Choosing a legal structure is a major strategic decision for any entrepreneur. In addition to classic forms such as the SARL (limited liability company) or SAS (simplified joint stock company), there are a number of special statutes adapted to specific situations. These structures offer targeted tax and social benefits, but also entail precise regulatory constraints. Understanding these systems will enable you to optimize your legal organization according to your business, your family situation (in particular to benefit from the family quotient) or your wealth objectives. Business legal structures require in-depth analysis before any decision is taken.

What are special company statutes?

Statuts particuliers are specific legal forms created by the legislator to meet specific sectoral or family needs. Unlike traditional structures such as the SARL (limited liability company) or SAS (simplified joint stock company), these forms have operating, tax and governance rules adapted to specific contexts: regulated liberal professions (sociétés d’exercice libéral), real estate activities (SCCV), family businesses (SARL de famille) or individual entrepreneurs wishing to protect their assets (EIRL). Each scheme is designed to meet a specific economic and legal rationale, with targeted tax and social benefits, but also strict regulatory constraints.

The choice of a particular status requires in-depth legal and tax expertise, often with the support of specialized professional accounting services, as part of an overall strategy that takes into account your business, your development objectives and your personal situation.

Sociétés d’exercice libéral: an appropriate framework for regulated professions

Sociétés d’exercice libéral (SEL) are a special type of company for regulated liberal professions. They enable professionals such as lawyers, doctors, architects and chartered accountants to operate as joint stock companies, while respecting their professional ethics.

These structures come in several forms: SELARL, SELAS, SELAFA or SELCA, depending on the classic company model chosen. They offer flexibility in the organization of capital and allow outside investors to join within certain limits. The “société d’exercice libéral” has its advantages and disadvantages, which need to be analyzed in detail.

The tax status of SELs depends on their legal form. A SELARL is subject to corporate income tax by default, with the possibility of opting for income tax under certain conditions. Professional associates are affiliated to the social security scheme for self-employed workers or to the general scheme, depending on their status.

Access to SELs is reserved for professionals registered with the association or holding the requisite title, who must hold more than 50% of the capital and voting rights to guarantee professional independence. Outside investors may participate in the capital up to a maximum of 49%, subject to approval by the professional association, thus facilitating financing and transfer while preserving the professional nature of the structure.

SARL de famille: tax optimization for family businesses

The family limited liability company (SARL de famille) represents a special status offering significant tax advantages to businesses owned by members of the same family. This structure makes it possible to opt for the partnership tax regime, while retaining the protection of limited liability.

To qualify for this status, the company must be formed exclusively between relatives in the direct line (ascendants, descendants) or between brothers and sisters, as well as their spouses and PACS partners. This family configuration entitles the partnership to opt for income tax, enabling profits to be taxed directly at the level of the partners, in accordance with the applicable tax assessment procedures.

The major advantage lies in the possibility of benefiting from the family quotient and avoiding double taxation of profits. Dividends paid out are not subject to the 17.2% social security deductions levied by a conventional corporate income tax (IS) SARL, nor to the 30% flat-rate with holding tax. However, SARL de famille social security contributions apply to all profits, including the undistributed portion.

Conditions for maintaining status

Maintaining SARL de famille status requires constant vigilance with regard to shareholder composition. The entry of a partner who does not respect the required family ties (direct relatives, brothers and sisters, spouses and PACS partners) automatically results in the loss of the income tax option. This situation may arise in the event of an inheritance, gift or transfer of shares.

The status of sole trader and protection of personal assets

Since the law of February 14, 2022 came into force on May 15, 2022, the status of sole proprietor has been radically reformed to offer automatic protection of personal assets. This reform abolished the EIRL (Entreprise Individuelle à Responsabilité Limitée) to create a single, simplified system, accessible to all sole traders without special formalities.

The new mechanism automatically separates the entrepreneur’s personal and professional assets. From now on, only those assets, rights and obligations that are useful for the business activity can be seized by professional creditors. This protection applies automatically, without the need for a declaration of assignment or expert valuation.

In terms of taxation, the sole trader retains considerable flexibility. They can opt to pay corporate income tax, thereby optimizing their remuneration and social security contributions. The EURL’s social security system is similar to that of a sole trader paying corporation tax. A simulation will help you assess the economic benefits of this tax option.

Accounting obligations and simplified formalities

The new status of sole proprietor considerably simplifies administrative formalities compared with the old EIRL system. The entrepreneur no longer has to file a declaration of asset allocation, or have his or her assets valued by an independent expert. Asset protection applies automatically from the start of business.

Accounting obligations vary according to the tax regime chosen. If you opt for corporate income tax, you must keep full commercial accounts, draw up annual financial statements and file them with the register. This rigorous accounting system guarantees financial transparency and facilitates business monitoring, while preserving the separation of assets and liabilities.

SCCV for real estate transactions

The Société Civile de Construction-Vente (SCCV) is a special type of company specifically designed for property development. This structure enables construction programs to be carried out with a view to their sale, with a tax and legal regime adapted to the temporary nature of these operations.

The SCCV is characterized by its limited lifespan, generally set at the duration of the real estate transaction plus the time required for liquidation. This distinguishes the SCCV from conventional non-trading property companies, which are intended to last forever. The advantages and disadvantages of the SCCV must be weighed up in the light of each real estate project. To set up an SCCV, the company must be registered with the Registre du Commerce et des Sociétés, and its beneficial owners must be declared.

From a tax standpoint, unlike conventional non-trading companies, the SCCV is subject todirect taxation via corporate income tax. Under certain conditions, the reduced rate of 15% is applied to the first 42,500 euros of profits. Individual shareholders are taxed on dividends at the single flat-rate withholding tax rate of 30%.

Operational and financial benefits

The SCCV allows several investors to work together on a specific real estate project, with liability limited to the amount of their contributions and great flexibility in the distribution of profits. The structure also facilitates the exit of associates at the end of the project, during the liquidation that takes place after the sale of the lots. The liquidation surplus or deficit is then distributed among the associates in accordance with the terms of the articles of association.

Social aspects of special status

In addition to specific tax issues, each type of company has its own social consequences, which impact on the overall cost of the structure. The comparison between social security charges for SAS and SARL illustrates the importance of this criterion in the choice of structure. The difference between the self-employed regime (majority manager of SELARL, family SARL) and the general regime (president of SELAS) can represent several percentage points on contributions, with varying levels of social protection. This social dimension must be taken into account right from the choice of status phase, taking into account your personal situation and your needs in terms of social protection.

Strategic choices and legal support

The choice of a particular status is based on a number of decisive criteria: the nature of your business (liberal profession, real estate, family business), the composition of the shareholder base, and your objectives in terms of asset protection and tax optimization. A SEL is ideal for regulated professions, a SARL de famille for family structures seeking tax transparency, and an EIRL for asset protection without setting up a company. Legal formalities and set-up times vary from 2 weeks for an EIRL to 4-6 weeks for a SEL or SCCV, requiring professional approvals and validations.

Setting up a special status requires legal and tax expertise to ensure compliance with eligibility conditions and the drafting of appropriate articles of association. This decision is part of an overall wealth strategy that takes into account your development prospects and the regulatory constraints specific to each structure.