How to create an SCI (REIT (real estate investment trust))

Choosing a name

It is important to choose a name for the SCI that is unique and does not infringe on the rights of others. The name of the SCI must be mentioned in the articles of association and followed by the mention “société civile immobilière” or the abbreviation “SCI”.

Drafting the articles of association

The articles of association are the first element to establish in order to create an SCI. They define the rules of operation of the company, including the social object of the SCI, the distribution of shares among the shareholders, the terms of share transfer, the powers of the shareholders, etc. It is recommended to seek the assistance of a lawyer specializing in corporate law to draft the articles of association of the SCI.

Capital

The capital of the SCI must be determined in the articles of association. It can be made up of cash or in kind (contribution in kind of real estate). The capital represents the sum of money or the value of the property brought by the shareholders to the SCI.

Registration of the SCI

Once the articles of association have been registered and the capital has been released, it is necessary to register the SCI with the trade and companies register (RCS). This formality allows obtaining a SIREN number and giving birth to the SCI.

Publication of a legal notice

The publication of a legal notice in a specialized newspaper is a mandatory step in creating an SCI, which ensures the publicity of your project. This publication aims to inform third parties of the creation of your company. Although it is a mandatory administrative formality, it can be beneficial for your company as it informs people who may be interested, such as future tenants.

Filing the articles of association

Once the articles of association have been drafted, they must be registered with the commercial court registry. This formality gives birth to the SCI and gives it a legal personality distinct from that of its shareholders.

Creating an SCI also involves other important elements to consider:

• The number of shareholders: to create an SCI, it is necessary to have at least two shareholders. There is no upper limit, but it is important to take into account that the more shareholders there are, the more complex the management of the company can be.
• The powers of the shareholders: the powers of the shareholders must be specified in the articles of association of the SCI. This may involve an equitable distribution of powers or an unequal distribution based on each shareholder’s contribution. It is also possible to appoint a manager to ensure the daily management of the SCI.
• Accounting management: an SCI must keep regular accounts to ensure transparency and traceability of operations. Shareholders must decide on the accounting method used and the frequency of balance sheets.
• Tax formalities: an SCI is subject to corporate tax (IS) or income tax (IR), depending on the choices of the shareholders. It is therefore important to take into account tax aspects in the creation of an SCI.
• Transfer of shares: the terms of transfer of shares must be specified in the articles of association of the SCI. It is possible to provide for approval or pre-emption clauses to protect shareholders from the arrival of undesirable new shareholders.
• Dissolution rules: the articles of association of the SCI must specify the rules for dissolving the company. It is possible to provide for an early dissolution in the event of a unanimous decision of the shareholders or in the event of non-compliance with contractual commitments.

In summary, creating an SCI involves several elements to consider to ensure effective and secure management of the company. It is recommended to seek the assistance of a specialized lawyer in corporate law to be accompanied in drafting the articles of incorporation and taking into account all legal and tax aspects of creating an SCI.

Conclusion

Creating an SCI is a process that offers numerous advantages for managing real estate assets. It allows pooling financial resources of several individuals to purchase a property jointly. However, this process is subject to legal and tax formalities that must be well understood to successfully complete the project. It is advisable to seek the assistance of a specialized lawyer in corporate law to obtain personalized advice and guidance in creating your SCI.