How to Set Up an SCI in France: Steps, Costs, and Timeline

How to set up an SCI in France: steps, costs, and timeline

Setting up an SCI (société civile immobilière) in France follows a defined sequence: draft the articles, make the key choices they must record, arrange the capital and any contributions, publish a legal notice, file the incorporation dossier on the single online business portal, and obtain registration at the trade and companies register. The company exists as a legal person only from that registration, so every step before it is preparation for the moment the SCI comes into being. This guide sets out each step in order, what it costs, and how long it takes.

None of the steps is difficult on its own, but two of them carry consequences that outlast the incorporation: the drafting of the articles, which fixes how the company will be governed and how shares will move for its whole life, and the choices those articles record on capital, object, registered office and governance. The mechanics below are the same for every SCI; the drafting is where a company is made to fit the family or the investment behind it.

Step one: drafting the SCI's articles

The articles (statuts) are the founding contract of the SCI, and the law requires them to be in writing - this is a condition of validity, not merely of proof, so an SCI without written articles is treated as a de facto company (C. civ. Art. 1835). The articles may be drawn up as a private deed signed by the shareholders, or in notarial form. A notarial deed becomes compulsory in one important case: where a property subject to land registration is contributed to the SCI, the deed recording that contribution must be notarial. An SCI funded only in cash can be set up by private deed; an SCI into which a building is contributed needs the notary.

Certain statements must appear in the articles, because they identify the company and fix its essential terms (C. civ. Art. 1835): the contributions of each shareholder, the form, the object, the name, the registered office, the capital, the duration, and the operating rules. If the articles omit a required statement, any interested person - and the public prosecutor - can ask the court to order the incorporation to be regularised, an action that lapses three years after registration (C. civ. Art. 1839). The drafting should not be rushed: the same document that records these statements also organises the manager's powers, the majorities for collective decisions, and the approval procedure for share transfers, which govern the company for its whole life.

Step two: the key choices the articles record

Several decisions are made when the articles are drafted, and each shapes how the SCI will work.

Capital. There is no minimum capital for an SCI, but the capital cannot be nil - it must be stated in the articles and appears on the company's documents, in the legal notice and in the registration request (C. civ. Art. 1835). Only cash and in-kind contributions form the capital; contributions of skill or work do not count towards it. A low capital is common where the shareholders do not contribute the property and finance the purchase through a company loan, though a low capital has consequences for the later capital-gains calculation on the shares; a capital close to the value of the investment is a positive signal to a lender. The capital can also be made variable, within a floor and a ceiling fixed by the articles, allowing shareholders to enter and leave without publicity formalities.

Object. The object must be civil, and it should be drafted with some flexibility so it need not be amended at every turn, but precisely enough to fix the manager's powers towards third parties - the company is bound by the manager's acts falling within the object. Two drafting points matter: the object should avoid being tied to the management of a single, specifically designated building, because the sale of that building would empty the company of its substance; and it must exclude buying property with a view to resale, which is a commercial activity by nature and would expose the SCI to company tax.

Name and registered office. The SCI takes a company name, which must be accompanied, legibly and at least once, by the words « société civile » and the amount of the capital on documents intended for third parties; the abbreviation SCI may form part of the name but does not replace those words. A prior-availability search on the national business database is prudent before settling on a name. The registered office must be stated in the articles and determines the company's nationality and the competent courts; an SCI may place its registered office at the home of its manager, though where a lease or co-ownership rules restrict the activity, that domiciliation at the manager's home is limited to five years.

Duration and governance. The duration must be stated and cannot exceed 99 years, running from registration and renewable (C. civ. Art. 1838). And because the civil company leaves the founders wide latitude, the articles are where the powers of the manager, the majorities for collective decisions, the approval procedure for share transfers and the shareholders' withdrawal rights are set - in the silence of the articles, decisions beyond the manager's powers and transfers to outsiders require unanimity (C. civ. Arts. 1852 and 1861), which is often hard to obtain, so these clauses repay careful drafting.

Are your SCI articles set up the right way?

Pick the point you are least sure about - the check shows what the articles should do with it.

Step three: capital, contributions and the notary

Once the articles are settled, the capital has to be constituted. Cash contributions are subscribed and paid in on the terms the articles set - the SCI does not have to call the whole of the subscribed capital at once, and the articles can provide for the balance to be called by the manager as the project needs it. In-kind contributions - most importantly, a building - are valued in the articles; the SCI has no compulsory contribution-verification procedure, precisely because the shareholders remain liable without limit.

The notary enters here in the property case. Where a building is contributed to the SCI, the deed recording the contribution must be in notarial form, because the contribution is a transfer of ownership subject to land registration (C. civ. Art. 1835 for the articles; the property-contribution deed being notarial). Contributing an existing building is a genuine transfer into the company and carries its own tax treatment, which is set out in our guide to moving an owned property into an SCI. An SCI formed to buy a property with subscribed or borrowed cash avoids the contribution deed, and can proceed by private articles - but it will still need the notary for the purchase of the building itself.

Step four: the legal notice and the online filing

With the articles signed, two publicity steps follow. First, a legal notice of the company's formation is published in a medium authorised to carry legal announcements in the department of the registered office, and this publication must be done before the online filing. The notice states the company's name, form, capital, registered office, duration, the manager's identity and powers, and the existence of any approval clause on share transfers. Since the registration of articles at the tax office was abolished in 2015, most SCI articles no longer need to be registered - registration remains required only in particular cases, such as a notarial deed or a deed containing a property transfer.

Second, the incorporation dossier is filed online. Since 2023, company formalities are carried out electronically through the single business portal (Guichet unique, formalites.entreprises.gouv.fr), which replaced the former business-formality centres and feeds the national business register and the trade and companies register at once. The dossier is completed on a single dynamic form and accompanied by the supporting documents: a copy of the signed articles, proof of the legal notice, proof of the right to occupy the registered office, identity and non-conviction documents for the manager, and a declaration of the company's beneficial owners - the individuals holding, directly or indirectly, more than 25 % of the capital or voting rights, or otherwise controlling the company. A simple electronic signature suffices for a company formation, and a knowingly false or incomplete declaration made to obtain registration is a criminal offence.

Step five: registration, SIREN and the timeline

The dossier is transmitted by the portal to the competent registry, and this is where the timeline is set. There is no legal deadline to register - but the company has every interest in doing so quickly, because registration is what gives it legal personality. Once the dossier is complete, the registrar has one business day from receiving it to make the entries at the trade and companies register. If the dossier is incomplete, the registrar asks within one business day, through the portal, for the missing items, and the applicant then has fifteen days from the electronic acknowledgement to supply them; where a dossier's complexity requires particular examination, the registrar notifies the applicant that the entry or its refusal will follow within a clear period of five days.

On registration the SCI is allotted a unique nine-digit identification number (SIREN), issued automatically as soon as the request is accepted, and used in all its dealings with the administration. Within eight days of the registration the registrar publishes a notice in the official bulletin of civil and commercial announcements (BODACC), stating the company's registration details, name, capital and registered office. From the moment of registration - and only from that moment - the SCI is a legal person that can own the building, contract, and sue in its own name. Acts done for the company before registration follow a separate regime of take-over by the company once it exists, examined in our guide to signing for an SCI that does not yet exist.

Setting up an SCI: where are you in the process?

Pick the stage you are at - the check shows what comes next and what to watch.

What it costs to set up an SCI

The cost of setting up an SCI has several components, and the total depends above all on whether a property is contributed and whether a professional drafts the articles.

The unavoidable administrative costs are the legal-notice publication and the registry's incorporation fee. The legal-notice charge for a company formation is set as a flat fee, fixed each year by ministerial order, so it is a modest and predictable amount rather than a length-based cost. The registry charges its own fee for the registration at the trade and companies register. These two are payable for every SCI, however it is funded.

Two further costs arise only in particular cases. Where the articles are drawn up in notarial form, or where a building is contributed, the notary's fees apply - and the contribution of an existing property carries its own tax treatment, which can include a capital gain and registration duties depending on the tax regime chosen, set out in our dedicated guide. Where a lawyer drafts the articles - which, for anything beyond the simplest cash SCI, is where the value lies - the drafting fee reflects the work of tailoring the governance, approval and transmission clauses to the family or investment. The administrative fees are fixed and small; the drafting is the discretionary cost, and the one that determines whether the company actually fits its purpose.

Setting up an SCI: the steps at a glance

Frequently asked questions about setting up an SCI in France

This article is for general information only and states French law and procedure as published in the sources available at the date shown above. It does not constitute legal or tax advice. Fees and administrative tariffs change over time and are not stated here. Always seek qualified legal advice - and coordinate with the notary where a property is involved - before setting up an SCI.