Real estate SAS in France 2026: tax advantages, pitfalls and comparison with SCI

Updated 12 May 2026. The French SAS (societe par actions simplifiee) is increasingly used as a vehicle for professional and patrimonial property holding, as an alternative to the SCI (societe civile immobiliere). Its advantages — building depreciation, shareholder flexibility, reduced corporate tax rate — come with specific risks that most Paris-based investors do not fully anticipate at the time of incorporation. This article provides a structured analysis: legal framework, tax comparison, a worked example on a Paris 16th arrondissement building, and warning signs identified by Cabinet Hayot Expertise in property structuring files.

Quick decision snapshot. A real estate SAS suits investors holding a rental property over a long horizon who want to depreciate the building to reduce annual IS exposure, have several shareholders or external investors, and do not plan to exit the IS regime in the short term. It is less appropriate if the primary goal is a disposal with a personal duration-based capital gains allowance or a direct IR-neutral transmission.

The SAS is governed by articles L227-1 et seq. of the Code de commerce. It is commercial by form (Code de commerce art. L210-1), regardless of its stated purpose. This is a decisive point: unlike the SCI — which remains a civil company even after opting for IS — the SAS falls under the commercial companies tax regime as of right, with no option required.

A SAS becomes predominantly real estate (a preponderance immobiliere) when its assets consist of more than 50 % real property or real property rights, or participations in other predominantly real estate companies (BOFiP BOI-RPPM-PVBMI-10-30-10-20). This threshold, assessed at the date of share disposal or at the close of the last financial year, determines the tax regime applicable to share disposals.

The predominance test uses the real (market) value of assets, not their book value. A fully depreciated building that has strongly appreciated in market value may qualify the company as predominantly real estate even if its net book value is low.

Building depreciation: the central tax benefit#

This is the most concrete advantage of the real estate SAS. Under article 39 of the CGI and the BOFiP guidance (BOI-BIC-AMT-10), the building structure is depreciable over its expected useful life. Standard rates applied in practice:

Land is not depreciable. The component method (breaking the building into separately depreciable components) accelerates depreciation on short-lived components, reducing the IS base in the early years.

In files handled by Cabinet Hayot Expertise, annual building depreciation typically represents 1.5 % to 2 % of acquisition value (excluding land) — a meaningful deductible charge that can partially or fully offset net rental income.

Full deductibility of loan interest#

The real estate SAS deducts loan interest in full under standard rules (CGI art. 39), subject to the general cap on net financial charges applicable to large groups (above EUR 3 M of net charges, to be confirmed case by case). For most Parisian real estate SMEs holding a single building, this cap is rarely reached.

Reduced IS rate 15 % and standard rate 25 %#

The real estate SAS subject to IS benefits from the reduced rate of 15 % on the first EUR 42,500 of profit (CGI art. 219 I b), provided capital is fully paid up and more than 75 % is held by natural persons (or qualifying SMEs). Above this threshold, the standard rate of 25 % applies.

Dividends: PFU 30 %#

When profits are distributed to individual shareholders, dividends are subject to the flat tax (PFU) of 30 % (CGI art. 200 A), composed of 12.8 % income tax and 17.2 % social contributions. The option for the progressive income tax scale remains available where it is more favourable.

The SAS president receiving compensation is treated as an employee-equivalent (assimile-salarie): social charges are significantly higher than for a majority manager (gerant majoritaire) of a SARL, which is an important comparison point in the remuneration vs dividend arbitrage.

2026 Summary table#

Our reading: when to prefer each vehicle#

Real estate SAS: preferred for rental yield buildings held long-term, groups of unrelated investors, or corporate real estate holdings. Depreciation suppresses annual IS pressure; share disposal is a clean exit if the real estate predominance is managed.

SCI at IS: good intermediate solution when family governance requires civil articles but depreciation is desired. Note that the IS option is irreversible (no return to IR without dissolution or disposal).

SCI at IR: appropriate when shareholders are in low IR brackets, where a property deficit (renovation work) is a priority, or where a near-term disposal with duration-based allowance is planned.

If the SAS qualifies as predominantly real estate:

• French residents: the share disposal gain falls under the real property gains regime for individuals (CGI art. 150 UB), with duration-based allowances but without the PFU flat rate applicable to ordinary securities.
• Non-residents: article 244 bis A of the CGI applies, with a specific withholding tax and the mandatory appointment of a fiscal representative for significant disposals.

This regime is often less favourable than the standard PFU 30 % rate on ordinary securities. Anticipating this point from the outset — at the time of structuring — is essential.

Interposing an IS holding company between individual shareholders and the real estate SAS can offer several benefits:

• Reduced dividend tax on remittance: under the parent-subsidiary regime (CGI art. 145 and 216), dividends paid up from the real estate SAS to the holding are 95 % exempt from IS, with only a 5 % cost-and-expenses quota remaining taxable.
• Reinvestment without immediate personal tax: flows received in the holding can be reinvested in new assets without an IR trigger.
• Transmission: the holding facilitates share dismemberment (usufruct / bare ownership), donation-partitions, and governance organisation.

Downsides: double layer of administration and accounting, incorporation costs, and the risk of abuse-of-law recharacterisation if the holding lacks genuine economic substance. Cabinet Hayot Expertise Paris systematically analyses the cost/benefit ratio before recommending this structure.

Parameters#

• Rental building Paris 16th, acquisition value EUR 3,000,000: EUR 600,000 land (20 %), EUR 2,400,000 building
• Gross annual rent: EUR 120,000
• Management charges, property tax, insurance: EUR 25,000/year
• Loan: EUR 2,000,000 over 20 years at 3.5 % (year-1 interest: approximately EUR 68,000, to be confirmed on actual amortisation table)
• Straight-line building depreciation: 40 years, i.e. EUR 60,000/year

Simplified year-1 simulation#

In year 1, the real estate SAS generates a tax deficit carried forward. No IS is due. Rental cash flow partially covers the loan repayment.

By year 10, as interest charges decline (capital repayment), taxable profit turns positive again. The net taxable result remains contained by residual depreciation.

What this scenario demonstrates: the real estate SAS effectively suppresses IS pressure during the loan repayment phase. Tax exposure resumes at exit (building or share disposal), confirming that this vehicle suits long holding periods.

Unintentional breach of the predominance threshold#

A shareholder injecting significant cash or non-property assets into the SAS may push the real estate ratio below 50 %, inadvertently removing the predominantly real estate qualification. Conversely, repaying a current account that reduces cash balances may restore predominance. This threshold must be monitored annually, particularly around significant balance sheet events.

Abuse of law: incorporation without economic substance#

The tax authorities can recharacterise a real estate SAS created solely to benefit from depreciation if genuine economic substance is absent or if the structure is circular (immediate contribution of a personally-owned property to a SAS, followed by a lease back to oneself). Abuse-of-law cases (LPF art. L64) on this type of structure are increasing. Cabinet Hayot Expertise systematically verifies the economic coherence of each structure before incorporation.

Confusion between rental management and commercial activity#

The SAS is commercial by form, but actually conducting commercial operations (property dealer, professional furnished rental, hotel operations) modifies the VAT regime, the president's social charges, and may trigger specific obligations. The corporate purpose — bare rental or non-professional furnished rental — must be clearly distinguished from real commercial activities.

President's remuneration and social charges#

The SAS president is assimile-salarie. Employer and employee social contributions are significantly higher than for a SARL majority manager or an SCI partner. If the president conducts no other activity, the temptation to waive any remuneration preserves cash flow but eliminates personal social coverage. Cabinet Hayot Expertise reviews this arbitrage systematically at the annual accounts review.

The real estate SAS is a powerful but demanding vehicle. It suits Paris investors who prioritise annual tax efficiency (depreciation) over exit simplicity. Its main accounting advantage — depreciable assets — becomes its principal risk at disposal, as accumulated depreciation inflates the taxable gain.

In the files we handle in Paris, the three most frequent errors are: (1) overlooking the real estate predominance threshold following a capital increase or current account contribution; (2) underestimating social charge pressure on the president's remuneration compared with an IR structure; and (3) confusing the statutory flexibility of the SAS with the absence of real operational constraints (mandatory commercial accounting, annual accounts filing, potential statutory audit).

Before any incorporation, Cabinet Hayot Expertise prepares a quantified comparison — SAS vs SCI IS vs SCI IR — tailored to your specific holding horizon, marginal tax rate, and transmission objectives.

• Building value and land/building split established (notarial deed, expert valuation)
• 10-year depreciation simulation completed
• Annual IS comparison SAS vs SCI IS vs SCI IR formalised
• Real estate predominance threshold verified and monitoring plan in place
• Governance structure (president, shareholders, shareholders' agreement) defined
• President remuneration and social charge comparison arbitrated
• Patrimonial holding opportunity assessed
• Exit strategy (share disposal or asset disposal) anticipated
• Abuse-of-law risks analysed with the accountant
• Bank financing terms compatible with the IS structure confirmed

Sources: Code de commerce art. L227-1, L210-1 (Legifrance); CGI art. 206, 219, 39, 244 bis A, 200 A (Legifrance); BOFiP BOI-BIC-AMT-10, BOI-RPPM-PVBMI-10-30-10-20 (bofip.impots.gouv.fr). Thresholds and rates in force as at 12 May 2026.

This article is for information purposes only. It does not replace a personalised analysis of your patrimonial, tax and legal situation. Contact Cabinet Hayot Expertise Paris for a tailored engagement.