You bought your French house years ago, in your own names, directly from the seller. Since then a French notaire, the public officer who handles conveyancing and successions in France, has suggested transferring the property into an SCI. The SCI, or société civile immobilière, is a non-trading property company: a private civil company whose sole purpose is to own and manage buildings. Friends in the Dordogne did it. A neighbour in Paris swears by it. And since Brexit you wonder whether British citizens are still allowed to do it at all, what the transfer itself costs, and whether the game is worth the candle when the house is already yours. This article answers exactly that situation: not creating an SCI before buying, which other guides already cover, but contributing, the apport, a house you already own into a family SCI after the purchase. An apport is the transfer of an asset to a company in exchange for shares, as opposed to a sale for cash. The short answer is that Brexit changed nothing about your capacity to be a shareholder or manager of an SCI, but the transfer is a genuine legal transaction with its own duties, a potential capital gains bill, a mortgage to renegotiate and lasting consequences for succession and yearly tax. Part I explains how the contribution works and prices it step by step, with a worked calculation. Part II explains life afterwards: who owns what, how the shares pass to your children, what the SCI must file and pay every year, how to leave the company if relations sour, and how to challenge an inflated valuation or a wrong tax bill within the time limits. Every decisive legal statement below is tied to the exact statutory text or court decision quoted beside it.
I. Transferring Your French House Into an SCI After Brexit: How the Apport Works and What It Really Costs
A. Can You Put a House You Already Own Into an SCI, and What Does the Notaire Actually Do?
Start with capacity, because Brexit anxiety still clouds it. A British citizen resident in France may become a shareholder, an associé, and the manager without any nationality restriction, the gérant, of a French SCI. No nationality condition attaches to the vehicle; the withdrawal agreement and the ordinary rules on third-country nationals govern your right to live in France, not your right to join a civil company. The British government’s own guidance for nationals settled in France confirms that everyday life, work and property ownership continue under French domestic rules, and it remains the first port of call for the residence side of your file: Living in France: official UK guidance for British nationals. The SCI itself is defined by the oldest text in French company law. Article 1832 of the Civil Code provides: “La société est instituée par deux ou plusieurs personnes qui conviennent par un contrat d’affecter à une entreprise commune des biens ou leur industrie en vue de partager le bénéfice ou de profiter de l’économie qui pourra en résulter.” Two or more people, a contract, assets dedicated to a common venture. Note the minimum of two shareholders: a couple, a parent and a child, two siblings. A single person cannot form an SCI alone and must use another vehicle or bring in a second shareholder, even with a token one per cent holding. The English-language official business portal describes the object in practical terms and confirms the management structure through written articles, the statuts, and an appointed manager: Real Estate Civil Society (SCI): what you need to know. Read that page before your first meeting with the notaire; it frames every question you need to ask about voting rights, the manager’s powers and the approval of share transfers, the agrément clause that controls who may enter the company.
The contribution itself is governed by the law of contributions. Article 1843-3 of the Civil Code states: “Chaque associé est débiteur envers la société de tout ce qu’il a promis de lui apporter en nature, en numéraire ou en industrie.” Each shareholder owes the company whatever they promised to contribute, in kind, in cash or in skill. The same article continues: “Lorsque l’apport est en propriété, l’apporteur est garant envers la société comme un vendeur envers son acheteur.” Where the contribution transfers ownership, the contributor guarantees the company exactly as a seller guarantees a buyer, against eviction and hidden defects. Concretely, you contribute the house in ownership, the apport en propriété, the company credits you with shares of matching value, and from registration the SCI owns the walls while you own paper. The alternative, contribution of mere use, the apport en jouissance, leaves ownership with you and gives the company only the right to use the house; it suits a parent who wants the SCI to manage the property while keeping the title, but it does not move the asset out of your estate and rarely serves a British family’s succession planning. Your notaire will press you on this choice at the first appointment, because everything fiscal flows from it.
Form follows the seriousness of the asset. A contribution of a building must be recorded in a notarial deed, the acte notarié, which the notaire then registers and publishes at the land registry, the service de publicité foncière, so the transfer is enforceable against third parties. In Paris the publication passes through the Paris land registry offices, whose backlogs explain why your file can take several weeks between signature and the return of the published title. Registration for tax purposes is compulsory and fast. Article 635 of the General Tax Code provides that “Doivent être enregistrés dans le délai d’un mois à compter de leur date” the instruments it lists, including “Les actes portant transmission de propriété ou d’usufruit de biens immeubles”, instruments transferring ownership or life interest in buildings. Your deed therefore goes to the tax office within a month. Where the contribution is pure and simple, the apport pur et simple, meaning you receive only shares and the company takes on no debt for the house, the deed bears the fixed registration duty rather than proportional sale duties. Article 680 of the General Tax Code provides that the acts it covers “sont soumis à une imposition fixe de 125 €”, a fixed charge of 125 euros. On top come the land-registry publication tax, the taxe de publicité foncière, calculated on the contributed value, the notaire’s regulated fees, the émoluments, on a sliding scale, and disbursements. Where instead the SCI takes over your outstanding mortgage or pays you a cash balance, the soulte, the contribution is onerous to that extent, the apport à titre onéreux, and that fraction is taxed as a sale, with transfer duties at the standard conveyancing rate and a capital gains assessment as section B explains. Tell the notaire on day one whether the bank loan travels with the house, because that single fact redraws the whole tax map.
The mortgage deserves its own warning. Transferring a mortgaged house without the lender’s written consent breaches almost every French loan agreement, and the bank may call in the loan, demand renegotiation in the SCI’s name, or require the shareholders’ personal guarantees, the cautionnements, as the price of consent. Start with the bank before the notaire: ask whether the existing loan can be transferred, at what rate and fees, or whether the SCI must borrow afresh to repay you. An early repayment indemnity, the indemnité de remboursement anticipé, capped by statute and your contract, may apply. Families who skip this step discover at the signing table that the deed cannot proceed, or worse, sign first and receive the bank’s formal notice afterwards. A second practical check concerns insurance and diagnostics: the technical survey file, the dossier de diagnostic technique, must be refreshed for the contribution deed, and the buildings insurance reissued in the company’s name from the date of transfer so no day passes uninsured.
B. How Much Does the Transfer Cost in Duties, Capital Gains Tax and Mortgage Charges?
The price of the operation depends on one distinction: pure and simple versus onerous. A pure and simple contribution, shares only and no debt taken over, pays the fixed 125 euro duty on the deed plus the land-registry publication tax and the notaire’s fees, and generates no transfer duties. An onerous contribution, where the SCI assumes your mortgage or owes you a cash balance, is treated as a disposal for consideration to the extent of the debt or cash, exactly like a sale. That fraction attracts transfer duties at the standard rate and, above all, a capital gains assessment on your side as transferor. The capital gains code bites in plain language. Article 150 U of the General Tax Code taxes “les plus-values réalisées par les personnes physiques”, gains realised by individuals, “lors de la cession à titre onéreux de biens immobiliers bâtis ou non bâtis”, on disposals for consideration of developed or undeveloped buildings. A contribution in exchange for shares, or against the company taking over your loan, is such a disposal: you receive value, shares or debt relief, for your bricks. The taxable gain is the market value of the house on the day of the deed minus your adjusted acquisition cost, meaning the purchase price plus acquisition expenses and documented improvement works, but never routine repairs or your own labour. Obtain the notaire’s valuation opinion in writing and keep every builder’s invoice from your years of ownership; each forgotten extension is tax paid for nothing.
At the time of writing, a French-resident individual pays income tax at 19 per cent on the taxable gain plus social levies, the prélèvements sociaux, at 17.2 per cent, before tapered relief for years of ownership, the abattement pour durée de détention. The taper runs from the sixth year: each additional year of ownership shaves a growing slice off the taxable base, until full exemption for income tax after twenty-two years of ownership and for social levies after thirty years. Take a concrete British case. You bought a village house in 2016 for 300,000 euros including fees counted in the cost base, and you contribute it in 2026 when it is worth 450,000 euros, with the SCI taking over a remaining 100,000 euro mortgage. The gross gain is 150,000 euros. After ten years of ownership the taper removes roughly 30 per cent of the income-tax base and about 8 per cent of the social-levies base, leaving of the order of 105,000 euros taxable to income tax, about 19,950 euros of tax, and some 137,000 euros subject to social levies, about 23,600 euros, for a combined bill near 43,500 euros before surcharges. The onerous fraction, here the 100,000 euros of debt assumed, is the measure of the disposal; had the contribution been pure and simple with no mortgage, the immediate gain charge described here would not arise in the same way, though the value declared still sets the company’s cost base and your share value for every later event. Surtax applies to large gains above 50,000 euros per disposal at progressive rates, so verify the computation line by line with the notaire’s tax simulation, the simulation fiscale, before signing anything. Challenge an inflated valuation with comparable sales from the land-registry price database for genuinely similar houses sold nearby in the same period; a valuation is an opinion, and opinions backed by no comparables fall on appeal.
Do not forget the British side of the same transaction. A British transferor remains within the United Kingdom tax net on worldwide gains while UK resident, and His Majesty’s Revenue and Customs may treat the contribution as a disposal at market value under domestic rules, with the France-United Kingdom double tax convention then allocating the taxing rights and France giving or receiving credit to avoid taxing the same gain twice. The treaty mechanics turn on residence, on the characterisation of the gain as immovable-property gain, and on proof of the French tax actually paid, so keep the French assessment, the avis d’imposition, the deed and the valuation opinion in a file your United Kingdom adviser can use. Take combined Franco-British advice before the deed, not after the assessment, because once the shares are issued the transaction cannot be unwound without a second round of duties. Finally, budget the mortgage costs honestly: early repayment indemnity on the old loan, arrangement fees on any new loan in the SCI’s name, guarantee fees, and the shareholders’ personal guarantees the bank will almost certainly demand, since a newly formed family SCI has no credit history of its own. Add one year’s worth of the SCI’s running costs, accountant, meeting formalities and the yearly tax return described in Part II, and compare that total with the succession and management benefits below. For some families whose children are adults, settled and in agreement, a direct gift of the house with a retained life interest costs less and achieves more; for others, the SCI’s flexible voting and share mechanics justify the entry ticket. The calculation, not habit, should decide.
II. Living With the SCI Afterwards: Shares, Succession, Tax Filings and Getting Out
A. Who Owns What Once the House Sits in an SCI, and How Do You Pass the Shares to Your Children?
From the day the contribution deed is published, the legal picture flips. The SCI owns the house; you own shares, the parts sociales, which are movable property, biens meubles, even though a house stands behind them. That single reclassification drives everything that follows. Day-to-day control sits with the manager under the statuts: who convenes meetings, who signs the insurance and the letting agreements, which decisions need a simple majority and which need unanimity, and above all the approval clause, the clause d’agrément, that lets the family veto an outsider buying shares. Draft this clause as if a dispute had already begun: name the buy-back price formula, the payment deadline and the fallback expert valuation, because a veto without a workable exit is a lawsuit in waiting. Contrast this with the default regime you leave behind. Article 815 of the Civil Code lays down the famous rule: “Nul ne peut être contraint à demeurer dans l’indivision et le partage peut toujours être provoqué, à moins qu’il n’y ait été sursis par jugement ou convention.” Nobody can be forced to stay in joint ownership, and partition can always be demanded. In an indivision, the default co-ownership without legal personality that applies when several people own a house directly together, any co-owner can force a sale or partition at any time. That guillotine is exactly what the SCI removes: a shareholder cannot force the sale of the house, only deal with their shares, by selling them with the family’s approval, by giving them away, or by withdrawing under the strict conditions of section B.
Later dealings in the shares carry their own duty, and British families meet it on every gift or buy-back. Article 726 of the General Tax Code opens with the principle: “Les cessions de droits sociaux sont soumises à un droit d’enregistrement dont le taux est fixé”, transfers of company rights bear registration duty at a set rate, and for a property-rich company the rate is explicit: “2° A 5 % : – pour les cessions de participations dans des personnes morales à prépondérance immobilière.”, 5 per cent on transfers of interests in entities whose assets are predominantly buildings. Your family SCI, whose balance sheet is essentially the house, falls squarely in that bracket, so each later sale of shares between siblings, or a buy-back on a shareholder’s exit, pays 5 per cent on the share value with no allowance, against 0.1 to 3 per cent for ordinary company shares. Gifts are kinder but formal. A gift of shares to children, the donation de parts, passes through a notarial deed, and each child enjoys a personal allowance before the progressive scale. Article 779 of the General Tax Code grants, “Pour la perception des droits de mutation à titre gratuit, il est effectué un abattement de 100 000 € sur la part de chacun des ascendants et sur la part de chacun des enfants vivants ou représentés par suite de prédécès ou de renonciation.”, a 100,000 euro allowance on each ascendant’s and each living child’s share. A couple with two children can therefore transmit 400,000 euros of share value with no gift duty by giving together, and the allowance renews after the statutory recall period, so staged gifts of bare ownership over the years move a valuable house at modest cost. Split the shares between life interest and bare title, the démembrement of usufruit and nue-propriété: the parents keep the income and the use, the children receive the bare title at a discounted duty value, and the life interest reunites with the bare title with no further duty when the second parent dies.
For larger families the collective gift, the donation-partage, lots out the shares between all the children at once and locks in values at the day of the deed, which is why British parents of three use it to give the Dordogne house shares to one child and cash or English assets to the others. Article 1075 of the Civil Code authorises it in one sentence: “Toute personne peut faire, entre ses héritiers présomptifs, la distribution et le partage de ses biens et de ses droits.”, anyone may distribute and share out their property and rights among their presumed heirs. The protection for a child left short is judge-made and statutory together: as the Bordeaux family court recalled, “l’héritier réservataire, qui n’a pas concouru à la donation-partage, ou qui a reçu un lot inférieur à sa part de réserve, peut exercer l’action en réduction, s’il n’existe pas à l’ouverture de la succession des biens non compris dans le partage et suffisants pour composer ou compléter sa réserve, compte tenu des libéralités dont il a pu bénéficier” (Bordeaux Court of Appeal, 3 June 2025, no. 22/02286, full decision). A reserved heir who missed the sharing, or received less than the protected minimum, the réserve héréditaire, can bring the reduction action, the action en réduction, to claw back the shortfall from the gifts. So quantify every child’s protected share before promising the house shares to one of them, and have the English will reviewed alongside the French deeds: an express choice of English law under the European Succession Regulation may govern the movable shares, but it cannot conjure away French death duties on the underlying French house nor the publicity and valuation rules the notaire must apply. Our detailed guide to that articulation is essential companion reading: British Resident in France With an English Will and a French House: Choice of Law, Forced Heirship and How to Challenge a Blocked Succession. Where the parents disagree about the lots, or one child refuses the proposed division, stop and renegotiate rather than forcing lopsided lots through: a donation-partage signed under pressure is a reduction action waiting for the second death.
B. What Yearly Tax and Paperwork Does a British Family Face, and How Do You Challenge a Wrong Bill?
An SCI is a living company, and the administration punishes dormant ones. Every year the manager must convene the shareholders, the assemblée générale, approve the accounts, record the resolutions in the minute book, the registre des délibérations, allocate the rental result to each shareholder, and file the company’s yearly return, the déclaration de résultats, from which each family member reports their share of rents or losses on their personal French return. A family SCI is fiscally transparent by default, so the rent is taxed in the shareholders’ hands at their own rates rather than inside the company, and a British shareholder who has elected English law in their will changes nothing to this transparency: succession law and income-tax law run on separate tracks. The most dangerous habit is informality, decisions taken around the kitchen table in Kent, minuted nowhere, the rent paid into a personal account, the return filed late. When siblings fall out, the paper trail, or its absence, decides who proves what, and the tax office treats a company with no meetings and no accounts as an invitation to audit. Keep a single company file, physical or digital, with the statuts, every set of minutes, every return and every bank statement, and give each shareholder a copy of the yearly accounts within six months of the year end. If the house is let furnished, watch the boundary of civil activity: a family SCI must remain civil, and a furnished letting business run at a scale that becomes commercial can drag the company into corporation tax, the impôt sur les sociétés, with a different profit computation and no transparency. Keep furnished letting ancillary, documented and proportionate, or house it outside the SCI on written advice.
The yearly tax that frightens British shareholders most is the 3 per cent tax, the taxe de 3 %, on entities holding French buildings. The charge is blunt. Article 990 D of the General Tax Code catches entities “qui, directement ou par entité interposée, possèdent un ou plusieurs immeubles situés en France ou sont titulaires de droits réels portant sur ces biens”, which directly or through an intermediate entity own French buildings or hold real rights over them, and makes them “redevables d’une taxe annuelle égale à 3 % de la valeur vénale de ces immeubles ou droits”, liable for an annual tax of 3 per cent of the market value. Three per cent of a 450,000 euro house is 13,500 euros every year, so the exemptions matter enormously. Article 990 E of the General Tax Code lists the entities spared, including companies established in France or in a cooperating State that each year disclose the buildings, their value and the identity of every shareholder holding more than 1 per cent. A family SCI whose shareholders are identified British residents filing French returns routinely qualifies, provided the disclosure is actually made: the exemption is earned by paperwork, not by status. The Court of Cassation enforces this strictly. In its leading recent ruling the commercial chamber held: “En premier lieu, selon l’article 990 D, alinéa 1er, du code général des impôts, toutes les entités juridiques, quelle que soit leur forme, qui possèdent un ou plusieurs immeubles situés en France ou sont titulaires de droits réels portant sur ces biens sont redevables d’une taxe annuelle égale à 3 % de la valeur vénale de ces immeubles ou droits.” (Court of Cassation, commercial chamber, 10 May 2024, no. 21-11.230, full decision). And the same ruling added: “Il résulte de la combinaison de ces textes que toute entité est redevable de la taxe de 3 % sur la valeur vénale des immeubles qu’elle possède en France, sauf à justifier relever d’un des cas énumérés par le dernier.”, every entity owes the tax unless it proves it falls within one of the listed exemptions. The practical moral for a British family is direct: file the disclosure every single year, name every shareholder above the threshold with addresses and holdings, and keep proof of filing, because the administration that forgives a disclosed family company shows no mercy to an opaque one. If the household’s overall French property wealth is substantial, add the wealth-tax layer, the impôt sur la fortune immobilière, to the yearly review: shares in your family SCI count as French buildings in the taxable base above the statutory entry threshold, with debts properly documented as deductible, so consolidate the valuation with the 3 per cent file rather than running two inconsistent numbers.
Exiting the SCI is possible but never unilateral at will, and British families must understand this before contributing. Article 1869 of the Civil Code allows a shareholder to withdraw “après autorisation donnée par une décision unanime des autres associés”, with the unanimous authorisation of the other shareholders, or “pour justes motifs par une décision de justice”, for good cause by court order. In practice the family either agrees your exit and buys back your shares at the formula price in the statuts, paying the 5 per cent duty on the buy-back, or it refuses and you petition the court, the tribunal judiciaire, of the company’s registered office, proving the good cause: deadlock, exclusion from information, a manager who never convenes meetings. The Court of Cassation guards the effectiveness of this right jealously. Censuring an appeal court that had postponed a doctor’s withdrawal from a property company until the buildings were sold, it recalled: “Vu l’article 1869 du code civil”, then held: “Qu’en statuant ainsi, par des motifs qui ne suffisent pas à établir le caractère effectif du droit au retrait de M. V…, la cour d’appel n’a pas donné de base légale à sa décision” (Court of Cassation, third civil chamber, 29 September 2016, no. 15-18.396, full decision). A withdrawal right postponed indefinitely is no right at all. Negotiate the exit formula into the statuts on day one, when everyone still likes each other, rather than litigating it ten years later when nobody does.
When a bill or a refusal arrives, answer in the right forum and on time. Against a tax assessment you consider wrong, an inflated valuation of the contributed house, a denied exemption from the 3 per cent tax, a rectification after audit, file a reasoned complaint, the réclamation contentieuse, with the tax office that issued the notice, attaching the deed, the comparables, the proof of filings and the computation, and meet the deadline printed on the notice, since late claims fail regardless of merit. If the administration maintains the charge, appeal to the administrative court, the tribunal administratif, within two months of the rejection, paying under protest where required to stop late-payment penalties running. Against double taxation contrary to the France-United Kingdom convention, claim the treaty credit or refund in the State that taxed in excess, with the other State’s assessment as evidence. Against a family blockage, a refused approval of a share sale, a manager who withholds accounts, a valuation imposed on exit, sue before the tribunal judiciaire of the registered office for annulment, disclosure or appointment of an expert, and use dissolution, the dissolution pour mésentente, only as a last resort on proof of genuine paralysis, since judges dissolve a family company only where joint management has truly become impossible. In every forum the files that win share one trait: contemporaneous paper, valuations with comparables, minutes, filings and proof of disclosure, produced within the time limit.
Conclusion
Transferring a house you already own into a family SCI is neither a Brexit casualty nor a formality. Your British nationality is no obstacle to becoming shareholder or manager, the contribution deed follows the familiar path of notarial signature, registration within the month and publication at the land registry, and the pure and simple contribution pays a modest fixed duty while the onerous fraction, mortgage assumed or cash balance, is priced as a sale with transfer duties and a capital gains bill softened by years of ownership. Afterwards the company owns the walls and you own shares: movable property taxed at 5 per cent on later transfers, transmittable by staged gifts within the 100,000 euro allowance per parent per child, organisable by collective sharing that must respect each child’s protected minimum, disclosable every year to earn the 3 per cent exemption, and escapable only through the agreed formula or a court-ordered withdrawal for good cause. Price the whole operation before the first appointment, bank consent included, keep every valuation, minute and filing from day one, align the English will with the French deeds, and challenge each wrong bill in its proper forum and on time. Taken on those terms, the SCI gives a British family settled in France exactly what direct ownership cannot: decisions that survive distance, shares that move more cheaply than houses, and a succession organised while everyone still agrees.