French Public Health Code
In forceI. - A partner who is a full pharmacist practising within a "société d'exercice libéral" may cease this professional activity, provided that he informs the company and the relevant "conseil de l'ordre" by registered letter with acknowledgement of receipt. The period set for this purpose in the articles of association may not exceed six months from the date of notification of cessation of activity.
The shares or corporate units of the withdrawing member are purchased, where applicable at the end of the period provided for in 2° of B of I of article 5 of law no. 90-1258 of 31 December 1990 relating to the practice in the form of companies of liberal professions subject to a legislative or regulatory statute or whose title is protected and to companies for the financial participation of liberal professions, either by the remaining members, or by a purchaser approved by them, or by the company, which then reduces its capital.
II. - When an assistant pharmacist who is a member of the société d'exercice libéral in accordance with article L. 5125-17-1 ceases his activity within the company, he may remain a member provided that he becomes the proprietor of a dispensary and subject to the provisions of article R. 5125-18 and, where applicable, the clauses of the articles of association providing for the grounds for exclusion of a member. When he ceases his activity on an exclusive basis within the dispensary without becoming the proprietor, and at the latest within a period of one year, he withdraws from the company and the shares or corporate units that he holds directly in the company are sold :
1° Either to one of the remaining members or to a purchaser approved by them, subject to compliance with the capital ownership thresholds or ceilings provided for in I of article 5 of the aforementioned law no. 90-1258 of 31 December 1990 or, where applicable, in article L. 5125-17-1 ;
2° Or to the company, which then reduces its capital.
For the application of 1°, the purchaser approved by the remaining members of the société d'exercice libéral may be a financial holding company in which the majority of the capital and voting rights are held by the assistant pharmacist, subject to the provisions of article R. 5125-18.
III. - For the application of I and II, in the absence of agreement on the transfer price of the shares or corporate units or on their redemption value, the procedure set out in article 1843-4 of the French Civil Code shall be used.
