How to create an SCI in 2026: complete step-by-step guide

Property investment with other people, or the transfer of wealth, often calls for a suitable structure. The société civile immobilière (SCI, a French civil property holding company) meets these needs by offering a flexible legal framework in which to hold and manage real estate. This guide sets out the procedure for creating an SCI in 2026, the strategic choices to be made and the mistakes to avoid.

What an SCI is and why to create one

The SCI is a partnership-type company governed by Articles 1845 et seq. of the French Civil Code. It allows several partners to hold one or more properties together within a structured framework.

The wealth-planning objectives of the SCI

Creating an SCI serves several distinct wealth-planning purposes. Organising joint ownership (indivision) is the main one: rather than holding a property in ordinary joint ownership with its constraints (the unanimity rule, potential deadlock), the SCI organises collective ownership through company shares (parts sociales) that are freely transferable according to the articles of association.

Easier transfer of assets is another decisive advantage. Company shares are passed on more easily than fractional property interests. A partner can gradually transfer shares to their descendants and optimise gifts through the valuation of the shares and the illiquidity discount. The specific features of a company formed between members of the same family with a view to transferring assets are set out in our guide to the family SCI.

Centralised rental management simplifies the administration of the property portfolio. A single manager takes day-to-day decisions, collects the rent and commissions works within the powers conferred by the articles of association. The partners receive their share of the result without managing the property on a daily basis.

The limits to know before starting

The SCI is not free of constraints. The exclusively civil purpose rules out any commercial activity: no habitual buying and reselling, property development or professional furnished letting. Exceeding the civil purpose does not make the company void, as nullity can result only from the incapacity of all the founders or from breach of the provisions requiring a minimum of two partners (Article 1844-10 of the French Civil Code), but it exposes the company and its partners to adverse legal and tax consequences.

The unlimited liability of the partners on their personal assets is a major risk. Unlike commercial companies, the company's debts may be pursued against the partners' personal assets beyond their contributions.

Accounting and tax formalities require accounts, annual tax returns and potentially the involvement of a chartered accountant (expert-comptable), depending on the complexity of the assets held.

Preliminary steps before incorporation

Deciding the composition of the partnership

An SCI requires a minimum of two partners when it is formed (Article 1832 of the French Civil Code), who may be individuals or legal entities. The composition should be considered in light of the wealth-planning objectives. For a married couple under a community property regime, each spouse may be a partner for half, thereby preserving equality of rights. For a transfer between generations, the children may be partners from the outset with minority shareholdings, avoiding later transfers.

The division of capital must anticipate future changes: gifts, transfers, the entry of new partners. An equal division makes decisions easier but may create deadlock in the event of disagreement. Granting preferential shares to one partner can resolve certain imbalances.

Choosing the appropriate tax regime

The tax regime for partnerships applies to the SCI by default. Profits or losses are taxed directly in the hands of the partners in proportion to their shares, at the progressive income tax scale, in the category of property income (revenus fonciers). This regime suits SCIs holding ordinary rental property.

The option for corporate income tax may be exercised in certain cases, in particular for SCIs subject to it as of right (activity exceeding the civil purpose, non-resident partner). The corporate income tax rate sometimes allows tax to be optimised, but complicates distributions and the transfer of shares.

The tax decision shapes the company over the long term, because changing regime remains complex and regulated.

Determining the property contribution and its valuation

Contributing a property to an SCI requires a precise valuation to determine the contribution value and the number of shares to be issued. This valuation may be agreed freely between the partners or may require the involvement of an expert, depending on the value and the stakes.

Registration duties of 5% apply to the value of the property contribution, unless an exemption applies. Article 809 of the French General Tax Code exempts contributions to a civil company between relatives in the direct line or between spouses, subject to strict conditions.

The contribution may be encumbered with liabilities (an outstanding mortgage loan). The SCI then takes over the debt, which constitutes a partial contribution for the contributor. This transaction requires the creditor's agreement and may trigger additional security requirements.

Drafting the articles of association: the essential clauses

The company name and corporate purpose

The company name must be distinctive and must not cause confusion with an existing company. It may use the partners' names, the address of the main property or a fanciful name. The words "SCI" or "Société civile immobilière" must appear on all deeds and documents.

The corporate purpose must be drafted precisely to avoid any drift towards commercial activity. The classic wording includes: "the acquisition, administration and management by letting or otherwise of all real property and rights". Ancillary activities (works, insurance, financing) must be expressly provided for.

The division of capital and the partners' rights

The share capital may be fixed or variable. Fixed capital requires an amendment to the articles of association for any change, which offers greater certainty. Variable capital, bounded by a minimum and a maximum, allows partners to join and leave without particular formality.

Payment of contributions may be staggered: the partners commit to an amount but pay only part of it immediately. This flexibility makes progressive financing of investments easier but creates obligations to make later payments.

The membership rights may be arranged by the articles of association, within the limits set by law. Each partner's share in the profits and contribution to the losses may depart from the proportion of capital held, but no partner may receive all of the profit or be excluded entirely from the profit (Article 1844-1 of the French Civil Code). On the other hand, every partner has the right to take part in collective decisions (Article 1844), so the articles of association cannot deprive a partner of it.

Organising the management

The management may be provided for in the articles (a manager named in the articles of association) or outside the articles (appointed by a later general meeting). A manager named in the articles enjoys greater stability, but removal requires an amendment to the articles of association.

The manager's powers must be delimited precisely. Acts of day-to-day management (signing leases, collecting rent, maintenance works) generally fall within the manager's exclusive competence. Important decisions (sale of a building, major works, borrowing) may require the prior authorisation of the general meeting.

The manager's remuneration must be provided for in the articles of association or set by the general meeting. This remuneration is treated as salary and is subject to social security contributions if the manager is a majority partner.

The terms for transferring shares

A pre-emption right may be established for the benefit of the partners in the event of a transfer to a third party. This clause protects the family or restricted character of the company. The mechanism must provide for the notification procedure, the time limits for exercise and the means of determining the price.

Approval of transferees may be required for any transfer, including between partners. This clause strengthens control over the composition of the partnership but may create deadlock. The approval conditions must be objective and non-discriminatory.

The valuation of shares on a transfer must be organised: free valuation, expert valuation or a predetermined calculation formula. The absence of a clause may create disputes over value, particularly between generations.

Incorporation formalities

Signing the articles of association and appointing the manager

The articles of association must be drawn up in writing (Article 1835 of the French Civil Code) and signed by all the founding partners, by a private instrument or by a notarial deed. Article 1832 of the French Civil Code sets no contribution threshold requiring a notary. However, the contribution of a property is an inter vivos transfer of real property rights subject to land registration (Article 28 of Decree No. 55-22 of 4 January 1955), and any instrument subject to that registration must be drawn up in notarial form (Article 4 of the same decree): the contribution of a property therefore requires a notary, whatever its value.

The appointment of the first manager takes place either in the articles of association (management provided for in the articles) or by minutes of a constitutive general meeting attached to the articles. The manager must expressly accept the office.

The evidence of contributions must be gathered: a bank certificate for cash contributions, the title deed for property contributions, and a valuation of the assets contributed. These documents will be required on registration.

Registration with the Trade and Companies Register

Filing the registration application is done electronically through the electronic one-stop shop for business formalities (guichet unique électronique des formalités d'entreprises) (Articles L. 123-33 and R. 123-14 of the French Commercial Code). The file includes in particular the signed articles of association, the appointment of the manager, the evidence of contributions and the certificate of publication in a legal notices newspaper. How these formalities are carried out online is covered separately in our article on creating an SCI online.

Legal publicity in an authorised newspaper in the département of the registered office is a mandatory prerequisite. The notice must state the name, purpose, registered office, duration, capital and the identity of the manager in accordance with Article R. 210-3 of the French Commercial Code.

The Kbis extract is generally obtained within 8 to 15 days. This document certifies the legal existence of the SCI and allows subsequent steps to be taken: opening a bank account, signing leases, taking out insurance.

Tax filings after incorporation

The declaration of existence must be sent to the tax office within three months of incorporation using form 2070-SD. This declaration states the tax regime chosen, the address of the registered office and any options.

VAT registration may be necessary if the SCI opts for voluntary VAT liability or carries on a taxable activity (letting of furnished premises, for example). This step is taken at the same time as the declaration of existence.

Tax options (corporate income tax, VAT) must be exercised within the statutory time limits on pain of foreclosure. These choices shape the company's taxation over the long term.

Steps after incorporation

Acquiring the property portfolio

Purchase by the SCI of a property takes place on ordinary terms, the company having acquired legal personality. The notary checks legal capacity through the Kbis and the manager's powers under the articles of association.

Bank financing may require personal guarantees from the partners, as the SCI generally has no track record or significant assets. Banks frequently require joint and several guarantees from the partners, which reduces the value of the limitation of liability.

Insurance of the property must be taken out in the name of the owning SCI. The partners' personal home insurance policies do not cover property held by the company.

Rental and accounting management

Signing leases falls within the manager's competence under the powers conferred by the articles of association. Leases must name the SCI as landlord and provide for the means of collecting rent and charges.

The SCI's accounts may be kept on a single-entry basis for civil companies that do not exceed certain thresholds. Beyond those thresholds, accrual accounting becomes mandatory. Engaging a chartered accountant secures the keeping of the accounts and the tax returns.

The annual general meetings must approve the accounts, allocate the result and, where applicable, renew the manager. The minutes must be kept and may be subject to filing, depending on the size of the company.

Changes to the company's structure

The entry of new partners takes place by transfer of existing shares or by a capital increase. These transactions may require the partners' agreement under the clauses of the articles of association and may give rise to registration duties.

The departure of a partner by transfer of their shares must comply with the pre-emption or approval clauses. Valuing the shares may create difficulties, particularly in the absence of an organised market and price benchmarks.

Since Law No. 2026-534 of 25 June 2026, the transfer of shares in a legal entity predominantly holding real estate, within the meaning of 2° of I of Article 726 of the French General Tax Code, must, on pain of nullity, be recorded by notarial deed, by a deed countersigned by a lawyer or, only in cases where it is legally authorised to do so, by a private instrument drafted by a chartered accountant (Article 1865-1 of the French Civil Code).

Amending the articles of association to adapt the corporate purpose, change the manager or alter the division of capital requires an extraordinary general meeting and publicity formalities at the Trade and Companies Register (RCS).

Common mistakes to avoid

Pitfalls in drafting the articles

A corporate purpose that is too broad exposes the company to the risk of recharacterisation as commercial. Generic wording such as "all property transactions" may cover prohibited commercial activities. The case law penalises companies whose actual activity exceeds the authorised civil purpose.

The absence of exit clauses creates deadlock. A partner who wishes to transfer their shares, with no valuation clause or pre-emption clause, can paralyse the company. The drafting must anticipate potential conflicts and organise resolution mechanisms.

Poorly delimited manager's powers cause practical difficulties. A manager with powers that are too restricted cannot manage effectively, while a manager with excessive powers escapes the partners' control. A balance must be found according to the composition of the partnership.

Neglected formalities

Failure to carry out legal publicity, or publication in an unauthorised newspaper, delays registration and deprives the company of legal personality. Acts performed before registration bind the signatories personally.

Failure to file tax declarations on time exposes the company to penalties and may compromise certain options (corporate income tax, VAT). The tax authorities apply the foreclosure time limits strictly.

Neglecting to hold meetings deprives the partners of their right of control and may vitiate important decisions. The formalities for partners' decisions, although lighter for civil companies, remain mandatory.

Confusion between personal and company assets

Using a personal account for the SCI's transactions is a management fault and may engage the manager's liability. A separate bank account in the company's name must be opened on incorporation.

Mixing assets in the accounts undermines the company's legal personality and exposes the partners. Each expense and receipt must be clearly allocated to the company's or the personal assets.

Rent-free occupation of an SCI property by a partner without formalisation is a taxable benefit in kind. These situations must be regularised by signing a lease or by recording a benefit in the accounts.

Frequently asked questions

Can an SCI be created with minors as partners?

Minors may be partners in an SCI under certain conditions. They must be represented by their parents or guardians for all legal acts, including the signing of the articles of association. An emancipated minor is capable, like an adult, of all acts of civil life (Article 413-6 of the French Civil Code); Article 413-8, which makes acting as a trader subject to authorisation from the guardianship judge, does not concern the civil company. This composition makes it possible to organise the transfer of wealth from the outset.

Is a single-partner SCI possible?

Creating an SCI requires at least two partners: a company is formed by two or more persons, and may be formed by one person only in the cases provided for by law (Article 1832 of the French Civil Code), which is not the case for the civil company. During the life of the company, on the other hand, the reunion of all the shares in a single hand does not result in dissolution by operation of law: any interested party may seek dissolution if the situation has not been regularised within one year, and the court may grant a maximum period of six months to regularise (Article 1844-5 of the French Civil Code). An SCI can therefore operate with a single partner. On this point, see our article on the single-partner SCI.

What does it cost to create an SCI in 2026?

The mandatory costs comprise registration with the RCS (about €37), the publication of a legal notice (€180 to €250 depending on the département) and registration duties on property contributions (5% of the value, with possible family exemptions). To these are added the notary's fees where a notary is required and, possibly, those of the lawyer for drafting the articles of association.

Can an SCI carry out furnished letting?

Furnished letting by an SCI remains civil if it forms part of the management of private assets and is not a habitual commercial activity. The case law distinguishes according to the extent of the services provided, the number of properties and the organisation put in place. Beyond that, the activity becomes commercial and incompatible with the SCI's civil purpose. The rules of the articles of association and the tax regime applicable to this activity are set out in our article on furnished letting in an SCI.

How can a partner leave an SCI without transferring their shares?

Several mechanisms allow a partner to leave an SCI without a transfer: early dissolution if all the partners agree, partial partition with allocation of the property to one partner against payment of an equalisation sum (soulte), or conversion into ordinary joint ownership (indivision). These transactions require the unanimity of the partners and may have tax consequences that need to be anticipated.

Does the SCI protect against personal creditors?

The SCI offers limited protection against the partners' personal creditors. These creditors cannot seize the company's assets directly, but they may seize their debtor's shares; the forced sale must be notified one month before the sale to the partners and to the company, which may decide on dissolution or on acquiring the shares (Article 1868 of the French Civil Code). In certain cases (over-indebtedness, insolvency proceedings), this protection may be circumvented. The SCI is not an absolute shield for assets.

Is a chartered accountant compulsory for an SCI?

Engaging a chartered accountant is not compulsory for a simple SCI holding a few rental properties. The accounts may be kept by the manager if they remain within the thresholds for simplified accounting. However, the tax complexity (annual returns, possible optimisations) and the legal complexity often justify using a professional, particularly for substantial assets or multi-partner structures.

Creating an SCI in 2026 requires thorough prior thought about wealth-planning and family objectives. This structure, although flexible, commits the partners over the long term within a constraining legal and tax framework. The quality of the drafting of the articles of association and compliance with the formalities determine the success of the operation. Before any commitment, it is useful to have the project reviewed by an adviser who will analyse the particular situation and adapt the structure to the objectives pursued.