Transfer of SCI shares: a notarial or lawyer-countersigned deed, on pain of nullity

What Article 1865-1 says, and from when

Article 1865-1 sits in section 6 of the chapter on the société civile (Civil Code, Book III, Title IX), headed « Cession des parts sociales ». Paragraph I provides, in our translation: on pain of nullity, the transfer of shares (parts sociales or actions) of a legal entity with a predominantly real estate asset base, within the meaning of Article 726, I-2° of the CGI, is recorded by: (1) an authentic deed; (2) a deed countersigned by a lawyer within the meaning of Article 1374 of the Civil Code; (3) only in the cases where a chartered accountant is legally empowered to draft it, a private deed drafted by him or her (Légifrance, in French).

The professionals concerned act in compliance with the vigilance, reporting and information obligations of Title VI of Book V of the Monetary and Financial Code, that is, the anti-money-laundering and counter-terrorist-financing rules. Paragraph II excludes transfers of shares in the collective investment undertakings referred to in Article L. 214-1 of the same code.

• Creation. The article was created by Article 68 of Law no. 2026-534 of 25 June 2026, published in the Journal officiel of 26 June 2026.
• Entry into force. The article has a single version, in force since 27 June 2026. The consolidated version contains no transitional provision.
• Effect over time. Under Article 2 of the Civil Code, a statute applies only for the future. A transfer recorded before 27 June 2026 is therefore not, in principle, affected. A transfer recorded on or after that date must take one of the three forms.

Which companies are concerned: the make-up of the assets, not the corporate form

Article 1865-1 does not refer to « SCIs » as such. It refers to the tax definition of a real-estate-predominant legal entity in Article 726, I-2° of the CGI. A SARL, an SAS or a foreign company may therefore fall within the scope, and an SCI may fall outside it.

• Unlisted shares. The shares are not traded on a regulated market or on a multilateral trading facility.
• Real estate assets. The assets consist mainly of real estate or real estate rights located in France, or of shareholdings in unlisted legal entities that are themselves real-estate-predominant. The tax authority's doctrine requires that more than half of the gross assets consist of these items, valued at market value (BOI-ENR-DMTOM-40-10-10, § 110, in French).
• Date of assessment. The test is applied on the day of the transfer or at any time in the preceding year. The doctrine excludes, however, a company that lost that status because it sold its real estate or shareholdings during that year (§ 120).
• Fixtures treated as immovables by destination. They are left out of the calculation, because Article 726 refers only to real estate and real rights in real estate (Court of Cassation, commercial chamber, 2 December 2020, no. 18-25.559).
• Exclusions. Social housing bodies (HLM), property companies meeting the conditions of Article 199 terdecies-0 AB of the CGI and mixed-economy social housing companies are not real-estate-predominant entities (CGI, art. 726, I-2°). Collective investment undertakings are excluded by paragraph II of Article 1865-1.

A family SCI holding a Paris apartment building is within the scope. An SCI whose assets consist mainly of property located abroad, or of securities, is not: the transfer of its shares remains governed by Article 1865 of the Civil Code, which requires a written instrument and governs enforceability against the company and third parties, without the new requirement as to form. For a company within the scope, Article 1865 continues to apply alongside Article 1865-1: it keeps its role as to the written instrument and enforceability.

The permitted forms of deed, and registration

The text lists three forms. Outside those forms, the transfer of a real-estate-predominant company is void.

Foreign companies and deeds signed outside France

The definition in Article 726 applies to a legal entity « regardless of its nationality » (Court of Cassation, commercial chamber, 2 December 2020, no. 18-25.559). The tax authority's doctrine covers any grouping, whatever its form, name and nationality, that has a legal personality distinct from its members (BOI-ENR-DMTOM-40-10-10, § 80). A Swiss, Luxembourg or English company whose assets consist mainly of real estate in France is therefore a real-estate-predominant entity within the meaning of the provision to which Article 1865-1 refers.

That reference does not say which law governs the form of the transfer where the company is foreign and the deed is signed abroad. Neither the text nor, to date, any decision of the Court of Cassation settles the point, and the firm does not assert it either way. Existing tax rules overlap with it. Under Article 718 bis of the CGI, transfers of shareholdings in a real-estate-predominant entity made by a deed executed abroad are subject to French registration duty, with credit for any duty paid in the State where the company is registered (CGI, art. 718 bis). Under Article 726, III, A of the CGI, transfers of shareholdings in a real-estate-predominant entity made abroad must be recorded, within one month, in a deed received in authentic form by a notary practising in France.

In practice, for a transfer signed outside France, a notarial deed received in France satisfies both Article 726, III, A and Article 1865-1. A lawyer-countersigned deed satisfies the second, but Article 726, III, A mentions only the notary: how the two fit together should be examined before signing. The position of a Swiss company that owns French real estate is covered on our page Swiss company owning real estate in France; the general framework is on our page foreign company in France.

Nullity: what the text does not say

The article says « on pain of nullity » and stops there. It does not distinguish absolute from relative nullity. Article 1179 of the Civil Code separates them by the interest protected: nullity is absolute where the rule breached protects the general interest, and relative where it protects only a private interest. The Third Civil Chamber has thus held relative the nullity of a promise to sell for more than eighteen months that was not recorded in an authentic deed, the rule protecting only the promisor (Court of Cassation, 3rd civil chamber, 26 November 2020, no. 19-14.601).

For Article 1865-1 the indications point both ways. The vigilance obligations and the link with registration under Article 635-0 A relate to the general interest; the requirement of an advised deed also protects the parties. No decision settles the question. Yet the characterisation determines who may bring the action, the time limit (five years from the day the right holder knew or should have known the facts, under Article 2224 of the Civil Code) and whether the parties can regularise.

The text is silent on the consequences of a void transfer: return of the price, share movements entered in the registers, the publication in the commercial register provided for by Article 1865, registration duties already paid. The only safe course is not to sign outside the prescribed form.

Two decisions of the Court of Cassation to read the text

No published decision of the Court of Cassation applies Article 1865-1 to date: a search of Judilibre, on 12 October 2026, returns no decision that cites it. Two published judgments shed light on the two notions it uses, real-estate predominance and the regime of nullity.

• Court of Cassation, commercial chamber, 2 December 2020, no. 18-25.559 (FS-P+R, appeal dismissed). A legal entity is real-estate-predominant, regardless of its nationality, where its assets consist mainly of real estate or real estate rights located in France. Article 726 mentioning only immovables and real rights in real estate, fixtures treated as immovables by destination, here the technical installations of a hydroelectric plant, are not counted: the company whose shares were sold stayed below the threshold and the transfer was not taxed at 5% (Court of Cassation, in French).
• Court of Cassation, 3rd civil chamber, 26 November 2020, no. 19-14.601 (FS-P+B+I, appeal dismissed). The rule requiring an authentic deed for a promise to sell lasting more than eighteen months exists solely to protect the promisor: the nullity incurred is relative, and only the promisor may invoke it. The characterisation follows the interest that the formal rule protects (Court of Cassation, in French).

Before signing: five checks

• Qualify the company. Establish the gross assets at market value, on the day of the transfer and over the preceding twelve months, distinguishing real estate in France, real estate abroad and shareholdings.
• Choose the form. A notarial deed or a lawyer-countersigned deed. The chartered accountant acts only where legally empowered.
• Transfer signed outside France. Prefer a notarial deed received in France, which satisfies Article 726, III, A and Article 1865-1.
• Promise, then completion. The final transfer must be recorded in one of the three forms. A transfer entered in the company's registers without a compliant deed does not regularise it.
• Keep the deed. Registration depends on presentation of a copy (CGI, art. 635-0 A).

The firm drafts and countersigns these deeds for one party or for all of them, in compliance with the vigilance obligations, and carries out the preliminary qualification of the company. The articles of association of the SCI are worth re-reading at the same time: see our page on the tontine clause in an SCI (in French).