Choice of practice structure
Sole practice, société d’exercice libéral, multi-professional company, société civile professionnelle: the choice commits you on social security, on tax and on liability, and is rarely revisited without cost.
Architects, accountants, notaires, lawyers, surveyors, consultants: these professions share the same difficulty. The value of the business rests on people, which makes partnership as profitable as it is risky, and separation as costly as it is frequent.
We act for independent professionals and their practice structures in the Basque Country, Béarn and the Landes, both on setting up and when the time comes to pass the practice on.
Sole practice, société d’exercice libéral, multi-professional company, société civile professionnelle: the choice commits you on social security, on tax and on liability, and is rarely revisited without cost.
Contributions, division of profits, governance, personal clientele, undertaking to be present, conditions for withdrawal: this is the document that will determine the value of your shares on the day you leave.
Self-employed or salaried collaboration, the fee paid over, personal clientele, notice, the provision of the practice’s resources: the contract must preserve the collaborator’s independence, failing which it is reclassified.
Valuation of the shares, expert determination in case of disagreement, non-reinstallation clause, what becomes of the files in progress: provided for in the articles, a withdrawal is settled in a few weeks; improvised, it paralyses the practice.
The split between remuneration and dividends, current account advances, partners’ accounts out of balance: these technical questions are behind most of the tensions between partners.
A professional or a commercial lease, sharing premises with colleagues, a société civile de moyens: the status of the premises determines the value of the practice and how easily it can be passed on.
A claim brought, notification to the insurer, the interplay with the professional body or chamber: how the first few days are handled determines whether cover applies and how the matter ends.
Share transfer, sale of the clientele, bringing the successor in gradually, fitting this with the pension arrangements: a successful handover is prepared three to five years before departure.
The right moment
A partnership agreement drafted when the practice is set up fixes the exit value. The same point, discussed at the moment of departure, is settled by expert determination, then by proceedings.
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
Sole practice remains the simplest as long as the activity is modest and solitary. The société d’exercice libéral makes it possible to separate the assets, to take in partners and to adjust remuneration. The société civile professionnelle, older, survives in certain professions but appeals less for reasons of liability.
By a combination of methods: a percentage of turnover or of gross operating profit according to the custom of the profession, the value of the assets, and an adjustment for how far the clientele can genuinely be transferred. The articles can set the method in advance, which avoids a court-ordered valuation.
It is, if it is limited in time, in space and to the activity concerned, and proportionate to the legitimate interests of the practice. Drawn too widely, it is struck down in its entirety, and the departing colleague can set up across the road.
It is in fact a condition of that status: the self-employed collaborator must be able to build up a personal clientele and to have the practice’s resources for that purpose. Failing that, the collaboration is reclassified as a contract of employment, with all the social security consequences that follow.
Everything depends on what the articles and the partnership agreement provide. In the absence of any stipulation, the clientele belongs to the structure, but the clients remain free to follow the departing professional. The non-reinstallation clause then becomes the only means of regulation.
The rules on holding the capital vary from profession to profession and are generally restrictive, in particular as to voting rights. Some openings exist in favour of professionals carrying on the same activity, including through a holding company (société de participations financières).
By negotiating a withdrawal protocol in the very great majority of cases. Judicial dissolution for disagreement requires the running of the company to be paralysed and is ordered only exceptionally — it is a threat more than a solution.
Practice areas involved
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