Transferring SCI shares on the back of an envelope is over

A new rule applies to transfers of shares in property-rich companies: SCIs above all, but also unlisted SARLs, SASs and SAs whose assets consist mainly of real estate. The transfer of a single share falls within it.

What the text requires

Article 68 of Law no. 2026-534 of 25 June 2026 created a new article 1865-1 of the Civil Code. From now on, failing which the transfer is void, it must involve a lawyer, by counter-signed deed, a notary, by notarial deed, or a chartered accountant, by private deed drawn up by them, for companies whose accounts they already handle.

What actually changes

Until now these transfers could be concluded by simple private agreement, with no professional involved. That is no longer so. And the formality is not an administrative detail: registration for tax purposes now depends on producing one of these deeds. Without a compliant deed, the transaction cannot be registered.

What we take from it, as corporate lawyers

A transfer of SCI shares is not only a property transaction. It is also — and often first — a corporate transaction over a property portfolio. It calls for checking the articles and any approval clauses, analysing the company’s legal position, drafting appropriate warranties and anticipating the tax consequences.

Each of those is dealt with before signature, not during. The reform merely makes compulsory what was already the right reflex: bringing in a professional at the first discussions, not on the day the deed is to be signed.

For transactions already under way

If a deal is proceeding on the basis of a draft private agreement, it must be reworked. The nullity at stake is not a theoretical sanction: it comes to light at registration, by which time the parties are bound and the price has often been paid.

This article sets out the law as it stood at the date of publication and does not constitute legal advice. Every situation calls for individual examination: let us take thirty minutes to check yours.