How to Change the Statutes of a French SCI: A Complete Guide for Investors

You have done it. The Société Civile Immobilière (SCI) is set up. The property is bought. The keys are in your pocket. You might think the administrative marathon is over, and you can simply enjoy the French art de vivre.

But life, as they say, happens. Perhaps you moved house? Maybe you want to change the company name because “SCI 12 Rue de la Paix” lacks imagination? Or perhaps you have realized that requiring a unanimous vote for buying a coffee machine was a terrible idea?

Welcome to the world of Statutory Modifications.

In the UK, changing the Articles of Association is a relatively dry corporate affair. In France, because a Société Civile is a contract based heavily on the person (intuitu personae), changing the rules is akin to rewriting the sacred texts. It requires strict adherence to the Civil Code, precise publicity formalities, and often, the (unanimous) consent of everyone involved.

This guide explores every nook and cranny of changing your SCI’s statutes. We will cover the rules of voting, the specific danger of “increasing engagements,” the paperwork marathon, and the penalties for getting it wrong.

Part 1: The Golden Rule of Unanimity (and How to Break It)

The starting point for any British investor is to understand the default setting of a French civil society. Unlike a commercial company where “majority rules,” the civil society is built on consensus.

The Default: Article 1836

According to Article 1836, paragraph 1 of the Civil Code, the statutes can only be modified by the unanimous agreement of all associates. This is the statutory bedrock. If you and your business partner have a falling out, and your statutes are silent on the matter, you are legally gridlocked. You cannot change a single comma in the bylaws without their signature.

The Escape Route: Derogations

Fortunately, the law allows you to opt out of this straitjacket—but only if you planned ahead. The statutes themselves can stipulate that decisions will be taken by a majority. This flexibility is immense. Your statutes can define:

Quorum: The minimum number of shares present to vote.
Majority Types: You can choose a majority based on the number of associates (headcount), a majority based on capital (shares), or a double majority (both).
Weighted Voting: You could even assign double or triple voting rights to certain shares.
Different Tiers: You can distinguish between “Ordinary Decisions” (simple majority) and “Extraordinary Decisions” (supermajority).

Investor Tip: If your statutes are currently silent, you need unanimity to change them to allow for majority voting. It is the classic “chicken and egg” problem.

The Written Consultation

While Article 1853 suggests that associates make decisions in an “Assembly” (a physical meeting), the statutes can derogate from this too. You can write a clause allowing for “Written Consultation.” This is particularly useful for British investors who do not wish to travel to France just to vote on an administrative change. Furthermore, even without a specific clause, Article 1854 allows for a decision to be taken if all associates sign a deed recording their consent. This “deed” method bypasses the formalities of convening a meeting entirely.

Part 2: Increasing Your Commitments

There is one area where no majority vote can ever force your hand: increasing the Engagements of an Associate.

Article 1836, paragraph 2 of the Civil Code is absolute: “In no case can the engagements of an associate be increased without their consent.” This implies that even if your statutes say “99% majority rules,” the 99% cannot force the 1% to accept an increase in liability or financial burden.

What Constitutes an “Increase in Engagement”?

This is a litigious area, and the courts have been very specific.

Financial Contribution: An increase in engagement is any aggravation of the debt you owe to the society or third parties. It is a demand for a fresh financial effort.
Restricting Freedom: It is not just about money. A decision that restricts your professional freedom (e.g., adding a non-compete clause that wasn’t there before) counts as an increase in engagement.

The “Call for Funds” Trap

Here is a scenario many investors face. The roof of the chateau is leaking. The SCI has no cash. The manager calls an assembly to vote on a “Cash Call” (Appel de fonds). The majority votes yes. You, the minority, vote no. Can they force you to pay? According to a landmark decision by the Cour de Cassation (July 10, 2012), the answer is NO. The court ruled that an associate’s refusal to respond to a call for funds not foreseen by the statutes does not constitute a fault. Even if the lack of funds jeopardizes the project or causes a delay, the associate is within their rights. The reasoning is that forcing an associate to inject new cash is an “increase in engagement.” The Lesson: If you want to be able to force associates to cover cash flow shortages, you must write this obligation into the statutes from Day One. A simple clause saying “associates contribute to losses” is insufficient to demand cash during the life of the company.

What is NOT an Increase?

Conversely, a decision that merely reduces your rights (dilution) or deprives you of interest in the society is not necessarily an increase in engagement. For example, using current profits to cover past losses (rather than distributing them) has been ruled valid by majority vote, provided it follows the statutory rules.

Part 3: Types of Modifications

When we talk about “modifying statutes,” we are usually talking about five specific events.

1. Transferring the Head Office (Siège Social)

This is the most common modification.

The Manager’s Power: To avoid convening a full assembly just to move the office down the street, statutes often allow the Manager (Gérant) to decide on a transfer within the same city or department. However, this decision usually must be ratified by the next Ordinary General Assembly.
The Risk of Non-Ratification: If the Assembly refuses to ratify the move, the Manager’s decision becomes void. You technically have to move the office back (and pay for a new set of legal announcements!).
Moving Abroad: Be very careful. If you move the Head Office outside of France, the company changes nationality. It is no longer a French entity subject to French law. Because this fundamentally changes the “social contract,” it always requires unanimous consent (Article 1837 Civil Code).
Moving to the Manager’s Home: It is legal to move the HQ to the Manager’s personal home (domiciliation), but specific rules apply regarding the duration (often limited to 5 years if there are lease restrictions).

2. Changing the Name (Dénomination Sociale)

Perhaps “SCI Smith” causes confusion. You can change it. Note that changing the name requires a full update of the statutes and full publicity (Legal Gazette + Registry).

3. Extending the Duration (Prorogation)

Most SCIs are set up for 99 years. But if you set yours up for a shorter term (e.g., the duration of a mortgage), you must vote to extend it before the expiry date. Warning: If you miss the deadline, the company dissolves automatically. There is a “catch-up” procedure (Article 1844-6), where a judge can appoint a proxy to instigate the extension, but it is stressful and costly.

4. Changing the Financial Year (Date de Clôture)

You might want to align your SCI’s tax year with the UK tax year (April) rather than the calendar year. This is a statutory change. Interestingly, while this requires a deposit at the Registry, it is one of the few changes that does not strictly require an advertisement in a Legal Gazette (JAL), though the Registry (Greffe) must still be notified to update the K-bis.

5. Changing the Object (Objet Social)

This defines what the company does (e.g., “owning and renting property”). Changing this is rare. The Trap: The “Object” in the statutes is different from the “Activity” listed on your K-bis. If you change the statutory object but the actual activity remains “renting property,” you might not need a newspaper announcement. However, if the actual activitychanges, you must declare it.

Part 4: The Paperwork Marathon – Step by Step

You have held your vote. You have your signed Minutes (Procès-Verbal). Now the real work begins. French law demands “Publicity” to protect third parties. If you don’t publish it, it didn’t happen (legally speaking).

Step 1: The Legal Gazette (Journal d’Annonces Légales – JAL)

You must publish a notice in an authorized newspaper in the department of the Head Office. Since the “Pacte Law” of 2019 (updated April 2023), you can also use authorized online press services to publish this.

When is it Mandatory? You must publish an ad if you change:

The Name.
The Form (e.g., changing from SCI to SARL).
The Capital (amount or variability).
The Address (Head Office).
The Duration.
The Managers (Appointments/Resignations).

When is it NOT Mandatory? You generally do not need a newspaper ad for:

Changing the closing date of the financial year.
Changing clauses about AGMs or voting rights.
Changing the “Object” (unless it changes the main activity listed on the K-bis).
Changing clauses about share transfer approval (Agrément).

What must the Ad contain? The notice is strict. It must list the old details and the new details:

Name and Sigle (Acronym).
Form (SCI).
Capital amount.
Address.
Registration Number (SIREN) and the city of the Greffe.
The modification itself (e.g., “Effective [Date], the seat is transferred to [Address].”)

Step 2: The Deposit at the Greffe (Registry)

Within one month of the decision, you must file a dossier. Historically, this was done at the Centre de Formalités des Entreprises (CFE). However, note the April 2023 Update: The law has created a “Guichet Unique Électronique”(Single Digital Window) to replace the traditional CFE networks. This centralized digital platform is now the primary route for formalities.

What goes in the dossier?

The Form: Usually the “M2” form (Declaration of Modification).
The Evidence: A copy of the Minutes (Procès-Verbal) deciding the change.
The Statutes: A copy of the new statutes, updated.
- Vital: The Manager must certify this copy. You must write “Certified true to the original” (Pour copie certifiée conforme à l’original) and sign it.
- Update: Since July 2012, you only need to submit one copy (previously two).
The Proof of Ad: The “Attestation de Parution” from the Legal Gazette.
The Check: The filing fee (Greffe fees are regulated but inevitable).

Step 3: The BODACC

Once the Greffe accepts your file, they will update the RCS (Register of Commerce and Companies). They then handle the final step: publishing a notice in the BODACC (Bulletin officiel des annonces civiles et commerciales). You do not do this yourself. The Greffier does it within 8 days of the inscription. This is the final seal of “opposability” to third parties.

Part 5: The Transfer of Seat – A Special Case

Moving your office requires specific attention because it involves two jurisdictions if you move departments.

Scenario: You are moving your SCI from Paris to Nice.

Decision: Shareholders vote to move.
Old JAL: You publish an ad in a Paris legal gazette saying “We are leaving.”
New JAL: You publish an ad in a Nice legal gazette saying “We are arriving.”
- The Nice ad must list the details of the old registration (Paris RCS number) and the new address.
Registry: You file at the new Registry (Nice). They will contact Paris to transfer the file.

Scenario: Moving to Belgium? As mentioned in the 2014 “SCI Financière Echo” case, it is possible to transfer a seat to another EU country without dissolving the legal entity, provided you follow the continuity rules of both countries. However, this is advanced legal territory requiring unanimous consent.

Part 6: Sanctions – The Price of Failure

What happens if you just… don’t do it? What if you change the address but forget to tell the Greffe?

1. Inopposability to Third Parties

This is the main civil sanction (Article L. 123-9 Commercial Code). If you haven’t published the change, you cannot use it against others.

Example: You revoke a Manager but don’t publish it. The old Manager goes out and signs a contract with a supplier. The supplier can force the company to honor the contract because, as far as they knew, he was still the Manager.
The “Bad Faith” Exception: If you can prove the third party knew about the change despite the lack of publicity, they cannot claim ignorance. (Case Law: Cass. Com, March 9, 2010).

2. Civil Liability of the Manager

Article 1840 of the Civil Code states that Managers are solidarily liable for damages caused by the failure to perform publicity formalities. If a shareholder or a third party suffers a financial loss because the statutes weren’t updated, the Manager pays personally. The statute of limitations is 10 years.

3. Criminal and Administrative Sanctions

False Information: Providing bad faith/inaccurate information to the Registry can lead to a fine of €4,500 and 6 months imprisonment (Article L. 123-5).
Injunction: Any interested party (or the Prosecutor) can ask a judge to force the Manager to file the documents, under threat of a daily fine (astreinte).
Note on Repeal: The specific fine of €3,750 for failing to defer to an injunction (old Article L. 123-4) was repealed in 2012, but the power of the judge to impose daily penalties remains very real.

4. Nullity (The Nuclear Option)

If the modification itself violated the rules of the statutes (e.g., you voted by majority when unanimity was required), the decision can be annulled by a judge. This wipes the change from the record retroactively. The limitation period for this action is 3 years from the date of publication (Article 1839 Civil Code).

Conclusion: The “Living” Contract

For the English Investor, the key takeaway is that an SCI is a “living” contract. It is not a “set and forget” vehicle.

When you want to change the rules, you are engaging in a formal amendment of a contract that binds people together indefinitely. The law protects the minority (through the unanimity rule on liabilities) and the public (through the rigorous publicity requirements).

Your Checklist for Modification:

Check the Statutes: Can we vote by majority? Or do we need everyone?
Check the Law: Does this increase anyone’s engagement? (If yes -> Unanimity).
The Decision: Hold the Assembly or sign the Written Act.
The Ad: Publish in the JAL (or online service).
The Deposit: File the M2 and modified statutes via the Guichet Unique/Greffe.
The K-bis: Wait for the new birth certificate of your company.

It is a bureaucratic hurdles race, but clearing these hurdles is what keeps your French asset secure and your liability contained.