A Civil Real Estate Company (SCI) is a civil company whose object is a real estate property. It should not be confused with a Real Estate Investment Company (SCPI). As a particular form of company, it has both advantages and disadvantages that need to be understood before choosing this type of company.
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1. DEFINATION OF SCI
2. OPERATION OF SCI
3. ADVANTAGES OF SCI
4. DISADVANTAGES OF SCI
5. STEPS TO CREATE AN SCI
6. EXPERT'S WORDS
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An SCI is a form of company in which individuals or legal entities manage a legal real estate property or asset. In principle, an SCI does not have a commercial purpose, except for construction-sale SCIs. Its objective is to facilitate the management of real estate property owned by several people.
There are several types of real estate companies, each with its own characteristics. These include:
In an SCI, there is no minimum amount required to constitute the share capital of the company. However, it is advisable to provide a minimum amount of funds to operate the company. This capital can be either fixed or variable. In the articles of association, the associates must indicate whether it is a fixed or variable capital. In a fixed-capital SCI, the capital consists of a single sum that the associates can only change through a costly and binding procedure. In a variable-capital SCI, the capital consists of two amounts, a minimum and a maximum, within which the associates can freely change the capital of the SCI.
Contributions to an SCI can take the form of contributions in kind (movable or immovable property) or in cash (sums of money).
The company's purpose is freely chosen by the associates according to their objectives, with the only limitation being that it must have a civil character. It can have a commercial character only in two cases: renting furnished accommodations and buying real estate for resale (construction-sale SCI).
To dissolve a civil real estate company, i.e., to permanently terminate its existence, it is necessary to convene an extraordinary general meeting. In the absence of contrary provisions in the articles of association, a unanimous vote of the associates is required. A liquidator must be appointed. Real estate properties can be sold, and the sale price can be distributed among the associates in proportion to their contributions after settling the creditors. However, it is also possible to return the real estate properties to the associates, especially if they were contributed to the company's capital. In this case, capital gains tax applies.
Flexibility in operation : It is up to the associates to determine the operating procedures of the company.
No need for a fixed capital to start an SCI.
In a family SCI, you can buy one or more real estate properties among family members and avoid the pitfalls of co-ownership. In other words, it facilitates the management of family real estate assets.
An SCI protects the assets of the associates. This legal form limits the liability of the associates regarding their investments. Creditors can only turn to the associates of an SCI after an unsuccessful action against the company. It is difficult for creditors to sell an associate's shares or even to know the entirety of their assets.
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The first step in creating a company is, of course, the drafting of deeds. This step is very important as it will identify the company you want to create among many others. It will provide certain information such as the company's name, the amount of share capital, its legal form, registered office, duration of the company, its corporate purpose, the valuation of each contribution, the number and distribution of shares among the associates, and the mention of the deposit of funds corresponding to cash contributions and the closing date of the fiscal year, among other details. Drafting deeds gives your company its identity. While it may not be a legal requirement, it is strongly recommended to seek the services of an expert to successfully complete this initial step because poorly drafted deeds can render their registration invalid. The experts at DELEKY’S can assist you in this crucial phase of establishing your business. So, don't hesitate to contact us.
The competent authority for registering deeds for the creation of companies in the Abidjan area is the Unique Window service of the Investment Promotion Center in Côte d'Ivoire (CEPICI). For companies with their registered office located outside the Abidjan area, the registration of deeds will be done at the tax services in the locality of the registered office.
Deeds, even when signed, obtain legal status only when validly registered. This is why it is important to entrust the registration procedure to an expert. DELEKY’S has a team within its organization to assist you with this process.
The business creation process continues with the uploading of registered documents, which is done on the official CEPICI website. This step is mandatory to finalize the business creation process. It is a crucial operation, and it would be wise to seek assistance from an expert. DELEKY’S is equipped to help you upload your documents.
This is the final step. At this stage, the user must receive the documents certifying the business creation operation. These documents include the articles of incorporation, the IDU certificate, and the RCCM (Trade Registry) if the registered office is within the jurisdiction of the Commercial Court of Abidjan.
In some cases, opting for an SCI can facilitate the transfer of real estate property. For example, following a death, multiple individuals may become co-owners of the same property through inheritance. These heirs will then need to agree on the decisions to be made, which is not always easy within families. However, in the context of an SCI, disagreements among associates do not constitute an obstacle to making necessary decisions for the benefit of the company, as these decisions can be made by the designated manager(s). Furthermore, one of the associates can decide to sell their shares in the SCI to recover their share in cash without necessitating the sale of the real estate property. While it may seem complex from another perspective, the complexity of creating an SCI requires that users be informed about the procedures before proceeding. You no longer need to worry because DELEKY’S has included assistance for creating an SCI in its program. Make an appointment with us today.
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