Selling SCI shares instead of the property in France

Selling shares is not selling the property

The buyer does not acquire a home but a fraction of a company, with its assets and liabilities. Service-public.gouv.fr points out that the deed can provide for a garantie d’actif et de passif (asset and liability warranty): the liability warranty protects the buyer against debts predating the sale, for example a tax reassessment for a past financial year; the asset warranty protects them against overvaluation. The length of this warranty is freely set, “between 3 and 5 years, for example” (our translation).

The price is freely agreed between seller and buyer; it must be determined or determinable at the time of the sale. The value of the shares is not their nominal value but the real value of the company at the time of the sale (service-public.gouv.fr). In the event of disagreement, an expert can be appointed by the parties or, failing that, by the president of the court.

The partners’ approval

Article 1861 of the Civil Code sets the principle: shares can only be sold with the approval of all the partners. The statuts may provide for a different majority or allow the gérants (managers) to give approval. They may also exempt from approval sales to a partner or to a partner’s spouse. Unless the statuts say otherwise, sales to an ascendant or descendant of the seller are free.

The proposed sale is notified, with the request for approval, to the company and to each partner (art. 1861).

If approval is refused, the partners can buy the shares themselves, in proportion to their existing holdings if there are several of them; failing that, the company can have them bought by a third party or buy them back itself to cancel them. If the price is disputed, it is set by an expert (art. 1862 and 1843-4). If no offer to buy is made to the seller within 6 months of the last notification, “approval of the sale is deemed given”, unless the other partners decide within the same period to wind the company up early (art. 1863).

The form of the deed since 27 June 2026

Loi n° 2026-534 du 25 juin 2026 (the Act of 25 June 2026) created article 1865-1 of the Civil Code. On pain of nullity, the sale of shares in a company that is predominantly a property company must be recorded in:

1. an acte authentique (notarial deed);
2. an acte contresigné par avocat (deed countersigned by a lawyer);
3. an acte sous signature privée (private deed) drafted by a chartered accountant, only in cases where the accountant is legally authorised to draft it.

A simple deed signed between the parties is therefore no longer valid for these companies, and it cannot be registered (service-public.gouv.fr). The deed must be registered within one month with the service de la publicité foncière et de l’enregistrement (land registration and registration office).

Registration duties: 5% instead of the duties on a property

Official example: 500 shares out of 1,000 sold for €100,000 in an SCI that is predominantly a property company give €5,000 in duties (service-public.gouv.fr). Duties are in principle payable by the buyer, but the deed can provide for a different split.

For comparison, the direct purchase of an existing home bears a taxe de publicité foncière (land registration tax) whose maximum overall rate is 6.32% from 1 April 2025 to 31 March 2028 (impots.gouv.fr).

The seller’s capital gain

For an SCI that is not subject to corporation tax, gains from selling shares in a company that is predominantly a property company are subject exclusively to the private individuals’ plus-values immobilières (property capital gains) regime (CGI, art. 150 UB, I). A company is predominantly a property company if, at the close of the three financial years preceding the sale, more than 50% of the real value of its assets consists of properties not used for its own operations. This means income tax of 19% and prélèvements sociaux (social charges) of 17.2% on the gain after allowances (service-public.gouv.fr); the return is made on a form specific to sales of shares in companies that are predominantly property companies (service-public.gouv.fr). The calculateur de plus-value (capital gains calculator) helps put a figure on the tax.

Prices between relatives. A manifestly fictitious or derisory price can lead to the sale being declared void or reclassified as a donation déguisée (disguised gift), and the tax authorities can check the price of a sale between members of the same family (service-public.gouv.fr). To pass shares on to a child, see instead the guide donation d’un logement aux enfants (gifting a home to your children).

Which professional to consult

The notaire (notary) can draw up the notarial deed of sale now required for SCIs that are predominantly property companies, check the approval clauses in the statuts and calculate the capital gain. The agent immobilier (estate agent) values the property or properties held by the SCI, the basis for the real value of the shares.