Do You Need a Notary to Set Up an SCI?

Do you need a notary to set up an SCI?

Setting up an SCI (société civile immobilière) does not always require a notary. An SCI funded only in cash can be formed by a private deed, without a notary at all. A notary becomes necessary in specific cases - above all where a property is contributed to the company - and is advisable in others, such as a company formed between spouses or between a parent and their future heirs. This guide sets out when a notary is compulsory, when it is merely prudent, and when a private deed is enough.

The question matters because the notary adds cost and formality, and there is no reason to incur them where a private deed does the job - but there are cases where skipping the notary makes the incorporation invalid or exposes the shareholders to a later challenge. Knowing which case you are in is what decides whether you need a notary, a lawyer, or both.

When a private deed is enough for an SCI

The articles of an SCI must be in writing as a condition of validity (C. civ. Art. 1835), but writing does not mean notarial. Where the capital is made up entirely of cash or of movable-property contributions, the articles can be drawn up as a private deed (acte sous signature privée) signed by the shareholders - no notary is needed. This is the ordinary case for an SCI that will buy a property with subscribed or borrowed cash rather than have a building contributed to it.

A private deed still has to be produced in a proper number of originals. In practice, four originals are usually enough: one for the registered office, one for any registration formality - even where contributions are exempt from duty - and two for the compulsory filing at the registry. Certain formalities may call for additional originals, and a certified copy of the articles must be given to each shareholder, with further certified copies needed for routine dealings such as opening a bank account. The private deed is cheaper and quicker than a notarial deed, and for a straightforward cash SCI it is the right choice - the value in that case lies in the drafting of the clauses, which a lawyer provides, rather than in the notarial form.

When a notary is compulsory: contributing a property

The clear case where a notary is compulsory is the contribution of a building to the SCI. Where a property subject to land registration is contributed, the deed recording that contribution must be drawn up in notarial form. The reason is that the contribution is a transfer of ownership of the building from the contributor into the company, and a transfer of real property has to pass through the land-registration service, which requires a notarial deed. An SCI into which a building is contributed therefore cannot be set up by private deed alone.

There is a related route worth noting. A private deed can in principle be used even where there is a property contribution, but the private deed must then be deposited among a notary's minutes, with recognition of the writing and the signatures - so the notary is involved either way once real property is contributed. In practice, where a building is contributed, the articles are drawn up in notarial form from the start. And the notary's involvement does not end with the form: contributing an existing property is a genuine transfer that carries its own tax treatment, which can include a capital gain, so the notarial deed and the tax planning go together. The cost and tax of moving an owned property into an SCI are set out in our dedicated guide.

The notary is also required for the purchase of a building - an SCI that buys a property, rather than having one contributed, still needs the notary for the acquisition deed, even where its own articles were drawn up as a private deed. So a cash SCI that will buy a property meets the notary at the purchase, while a contribution SCI meets the notary at the formation.

A private deed does not remove the registration formalities

Choosing a private deed over a notarial one changes how the articles are drawn up, not whether the company must be registered. Whichever form is used, the SCI acquires legal personality only from its registration in the trade and companies register (C. civ. Art. 1842), and the incorporation goes through the same steps: the articles are filed, a notice of formation is published, the beneficial owners are declared, and the company is entered on the register. The notarial or private character of the deed affects the deed itself - its cost, its authentic force, and the land-registration route where a building is involved - but it does not shorten the downstream formalities that every SCI must complete to exist as a company.

This matters for the decision. Some people expect that a notary handles the whole incorporation, and others expect that avoiding a notary avoids the paperwork; neither is right. A cash SCI formed by private deed still has to be registered like any other, and a contribution SCI drawn up before a notary still goes through the same registration once the deed is signed. The notary's involvement is decided by whether real property changes hands, and the registration formalities apply on top in every case. So the practical question is not whether you can skip formality by avoiding a notary - you cannot - but whether your situation is one where a notarial deed is compulsory, one where it is prudent, or one where a well-drafted private deed is the right and cheaper choice.

Do you need a notary for your SCI?

Pick the description closest to your plan - the check shows whether a notary is required.

When a notary is prudent, though not compulsory

Between the cash SCI, where a private deed suffices, and the contribution SCI, where a notary is compulsory, sit two situations where a notary is not required but is advisable - both because the company is being formed between people whose relationship could later expose the arrangement to challenge.

The first is a company between spouses. A company formed between two spouses is valid, even where they use only community property (C. civ. Art. 1832-1). But where the arrangement gives one spouse an advantage - for example where one spouse funds most of the purchase while both hold equal shares - a challenge can arise that the advantage is a disguised gift. The law provides that the advantages and liberalities resulting from a company contract between spouses cannot be annulled as disguised gifts when their conditions have been settled by an authentic deed (C. civ. Art. 1832-1). A notarial deed therefore shields a spousal SCI from the disguised-gift challenge in a way a private deed does not - a real consideration where the spouses' contributions are unequal.

The second is a company between a parent and presumptive heirs - a parent and their children. Drawing the articles in notarial form here lets the children who are members of the company avoid a later demand that the advantages they drew from the company's formation be brought back into the parent's estate on succession (a rapport à succession). For a family SCI created with transmission in view, the notarial deed adds a layer of protection against an estate dispute among the heirs, which a private deed does not provide. In both cases the notary is a safeguard against a future challenge, chosen deliberately because of who the shareholders are.

Notary, lawyer, or both - who does what

Because the notary's role is specific, it helps to be clear on the division of work. The notary is the officer who authenticates a deed and handles the land-registration side: they are compulsory for a property contribution and for a property purchase, and advisable for the spousal and parent-heir cases above. Their intervention gives the deed authentic force and the certainty that a private deed cannot.

The lawyer drafts the articles and the surrounding structure - the manager's powers, the decision majorities, the approval and withdrawal clauses, the usufruct and, where used, tontine clauses, and the coordination with the tax and transmission plan. For anything beyond the simplest cash SCI, this drafting is where the value lies, because it decides how the company is controlled and how it will serve the family or the investment. The two roles are complementary: the lawyer designs and drafts the company, the notary authenticates the deeds that the law requires to be authentic. A cash SCI needs the lawyer for the articles and the notary only for the purchase; a contribution SCI needs both at formation, working together on the contribution deed and the tax that comes with it. Knowing which combination your situation calls for is the practical answer to whether - and when - you need a notary.

Which step of your SCI needs a notarial deed?

The notary is tied to the transfer of real property, not to the company itself. Pick the step you are at - the check shows whether a notary is required, and where a private deed and a lawyer are enough.

When a notary is needed for an SCI - at a glance

Frequently asked questions about a notary for 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 or tax advice. Whether a notary is required depends on the contributions to the SCI and on the transactions the company undertakes. Always seek qualified legal advice before setting up an SCI.