How to start a real estate company (SCI)?

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

If you wish to create an SCI, in this article we will explain the various steps to consider when creating your Real Estate Civil Society (SCI).

What are the benefits of SCI?

Reduction of inheritance costs:

When planning how your estate assets will pass to your heirs and how to minimize the associated taxes, forming a corporation like an SCI can be a wise move. SCI makes it possible“organize the transfer of your assets in an efficient manner. Parents can create an SCI and then give shares in the company to their children. This not only avoids inheritance tax, but can also take advantage of tax reductions thanks to the tax rules that apply to gifts from parents to children. As a result, it is possible reduce to zero the tax normally payable on the transfer of immovable property.

Real estate transfer:

Setting up a real estate company (SCI) within the family has one more advantage, here it isavoid dispersal of family assets during inheritance. By choosing SCI, we avoid the situation where the heirs would have to divide the family property without being able to have it in common. SCI makes it possible to maintain the integrity of properties by grouping them within a company. This approach guarantees uniform management of family assets. Unlike simple succession, where each heir receives their inheritance share individually, the SCI structure allows partners to hold shares in the company while keeping real estate in the family.

Step 1: drawing up the articles of association of the SCI

The articles of association of your SCI are the rules that define how your company will operate and how the shares are distributed among the partners. When creating an SCI, the statutes must be established in writing, either in a document signed between the parties (so-called private document) or notarized (public document).

Good to know : If you plan to invest real estate as a contribution to the company’s share capital, you must have a notarized document for this.

The statutes of the SCI contain the “rules of the game”: who manages the company, how the shares are distributed among the partners, what is the nominal value of the company’s shares, how decisions are made (quorum, especially the majority ), etc. It is necessary to be very careful when creating the statutes. It is always possible to amend the articles of association of an SCI, but this requires a general meeting and legal formalities that can be avoided when setting up a company. If you are not completely comfortable with this process, it is recommended that you be accompanied by a lawyer or a notary public.

The required elements and basic information to be included in the articles of association include:

  1. PUSH Legal form of the company : SCI;
  2. L’the identity of the partners SCI;
  3. THE amount of share capital, number of shares, nominal value of shares
  4. PUSH period of company activitywhich, like other companies, must not exceed 99 years;
  5. L‘Registered addresswhich plays a determining role in defining the competent commercial court in administrative formalities;
  6. L’statutory subject of SCIwhich must exclude any commercial participation under penalty of exposing the company to a possible annulment action;
  7. Other

After the articles of association are fully drawn up, the partners must initial (put their initials) on each page of the articles of association and attach their signature.

Note down : The statutes of your SCI are not immutable. After its creation, you will be able to adjust them according to the company’s development: change of manager, adjustment of the share capital, entry or exit of a partner, etc.

Step 2: Establishment and composition of SCI capital

The share capital serves as financial security for the company’s partners and helps them cover debts in case of financial difficulties.

The capital of a real estate company (SCI) consists of two types of deposits:

  • Cash contributions (money);
  • Contributions in kind (property, equipment, etc.). In this case, it is not mandatory to have the assessment done by the allowance commissioner.

In exchange for their deposits, partners receive shares that represent their ownership stake in the company.

Good to know : no minimum amount is required for SCI capital: it is theoretically possible to create an SCI with capital from 1 euro.

Unlike commercial companies, it is not a necessary condition for the registration of your company (SCI) to obtain a certificate of deposit of funds, which confirms that the capital has been deposited in the reserve by a banker or a notary. Only partner contributions are required.

However, although opening a bank account to deposit capital is not a legal requirement, it remains a recommended step. Most SCIs take this approach.

Depositing capital into a bank account offers the advantage of combining all the necessary deposits in one place.

Step 3: Publishing a legal notice of the creation of your SCI in the JAL (Journal of Legal Notices)

For formalize creation your real estate company, Publication of a legal notice of the formation of the SCI is required.

This involves sending out an advertisement in a specialized newspaper and thus signaling the registration of your company.

The notice must be published in legal notices journal (JAL) of your choice, located in the department where your SCI is headquartered. Please note that this formality is subject to a fee.

In 2023, SCI registration rates range between €181 and €217 depending on the department of your company headquarters.

Step 4: statement of beneficial owners of SCI

The Statement of Beneficial Owners (DBE) aims to identify partners who have direct or indirect control over SCI.

In simpler terms, it is:

  • Persons owning more than 25% of the company’s shares;
  • Persons exercising control over the executive, administrative or management bodies of the company, as well as over the general meeting of shareholders.

You can make this declaration by filling in the form on the website of the single point of contact.

In most cases under SCI, the beneficial owner is generally the manager, who is an individual.. However, different situations may arise. You must claim at least one person as the beneficial owner. If you cannot identify a specific person, the EVL administrator must be listed in the statement.

Step 5: Submitting the SCI registration file on the single administrative site platform

After completing the first 4 steps, you need to submit the file to create your SCI. This step is mandatory and applies to every entrepreneur. To complete this process, you will need to go to the Single Point of Contact website where you can submit all the attachments needed to validate your registration file.

For your SCI registration file, you will need to submit:

  • a duly certified copy of the articles of association;
  • List of Beneficial Owners;
  • Copy of the identity document of the manager (SCI manager);
  • Certificate confirming the absence of convictions for the manager;
  • Proof of the address where the SCI has its registered office;
  • Confirmation of the publication of the notice of creation of the LEV in the Journal of Legal Notices;
  • Certificate proving the composition of the share capital.

Once all the required documents are collected, the Electronic Single Point of Contact for Business Formalities will take care of sending the files to the administrative and legal authorities responsible for the registration process. These authorities, often referred to as “validators” or “recipients”, are responsible for verifying the information and approving the registration application.

After completing all these steps, you will receive a Kbis statement that will allow you to justify your registration in the National Business Register (RNE) and prove the legal existence of your SCI.

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