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Selling Shares in a Property-Holding Company? New Rules Now Apply
Until recently, transfers of shares in property-holding companies — including French SCIs (a common structure for holding real estate) — were often carried out through a simple private agreement, without any legal professional involved. This left sellers and buyers without proper advice, created legal uncertainty, and — more seriously — left an open channel for money laundering and terrorist financing.
What has changed
Under a new French law effective 26 June 2026 (Law No. 2026-534 of 25 June 2026), any transfer of shares in a property-holding company must now be carried out through one of the following:
- a notarial deed (an official deed prepared by a notaire), or
- a deed countersigned by a French avocat, or
- a deed prepared by a chartered accountant, but only where the transfer is a direct extension of that accountant’s existing engagement with the company.
If this formality is not respected, the transfer is void — not voidable, void from the outset. On top of that, the French tax authorities will refuse to register the transfer unless a copy of the qualifying deed is produced. Without registration, the updated company records cannot be filed, and the transfer cannot be relied upon against third parties.
Why this matters
The reform serves two purposes: giving these transactions genuine legal certainty, and closing off a channel that has long been vulnerable to money laundering and terrorist financing. Professionals handling these deeds — notaires, avocats, and accountants alike — are now required to carry out the same vigilance and reporting checks that apply under French financial law.
Why work with a notaire
Property-holding company transfers sit squarely in a notaire’s core area of practice: real estate. A notaire is the only professional authorised to prepare a notarial deed — a document that carries the full evidentiary weight of an official record, confirms both parties gave informed consent, and is kept on permanent record. It is also the only form of deed that is immediately enforceable, without the need for further court proceedings.
If you hold shares in a property company — whether an SCI or another structure — and are planning to sell, get in touch before you sign anything. Our team can confirm whether the new rules apply to your situation and prepare the deed correctly the first time.
