Do you hold shares in a civil-law property company (SCI) and are considering selling them? Two major changes came into effect in 2026, and it is important to be aware of them before proceeding. The first simplifies the administrative formalities. The second tightens the requirements regarding the form of the deed itself. Ignoring either of these could delay your transaction, render you liable or, in the most serious cases, render the sale void.
Here is what you need to know before selling shares in an SCI in 2026.
What has changed: a streamlined administrative procedure since May 2026
Until 5 May 2026, transferring SCI shares involved a strict sequence of administrative steps: signing the deed of transfer, submitting it to the tax office for registration and payment of duties, collecting the registered deed, and then filing it with the Trade and Companies Register. Each step had to wait for the previous one to be completed. As a result, the process frequently took between five and eight weeks, for a transaction that could have been completed much more quickly.
Since 6 May 2026, Decree No. 2026-340 of 30 April 2026 has streamlined this process. To make the transfer enforceable against third parties (i.e. to ensure it is officially recognised vis-à-vis anyone outside the company), it is no longer necessary to file the registered deed of transfer with the registry. It is now sufficient to file the updated articles of association of the SCI, certified as true copies by the manager.
What has changed in practice: the tax registration of the deed and its filing with the registry can now be carried out in parallel. In typical situations, the total processing time has been reduced from five to eight weeks to two to three weeks. For a director managing a family-owned or asset-holding SCI who wishes to transfer shares within a specific timeframe, this time saving is significant.
What remains unchanged: obligations that must not be overlooked
The simplification introduced by the decree concerns only one aspect: the document to be filed with the registry. Everything else remains unchanged, and several obligations warrant particular attention.
Tax registration of the deed remains mandatory and must take place within one month of signing. For a property-focused SCI, whose assets consist mainly of immovable property, registration duties amount to 5 per cent of the sale price. This cost can be substantial and must be factored in from the outset of negotiations between the transferor and the transferee. Underestimating this cost can create tensions, or even jeopardise the financial viability of the transaction.
Enforceability against the company itself is governed by separate rules: the transfer must be served on the company by a bailiff’s writ, accepted by the company in a notarised deed, or result from its inclusion in the amended articles of association signed by the managing director. This last option is the most common in well-prepared transfers.
Approval of non-partner transferees also remains mandatory, unless otherwise stipulated in the articles of association. If you transfer your shares to a third party outside the SCI, the other partners must approve their admission. Failure to obtain such approval may render the transfer null and void; a serious consequence that no one wishes to discover after signing.
The new requirement regarding the form of the deed since June 2026
A few weeks after the decree, a second change came into force: for SCIs with a predominantly property-based portfolio, the law now requires that the deed of transfer be drawn up in a specific form, failing which it will be void. The deed must either be notarised, countersigned by a solicitor, or drawn up by a chartered accountant where the latter is authorised to do so.
This is an important point: until now, many transfers were carried out in the form of a simple private deed signed directly between the parties. This is no longer possible for the SCIs concerned. Without a deed drawn up in the required form, tax registration will be refused, and the transfer cannot go ahead. This is something that needs to be checked before negotiations even begin.
A practical example: a family transfer
Let us consider the case of a family-owned SCI in which two parents wish to transfer 30 per cent of their shares to their child. Before the decree, the procedure was straightforward and took nearly two months. Nowadays, the steps can be carried out in parallel: the deed is drawn up in the required form, tax registration is initiated with the tax authorities, and the updated articles of association are filed with the registry without waiting for the registered deed to be returned. The transaction can be finalised in two to three weeks, whilst remaining fully compliant.
What if the manager delays updating the articles of association?
This situation arises more often than one might think, particularly in SCI companies where the partners are in disagreement. The decree provides for a redress mechanism: the transferor or transferee may serve formal notice on the manager to take action by registered letter. If, within eight days, no action is taken, proceedings may be brought before the president of the court to compel the manager to rectify the situation. Pending the outcome of these proceedings, the transferor or transferee may themselves file the deed of transfer with the Trade and Companies Register (RCS) as a precautionary measure to safeguard their rights.
This represents a concrete improvement on the previous situation, where a defaulting manager could indefinitely block the formalisation of a transfer that was otherwise valid.
What this means for your succession or restructuring strategy
The transfer of shares in an SCI often forms part of a broader context: a director’s preparations for retirement, the transfer of assets to their children, the departure of a partner, or the restructuring of a group. In these situations, the administrative simplification is welcome news; however, it must not distract from the essentials.
The classification of the SCI, the calculation of registration duties, the drafting of the deed in the form now required, the management of the approval process and the coordination of the various parties involved: each of these points can have significant implications for the total cost and the validity of the transaction. This is particularly true when the transfer is accompanied by a more comprehensive reorganisation of the structure, for example through the establishment of a holding company or a change in legal status.
A simpler procedure, but one that still requires careful management
Since May 2026, the administrative burden associated with the sale of SCI shares has been reduced. However, this is not a transaction that can be carried out without preparation. The new requirements regarding the form of the deed, the maintenance of tax registration, the approval rules and the deadlines to be met serve as a reminder that the simplification of formalities does not exempt one from carrying out a rigorous analysis beforehand.
Before proceeding with a sale, take the time to clarify the nature of your SCI, anticipate registration fees and ensure that the deed is drawn up in a form that complies with current regulations. At Alliés Conseils, we support business leaders with the accounting and tax aspects of these transactions: analysing the situation, anticipating tax costs and coordinating with legal advisers.
Our aim: to ensure that every disposal proceeds smoothly.
Are you preparing to dispose of shares in an SCI and would like to review your situation? Our team is available to discuss this with you.
