A French société civile immobilière (SCI) is a civil property company. British families often use one to hold a French home or rental property, but an SCI still needs a legally appointed gérant, meaning its statutory manager and representative. When that person dies, the property does not automatically pass to the family, the heirs do not automatically become managers, and a bank or notary may refuse instructions until the company’s representation is regularised. The post-Brexit element is practical as much as legal: the shareholders may be in the United Kingdom, the death certificate may be British or French, the estate may involve a UK executor, and signatures and translations may have to cross the Channel. This guide addresses the narrow emergency that follows the death of an SCI manager. It explains what remains possible, which documents to assemble, how British shareholders can take a decision from the UK, and what to do if nobody can convene the meeting. It does not deal with buying a property through an SCI or with creating a company. Those are separate questions. The immediate objective is to restore a valid manager, make the change public, and give the bank, notary, insurer and public authorities a document they can rely on.
I. What happens to a French SCI when its manager dies?
A. Does the SCI stop existing, and who can act immediately?
The first distinction is between the company and the person who managed it. The death of the gérant ends that person’s function, but it does not, by itself, transfer the office to the deceased person’s spouse, children, executor or other heirs. Nor does it automatically dissolve the SCI. The company remains the owner of its assets and remains responsible for its contracts, taxes, insurance and debts. The practical difficulty is that the company may have lost the person entitled to sign for it.
The starting point is Article 1846 of the French Civil Code. It states that the company is managed by one or more persons, whether shareholders or not, appointed by the articles, by a separate instrument or by a shareholders’ decision. The French expression statuts means the company’s articles. They are not a formality to leave in a drawer: they determine the number of managers, the method of appointment, the voting threshold, the length of the appointment and the way decisions are recorded.
« La société est gérée par une ou plusieurs personnes, associées ou non, nommées soit par les statuts, soit par un acte distinct, soit par une décision des associés. »
That rule has two immediate consequences for a British family. First, a shareholder does not need to live in France to participate in the replacement process. Secondly, a shareholder does not become a manager merely because the previous manager has died. Until a replacement is appointed, the company may be unable to make ordinary decisions that require a representative’s signature. A shareholder should therefore avoid signing a sale, lease, bank instruction, tax form or insurance amendment as if he or she were already the gérant. A document signed without authority can create a dispute at the very moment when the family needs a clean record. For the wider question of whether a French SCI is suitable for a British family, see our guide to inheritance, control and exit risks.
If the SCI had several managers, the position may be less urgent. The surviving manager or managers may retain authority, subject to the articles and the limits imposed by French law. Article 1848 of the Civil Code provides, in the relations between shareholders, that a manager may perform the management acts required by the company’s interest. Where there are several managers, they exercise those powers separately unless the articles provide another administrative arrangement.
« Dans les rapports entre associés, le gérant peut accomplir tous les actes de gestion que demande l’intérêt de la société. »
This does not mean that a surviving co-manager can ignore the articles or use the death as an opportunity to change the company’s purpose. It means that the SCI should be checked before anyone tells the bank that it is frozen. A co-manager may be able to pay an insurance premium, protect the building, deal with a tenant or sign an ordinary management document. A bank may still request the death certificate and an updated company extract before changing its mandate. A notary handling a transfer of shares or a property matter may ask for the same evidence.
With third parties, the rule is set out in Article 1849 of the Civil Code. The manager binds the company by acts falling within its corporate purpose. The French term objet social means the purpose written in the articles. Internal restrictions on a manager’s powers may not be opposable to a third party, but that protection does not appoint a new manager after death and does not authorise a shareholder to impersonate the former one.
« Dans les rapports avec les tiers, le gérant engage la société par les actes entrant dans l’objet social. »
There is also a responsibility issue. Article 1850 of the Civil Code makes each manager individually responsible to the company and to third parties for breaches of law or regulation, breaches of the articles and management faults. The safe response to a vacancy is therefore controlled preservation: keep insurance in place, secure the property, preserve accounting and banking records, answer urgent notices through a person with authority, and obtain advice on any act that cannot wait. It is not to let an heir start signing indefinitely because the company has a mortgage or a tenant.
« Chaque gérant est responsable individuellement envers la société et envers les tiers, soit des infractions aux lois et règlements, soit de la violation des statuts, soit des fautes commises dans sa gestion. »
The death of the manager must also be separated from the death of a shareholder. If the deceased held parts sociales, meaning shares in the SCI, those shares form part of the estate and may be subject to succession rules, the articles’ approval clause and a notarial process. The people who inherit the shares are not necessarily the people who may immediately exercise every voting right. If the deceased was only the manager and held no shares, the estate question may be simpler, while the surviving shareholders can focus on appointing a replacement. If the deceased was both manager and a major shareholder, the family should not treat those two legal positions as one.
The same distinction applies to a UK executor. An executor administers an estate under the relevant succession system; that title does not automatically make the executor a French SCI manager. The executor may need to prove his or her authority to a French notary, bank or company professional. Conversely, a surviving British shareholder may have full voting rights but no power to sign for the SCI until appointment. The documents and the articles decide which problem exists.
Finally, the vacancy should not be allowed to drift. Article 1846-1 of the Civil Code provides a long-stop rule: subject to the cases covered by Article 1844-7, a court may pronounce early dissolution at the request of an interested person when the company has been without a manager for more than one year. That is not an automatic dissolution after twelve months, and it is not a reason to wait. It is a warning that a missing manager can become a structural threat to the SCI.
« Hors les cas visés à l’article 1844-7, la société prend fin par la dissolution anticipée que peut prononcer le tribunal à la demande de tout intéressé, lorsqu’elle est dépourvue de gérant depuis plus d’un an. »
B. Which documents must British shareholders secure before the meeting?
The first document is proof of the death. If the death occurred in France, the local civil registry generally issues a French death certificate. If the death occurred in the UK, obtain the relevant UK certificate and ask the recipient in France exactly what form it accepts. GOV.UK explains that a death in France is registered locally, that certificates are normally in French, and that extra copies may be requested for organisations that must be informed. Its guidance is available in When someone dies in France.
Do not assume that a scan of a certificate will satisfy every recipient. A notary, bank or filing professional may request an original, a certified copy, an apostille or legalisation, and a French translation prepared by a sworn translator. An apostille is an official certificate attached to a public document to confirm the origin of the signature or seal. GOV.UK’s document legalisation guidance says that a UK public registry document, including a death certificate, can be submitted to the Legalisation Office and that an apostille may be attached after the signature, stamp or seal has been checked. The person asking for the document must be consulted first: a paper apostille, a certified copy or a particular translation may be required, and a UK death certificate is not the same thing as proof that an heir may vote in the SCI.
Assemble a company file before asking for signatures. It should normally contain the original articles and every amendment, the deed or minutes that appointed the deceased manager, the latest available extrait Kbis or RNE record, the SCI’s SIREN number, the registered office, the share distribution and any transfer or approval documents. A Kbis is the official extract traditionally used to identify a registered company. The RNE is the national business register. The SIREN is the company’s nine-digit identification number. These are practical identifiers, not substitutes for reading the articles.
Also collect the shareholder file: passport or identity card, address, email and telephone details, proof of the number of shares held, and any power of attorney. A power of attorney is a written authority allowing another person to act within a defined scope. It should say whether the representative may attend the meeting, vote for a manager, sign the minutes and submit the filing. A general family email saying “please deal with the SCI” is a poor substitute for a precise mandate.
If the deceased was a shareholder, add the estate documents separately. Depending on the situation, that may include a will, a certificate of inheritance, a deed of notoriety or an equivalent document identifying successors, and written confirmation from the notary about who may exercise rights attached to the shares. The precise document depends on the succession, the deceased’s habitual residence, the applicable law, the articles and whether the heirs have accepted or renounced the estate. The British desk must not collapse a French company question into a simple assumption that the eldest child or the executor can vote.
For a British shareholder who is a company rather than an individual, request the UK company’s current public-register evidence, its constitutional documents and a board or member resolution confirming the person authorised to sign. That is not a company-formation exercise; it is proof of the identity and authority of an existing shareholder. The French recipient may also request a translation, certification or legalisation of those documents. Check the required format before paying for an apostille.
The proposed replacement manager needs a separate pack. For an individual, prepare full legal name, former or birth name if requested, date and place of birth, nationality, address, acceptance of the function and any declaration of non-conviction and parentage required by the filing. For a corporate manager, obtain the company’s legal name, form, registered office, registration number and evidence of its representative. Service-Public’s current business-formality guidance explains that a change affecting a manager requires an online filing and identification of the relevant persons. Check the live instructions on Service-Public Entreprendre before submitting the dossier.
Prepare the practical file at the same time. Include the bank’s most recent mandate, insurance policy, mortgage or loan correspondence, tax account references, property manager or tenant contact details, current accounts, unpaid invoices, the latest accounts and any deadline that would expose the property or company to loss. These documents do not prove that someone is the manager. They allow the new manager to understand what must be protected once the appointment is effective.
There is a difference between evidence for the appointment and evidence for a third party. The shareholders need enough evidence to take a valid decision. The bank may then ask for the signed minutes, the death certificate, the new manager’s identity papers, the updated Kbis or RNE record and the published notice. The notary may ask for the succession file and the share ownership evidence. The tax authority may use another channel. Sending one large unindexed bundle to every institution creates delays; send a short cover letter identifying the exact change and attach only the documents that prove it.
Check the articles for four points before fixing a meeting: who may convene shareholders, the notice method and period, whether a proxy or electronic participation is allowed, and the majority needed to appoint a manager. Also check clauses on a manager who is a shareholder, the death of a shareholder, approval of heirs, the number of managers, and the registered office. If the articles conflict with the current registry record, record the discrepancy and obtain advice before relying on the easier version.
A final point concerns confidentiality. A death certificate, passport and estate papers contain personal data. Send them through a secure channel to the notary, bank, filing professional or lawyer who actually needs them. Keep a dated list of what was sent, to whom and for what purpose. A British family dealing with a French company remotely needs an audit trail because a later refusal often turns on whether the recipient received the right document, not simply whether a document existed somewhere in an email chain.
II. How can British shareholders appoint and register a replacement manager?
A. How should the shareholders call and pass the decision from the UK?
Begin with the articles, then compare them with the default rules. Under Article 1846, unless the articles say otherwise, the manager is appointed by a decision of shareholders representing more than half of the shares. This is a majority of shares, not necessarily a majority of people. A family with four shareholders may therefore reach a different result from a family with four equal votes if one person holds 60 per cent of the parts sociales. The minutes should state the share count used, the attendance or representation and the result.
« Sauf disposition contraire des statuts, le gérant est nommé par une décision des associés représentant plus de la moitié des parts sociales. »
That default threshold is only a starting point. The articles may require a larger majority, unanimity, a particular notice, or a special procedure after the death of a manager. They may also specify whether the manager is appointed in the articles or by a separate act, and whether the appointment lasts for a fixed period or for the duration of the company. The resolution should not simply say “the family appoints X”. It should identify the SCI, its registered office and registration number, the former manager, the date and fact of death, the new manager’s full identity, the start date, the duration, the scope of the appointment and the person authorised to complete the formalities.
French law provides more than one way to express a decision. Article 1853 of the Civil Code says that decisions are taken by shareholders meeting in an assembly, while allowing the articles to provide for written consultation, including electronic consultation, according to the periods and methods they define. The articles therefore matter when the shareholders are in London, Manchester, Edinburgh or elsewhere in the UK. Remote participation is not a universal shortcut; it must fit the company’s contractual rules and the recipient’s ability to verify the signatures.
« Les décisions sont prises par les associés réunis en assemblée. Les statuts peuvent aussi prévoir qu’elles résulteront d’une consultation écrite, y compris par voie électronique, selon les délais et les modalités qu’ils définissent. »
When every shareholder can agree, an even shorter route may exist. Article 1854 of the Civil Code provides that decisions may result from the consent of all shareholders expressed in an instrument. The French word acte means a formal written instrument in this context. It should not be confused with a casual email approval. The instrument must identify the company, the shareholders, their capacity, the decision, the date and the signatures. If a shareholder signs through a representative, attach the power of attorney. If the recipient requires a particular electronic-signature level or a paper original, meet that requirement rather than assuming that a PDF is sufficient.
« Les décisions peuvent encore résulter du consentement de tous les associés exprimé dans un acte. »
A sensible remote sequence is as follows. One shareholder prepares a short notice and circulates the articles, the death evidence and the proposed resolution. Each shareholder confirms the number of shares relied upon and whether the deceased held shares. If the estate affects the vote, the notary confirms who may participate before the decision is signed. The shareholders then use the method authorised by the articles: an assembly, a written consultation or, where every shareholder agrees, a unanimous instrument. The minutes should record any abstention, proxy, objection or reservation. A disagreement hidden from the minutes often becomes a bank or registry problem later.
Do not use the meeting to settle every family dispute. The appointment resolution should restore representation. A separate resolution can deal with accounts, a property manager, a lease, a share transfer or a distribution if the articles and voting rules permit. Combining an urgent manager appointment with a disputed inheritance settlement gives the dissenting party a larger target and may delay the one decision the company needs first.
The new manager should sign an acceptance or appointment document in the requested form. If the manager lives in the UK, list the UK address accurately and keep evidence of identity and nationality ready. If the manager lives in France, use the address required by the filing. If the manager is a professional who will also deal with the property, distinguish the company office from any separate service agreement. Appointment as gérant is a corporate function; it does not itself grant a mandate to act for individual shareholders or heirs.
After the vote, prepare a clean filing bundle. It commonly includes the signed minutes or instrument, the updated articles if they changed, the new manager’s identity and declarations, the death evidence for the departing manager and the publication evidence. The official French business portal is the guichet unique, meaning the single online portal for business formalities. Service-Public states that company modifications must be made through that portal and lists changes to management, articles and beneficial-owner information among the modifications handled there. The current instructions are available on Service-Public Entreprendre: creation, modification or cessation of a business.
The filing is not merely an administrative afterthought. Under Article 1846-2 of the Civil Code, the appointment and cessation of a manager must be published. The public record allows third parties to identify the person who may now represent the SCI. A legal notice, called an annonce légale, may be required in addition to the online filing. The formalities provider should use the exact name, legal form, registered office, registration details and effective date shown in the resolution.
« La nomination et la cessation de fonction des gérants doivent être publiées. »
Article 1846-2 also contains an important consequence of regular publication. Once the decisions have been regularly published, neither the company nor third parties may rely on an irregularity in the appointment or cessation to escape their commitments. That does not cure a fundamentally invalid vote, and it does not excuse a false statement. It explains why publication should follow the actual decision promptly and why the public record should not be left to show a dead manager for months after the family has appointed someone else.
« Ni la société, ni les tiers ne peuvent, pour se soustraire à leurs engagements, se prévaloir d’une irrégularité dans la nomination des gérants ou dans la cessation de leur fonction, dès lors que ces décisions ont été régulièrement publiées. »
Once the filing is accepted, request the updated company extract and send a controlled notice to the bank, insurer, property manager, accountant, tax contact, tenant and notary. Ask each recipient to confirm what it needs to update its mandate. A bank may require its own forms and a fresh specimen signature. A notary may need succession evidence even after the manager has been replaced because the deceased may also have held shares. A tenant does not need the family’s entire estate file; the tenant needs a reliable company contact and payment instructions issued by the new manager.
The manager’s authority still has limits. Article 1849 links the company’s commitment to acts entering the corporate purpose, and Article 1851 deals with revocation. If the family appoints someone only to restore administration, record that the person must follow the articles and shareholder decisions. If the new manager later needs to be replaced, the articles and the Civil Code procedure apply again. A succession emergency should not create a permanent governance ambiguity.
B. What if nobody can convene the meeting or the bank refuses to act?
The most common practical block occurs when the SCI has a sole manager, the shareholders are divided, the shares of one shareholder are tied up in the estate, or the bank will not recognise anyone as able to call a meeting. French law provides a targeted court fallback. The final paragraph of Article 1846 of the Civil Code states that, if the company has no manager for any reason, any shareholder may convene the shareholders. If that cannot be done, the shareholder may ask the president of the court, ruling on a requête, to appoint a mandataire for the sole purpose of doing so and appointing one or more managers.
« Si, pour quelque cause que ce soit, la société se trouve dépourvue de gérant, tout associé peut réunir les associés ou, à défaut, demander au président du tribunal statuant sur requête la désignation d’un mandataire chargé de le faire, à seule fin de nommer un ou plusieurs gérants. »
A requête is a written application made to the court under the special application procedure; a mandataire is a person appointed to carry out the defined task. The order is not a blank cheque for one shareholder to take control of the property. The statutory purpose is narrow: enable the shareholders to be brought together so that a manager can be appointed. The application should explain the SCI’s identity, the death, the vacancy, the shareholding, the attempts to convene the shareholders, the urgency and the relief requested. Attach the articles, company extract, death evidence, shareholder evidence and correspondence showing why the normal route has failed.
The relevant court depends on the SCI’s registered office and the application’s procedural basis. Do not send a generic letter to a court in the UK because the shareholders live there. The application should be addressed through a French lawyer or other qualified professional able to identify the competent court and the correct filing channel. The fact that a property is in a particular département may matter, but the company’s registered office and the wording of the application must be checked. The court order should be kept with the company records and presented to the person who will organise the meeting.
The court fallback is also different from a request to force a bank to release funds. A bank may legitimately ask for proof of the death, the appointment order, the minutes and the updated registry record. If a payment is urgent, send the bank a dated notice of the vacancy and ask it to identify its temporary preservation procedure. Do not ask an employee to “make an exception” without a written record. If the bank refuses after the manager is properly appointed, that becomes a separate dispute concerning the bank mandate, compliance evidence or an unpaid obligation. Keep it separate from the corporate appointment.
Use a strict escalation timetable. On day one, secure the death certificate, preserve insurance and property evidence, notify the notary and collect the articles. Next, determine whether a co-manager can act or whether a shareholder can convene the meeting. Then circulate the resolution and request missing estate evidence. If a shareholder cannot or will not convene the meeting, record the refusal and move to the court application. After the resolution, submit the publication and guichet unique filing, then obtain the updated extract. There is no universal statutory 48-hour deadline that turns every manager death into a court emergency, but a mortgage payment, insurance expiry, tax deadline, tenant notice or threatened enforcement may justify urgent handling.
When the deceased was also a shareholder, the court application must describe that fact precisely. The aim is not to pretend that the estate does not exist. The aim is to distinguish the issue of who may vote the deceased’s shares from the issue of who may call the remaining shareholders when the company has no manager. A notary may need to identify heirs or a representative; an approval clause may govern entry into the SCI; the articles may provide a continuation mechanism. If the surviving shareholders appoint a manager while omitting a person who had a necessary voting right, the appointment may be challenged. The correct response is an evidence-based decision, not a rushed assumption.
There is a second danger: leaving the court route until the company has accumulated a year without a manager. Article 1846-1 allows a court to pronounce early dissolution on the application of an interested person after more than one year without a manager, outside the cases referred to in Article 1844-7. Dissolution starts a different process and can jeopardise the family’s ability to manage the property through the SCI. It should not be treated as the normal answer to a vacancy.
Article 1851 is useful when the dispute concerns the person who remains in office rather than a death. It says that, unless the articles provide otherwise, a manager may be revoked by a decision of shareholders representing more than half of the shares, and that a manager may also be revoked by the courts for legitimate cause at the request of any shareholder. That rule does not allow a shareholder to declare a deceased manager “revoked” as a shortcut. Death and revocation should be recorded accurately because they have different evidence and different consequences.
« Sauf disposition contraire des statuts le gérant est révocable par une décision des associés représentant plus de la moitié des parts sociales. »
Once the replacement has been registered, review the company’s governance before closing the file. Consider appointing a co-manager if the articles and family arrangement make that sensible, updating the emergency contact, storing the company documents in France and the UK, and recording who can access the bank and tax accounts. Consider a succession conversation about the shares, but do not rewrite the company’s articles or transfer property in an emergency without separate legal, tax and notarial advice. A manager vacancy is often a symptom of an unrecorded family plan. The remedy should restore control while leaving the larger estate and tax questions in their proper place.
For a British shareholder, the final checklist should fit on one page:
- confirm whether the deceased was manager only or manager and shareholder;
- obtain the death certificate in the form accepted by the French recipient;
- check whether legalisation, an apostille and a French sworn translation are required;
- read the articles for convening, voting, proxies, electronic decisions and succession clauses;
- identify the shares that can vote and the person authorised to represent any estate;
- choose a replacement whose identity and declarations can be filed;
- sign minutes or a compliant instrument and preserve the evidence of every signature;
- publish the appointment and file the management change through the guichet unique;
- obtain the updated Kbis or RNE record and update the bank, insurer, notary and other counterparties;
- if the meeting cannot be convened, prepare the Article 1846 court application without waiting for the one-year risk.
This checklist is deliberately narrower than a full French property or succession plan. It answers the practical question that blocks the SCI first: who has authority to make the company speak again? Once that question is answered, the family can address share transmission, UK and French tax reporting, the will, financing and the property itself with the correct person signing for the company.
Conclusion
The death of a French SCI manager creates a governance vacancy, not an automatic transfer of the company to the heirs and not an automatic dissolution. The articles must be read immediately. A surviving co-manager may be able to keep ordinary management moving. If there is no manager, a shareholder can normally convene the shareholders, and Article 1846 provides a court route for appointing a mandataire when that cannot be done. The voting rights of a deceased shareholder and the authority of a UK executor must be verified separately through the estate and the articles.
For British shareholders, the reliable route is documentary and sequential: obtain the death evidence; secure the articles, company record and share information; confirm who may vote; pass a valid resolution or unanimous instrument; appoint a replacement; publish and file the change; then give the bank and notary the updated evidence they require. The UK location of the shareholders is manageable, but it makes translation, legalisation, signatures and powers of attorney part of the legal plan. If the family records each step and uses the court fallback when necessary, the SCI can regain a functioning representative without turning the manager’s death into a wider dispute over the property or the estate.
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