that they:

• are compatible with the main corporate purpose;

• do not undermine the independence, ethics, or interests of the clients of the professions concerned.

Examples of permitted ancillary activities: wealth management, legal training, provision of shared digital tools, etc.

4. Rules of shareholding

The shareholding of SPESAS is strictly regulated to preserve effective control by professionals in practice.

a. Authorized shareholders (Ord. 2023, art. 101)

The share capital must be entirely held by the following persons:

• Professionals actually practicing within the SPESAS, individually or through a company (of which they hold 100% of the capital and voting rights);

• European professionals practicing one of the professions authorized in the SPE, established in the EU, the EEA, or Switzerland.

b. Exclusion of third-party investors

Persons outside the professions concerned may under no circumstances become shareholders of a SPESAS. There is therefore no possibility of opening the capital to third-party or financial investors.

5. Governance and organization

The SPESAS, as an SAS, benefits from the statutory flexibility of this company form:

• The bylaws freely determine the allocation of powers;

• It is managed by a president (practicing professional) and possibly other statutory managers;

• Collective decisions may be adapted to the constraints of each profession.

However, the internal organization must guarantee respect for the professional rules of each of the shareholders. Internal agreements may be put in place to ensure separation of tasks, avoid conflicts of interest, or guarantee interprofessional confidentiality.

6. Ethics and professional supervision

Each professional member of a SPESAS continues to depend on his or her order or supervisory authority, notably for:

• The exercise of his or her functions;

• Ethical supervision;

• Protection of the independence of the profession.

The structure must be compatible with the joint exercise of the professions, without impairing the rights of clients or the responsibilities specific to each profession.

7. What are the advantages of a SPESAS?

8. SPESAS vs Multi-Profession SPFPL: what difference?

Conclusion

The SPESAS constitutes a strategic structuring tool for professionals in law, finance, and technical fields, who wish to collaborate within a secure framework adapted to their ethical requirements.

If you a lawyer, notary, chartered accountant, statutory auditor, or legal professional considering an interprofessional partnership, the SPESAS may be the solution adapted to your project.