When an accredited representative is required
Three tests have to be met, cumulatively, for the representative obligation to kick in on a share sale. First, the SCI must qualify as a société à prépondérance immobilière, which in practice means that French real estate, directly or indirectly held, exceeds 50 per cent of the assets at the date of sale or at any point in the previous twelve months. Second, at least one selling shareholder must be a non-resident living outside the EU, the EEA, or Switzerland; EU residents have been carved out of the representative rule since the 2015 administrative guidance. Third, the share price for that non-resident seller must exceed €150,000, counted per seller, not per transaction. When all three tests align, the representative signs the déclaration 2048-IMM bis and guarantees the tax.
Computing the share-sale gain
The gain on a share sale is the price you receive, minus the acquisition cost of your shares, adjusted for any capital calls made since the SCI was funded. The acquisition cost is not simply what you paid for the shares at incorporation; it includes subsequent capital contributions, any loans you made to the SCI that were later converted into shares, and in some cases the stamp duty paid on earlier share transfers. Debt repayments made by the SCI during your holding period do not alter your cost basis, a point that surprises first-time sellers. Holding-period relief applies on the usual 22 and 30 year tapers, but it runs from the date you acquired the shares, not the date the SCI bought the underlying property, which can make a decade of difference on an inherited structure.
Filing mechanics without a notaire
Because a share transfer is a private deed, the acte de cession de parts, there is no notaire to handle registration, escrow the tax, or file the declaration. The representative takes over that entire chain. The sequence I see in practice: the representative drafts the tax computation on form 2048-IMM bis, the parties sign the share transfer deed, the representative pays the CGT and social charges directly to the Service de Publicité Foncière within the month of signature, and the registration stamp duty (5 per cent on an SPI) is paid by the buyer on the same deed. The tax clearance certificate the representative delivers is what the bank will ask for before releasing the sale proceeds to your offshore account.
Worked example
A Singapore-resident shareholder sells her 40 per cent stake in a French SCI for €480,000 in 2026. The SCI owns a Parisian apartment worth €1.1 million and a small bond portfolio worth €150,000, so real estate is 88 per cent of the assets: the SPI test is met. She acquired her shares in 2014 for €180,000. Gross gain: €300,000. After 12 years, the CGT taper gives her a 30 per cent reduction (6 per cent per year from year 6 to year 21), bringing the taxable gain to €210,000. The social-charges taper, which accelerates more slowly, gives her about 16.5 per cent off, so the taxable base for social charges is roughly €250,500. CGT at 19 per cent, €39,900; social charges at 17.2 per cent, €43,086; surtax at 2 per cent on the portion above €50,000, €3,200; total, €86,186. An accredited representative files the 2048-IMM bis and collects the tax. The bank releases the €393,814 balance.
Pitfall to avoid
The pitfall I see most often is sellers assuming that a share sale will escape the representative rule because no notaire is involved. The absence of a notaire does not neutralise the rule; it amplifies it. Without a notaire to block completion until the tax is secured, the representative is the only institutional guarantor the Treasury has, and any attempt to complete the share transfer without one, or with an unaccredited correspondant, will leave the deed unregistrable at the Service de la Publicité Foncière. The deed sits in limbo, the buyer refuses to release the balance, and the seller ends up paying both the tax and a post-deal scramble to appoint a representative retroactively.
Pro tip
If you have more than one non-resident shareholder, ask the representative to split the computation share by share rather than in aggregate. Each seller has their own €150,000 threshold, their own holding-period taper (shares are often acquired on different dates), and their own residence country with its own treaty. A single aggregate computation routinely over-taxes the seller with the longest holding period, because the taper is blended across the group. Insisting on a per-shareholder statement early, ideally before the deed is drafted, is free, keeps the representative honest, and often saves the longest-standing shareholder several thousand euros.
Key takeaways
- An SCI share sale is taxed as a French property sale when the SCI is an SPI.
- A representative is required if the seller is non-EU, the SCI is an SPI, and the share price exceeds €150,000.
- No notaire is involved, so the representative carries the full coordination load.
- Holding-period relief runs from the share-acquisition date, not the property date.
- Split the tax computation per shareholder; aggregate filings over-tax long-held stakes.
Frequently asked questions
Is a fiscal representative always required on an SCI share sale?
Not always. If the SCI qualifies as a société à prépondérance immobilière and the sale price exceeds €150,000 per non-resident seller, accredited representation is typically required. Below the threshold, or where the SCI is genuinely commercial, the rule falls away.
Does the sale go through a notaire?
No. A share transfer is a private deed registered with the tax office (the acte de cession de parts), not an authentic deed. The notaire is not involved, which means the representative takes on coordination duties the notaire usually handles on a direct property sale.
Can I offset share-purchase debt against the gain?
Yes, provided the debt was contracted to acquire the shares and is documented. The tax administration has tightened this in recent years; expect to produce the original loan agreement and bank statements proving the funds landed in the SCI.
What happens if the SCI was set up within the last few years?
Short holding periods mean no holding-period relief, so the full gain is taxable. Setting up an SCI shortly before a sale to restructure ownership is a classic abuse-of-rights flag; the administration can recharacterise the operation as a direct property sale.