Article 65 of the Macron Law gave the right to the executive branch to adopt regulations (ordonnances) intended to “facilitate” the creation of companies whose purpose is the exercise in common of a specific list of professions. All of the professions on the list except one are legal professions (as explained in the first post of this series relating to France, the country has several regulated legal professions). The one non-legal profession listed is certified account (expert comptable). The legal professions listed in Article 65 include lawyers (avocats), as well as notaries (notaires) and bailiffs (huissiers de justice), to name a few.
The law itself establishes certain parameters for such a company. Most notably:
- The company’s entire share capital must be held by persons practicing one of these professions (they can be practicing under the rules of France, or under the rules of another member state of the European Union, the European Economic Area, or Switzerland),
- The company itself cannot exercise a given profession unless one of its partners fulfills the conditions necessary to exercise that profession,
- The company must “preserve the ethical principles applicable to each profession,”
- The company must take into consideration the incompatibilities and risks of conflict of interest proper to each profession, and
- At least one representative of each profession practicing with the company must sit on the company’s Board of Directors (or other governing body).
In March, 2016, the executive branch adopted an ordinance (ordonnance) under the Macron Law. The ordinance specifies that:
- Such a company is to be known as a “société pluri-professionelle d’exercice” (multi-professional company, or SPE),
- An SPE can be of any type except one that would result in the qualification of its partners as merchants (commerçants),
- The shareholders of an SPE can be either physical persons or other companies. If the shareholder is another company, then all of that company’s share capital and voting rights must belong to a member of the enumerated professions (certified accountant, lawyer, notary, bailiff,…),
- An SPE must procure professional liability insurance, and
- An SPE’s bylaws (statuts) must contain provisions that guarantee both the independence of the professional (partners and associates) as well as the respect of the rules that govern each profession represented at the company, and notably each profession’s ethical rules.
The ordinance then enters into even greater detail as regards ethical rules: It states that each professional practicing in an SPE must respect the ethical rules that apply to his/her profession. That being said, the professional may nevertheless communicate information to other professionals practicing with the SPE, provided that both: (i) such communication is necessary to further the interests of the client and for the organization of the SPE’s work, and (ii) the client has been informed of the possibility of such disclosure and has agreed.
Finally, the ordinance states that the Council of State (Conseil d’Etat) is to adopt a decree establishing additional rules. Those rules will contain specifics regarding the operation of SPEs, how its professionals are to practice their professions with an SPE, and an SPE’s accounting. Perhaps most interestingly, this list includes “the determination of the administrative or professional authority competent to exercise control over the company, the means of that control, and, especially, the conditions under which professional secrecy will apply.” Could this mean that the mandates of the professional authorities that today govern the different legal and accounting professions in France are about to change in some way?