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16/12/2013 PROFILE > Conseil en formalités , Avocat , Notaire

Entry on the RCS of an SCI: tax neutrality and transfer appreciation

Following a question asked by an MP in the National Assembly, the legislator has indicated, in a response published on the Official Journal of 26 November 2013, changes pertaining to the tax estate of a Civil Real Estate Firm (SCI) qualified as a holding company as it is not entered on the Trade and Companies Register prior to the deadline of 1 November 2002 despite the legal obligation set forth by article 44 of law no. 2001-420 of 15 May 2001:
  • The loss of legal personality shall not lead to any immediate taxation if the goods concerned have been indicated in the tax balance sheet of the holding company for the value on which the appear on the assets of the SCI concerned;
  • Transformation of a holding company into a legal entity shall lead to the establishment of a new legal entity. Nevertheless, neither profits made before transformation and not yet taxed, nor latent appreciation pertaining to goods entered on the asset side of the tax balance sheet of the holding company, shall lead to immediate taxation, under the condition that they have been included for the same asset value of the transformed company. An important modification of the social agreement, however, would not allow this condition to be considered as fulfilled.
  • Determination of the date of acquisition of property by the SCI - and therefore the acquisition price - does not correspond to the date of its previous changeover to a holding company, nor the date of recovery of its legal personality. The rebate for the term of holding is counted from the date of acquisition of the property by the SCI.