Can the notary cancel the SCI?

Article created by legal experts. The editors did not participate in its production.

A real estate company (SCI) can be dissolved for various reasons. It can arise based on the decision of the partners in the company, but it can also happen when the SCI no longer has a reason to exist, for example if the building it managed was sold. A company can also be closed due to bankruptcy, court order or other circumstances.

Termination of SCI by amicable means or court decision

The dissolution of the company means that the company ceases its activity and retains legal personality only for the period of liquidation. SCI’s partners can decide to cancel it. At the extraordinary general meeting (EGM), they vote on the decision to cancel SCI under the conditions set by the articles of association. Associates can define most shares at the level they wish. In the case of an amicable liquidation, the appointment of a liquidator usually requires unanimity of the partners. It is possible that the partners defined the exact majority of the shares for reasons of flexibility.

In the event of a judicial annulment requested by a partner or the commercial court, for example in the case of suspension of payments, the liquidator is appointed by the commercial court.

Whatever the reason, canceling an SCI is not without cost. There are administrative formalities that involve costs. Depending on the level of support partners choose, these costs can be significant and should be considered in advance.

To perform the various stages of dissolution, SCI has the option to perform them internally or use an agent. An agent is a person or entity authorized to act on behalf of another, called a principal. These representatives can be formalists or lawyers such as a notary public.

When does a notary intervene in the cancellation of an SCI (real estate company)?

As part of the formalities for the dissolution of the real estate company (SCI), the notary can also take on the role of executive and thus assume responsibility for the various stages of the process. As an executive, the notary organizes the administrative procedures necessary for closing the company. In the event of a cancellation decision from SCI partners, the notary actively participates in the preparation of cancellation documents. These legal documents formally record the decisions taken, detail the liquidation procedures and address any legal issues related to the dissolution of the company.

In the liquidation phase, the notary provides his expertise in the field of managing SCI’s debts and claims. This includes verification of financial obligations, settlement of debts and equitable distribution of remaining assets among partners in proportion to their shares. The notary ensures legality, comprehensibility and compliance in the entire complex process of cancellation/liquidation and deletion of the LVS.

If the SCI owns the property, the notary is also involved in the property transfer process. Its expertise ensures that the transfer or sale of these goods carefully complies with applicable regulations. The notary further takes care of the formalities associated with the cancellation of the real estate cadastre and ensures the compliance of the entire procedure.

Can the notary cancel the SCI?

The notary is the person who can dissolve your SCI if you give him this power. By being appointed by the manager and/or partners according to the provisions set out in the articles of association, the notary will be able to carry out the formal acts of dissolution of the SCI. In the case of a family real estate company, this can guarantee compliance with inheritance rules. However, the body that decides on the dissolution of the SCI the general meeting of shareholders remains.

Please note: The notary can determine his own fees, which depend on the tasks assigned to him and the specific complexity of the company. The fees are usually between 1000 euros and 2000 euros.

On the other hand, in case of stoppage of payments from SCI, the liquidation is carried out by the commercial court and not by the partners who appoint the liquidator. It steps in when recovery seems impossible and pursues judicial liquidation. Unlike the amicable liquidator elected by the partners, the judicial liquidator is appointed by a court decision and cannot be an executive or a partner of the company. Judges will select him from a national list, with the condition that he must have a diploma, complete an internship, pass a professional examination and be registered on a national list under the supervision of a national registration and disciplinary committee.

Stages of dissolution in SCI (real estate company):

In order to proceed with the removal of your Real Estate Company (SCI) from the National Business Register (RNE), you will need to take several steps.

Step 1: Dissolving SCI

The first step involves the partners formalizing their decision to terminate the SCI through a report. This requires unanimous consent, usually at an extraordinary general meeting. At this stage, the liquidator is appointed

At the same time, the publication of the notice of cancellation in the Journal of Legal Notices (JAL) authorized in the department of the SCI headquarters becomes mandatory. This publication aims to inform the public about the liquidation and reveal the identity of the liquidator.

Following this legal notice, the LVS cancellation formalities are launched on the website of the Single Point of Contact for Business Formalities. A file must be submitted containing the cancellation form, proof of identity and the liquidator’s certificate of non-conviction, as well as a certificate of publication in the JAL.

Step 2: Liquidation of SCI assets

In the second phase, the liquidator will carry out an inventory of SCI’s assets and liabilities. He then begins the liquidation process by selling the company’s properties to pay off its debts.

At the end of this process, the final financial statements are prepared and any remaining balance (bonus) or outstanding deficit (mali) is distributed among the partners depending on the number of shares in the SCI they own. It is then possible to share property that was not included in the liquidation.

A liquidation report is then drawn up and signed by the partners. A new legal notice is published in the Gazette of Legal Notices (JAL) formalizing the closing of liquidation operations.

Step 3: Cancellation of SCI

The third and final step aims to legally end the existence of the SCI. This requires the submission of a new file on the website of the single point of contact, including the cancellation report, the financial statements and the certificate of publication in JAL.

Overall, the SCI cancellation process is a time-consuming process that can take several months depending on the assets of the company, one or more properties in the case of a real estate company.

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