Transfers of SCI Shares: A New Formal Requirement Takes Effect

Published  in the French Official Journal: Law no. 2026-534 of June 25, 2026 on combating social and tax fraud.

Real-estate holding structures are widely used in France by families, investors and businesses for asset structuring, investment planning and wealth transfers. A reform published today substantially changes certain transfers involving these structures.

Background

In France, a very large share of real estate is held not directly, but through a société civile immobilière (SCI) — a French private real estate holding company. With around 1.8 million in existence, this is not a niche vehicle but the backbone of private real-estate ownership.

Until now, transferring shares in an SCI required only a simple private agreement between seller and buyer. A signed document was enough, with no mandatory third party.

Key changes

The new Article 1865-1 of the French Civil Code now requires that any transfer of shares in a property-predominant company be recorded through one of the following, otherwise the transfer will be null and void:

▸ a notarial deed;

▸ a lawyer-countersigned deed (acte d’avocat, Article 1374 of the Civil Code);

▸ or a private deed prepared by a chartered accountant, where legally permitted and in connection with an ongoing engagement.

A second safeguard reinforces the rule: without a compliant deed, the French tax authorities will refuse to register the transfer. A non-compliant transfer is therefore no longer merely fragile — it is void, without effect, and must be done again.

Practical implications

By placing the acte d’avocat on the same footing as a notarial deed, lawmakers recognize the value of legal advice: verification of the parties’ identity and consent, the duty to advise, the legal security of the transaction, and the traceability required by anti-money-laundering rules.

For clients in France, this means a more secure transaction, handled by a regulated professional who is bound by confidentiality, insured and accountable.

A constraint? We see it primarily as a protection — one that restores legal advice to the heart of an operation too often treated as routine.

Existing SCI structures and future transfers of shares in real-estate-predominant companies should therefore be reviewed in light of this new regime.