What Is a Family SCI?
A family SCI (French real estate holding company) is a company in which all shareholders are related through family ties or marriage: parents and children, grandparents, as well as cousins, uncles, aunts, or in-laws.
A minimum of two shareholders is required, and there is no maximum limit. To invest in real estate through an SCI, the company must first be incorporated before purchasing the property in its own name.
The principle is that the company owns the real estate asset rather than the shareholders directly. Each shareholder holds shares proportional to their contribution. In other words, owning 40% of the shares means owning 40% of the company’s value, not a direct right over a specific portion of the property.
Day-to-day management is entrusted to a manager appointed in the articles of association. Important decisions (such as selling the property or admitting a new shareholder) are governed by voting rules freely defined by the shareholders.
Avoiding the Constraints of Joint Ownership
Joint ownership is the default legal arrangement when several people own the same property, for example following an inheritance.
Any co-owner may request partition at any time, and if no agreement can be reached, a court may order the sale of the property. A single heir who disagrees can therefore force the sale of the family home, even if the other heirs wish to keep it.
A family SCI significantly reduces this risk. Shareholders cannot demand the “partition” of the property because it belongs to the company. A shareholder wishing to leave must instead transfer their shares according to the procedures set out in the articles of association, without affecting the ownership of the property by the remaining shareholders.
Optimizing Wealth Transfer
Giving SCI shares rather than transferring a property directly can reduce gift taxes through several mechanisms.
Tax-Free Allowances
As with a traditional real estate gift, each parent may transfer up to €100,000 worth of shares per child free of gift tax. This allowance is renewed every 15 years. Transfers can be made in successive stages, allowing gifts to be spread over multiple allowance periods.
The Illiquidity Discount
SCI shares are not as easily sold as a property owned directly. There is no organized market for trading them. The articles of association often contain an “approval clause,” meaning that any transfer of shares requires the prior consent of the other shareholders.
To reflect this constraint, the French tax authorities generally accept a 10% to 20% valuation discount on the value of the shares at the time of the gift. There is no official scale, and the applicable rate depends on the circumstances of each SCI.
Debt Deduction
If the SCI has taken out a loan, the value of its shares reflects the outstanding debt. For example, an SCI owning a property worth €600,000 with a remaining mortgage balance of €200,000 will generally have its shares valued at €400,000. Gift taxes are calculated on this net value.
Splitting Ownership Rights
Parents may also transfer the bare ownership of their shares while retaining the usufruct, meaning the right to receive rental income. Upon death, the usufruct automatically expires and the children acquire full ownership of the shares without additional transfer taxes.
Buying a Primary Residence or Rental Investment Property
A family SCI can be used to purchase a home through an SCI and live in it. Likewise, it can be used to finance a rental investment.
In practice, and in both cases, some families occasionally succeed in investing through an SCI without a down payment, where the SCI itself obtains financing directly from a bank.
One important consideration concerns the capital gain upon resale.
If the SCI is subject to personal income tax (IR) and one of the shareholders occupies the property as their primary residence free of charge, that shareholder’s share of the capital gain is exempt from tax upon sale. However, the exemption is only partial: only the occupying shareholder benefits from it, while the other shareholders remain taxable.
If the SCI has elected corporate income tax (IS), this exemption is entirely unavailable.
Key Constraints to Consider Before Setting Up a Family SCI
For a family SCI to achieve its objectives, the articles of association must be drafted carefully. In practice, setting up an SCI costs approximately €300 to €400 when done independently (articles drafted by the shareholders, legal notice, and registration fees), or between €1,500 and €3,000 when using a notary or lawyer.
A Family SCI Must Be Managed Like a Proper Company
The family must comply with certain management obligations, otherwise the tax authorities may challenge the tax treatment of the structure. These obligations include holding an annual general meeting, approving the annual accounts, and filing an annual tax return for the SCI.
Shareholders Have Unlimited Liability
This liability applies in proportion to each shareholder’s ownership interest. If the SCI is unable to repay its debts, creditors may ultimately seek recovery against the shareholders’ personal assets (after first pursuing the company itself).
The Choice of Tax Regime (IR or IS) Is Made at Incorporation
Before proceeding, it is advisable to estimate the value of the property. The property’s value and intended use determine the most appropriate structure and tax regime. Switching from IR to IS is possible, but it is irreversible.
An important point to note is that this change also triggers the immediate taxation of unrealized capital gains, meaning gains that have accrued on the property but have not yet been realized through a sale (the difference between its current value and its acquisition price).