Statutes of an SCI (property company)
The societe civile immobiliere (SCI) is the reference corporate form for jointly acquiring, managing and passing on a property portfolio. Governed by articles 1845 et seq. of the Code civil, it allows its partners to hold shares in place of undivided rights over a property, thereby easing day-to-day management and succession. The statutes of an SCI are the founding instrument that sets the property purpose, the capital, the rules on the transfer of shares, the powers of the manager and the arrangements for collective decision-making. Careful drafting prevents conflicts between partners and secures dealings with third parties. This form is completed in English, but the document is generated in French, ready to sign and file in France.
Note: the questionnaire is in English; the generated document is in French.
The company
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Frequently asked questions
Is the SCI subject to corporation tax?
By default, the SCI is subject to income tax (IR): the results are taxed directly in the hands of the partners in proportion to their shares. The partners may elect, subject to conditions, to be liable for corporation tax (IS), which changes the tax treatment of profits and capital gains.
What is the liability of SCI partners?
Unlike an SARL, the liability of the partners of an SCI is unlimited and proportional to their shares (article 1857 of the Code civil): each partner is answerable for the company's debts on their own assets, in proportion to their share of the capital. This liability is not joint and several unless otherwise provided.
Can SCI shares be transferred freely?
No. Any transfer of shares, even between partners, must in principle be approved by the partners under the conditions set out in the statutes or, failing that, unanimously (article 1861 of the Code civil). The statutes may relax these rules but cannot remove them entirely.
Is a notary required to set up an SCI?
The involvement of a notary is not legally required to draft the statutes of an SCI, except where a property is contributed in kind to the company (which requires an authenticated deed). The SCI is registered with the Trade and Companies Register (RCS) on presentation of the signed statutes and the required documents.
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