What is a SPFPL?

A Holding Company for Regulated Professions (“Société de Participations Financières de Professions Libérales” – SPFPL) is a company whose purpose is to hold shares in Professional Practice Companies (“sociétés d’exercice libéral” – SEL), while complying with the specific rules governing Regulated Professions (“professions réglementées”).

It enables professionals of regulated professions (“professions libérales réglementées”) to structure, consolidate, or transfer their practice, while pooling financial and technical resources.

I. Definition and Legal Basis

Instituted by the Law of 31 December 1990, Holding Companies for Regulated Professions (“Sociétés de Participations Financières de Professions Libérales” – SPFPL) are civil or commercial companies created to hold shares or stock in Professional Practice Companies (“sociétés d’exercice libéral” – SEL) exercising one or more regulated professions (“professions libérales réglementées”), such as lawyers, doctors, architects, accountants, or pharmacists.

Their framework has been specified and modernized by several texts, notably:

• Law of 11 December 2001;

• Law of 6 August 2015 (Loi Macron);

• Ordinance no. 2023-77 of 8 February 2023, applicable from 1 September 2024.

SPFPL may adopt the legal form of a SAS (“Société par Actions Simplifiée”), SARL (“Société à Responsabilité Limitée”), SA (“Société Anonyme”) or SCA (“Société en Commandite par Actions”), with the mandatory mentions:

• “Société de participations financières de professions libérales” (SPFPL);

• followed by the profession or professions concerned.
  

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II. Purpose and Operation

The SPFPL is not merely a holding structure on paper: it has a clear role in the organization and management of regulated professional practices. Its purpose is to concentrate ownership, simplify governance, and provide an efficient framework for collaboration between several practice companies (“sociétés d’exercice libéral” – SEL). At the same time, the law strictly defines the scope of its permitted activities, striking a balance between flexibility and compliance with professional rules.

1. The SPFPL is a tool for capital structuring

As a Holding Company for Regulated Professions, the SPFPL (“Société de Participations Financières de Professions Libérales”) is a vehicle allowing:

• the grouping of shares or stock of several Professional Practice Companies (“sociétés d’exercice libéral” – SEL) under a single entity;

• centralized management and pooling of resources (premises, equipment, secretariat…);

• facilitation of the entry or exit of partners through the transfer of securities of the SPFPL rather than of the SEL itself.

2. Authorized activities for a SPFPL

The SPFPL may:

• hold shares or stock of French or foreign SEL;

• hold real estate strictly intended for the activity of the companies in which it holds participations (Ord. 2023, art. 110);

• for certain professions, invest in commercial companies carrying out authorized ancillary activities.

3. Typology: Single-Profession and Multi-Profession SPFPL

The law distinguishes between two main categories of SPFPL: single-profession (“monoprofessionnelle”) and multi-profession (“interprofessionnelle”). This typology reflects the degree of specialization or diversification chosen by professionals. While the first is reserved for members of the same profession, the second allows the pooling of several regulated professions within a single holding company.

a. Single-Profession SPFPL (“SPFPL monoprofessionnelle”)

It groups exclusively professionals practicing the same profession (e.g., lawyers, veterinarians, doctors). It may be formed of natural persons or legal entities, established in France or in the European Union.

🔹Simplified regime: simple declaration to the relevant professional order, without prior authorization (except in the case of ministerial offices).
🔹 Management: the supervisory body must include at least one person practicing the same profession as that of the companies held (Ord. 2023, art. 124).

b. Multi-Profession SPFPL (“SPFPL interprofessionnelle”)

Created by the Law of 28 March 2011 (modified by the Loi Macron of 2015 and Ord. 2023), this structure allows the holding of shares in several Professional Practice Companies (“sociétés d’exercice libéral” – SEL) exercising distinct professions, such as:

• Lawyer (“avocat”);

• Notary (“notaire”);

• Judicial officer (“commissaire de justice”);

• Chartered accountant (“expert-comptable”);

• Statutory auditor (“commissaire aux comptes”);

• Surveyor-expert (“géomètre-expert”), etc.

🔹Objective: to allow interprofessional practice between lawyers, tax specialists, accountants, while respecting ethical balances.
🔹 Notable derogation (Ord. 2023, art. 126): a double majority of capital and voting rights may be held by professionals other than those of the profession being held, under conditions.

4. Rules on Shareholding and Voting Rights

The distribution of capital and voting rights in an SPFPL is strictly regulated to ensure that control remains in the hands of active professionals. This framework reflects the fundamental principle that regulated professions cannot be managed by purely financial investors without professional qualifications. While the general rule preserves majority control by practitioners, certain derogations exist depending on the legal form adopted and the professions involved.

a. General rule (Ord. 2023, art. 114)

More than 50% of the capital and voting rights of the Holding Company for Regulated Professions (“Société de Participations Financières de Professions Libérales” – SPFPL) must be held by persons practicing one of the professions carried out by the companies held.

This guarantees the effective control of the practice structures by professionals in activity.

b. Derogations depending on forms and professions

• For multi-profession SPFPL (“SPFPL interprofessionnelles”), the majority may be shared between the different professions concerned (e.g.: lawyer / chartered accountant);

• For SPFPL in the form of a SAS (“Société par Actions Simplifiée”), management must be ensured by professionals in practice in at least one of the companies held.

For SA (“Société Anonyme”) and SCA (“Société en Commandite par Actions”), only two-thirds of the members of the management body must be professionals in practice.

5. Ethical Supervision and Control

SPFPL are registered on the roll or register of the relevant professional order. They are subject to information obligations towards this order or authority.

In case of non-compliance with the legal conditions:

• The company has a period of one year to regularize;

• Failing that, an action for dissolution may be brought before the court;

• An additional judicial period of 6 months may be granted.

Notable case-law: A major decision of the Conseil d’État (Council of State) (CE, 29 May 2020, n°416413) recalled that an SPFPL may be controlled by a SELAS (“Société d’Exercice Libéral par Actions Simplifiée”), provided that the capital and voting rights are effectively held by professionals in practice. This validates cascade structures involving SPFPL, SELAS, and SEL, provided that the profession is indeed exercised by those holding the power of effective control.