Separating the structure of a business to sell it: Separating land and from assets

General Overview:

Treatment of Real Estate Assets in Corporate Form: Holding a company’s real estate assets in the operating company can make the sale of the company more complex. Therefore, it can be advantageous to dissociate professional real estate from the operating company from the creation of the company or before the sale. In some situations, it may be wiser to opt for the company to acquire the property itself. This is particularly the case when industrial or commercial buildings are very specific due to the particular needs of the newly created activity. These properties are very difficult to negotiate for their resale or rental and must be kept with other elements of the business. In the event of failure of the activity resulting in a judicial liquidation, they would be included in the procedure. Therefore, the creator would not have to financially support a property without rental income once the operation is definitively stopped. Several methods can be applied to dissociate professional real estate from the operating company, such as using a real estate civil company (SCI) or the dismemberment of property.

Choosing the SCI:

In the case of an SCI, the company’s real estate is held by an SCI that will then rent the premises to the operating company. This allows the operating company to deduct rent as an expense and the SCI to generate rental income. The purchase of the premises can be made directly by the SCI established by the company’s manager and their family or other partners. If this has not been done initially, the company manager can still remove the real estate from their operating company by selling the walls to an SCI or contributing it to one. It is important to take into account the tax options of the SCI and the financing arrangements in both cases.

Dismemberment of Property:

Dismemberment of property is another option for treating real estate assets in the company’s balance sheet in corporate form. The operating company may hold a temporary usufruct of the building, while the bare ownership will be held by the SCI, of which the company’s manager will be a partner. This allows the operating company to enjoy the building and occupy it without paying rent, while the SCI will not receive any income during the usufruct period. At the end of the usufruct, the SCI becomes the owner of the building and can then lease it to the operating company, generating income for the company manager.

Managing a company’s real estate assets can be complex, so it can be very advantageous to be accompanied by a specialized lawyer to choose the most suitable method, allowing for maximizing profitability while minimizing financial risks.