Appointing a Company as Gérant of Your SCI

Appointing a company as gérant of your SCI

The gérant of an SCI (société civile immobilière) does not have to be an individual - a company can be the manager. Appointing a legal person as gérant is a structuring choice used above all in group and holding arrangements: a family or holding company manages the SCI, giving continuity across the generations, centralised control of several entities, and a professionalised layer of management. But it comes with a rule that surprises many owners: putting a company in as gérant does not shield the people behind it, because the directors of the managing company bear the same personal liability as an individual gérant, and the managing company is solidarily liable on top. This guide sets out when a corporate gérant makes sense, how one is appointed, the liability of those behind it, and the formalities that keep the arrangement in order.

The subject matters because a corporate gérant is often reached for the wrong reason - the belief that interposing a company limits the manager's personal exposure - when its real value lies elsewhere, in continuity and group control. Understanding what a corporate gérant does and does not achieve is what lets an owner decide whether it genuinely serves their structure or simply adds a layer of cost and formality. For a group or a family holding it can be exactly right; for a simple family SCI it is often unnecessary.

A company can be the gérant - and why you might want one

French law expressly allows the gérance of a civil company to be exercised by a legal person (C. civ. Art. 1847). So an SCI can be managed not by a named individual but by a company - a holding company, a family company, or another SCI - which acts through its own legal representatives. This is not an exotic arrangement; it is a standard building block of group and family structures, and the reasons to use it are practical.

The first is continuity. Where an individual is gérant, their death, incapacity or departure ends the management and requires a new appointment, at exactly the moment a family may be least able to agree on one. Where a company is gérant, the management does not depend on any one person's life: the managing company continues, its own representatives can change internally without disturbing the SCI's management, and the arrangement carries across a generation. For a family SCI created with transmission in view, a corporate gérant can hold the management steady through the very events - a death, a succession - that would otherwise throw an individual gérance into question.

The second is centralised control. Where a family or an investor holds several SCIs or a group of entities, appointing a single holding company as gérant of each SCI concentrates the management in one place, under one set of representatives, rather than scattering it across separate individual gérants. This makes a group easier to run and to keep consistent, and it lets a family holding company sit at the head of the structure directing the SCIs beneath it. A corporate gérant is, in short, a tool for continuity and for group control - and those, not any supposed protection from liability, are the reasons to use one.

It does not shield the people behind it

The most important thing to understand about a corporate gérant is what it does not do. Interposing a company as gérant does not put a protective layer between the individuals who run it and the liability of the office. Where a legal person is gérant, its directors are subject to the same conditions and obligations, and incur the same civil and criminal liability, as if they were gérants in their own name - and that is expressly without prejudice to the solidary liability of the legal person they direct (C. civ. Art. 1847). So the people who actually manage the SCI through the managing company carry the full personal liability of a gérant, exactly as they would if they had been named individually, and the managing company is additionally liable alongside them.

This runs through every head of liability. The directors of the company that is gérant answer to the SCI and its members for management faults, to third parties for a fault separable from the functions, and on the criminal side they incur the same criminal liability as an individual gérant would, again without prejudice to the criminal solidary liability of the managing company (C. civ. Art. 1847). A corporate gérant therefore multiplies the potential defendants - the individuals and the managing company - rather than sheltering anyone. Owners who appoint a company as gérant in the belief that it caps their exposure have misunderstood the arrangement: it changes who is formally the manager, not who bears the responsibility.

One related point reinforces the theme. There is no obligation, as there is in a public company, for the managing legal person to designate a permanent representative to the SCI - but if the director of the managing company delegates the role to a third party, they remain personally responsible for it (C. civ. Art. 1847). So the responsibility cannot be passed down or delegated away either: it stays with the directors of the managing company. The lesson is that a corporate gérant is a structuring device, not a liability shield, and it should be chosen for continuity and control, with the personal exposure of those behind it managed as it would be for any gérant.

Should a company be the gérant of your SCI?

A corporate gérant suits some structures and not others. Pick your reason - the check shows whether it fits.

How it works: naming the company and its representatives

Appointing a company as gérant follows the ordinary appointment rules, with some specific requirements that flow from the manager being a legal person. When a legal person is named gérant, the act of nomination must indicate the name of its legal representatives (decree no. 78-704 of 3 July 1978, article 35). This is a real constraint on who those representatives can be: the text forbids naming an employee or any person other than the legal director of the managing company, so the SCI is managed through the managing company's own directors, not through a delegated employee. In practice, the managing company will produce a recent extract from the register - a K-bis less than three months old - to evidence its existence and its representatives.

Knowing who the legal representatives are matters, because it is they who act for the SCI. The legal representatives are the persons who, by law, represent a legal person in its dealings with third parties: in a civil company or an SNC or an SARL, the gérants; in a traditional public company, the managing director or the chairman of the board where they ensure the general management; in a public company with a supervisory board, the chairman of the executive board and the members of it holding the title of managing director; in a simplified joint-stock company, the president and, where applicable, the managing director. So which individuals actually manage the SCI on the managing company's behalf depends on that company's own form and governance, and it is those individuals whose names go into the SCI's nomination act.

Two further points complete the appointment. There is no obligation, unlike in a public company, for the managing legal person to designate a permanent representative to the SCI - the managing company simply acts through its legal representatives - but, as noted, a director who delegates the role to a third party remains personally responsible. And a company that is the corporate officer of a civil company has the power to receive notifications on its behalf, so a notification to the managing company can bind the SCI. The appointment is therefore straightforward, but it has to name the right people - the managing company's legal directors - and be supported by the company's register extract.

Appointing a company as gérant: what is required?

A corporate gérant appointment has specific requirements. Pick the point you want to check - the check explains it.

Formalities and keeping the register current

Because the manager is a company whose own management can change, the corporate gérance carries an ongoing formality that an individual gérance does not. The nomination of the managing company indicates the name of its legal representatives, and where those representatives change, that change requires a rectification of the SCI's nomination act and must be published like the act itself (decree no. 78-704 of 3 July 1978, article 35). So each time the managing company changes its own directors, the SCI's register has to be updated to reflect the new representatives - an obligation that is easy to overlook, because the change happens at the level of the managing company but has to be carried through to the SCI.

This is the practical price of the continuity the corporate gérance provides. The management does not stop when a representative changes - that is the advantage - but the register must be kept in step, so that third parties dealing with the SCI can always identify the individuals empowered to act for its corporate gérant. A structure that appoints a holding company as gérant of several SCIs must therefore maintain each SCI's register when the holding's representatives change, which is a modest but real administrative burden, and one reason a corporate gérance suits a structure that has professional administration behind it. Kept current, the arrangement is robust; left to drift, it produces a mismatch between the register and reality that can complicate a transaction or a dispute.

When a corporate gérant makes sense - and when it does not

Pulling the threads together, a corporate gérant makes sense where its real advantages are the point. A family or investor holding several SCIs, or building a group with a holding company at its head, gains genuine centralised control by making that holding the gérant of each SCI. A family creating an SCI with transmission in view gains continuity, because the management survives a death or a succession that would unsettle an individual gérance. And a structure that wants professionalised, institutional management rather than reliance on one person is well served by a managing company. In each of these, the corporate gérant does something an individual gérant cannot, and the added formality is a fair price for it.

It does not make sense where it is chosen for a reason it cannot deliver, or where it merely adds complexity. It is not a liability shield: the individuals behind the managing company bear the same exposure as an individual gérant, and the managing company is solidarily liable, so an owner appointing a company to limit their own risk has misjudged the arrangement. And for a simple family SCI with one property and a stable membership, a corporate gérant usually adds cost, formality and an extra register to maintain, without a continuity or control benefit that the situation needs - an individual gérant, with a well-drafted gérance clause, does the job. There is also an interaction to watch: an agreement between the SCI and the managing company, or another company in which a gérant of the SCI plays a defined role, can fall within the controlled-agreements procedure and require the members' after-the-event approval. The decision, in the end, is a structuring one: a corporate gérant is right where continuity and group control are the goal, and unnecessary where they are not.

A company as gérant of an SCI - at a glance

Frequently asked questions about a company as gérant of an SCI

This article is for general information only and states French law as published in the sources available at the date shown above. It does not constitute legal advice. Whether a corporate gérant suits an SCI depends on the structure, the objectives and the group. Always seek qualified legal advice before appointing a company as gérant of an SCI.