Liberal professions have a variety of laws tailored to the practice of their activity. While some are reserved for regulated liberal professions, others have a broader scope. This is the case with the Société Civile des Moyens (SCM). The SCM is unique in that it is not a practicing company. This form of company allows for the pooling of operating resources for a company whose purpose is the exercise of regulated liberal professions. This section breaks down for you the characteristics and functioning of the means of the civil society.
What is an SCM?
The SCM is a particular civil society reserved for the practice of a liberal profession, whether regulated or not. If the company aims to practice a liberal profession, it cannot in any case engage in an activity itself.
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Establishment of common operating resources
The ESG allows professionals to practice their profession, independently or within a company, to record resources.
The SCM is based on cost reduction through the sharing of expenses and the joint management of material resources associated with the exercise of liberal activity. These material resources can include personnel, premises, or equipment.
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The SCM can also provide services, such as accounting or IT services, secretarial services, etc.
The operation is as follows: the company incurs the necessary expenses and then provides facilities and operating services to its members. It then passes the cost on to them.
Prohibited exercise of a professional activity
The SCM has legal personality. It can therefore enter into contracts, hire staff, and manage assets for the exercise of the liberal profession.
However, the SCM does not have the right to engage in an activity itself. It is an auxiliary company, similar to a GIE. It is the members of the SCM who practice the liberal activity.
Members of liberal professions in an SCM thus retain complete autonomy in the exercise of their professional activity. There is no participation in profits or common clientele. This is a fundamental difference from professional civil society and liberal society, which are practicing companies.
The legal regime of the SCM falls under Article 36 of the law of November 29, 1966, on professional civil societies, as well as the provisions of the Civil Code relating to civil societies and companies in general.
Characteristics of the SCM
The SCM is merely an adaptation of the traditional civil society. It borrows most of its characteristics, with a few exceptions.
Social purpose
The exclusive social purpose of the SCM is to facilitate the practice of their profession for each of its members. It cannot in any case engage in a professional activity. That is why it cannot, for example, enter into a commercial lease.
The pooled resources must not benefit non-associated third parties. Otherwise, the company would become commercial.
Share capital
There is no minimum share capital required for the creation of an SCM.
Partners
The partners of the ESG are at least two. They can be natural persons or legal entities such as SEL, SCP, or professional associations. The only condition is that they must be members of one or more liberal professions.
Separate liberal activities are possible within the GSCM. However, they must remain close, as the objective is to pool operating resources. In this regard, common needs must be ensured.
The creation of the SMC has no impact on the legal regime of its partners: they retain the status of independent workers.
SCM members benefit from dual status: they are both clients and partners of the SCM. As clients, they benefit from services whose cost is reimbursed to the company. As partners, they participate in the decisions of the general assembly and the profits or losses.
Creation of the company
The SCM acquires legal personality upon its registration, in accordance with common law. Unlike an SEL or SCP, there is no need for accreditation, even for regulated professions.
Taxation
The SCM has the particularity of being a partnership. This means that there is no taxation at the company level. It is the partners who pay any taxes, based on their share of rights in the company, meaning they are subject to income tax.
The option for corporate tax is not possible. Indeed, an SMC allows partners to pool the necessary contributions for the exercise of their profession, so they are under the regime of natural persons and cannot be subject to corporate tax.
The results are determined within the SMC in accordance with the rules applicable to BCN and/or BIC of income tax. They are then distributed among the partners.
The SMC is, in principle, a simplified tax regime, but the option for the normal regime of actual profits remains possible.
Accounting
The SCM is not subject to specific accounting obligations.
Indeed, it has the particularity of not having a good record. It is not intended to generate profit because it is limited to managing operating resources. Thus, aside from certain exceptional operations that yield a result, there is in principle no result or profit.
Accounting obligations are therefore considerably simplified. Its accounting must simply serve to determine its annual income and the share of each professional partner.
Operation of the SCM
The operation of the SCM largely falls under the responsibility of the partners when drafting the statutes. Some classic rules of the SCM mean that the civil society is nevertheless retained.
SCM Leaders
The GCS is managed by one or more managers.
The leaders are appointed by the statutes, by a separate act, or by decision of the partners. In the absence of a director’s appointment in the statutes, all partners are deemed to be appointed.
The managers can be legal or natural persons, associated or not.
SCM Partners
Participation in collective decisions
Collective decisions are made in the context of a general assembly bringing together all partners. Decisions are made by the majority set by the statutes. In the absence of stipulations in the statutes, the agreement of all partners must be obtained.
Responsibility of the partners
Partners are indefinitely and jointly (but not severally) liable for the company’s debts. Indeed, solidarity is not presumed among non-merchants. This means they do not have limited liability, but each must participate in losses in proportion to their share in the share capital.
Transfer of shares
The principle is that any transfer of shares must be approved by all partners. However, the statutes may provide for a different rule.
In addition to the majority rules, it is possible to limit the scope of the transfer of social rights, for example to persons practicing the same profession.
In general, the legal provisions regarding accreditation must aim to preserve the balance of resources shared by professionals and corresponding to their needs.
Financial management of the company
The SCM does not engage in a professional activity. Therefore, it does not receive any income for expenses. It is up to the partners to provide the necessary funds for the exercise of their profession so that the company can properly manage the pooled operating resources.
The statutes must therefore address the issue of the financial management of the company. The principle here is contractual freedom, respecting the social purpose of the company. The statutes may provide for:
- The list of pooled assets,
- The terms of pooling,
- The terms of sharing costs and other expenses.
Advantages and disadvantages of SCM
The ESG is a structure reserved for liberal professions. The choice of this status should be based on the characteristics of the proposed project.
Advantages of SCM
The main advantage of the SCM is the reduction of costs associated with liberal practice. Instead of each individual investing personally, the GSCM must only finance part of the cost of operating resources.
The management of operating resources is also facilitated: time savings are ensured.
At the same time, professionals retain their full independence.
Furthermore, partners enjoy almost complete freedom in drafting the operating rules of the SCM.
Disadvantages of the SCM
SCM means that civil societies are not practicing companies. They do not allow for a deep association among professionals. The possibilities are therefore quite limited.
Moreover, partners are indefinitely responsible for the company’s debts.
Finally, decisions of a general assembly require the convening of a general assembly, which can be burdensome for some professionals. It is also necessary to comply with tax and accounting obligations, since the SCM is not a mere de facto association, but rather a legal structure reserved for liberal professionals.
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