Selling your premises: the property or the SCI shares

Quick answer. When your premises sit inside an SCI, you can sell the building itself (the SCI sells the property) or sell the SCI shares. Selling the building costs the buyer transfer duties of around 5.80%, but gives a fresh depreciable base. Selling the shares bears only 5% duties, but passes on a low net book value and a latent tax liability, which often justifies a discount.

The day you decide to sell your business premises held in an SCI, one technical question governs everything else: should you sell the building, or sell the shares of the SCI that owns it? Both routes reach the same economic result for you, but they differ in the seller's taxation, in the buyer's cost of duties, and in negotiating value. Let us compare the two routes on concrete criteria.

An SCI that owns premises can exit in two ways, and the choice is not random.

The sale of the building (an asset deal) means the SCI sells the property to a buyer. The SCI collects the price, pays tax on its capital gain, and remains a shell now holding cash. The buyer becomes the direct owner of the property.

The sale of the SCI shares (a share deal) means you sell your shares to the buyer. The company changes hands, the building stays inside. The buyer takes over the SCI with its asset, but also its accounting and tax history.

These are two different legal objects: in one case you sell a thing, in the other you sell a company. This difference runs through the whole taxation of the deal.

The first visible gap is the duties paid by the buyer.

The sale of the building bears transfer duties whose usual overall rate is around 5.80% of the price, rising to about 6.30% in departments that increased their departmental rate from 2025. These duties are based on the price of the building.

The sale of SCI shares bears a registration duty of 5%, because the SCI is a company with a preponderance of real estate (French Tax Code art. 726 I 2). Key point: this 5% applies to the real value of the shares, that is the SCI's net assets, so the value of the building less the debts (notably the outstanding loan). When the SCI financed the building on credit and the principal is not repaid, the duty base can be well below the building's price.

At this stage, the share deal looks lighter on duties. But the arbitrage does not stop there.

The taxation of your gain depends first on the SCI's regime, income tax or corporate tax.

Sale of the building by an SCI under income tax. The gain falls under the individual regime (French Tax Code art. 150 U): 19% income tax and 17.2% social levies, with a holding-period allowance leading to income-tax exemption at 22 years and social-levy exemption at 30 years. Above 50,000 EUR of gain, a surtax of 2% to 6% applies (art. 1609 nonies G), in force in 2026.

Sale of the building by an SCI under corporate tax. The gain is professional: sale price minus net book value. Since depreciation lowered that net book value, it inflates the taxable gain, with no holding-period allowance. It is taxed at corporate tax (15% up to 42,500 EUR of profit, 25% beyond, art. 219 I-b), then the distributed proceeds bear the flat tax of 31.4% in 2026. This is the trap detailed in our article on the resale capital gain in an SCI under corporate tax.

Sale of the SCI shares. If the SCI is under income tax, the gain on the shares follows the individual real-estate capital-gains regime (art. 150 UB), with the same holding-period allowances as the building. If the SCI is under corporate tax, the gain on the shares is a securities gain, taxed at the flat tax of 31.4%, with no standard allowance.

The buyer is not neutral in this arbitrage, and their preference weighs on the price.

By buying the building, the buyer obtains a fresh depreciable base equal to the price paid. If they place the property in a corporate-tax structure, they can depreciate again on that base, lowering their future tax. This is a real advantage.

By buying the shares, the buyer takes over the SCI with its low net book value: the building remains recorded at an already heavily depreciated value, so there is little left to depreciate. Above all, they inherit a latent tax liability: the day they resell the property, the gain will be calculated on that low net book value, and the deferred tax they assume today will surface then. This latent tax justifies a discount on the share price.

This is the central mechanism of the arbitrage: the share deal saves duties today, but transfers a future tax charge that the buyer makes you pay by reducing their price.

This is the configuration where the arbitrage becomes decisive.

When an SCI under corporate tax has held a building for a long time and depreciated it heavily, selling the building triggers a massive professional gain, because the net book value is very low. Add the flat tax on distribution, and the exit bill can absorb nearly half the gain.

In this case, the share deal can limit the damage for the seller, because the securities gain on the shares is calculated on the acquisition cost of the shares, not on the building's net book value. But the buyer, aware of the latent liability they take on, will negotiate a discount. The whole point is to quantify both scenarios before opening the negotiation, as we do in our director tax advisory missions in Paris.

There is no route that is better in itself: there is a route that is better for your configuration.

For an SCI under income tax held for a long time, selling the building is often simple and clear, because the holding-period allowance has already erased much of the gain. The share deal then brings only a marginal saving on duties.

For a heavily depreciated SCI under corporate tax, the question deserves a real simulation: the share deal can avoid crystallising a crushing professional gain, provided you agree with the buyer on the discount. This is one of the rare moments when the choice of exit route truly changes the amount you keep.

In all cases, the right reflex is to quantify both routes before signing anything, factoring in the seller's taxation and the buyer's preference. This work fits into a broader wealth strategy, which we carry in our director wealth management offering.

A director holds his premises in an SCI under corporate tax, bought for 250,000 EUR eighteen years ago and heavily depreciated. A buyer offers 400,000 EUR. Selling the building would produce a professional gain close to the sale price, because the net book value has fallen very low, with heavy corporate tax then the flat tax on withdrawing the funds. By studying the share deal, we compared: for the buyer, the absence of a fresh depreciable base and the latent liability called for a discount, but the seller kept more net than through the asset deal. The decision could only be made after laying the two calculations side by side. On the broader topic, also read our comparison SCI or direct ownership of premises.