Two people buying an apartment together automatically find themselves in joint ownership. Every decision (sale, renovations, tenant changes) requires the agreement of all. When a disagreement arises, the blockage is immediate. The real estate civil company, or SCI, replaces this rigid functioning with a flexible legal framework, managed by a manager and governed by statutes that the partners draft themselves.
Drafting the SCI statutes: the clause that changes everything
The statutes are the founding document of the real estate civil company. They set the rules of the game among partners: distribution of shares, powers of the manager, conditions for transfer, duration of the company.
Most guides list the mandatory mentions (name, registered office, purpose, capital). What makes the difference are the optional clauses. Let’s take a concrete example.
A couple creates an SCI with their two adult children. Without a clause of approval, a child can transfer their shares to a third party without the other partners having a say. By inserting an approval clause in the statutes, any transfer to an outside third party requires a vote from the partners. The approval clause protects the stability of the SCI.
Another often overlooked point is the precise definition of the manager’s powers. Can they sign a commercial lease alone? Contract a loan in the name of the company? If the statutes remain vague, conflicts arise from the very first binding decision. It is better to set a threshold beyond which the agreement of the partners in a general assembly is required. To delve deeper into this topic, Immo Franchise’s advice details the points of vigilance during drafting.
Single window INPI: how to register your SCI online
Since January 1, 2023, physical business formalities centers (CFE) no longer exist. All creation formalities go through the electronic single window of the INPI. The paper M0 form has disappeared: its sections are integrated directly into the online process.
In practice, filing at the single window is free. You create an account, provide the company’s information (company name, registered office address, identity of the partners, amount of share capital), and attach the supporting documents in digital format.
Documents to prepare before connecting
- The statutes signed by all partners, in PDF format. They must mention the corporate purpose, the distribution of shares, and the rules of operation.
- The certificate of publication of the legal announcement of incorporation in an authorized newspaper. This publication is mandatory, and its cost varies by department.
- The identity document of the manager and, if applicable, a declaration of non-conviction.
- A proof of enjoyment of the registered office (lease, title of ownership, or domiciliation certificate).
Once the file is submitted, the follow-up occurs in two stages. First on the dashboard of the single window, then on Infogreffe after registration with the Trade and Companies Register (RCS). Expect a few days to a few weeks to obtain the Kbis extract, depending on the workload of the registry.
Share capital and contributions: what partners really commit
The law does not impose any minimum capital to create an SCI. You could theoretically set up a company with a capital of one euro. Why not do it?
Because a capital that is too low sends a negative signal to banks. If the SCI seeks a mortgage, the lending institution examines the share capital as an indicator of solidity. A symbolic capital means that the partners have almost nothing invested in the structure.
Cash contribution or in-kind contribution
A cash contribution is a sum of money paid into the bank account of the SCI being formed. An in-kind contribution involves transferring an existing real estate asset to the company. In this second case, a notarial deed is mandatory, which increases the creation costs.
Let’s take a common case: two partners already own a property in joint ownership and wish to house it in an SCI. Contributing this property to the company generates registration fees and requires publication with the land publicity service. The cost is not negligible, but the SCI then allows for much smoother management of the real estate assets.
Taxation of the SCI: choosing between income tax and corporate tax
By default, the SCI is subject to income tax (IR). Each partner declares their share of profits in their personal tax return, proportionally to their shares. This regime is transparent: the company itself does not pay tax.
The option for corporate tax (IS) radically changes the situation. The SCI then becomes a distinct taxpayer. Profits are taxed at the company level, and partners are only taxed when they receive dividends.
Why choose IS? Because it allows for accounting depreciation of the real estate asset, which reduces taxable income for many years. However, the IS option is irreversible: once chosen, it is impossible to revert to IR. And when selling the property, the capital gain is calculated on the net book value (after depreciation), which can result in a heavier tax burden than under the IR regime.
The tax choice thus depends on the wealth strategy. An SCI intended for family transmission often favors IR. An SCI focused on rental management with reinvestment of rents can benefit from IS.
Transmission of real estate assets via an SCI
Transmitting a property directly involves going before a notary for each donation, with rights calculated on the value of the asset. Transmitting SCI shares offers a more gradual mechanism.
Parents can give shares to their children in successive tranches, using tax allowances that renew every fifteen years. This staggered transmission significantly reduces donation rights. The value of the shares can also be diminished by a liquidity discount, as SCI shares are less easily resold than direct real estate.
Property dismemberment adds an additional lever. Parents retain the usufruct (the right to receive rents or occupy the property) and give the bare ownership of the shares. Upon the death of the usufructuary, the children recover full ownership without additional inheritance tax.
The SCI does not eliminate the legal complexity of transmission. It structures it. Each operation must be anticipated in the statutes and, in most cases, accompanied by a notary or tax lawyer to avoid requalification by the tax administration.