All of French Company Law: ordinary law of companies and specific regime for different types of companies

Company Law (en cours)

On 1 September 2024, the ordinance of 8 February 2023 concerning the practice of regulated liberal professions in company form , issued pursuant to the enabling law 2022-172 of 14 February 2022 in favor of independent professional activity , came into force. The ordinance aims to simplify, clarify, make more readable, and secure the legal framework applicable to the practice of regulated liberal professions in company form. It also seeks to provide new development tools for professionals while strengthening the protection of their independence.

To this end, it defines what regulated liberal professions are, outlines the contours of the three families grouping them  and establishes the use of the notion of "practicing professional." It also aims to improve the readability of applicable provisions, made complex due to successive reforms, to compile in a single text all the cross-cutting texts applicable to regulated liberal professions while harmonizing the provisions concerning them, and to simplify through the convergence of existing corporate practice regimes. Furthermore, the ordinance aims to simplify the transmission and dissolution of professional civil companies, to offer legal entities the possibility of being partners within a partnership of liberal professions, to meet the needs for flexibility and adaptability in practice, to expand the framework for multi-professional practice, and to facilitate the pooling of resources to meet the growing need for skill sharing. It also improves the system of liberal holdings and broadens their investment scope to promote the economic development of liberal enterprises. Finally, it introduces or clarifies a number of operational safeguards to strengthen the protection of professionals' independence by improving the transparency of the structures' operations vis-à-vis the competent authorities, in order to enhance the effectiveness of their oversight.

As of 1 September 2024, the law of 29 November 1966  and that of 31 December 1990 , which previously governed professional civil companies, are repealed to make way for the single text of the ordinance, which reorganizes and centralizes within the same book the provisions concerning professional civil companies (SCP), non-trading private companies (SCM), cooperative companies or SCOOP, and joint ventures of liberal professions. Specific books are dedicated to liberal professional companies (SEL), multi-disciplinary professional practices (SPE), as well as financial holding companies of liberal professions.

However, regarding regulated liberal professions, the objective of simplification does not seem to be truly achieved: it will still be necessary to combine several texts, namely the provisions of the ordinance, and, insofar as these do not derogate from them, those of ordinary law and special company law, as well as those of the decrees issued for each profession concerned.

Ord. No 2023-77 of 8 February 2023 on the practice in company form of regulated liberal professions, JO of 9 February 2023.

L. 2022-172 of 14 February 2022 in favor of independent professional activity, JO 15 February 2022.

Pursuant to Article 2 of the ordinance, regulated liberal professions are grouped into three categories: i) health professions; ii) legal or judicial professions; iii) technical and lifestyle professions.

L. 66-879 of 29 November 1966 relating to professional civil societies.

L. 90-1258 of 31 December 1990 relating to the practice in the form of companies of liberal professions subject to a legislative or regulatory status or whose title is protected and to financial holding companies of liberal professions.

681. "Codification" of the law on professional civil societies