In the past, the Physician's Association took a pretty conservative view of who was allowed as a shareholder in a physician corporation. It was strictly required that each shareholder be a physician and, in addition, the shares had to be held in full ownership.
At the end of 2013, that strict stance was relaxed for the first time, allowing limited splitting of shares into bare ownership and usufruct, but all under strict conditions, which had to be included in the bylaws. Among other things, usufruct and membership rights always had to remain with the doctor, and the bare owner had to be nominatively designated in the articles of association. The contribution of shares to a marital estate was also tolerated subject to appropriate safeguards. These conditions did make succession planning somewhat formalistic and complex.
In 2018, a new code of ethics for physicians was published, establishing That the physician must always respect medical deontology in his professional practice and in the organization of his professional cooperation, and that agreements must be recorded in writing.
If we read this rule together with the opinion the Order issued in late 2022 - replacing the 2013 opinion - we can conclude that deontologically it is now also permissible for other persons - non-physician - can also become a co-shareholder of a physician corporation.
What does this mean specifically? Does this open up certain perspectives?
The basic rule remains that any participation by a non-physician should not have any impact on the professional independent practice of the medical profession.
It seems clear that henceforth a gift (or sale) of shares to your partner or children is possible, even in full ownership, possibly even under the grant regime as a family company.
It also seems possible for physicians to collaborate with other physicians (e.g., with other specialties) under one corporate vehicle or to attract external funding. Today, such collaborations (e.g. as a medical center) are already possible, but through associations or a partnership structure, in which each physician participates himself or through his own company.
The revamped scheme also potentially creates tax opportunities, just think of profit distribution via dividends to partners or children.
But the question is, how (un)finite can one go in these new holdings?
Legally, the updated regulation has not yet changed anywhere. This means that it is still a bit of a pipe dream. Can non-physicians also own all (or quasi all) shares in full ownership or must physicians always continue to have the majority of voting rights? How far can outside interference go?
The conformation of the articles of association that may still need to take place for your company may be an opportunity, however, to already relax the strict share transfer conditions.
We will definitely keep you posted after additional clarification of the order!
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