The English Investor Guide: How to Create a Société Civile in France

For many British investors looking across the Channel, the dream of owning French property—whether a Parisian apartment or a farmhouse in Dordogne—often leads to a specific three-letter acronym: the SCI (Société Civile Immobilière).

While the term SCI is common parlance, legally speaking, you are creating a Société Civile (SC). This is a civil company (as opposed to a commercial one) that serves as a legal framework for managing assets.

Navigating French administration can feel like a contact sport. To help you prepare, we have broken down the strict legal requirements and formalities. Here is what every English investor needs to know about setting up an SC or SCI in France.

1. The Basics: Legal Personality

First, understand what you are creating. A Société Civile is a distinct legal entity. Like other companies, it is endowed with “legal personality,” but only from the moment it is registered (immatriculation).

Before this registration, even if you have signed the papers, the company has no legal existence. It cannot hold rights or obligations. This means you must follow the registration procedure strictly to ensure your entity can actually own that property you are eyeing.

2. The “British Check”: Foreign Investment Rules

Before diving into the paperwork, British investors often ask: “Am I allowed to do this?”

The short answer is yes. French law posits that financial relations between France and foreign countries are free. The old requirement for prior authorization from the Ministry of Economy for direct foreign investments in non-reserved sectors has generally been abandoned.

However, there are nuances:

Sensitive Sectors: Authorization is still required for investments in “sensitive” sectors (e.g., defense, cryptology, gambling, and data security).
Standard Real Estate: For most standard real estate or business investments (non-sensitive), a simple administrative declaration is usually sufficient, and some operations (like creating a new subsidiary) may even be dispensed from this declaration.

Note: Be aware of the transparency rules. Entities established in France must declare accounts used abroad.

3. The Preparation Phase: Due Diligence

You cannot simply sign a document and walk away. The “pre-constitutive” phase involves heavy verification.

Identity and Capacity

If you are setting up the company as an individual, you must provide:

ID: A copy of your national identity card or passport.
Civil Status: A birth certificate (often with a translation if not in French), and a sworn statement of non-condemnation signed by the manager (gérant).
Nationality: Your capacity to act is judged by your national law. For a British investor, French law will look to UK law to confirm your capacity to enter the contract.

The Spouse Factor

This is a critical step often overlooked by foreign investors. If you are married under a community of property regime (common in France, less so in the UK, but depends on your specific settlement):

You may need to alert your spouse if you are bringing community assets (like cash from a joint account) into the company.
In some cases, the spouse’s explicit consent is required.

4. Drafting the Statutes (The Constitution)

A Société Civile cannot exist without a contract, known as the statutes (statuts). While you can draft these privately (sous seing privé), you must have as many originals as there are parties, plus copies for the administration.

Mandatory Mentions: Your statutes must include the following:

Apports: What each associate is contributing (cash or property).
Form: The type of company (Société Civile).
Object: What the company will do (e.g., owning and managing real estate).
Name: The dénomination sociale.
Seat: The registered office address (siège social).
Capital: The total amount of share capital.
Duration: How long the company will last (max 99 years).
Functioning: How the company operates.

Appointing the Manager (Gérant) You must appoint a manager. This can be done in the statutes, but it is often smarter to do it in a separate act or a collective decision shortly after. This avoids having to rewrite the public statutes every time you change managers.

5. The Real Estate Hurdles: Pre-emption Rights

If you are creating an SC to hold rural property or land, you must be aware of French pre-emption rights.

SAFER (Rural Land Agency): The SAFER has a right of pre-emption on agricultural assets. If you are buying shares in a company that owns agricultural land, SAFER can sometimes intervene.
Anti-Avoidance: You cannot use a company structure just to hide a sale. SAFER has a control right for 5 years over the capital distribution of a company to ensure the company wasn’t formed just to bypass their pre-emption.
Urban Pre-emption (DPU): In cities, municipalities have a right of pre-emption (Droit de Préemption Urbain) to acquire property for public interest projects.

6. The “Reprise des Actes” (Crucial for Investors)

Often, investors are in a rush. You might sign a “promise to purchase” a property before your company is fully registered.

The Risk: Until registered, the company has no legal existence. If you sign a contract “on behalf of the company in formation,” the company must formally take over (reprendre) these commitments once registered.
The Trap: This takeover is not implied. For example, if you sign a lease for the company, it does not automatically mean the company also takes over a related renovation contract. You must be specific about every act you want the company to assume.

7. The Registration Process: Step-by-Step

Once the paperwork is signed, the administrative marathon begins.

Step 1: Registration with Tax Authorities The statutes must be registered. If you are contributing real estate to the company, this requires a “merged formality” (formalité fusionnée) at the mortgage registry (conservation des hypothèques). If you are contributing real estate, a Notary is mandatory.

Step 2: The Legal Announcement You must publish a notice in a legal gazette (Journal d’annonces légales) in the department of your registered office. This notice must publicly list:

The company name and form.
The capital amount.
The address.
The object (summary).
The names of the managers and associates with general power to bind the company.

Step 3: Filing at the Registry (Greffe) You must file an application for registration (using form M0) at the Greffe du Tribunal de Commerce or the CFE (Centre de Formalités des Entreprises). This application includes:

The statutes.
The proof of the legal announcement.
IDs and non-condemnation statements for managers.
Proof of the office address (lease or title).

Step 4: The K-bis Once the clerk checks that everything complies with the law, the company is registered. You will receive the Extrait K-bis, which is the company’s birth certificate and ID card combined.

8. Post-Creation

Once you have your K-bis, you aren’t quite finished.

Beneficial Owners: You must declare the beneficial owners (UBOs).
The Minute Book: You are required to open a register for the minutes of general assemblies. This must be initialed (coté et paraphé) by a judge or the mayor.
Accounting: You must set up proper accounting books.

Final Word: Creating a Société Civile is a powerful tool for asset management in France, but it is a procedure strictly governed by civil code and decrees. A missing document or a vague clause in the statutes can delay your registration or leave you personally liable for contracts.