LSHC Horizons Brochure 2024 - Flipbook - Page 57
Hogan Lovells | 2024 Life Sciences and Health Care Horizons | Hospitals and Health Care Providers
57
Reform of companies formed by self-employed practitioners:
Practical adjustments to be aware of
The regulatory landscape applicable to
companies formed by health professionals is
going through an important overhaul. Recent
changes of self-employed professional activity
in France reformed a wide range of companies,
including the sociétés d'exercice libéral (SELs)
of health professions (doctors, medical biology
laboratories, etc.). Intended to streamline the
rules governing these companies resulting from
“the legislative sedimentation of successive
reforms", three series of amendments
deserve particular attention:
Right of withdrawal
SEL’s shareholders are allowed to withdraw in
accordance with the procedures set out in the
articles of association. This reform is intended
to correct a previous case law that denied
the right to withdraw unilaterally from the
company or to obtain a court order authorizing
such withdrawal, regardless of the content of
the articles of association.
Annual right of information of the
professional bodies
The requirements introduced in respect of the
professional bodies’ annual right of information
have increased considerably. Whereas previously
only a statement of the composition of the
company's share capital had to be provided, a
statement of the associated voting rights and
an updated version of the SEL's articles of
association will now have to be disclosed.
Mikael Salmela
Partner
Paris
The shareholders of such companies will
also be required to disclose “any agreements
containing clauses relating to the organization
and powers of the management, administrative
or supervisory bodies that have been amended
during the past financial year”.
These practical requirements will come into force
on 1 September 2024; therefore stakeholders
need to effectively anticipate upcoming
notification and consultation deadlines.
incompatible, it can be tricky to reconcile the
various interests at stake and the applicable
legal requirements, which often requires a
more sophisticated legal structure. Recent
court decisions have also demonstrated that
the current approach of the supervisory
bodies in the health sector is to ensure a strict
application of all deontological rules when
financial investors enter into the capital of
these companies.
Rules governing capital ownership
and governance
The text adds a welcome clarification regarding
the mandatory direct or indirect presence,
among the partners, of at least one professional
practicing within the company.
Next steps
The text must be ratified by a law, followed
by a series of implementing decrees, which
will complete the changes. As a whole these
modifications emphasize the need of a
practical approach when drafting the articles of
association and the extra-statutory provisions
governing the relationships between the
members of these companies, whether they
are doctors or financial investors, in order to
guarantee the operational independence of
health care professionals required to comply
with the applicable ethical provisions, while
ensuring effective protection of the legitimate
interests of investors. Although they are not
Joséphine Pour
Senior Associate
Paris
Louis-Nicolas Ricard
Senior Knowledge
Lawyer
Paris
