Until 27 June 2026, the shares of a French property-holding company could be transferred by a simple private agreement signed between the parties, prepared without any lawyer, notary or accountant. Many foreign owners of French real estate have used exactly that route: instead of selling the property, they sold the shares of the société civile immobilière (SCI) (a French non-trading private company holding real estate) that owned it. Law no. 2026-534 of 25 June 2026, on the fight against social and tax fraud, has closed that door. Its article 68 inserts a new article 1865-1 into the French Civil Code which now imposes, on pain of nullity, a specific form for any transfer of shares or stock in a société à prépondérance immobilière (a company whose main asset is French real estate). The same law adds article 635-0 A to the General Tax Code, making registration of the transfer conditional on producing the qualifying deed. In practice, since 27 June 2026, a private share deal prepared between two individuals no longer works: the transfer must be drawn up by a notaire (a French public officer), by an avocat (a French lawyer) under the countersigned-deed regime, or, in limited cases, by a chartered accountant. For British, American or Australian owners who hold their French house or flat through a company, this changes who must be involved, how long completion takes and what happens if the form is wrong. This article sets out the new rules and the case law surrounding them, based on the texts and decisions actually obtained from the official French sources for this publication. It does not contain tax advice; the tax consequences mentioned here are described so that you can identify the questions to put to a qualified professional.

This development sits in a broader reform affecting non-resident owners of French real estate through companies, from reporting duties to transfer formalities. Our firm’s real estate practice covers the purchase, holding and sale of French property for international clients; the page on real estate law attorneys in Paris summarises how the firm assists foreign owners and buyers throughout these transactions.

I. A mandatory form for share transfers in real-estate companies

A. What article 1865-1 of the Civil Code now requires

The new rule is short but absolute. Article 1865-1 of the French Civil Code, in force since 27 June 2026, opens with the words: « A peine de nullité, la cession de parts sociales ou d’actions d’une personne morale à prépondérance immobilière, au sens du 2° du I de l’ article 726 du code général des impôts, est constatée par : 1° Un acte authentique ; 2° Un acte contresigné par avocat, au sens de l’ article 1374 du présent code » — which means that, failing which the transfer is void, a transfer of shares or stock of a real-estate-dominated company must be recorded either in an acte authentique (a deed executed by a notaire) or in an acte contresigné par avocat (a private deed countersigned by lawyers), within the meaning of article 1374 of the same code. A third route exists: a private deed drafted by a chartered accountant (expert-comptable), but only where that profession is legally authorised to draft the act, within the strict bounds of its accounting mission. The text adds that the professionals involved must act in accordance with the vigilance, declaration and information obligations of Title VI of Book V of the Monetary and Financial Code — the French anti-money-laundering and counter-terrorist-financing framework.

The scope of the rule matters more than its wording. Article 1865-1 borrows its definition of a real-estate-dominated company from article 726 of the General Tax Code, which states that a legal person is at real-estate predominance where its assets are, or were during the year preceding the transfer, mainly composed of buildings or real-estate rights located in France, in the words of the text: « dont l’actif est, ou a été au cours de l’année précédant la cession des participations en cause, principalement constitué d’immeubles ou de droits immobiliers situés en France » — the definition also catching participations in other companies that are themselves real-estate-dominated. In plain terms, the rule catches the overwhelming majority of French property companies: the classic SCI holding a holiday home, an apartment or a rental building, but equally a limited company or a simplified joint-stock company whose balance sheet is mainly French real estate. Companies listed on a regulated market are outside the definition, as the same article excludes companies whose securities are traded on such markets. Article 1865-1 also excludes transfers of shares or units of collective investment schemes governed by article L. 214-1 of the Monetary and Financial Code.

For a foreign owner, the practical consequence is immediate. The informal share sale — two signatures on a document drafted by a friend or found online, money transferred, shares handed over — is no longer a valid transfer of a French property company. The deed itself must come from one of the three regulated professionals. Article 1374 of the Civil Code describes what the lawyer route means: « L’acte sous signature privée contresigné par les avocats de chacune des parties ou par l’avocat de toutes les parties fait foi de l’écriture et de la signature des parties, tant à leur égard qu’à celui de leurs héritiers ou ayants cause. » The private deed countersigned by the lawyers of each party, or by the lawyer of all parties, carries full evidential force as to the writing and the signatures, and benefits from the evidentiary protections reserved to lawyers’ deeds. This is not a rubber stamp: the lawyer or notaire must identify the parties, check the ownership chain and the value, and apply the anti-money-laundering vigilance duties mentioned in the new text — which is precisely the purpose of the reform, as the preparatory work of Law no. 2026-534 on the fight against social and tax fraud makes clear.

Two points deserve emphasis for readers used to common-law conveyancing. First, the notaire and the avocat are not interchangeable in all respects. A notarial deed (acte authentique) gives the deed special probative force and is the only one of the three instruments that can be enforced without a court decision; a lawyer-countersigned deed is faster and cheaper in most cases, and is expressly accepted by article 1865-1. Second, the reform does not concern the purchase and sale of the property itself, which follows the ordinary French sale process; it concerns only the transfer of the company that owns it. Buyers and sellers who prefer a direct property sale can use the classic route described in our guide to French real estate law, available on the business and corporate law practice page alongside the firm’s company-law services, since the two routes — asset deal or share deal — are now subject to clearly different formalities.

B. The double sanction: nullity of the deed and blocked registration

Article 1865-1 makes the form a condition of validity, not a mere formality. A transfer recorded in none of the three permitted instruments is null. The sanction is reinforced on the tax side. New article 635-0 A of the General Tax Code, also in force since 27 June 2026, provides: « L’enregistrement des cessions mentionnées à l’ article 1865-1 du code civil est subordonné à la présentation de la copie de l’acte authentique ou de l’acte contresigné par avocat ou, le cas échéant, de l’acte sous signature privée rédigé par un expert-comptable. » Registration of the transfer with the tax authorities is conditional on producing a copy of the notarial deed, the lawyer-countersigned deed or, where applicable, the private deed drafted by the chartered accountant. A transfer that ignores the new form therefore fails twice: the deed can be annulled, and the registration that makes the transfer enforceable against third parties cannot be completed.

Registration is not optional in a French share deal. Under article 726 of the General Tax Code, transfers of shares in real-estate-dominated companies attract a 5 per cent registration duty computed on the price, while ordinary share transfers attract a 3 per cent duty with an allowance of €23,000 apportioned per share. The same article contains a provision of direct interest to non-residents: « Lorsque les cessions de participations mentionnées au 2° du I sont réalisées à l’étranger, elles doivent être constatées dans un délai d’un mois par un acte reçu en la forme authentique par un notaire exerçant en France. » Where the transfer of a participation in a real-estate-dominated company is executed abroad — typically because the seller lives in London, New York or Sydney and signs there — it must be recorded within one month by a deed in authentic form executed by a notaire practising in France. A foreign owner therefore cannot complete the formalities from a distance without a French notaire being involved, and the one-month period starts running from the signature abroad. The same article requires the deed and declarations to state expressly whether the company qualifies as a real-estate-dominated company, whether the shares confer a right to use specific buildings, and whether the buyer assumes debts owed to the seller.

There is a tax dimension here that this article deliberately does not develop, because the tax treatment of a share sale by a non-resident depends on personal circumstances, treaty protection and the structure of the company. What matters for the present purpose is the civil-law consequence: the validity of the transfer and its registration now both depend on the form chosen. A seller who discovers the defect months later may face an annulment claim rather than a quiet re-registration, and a buyer who has paid the price may find that the company’s ownership registers still show the seller as shareholder. The double sanction of article 1865-1 and article 635-0 A makes the form a genuine condition of the deal, which is why practitioners describe the reform as the end of the private share transfer for French property companies.

II. Practical consequences for foreign owners and buyers

A. Structuring a compliant transfer in 2026

The first step in any share transfer of a French property company remains the company’s own rules. Article 1861 of the Civil Code provides: « Les parts sociales ne peuvent être cédées qu’avec l’agrément de tous les associés. » Shares in a civil company can only be transferred with the approval of all the shareholders, although the articles of association may provide for approval by a determined majority, by the managers, or may dispense with approval for transfers to shareholders, to a spouse or, unless the articles provide otherwise, to the seller’s ascendants or descendants. The proposed transfer must be notified, together with the request for approval, to the company and to each shareholder. For a foreign owner, this is often the first practical obstacle: a transfer agreed between two parties collapses if the approval procedure set out in the articles has not been followed, or if the notification cannot be served because co-shareholders’ addresses are outdated. The deed prepared by the notaire or the avocat will normally incorporate the evidence of this approval, but the parties should verify the articles before agreeing on the price, not after.

The price clause deserves equal attention. Article 1843-4 of the Civil Code provides that where the law refers to it for fixing the price of a transfer of shares, or their repurchase by the company, the value is determined, in the event of dispute, by an expert appointed by the parties or, failing agreement, by order of the president of the competent court, without any possible appeal against that appointment, and the expert must apply the valuation rules set out in the articles or in any agreement binding the parties. Foreign owners frequently discover this mechanism when a co-shareholder disputes the agreed price, and it interacts with the tax rules on derisory prices examined below. The practical advice is plain: agree the valuation method in writing, keep the basis of the price, and expect the tax administration or a disgruntled co-shareholder to test a low price against the company’s real estate value.

The sequencing of the transaction now follows a fixed order. The parties sign the transfer instrument in one of the three forms of article 1865-1 — a notarial deed, a lawyer-countersigned deed or an accountant-drafted deed where authorised; the approval and notification requirements of article 1861 are satisfied; the deed is filed for registration under article 635-0 A, and the transfer duties under article 726 are paid; if the deed was executed abroad, the one-month notarial requirement applies; and finally the transfer is published so as to be enforceable against third parties. Article 1865 of the Civil Code governs that last stage. In its decision of 25 May 2022, the third civil chamber of the Court of cassation held: « il résulte de l’article 1865 du code civil que la publication de l’acte de cession de parts sociales au registre du commerce et des sociétés est destinée à assurer l’opposabilité de l’acte aux tiers » (Cass. 3e civ., 25 May 2022, no. 21-12.238, published in the Bulletin) — publication of the transfer deed in the trade and companies register serves only to make the deed enforceable against third parties. The same decision adds that the presumption of knowledge arising from that publication does not operate between the parties to the deed themselves, a rule which protects a seller who only discovers years later that a forged transfer was published. The practical consequence for a buyer is that publication completes, but does not create, the transfer; the validity of the transfer rests on the instrument signed under article 1865-1.

B. The traps courts already police: consent, approval, price and fraud

The new formality rules join an existing body of case law that regularly annuls share transfers. The starting point is consent. The same decision of 25 May 2022 concerned a shareholder whose signature on a 2005 transfer deed had been falsified; the Court held that an action for nullity based on absence of consent is a relative nullity subject to the five-year limitation period, which runs only from the day the party discovered the falsified signature. Where no consent was ever given, the deed can still be annulled years later, because the five-year clock does not run from the date of the forged instrument but from actual discovery. A court of appeal applied the same logic in April 2026, annulling a transfer deed of a property company’s shares and the associated shareholders’ resolutions after finding that the outgoing shareholder had not signed the act (CA Riom, 22 Apr. 2026, no. 25/00754), on the basis of article 1178 of the Civil Code, under which a contract that does not meet the conditions for its validity is null and the annulled contract is deemed never to have existed. For a foreign buyer, the lesson is verification of signatures and identity — a step that the professional drafting the instrument under article 1865-1 will now have to perform as part of the vigilance duties.

Approval and withdrawal procedures are a second classic trap. In a decision published in the Bulletin, the third civil chamber held that an associate who had entered into a withdrawal procedure with repurchase of his shares, accepted by the SCI, could not transfer those shares to a third party while that procedure was pending: « la procédure de cession desdites parts à un tiers, initiée par M. [C] [T] en méconnaissance de la procédure de retrait en cours acceptée par la SCI, devait être annulée » (Cass. 3e civ., 25 May 2023, no. 22-17.246). A seller who has already triggered an exit mechanism cannot quietly sell to an outside buyer at the same time. On the notification side, the commercial chamber has drawn the boundary of who may invoke the nullity of a transfer made without the required notifications: « seuls la société ou chacun des associés, à qui le projet de cession de parts sociales d’une société à responsabilité limitée à des tiers étrangers à celle-ci doit être notifié, peuvent, à défaut de notification, en poursuivre l’annulation » (Cass. com., 12 Feb. 2025, no. 23-13.520, published in the Bulletin). Only the company or the shareholders to whom the proposed transfer had to be notified may seek annulment on that ground; a seller who signed cannot later rely on the failure to notify as a way out of the deal. Transposed to the 2026 formality, the same logic will apply: the nullity of article 1865-1 protects the parties and third parties, not a party trying to escape a bad bargain.

Misrepresentation and price are the third trap, and the most litigated. The Pau court of appeal examined a claim where the buyer of property-company shares alleged she had been deceived as to the substance of the company’s real-estate project, the court discussing at length whether the silence of the seller on the uncertainty of the projected acquisition constituted a réticence dolosive (fraudulent concealment) vitiating consent (CA Pau, 9 Dec. 2025, no. 24/01547). On price, the Aix-en-Provence court of appeal annulled transfers of property-company shares made for a derisory price, on the basis of article 1591 of the Civil Code, which requires a serious price in a sale (CA Aix-en-Provence, 30 Apr. 2026, no. 22/00244); the Douai court of appeal had earlier examined a transfer of the bare ownership of 1,652 shares of a property company for one euro each, upholding the tax administration’s position that the price was derisory and re-characterising the operation (CA Douai, 18 Sep. 2025, no. 22/03186). For foreign owners these cases carry a warning that the new formality has not changed: the professional who drafts the deed under article 1865-1 will verify value and consent, and a share deal priced far below the value of the underlying French property is exposed to annulment and to tax re-characterisation.

Finally, the courts maintain a firm distinction between the company and the property it owns, which matters when the parties try to import property-sale rules into a share deal. The commercial chamber, asked whether a pension fund’s tax exemption for property acquisitions extended to the purchase of the shares of a property-holding SCI, held that the exemption did not apply: « l’article 1084 du code général des impôts ne concerne que les acquisitions d’immeubles et non l’acquisition de parts sociales d’une société, quand bien même il s’agirait d’une société à prépondérance immobilière ou d’une société civile immobilière » (Cass. com., 9 Jul. 2025, no. 24-10.684, published in the Bulletin). Buying the shares of a real-estate company is not, in the eyes of the law, the same operation as buying the building, whatever the economic equivalence; the distinction runs through the registration duties, the exemptions and now the formalities of article 1865-1. Buyers who want the protections of the ordinary property sale — the cooling-off period, the diagnostics, the notaire’s due diligence on title — should consider buying the property directly rather than the company, and should obtain advice on which route suits their situation before the structure is fixed.

Conclusion

Since 27 June 2026, the transfer of shares in a French real-estate company can no longer be a private arrangement. Article 1865-1 of the Civil Code imposes, on pain of nullity, a deed drawn up by a notaire, countersigned by lawyers, or drafted by a chartered accountant within the narrow bounds of that profession’s authorisation, and article 635-0 A of the General Tax Code makes registration conditional on that deed. The reform does not change the underlying economics of the share deal — the approval of co-shareholders under article 1861, the valuation mechanism of article 1843-4, the 5 per cent registration duty and the one-month notarial recording for deeds signed abroad all remain — but it adds a formal condition whose sanction is the loss of the transfer itself. The case law obtained for this article shows the same judges annulling transfers for lack of consent, ignoring withdrawal or approval procedures, and testing derisory prices against the value of the underlying property. For a foreign owner, the safe sequence is now: verify the articles and the approval procedure, agree the valuation in writing, have the instrument drawn up in one of the three forms, register it, and publish it. Each stage has a sanction attached, and the whole transaction should be prepared with a professional before the price is agreed and before any signature is given, including abroad, where the one-month notarial requirement applies. The firm’s real estate law practice assists non-resident owners and buyers with the structuring, drafting and registration of these transfers under the new rules.