A SELARL is a corporate structure designed for the practice of a regulated professional occupation, while offering the benefits of a corporate entity.
In this respect, the SELARL is a version of the SARL and the EURL—which are so popular among tradespeople—designed exclusively for the liberal professions.
If you’re interested in this legal structure, you should know that, just like with an EURL, you can set it up on your own. You’re no longer required to partner with other practitioners.
Setting up a SELARL involves seven steps, which will enable you to own your own company and become the manager of a fully-fledged legal entity. These seven steps are as follows:
- Validation of a license to practice a professional occupation,
- Drafting of the company's articles of incorporation,
- Depositing cash contributions into a bank account,
- Publication of the notice of incorporation in a legal gazette,
- Fill out Form M0,
- Complete the declaration regarding the beneficiary registry,
- Submission of the application to the appropriate CFE.
We will go over each of these points in detail so that everything is perfectly clear to you before you begin this process.
Verify authorization to practice a professional occupation
Certain professional occupations are distinguished by the fact that they are regulated professions. Entry into these professions is subject to the requirement ofobtaining a degree or a credential issued by a professional body.
In order to practice a professional activity, the applicant must submit, at the time of filing the application with the CFE, the diploma(s) and credentials required to practice the professional activity specified in the company’s articles of incorporation.
SELs (professional service companies) may only be formed by independent professionals whose profession is governed by laws or regulations.
Drafting of the company's articles of incorporation
Your company's articles of incorporation clearly define the rules governing how your business operates. They clarify the relationships among the partners, as well as the company's relationships with third parties.
The articles of incorporation must include the following mandatory provisions:
- The company name,
- The registered office (company address),
- The corporate purpose (the business activity or activities carried out),
- Share capital (amount of capital in euros),
- The form of contributions (cash contributions, contributions in kind, contributions of assets),
- The fiscal year-end (normally December 31 of each year),
- The terms and conditions for the transfer of shares.
All of these provisions make up part of the articles of incorporation. Only part, however, as the articles of incorporation must be specific regarding the company’s operations, particularly with regard to decision-making procedures.
To ensure that your articles of incorporation are clear and legally sound, you can consult legal professionals who will assist you in drafting them. Running a business requires making decisions on a regular basis, so it’s important to streamline these decision-making processes to avoid creating unnecessary problems.
Depositing funds into a bank account
To start your business, you must make capital contributions, particularly in cash. It is the manager’s responsibility to demonstrate that they will be able to cover initial expenses during the first few months of operation.
However, contributions—which will constitute the company’s share capital—cannot be deposited into just any account. While not all companies need a business bank account, corporations such as SELARLs are required to open one.
You can open a business bank account at any bank (Crédit Mutuel, La Poste, etc.), as well as online through specialized banking platforms. However, it’s important to note that a bank has the right to refuse to open such an account for you. It may do so without even explaining the reason for its refusal.
If no bank has agreed to open a business account for you (which is an extremely rare situation), you can contact the Banque de France. Under the “right to a bank account” procedure, the Banque de France can designate a bank, which will then be required to open a business account for you.
Funds are deposited into this account when the company is incorporated. If you’re uncomfortable with having a separate business bank account, know that you can close it once your company is incorporated. There is no law requiring you to keep this account.
However, keep in mind that if you close your business account, payments from your clients or patients will be deposited directly into your personal account. In such cases, the tax authorities may consider all of these payments to be income and tax you accordingly.
The publication of a notice of incorporation in a legal gazette
Once the articles of incorporation have been drafted, the business bank account has been opened, and the capital contributions have been made, you will need to find a legal gazette in which to publish the notice of your company’s formation.
Legal gazettes allow you to notify the public of your company’s formation. Legal gazettes are authorized publications. Therefore, you cannot choose to publish this notice in just any local newspaper.
In addition, you will need to choose a legal gazette located in the same department as your company’s registered office. This is your company’s address, the one you listed in the articles of incorporation.
There is a fee for filing the notice. This fee is set by decree as a flat rate. Thus, forming a SELARL will cost you €121 if it is a single-member entity, and €144 if there are multiple partners, with the exception of the departments of Mayotte and Réunion.
In these two departments, the cost of the ad is €146 and €172, respectively.
You should be aware, however, that the fee may be calculated based on the number of characters, and that the following elements must appear in the ad:
- The company's name,
- The legal form (in this case, a limited liability partnership),
- Share capital,
- The corporate headquarters,
- The corporate purpose (i.e., the business activity or activities carried out),
- The company's lifespan (maximum 99 years),
- The names and addresses of the partners who are jointly and severally liable for the company’s debts,
- The name and address of the manager,
- The court clerk's office responsible for registering the company with the Commercial Register.
Under no circumstances should you visit websites that advertise low rates. Legal notice journals must be authorized by the prefecture. Those not listed on the website we provided are not authorized to publish legal notices. You will therefore lose your money, and your application will be invalid.
Form M0
Form M0, also known as Cerfa 11680*10 (not to be confused with Cerfa No. 13959*08), is the form that must be completed in order to register a SELARL.
Simply print it out, fill in the fields, and print it again to include it with your application. The form is provided in duplicate. Be sure to keep one copy for yourself until your company is registered, in case your application is lost in whole or in part.
Complete the declaration for the beneficiary registry
The beneficial owner registry is a document listing all the partners of SELARL. It allows authorized individuals to access this registry via the API website in order to identify all persons with decision-making authority within the company.
To file this declaration, simply visit the Infogreffe website and select the option to declare the beneficiaries directly online. The fee for this procedure is €21.41.
Submission of the application to the CFE
The Business Formalities Center is an organization that assists businesses in completing their administrative procedures. It may be a local office of the URSSAF in your area, the clerk’s office of the commercial court with jurisdiction over the location of your headquarters, or your local tax office.
For SELARLs, the CFE responsible for receiving your application is the clerk’s office of the commercial court whose jurisdiction covers the address of your registered office. This court will also have jurisdiction to hear any disputes in which you may be a party.
If you’re planning to start your own practice as a self-employed professional, rest assured. By earning your degree or professional certification, you’ve already done the hard part. Setting up your SELARL is just a formality that will allow you to practice your profession.
If you have questions about drafting your articles of incorporation, are having trouble filling out your M0 form (Cerfa 11680*10), or need help opening a business bank account, you can always turn to professionals like the advisors at SeDomicilier, who provide day-to-day support to simplify all the administrative, tax, and legal procedures for new business owners. Simply fill out an online questionnaire and an advisor will call you back.
It is better to consult professionals when starting a business rather than risk losing a significant amount of money resolving disputes that may arise during the company’s operation due to articles of incorporation that are vague, unclear, or fail to address essential matters.
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