Property-company share sales void unless notarised or lawyer-signed

Share deals in property-heavy entities now carry a formality sanctioned by nullity.Legifrance New Article 1865-1 of the Code civil provides that, on pain of nullity, a transfer of parts sociales or actions of a personne morale à prépondérance immobilière — within the meaning of 2° of I of article 726 of the Code général des impôtsLegifrance — must be recorded in one of three forms: an authentic act, a lawyer-countersigned act within the meaning of article 1374 of the Code civil, or, only where the expert-comptable is legally empowered to draft it under 2° of article 22 of ordonnance n° 45-2138 of 19 September 1945 and article 59 of loi n° 71-1130 of 31 December 1971, a private signed act drawn up by that expert-comptable.Legifrance

The third route is deliberately narrow: an expert-comptable's private deed counts only in the cases where statute already authorises that professional to draft actsLegifrance, so a standard private deed signed without a lawyer's countersignature no longer suffices for these transfersLegifrance. The professionals executing any of the three forms must do so in compliance with the vigilance, declaration and information duties of Title VI of Book V of the Code monétaire et financier.Legifrance The whole requirement falls away for transfers of shares in collective investment vehicles covered by article L. 214-1 of the Code monétaire et financier.Legifrance A parallel edit to Article 1844-10-1 in the same update is purely typographic, removing trailing whitespace.

For transaction practice the consequence is direct: any pending or standard-form cession of SCI or other property-predominant company shares structured as an ordinary private deed must now be routed through a notaire, countersigned by an avocat, or drawn up by an expert-comptable acting within the existing statutory habilitation — otherwise the transfer is voidLegifrance. Signing checklists for real-estate share deals should add the form test alongside price, approval clauses and registration, and files already exchanged but not yet signed should be re-papered into one of the three valid forms before completionLegifrance.

Legal basis is Article 1865-1 of the Code civilLegifrance (I: the three valid forms under penalty of nullity with vigilance, declaration and information dutiesLegifrance; II: the collective-vehicle exceptionLegifrance), read with 2° of I of article 726 of the Code général des impôts for the real-estate-predominant scope.