#SCI Share Transfer Lawyer in France

You are preparing a transfer of shares in an SCI (société civile immobilière, a French property-holding company), or you have just learned that your deed has been refused registration. Since 27 June 2026, the transfer of shares in a property-rich company (société à prépondérance immobilière) must be recorded, on pain of nullity, by a notarial deed (acte authentique), by a lawyer-countersigned deed (acte contresigné par avocat) or, in strictly defined cases, by a deed drawn up by a chartered accountant (expert-comptable). The firm’s Corporate/Tax team reviews your situation, classifies the company, checks the chronology of the transaction and determines the appropriate course of action.

Have my SCI share transfer reviewed

Two starting points, two different assignments

Your transfer has not been signed yet

This is the easiest situation to make legally sound. The work starts with classifying the company: does the SCI fall within paragraph 2° of I of Article 726 of the French Tax Code (CGI), to which Article 1865-1 of the French Civil Code refers? Next come checking the approval requirement (agrément), drafting the deed, countersigning it and organising the formalities. The order of the steps matters as much as their content.

Your deed is signed, and registration has been refused

The tax office relies on Article 635-0 A of the CGI: it makes registration conditional on producing a copy of a notarial deed, a lawyer-countersigned deed or, where applicable, a deed drawn up by a chartered accountant. A refusal is not an annulment, nor does it, on its own, decide the fate of the transaction. It calls for analysis: the exact ground for rejection, the date and form of the deed, the classification of the company, the parties’ powers and consent, the formalities already completed. This diagnosis governs everything else.

We do not announce an outcome before reading the documents. Nor do we claim that adding a countersignature after the event would settle the matter: that possibility depends on factors specific to each file, and Article 66-3-1 of the Law of 31 December 1971 attaches to the countersignature a certification that advice was actually given.

What the firm reviews and does

• Classification of the company with regard to the property-rich test: composition of the assets, shareholdings held, assessment period, statutory exclusions.
• Review of the planned or completed transaction: articles of association in force at the relevant date, approval, identity and powers of the parties, chronology of the signatures, formalities already completed.
• Drafting the deed of transfer and countersigning it, with the statements required by III.B of Article 726 of the CGI.
• Taking over a file already under way: reading the refusal, identifying the ground, determining which routes are legally established and which remain to be decided.
• Coordination of formalities: enforceability against the company, publication in the Trade and Companies Register (registre du commerce et des sociétés, RCS), submission for registration.
• Tax advice on the transaction where included in the assignment: tax base, applicable rate, interaction with capital gains taxation.

The exact scope of the assignment is set after reviewing the file and is stated in the fee agreement. Some next steps depend on what the documents reveal: we tell you before, not after.

What has changed, and why your file may be blocked

Two texts followed one another in 2026 and together produce an effect that many shareholders discover too late.

Decree No. 2026-340 of 30 April 2026, in force since 6 May 2026, rewrote Article 52 of the Decree of 3 July 1978. Publication of the transfer in the Trade and Companies Register is now made by filing the amended articles of association, and no longer the deed of transfer. The court registry (greffe) therefore no longer needs to see the deed, or its registration.

Law No. 2026-534 of 25 June 2026, in its Article 68, created Article 1865-1 of the Civil Code and Article 635-0 A of the CGI, both in force since 27 June 2026. The first imposes the form of the deed on pain of nullity; the second makes registration conditional on producing that deed.

The result: a registry formality can go through even though the deed cannot be registered. A filing receipt, an up-to-date company extract or an entry showing the new shareholders therefore does not prove that the civil-law and tax requirements are met. Filing with the registry and tax registration serve two distinct purposes (in French), and that is precisely where the blockage lies.

How an assignment proceeds

The first exchange is used to frame the matter: which company, which transaction, where the formalities stand, which deadline you face. It requires neither an identity document nor any confidential deed.

You then send the file through a secure channel, and the analysis follows. At that point, we tell you what is settled, what remains to be checked and what depends on a position to be taken. The list of documents to prepare (in French) lets you save that time upfront.

Drafting or reworking the deed comes after this analysis, never before. The formalities follow in an order set by the applicable deadlines, in particular the one-month registration deadline under Article 635 of the CGI.

What determines the fees

Analysing a deed already signed, drafting a new deed and taking over a refused file do not involve the same work. The number of shareholders, whether an approval must be obtained, the structure of the SCI’s assets, the existence of shareholder current accounts and urgency all affect the time required. Fees are set in an agreement before the assignment begins.

They are distinct from the registration duties payable to the Treasury (in French), from formality costs and from the taxation of any capital gain. This distinction between the four cost items avoids misleading comparisons between services.

Your questions before writing to us

Are all SCIs affected?

No. Article 1865-1 targets property-rich legal entities within the meaning of paragraph 2° of I of Article 726 of the CGI. The test concerns the composition of the assets, on the date of the transfer or at any time during the year before it. The SCI form alone is not conclusive, either way.

Can the firm act on a deed that has already been signed?

The firm reviews the deed, the documents and the chronology, then determines what can be done. This review is the starting point, and it comes before any answer on the possible next steps.

Does a refusal of registration cancel the sale?

A refusal of registration is not an annulment. Nullity under Article 1865-1 is a matter for the court, unless the parties jointly acknowledge it, under Article 1178 of the Civil Code. The refusal flags a problem of form; it does not resolve it and does not, on its own, determine the consequences.

Is a notary mandatory?

No, except in specific cases. Article 1865-1 offers three routes. A notarial deed nonetheless remains mandatory for a gift, under Article 931 of the Civil Code, and for a transfer of shareholdings carried out abroad, under III.A of Article 726 of the CGI.

Every situation is different. The information presented here is general and does not replace an analysis of your file. The firm makes no promise of outcome; it commits to the means it deploys.

Discuss my refused deed with the Corporate/Tax team