Two partners buy a rental apartment in Nantes through a SCI. Three years later, one wants to exit the project. Without the corporate structure, they fall into co-ownership, with its blockages and forced sales. The SCI, on the other hand, provides for the transfer of shares in its statutes, and the property remains in place. It is this type of concrete situation that drives the creation of an SCI rather than buying in one’s own name.
The asset advantages are real, but the constraints that accompany this legal structure are often underestimated. It is better to know them before signing the statutes with the notary.
See also : Keys to Building a Sustainable and Responsible Future in Brittany
Transfer of SCI shares: formalities tightened in 2026
This is the point that most guides overlook. Since 2026, the transfer of shares in civil companies with a predominance of real estate requires a mandatory authentic deed before a notary. Before this reform, a private deed was sufficient to transfer shares between partners.
In practice, each transfer of shares now generates additional notary fees. For a family SCI where progressive donations to children are planned, the cumulative cost can be significant. We are no longer talking about a simple administrative formality.
You may also like : How to Quickly Find the Best Real Estate Listings Online This Year
This constraint changes the calculation for long-term transmission projects. If one creates an SCI today with the intention of transferring shares in stages over ten or fifteen years, this additional cost must be integrated right from the drafting of the statutes. To understand why to create an SCI with Jean Le Cam, this parameter is part of the preliminary analysis.
Tax requalification and furnished rental in SCI
It is often said that the SCI offers flexible taxation. This is true on paper: one chooses between income tax (IR) and corporate tax (IS) at the time of creation. The problem arises when the project evolves.
The most common case: a partner decides to switch to furnished rental to improve profitability. However, furnished rental in an SCI taxed under IR carries a risk of requalification to IS. The tax administration considers that the activity becomes commercial, which falls outside the civil framework of the company.
Once switched to IS, the SCI cannot revert to IR. The capital gains on the resale of the property are then calculated on the accounting value (after depreciation), which can significantly increase the tax bill upon exit.
When IS remains relevant nonetheless
The IS option is not a trap in itself. It becomes interesting when one does not plan to sell the property in the medium term and wants to deduct the depreciation of the building from rental income. The deductible expenses are broader than under IR, and the reduced IS rate applies below a certain profit threshold.
The choice between IR or IS depends on the concrete project: planned holding period, cash flow needs, resale strategy. Feedback on this point varies according to investor profiles, and there is no universal answer.
Share capital of the SCI: apparent freedom, real banking constraint
No legal minimum capital is required to create an SCI. One can technically start with a symbolic capital. But this freedom has a direct operational downside.
- A capital that is too low complicates obtaining a mortgage, as the bank assesses the financial solidity of the structure before granting financing.
- The partners are indefinitely and proportionally responsible for the debts of the SCI, which means that insufficient capital exposes personal assets in case of default.
- A capital consistent with the project (even modest) strengthens the credibility of the file with financial institutions and partners.
The question of share capital should be resolved with an accountant or notary before submitting the file to the INPI single window, and not afterward.
SCI statutes: drafting that avoids conflicts between partners
The SCI offers great freedom in drafting the statutes. This is a real advantage compared to co-ownership, where the rules are fixed by the Civil Code. However, it is essential to exploit this freedom correctly.
Key points to secure from the outset:
- The approval clause, which controls the entry of any new partner and protects the initial circle (essential in a family SCI).
- The majority rules for ordinary decisions and exceptional decisions (sale of the property, amendment of the statutes).
- The powers of the manager: a manager with too broad powers can engage the company without the agreement of the other partners.
- The exit conditions for a partner, including the method for valuing the shares.
Standard statutes downloaded online rarely cover these situations. Custom drafting by a legal professional represents an initial cost, but it avoids blockages that can immobilize a property for years.
Creating an SCI online: what the single window changes
Since the generalization of the INPI single window, the formalities for creating an SCI are submitted entirely online. Publication of the legal announcement, submission of the file, registration: everything goes through a centralized platform.
This dematerialization simplifies the administrative process, but does not exempt one from rigor in substance. The file must include the signed statutes, the certificate of publication of the legal announcement, and the identity documents of the partners. An error in the statutes submitted online remains an error, with the same legal consequences as before dematerialization.
Creating an SCI remains a binding legal act. The ease of the online procedure should not overshadow the fact that the structure then imposes annual accounting, general meetings, and regular reporting obligations. The real cost of an SCI is not its creation, but its management over time.