1. Frame the transaction
Review of the articles of association, shareholding, parties, tax regime, financing and deadlines.
SCI share transfer
Secure an SCI share transfer before it becomes blocked.
Consent, tax, shareholder loans, pre-emption: I structure your SCI share transfer and prepare the right deed. Fixed fee, single point of contact.
Sometimes, the best strategy is to change the game.
- 01Documentation and timetable tailored to the SCI
- 02Consent, tax and formalities handled together
- 03One point of contact through the registration process
An SCI share transfer is about more than the share price.
The real difficulty often lies elsewhere: obtaining shareholder consent, allocating debt and shareholder loans, checking pre-emption rights, assessing tax and making the transfer enforceable. The wrong sequence can delay the transaction or trigger a dispute.
Discuss your transfer before fixing a signing date.
The initial discussion identifies the SCI, the parties, the timetable and the key risks. You then receive a fixed-fee proposal and a tailored work schedule.
silvere@spade.legalWhatsApp ↗
I can assist where the transaction involves:
- a shareholder exit or a disagreement over price;
- a family SCI, joint ownership, usufruct or separation;
- property financing or significant shareholder loans;
- the acquisition of control of an SCI or a third-party sale;
- a settlement agreement addressing more than the share transfer itself.
The new formal requirements change how the transfer is prepared.
The adopted text for real-estate-heavy legal entities provides for a notarial deed, a deed countersigned by a lawyer or, within its narrow statutory remit, a deed prepared by a chartered accountant. The applicable form and effective date must be checked when the deed is signed. The filing of updated articles at the trade register has applied since 6 May 2026.
Read Decree No. 2026-340 of 30 April 2026Clear fees
A tailored quote
After an initial meeting, I propose a fixed-fee engagement tailored to your project. We agree on the scope, fees and timetable before work begins.
Book a meetingMethod
A clear method, from the first draft to registration.
2. Clear issues before signing
Organisation of shareholder consent, contractual pre-emption rights, bank approvals and, where relevant, urban pre-emption rights.
3. Negotiate and document the transfer
Price, payment mechanics, shareholder loans, warranties, seller disclosures, tax and conditions precedent are dealt with as one coherent package.
4. Complete the formalities
Registration, updated articles of association, trade-register filing and, where necessary, beneficial-owner updates.
Frequently asked questions
Is the other shareholders' consent always required?
As a rule, shares in a French civil company require the consent of all shareholders to be transferred. The articles of association may provide another majority, manager approval or specific exemptions. They should be reviewed before definitive negotiations.
Who pays the registration duty?
The deed can allocate this cost between the parties. For a real-estate-heavy entity, the registration duty is generally 5% of the relevant tax base. The seller's capital-gains tax is a separate issue to quantify before signing.
Does the bank need to be notified?
Often, yes. Loan agreements, guarantees and sureties can require notice or consent after a change of control or shareholder exit. This needs to be cleared before closing.
How long does an SCI share transfer take?
The timetable depends primarily on the articles of association, consent, financing, valuation and possible pre-emption rights. Building the timetable before signing prevents an unrealistic closing date.