Choosing the right structure to grow your professional practice

The situation

Our support

1. 01

   Choosing the right structure for practising and holding the shares

   We began by analysing the rules applicable to his profession and the way his firm was organised.

   Several options were compared:

   • holding the shares of the operating company directly;
   • an ordinary holding company, in the form of a SARL or a SAS, where the professional rules allowed it to enter the share capital;
   • an SPFPL, specifically designed to hold interests in companies practising a regulated profession;
   • no holding company at all, where the income was largely to be taken personally and no acquisition or reinvestment project had yet been defined.

   An SPFPL may itself take the form of a SARL, a SAS, a SA or a partnership limited by shares. Its defining activity remains holding shares in operating companies, or in foreign groupings, practising a regulated profession.

   Point of attention. The right holding company depends on the profession, on the company held and on the professional’s future plans. An SPFPL is neither compulsory nor always preferable to an ordinary holding company.
2. 02

   Organising the financing and the flow-up of profits

   The professional needed to finance the acquisition of new shares. We therefore compared:

   • a loan taken out personally;
   • a loan taken out by an ordinary holding company;
   • financing arranged at the level of an SPFPL.

   The holding company could borrow to acquire the shares of the operating company, then use the dividends received to repay the debt.

   Where the conditions of the parent-subsidiary regime set out in articles 145 and 216 of the CGI are met, the dividends received by the holding company are exempt from corporate income tax, subject to the add-back of a 5% share of costs and expenses. This regime requires, in particular, a holding of at least 5% in the distributing company.

   Simplified example: where an operating company distributes 50,000 euros to a holding company covered by the parent-subsidiary regime, corporate income tax is calculated on a 5% share, i.e. 2,500 euros, and not on the whole dividend. The cash can thus be used at the level of the holding company to repay debt or finance another professional project.

   The SPFPL could also provide certain services to its subsidiaries and hold real estate assets, but only within the framework set out in article 110 of the ordinance of 8 February 2023. The services and assets concerned must be intended for the operation of the companies in which it holds interests.

   Point of attention. The SPFPL must not be used as a general wealth-holding company to freely house investments or assets unrelated to the professional activity. The arrangement must remain consistent with its purpose and have a genuine professional usefulness.
3. 03

   Analysing remuneration and the social-contribution risk on dividends

   We then compared the consequences of remuneration, of a direct distribution by the operating company and of a flow-up of dividends to the holding company.

   For self-employed workers, the portion of personally received dividends exceeding 10% of the share capital, share premiums and shareholder loans may fall within the base for social security contributions.

   We also drew the client’s attention to the Court of Cassation ruling of 19 October 2023, which subjected to social security contributions dividends paid by a SELARL to an SPFPL in a specific configuration: the dental surgeon was the only practising professional in the SELARL and held the SPFPL together with his spouse.

   The ministerial reply of 27 February 2025 stated that this decision should not be regarded as a ruling of principle generally calling into question the distinction between the individual and the holding company. It ties the outcome to the particular circumstances of the case and to the interposition of a holding company that appeared to be intended to circumvent the social security rules.

   Point of attention. The flow-up of dividends to an SPFPL cannot be presented as a solution automatically exempt from social security contributions. The configuration of the company, the number of practising professionals, their remuneration and the actual role of the holding company must all be analysed.

   In the case at hand, we therefore recommended maintaining remuneration consistent with the activity carried out, and not building the structure around a systematic substitution of dividends for professional remuneration.

4. 04

   Anticipating a change of firm or a future sale

   Finally, we analysed what would happen to the holding company if the professional sold his shares to join another operating company.

   Where the shares are held directly, contributing them to a holding company may, depending on the circumstances, fall under:

   • the tax deferral (sursis) provided for by article 150-0 B of the CGI, if the holding company is not controlled by the contributor;
   • or the roll-over relief (report) provided for by article 150-0 B ter of the CGI, where the holding company is controlled by the contributor.

   These mechanisms make it possible to defer the tax on the contribution gain, but their consequences must be monitored on any subsequent sale of the shares.

   For an SPFPL, the reinvestment must also remain compatible with its professional purpose. The company is intended to hold interests in operating companies. If it sells all of its shares and no longer holds any professional interest, it must return to an activity consistent with its purpose or be converted into an ordinary holding company within the applicable time limit, failing which it may be dissolved.

   Point of attention. The structure chosen today must remain suitable if the professional changes firm, acquires a new interest or sells the business. An SPFPL is particularly relevant where the proceeds must remain dedicated to a new professional project.