Selling a house owned by a company does not follow the same process as a sale between individuals. The interposed legal structure (SCI, SAS, SARL) imposes additional steps, notably a collective decision by the partners and specific tax treatment depending on whether the company is subject to income tax or corporate tax. There are two options: transfer the property itself or transfer the shares of the company that holds it.
Formalities for the transfer of SCI shares since June 2026
Since June 27, 2026, the transfer of SCI shares must be formalized by a notarized deed, a lawyer’s deed countersigned, or, in certain limited cases, a private deed drafted by an authorized accountant. Failure to comply with this formality results in the nullity of the transfer, which can be invoked by third parties: creditors, heirs, tax authorities.
This reform changes the game for family SCIs that owned a house and where share transfers were sometimes settled by a simple private deed between partners. A poorly formalized deed can now be challenged long after the transaction, with direct consequences on the validity of the indirect transfer of property.
Sellers considering a share transfer instead of a direct sale of the property must factor in this notarial or lawyer’s cost from the outset. To explore possible arrangements, some owners turn to real estate services on Bien Construire to structure the asset exit.
Sale of the property by the company: role of the manager and vote of the partners
When the company sells the house directly (and not its shares), the manager initiates the process. The manager of an SCI or the president of an SAS has the authority to negotiate and sign a sales agreement. However, the sale of a property often exceeds the usual management scope.
The statutes generally provide that an extraordinary general meeting must authorize the transfer. Without this authorization, the partners can hold the manager liable, even if the sale has been completed and the deed signed by the notary.
Checking the statutes before any sale is a non-negotiable step. Some clauses require a reinforced majority, while others provide a right of first refusal for certain partners. A notary will refuse to execute the authentic deed if they do not have the minutes of the meeting authorizing the sale.
Minutes of the meeting: what they must contain
- The precise identification of the property sold (address, cadastral references, description)
- The minimum sale price authorized, or a price range with delegation to the manager to negotiate within this limit
- The designation of the person authorized to sign the authentic deed before the notary
- If applicable, the intended allocation of the sale proceeds (repayment of a loan, distribution to partners, reinvestment)
Capital gains taxation: company subject to income tax or corporate tax
The applicable tax regime depends on the company’s tax status. The distinction between SCI subject to income tax and SCI subject to corporate tax leads to significant differences in the net amount recovered by the partners.
SCI subject to income tax
The transfer of shares of an SCI subject to income tax falls under the regime of capital gains for individuals (Article 150 UB of the CGI). The rate is 19% income tax, plus 17.2% social contributions. Allowances for the duration of ownership apply, identical to those for a direct sale.
A often underestimated point: a surtax applies as soon as the capital gain exceeds 50,000 euros. This progressive surtax can represent a significant additional cost when selling a house whose value has greatly increased since acquisition by the SCI.
SCI subject to corporate tax
The capital gain is calculated differently. It is based on the net accounting value of the property, after deducting the depreciation applied. However, an SCI subject to corporate tax depreciates the property each year, which reduces its accounting value and mechanically inflates the taxable capital gain.
Partners wishing to recover the proceeds from the sale must then pay themselves dividends, which are subject to a second layer of taxation. The double taxation of corporate tax followed by dividends significantly reduces the net amount received compared to an SCI subject to income tax over a long holding period.
Dissolution and liquidation of the company after the sale
If the house was the only asset of the company, the sale raises the question of dissolution. Keeping a company without assets or activity generates reporting obligations (tax return, annual meeting) without utility. Dissolution requires a decision by the partners followed by liquidation.
The liquidator realizes the remaining assets, repays the company debts, and distributes the balance to the partners. This balance, called liquidation bonus, is taxed for individual partners as income from movable capital. The amount of the bonus corresponds to the difference between what the partner receives and the amount of their initial contribution.
- Appoint a liquidator (often the former manager) in the minutes of the dissolution meeting
- Publish a notice of dissolution in a legal announcements journal
- File the liquidation accounts with the commercial court registry
- Proceed with the deregistration of the company from the trade and companies register
The time between the decision to dissolve and the actual deregistration varies depending on the complexity of the liabilities. When a bank loan is still ongoing, the bank generally requires full repayment before releasing the mortgage, which can extend the timeline by several months.
Partners of a family SCI who own a house through their company have every interest in having both scenarios (direct sale of the property followed by dissolution, or share transfer) simulated by their notary or accountant. The optimal choice depends on the holding period, the tax regime of the company, and whether there is a residual loan. Each parameter alters the net result, sometimes significantly.