What Contributing to an SCI Costs in Tax

What contributing to an SCI costs in tax: registration duty, VAT, and capital gains

When something is contributed to an SCI (société civile immobilière), the tax follows three separate tracks, and each is computed in its own way: registration duty (droits d'enregistrement), VAT on immovable transactions, and the capital gain on the disposal the contribution represents. This guide is the mechanics companion to our pillar on transferring a property into an SCI: rather than asking whether to contribute, it sets out how each charge is calculated - how the pure-and-simple, for-value and mixed classifications drive the duty, when a contribution falls into VAT, and how the capital gain is worked out and tapered. The figures below are those current for 2026.

The reason the mechanics matter is that the total is built up track by track, and the same contribution can carry one charge, two, or none. A cash contribution is free of all three. A property contributed to an income-tax SCI is generally free of duty but can carry a capital gain. A property contributed to a corporation-tax SCI, or contributed subject to a loan, can carry the full transfer duty and a gain at once. Understanding how each figure is arrived at is what lets a contribution be structured to the lowest defensible cost - and what makes it possible to check the notary's calculation rather than take it on trust.

Registration duty: how the contribution is classified

The duty on a contribution depends first on how the contribution is classified. A contribution is pure-and-simple (apport pur et simple) where it is made purely in exchange for shares exposed to the fortunes of the company. It is for value (apport à titre onéreux) where it is paid for by a consideration taken out of the company's risk - most commonly where the company takes over a debt of the contributor, but also where the company undertakes to pay the contributor a price. It is mixed (apport mixte) where it is pure-and-simple for part and for value for the rest, the classic case being a property contributed subject to a loan the company assumes.

For a pure-and-simple contribution, the duty then turns on the SCI's tax regime. To an income-tax SCI, a pure-and-simple contribution of a building is registered free (CGI Art. 810 bis), on the theory of the conditional transfer of contributions - the transfer is deemed to occur only under the suspensive condition that the property is later attributed to a member other than the contributor. To a corporation-tax SCI, a pure-and-simple contribution of a building by a person not subject to corporation tax is assimilated to a transfer for value (CGI Art. 809, I, 3°) and bears the ordinary property transfer duty. Two contributions made purely for shares, of the same building, thus produce opposite bills according to the regime of the receiving company.

A for-value contribution, by contrast, is treated as a sale whatever the regime: the tariffs applicable to transfers for value apply (CGI Art. 683 bis). The transfer duty on a property is the ordinary duty on a sale - currently in the region of 6% in most departments, after the great majority of them raised the departmental share to 5% under the 2025 finance law (in force until 31 March 2028), on top of the communal tax. So the for-value element of any contribution - the whole of it where a price is paid, or the debt portion of a mixed contribution - carries this duty regardless of whether the SCI is at income tax or corporation tax.

The mixed contribution: allocating the debt

The mixed contribution is where the arithmetic can be managed, and it is common because so many properties are contributed still carrying a loan. Where a contribution is remunerated partly by the company taking over a debt of the contributor, the duty is worked out by combining the rules for pure-and-simple contributions (free registration or the special duty) with those for contributions for value (the transfer duty), the for-value element being the amount of the debt assumed.

The key point is that the parties may allocate the assumed debt freely. They are entitled to declare, in the deed or at its foot - and even after registration, to have the assessment revised - which of the contributed assets are treated as transferred for value, and they are not obliged to set a loan against the very asset it financed. Because they can choose, they should allocate the debt onto the assets bearing the lightest duty. A worked example from the tax doctrine makes the point: where an individual contributes €100,000 to a non-corporation-tax company, made up of €75,000 of buildings outside VAT and €25,000 of receivables, the company taking over a €20,000 debt, setting the whole debt against the receivables leaves the building contributed purely for shares and, at formation, registered free - whereas saying nothing lets the tax authorities spread the debt proportionally, treating €15,000 of the building as contributed for value and taxing it. The allocation is declared, not assumed, and getting it right is worth real money.

One limit is worth stating. The tax authorities are not bound by the label the parties give their acts: the tax service may look, under the abuse-of-law procedure, for the true character of the arrangements in order to tax them. Free allocation of a genuine debt across genuinely contributed assets is legitimate planning; a contrived allocation designed to disguise a sale is not, and can be recharacterised. The line is between arranging real facts efficiently and misdescribing them.

VAT: when a contribution falls into it

VAT runs on a track of its own, and for VAT purposes a contribution to a company is always treated as a sale, whatever the mode of remuneration (CGI Arts. 257 and 810, IV). Whether VAT is actually due then depends on what is contributed and by whom. 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; such a contribution, made on the company's formation, is registered free and escapes the transfer duty (CGI Arts. 810, IV, 810 bis and 257). This is the case that matters for a developer or for anyone contributing building land.

Outside that case, VAT recedes. Contributions of land that is not building land, and of buildings that are not new, by a taxable person fall within the scope of VAT but are exempt (CGI Art. 261, 5, 1°), with an option to tax available where it is advantageous (CGI Art. 260, 5° bis). Contributions by a person who is not a taxable person - the ordinary private individual contributing a home or a long-held investment property - are outside VAT altogether. So for most private contributions VAT is simply not in point, and the duty and the capital gain are the two live charges; but the moment building land or a new building is contributed by someone acting in a business capacity, VAT takes over and displaces the transfer duty. Identifying which side of that line a contribution falls on is the first VAT question to settle.

Which duty applies to your contribution?

The duty depends on the classification and the SCI's regime. Pick your case - the check shows what applies.

Capital gains: how the gain is worked out

The third track is the capital gain, and contributing a property is treated as a disposal for value that can produce one, measured on the real value of the property contributed - a value that equals the shares the company gives in return. Where the property is in the contributor's private estate, the gain is computed under the private real-estate capital-gains regime, in the same way as on a sale.

The gain is the difference between the value of the property on the contribution and its acquisition cost. The acquisition cost is increased, on the usual terms, by the acquisition expenses and by the cost of works - with the fixed allowances the regime provides where the actual figures are not held, such as the flat uplift for works available after five years of ownership. The net gain is then taxed at 19% income tax (CGI Art. 200 B) and 17.2% social levies, a combined 36.2%, and a further surtax applies on a gain above €50,000, rising by bands from 2% to 6%. On a large gain this surtax is a real addition, and it is computed on the gain after the taper described below.

The taper for the length of ownership is what most often decides the size of the charge, and it runs on two different clocks. For income tax, the allowance accrues at 6% for each year of ownership from the sixth to the twenty-first, and 4% in the twenty-second, giving full income-tax exemption once the property has been held for 22 years. For the social levies, the allowance is slower - 1.65% a year from the sixth to the twenty-first, 1.60% in the twenty-second, then 9% a year from the twenty-third to the thirtieth - giving full exemption from the social levies only at 30 years. Between those points a property is partly relieved: a building held, say, 25 years is free of income tax but still bears reduced social levies. Where the property contributed is the contributor's main home, the principal-residence exemption can remove the gain altogether, on the same conditions as for a sale.

A distinct rule governs the contribution of shares rather than a building. Contributing shares of a non-corporation-tax property-dominant company, or of a transparent company, held in the private estate is taxed under the same private real-estate regime; but a contribution of such shares to a corporation-tax company benefits from a deferral of taxation (sursis d'imposition) under CGI Article 150 UB, II. That deferral is a reason restructurings are sometimes routed through a contribution of shares, and it is examined in our guide on selling or transferring SCI shares.

Working out the capital gain on your contribution

The gain depends mostly on how long you have owned the property. Pick your case - the check shows where you stand.

Registering the contribution and paying the duty

The last mechanical point is the registration formality and how the duty is paid. Where a property is contributed, the authentic deed recording the contribution is subject to land publicity and must be published within the month of its date at the land-registry service (CGI Art. 647, III). Where a company is formed without a formal deed, a declaration must still be filed and registered within the month of the formation (CGI Art. 638 A), and that formality is required even where the contributions are exempt from all duty - so a free-of-duty contribution is not a formality-free one.

Where a real transfer duty is due - the corporation-tax contribution, or the for-value portion of a mixed one - its payment can be eased. On the company's express request, made at the same time as the formality, the special transfer duty can be paid in five equal annual instalments (CGI Art. 1717), subject to the company providing sufficient guarantees. The first instalment is paid on registration and the others fall due year by year, each carrying interest at a rate reset annually. For an SCI facing a genuine duty bill on a corporation-tax contribution, spreading it over five years is a cash-flow tool worth requesting in the deed rather than discovering afterwards. Finally, where a single deed contains several independent dispositions, the fixed-duty rules mean only the highest applicable charge is taken, so a contribution deed is not multiply taxed for containing, say, the appointment of the manager alongside the contribution itself.

Contribution tax by track - at a glance

Frequently asked questions about the tax of contributing to an SCI

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