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Civil Professional Associations
in France
by Maitre Marcel Catteron of the Paris Bar
The recent reform accepting the new status of French
Legal Professions should interest practitioners. The
subject deserves to be further and more explicitly ex-
amined, but this cannot be done here at the moment.
Our purpose is to consider summarily a survey on a
newly developed form of Company accessible to mem-
bers of liberal professions, such as solicitors (avoues),
attorneys, barristers, etc.
This institution was, up to recently regulated by a
decree (Décret) of 30th November 1969, which has
been recently amended by a later decree of the 13th
July 1972. This purports to harmonise the 1969 decree
with the statutory law issued on the 31st December 1971,
which regulates and renews the lawyer's profession. Let
us emphasise, from the outset, that in spite of the fact
that the French Minister of Justice has attempted to
foreshadow the future implications of the reform, having
previously taken advice from all kinds of professions
affected by the new statute, the decree has elicited,
on the whole, more approval than criticism.
Objections have mainly arisen from lawyers educated
in the traditional individual manner who appraise
mostly the personal link set up with their clients, a link
based on mutual confidence and private relationship.
On the other hand, most up to date lawyers favour
the use of a collective partnership organisation which
stresses the serious advantages to be derived from the
sharing of both financial assets and intellectual con-
tribution, thus facilitating team work and means of
specialisation.
This point of view appears to be especially realistic
in view of the prospect arising from the expansion of
business in the Common Market and the establishment
of multinational firms in Europe and abroad. Let us
now examine the main provisions of the said decree.
These regulations apply to physical persons practising
the liberal professions of the law. The rules establishing
the profession are shown, as regards the decree as well
as its practical running, as incorporating the following
matters :
(1) The assignment and transfer in whole or in
part of shares; (2) the dissolution, liquidation and other
forms of activity set out in a great number of articles
of the said decree. The main and essential object ©f
the professional association is the purpose of sharing
in common that profession with those who have an
identity of interest and of sharing profits and losses.
This decree concerns especially the profession of barris-
ters. The Continental idea of a practice in common of
barristers registered in a particular Bar (inscrits dans
un Barreau) or in different provincial Bars existing
within the competence of the corresponding local Cour
d'Appel, should be stressed. In any case, the minimum
number of members practising individually or through
the body of the Company, in any provincial Bar is five.
Such a company must previously be registered and
authorised by the President of the Bar (Batonnier) of
the area from which it depends. If an association is
established by means of barristers who belong to a Bar
of another district in France acceding to it, the draft
articles of association must first be submitted for ap-
proval to the President of the Bar (Batonnier) duly
qualified in the area of practice. The Batonnier refers
the request to his local Bar Council (Conseil de l'Ordre)
in order to determine the lawfulness of the contract
setting up this body. If this case is rejected, the
claimants are entitled to lodge an appeal within a
period of two months. This professional association is
entitled to set up a subsidiary, provided that the firm
is situated on the particular territory which submits to
the jurisdiction of the local Court (Tribunal de Grande
Instance).
It follows that the basic provisions and principles of
the previous decree of the 30th November 1969, have
been superseded by the decree of July 1972. Therefore
the exclusive use of the name of "Civil Professional
Association" is granted to civil companies, enjoying the
protection of some legal status, duly registered and
authorised by the President of the Bar (Batonnier)
and undertaking a professional activity by means of
several members working in common.
Thus it appears that the above decree concerning
particularly the Barristers' profession, takes no account
of the other lawyers, the profession of which is ruled
by a specific law, such as that of juridical advisers
(Conseils Juridiques) and companies who act as finan-
cial advisers (Sociétés Fiduciaires).
Let us now look on the means of application of this
professional institution as seen from the point of view
of experienced commercial lawyers. Of course, a few
problems might arise in the future, especially on ac-
count of (1) the disciplinary rules laid down by the
different Bars and also (2) on financial questions such
as the appreciation of the value of the shares during
the running of the company whether taking place in
the case of sale, winding up, death or retirement of the
partners.
The main reason is that the shares in such a Com-
pany represent mostly an intellectual contribution, the
value of which is somewhat subjective as compared
with the assets in kind and in cash issued by the other
partners.
Of course this aspect of the nature of the shares is
due to the essential nature of the Company and has
been enacted by the law to facilitate the access of
young lawyers. They are limited as regards their con-
tribution more often to the level of their earnings and
they would expect to participate with their own money
in the rise of the Company as well as in their pro-
fessional activities in the future. Their ambition is
entirely reasonable and is looked at with favour by
the law. Nevertheless, the matter might eventually in-
volve for the partners some problems when the con-
tract comes to an end, in the event for instance of the
dissolution of the firm by means of a free sale and
especially in the event of a compulsory liquidation
ordered by a Court.
Of course, the difficulties must not be overestimated
if the partners, duly aware of their rights and liabilities,
do pay full attention to the drafting of their contract
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