An update on simplifications, new tightening measures and taxation in 2026.
Dear customers,
The year 2026 is marked by significant regulatory changes affecting the sale or transfer of shares and stock, including SCIs. Between administrative simplification measures and stricter anti-fraud controls, here’s what you absolutely need to know to secure your next transactions:
1. Simplification: Elimination of the requirement to file the Deed of Disposal with Companies House
Effective since May 6, 2026 — Decree No. 2026-340
For Civil Law Companies (SCI, SCP, SEL, etc.)
The requirement to file the deed of transfer with the local Companies House (“Registre du Commerce et des Sociétés”) to make the transaction enforceable against third parties is eliminated.
From now on, filing only the minutes of the meeting and the updated articles of association with Companies House is sufficient.
Your financial data (sale price, guarantees) therefore remains strictly confidential.
For limited liability companies (SARLs)
They already benefit from a streamlined system, but overall enforceability is now harmonized.
In case of inaction by the manager
If the manager fails to publish the amended articles of association within 8 days of being formally notified, the buyer or seller may file them themselves as a precautionary measure to protect their rights.
2. Hardening: Mandatory formalities for “Brick & Mortar”
In force since June 27, 2026 — Law No. 2026-534 relating to the fight against fraud
Alongside administrative simplification, the French legislator has heavily strengthened the formalism surrounding real estate companies to combat money laundering and fraud:
Transfers of shares in SCIs and predominantly real estate companies
It is now prohibited to draw up the share transfer agreement privately (between you, on the corner of a table).
Mandatory professional requirement
The Deed of Disposal must be either:
- An authentic instrument (notarized);
- A private instrument countersigned by a lawyer (“Avocat”);
- An instrument drawn up by a chartered accountant (subject to restrictions though).
Severe sanction
Any breach of this rule renders the transfer of shares absolutely null and void.
3. Tax reminder: The increase in the Flat Tax
Applicable from 1 January 2026 — LFSS 2026
In the event of a capital gain on the sale of your shares or stock, the Single Flat-Rate Levy (PFU) has increased:
- The overall rate increased from 30% to 31.4%.
- This increase is due to the rise in social security contributions: the CSG on capital income increased from 9.2% to 10.6%.
- Income tax remains fixed at 12.8%.
The option for the progressive income tax scale remains open if it proves more advantageous for your tax household.
FLOYD AVOCATS is at your side to audit the nature of your assets (real estate or otherwise), clear the approval rights, and secure the drafting and electronic transmission of your disposals with the French authorities.