The SCI remains the reference vehicle for structuring real estate assets collectively, but the rules of the game have changed. Between the 2026 tax on wealth management holdings and the new treatment of depreciation in furnished rentals, the choice between IR and IS is no longer based on the same criteria as it was two years ago.
2026 Tax on SCIs under IS: A Parameter to Consider from the Start
The finance law for 2026 introduces a 20% annual tax on certain wealth management companies subject to corporate tax. SCIs under IS are directly targeted if they meet three conditions: a gross asset value of 5 million euros or more, more than 50% of passive income (rents, dividends, interest), and control by a natural person or a family group holding at least 50% of the rights.
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For most family projects or small investors, this gross asset threshold remains high. However, we recommend anticipating it from the drafting of the statutes, especially if the SCI aims to accumulate several properties in the long term. A social purpose that is too broad or a clause for automatic reinvestment of profits may eventually push the structure into the scope of this tax.
To understand why to create an SCI and its advantages, one must now think in terms of valuation projections rather than just annual rental flows.
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IR or IS Arbitration in SCI: What the Reintegration of LMNP Depreciation Changes
Since the 2025 finance law (article 84, codified in article 150 VB III of the CGI), depreciation applied in LMNP must be reintegrated into the calculation of capital gains upon resale. This measure aligns the exit taxation of individual LMNP with that of an SCI subject to IS.
In practical terms, the classic argument “keep the furnished property in your own name to benefit from LMNP rather than placing the property in an SCI under IS” loses much of its relevance. The SCI under IS becomes competitive again for long-term furnished rental projects, because the final tax burden is becoming more comparable between the two setups.
It is important to remember that an SCI under IR automatically switches to IS as soon as furnished rents exceed 10% of total revenue. This threshold of commercial predominance (articles 206-2 and 206-3 of the CGI) makes the coexistence of furnished and unfurnished in an SCI under IR very risky. We regularly observe partners trapped by a simple change in the use of a lot.
Drafting SCI Statutes: The Clauses that Make a Difference
The statutory flexibility of the SCI is only valuable if it is utilized. The law does not impose a minimum share capital, allowing for a symbolic initial contribution. The challenge lies elsewhere: in the governance and exit clauses.
Three points deserve particular attention during drafting:
- The approval clause conditions any transfer of shares to the agreement of the other partners, preventing the entry of an undesirable third party, a common situation after a divorce or death.
- The distribution of powers of the manager must distinguish between day-to-day management acts (collecting rents, maintenance work) and structural decisions (sale of a property, bank loan), the latter falling under the assembly of partners.
- The capital variability clause allows for the integration or removal of partners without going through a complete statutory modification, reducing registration and publication costs.
Standard statutes downloaded online rarely cover these subtleties. The cost of assistance from a notary or tax lawyer is justified by the legal security obtained over decades of ownership.
Real Estate Asset Transmission in SCI: The Mechanism of Dismemberment of Shares
Transmitting a property directly generates transfer duties calculated on the market value of the asset. Transmitting SCI shares in bare ownership reduces the taxable base thanks to the tax scale of dismemberment: the younger the donor, the greater the discount applied to the bare ownership.
This mechanism allows for the use of legal allowances on donations (renewable every fifteen years) in a fractional manner. Instead of giving an entire property in one operation, parents gradually transfer shares in bare ownership while retaining usufruct, thus maintaining rental income and control over management.
The advantage over joint ownership is structural. In joint ownership, each heir can request a division at any time, which sometimes forces the sale of the property under unfavorable conditions. The SCI eliminates the right to division and substitutes a logic of social shares, the transfer of which is governed by the statutes.
Borrowing Capacity and Banking Credibility of an SCI
Banks lend more easily to an SCI than to an individual buyer, not out of generosity, but because the structure offers better visibility of the project. The partners contribute their respective borrowing capacities, and the bank secures its loan with a mortgage on the property held by the company.
We observe another operational advantage: the SCI allows for a clear separation between the personal assets of the partners and the real estate assets of the company. In the event of personal financial difficulties for a partner, creditors cannot directly seize the SCI’s property, but only the shares of the concerned partner.
This compartmentalization is not absolute. The liability of the partners remains undefined and proportional to their shares. If the SCI cannot meet its debts, creditors can turn against the partners after formal notice to the company. The real shield is not the SCI itself, but the quality of its accounting and statutory management.
Creating an SCI in 2026 remains relevant for pooling a real estate investment, organizing a gradual transmission, and choosing an appropriate tax regime. The condition: to integrate the new tax constraints into the drafting of the statutes and the choice between IR and IS from the outset, rather than discovering them at the time of resale.