In a self-employed company (Sel), more than half of the share capital and voting rights must, in principle, be held by professionals working within the company. This means that people who do not practice their profession within a Salt can hold part of its capital.

Note: however, flexibility is possible. Thus, in a Salt exercising a legal or judicial profession, the majority of the capital and voting rights may be held by persons exercising not the profession constituting the social object of the company, but simply any one of the legal professions. or judicial.

But, according to the judges, this legal rule does not prohibit the statutes of a Salt from making the status of partner dependent on the exercise of the profession in society. In other words, the statutes of a Salt can validly provide that it is necessary to practice within the company to be a partner.

Thus, in a recent case, a lawyer had ceased to practice his profession in a private limited liability company (Selarl) while retaining the shares he held in this company. When he had wished to take legal action against the manager on behalf of the company (we speak of “social action”) because he accused him of having committed management errors, the judges ruled that his action was inadmissible. Indeed, insofar as the articles of association of the company subordinated the quality of partner to the exercise of the profession in the company, this lawyer had lost the quality of partner, even if he had remained holder of his shares. . He could therefore no longer exercise social action, such action being reserved for partners.