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Cabinet d'avocats fiscalistes

Tax of medical and paramedical professions

Tax law for health professionals

Because of her personal history strongly marked by links with health professionals and her passion for this sector of activity, Maître SION has built a solid reputation in terms of medical and paramedical law, whether it is such as surgeons, general practitioners, dentists, psychiatrists, or in the paramedical field, such as medical biology laboratories, pharmacists, and physiotherapists, but also in the pharmaceutical field. We are in constant contact with these health professionals and their daily contacts, with whom, we must admit, we have a lot in common as a regulated liberal profession, and we understand your questions. This expertise in medical and pharmaceutical law has given SION AVOCAT a purpose which has enabled us to master all the legal and fiscal aspects as well as the commercial and financial issues with the interlocutors that you, health professionals, may encounter on a daily basis, which gives us the capacity to advise you and act in the best way to protect and defend your interests, in a fast and efficient manner.

Tax law in the medical and paramedical field

Maître SION considers herself as your partner and your privileged adviser in the medical, structural and financial organization of your liberal business.

Our mission is to advise and assist health professionals

Cabinet SION AVOCAT wishes to offer you the best possible services to answer your legal problems which we know well and in which, we must admit, lawyers find many common points, as regulated liberal professions, and which are often the same from one health professional to another.  We put our expertise at your disposal to allow you to carry out with peace of mind the various essential legal steps that you are inevitably confronted with on a daily basis and as your career progresses. The questions that are most often submitted to us are the following:

Under which legal form should I create my liberal practice company ? You belong to a regulated profession which therefore obeys precise rules that are specific to it, since you are governed, just like us as a lawyer, by a Council of the Order of Dentists for example, a National Council of the Order of Doctors or American / British Medical Association. For example, as a pharmacist, certain types of companies are prohibited when you set up your pharmacy. Among the authorized forms of companies, everything will depend on your vision of the future and your plans, particularly with regard to the methods of remuneration that you are considering. You may hesitate between the status of salaried manager or self-employed manager, with the accounting and tax advantages that each of these statuses entail. Maître SION support you as a liberal profession and her missions are the following:

  • Assistance and drafting of acts within the framework of the creation of a liberal business
  • Drafting and negotiation of the partners' agreement in the framework of an association
  • Drafting and assistance in the negotiations within the framework of the acquisition or the sale of a liberal business with putting forward by its care of the advantages and the possible risks of the projected operation, after study of the accounting balance sheets and the external elements like the localization of the business etc.
  • Intervention to carry out within 48 hours the registrations and formalities necessary for the creation of your liberal business
  • Verification and analysis of the lease contract for the commercial premises that will house your activity before signing it and letter of information to the lessor, who must respect a very strict formalism and must also be subject to a deadline so that he can give his agreement within the framework of a sale of a liberal business if the lease mentions it
  • Information letter to the employees who have a priority right to buy back the business and must therefore explicitly renounce to make a purchase offer
  • Preparation of all the Minutes of the General Assembly, for annual approval of the accounts or any other modification that you would like to put forward, Minutes noting the remuneration of the associates, extraordinary Minutes for an extraordinary decision making
  • Assistance and drafting of documents for the hiring or dismissal of employees
  • Global financial analysis of the strengths and weaknesses of the business you wish to buy and acquire, after direct exchange with the accountant(s) and other concerned interlocutors, at your request
  • Restructuring of your liberal business in order to reduce the tax items that are considered too high
  • Legal support in the transfer of professional practice rights
  • Legal assistance in the context of an association for the acquisition of a liberal business by informing you of all the legal elements of this association, in particular on the voting rights during the decision-making process in the company linked to the shares
  • Legal support with the same services as mentioned above for health care institutions
  • Management and intervention in all your contractual disputes between health care institutions and private practitioners
  • Assistance, advice and negotiations in your relations between private practitioners
  • Intervention in all financial and fiscal difficulties encountered by private practitioners and health care institutions

The sale or acquisition of your business

At each stage of your project, whether you are buying a business or selling it, we negotiate the most favorable selling price and we secure the transaction, in particular according to what is done on the market but also by emphasizing the potential of your turnover. In this, Ms. SION will put forward all the arguments to your advantage and will not limit herself to a purely accounting and linear analysis for the negotiation of the sale price of your business. The type of patients that cannot be sold but which nevertheless constitutes a major element of the will to buy will be analyzed in detail. For example, currently, it would seem that in the context of the acquisition of a pharmacy, sales are estimated at 80% of the pharmacy's turnover if it has a turnover of more than one million euros, and 70% below this figure. Some will also put forward in the context of negotiations, if this is to their advantage, the fact that today we no longer consider the turnover of a pharmacy alone in order to define a price, but also its working capital requirements in order to position itself and make an offer.

However, Ms. SION has recently succeeded in highlighting the potential of a firm with a turnover of less than 1 million euros during the sale negotiations by providing several documents to potential buyers, which allowed to highlight the external context of the firm with the constructions planned in the 6 months/1 year in the direct vicinity of the latter, the reasonable operating forecasts expected in terms of a turnover from such constructions, the listing of all the accounting items that can be improved directly by the buyer as soon as he takes possession and in the short term, and consequently succeeded in obtaining a sale of more than 80% of the current turnover achieved by the pharmacy, in terms of negotiations with the buyers. In fact, we have projected the possible restructuring of the firm based on all the possible elements of improvement and creation of turnover and have thus made it possible to obtain the best possible sale, which was more than satisfactory for the seller but also for the buyer, because by not asking more than the real price of the company, the buyer has also made a very good operation and now knows on what to focus his commercial and financial strategy.

Tax law for pharmacies

FROM THE CREATION OF YOUR COMPANY TO THE ACQUISITION OF YOUR PHARMACY, WHETHER YOU ARE A SELLER, A BUYER OR A FIRST-TIME BUYER, MAÎTRE SION IS AT YOUR SIDE TO ADVISE YOU AND GUIDE YOU THROUGH THIS REAL OBSTACLE COURSE.

Maître SION puts at your service her solid and recognized expertise of the professionals of this sector to accompany you effectively at each stage of your projects and decisions in your activity as a pharmacist. As pharmacists, and therefore a regulated profession, many laws and regulations govern your sector of activity. Many of you regularly ask us about the process of acquiring a pharmacy or selling a pharmacy business.

Creating and accompanying your pharmacy acquisition project, whether you are a first-time buyer or already own one or more pharmacies

From one pharmacist to another, the questions we are asked are often the same:

  • Under what legal form can I create my company if I decide to acquire a pharmacy?
  • What are the best possible forms of company for this operation?
  • What is the procedure for the preliminary sales agreement that I must sign with the pharmacist whose business I am buying?
  • What are the requirements of the « Ordre des Pharmaciens » and the conditions to be fulfilled in order to be able to move on to a quick meeting?
  • How do I set up and register my company once it is incorporated and what formalities do I have to complete, at what cost?
  • What do I have to pay as registration fees for my company creation?

We are here to answer you point by point and to ensure the efficient and fast realization of your project of acquisition or sale of your pharmacy, by taking care of all the administrative and fiscal paperwork on your behalf and by controlling the deadlines.

What are the legal specificities to which pharmacists are subject, particularly in the context of the acquisition or sale of a pharmacy?

The main specificities of the profession of pharmacist in relation to legal formalities stem from one essential element: the fact that pharmacists carry out a regulated activity, which is therefore subject to approval by the Order of Pharmacists of the region in which their pharmacy is located, and to a medical code of ethics. The specificities are related to two essential issues, in particular in the context of an acquisition or a sale of a pharmacy, but also when you take a decision that needs to be validated by the Order of Pharmacists, such as the entry of a new partner in your pharmacy or when you decide to transfer your pharmacy or to keep it open on Sundays.

  • The respect of the rules of form is an essential legal element: Ms. SION will inform you of all the possibilities but also of all the prohibitions which govern your profession because the Order of pharmacists of the region in which your pharmacy is established is categorical on a certain number of points and can refuse you the approval of your project, or even simply to present your file to the session of the Order, if this formalism is not respected.

In particular, by virtue of article L 5125-11 of the Public Health Code, the creation of In particular, by virtue of article L 5125-11 of the Public Health Code, the creation of general partnership (SNC in French) as well as the creation of LLC  (limited liability company) are authorized, and then, by virtue of law n° 90-1258 of December 31, 1990, SEL (liberal practice companies) are also authorized. In concrete terms, you cannot create any other corporate form to carry out your activity, such as an Simplified joint-stock comapnies. On the other hand, certain obligations that pharmacists who wish to acquire a business believe they must fulfill do not exist. For example, in order to obtain your registration on the "A" list and to obtain the Order's approval of the corporate form, you do not have to submit the preliminary sales agreement to the Order with the funds already released to allow the acquisition. You are only required to attach the written agreement of your bank regarding the release of the said funds, which will allow you to move forward more quickly with your contact person.

  • The deadlines you have to act on as a pharmacist are also crucial, and Maître SION will take care of them for you.

The time limits are one of the major elements to be taken into account when acquiring a pharmacy, and are a sensitive point, such as the famous question of the value of the stock at the time of acquisition or resale. Why? Simply because obtaining an extraordinary session of the Order of Pharmacists is rare and complicated, and the sessions are only held every 3 months, with the submission of your entire file by hand or by registered letter with acknowledgement of receipt one month before the session at the latest. You therefore only have two months to prepare everything and respect all the formalities. It is the control of your procedural calendar which will make the success of your operation. You can therefore lose a sale if a clause is not inserted in the compromise to extend the compromise by missing the session with the authorities, because of a missing document or any other element occurring at the last moment. It is therefore advisable to let your lawyer act for you at each step of this process, in order to completely control the outcome. Maître SION will also negotiate for you certain deadlines, when they are contractual, with your interlocutor, who is the seller or the buyer, and will constantly monitor the deadlines and rules of form imposed by your order in parallel to act efficiently and serenely, together.

Legal and fiscal support provided by Maître SION to pharmacists and their pharmacies

SION AVOCAT is an expert in business and tax law applied to the field of pharmacies, in particular to the transfer of pharmacies and to any legal field related to the exercise of the activity of the pharmacy, whatever its mode of exercise. We provide legal support to pharmacists for all their projects, whether it be an acquisition or a transfer, a merger or a transfer, or in the day-to-day running of their business. Maître SION deals with all the legal aspects of the pharmacy, whether it is the economic, fiscal, financial and legal problems that we have explained to be very specific. We accompany you and deal with the following issues for you:

  • Creation of your company in order to exercise the activity of pharmacist, help in the choice of the most adapted structure according to your will of mode of remuneration which varies from a person to another, the tax and accounting consequences and your background?: first-time buyer, already holder of a pharmacy
  • Drafting of the sales agreement and compromise sale with or without suspensive condition
  • Global analysis of the tax and accounting improvement items and possible restructuring in anticipation of the entry or exit of one or more partners
  • Processing and filing of formalities with the Order of Pharmacists and constant assistance throughout the preparation of formalities
  • Drafting of all the legal acts of the daily life of the pharmacy: Annual General Meeting minutes for the approval of the accounts, minutes for the entry or exit of a partner, application to the Order of Pharmacists for the opening of the pharmacy on Sundays, drafting of the employment contracts of the employees or dismissals
  • Discussions and negotiations with your main suppliers within the framework of a restructuring of your debts or your bank loan due dates
  • Drafting of deeds for the transfer of your pharmacy or its regrouping with possible integration of a network of pharmacists
  • Transfer of your pharmacy or acquisition of your pharmacy
  • Assistance and defense in your tax disputes or with the control bodies, or for any administrative dispute, or with the Regional Health Agency, disputes between partners
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