A tailor-made structure to secure a property purchase between friends
By setting up a société civile immobilière, friends can pool their resources to purchase a property that is often more ambitious than they could have financed alone. There's strength in numbers... and a greater chance of obtaining a loan, since banks evaluate the borrowing capacity of each partner. The SCI structure also facilitates collective management of the property: maintenance costs, property tax and works are shared, as are responsibilities.
Unlike joint ownership, which requires unanimity for all major decisions, the SCI allows for much more flexible rules of governance. These rules are established when the company's articles of association are drawn up, guaranteeing a clear division of roles, rights and obligations between the partners.
The importance of drafting solid, appropriate articles of association
The operation of an SCI is based on its articles of association, which are the pillars of the company's life. This founding document specifies the company's name, purpose (often the ownership and management of real estate), registered office and lifespan. Above all, it sets out the management structure, the powers of the manager(s), the decision-making procedures and the conditions for transferring shares.
Although standard models are available on the Internet, we strongly recommend that you consult a notary. Thanks to his expertise, he will be able to adapt the articles of association to the reality of the project and anticipate any difficulties. The division of shares, the decision to sell the property, the entry or exit of a partner... these are all situations which, if properly managed from the outset, will avoid tensions and blockages later on.
Simplified, but regulated, SCI creation
To legally exist, an SCI must be registered. Since 2023, this process has been handled by the INPI's one-stop shop. Once the legal notice has been published and the file transmitted, the company receives its Kbis extract, a true identity card. It can then open a bank account to receive the partners' contributions and pay property-related costs.
In addition to the creation phase, the SCI is also characterized by its flexibility in terms of management and transfer. If a partner withdraws, it is possible to sell his or her shares without having to sell the property in its entirety, as would be necessary in joint ownership. The transfer of shares can be organized freely between associates, subject to compliance with the clauses set out in the articles of association, notably the approval clause. This enables the company to continue to exist even if a member leaves, and offers great fluidity in the management of the collective real estate project.
This transferability also facilitates asset management: SCI shares can be transferred to heirs or third parties within a flexible legal framework, making the société civile immobilière particularly well-suited to family projects or projects between close relations.
Day-to-day SCI management: flexibility and organization
Day-to-day management of the société civile immobilière is handled by one or more managers, chosen from among the associates or from outside the group. Their role, defined in the articles of association, can be limited according to the wishes of the members. For example, a manager may be prohibited from buying or selling a property without the approval of the general meeting.
Every major decision, such as major works or the sale of a property, is subject to a vote by the associates. The weight of each vote depends on the number of shares held in the share capital. This flexible, democratic operating model is ideally suited to collective projects.
There are two possible tax regimes. By default, the SCI is fiscally transparent: income, notably rental income, is taxed in the hands of the partners. However, it is also possible to opt for corporate income tax, a choice that should be considered in light of your investment objectives.
Anticipating the unexpected to preserve harmony
Even the best-prepared projects are not immune to change. A partner may move, want his stake back, or no longer share the same vision as the rest of the group. That's why it's so important to anticipate these changes when drafting the articles of association.
It is therefore possible to opt for an open SCI , favoring the entry of new associates, or for a closed SCI, with stricter approval rules. Specific clauses can also be included to deal with the departure of a member, such as the right to buy back shares from others, staggered payment terms or recourse to a mediator in the event of conflict.
Even providing for the company's dissolution can help protect the collective investment. The death of a partner, a major disagreement or a change of direction can thus be dealt with methodically, while respecting everyone's commitments.
An inspiring example: the SCI
Julien, Camille, Théo and Lili, four lifelong friends, made their dream come true by buying a vacation home in Brittany together. By setting up an SCI, each of them was able to contribute a different sum, translated into shares. The articles of association, drawn up with the help of their notary, provided for balanced governance, equitable use of the property and clear exit procedures.
When Théo decided to retire three years later, everything went smoothly. His share was bought by Lili, in accordance with the agreement clause. The SCI continues, and above all, the friendship endures.