Regulated professions
A regulated profession is structured in its own distinctive way: its capital is regulated, its professional ethics are hard law, and every arrangement is read through two lenses, that of the tax authorities and that of the professional body.
We ourselves practise a regulated profession: we know from experience the value of independence, confidentiality and professional collegiality, and we hold one constant conviction.
The practitioner at the head of a practice structure wears three hats that are at odds with one another: a professional bound by their code of ethics, the manager of a business with partners, an individual concerned with preparing the sale of their practice. Articles of association never brought into line with the reform of 8 February 2023, a young partner seeking capital that the ownership rules make difficult, a sale of a patient base or client base to be secured: each question cuts across company law, tax and professional ethics; answering it by combining all three is precisely what we do.
Your experience
The sale of a patient base or client base has nothing in common with the sale of an ordinary SME: professional capital gains and the split of ownership (démembrement) are governed by rules that few business lawyers truly master.
And when the risk materialises, the consequences can be dramatic: a search that puts professional secrecy at stake, disciplinary proceedings compounded by a fee dispute.
Our expertise
We assist from the structuring of remuneration through to the taxation of the sale, with the technical expertise specific to independent practice. A poorly structured sale costs dearly to whoever discovers it too late.
We structure the admission of a new partner or the merger of two practice structures. And we defend practitioners on both fronts at once, disciplinary and criminal, something a general criminal lawyer unfamiliar with these practices does not always do.
We structure financial holding companies for regulated professions (sociétés de participations financières de professions libérales, SPFPL), which make it possible to open up the capital without losing control of the practice, and we act in the handling of professional indemnity claims, where the financial stakes are always compounded by disciplinary ones.
Fund-backed consolidators are already testing the limits of ownership rules, from accountancy to medical biology. The wave of retirements ahead will turn the sale of practices and patient bases into a mass market, with valuation methods the professions have not yet settled. And the automation of standardised work will shift value towards complex advice, raising a question no one has answered: who, between the tool, the structure and the professional, captures its price?
