Sale of shares in a civil real estate business (SCI)

Verified 09 July 2026 - Entreprendre Service Public / (Prime Minister)

The sale of shares in SCI: titleContent corresponds to the sale of shares held by a partner. It can intervene to leave the business, transmit an activity or reorganize capital. It also allows the entry of a new partner.

To be valid, the sale of shares within an SCI requires the compliance with several steps.

Step-by-step approach

The price of shares is determined in 3 steps: their evaluation, the price fixing between the parties and, in the event of disagreement, the use of an expert.

1Evaluate shares

Before fixing the sale price, it is necessary to assess the value of the shares of the SCI. This assessment allows a price to be determined that is consistent with the economic and financial situation of the business.

Several methods can be used to enhance the company:

  • Heritage method : it consists in evaluating thenet book assets company.
  • Comparative method : it consists in comparing the business with other similar companies.
  • Profitability Method : estimating the future profit-making capacity of the business.

It is important to combine these 3 different approaches in order to obtain an estimate as close as possible to economic reality.

Please note

The value of the shares does not necessarily correspond to their nominal value. She depends on the actual value of the business at the time of disposal. For example, a share with a nominal value of €100 may have a higher or lower real value depending on the situation of the business.

For more information on recovery methods, please refer to the fact sheet on the valorization of the company before its transmission.

2Set the sale price

The ceding and the transferee freely determine the price of shares. The price must be determined or determinable at the time of transfer. The exact amount does not necessarily need to be fixed immediately.

The seller and the buyer can thus:

  • Set a final price upon signature of the deed of assignment
  • Provide a calculation method allowing the price to be determined later
  • Agree on a price supplement dependent on future items (revenue or profit guarantee clause).

The price may be different from estimated value shares provided that the parties freely consent.

Warning  

One manifestly fictitious or derisory price may result in the invalidity of the transfer or a reclassification as a gift disguised by the tax administration.

The same applies when the transfer occurs between related persons (partners, members of the same family, business controlled by one of the parties, etc.), the tax authorities can check that the price chosen corresponds to the real value of the shares.

The the price and payment terms must then be mentioned in the deed of assignment. In particular, the Parties may provide for:

  • a cash payment
  • a installment payment
  • payment guarantees to the transferor.

The ceding and the transferee must agree on the price of shares. This price must be determined or determinable at the time of transfer.

In concrete terms, the exact amount does not necessarily need to be fixed immediately. The deed of assignment may provide for criteria or method of calculation to be used in determining it at a later stage (e.g. from the accounts of the business or from a formula agreed between the parties).

The price must be determined or determinable for all shares sold, and not only for some of them. Otherwise, the assignment may be called into question.

3Use an expert in case of disagreement

Where the parties cannot agree on the value of the shares, they may call on an expert specialized in the valuation of shares, such as a chartered accountant, one lawyer or an auditor.

The assignor and the assignee may together appoint an appraiser. In the absence of agreement, the expert shall be appointed by the President of the competent court.

In this context, theexpert determines the value of the shares independently. It may select the valuation methods it considers most appropriate to the business' situation, taking into account in particular its financial situation, profitability and business prospects.

The the value it sets is imposed in principle on the parties.

To learn more, the DGFIP: titleContent make available a guide on the evaluation of companies and business titles :

Evaluation of companies and business titles

French public finances general directorate (DGFiP)

Pour en savoir plus

Please note

To go further on the professionals who can support a company in these steps, refer to the sheet relating to professionals involved in the management of a company.

Certain transfers of shares may be made only after obtaining the consent of the partners.

1Check if approval is required

In an SCI, the requirement for accreditation varies according to the quality of the purchaser (partner, spouse, ascendant or descendant of ceding or third party to the business) and the content of the statutes.

It is therefore necessary to verify the rules applicable to the situation concerned before commencing the transfer:

Assignment to a partner

The shares are in principle subject to the approval rule.

However, the statutes may provide that such assignments are free and do not require no approval, or that they are subject to approval procedure defined (e.g. fixed majority or manager's decision).

Assignment to a family member

In the case of an assignment to a spouse (i.e. the transferor's spouse)in principle, it is subject to the rule ofaccreditation.

Persons united by a Civil partnerships: titleContent or in cohabitation are not concerned. They are therefore part of a traditional transfer to a partner.

However, the statutes may dispense with such assignments of authorization or provide for specific arrangements for approval.

In case of transfer to a ascending or descendant, this is in principle exemption from accreditation.

However, the articles of association may make such transfer subject to the approval of the members.

Please note

When both spouses are simultaneously associated with the businessin order to be valid, transfers between them must be recorded by a notarial deed or by a private deed with a certain date (i.e. the date of which is indisputable, for example because the deed was registered or signed before an official third party), other than the death of the transferor.

Assignment to a third party

The sale of shares to a third party is subject toapproval of partners.

However, the articles of association may provide that such approval is granted by a majority which they determine or which is given by the managers.

2Implement the approval procedure

Where approval is required, the proposed transfer must be notified to the business and, where appropriate, to associates.

This notification allows associates to acquaint yourself with the proposed transfer and the identity of the transferee considered before deciding on its entry into the business.

The partners must then decide on the application for approval. The decision is made by the partners representing at least half of the shares. The statutes may, however, require a higher majority.

Example :

In a business whose capital is divided between 4 shareholders each holding 25% of the shares, approval shall be granted if the members in favor of the transfer represent more than 50% social capital.

The business has a period of 3 months from notification of the proposed transfer to make known its decision. This period may be extended only once by a court decision, but may not exceed 6 months.

At the end of the procedure, two situations may arise: approval is granted or refused.

Approval shall be granted

Approval may be granted by an express decision of the partners.

It is also taken for granted when the business does not make known its decision within the 3-month period, or within the time limit extended by the court where applicable.

Example :

If the partners do not decide within the legal period of 3 months, the ceding may continue the assignment as if the approval had been granted.

The approval decision must be retained in order to be able to justify compliance with the approval procedure. In practice, it is generally observed in a minutes of general meeting or in the document noting the consultation of the partners.

Approval is refused

Where the partners refuse to approve the transferee proposed, they must, within 3 months of the refusal, acquire the shares by one or more partners, by an authorized third party or, with the agreement of the transferor, by the business itself in the context of a capital reduction.

The repurchase price shall be fixed by mutual agreement between the parties. In case of disagreement, it is determined by an expert.

The period of 3 months may be extended only once per court decision, without this extension being allowed to exceed 6 months.

If no acquisition of the shares takes place within those deadlines, the assignor may carry out the assignment initially envisaged.

Warning  

Where the transferor has held its shares for less than 2 years, the members or the business shall not be obliged to acquire them in the event of refusal of authorization, unless otherwise provided for in the articles of association.

Once the sale price has been set and the terms of sale defined (including the approval of partners where necessary), the parties must formalize their agreement in a deed of assignment. This act is then signed by the parties and may contain additional guarantees.

1Drafting the deed of assignment

The deed of transfer of shares formalizes the agreement between the seller and the buyer. It makes it possible to secure the sale and to prove the conditions agreed between the parties.

It must include the mandatory particulars following:

  • Names of parties
  • Identity of the business (company name, share capital, address of the registered office, etc.)
  • Number and designation of shares transferred (if numbered)
  • Sale price of the assignment and terms of payment
  • Details of the approval of the partners, if any

The sale of shares must must be recorded in writing.

Warning  

Since 27 June 2026, where SCI is a business with preponderance in real estate (the most frequent case), the assignment must be established, on pain of nullity, in one of the following forms:

  • Authentic instrument drawn up by notary
  • Act countersigned by lawyer
  • Act under private signature drawn up by a chartered accountant (only in certain cases, in particular if he is already acting as an accountant for the business or the client, whether the sale is linked to a management or restructuring operation followed by the accounts or whether the act remains ancillary to his main task).

A simple act under private signature signed between the parties without the intervention of an authorized professional is therefore no longer valid in this case.

For contact a notary :

Who shall I contact

For contact a lawyer :

Who shall I contact

For contact an accountant :

The deed of assignment must count as many copies as parts to the contract. Each copy must be signed by the parties.

2Sign the deed of assignment

The signing of the deed of assignment shall give effect to the agreement of the parties and makes the sale enforceable between the seller and the buyer.

The signature can be handwritten or electronic. In any case, it allowsauthenticate the agreement of the parties.

Depending on the choice of the authorized professional for the drafting of the deed of sale of shares, the signature is collected:

  • by the notary in the case of an authentic instrument
  • by the lawyer in the case of a countersigned act
  • or by the parties in the case of a document under private signature drawn up by a legally authorized public accountant

When the signature is electronic, it shall:

  • be uniquely attached to its signatory
  • be created using data that the signatory can use under his/her exclusive control with a high level of trust
  • detect any subsequent changes to the signed document

For learn more about the electronic signature :

Electronic signature

France Num

Pour en savoir plus

Warning  

A simple signature image or signature scanned and affixed to a document does not allow the author to be identified with certainty. This signature is valid but can be challenged before the judges by one of the parties to the contract who would like, for example, to cancel the assignment.

3Provide for any guarantees, if necessary

The deed of sale of shares may provide for certain guarantees intended to secure the transaction.

This is the case of the asset and liability guarantee clause, which may be included in the deed of transfer of shares.

It provides a framework for the risks linked to the financial situation of the business after the sale, and therefore covers both the ceding and the transferee.

Its objective is twofold:

  • The liability guarantee covers pre-disposal liabilities and risks (e.g. a tax adjustment for a financial year preceding the sale): the objective here is to protect the assignee against hidden debts.
  • The asset guarantee covers the value of asset itemsactive of the business (a receivable entered in the accounts of the business but ultimately unrecoverable): the objective is to protect the transferee against overvaluation of the business.

Guarantee of assets and liabilities may be provided in part or in full : it is possible to provide only a liability guarantee, only an asset guarantee, or both. Where both guarantees are provided for, the transferee is covered over the entire prior financial situation of the business.

FYI  

For the transferor, the provision of such a guarantee may facilitate the sale of sharesby strengthening the confidence of the purchaser and securing the agreement reached between the parties, in particular on the sale price.

In return, it may incur liability after the sale if previous debts or anomalies appear.

The asset and liability guarantee clause is freely defined by the parties in the deed of assignment or in a separate deed.

No mention required is not imposed, but as an indication, it may contain the following :

  • Categories of debt which fall within the scope of the guarantee. In the absence of any clarification, the guarantee covers all debts linked to the business' activity.
  • Departure Date of the guarantee: the date on which the origin of the debt can be assessed.
  • Duration of the guarantee clause: between 3 and 5 years, for example.
  • Calculation of any compensation due—Which can include a variable or declining percentage of support.
  • Floor amount of the guarantee: the amount from which the guarantee can be activated.
  • Ceiling amount compensation: the maximum amount to which the transferor commits itself. There is no obligation to pay beyond that.
  • Implementing arrangements : additional information necessary to apply the guarantee (justification for passivehow to send the claim, etc.).

There are alsoother types of guarantees which may be provided for in the deed of assignment, depending on the negotiation between the parties and the nature of the transaction:

  • Security net worth guarantee clause : sets a minimum value of the business at the date of the transfer.
  • Guarantee clause for turnover or results (earn-out or additional price): the sale price depends in part on the future performance of the business.
  • Non-compete guarantee clause : the transferor undertakes not to engage in a competing activity for a specified period of time and in a specified area.

Once the deed of assignment is signed, the parties must register it to the competent company Tax Office (SIE) and pay the registration fees due.

1File the deed of assignment

Once the deed of sale of shares has been signed, it must then be Registered with the company Tax Office (SIE) of the place of domicile of the transferee or the ceding :

Who shall I contact

Registration must take place within a period ofone month from the date of the act. The deed must be filed in 2 copies and accompanied by the payment of registration fees (by check or transfer depending on the services). In principle, the registration fees are payable by the assignee, i.e. the purchaser of the shares. However, the parties may provide in the deed of assignment that these rights will be borne by the assignor or distributed between them.

Warning  

For disposals of SCI shares to preponderance of real estate, registration shall be subject to the submission of a authentic actcountersigned by a lawyer or deed under private signature written by a chartered accountant.

In the absence of compliance with these forms, the assignment is legally null and void and cannot be duly registered.

2Pay the registration fee

Registration fees are calculated by applying a percentage to the transfer price. This percentage varies according to the nature of the business whose shares are sold.

For transfers of shares of SCI, the registration fee depends on the nature of the registration fee:

  • it is fixed at 3%, after application of a reduction of €23,000, reduced to the percentage of the number of shares transferred in the share capital.
  • it is fixed at 5% where the transfer relates to shares of a business with preponderance in real estate, which is the most frequent case in practice.

Example :

  • Where SCI is subject to a registration rate of 3% :
    An SCI has 1,000 shares. A partner sells 500 shares for a price of €100,000.
    As a reduction of €23,000, the abatement is here of €11,500 (€23,000 × 500/1,000). Registration fees are therefore calculated on €88,500 (€100,000 - €11,500), or €2,655 registration fees payable (€88,500 × 3%).
  • Where SCI is subject to a registration rate of 5% :
    An SCI with a preponderance in real estate has 1,000 shares. A partner sells 500 shares for a price of €100,000.
    Unlike the rate of 3%, no abatement shall apply. Registration fees are therefore calculated directly on the sale price, i.e €100,000.
    The amount of registration fees to be paid is therefore €5,000 (100,000 × 5%).

The registration fee amount cannot be less than €25.

Example :

An SCI has 1,000 shares. A partner sells 10 shares for a price of €1,000. The applicable abatement shall be €230 (€23,000 × 10/1,000). Registration fees are therefore calculated on €770 (€1,000 − €230), or €23.10 (€770 × 3%). This amount being less than €25, the transferee shall pay the legal minimum of €25.

Please note

The disposal benefits from a abatement from €500,000 on the value of the shares when carried out with one of the following :

  • Either one employee of the transferred company. He must be employed in CDI full-time for at least 2 years or have a apprenticeship contract in progress at the time of transfer.
  • Either one family member of the transferor (spouse or Civil partnership partner, ascendants or descendants, or siblings).

This allowance shall be applied when all following conditions the following shall be respected:

  • The company exercises a commercial, industrial, craft, agricultural or liberal activity, with the exception of the management of its own movable or immovable assets.
  • The transferor shall have held the securities for more than 2 years (if the transferor has acquired the shares free of charge, no holding period is required).
  • The buyer must continuing the activity of the business whose shares have been sold as a professional activity unique and in an effective and continuous manner, during the 5 years following the date of the sale.
  • The buyer must ensure effective leadership company during those 5 years.

The sale of shares leads to a change in the distribution of shares between the partners. The statutes of the business must therefore be updated to take account of this new allocation. This process takes place in 3 steps: adopt the decision to amend the statutes, draw up the act establishing that decision and update statuses.

1Adopt the decision to amend the statutes

In order to proceed with the amendment of the articles of association, the decision must be taken by the members meeting in general meeting.

The meeting must first be convened by the business manager.

Once the meeting is regularly convened, the decision to amend the statutes must be adopted according to the majority rules provided for by law or by the statutes.

In a Real Estate Civil business (SCI), the decision to amend the statutes must be voted on and approved in accordance with the procedure laid down by the statutes themselves. They shall determine the majority required to adopt the amendment to the Staff Regulations, whether it is a simple majority, by a majority of 2/3, 3/4 or any other majority fixed by the partners when the business is formed.

They shall also specify, when a decision is taken at a meeting, the quorum necessary, i.e. the minimum number of associates present or represented allowing the deliberation to be validly adopted.

Where no indication is given in the statutes, theunanimous agreement of all partners is required.

Once the decision is adopted, it must be recorded in a minutes.

It is then appropriate to update statuses by replacing the old entries with those resulting from the shareholders’ decision.

Please note

For more information, see our factsheet on the decision-making in an SCI.

2Drafting the decision document

Decisions amending the statutes of an SCI shall be recorded in a minutes of general meeting. These minutes are then kept in the register of minutes of the business.

The minutes shall include the following information :

  • Date and place of meeting
  • Terms of convening
  • Agenda
  • Identity of the session chair
  • List of partners present or represented with the indication of the number of shares held by each
  • Documents and reports submitted to the Assembly
  • Summary of the discussions
  • Text of resolutions put to the vote (subjects on which decisions are to be taken)
  • Detailed results of votes
  • Mention of the articles of association concerned by the amendment and indication of their new wording

Please note

If SCI becomes temporarily single-person (1 year maximum), there is therefore no meeting, call of the partners, or vote to organize.

The amendment of the statutes results from a unilateral decision of the sole shareholder, which must simply be established in writing.

This decision must be dated, signed and recorded in the register of decisions of the sole shareholder.

The unilateral decision of the sole shareholder shall include the following information :

  • Identity of the sole partner
  • Decision adopted
  • Mention of the articles of association concerned by the amendment and indication of their new wording

3Update the statutes in accordance with the decision

Once the decision to amend the statutes has been adopted, the statuses must be updated to take account of the new distribution of shares between shareholders.

It is appropriate to amend the article of the articles of association relating to the distribution of shares in order to indicate the identity of the shareholders after the transfer and the number of shares held by each.

Please note

The transfer of shares does not change the amount of the share capital. Only the distribution of shares among the partners is updated.

Once the changes have been made, the updated statuses must be dated and certified as true to the original by the legal representative of the business. The statutes must then be sent as part of the declaration formality to the companies' formalities desk.

After the signing of the deed of assignment and the amendment of the statutes, the business must complete certain mandatory formalities: publish a notice in a legal advertising medium (in some cases), declare the change on the company formalities window and update beneficial owners.

1Publish a legal ad in a legal ad medium, if necessary

The sale of shares does not in itself require publication of a legal advertisement in a legal advertisement medium (Shal).

On the other hand, legal notice is required when the transaction is accompanied by an amendment to the articles of association subject to publication, such as a change of manager, one change of corporate purpose or any other statutory amendment to be publicized. The notice is then published in a Shal: titleContent of the department of head office of the business.

Publication must be carried out within a period ofone month from the time the decision is taken.

The notice of publication shall contain the following items :

  • Reason or corporate name
  • Legal form
  • Share capital
  • Social object
  • Address of head office
  • Location and registration number at RCS: titleContent or at RNE: titleContent
  • Decision or minutes of the general meeting dated and signed
  • Description of the statutory changes subject to disclosure (e.g. change of manager, change of corporate object or corporate name). The transfer of shares, in itself, does not need to be mentioned in the legal announcement.

FYI  

Once the publication is completed, a certificate of publication the notice of amendment shall be issued. This is one of the documents to be sent to the companies' formalities desk in the amendment file.

2Declare the transfer at the formalities desk

The transfer of shares must then be declared within one month on the website of the company formalities office :

Window of company formalities

The change folder must include the following supporting documents :

  • Copy of the minutes of the meeting which decided to amend the statutes
  • Copy of the articles of association updated in the article relating to the distribution of shares, dated and certified as true to the original by the legal representative
  • Certification of publication of the notice in a Legal Advertising Support (Shal) if necessary
  • Change declaration automatically generated on the company formalities window

Please note

Since May 6, 2026, no need to transmit the registered deed of assignment in the change folder.

Once the formality has been recorded, theregistration certificate (excerpt RNE: titleContent or Kbis) will be updated with the identity of the new partners if necessary.

3Declare the beneficial owners

The transfer of shares usually involves a change in the beneficial ownership of the business. In this case, a amending declaration of beneficial owners must be deposited at the companies' formalities desk.

This declaration is mandatory when a natural person acquires or loses control of the business, or when his holding percentage exceeds the threshold of 25% capital or voting rights.

That is the case if the holding percentage changes :

Example :

Before the transfer, Mr X holds 20% and Ms Y 80%. After the sale of shares, Mr X holds 30% and Ms Y 70%.

The beneficial ownership statement needs to be updated as Mr. X's percentage of ownership has evolved and it is becoming beneficial owner.

A declaration of beneficial ownership may also be required when the holding percentages remain the same, but the persons holding the shares change :

Example :

Before the transfer, Ms Y holds 70% of capital and Mr X 30%. Ms Y sells all her shares to Mr Z, who now holds 70%, while Mr X retains 30%.

The beneficial ownership statement needs to be updated to replace Ms. Y with Mr. Z, without changing the ownership percentages.

After completing the formalities related to the assignment, the assignor shall report the transaction to the tax authorities. Depending on the price at which the shares were purchased and resold, the sale may result in a gain or loss.

1Determine whether the disposal generated a gain or loss

To determine whether the disposal generated a gain or loss for the ceding, we must compare:

  • the sale price of the shares
  • their purchase price

3 situations may arise:

  • if the sale price is higher than the purchase price, the transferor realizes a gain (called added value)
  • if the sale price is lower than the purchase price, the transferor realizes a loss called (loss of value)
  • if the two amounts are identical, no capital gain or loss is recognized

Example :

A partner bought shares for €40,000. He sells them €60,000. It therefore realizes an added value of €20,000.

Conversely, if the partner has purchased shares for €40,000 and resells them €30,000, it realizes a capital loss of €10,000.

2Report gain or loss

Once the amount of the gain or loss has been determined, the transferor must declare it. The tax consequences differ depending on whether it is a natural person or a legal person:

The transferor is a natural person

When a natural person makes a gain on the sale of shares, this gain is in principle subject to single flat-rate levy of 31.4% including:

  • 12.8% in respect of income tax
  • 18.6% of social levies

The transferor may, however, opt for taxation in accordance with progressive scale income tax, if this option is more favorable to him and therefore be taxed according to his tax bracket (from 0 to 45%).

The added value is declared in the annual tax return for the year filed in the year following the year of the assignment.

In case of loss of value, no tax shall be payable in respect of such transfer. However, this loss can be used to reduce the amount of other similar gains in the same year, or in some cases in subsequent years.

The transferor is a legal person

When a legal person gains on the sale of shares, which are taxed according to the tax regime applicable to the business (tax on businesses or scheme ofincome tax, as appropriate).

The gain must be reported as part of its statement of profit or loss for the year in the course of which the transfer occurred.

In case of loss of value, no tax shall be payable in respect of such transfer. However, this loss may, in certain situations, be used to reduce the amount of taxable profits of the business.

Warning  

The obligation to declare the capital gain or loss resulting from the sale of shares shall be ceding, whether it is a natural person or a legal person. The SCI does not have to report the gain or loss realized by the partner on the occasion of the sale of its shares.

Who can help me?

The public service accompanying companies

Do you have a project, a difficulty, a question of everyday life?
Simple and free: you are called back within 5 days by THE advisor who can help you.

Get a phone call with an advisor

FAQ