Mergers and acquisitions involving professional practice companies (SEL – Sociétés d'Exercice Libéral) are playing an increasingly important role in the healthcare sector, particularly in specialties requiring significant technical investments such as radiology, medical imaging, medical biology and oncology.
These transactions raise complex legal, regulatory and financial issues. They involve not only corporate law considerations but also the specific regulatory constraints applicable to licensed healthcare professions.
Whitefield assists healthcare professionals and medical organizations in structuring and securing these strategic transactions.
What is a Professional Practice Company (SEL)?
Professional practice companies (SEL) allow healthcare professionals to carry out their activities through corporate entities while complying with the regulatory framework governing licensed professions.
Several legal forms exist, including:
- SELARL (limited liability professional practice company);
- SELAS (simplified joint-stock professional practice company);
- SELCA (professional partnership limited by shares);
- SELFA (public limited professional practice company).
These structures allow in particular:
- the joint exercise of a medical activity;
- the organization of significant technical platforms and medical equipment facilities;
- the pooling of investments and operating costs;
- the gradual entry of new partners.
In certain specialties such as radiology or medical biology, SEL structures have become the dominant model for organizing professional practices.
What are the legal issues involved in the transfer of an SEL?
The transfer of a professional practice company may take several forms.
It may notably involve:
- a transfer of shares;
- the admission of a new partner into the structure;
- integration into a medical group or healthcare network.
Such transactions require an in-depth legal analysis, particularly regarding:
- the valuation of the practice;
- the rights attached to the shares;
- the company's articles of association and shareholders' agreements;
- the administrative authorizations attached to the activity;
- the professional regulatory requirements applicable to the profession.
In practices equipped with heavy medical equipment (MRI machines, CT scanners, imaging facilities), transactions may also involve complex financing arrangements and significant banking commitments.
A rigorous legal structuring is therefore essential in order to protect the interests of both the seller and the purchaser.
How does the acquisition of a professional practice company take place?
The acquisition of a professional practice company generally involves several key stages.
These typically include:
- a preliminary legal and regulatory review;
- a due diligence phase;
- negotiation of the transaction terms;
- drafting of the contractual documentation.
The due diligence process typically focuses on:
- the legal and financial position of the company;
- administrative authorizations related to the activity;
- professional practice agreements and hospital partnerships;
- financial commitments linked to medical equipment;
- potential litigation risks.
The transaction is then formalized through various legal documents, including:
- the share purchase agreement (SPA);
- representations and warranties (asset and liability guarantees);
- necessary amendments to the company's articles of association.
In certain cases, the transaction may also require approval or notification from professional regulatory bodies or administrative authorities.
What regulatory constraints apply to SEL transactions?
Transactions involving professional practice companies are subject to specific rules intended to preserve the independence of healthcare professions.
These rules notably concern:
- ownership and shareholding requirements;
- limitations on external investors;
- obligations for partners to actively practice within the company;
- professional ethical rules governing the profession.
In certain specialties, particularly radiology or medical biology, transactions must also take into account:
- administrative authorizations for medical activities;
- agreements with healthcare institutions;
- medical cooperation structures.
Compliance with these regulatory requirements is a key element in ensuring the validity and security of the transaction.
The Enhanced Majority Rule for Transferring SELARL Shares
The obligation to actively practice within the company mentioned above has a concrete consequence for any transfer of SELARL shares: under Article L.223-14 of the Commercial Code, a transfer to a third party in an ordinary SARL must be approved by a majority of partners representing at least half of the shares. For a SELARL, this requirement is stricter: approval requires at least three-quarters of the partners who actually practice their profession within the company, not all shareholders. This mandatory rule exists to preserve the professional character of the structure — an investor or a partner who no longer practices within the SEL therefore has no weight in this qualified majority, regardless of their share of the capital.
Transferring a Patient List: A Specific Issue for Healthcare Professions
Distinct from a transfer of SEL shares, the transfer of a patient list concerns a practitioner who transmits their clientele directly to a successor — whether ahead of incorporating a company, or in the context of an individual practice. The precise legal term is the right of presentation: the outgoing practitioner presents their successor to their patients, who always remain free to choose their own practitioner.
This transaction concerns all regulated healthcare professions, not only physicians: it also applies to nurses, physiotherapists, dental surgeons and other liberal healthcare professions, each with its own valuation practices.
Valuing a patient list takes into account, in particular:
- the age and loyalty of the patient base;
- the location and accessibility of the practice;
- revenue and its consistency over recent years;
- the specialty practiced and how transferable it is.
What a Patient-List Transfer Agreement Should Cover
Beyond the price, a well-drafted patient-list transfer agreement should cover:
- a handover period during which the outgoing practitioner supports the successor, to help retain the patient base;
- a non-compete clause, limited in time and geographic scope;
- the practical arrangements for presenting the successor (letters to patients, notices at the practice, a transition period);
- what happens to the professional equipment and, where applicable, the leasehold rights or professional lease attached to the practice;
- the payment terms for the price (lump sum, installments, or vendor financing).
What Tax Applies to a Patient-List Transfer?
The outgoing practitioner is taxed on the capital gain realized, under the same regime as for the transfer of a liberal-practice business: under the actual-earnings regime, the long-term professional capital gain falls under the flat-rate tax (prélèvement forfaitaire unique, or PFU) at a combined rate of 31.4% (12.8% income tax plus 18.6% social contributions, effective 1 January 2026). For example, for a patient list sold for €200,000, the theoretical tax on the capital gain would be approximately €62,800, before any applicable exemption schemes (small-transaction exemption, or the practitioner's retirement). Guidance from a lawyer helps determine whether one of these exemption schemes, or an arrangement such as a Dutreil Pact for a staged transfer, may apply to your situation.
For professions already covered by a dedicated article on our site, see our article on Pharmacy SEL: the 12 Most Frequently Asked Questions.
Why instruct Whitefield for a transfer or acquisition transaction?
Mergers and acquisitions involving professional practice companies combine issues relating to corporate law, healthcare law and the regulatory framework governing medical professions.
Through both a technical and strategic approach, Whitefield assists practitioners, medical groups and healthcare institutions in the execution of complex transactions while ensuring regulatory compliance and protecting their economic interests.