Selling shares in a French SCI or real estate company: a mandatory deed since 27 June 2026

The rule concerns SCIs first of all, but not only: any company whose assets are mainly real estate can fall within its scope, including a SAS or a SARL. The old reflex, a transfer agreement signed between the parties, or a simple transfer form for shares, now exposes the sale to nullity and to a refusal of registration.

1. What the new rule changes

Before 27 June 2026, units of an SCI were transferred by a freely drafted private agreement, and shares of a real estate company by a transfer form. The new article 1865-1 of the French Civil Code now requires a professional: a notary, a lawyer or, in the sole cases where that profession is authorised to do so, an accountant. The text expressly places on the professional who draws up the deed the anti-money-laundering vigilance and reporting duties of the French Monetary and Financial Code: the involvement is not a mere formality, it carries a control.

Every sale involving a company holding real estate must therefore start with a characterisation question: is the company predominantly invested in real estate? The answer dictates the form of the deed.

2. The companies concerned: real estate predominance

The text refers to the definition in 2° of I of article 726 of the French Tax Code: an entity is predominantly invested in real estate where its securities are not traded on a regulated market or multilateral trading facility and its assets consist, or consisted at any time during the year preceding the sale, mainly of real estate or real estate rights located in France, or of participations in entities themselves predominantly invested in real estate, whatever their nationality. The corporate form is irrelevant: an SCI, a SARL or a SAS can be concerned, as can a holding company owning real estate subsidiaries. Sales of shares or units of collective investment undertakings within the meaning of article L. 214-1 of the French Monetary and Financial Code are outside the rule.

Predominance is assessed on the assets, at the date of the sale but also over the preceding year: the analysis must be documented before signing, because an error of characterisation costs the validity of the sale.

3. The three permitted forms of deed

The sale is recorded, at the parties’ choice, in a notarial deed, in a private deed countersigned by the lawyer of each party or by the lawyer of all the parties, which is conclusive evidence of the parties’ handwriting and signatures (article 1374 of the French Civil Code), or in a deed drawn up by an accountant, in the sole cases where the rules governing that profession authorise it. In practice, the lawyer-countersigned deed fits naturally into a negotiated sale: the same counsel drafts the transfer agreement, its warranties, and countersigns.

The form is chosen at the start of the timetable, because it designates the professional who will carry the anti-money-laundering vigilance and conditions the possible signing date.

4. The sanction: nullity and blocked registration

The sanction is twofold. A sale made in another form is null: either party can call it into question, which is untenable for a buyer who has paid the price. And registration, the necessary step for the sale to be effective for tax purposes, is subject to the production of a copy of the notarial, lawyer-countersigned or accountant-drawn deed (article 635-0 A of the French Tax Code): without a compliant deed, no registration.

A sale signed since 27 June 2026 as an ordinary private agreement must be re-executed in a compliant form before any further step; the point must also be checked in any due diligence on a real estate company.

5. How a sale with a lawyer-countersigned deed proceeds

The course of the sale remains that of a share deal: analysis of the company and its articles, approval clause where applicable, transfer agreement with its representations and warranties, filings. Added to it are the documented characterisation of real estate predominance, the professional’s vigilance checks, identification of the parties and of beneficial owners, origin of funds, and the countersignature. The firm prepares the documents, carries out these checks and countersigns, for sales of SCIs as for sales of companies or holdings with real estate assets.

The vigilance documents, identity, beneficial owners, origin of funds, should be gathered as soon as the file opens: they, more than the drafting, drive the timetable.

Frequently asked questions

See also: the corporate health check for your company.

This information is general and does not constitute legal advice. Every transaction calls for its own analysis.