SCI & Real Estate Assets

Disputes between the partners of an SCI often arise from concrete situations: disagreement over the management of a property, a deadlock on an important decision, a challenge to the accounts, opposition to a sale, the allocation of charges or a breakdown of trust between family partners.

The firm works to identify the origin of the deadlock, review the articles of association, characterise each partner’s rights and determine the most suitable strategy: negotiation, reorganisation of governance, the exit of a partner or court action.

In particular, we assist with:

• analysing the articles of association, minutes, notices of meeting, accounts and correspondence;
• characterising the conflict: deadlock, abuse of majority or minority, excess of power, lack of information;
• organising a negotiation, an exit or a reorganisation of the governance;
• referring the matter to the court if necessary to break the deadlock.

The withdrawal of a partner from an SCI requires compliance with the articles of association, the majority rules, the methods for valuing the shares and the necessary formalities. A poorly prepared exit can generate litigation over the price, the validity of the decision or the accounts between partners.

The firm supports partners in analysing the available options: statutory withdrawal, amicable agreement, transfer of shares, buy-back or, in the event of deadlock, court action.

In particular, we assist with:

• analysing the articles of association and the allocation of capital;
• identifying the appropriate route: withdrawal, transfer, buy-back or court action;
• framing the valuation of the shares and the negotiation;
• drafting the deeds and formalities necessary for the partner’s exit.

The choice of an SCI’s tax regime must be suited to the real estate project, the partners’ profile, the holding horizon, the works contemplated and the income or capitalisation strategy. It must be designed together with the articles of association, the governance and the wealth objectives.

The firm supports partners in the legal structuring of the SCI and the coordination with the accountant or wealth adviser, in order to build a durable and consistent organisation.

In particular, we assist with:

• analysing the real estate project, the partners and the intended holding period;
• comparing the effects of income tax, corporation tax and, where applicable, VAT;
• securing the rules on distribution, governance and transfer;
• coordinating the analysis with the accountant or wealth adviser.