Two friends buy an apartment to rent it out. Without a legal structure, they find themselves in co-ownership, a regime where every decision requires the agreement of all and where any co-owner can trigger the sale of the property. The civil real estate company (SCI) solves this problem by creating a distinct legal entity that holds the property, while each partner receives shares proportional to their contribution.
Drafting the SCI bylaws: the foundation of the entire project
The bylaws are not a form to be filled out mechanically. This document sets the rules of the game between partners for the entire lifespan of the company. Three points deserve particular attention.
The first concerns the decision-making procedures. By default, certain decisions require unanimity. The bylaws can provide for a simple or qualified majority vote for routine management acts, which avoids deadlocks when a partner is unreachable or in disagreement.
The second point relates to the distribution of shares. It determines the weight of each partner in votes and in the distribution of profits. Unequal shares allow, for example, parents to retain control while integrating their children into the SCI.
The third concerns the approval clauses. Without a specific clause, a partner can transfer their shares to an outside third party. If you wish to maintain control over the circle of partners, the bylaws must provide for an approval procedure that regulates any transfer. Additionally, you will find information on Immo Franchise detailing the various possible configurations according to your project.
Why not use a free template found online? Because these templates remain generic. A family SCI intended to prepare an inheritance and an SCI among investors aiming for rental do not have the same needs. Poorly calibrated bylaws cost more to correct than to draft properly from the start.
Share capital and fund deposit: what the law really requires
The SCI does not require any minimum capital. Technically, one symbolic euro is enough. However, a capital that is too low poses concrete problems.
Banks examine the share capital before granting a mortgage loan to the SCI. A derisory capital signals a lack of financial solidity. Furthermore, the partners of an SCI are liable for the company’s debts in an unlimited manner, proportionally to their shares. Sufficient capital limits the risk of being called upon for personal assets in case of difficulty.
Cash or in-kind contribution
The cash contribution (money) is the simplest. The funds must be deposited in a bank account in the name of the SCI in formation, with a bank, a notary, or the Caisse des dépôts. The bank then issues a deposit certificate, which is a mandatory document for the registration file.
The in-kind contribution involves transferring an existing real estate asset to the SCI. This operation incurs transfer fees and requires a notarial deed. It is justified when a partner already owns a property they want to integrate into the company to facilitate management or transmission.
Registration formalities for the SCI at the single window
Since the reform of the INPI single window, all creation formalities go through an online platform. Here are the concrete steps to follow once the bylaws are signed:
- Publish a legal notice in an authorized newspaper in the department of the registered office. This publication mentions the name, corporate purpose, capital, registered office, and the identity of the manager.
- Prepare the creation file: dated and signed bylaws, deposit certificate, proof of registered office, identity document of the manager, declaration form of beneficial owners.
- Submit the complete file on the INPI single window website. The commercial court registry processes the request and assigns a SIREN number to the SCI.
- Receive the Kbis extract, which certifies the legal existence of the company. Without this document, the SCI cannot open a definitive bank account or sign a purchase deed.
The time between the submission of the file and the receipt of the Kbis varies by registry, but it generally takes a few business days if the file is complete from the start.
Transfer of SCI shares: the new obligation of 2026
Did you think you could transfer your shares by simple private deed between partners? This is no longer possible. A law dated June 26, 2026, introduced article 1865-1 of the Civil Code. From now on, any transfer of SCI shares must go through a notarized authentic deed, a deed countersigned by a lawyer, or a document established by an authorized accountant.
This obligation applies even to purely family transfers between partners of the same SCI. Non-compliance with this formality results in the nullity of the transfer. For a family SCI where parents gradually transfer their shares to their children, this means an additional cost for each transmission operation.
Why this change?
Private transfers generated frequent disputes. The intervention of a legal professional ensures that the valuation of shares, approval clauses, and tax consequences are properly addressed. In practice, anticipating these costs in the operating budget of the SCI helps avoid unpleasant surprises during a donation or resale of shares.
Choice of tax regime: income tax or corporate tax
By default, the SCI is subject to income tax (IR). Rental income goes directly into the personal declaration of each partner, according to their share. This regime is suitable for asset SCIs with few deductible expenses.
Choosing corporate tax (IS) allows for the deduction of more expenses, including the depreciation of the property. The tax rate can be more advantageous as long as profits remain in the company. However, the option for IS is irrevocable and changes the calculation of capital gains in case of resale of the property.
A often overlooked point: an SCI under IR that regularly practices furnished rentals automatically switches to IS. This risk directly affects investors who rent on short-term platforms without having measured the tax consequences.
The choice between IR and IS depends on the long-term asset strategy. An SCI intended to transfer a family property does not have the same tax interests as an SCI established to generate reinvested rental income. Making this decision before drafting the bylaws, and not after registration, avoids costly corrections.