On the Basque coast and in Béarn, the scarcity of land has made operations more complex and margins more sensitive to the structure chosen. Between an SCI subject to income tax, an SCCV and a property dealing structure, the difference in net result on the same operation runs into tens of thousands of euros.
We act for developers, property dealers, land subdividers and private investors, from putting the operation together through to the exit, alongside the notaire, the accountant and the financial partners.
The choice between a société civile immobilière, a société civile de construction-vente and a commercial company determines the tax regime, the liability of the shareholders and the ease of exit. It is decided before the land is acquired, not after.
A commercial activity by its very nature, subject to a tax regime of its own and to undertakings to resell. We structure the activity, secure the undertakings given before the notaire and check that the company’s stated objects match what it actually does.
Preliminary contract, financial completion guarantee, calls for funds, reservations on delivery, statutory warranties: the VEFA protects the buyer and constrains the developer. We act on both sides.
Unilateral option or bilateral preliminary agreement, planning and financing conditions precedent, the length of the option, the option fee: the preliminary agreement governs the whole operation, and its drafting is worth spending time on.
Building permit, prior declaration, third-party challenges, withdrawal, running out the time limits: a challenge badly handled delays an operation by eighteen months. We secure the site notice, the time limits and, where appropriate, the settlement with the challenger.
Commercial leases, professional leases, occupancy agreements, division into volumes or into co-ownership lots: the way the building is let determines its resale value as much as the quality of its construction.
VAT on the margin or on the full price, self-supply, the regime for building land, reduced duties where an undertaking to build or to resell is given: these are the items that tip an operation from profitable to loss-making.
Selling the shares in the project company rather than the building changes the tax, the registration duties and the extent of the warranty given. Both options are costed before the property goes on the market.
The right moment
A structure settled before the preliminary agreement is signed sets the tax treatment of the whole operation. Taken up after the acquisition, it means selling the property to your own structure — and paying the duties twice.
The subject is the same. It is when it is dealt with that makes the cost.
How we work
You set out the situation, we say frankly whether we are the right people and what the work would involve. No commitment at this stage.
It describes what is done, what is not, the basis on which fees are calculated and the timetable. Nothing starts without your written agreement.
One lawyer holds your file; each question is dealt with by whichever of us handles it every day. You have only one person to call.
Formalities, filings, deadlines: the firm takes over and keeps you informed until the file is closed.
Frequently asked questions
Income tax suits long ownership with few expenses, since the capital gain benefits from reliefs for the length of ownership. Corporation tax allows the building to be depreciated and more to be deducted, but the gain on sale is calculated on the net book value, and so is far heavier. The trade-off depends entirely on how long you intend to hold.
When the acquisitions are made with the intention of reselling and the activity is habitual in character. The tax authorities rely on a body of indicators: the number of transactions, how briefly the properties are held, the means deployed. Reclassification brings liability to industrial and commercial profits tax and to VAT.
It guarantees the off-plan buyer that the building will be completed even if the developer fails, either through a guarantor who funds completion or by payment of the sums needed. It is compulsory in the protected sector and is the buyer’s principal protection.
A settlement putting an end to a challenge is lawful, but it must be registered with the tax authorities within the month, failing which it is void. Beyond that, an abusive challenge can give rise to damages in favour of the permit holder.
VAT on the margin requires that the property was acquired without a right to deduct and that its classification did not change between the purchase and the resale. Reassessments on this point are frequent among property dealers, in particular where built land is resold as building land.
A share transfer avoids property transfer duties at the full rate but exposes the buyer to the company’s past, which calls for a warranty. It also falls within the regime for shares in property-rich companies. The comparison must take in the duties, the tax on the capital gain and the cost of the warranty.
Yes, where the whole comprises parts that are genuinely distinct in use and in management — shops at street level, parking, flats. Division into volumes avoids the constraints of the co-ownership regime but requires a rigorous descriptive schedule and carefully drafted easements.
Practice areas involved
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