SPFPL 2026: the Holding Company for Regulated Professionals in France (Doctors, Lawyers, Notaries)
Updated on 10 August 2026
The SPFPL (a French holding company for regulated professionals in France - doctors, lawyers, notaries and accountants - that lets profits be retained under corporate tax (IS) rather than personal income tax (IR), via the 95% parent-subsidiary regime) is the structure these professionals use to capitalise on their earnings. This guide covers how to set one up, its taxation, and how it is used from €500,000 in wealth with Finary One.
- Only regulated professionals overseen by a professional body are eligible: doctors, lawyers, notaries, accountants, pharmacists, veterinarians and similar technical professions.
- The SPFPL must hold more than 50% of the voting rights in the practice company, whose capital must stay majority-owned by practising professionals.
- On €200,000 in annual dividends passed up, the parent-subsidiary regime brings the tax down to around €2,500, versus €62,800 for a direct distribution.
- Setting up an SPFPL costs €2,000 to €4,000, and the cost/benefit balance tips in its favour once €80,000 to €100,000 in dividends are passed up each year.
Case study: how this self-employed radiologist structures his SELARL (a French limited-liability practice company) and SPFPL to aim for €10 million in wealth over 30 years.
What is an SPFPL?
An SPFPL is a holding company whose sole purpose is to hold and manage shares in SEL companies (Société d'Exercice Libéral, France's professional-practice company). It is reserved for regulated professions and subject to strict conditions requiring control by practising professionals.
The challenge is twofold: reproduce the tax-optimisation mechanics of a standard holding company, while respecting the professional bodies' ethics rules, which forbid non-professional third parties from taking control of a medical, legal or accounting practice.
According to INSEE (France's national statistics institute), France had more than 1.1 million self-employed professionals in 2024, including 230,000 doctors and 73,000 lawyers.
Legal framework and history
The SPFPL was created by law no. 90-1258 of 31 December 1990, on practising regulated or title-protected professions through companies. Decree no. 92-704 of 23 July 1992 sets out the implementing rules.
The framework was later reinforced by:
Under the BOFiP (France's official tax bulletin), the SPFPL is legally treated as an ordinary commercial company subject to corporate tax (IS), which gives it access to the parent-subsidiary regime under articles 145 and 216 of the CGI (France's General Tax Code).
Difference from a standard wealth-holding company
The SPFPL and a standard wealth-holding company share identical tax mechanics (IS, the parent-subsidiary regime, 95% exemption), but differ on four structural points:
Eligible regulated professions
The scope of eligible professions is broad and covers nearly every regulated profession:
According to INSEE, regulated professions accounted for 26% of businesses created in France in 2024 and concentrate a significant share of high-net-worth working individuals, which makes them a natural target for SPFPL structuring.
Why set up an SPFPL?
A self-employed radiologist earns €380,000 in net profit through his SELARL (Société d'Exercice Libéral À Responsabilité Limitée, a French limited-liability practice company). If he pays it out as personal income, he pays personal income tax (IR) at the top marginal rate of 45%, i.e. €171,000 in tax plus €60,800 in social contributions. If he retains it in an SPFPL subject to corporate tax (IS), he pays 25% IS, i.e. €95,000. The annual gap reaches €136,800. Capitalised over 10 years under the parent-subsidiary regime, that is €1.7 million in extra wealth.
The SPFPL serves four wealth-planning goals for the professional: optimise day-to-day taxation, ease the acquisition of other practices, prepare a sale or transfer, and diversify wealth beyond the practice itself.
Non-contractual document for promotional purposes. Finary One is Finary's private-management offer, reserved for investors with at least €500,000 in investable assets. Investing carries risks, including the risk of partial or total capital loss. Finary SAS — 58 rue de Monceau 75380 Paris 8 — ORIAS no. 21001279, under the supervision of the AMF and the ACPR.
Retaining profits under corporate tax (25% IS) instead of income tax (up to 45% IR)
This is the most visible advantage. A self-employed professional operating through a SELARL pays personal income tax (IR) on their remuneration and corporate tax (IS) on undistributed profit. If they pay everything out as dividends, those dividends are subject to the 31.4% flat tax since 1 January 2026, a rate raised by the 2026 LFSS (France's Social Security Financing Act), which lifted the social-contributions share from 17.2% to 18.6%.
With an SPFPL interposed, dividends passed up from the SELARL benefit from the parent-subsidiary regime with a 95% exemption. The effective IS rate on those dividends drops to 1.25%, against 31.4% for a direct personal distribution.
Under the 2026 BOFiP scale, IS applies at the reduced rate of 15% on the first €42,500 of profit for SMEs, then 25% beyond that. For a radiologist retaining €200,000 in dividends per year:
The parent-subsidiary regime: 95% exemption on dividends
The parent-subsidiary regime, codified under articles 145 and 216 of the CGI, exempts dividends passed up from a subsidiary to its parent, subject to three conditions:
Only 5% of the dividends are added back into the SPFPL's taxable result as a flat expense allowance. The effective tax rate on dividends passed up is therefore 1.25% (5% x 25%), against 31.4% for a direct distribution or up to 45% if taxed as personal income.
Preparing the sale or transfer of the practice
For a partner lawyer selling their shares at the end of their career, or a doctor transferring their practice to a successor, the SPFPL provides two levers:
On a law firm valued at €3 million, combining the share-for-share contribution (150-0 B ter) with a Pacte Dutreil can defer the 31.4% flat tax on the capital gain and cut transfer duties from €1 million to around €260,000.
Diversifying beyond the professional practice
The SPFPL can invest in several asset classes beyond SEL shares:
This diversification matters because the value of a professional practice is closely tied to the professional's active involvement. The SPFPL gradually moves wealth into financial assets independent of the practice.
How to set up an SPFPL
Setting up an SPFPL follows a four-step process: checking the ownership conditions, choosing the legal form, drafting the articles of association, and contributing the SEL shares. Approval from the professional body is required before registration with the commercial registry.
Step 1: Check the ownership conditions
The conditions vary by profession but rest on three common principles set out in the 2023 ordinance:
Failing to comply with these rules leads to loss of the professional body's approval and tax reclassification of the entire structure, with back taxes and penalties. Validation by a tax lawyer and a specialised accountant is essential.
Step 2: Choose the legal form
Three main forms are allowed:
CriterionSAS (simplified joint-stock company)SARL (limited-liability company)SCP (professional civil partnership)Statutory flexibilityVery highLimitedLimitedManager's social-security statusEmployee-likeSelf-employed (TNS) if majority shareholderSelf-employed (TNS)Preference sharesYesNoNoSet-up cost€2,500 to €4,000€2,000 to €3,000€2,000 to €3,000Best suited forLarge, multi-partner practicesSole-practitioner firmsOlder structures, wealth transfers
SAS is now the most widely used form because it allows preference shares, useful for planning an uneven transfer between heirs or organising a gradual sale of the practice.
Step 3: Draft the articles of association
An SPFPL's articles of association contain specific clauses:
Involving a lawyer specialised in corporate law and professional taxation is essential. Fees range from €1,500 to €4,000 depending on complexity.
Step 4: Share-for-share contribution or contribution in kind of the SELARL shares
The SPFPL is generally funded by contributing the shares of the existing SEL. Three options:
For a radiologist planning a sale in 5 to 10 years, a contribution in kind with a deferred capital-gains regime is the preferred mechanism. For a lawyer who has just sold, an owner buy-out (OBO) lets them buy back their own shares while deferring taxation, through a loan repaid from future dividends.
What is the SPFPL's tax treatment?
The SPFPL's tax treatment combines corporate tax (IS) at the holding level, the parent-subsidiary regime on dividends passed up, and the long-term capital-gains regime on share disposals. Together, these create a powerful long-term compounding effect.
Corporate tax (IS)
The SPFPL is subject to corporate tax (IS) under the 2026 BOFiP scale:
For most SPFPLs run by regulated professionals, the applicable rate is the reduced 15% rate on the first tiers of profit, creating an immediate advantage over the marginal personal income tax (IR) rate (30%, 41% or 45%).
The parent-subsidiary regime in practice
The parent-subsidiary regime under articles 145 and 216 of the CGI applies to dividends passed up from the SELARL or SELAS (a French simplified joint-stock practice company) to the SPFPL:
To benefit from this regime, three conditions must be met: a minimum 5% capital stake, a 2-year holding period for the shares, and both companies being subject to IS.
Long-term capital gains
When the SPFPL disposes of investment shares held for more than 2 years, it benefits from the long-term capital-gains regime codified under article 219 I a quinquies of the CGI:
For a doctor selling their SELARL through their SPFPL with a €2 million capital gain, the tax cost is €60,000 (3%) versus €628,000 for a direct sale at the 31.4% flat tax. The saving is substantial.
Case study: the radiologist aiming for €10 million
The video above details the strategy of a self-employed radiologist structuring his wealth to aim for €10 million over 30 years. The SPFPL is the central pivot of the mechanism.
Capitalisation structure
The structure rests on three tiers:
Projected trajectory
Case-study assumptions:
Over a 30-year horizon, the projection reaches around €10 million in net wealth held in the SPFPL, subject to the return assumptions used. The doctor can then choose between a Pacte Dutreil transfer, a gradual sale, or drawing it down as dividends in retirement.
Investing carries risks, including the risk of capital loss. Past performance is not a reliable indicator of future performance. The assumptions shown are indicative and do not constitute a promise of returns.
SPFPL and Finary One
Finary One supports regulated professionals with at least €500,000 in investable assets in structuring their SPFPL, managing dividends passed up from the SELARL or SELAS, and allocating the capitalised cash (private equity, Luxembourg life insurance, commercial real estate).
Learn more about Finary One → Reserved for investors with €500,000 in investable assets. Investing carries risks, including the risk of capital loss.
What are the limits of the SPFPL?
The SPFPL is not a universal solution. Three structural limits call for a case-by-case analysis: the strictness of the professional body's control conditions, recurring fees, and the ban on paying a direct salary from the SPFPL to the professional.
Strict professional-body control conditions
The SPFPL must comply with its ownership conditions at all times. Transferring shares to a non-practising professional, the death of a partner without an immediate transfer to a peer, or a manager's departure can trigger:
Monitoring by a specialised accountant and an annual review of the articles of association by a tax lawyer are essential.
Accounting and legal management fees
Recurring fees amount to:
ItemIndicative annual costAccountant€2,500 to €5,000Annual legal advice€1,000 to €2,500CFE (local business tax) and related contributions€500 to €1,500Registered office and admin€500 to €1,200Total per year€4,500 to €10,200
The cost/benefit balance tips in the SPFPL's favour once €80,000 to €100,000 in dividends are passed up each year. Below that, the fees eat up too large a share of the tax advantage.
No direct salary from the SPFPL
The SPFPL's manager cannot pay themselves a salary for their professional activity, since that activity is carried out through the SEL and paid by it. The SPFPL can, however, pay:
This constraint limits the SPFPL to a capitalisation and investment role, rather than covering the professional's day-to-day pay.
Non-contractual document for promotional purposes. Finary One is Finary's private-management offer, reserved for investors with at least €500,000 in investable assets. Investing carries risks, including the risk of partial or total capital loss. Finary SAS — 58 rue de Monceau 75380 Paris 8 — ORIAS no. 21001279, under the supervision of the AMF and the ACPR.
SPFPL versus other structures
The SPFPL is not the only option. Depending on the profile and time horizon, other structures may be better suited. Here is the comparison.
CriterionSPFPLStandard holding company (SAS)SCI (property-holding civil company)Eligible professionRegulated professionalsAnyoneAnyoneCorporate purposeHolding SEL sharesUnrestrictedReal estateParent-subsidiary regimeYesYesNo (SCI subject to IS)Share-for-share contribution (150-0 B ter)YesYesNoPacte DutreilYes (if the holding is active)Yes (if the holding is active)NoProfessional-body approvalYesNoNoPreferred formSASSASCivil companyAnnual cost€4,500 to €10,200€4,000 to €10,700€1,500 to €3,500
For a self-employed doctor or lawyer, the SPFPL is the only option that can hold SEL shares. A standard SAS holding company could be used alongside it to hold stakes in non-regulated companies (rental property, diversified investments), with a strict wall between the two vehicles.
The SPFPL, an essential tax building block for high-earning professionals
The SPFPL has become the standard wealth-planning building block for doctors, lawyers, notaries and accountants who retain a significant share of their profits. It reproduces the mechanics of a standard wealth-holding company, adapted to a stricter ethics framework, and gives access to the same tax levers: the 95% parent-subsidiary regime, the share-for-share contribution (150-0 B ter), the Pacte Dutreil, Lombard lending.
For the radiologist turning €200,000 in idle cash into €10 million over 30 years, as for the lawyer preparing the gradual sale of their practice, the SPFPL is the structuring tool. Its strength comes less from any single tax advantage than from combining retained earnings under IS, the parent-subsidiary regime, and diversification into private equity and LBO deals plus Luxembourg life insurance.
The ethics rigour imposed by professional bodies, the control conditions, and the recurring fees all call for expert support. For wealth of €500,000 or more in investable assets, Finary One structures these operations with a dedicated wealth manager, legal and tax partners, and a full 360° view of your wealth.
Frequently asked questions
What is the difference between an SPFPL and a SELARL?
The SELARL (Société d'Exercice Libéral À Responsabilité Limitée, a French limited-liability practice company) is the company through which the professional practises and bills their fees. The SPFPL is the holding company that owns the SELARL's shares and retains the dividends under the parent-subsidiary regime. The SELARL is the operating layer, the SPFPL is the wealth layer.
Can every regulated profession set up an SPFPL?
Only regulated professionals overseen by a professional body or supervisory authority are eligible. This covers healthcare professions (doctors, dentists, pharmacists, physiotherapists, veterinarians), legal professions (lawyers, notaries, bailiffs) and accounting and technical professions (accountants, statutory auditors, surveyors, architects). Unregulated professionals (consultants, coaches, trainers) must use a standard holding company instead.
From what income level does an SPFPL make sense?
The cost/benefit balance tips in the SPFPL's favour once €80,000 to €100,000 in dividends are passed up each year from the SELARL or SELAS. Below that, the €4,500 to €10,200 in yearly accounting and legal fees eat up too large a share of the tax saving. Above €200,000, the leverage becomes very powerful and the gap runs into hundreds of thousands of euros over 10 years.
Can an SPFPL be combined with an SCI?
Yes, and it is even common. The SPFPL holds the SELARL's shares and retains the dividends from the practice. An SCI (a French property-holding civil company) subject to IS, owned by the SPFPL or directly by the professional, holds the practice's premises or commercial space. This combination isolates risk, lets the property be depreciated over 20-30 years, and can benefit from the wealth tax (IFI) exemption on business premises used for the activity.
Is an SPFPL mandatory for self-employed doctors?
No, the SPFPL is a wealth-planning option, not an obligation. A doctor can practise through a SELARL or SELAS without interposing an SPFPL, and choose to distribute dividends directly. The SPFPL becomes worthwhile once the professional wants to retain a significant share of their profits, prepare a sale or transfer, or diversify their wealth beyond the practice.
How can an SPFPL be combined with Luxembourg life insurance?
The SPFPL can take out Luxembourg life insurance as an investment vehicle. It then benefits from the Luxembourg security triangle, access to dedicated FID (Fonds Interne Dédié) and FAS (Fonds d'Assurance Spécialisé) funds, and favourable savings taxation. This combination is widely used by regulated professionals above €1 million in financial wealth, alongside private-equity and property allocations.
What happens if the professional stops practising?
If the professional stops practising (retirement, career change), the SPFPL gradually loses its purpose. Three options: sell the SELARL's shares to a peer and turn the SPFPL into a standard holding company, transfer the shares to heirs via a Pacte Dutreil, or dissolve the SPFPL and liquidate its assets. Each option has a significant tax impact and should be planned 5 to 10 years ahead of stopping.
Sources
Impots.gouv.fr, the official portal of the French tax authority: the flat tax on dividends
Regulatory disclaimers: Marketing communication. Investing carries a risk of partial or total capital loss. Past performance is not a reliable indicator of future performance. This article is provided for information and educational purposes only; it does not constitute personalised investment advice, a buy or sell recommendation, or tax advice. Before investing, read the Key Information Document (KID) and, where relevant, consult an authorised adviser. Finary SAS, an investment firm authorised by the ACPR (no. 19283), member of AMAFI. Insurance broker registered with ORIAS (no. 21001279), member of the CNCGP (association approved by the AMF). Crypto-Asset Service Provider (CASP) authorised by the AMF under the MiCA regime, references no. A2026-026 and no. N2026-008.
