The Société d’Exercice Libéral à Responsabilité Limitée (SELARL) offers liberal professionals a legal structure adapted to their specific needs. This corporate form combines the advantages of a capital company with the practice of a regulated liberal activity. Let’s take a detailed look at the features, operation, and implications of SELARL for practitioners considering this option.
Definition and characteristics of a SELARL
SELARL is a legal form designed specifically for regulated liberal professions. It allows these professionals to carry out their activity in corporate form while benefiting from limited liability. This structure is aimed at a wide range of professions, including:
- Lawyers
- Doctors
- Dentists
- Accountants
- Architects
- Nurses
- Veterinarians
- Notaries
SELARL is distinguished by several essential characteristics:
- A minimum share capital set at only 1€
- A number of partners between 2 and 100 (or just 1 for SELARLU)
- The obligation for partners practicing the profession to hold more than 50% of the capital and voting rights
- A clear separation between personal and professional assets
This structure thus offers a appreciable flexibility for professionals wishing to practice in a company while maintaining control of their activity.
Operation and management of a SELARL
The operation of a SELARL is structured around several key aspects which define its organization and daily management. Here are the main things to consider:
Manager status : The manager of a SELARL has the status of self-employed worker (TNS). He is affiliated to the Social Security of the self-employed, which implies social protection different from that of traditional employees.
Decision making : Important decisions are taken at general meetings, thus ensuring collective and transparent governance of the company.
Accounting management : SELARL is required to put in place a rigorous accounting, essential for the financial and fiscal monitoring of the activity.
Taxation : One of the major assets of SELARL lies in its tax flexibility. Partners can opt for either corporate tax (IS) or income tax (IR), depending on what is most advantageous for their situation.
The remuneration of partners can take two main forms:
| Type of remuneration | Features |
|---|---|
| Salary | Deductible if the SELARL is subject to IS |
| Dividends | Subject to flat tax of 30% or progressive IR scale |
This duality allows a tax optimization based on the company’s results and the personal needs of the partners.
Advantages and disadvantages of SELARL
Like any legal form, SELARL has advantages and disadvantages that it is important to weigh carefully before making your choice. Let’s look at the main points to consider:
Benefits :
- Advantageous taxation : The possibility of choosing between IS and IR offers appreciable tax flexibility.
- Control of social charges : The TNS status allows a certain optimization of social security contributions.
- Limited liability : The partners are only responsible up to the amount of their contributions, thus protecting their personal assets.
- Increased credibility : Working in a company can strengthen the professional image with clients and partners.
Disadvantages:
- Limited social protection : The self-employed scheme generally offers fewer guarantees than that of employees.
- Complexity and cost of creation : Setting up a SELARL requires more cumbersome administrative procedures than an individual company.
- Taxation of dividends : The distribution of dividends may be less tax advantageous than the payment of a salary in certain cases.
- Increased accounting obligations : Maintaining rigorous accounting is essential and can represent an additional burden.
It is important to note that SELARL compares favorably to other social forms such as SELAS (Simplified Liberal Practice Company). In particular, it offers a better remuneration taxation, although social protection is generally less extensive.
Creation process and formalities of a SELARL
The creation of a SELARL involves several crucial steps and specific administrative formalities. Here is an overview of the process to follow:
- Drafting of statutes : This is the fundamental step which defines the rules of operation of the company. It is recommended to call on a legal professional to ensure the conformity of the statutes.
- Validation by the professional order : The statutes must be approved by the order or representative body of the profession concerned.
- Deposit of share capital : Although the minimum is set at €1, it is wise to provide sufficient capital to start the activity peacefully.
- Registration in the Trade and Companies Register (RCS) : This step formalizes the creation of the company.
- Tax declaration : You must choose the tax regime (IS or IR) and make the necessary declarations to the tax services.
- Affiliation to social organizations : The manager must register with the Social Security of the self-employed.
There average creation time of a SELARL is approximately 3 to 4 weeks, but can vary depending on the complexity of the file and the responsiveness of the different stakeholders.
In the event of cessation of activity, the dissolution and liquidation of a SELARL follow the same rules as for other forms of companies. This procedure generally involves the appointment of a liquidator, the settlement of debts, and the distribution of any liquidation bonus between the partners.
Finally, SELARL represents an attractive option for self-employed professionals wishing to structure their activity as a company. It offers an interesting balance between asset protection, tax flexibility and maintaining professional control. However, as with any important decision, it is recommended to consult experts (lawyers, accountants) to ensure that this choice perfectly corresponds to your situation and your long-term objectives.