26 June 2026.
Since 27 June 2026, a transfer of shares in a predominantly real-estate company can no longer be completed through an ordinary private agreement drafted freely by the parties.
The French Act of 25 June 2026 on social-security and tax fraud now requires an authorised professional to be involved. Failure to comply renders the transfer void.
Which companies are covered?
The rule applies to legal entities qualifying as predominantly real-estate companies for French tax purposes—broadly, entities whose assets mainly consist of French real estate or real-estate rights, subject to the statutory tests and exclusions in Article 726 of the French General Tax Code.
Transfers of interests in French property-holding partnerships (SCI) are particularly likely to be affected. The rule may also cover shares in a commercial company if it meets the statutory definition. The position must be assessed on the transfer date; the company’s legal form alone is not decisive.
Three forms of instrument are permitted
To be valid, the transfer must now be recorded in:
- a notarial deed;
- a private instrument countersigned by a lawyer; or
- only where legislation specifically permits it, a private instrument drafted by a chartered accountant.
Those professionals must comply with their due-diligence, information and anti-money-laundering obligations. French tax registration of the transfer is also conditional on producing one of the permitted instruments.
The new rule applies immediately
As no special transitional provision was enacted, the enhanced formality applies to instruments executed since 27 June 2026. Pending transfers should therefore be reviewed before signature even where negotiations or preliminary arrangements began earlier.
The legislation nevertheless excludes transfers of units or shares in certain collective investment schemes listed in the French Monetary and Financial Code.
Read the French Act No. 2026-534 of 25 June 2026 and Constitutional Council Decision No. 2026-904 DC of 18 June 2026 (in French).
Photograph: Luke van Zyl / Unsplash.
The notarial office does not contractually guarantee the accuracy or currency of this information. For advice on how it applies to your circumstances, please consult one of the office’s notaries.
