Transferring a Property You Already Own Into an SCI

Transferring a property you already own into an SCI: taxes, costs, and formalities

Moving a property you already own into an SCI (société civile immobilière) is a genuine transfer of ownership, not a paper formality, and it carries a cost. The contribution (apport) is made by notarial deed, published like a sale, and treated for tax as a disposal of the property - which means it can trigger registration duty, in some cases VAT, and the taxation of a capital gain. Whether it is worth doing, and what it will cost, depends above all on how the SCI is taxed: an SCI at income tax and an SCI that has opted for corporation tax are treated very differently on the duty. This guide sets out the three cost heads, the sharp income-tax-versus-corporation-tax divide on registration duty, the capital gain that contributing a property produces, and the VAT, preemption and procedural points that complete the picture.

The reason to read this before acting is that the cost can be significant and is sometimes avoidable. Where the goal is simply to hold a new purchase through a company, funding a cash SCI and letting it buy is usually cheaper, because only the purchase is taxed. Contributing a property you already own is the right move in specific situations - consolidating a jointly inherited property, reorganising a family holding, preparing a transmission - but its cost has to be modelled first, because contributing a building to a corporation-tax SCI can attract the full transfer duty and a capital-gains charge at the same time. Knowing which regime applies to your situation is what turns a good idea into a well-costed one.

Contributing a property is a transfer - and it has three cost heads

When you contribute a property to an SCI, ownership of the building passes from you to the company, and in return you receive shares. Because this is a real transfer of real property, it is made by a notarial deed, and that deed is subject to land publicity and must be published within the month of its date at the land-registry service (CGI Art. 647, III). So the first layer of cost is the same as on any property transfer: the notary's fees and the land-publicity formality.

On top of that sit three tax heads, and it is these that decide whether a contribution is affordable. The first is registration duty (droits d'enregistrement) - the transfer duty on the contribution, which depends entirely on how the SCI is taxed. The second is VAT, which is relevant only in particular cases, chiefly the contribution of a new building or building land by a person acting as a taxable person. The third is capital-gains tax, because contributing a building is treated as a disposal that can produce a taxable gain. A given contribution may attract one, two or, in the corporation-tax case, effectively two of these at once, so the total has to be built up head by head rather than assumed.

The most important variable running through all of this is the SCI's tax regime. An SCI is, by default, transparent for income tax (impôt sur le revenu, IR), with its results taxed in the members' hands; it can instead opt for corporation tax (impôt sur les sociétés, IS). That single choice changes the registration-duty treatment of a property contribution completely, and it also interacts with the capital-gains position. The sections below take the duty and the gain in turn, and the practical message throughout is that the same contribution can be cheap or expensive depending on the regime the company is under.

Registration duty: free for an income-tax SCI, a transfer duty for a corporation-tax SCI

The starting distinction is between a contribution made purely in exchange for shares (an apport pur et simple) and one remunerated by a consideration taken out of the company's risk, such as the company taking over a debt (an apport à titre onéreux); a contribution can also be mixed. For a straightforward contribution of a property purely in exchange for shares, the duty then turns on the SCI's tax regime.

Where the SCI is taxed at income tax - the default for a family SCI - a pure-and-simple contribution of a building is registered free of duty, whether the building is residential or commercial (CGI Art. 810 bis). This rests on the theory of the "conditional transfer of contributions": the free contribution to a transparent company is deemed to transfer the property only under the suspensive condition that it is later attributed, on a partition of the company, to a member other than the contributor. A practical consequence follows: if the property is later taken back by the original contributor - for instance on a capital reduction or the dissolution of the SCI - no transfer duty is due, subject only to the land-publicity tax. So contributing a property to an income-tax SCI is, on the duty, essentially free.

Where the SCI has opted for corporation tax, the position reverses. A pure-and-simple contribution of a building by an individual (or any person not itself subject to corporation tax) to a corporation-tax company is assimilated to a transfer for value (CGI Art. 809, I, 3°) and bears the ordinary property transfer duty. That duty is the same as on a sale of the property - currently in the region of 6% in most departments, following the increase to a 5% departmental share that the great majority of departments applied under the 2025 finance law (in force until 31 March 2028), plus the communal tax. There is a relief that substitutes free registration for the duty where the contributor undertakes to keep the shares received for three years (CGI Art. 810, III), but for contributions of buildings it is confined to buildings that form part of a contributed professional business and are used for a professional activity; a standalone investment or residential property contributed to a corporation-tax SCI does not qualify and remains subject to the duty. A further trap: if an income-tax SCI that received a property free of duty later opts for corporation tax, the transfer duty on the earlier pure-and-simple contribution becomes due on that change of regime (CGI Art. 809, II).

The mixed case is common enough to note. Where a property is contributed subject to a loan that the SCI takes over, the contribution is mixed: pure-and-simple for the equity and for value to the extent of the debt assumed, with the transfer duty falling on the debt portion (CGI Art. 683 bis). The parties may freely allocate the assumed liability across the assets contributed, declaring the allocation in or at the foot of the deed, which allows the debt to be placed on the assets bearing the lightest duty. Because the interaction of the equity and the loan drives the bill, the structure of a mortgaged-property contribution should be planned rather than left to a default proportional allocation.

The capital gain: contributing counts as a sale

Contributing a property is, for capital-gains purposes, a transfer for value (a cession à titre onéreux), so it can produce a taxable gain even though no cash changes hands. The gain on the contribution is measured on the real value of the property contributed, which equals the value of the shares the company gives in return, and where the property belongs to the contributor's private estate the gain falls under the regime of private real-estate capital gains.

That regime, confirmed as current for 2026, taxes the net gain at 19% income tax (CGI Art. 200 B) plus 17.2% social levies, a combined headline rate of 36.2%, with an additional surtax of 2% to 6% on a gain above €50,000. The gain is reduced by a taper for the length of ownership: for income tax, an allowance builds up from the sixth year to give full exemption after 22 years of holding; for the social levies, the allowance runs on a slower scale to give full exemption after 30 years. So the age of your ownership matters greatly - a property held for more than 22 years produces no income-tax charge on the contribution, and one held for more than 30 years is fully exempt, while a recently acquired property can generate a substantial gain on being contributed. The principal-residence exemption can also apply where the property contributed is the contributor's main home, on the same conditions as for a sale.

A different rule applies where what is contributed is not the building directly but shares in a property-holding company. Contributing shares of a non-corporation-tax property-dominant company, or of a transparent company, is likewise taxed under the private real-estate capital-gains regime where the shares are in the contributor's private estate; but where the contribution is made to a corporation-tax company, the gain benefits from a deferral of taxation (sursis d'imposition) under CGI Article 150 UB, II. This is a point that matters when reorganising an existing SCI rather than contributing a building for the first time, and it is one reason a restructuring is sometimes routed through a share contribution rather than a property contribution.

What will contributing your property cost?

The cost turns on the SCI's tax regime and the property's history. Pick your situation - the check shows what to expect.

VAT, preemption and the formalities

Three further points complete the treatment. The first is VAT. For VAT purposes a contribution to a company is always treated as a sale, whatever the form of remuneration (CGI Arts. 257 and 810, IV). In practice VAT applies only in particular cases: the contribution of building land or of a new building by a person acting as a taxable person is subject as of right to VAT on immovable transactions, whoever the recipient, and such a contribution is then registered free and not subject to the transfer duty when made on the company's formation (CGI Arts. 810, IV, 810 bis and 257). Contributions of land that is not building land, or of buildings that are not new, by a taxable person fall within VAT but are exempt, with an option to tax available; and contributions by a person who is not a taxable person are outside VAT altogether. For most private individuals contributing an existing home or investment property, VAT is therefore not in point - but for a developer, or a contribution of building land, it can be decisive, and it should be checked before the deed.

The second is preemption. A contribution in kind of a building to an SCI can be caught by the urban preemption right: buildings and rights within the scope of the urban-planning code are subject to that right when they are contributed in kind to an SCI (C. urb. Art. L. 213-1-2), so a declaration of intention to dispose must be made before the contribution, accompanied by a statement of the SCI's position. By contrast, a residential tenant's preemption right does not apply to a contribution, because a contribution is not a sale, and the landlord who contributes a let property cannot give the tenant notice on the strength of the contribution. Knowing which preemption rights are engaged - a public body's, but not the tenant's - is part of clearing the way for the contribution.

The third is the procedure and the duty's payment. The authentic deed recording a property contribution must be published at the land registry within the month of its date (CGI Art. 647, III), and where a company is formed without a deed a declaration must in any event be registered within the month of the formation (CGI Art. 638 A). Where the special transfer duty is due on the contribution, its payment can, on the company's express request, be spread over five equal annual instalments against sufficient guarantees (CGI Art. 1717), with interest on the deferred fractions at a rate reset each year - a cash-flow easing that is worth requesting where a corporation-tax contribution carries a real duty bill.

Is contributing your property the right move?

Contributing is right in some situations and expensive in others. Pick your goal - the check shows how to think about it.

When contributing is worth it - and when it is not

Putting all of this together, the case for contributing a property you already own is strongest where the property has to move into a company for a reason that a fresh purchase cannot serve, and where the tax cost of moving it is contained. Consolidating a property that several people have inherited into an income-tax SCI is a good example: it replaces a fragile indivision, in which any co-owner can force a sale, with a governed structure, and the contribution to an income-tax SCI is registered free of duty (CGI Art. 810 bis), leaving mainly the capital gain and the notary's fees to weigh. Preparing a transmission is another: contributing a property to an income-tax SCI and then gifting the shares to children over the years, using the gift allowances and reserving usufruct where wanted, is a well-established structure in which the free registration of the contribution is a real advantage.

The case is weakest where a cheaper route exists. If the aim is simply to hold a property you are about to buy through a company, there is no need to contribute anything: fund a cash SCI and let it buy, so that the only taxed transfer is the purchase itself. And contributing an owned property to a corporation-tax SCI is the most expensive combination - the full transfer duty as on a sale (CGI Art. 809, I, 3°) together with the capital gain - which is rarely worth incurring unless the corporation-tax regime brings benefits that outweigh it. The recurring lesson is that the same act is nearly free to an income-tax SCI and costly to a corporation-tax one, so the regime and the goal must be settled before the deed. Where an existing SCI is being reorganised, a contribution of shares rather than a building can defer the gain (CGI Art. 150 UB, II), which is a further reason to plan the route rather than default to contributing the building.

The cost of contributing a property - at a glance

Frequently asked questions about transferring a property into an SCI

This article is for general information only and states French law and tax rules as published in the sources available at the date shown above, including the registration-duty and capital-gains rules current for 2026. It does not constitute legal or tax advice. The cost of contributing a property depends on the SCI's regime, the property and the contributor's position. Always seek qualified legal and tax advice before contributing a property to an SCI.