A British family can discover the real difficulty of a French estate only after a shareholder of a société civile immobilière (SCI), meaning a French civil property-holding company, has died. The family may know which house or flat the SCI owns, yet still be unable to instruct the bank, approve accounts, appoint a new manager or decide what should happen to the shares. Brexit can make the document trail longer, but British nationality does not by itself erase inheritance rights or transfer the SCI’s property directly to an heir. The legal questions are separate: who inherited the deceased person’s shares, what the SCI’s statutes provide, whether the heirs become shareholders or only creditors for the value of the shares, and who can represent the company while the estate is being settled.
The safest route is to treat the matter as two linked files. The French notary must establish the succession and the heirs’ authority. The SCI must then apply its own statutes and the French Civil Code to recognise the transmission, obtain any required approval, organise joint ownership of the shares and restore valid management. A UK death certificate, will or grant of probate may be essential evidence, but it is not automatically a substitute for the French deed that proves heirship. This guide sets out the sequence a British heir can use, the documents to prepare, the remedies available when the company is paralysed and the limits of a court application.
I. What happens to a French SCI when a shareholder dies?
A. Do British heirs automatically inherit SCI shares after Brexit?
The first distinction is between the SCI’s assets and the deceased person’s rights in the SCI. A French house owned by the SCI belongs to the company. The deceased owned parts sociales, or shares representing a participation in the company. The estate therefore concerns those shares, not a direct transfer of a particular bedroom, building or plot to each heir. The surviving shareholders do not become owners of the company’s house merely because one shareholder has died, and an heir does not become the direct owner of the house merely because the heir is named in a British will.
The starting point in the Civil Code is strong. Article 724 of the French Civil Code states: “Les héritiers désignés par la loi sont saisis de plein droit des biens, droits et actions du défunt.” In English, heirs designated by law are vested by operation of law with the deceased’s property, rights and claims. That principle explains why the shares enter the estate at death. It does not answer every question about admission to the SCI, because the company’s statutes may contain a continuation or approval clause.
For an SCI, Article 1870 provides: “La société n’est pas dissoute par le décès d’un associé”. The default is therefore continuity, not an automatic winding-up. The same article allows the statutes to require approval of heirs, provide for continuation with surviving shareholders, continue the company with a named person, or make death a cause of dissolution. Each word of the signed statutes matters. A family may have used a standard SCI model, amended it later, or inserted a clause when shares were transferred between spouses. The version registered or retained by the notary is more useful than an informal copy saved by a relative.
Brexit is relevant to the evidence and to the international succession analysis, but it is not an automatic disqualification. The notary must identify the law governing the succession, the deceased’s habitual residence, any valid choice-of-law clause, the family relationship, the matrimonial or civil-partnership position and the terms of any will. A British will can be relevant even when the SCI is French. It must still be checked for validity, scope and interaction with the law applicable to the succession. The fact that the shares are in a French company does not, by itself, answer the separate question of which succession law determines the beneficiaries.
The heir should ask the notary to identify the exact instrument that establishes the family position. Article 730-1 of the Civil Code says: “La preuve de la qualité d’héritier peut résulter d’un acte de notoriété dressé par un notaire.” An acte de notoriété is a notarial deed of notoriety, used to establish who has the status of heir. Depending on the estate, the notary may also prepare or request a certificate of ownership of the shares, a declaration of inheritance, a deed recording the transfer, or additional instruments concerning a will, representation or usufruct. The document requested by a French bank or by the SCI should be named before the family orders translations.
Several heirs can hold the inherited shares together. This is indivision successorale, or estate co-ownership. It is not the same as each heir owning a physically divided fraction of the SCI’s building. Article 1844 of the Civil Code states: “Tout associé a le droit de participer aux décisions collectives.” It also provides that co-owners of an undivided share are represented by one joint representative, chosen from among the co-owners or outside them, with a court appointment available if they disagree. The family should therefore agree in writing who will communicate with the notary, the manager and the other shareholders. A relative who sends instructions alone may not represent all co-heirs.
The share may also be split between a usufructuary and a bare owner. The usufruit is the right to use or receive income from an asset; the nue-propriété is the residual ownership. Article 1844 recognises that both the bare owner and the usufructuary have the right to participate in collective decisions, while allocating the vote differently depending on the decision. That rule can affect a British surviving spouse, children and a will beneficiary in different ways. The family must not assume that the person receiving dividends, living in the property or holding the original share certificate is automatically the only person entitled to vote.
There is a practical consequence for the company. An heir may have a legal interest in the shares before the SCI has updated its records, but the manager, bank, notary and other shareholders will need reliable evidence before treating that heir as an authorised participant. Until that evidence is assembled, routine matters can stall: rent cannot be dealt with cleanly, insurance correspondence may go unanswered, a tax notice may be missed and a mortgage or maintenance invoice may remain unpaid. The solution is a documented request for recognition, not an attempt to take possession of the SCI’s property.
B. Can the statutes refuse the heirs entry or force a buy-out?
The answer depends first on the transmission clause in the statutes. An SCI can be drafted so that it continues with heirs without approval, continues with heirs only after an agrément, meaning approval by the relevant shareholders, continues with surviving shareholders alone, or dissolves on the death. The clause may distinguish between a spouse, descendants, other relatives and a beneficiary who is not related to the deceased. It may also prescribe a notice, a voting threshold, a time limit or a valuation method. These are not decorative provisions: they determine whether the British heir receives voting rights in the SCI or a monetary claim against it or the persons required to buy the shares.
Article 1870-1 of the Civil Code states: “Les héritiers ou légataires qui ne deviennent pas associés n’ont droit qu’à la valeur des parts sociales de leur auteur.” An heir who does not become a shareholder is entitled only to the value of the deceased’s shares. The value is determined at the date of death under the conditions in Article 1843-4. That wording is why a family must not confuse “the heir has not yet been recorded as a shareholder” with “the heir has lost the economic right”. It also explains why a refusal must be handled through the statutory procedure rather than by simply ignoring the heir.
The general transfer rule in Article 1861 of the Civil Code says: “Les parts sociales ne peuvent être cédées qu’avec l’agrément de tous les associés.” The article then allows the statutes to set a different majority, give the manager power to approve, or exempt transfers to certain family members. That provision concerns transfers during life, while Article 1870 deals specifically with death. A reader should therefore look for both the death clause and the ordinary transfer clause. Applying the ordinary “all shareholders” formula without reading the special death wording can produce the wrong answer.
A refusal can lead to a buy-out, but the valuation is not automatically the market value of the SCI’s best-known property. The share value may reflect the company’s assets, debts, mortgages, current accounts, unpaid tax, rental position, work required, insurance, restrictions in the statutes, minority position and the number of shares inherited. A valuation date at death can differ from the date on which a price is finally paid. The notary, accountant or valuation expert must identify which figures are relevant and whether the statutes contain a formula.
Article 1843-4 of the Civil Code provides that, where the law refers to it to fix the price of social rights and the parties disagree, the value is determined by an expert appointed by agreement or, failing agreement, by the president of the competent tribunal judiciaire or tribunal de commerce. A tribunal judiciaire is the ordinary civil court; the reference to the tribunal de commerce is relevant only where that court has jurisdiction. The article also requires the expert to apply valuation rules in the statutes or a binding agreement when those rules exist. A British heir should therefore preserve the signed statutes and shareholder agreement before commissioning a private valuation.
The case law shows why the drafting and the timetable must be read together. In Cour de cassation, Civil Division 3, 15 March 2018, no. 17-13.187, the Court examined an SCI death clause under which the surviving shareholders continued the company and the heirs’ rights were dealt with by value. The decision is a reminder that a clause can separate the economic value of the shares from admission as a shareholder. It is not a licence for surviving shareholders to choose their preferred outcome: the actual clause, the statutory process and the valuation rule still govern.
In Cour de cassation, Civil Division 3, 16 January 2020, no. 18-26.010, the dispute turned on a statutory time limit and the finding that “la SCI n’avait pas notifié son refus dans le délai fixé par les statuts”. The lesson is precise but limited: a time limit written into the relevant statutes can have consequences when the company does not act correctly. The decision does not create one universal three-month deadline for every SCI. The British heir must locate the actual clause, prove the date on which the company received the request and keep evidence of every notice.
The process should normally be written and traceable. The heir or notary can send the death evidence, the deed of notoriety or equivalent succession document, the relevant will material and a request asking the manager to confirm the statutory route. The request should ask whether approval is required, identify the decision-maker, state the deadline, request the company’s current shareholder register and ask how the shares will be treated pending the estate settlement. If the statutes require a shareholders’ meeting, the request should ask for the meeting to be convened. If there is disagreement about the value, the correspondence should reserve the heir’s rights under Article 1843-4 rather than accepting a number informally.
The heir should not sign a release, accept a nominal valuation or agree that the property itself belongs to an individual before receiving advice on the estate, the company accounts and any tax consequences. An attempted private transfer of the deceased’s shares may also fail if the estate has several beneficiaries or if the deed of notoriety has not identified the person authorised to sign. The aim is to make the company’s records and the succession documents say the same thing.
II. How can British heirs obtain the shares and restore control of the SCI?
A. Which documents and steps prove heirship to the notary and the company?
The document file should be built in the order in which a French professional will use it. Sending a large bundle of unlabelled UK documents can create more delay than sending a shorter, indexed file. The following sequence is practical for a British heir living in the UK, France or another country.
- Secure the death evidence. Obtain the official death certificate and check that the spelling, date and place match the deceased’s passport, birth record and French company records. If the death occurred outside the UK, start with the authority that issued that certificate. Do not assume a photocopy is sufficient for a notary or bank.
- Identify the succession instrument. Find any will, codicil, trust-related document, marriage or civil-partnership evidence, divorce order and document showing the deceased’s last habitual residence. Tell the French notary whether the deceased had made a choice of law. A grant of probate or letters of administration may help explain the authority of a personal representative under the law of the relevant part of the UK, but the French notary still determines what proves heirship for the French file.
- Prepare civil-status evidence. Collect long-form birth and marriage certificates, adoption or name-change records and documents linking each heir to the deceased. A family tree written by the family is useful as an index, not as the legal proof. If one heir has died, renounced or is represented by descendants, disclose that fact at the start.
- Check authentication requirements. GOV.UK explains that the Legalisation Office can legalise certain UK public documents by attaching an apostille, and that the recipient should be asked whether an original, a certified copy, a paper apostille or an e-Apostille is required. The current official guidance is available through GOV.UK’s document legalisation service. The apostille authenticates the signature, seal or stamp; it does not decide who inherits the SCI shares and it does not certify the legal effect of the will.
- Arrange the French translation. Ask the notary which documents require a translation by a traducteur agréé, meaning a translator approved for court or official use in France. Keep the original document, the apostille and the translation together. Names, double-barrelled surnames, dates and share numbers must be checked line by line. A translation that silently changes a name can cause a bank or company rejection.
- Obtain the French succession document. Ask the notary for the deed of notoriety, certificate of ownership or other document that identifies the heirs and their proportions in the deceased’s shares. If a will or foreign succession document changes the result, ask the notary to state how it has been taken into account. This is where the family should resolve uncertainty about a spouse’s usufruct, a child’s bare ownership, a beneficiary outside the family or an estate held jointly.
- Reconcile the documents with the SCI file. Request the latest signed statutes, amendments, shareholder schedule, share transfer records, manager appointment, meeting minutes, annual accounts and any shareholder loan account relating to the deceased. The company’s SIREN number, registered office, bank details and property ownership records help the professionals identify the correct SCI. The deceased’s personal ownership of a French property and the SCI’s ownership of a French property are different legal situations.
- Send a formal recognition request. The notary or authorised heir should send an indexed bundle to the manager and, where the statutes require it, to each shareholder. State whether the heirs seek admission, are asking for approval, are responding to a continuation clause or are requesting the value of the shares. Ask for an acknowledgement of receipt and keep the postal, email and delivery evidence. The date received may control the statutory timetable.
GOV.UK’s general guidance for British people living in France also directs readers to information on legalising and certifying UK documents and on using lawyers, translators and notaries. It is a helpful starting point, but it does not replace the French notary’s analysis of a particular estate. The relevant page is Living in France. The French side of the company formalities is also important. Service-Public explains that modifications to a business, including changes affecting the manager, are filed through the guichet unique, the single online business formalities portal. The official overview is Creation, modification or cessation of activity, and the related directory identifies the procedure for changing a company manager.
The formal filing should follow the decision actually taken. If the heirs enter the SCI, the shareholder information and, where required, the statutes or beneficial-owner information may need updating. If the surviving shareholders buy the shares, the file should reflect the transfer and the price. If the SCI dissolves, the liquidation has its own process. A filing receipt is not a substitute for the underlying approval or succession instrument; the notary and the manager should agree which document supports each formal step.
A British heir should also request a financial snapshot before deciding between admission and a buy-out. The snapshot should show the latest property valuation used for the company’s accounts or tax work, outstanding loans, unpaid charges, rent, works, insurance, tax notices, cash, shareholder current accounts and any existing dispute. The share price can be affected by liabilities that are invisible from a property listing. If the SCI has elected for corporation tax or is taxed under income tax rules, the tax analysis can differ. The heir should obtain tailored French and UK tax advice before accepting a transfer or distribution, especially where the estate is administered across borders.
Finally, do not give the bank a simple instruction such as “release the property to the heirs”. The bank account is the SCI’s account. The bank may ask for the death certificate, company documents, manager authority, deed of notoriety, updated tax identification and a new signature mandate. A new manager may be able to operate the account once properly appointed, while a beneficiary may have no authority to operate it personally. This distinction protects the estate from an accusation that funds or company assets were taken without authority.
B. What can British heirs do when the French SCI is blocked or has no manager?
The most common operational crisis is not the existence of the succession but the absence of a person who can validly call a meeting and sign for the SCI. The deceased may have been the only manager. The surviving shareholders may disagree. A manager may refuse to recognise the heirs, stop sending accounts or use the bank account without explaining the company’s position. Each situation requires a different remedy.
Article 1846 of the Civil Code states: “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.” The manager, or gérant, can therefore be a shareholder or a non-shareholder, depending on the statutes and the appointment decision. The article adds that, unless the statutes provide otherwise, the manager is appointed by shareholders representing more than half of the shares. The family should count the shares and voting rights correctly before announcing that a candidate has been appointed.
The same article provides: “Si, pour quelque cause que ce soit, la société se trouve dépourvue de gérant”. It then gives an associate a route to convene the shareholders or ask the president of the tribunal, on application, to appoint a representative whose limited mission is to convene them for the purpose of appointing one or more managers. This is often the first court route when an SCI has no manager. It is narrower than asking a judge to run the company or to decide the estate.
Once a new manager is appointed, the company must complete the publication and filing steps required for the decision. Article 1846-2 of the Civil Code says: “La nomination et la cessation de fonction des gérants doivent être publiées.” The filing and publication create an external record of who can represent the company. They do not cure an invalid vote, an undisclosed conflict or a defective succession document. They are part of the sequence after the competent decision has been made.
The manager’s powers also have limits. Article 1852 of the Civil Code says: “Les décisions qui excèdent les pouvoirs reconnus aux gérants sont prises selon les dispositions statutaires”. A manager cannot treat a death as permission to sell the SCI’s building, distribute company cash or rewrite the statutes without following the relevant decision rules. The family should separate urgent conservation measures from decisions that change the company’s assets, capital, debt or ownership. If the manager says an action is urgent, request the statutory basis and a written account of what was done.
The duties of information and accountability matter during the delay. Article 1856 of the Civil Code requires managers to report their management to shareholders at least once a year. It calls for a written overall report on the activity of the company and its realised or foreseeable profits and incurred or expected losses. Article 1850 adds: “Chaque gérant est responsable individuellement envers la société et envers les tiers”. A disagreement over heirship does not give a manager a free pass to destroy records, conceal liabilities or leave insurance and taxes unmanaged.
If the manager remains in place but refuses to convene the shareholders, the heir should usually proceed in stages:
- Send a clear written request identifying the succession document, the statutory clause, the requested meeting or information and a reasonable response date.
- Send the same request to the other shareholders and the notary, so that the company cannot later say that the issue was private correspondence with one unknown heir.
- Use a formal demand, or mise en demeure, when the manager’s inaction is causing a specific risk such as an unpaid mortgage, loss of insurance, missed tax filing or inability to appoint a manager.
- Ask a French lawyer to select the correct court procedure. A petition to appoint a representative for a meeting is different from an application for an administrateur provisoire, a temporary court-appointed administrator, and different again from a claim for payment of the value of excluded shares.
The temporary administrator remedy is exceptional. In Cour de cassation, Civil Division 3, 30 June 2015, no. 13-25.685, the Court stated that “le juge peut désigner un administrateur provisoire” when the normal operation of the company is impossible and the company faces an imminent danger. In Cour de cassation, Civil Division 3, 30 January 2019, no. 17-27.528, the Court described the judicial appointment as “une mesure exceptionnelle”. These decisions are useful because they set a high threshold: a family quarrel, a disagreement about price or the mere fact that the estate is being processed will not automatically justify handing control to an administrator. The applicant must show a concrete paralysis and a risk to the company.
An application should therefore attach evidence rather than rely on an assertion that “the SCI is blocked”. Useful exhibits include the death certificate, deed of notoriety or proof that it is being prepared, statutes, manager appointment, unanswered notices, bank or insurer correspondence, rent records, tax deadlines, meeting minutes, accounts and photographs or invoices showing an urgent property risk. The application should ask for a defined mission and duration. A court-appointed temporary administrator is not a shortcut to deciding which heir ultimately owns the shares.
Where the dispute concerns an excluded heir’s money claim, the remedy is different. The heir may need to establish the refusal, the statutory mechanism, the share value at the date of death and the person responsible for payment. An expert procedure under Article 1843-4 may be appropriate if there is a genuine valuation dispute. The heir should preserve evidence of the SCI’s assets and liabilities at the date of death and avoid accepting a payment “on account” without stating whether it is part-payment, a settlement or an admission of value.
Where the dispute concerns a late approval decision, the exact wording and delivery dates remain decisive. The 2020 decision cited above illustrates the importance of a statutory time limit, but its result cannot be copied mechanically into another SCI. Some statutes provide a default rule; others add a special rule for death; others require approval only for certain beneficiaries. A lawyer should compare the signed version of the statutes with the company’s current records and the notice actually sent.
The heirs should continue to protect the underlying asset while the legal status is being clarified. They can alert the notary to urgent repairs, ask the manager for insurance and mortgage details, seek permission for emergency conservation work and request confirmation that tax and utility payments are being maintained. They should not change locks, collect rent into a personal account, sell furniture belonging to the SCI or sign a property sale in the SCI’s name without authority. Those actions can create a second dispute and make an urgent court application harder.
Conclusion
When a shareholder of a French SCI dies, the British family is not faced with a single question called “who gets the house?”. The deceased’s SCI shares enter the estate, while the SCI remains the owner of its own property. The heirs’ next rights depend on the applicable succession law, the will, the deed proving heirship, the SCI’s statutes and any approval or continuation clause. If an heir is not admitted as a shareholder, Article 1870-1 protects a claim to the value of the shares, subject to the statutory and valuation process.
The practical order is clear: obtain the official death and civil-status documents; give the French notary the will and UK probate material; confirm the authentication and certified-translation requirements; secure the deed of notoriety or equivalent succession evidence; read the signed SCI statutes; send a dated recognition or approval request; and preserve proof of delivery. If the sole manager has died or the company cannot convene, Article 1846 can support an application for a representative to call a meeting. If the company is in serious and imminent danger, the exceptional administrator remedy may be considered, with evidence of the actual paralysis.
The strongest file keeps three ledgers aligned: the succession ledger identifying each heir, the company ledger recording shares and decisions, and the financial ledger showing value, debts, tax and cash. That discipline is particularly important after Brexit, when a UK document may need an apostille and an approved French translation. It gives the notary, the bank, the manager and the court a coherent answer to the same question: who is authorised to do what, and on which legal document?
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