Doctors, dental surgeons, physiotherapists, nurses, pharmacists and vets practise within a framework of their own: sociétés d’exercice libéral, cost-sharing structures, professional governing bodies, standard contracts imposed on them. The general rules of company law apply, but always filtered through the profession’s code of conduct.
We act for practitioners and their structures on the Basque coast, in Pau and in the Landes, working alongside their accountant and, where the question calls for it, their professional body’s council.
Setting up a société d’exercice libéral, converting a sole practice, creating a holding company (SPFPL) to hold the shares and organise the succession. We draft the articles, check that they comply with the rules of the profession and see the approval by the professional body through.
Sharing premises, equipment and staff without sharing fees requires a precise framework, failing which the authorities reclassify the arrangement. We set up these structures and draft the cost-sharing agreements.
The sale of a civil patient base is lawful provided the patient’s freedom of choice is preserved. The difficulty lies in the valuation, in the warranties given and in the handover period with the colleague taking over. We draft the deed and the warranty that goes with it.
Practising in a private hospital, liberal collaboration, joining a SEL: these contracts determine the fee paid over, the patient base, the notice period and what comes after. We draft them or review them before signature, pointing out the clauses the professional bodies refuse.
A badly framed locum arrangement risks reclassification as employment and disputes over the patient base. The contract must provide for the duration, the share of fees paid over, insurance and the bar on setting up nearby.
The premises determine the value of your practice on the day you sell it. Depending on the structure and the activity, the lease is a professional lease or a commercial lease, with very different consequences for duration, renewal and eviction compensation.
The withdrawal of a partner, exclusion, deadlock between practitioners: these situations are resolved all the better for having been anticipated in the articles and the internal rules. When they arise, we prefer negotiation and mediation to proceedings.
Selling your shares in a SEL, passing the practice on to a colleague or to your children, fitting the sale together with capital gains tax and the pension regime: preparation begins three to five years before the departure, not six months before.
The right moment
A partnership agreement reviewed before signature costs one consultation. The same clause, discovered when two practitioners are parting company, costs months of proceedings and sometimes the patient base.
The subject is the same. It is when it is dealt with that makes the cost.
How we work
You set out the situation, we say frankly whether we are the right people and what the work would involve. No commitment at this stage.
It describes what is done, what is not, the basis on which fees are calculated and the timetable. Nothing starts without your written agreement.
One lawyer holds your file; each question is dealt with by whichever of us handles it every day. You have only one person to call.
Formalities, filings, deadlines: the firm takes over and keeps you informed until the file is closed.
Frequently asked questions
It is where the point is to hold several SEL, to organise a debt-financed buy-out of shares or to prepare a gradual succession. It is much less so for a sole practitioner with no acquisition in view: the running costs and the reporting requirements are then not made up for. We put figures on both scenarios before advising.
The courts have accepted it since 2000, provided the patient’s freedom of choice is preserved. What is actually sold is a package: introduction to the patients, an undertaking not to set up nearby, premises, equipment, sometimes staff.
More than is generally thought, particularly on the fee paid over, the basis on which it is calculated and the conditions for revising it, and on what becomes of the patient base at the end of the contract. The room for manoeuvre exists above all before signature, very little after.
Yes, the single-member SELARL is open to most healthcare professions. It allows the professional assets to be kept separate, remuneration to be adjusted and the future arrival of a partner to be prepared. Whether it is worthwhile for tax depends on the level of income and on the share reinvested in the structure: the calculation is done with your accountant before deciding.
Mainly those that affect the practitioner’s independence or the patient’s freedom of choice: non-establishment clauses that are excessive in duration or in area, disproportionate fees paid over, undertakings of exclusivity in prescribing, or any provision allowing a non-professional third party to steer the practice. The contract must be sent to the professional body’s council.
There is no official scale. Practice takes a percentage of the fees or of the gross operating surplus of the last few years, adjusted for the speciality, the location, the state of the premises and the share of the patient base that can be transferred. The gap between two methods can reach thirty per cent: it is the point that deserves to be discussed first.
The professional lease, of six years minimum, is more flexible but gives no right to renewal and no eviction compensation. The commercial lease gives more protection and adds value to the premises on a sale, but requires a compatible activity. The choice determines the resale value of the practice.
Practice areas involved
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