[CORPORATE LAW] Analysis of the Law of May 11, 2026, on Combating Social Security and Tax Fraud: Focus on the Transfer of Real Estate-Dominant Companies.

The bill on combating social security and tax fraud is part of the public finance recovery plan. While not constituting a major overhaul of anti-fraud mechanisms, its objective is to enhance the effectiveness of audits, sanctions, and debt recovery procedures.
In this regard, Constitutional Council Decision No. 2026-904 of June 18, 2026, upheld the substance of the Law—including a mandatory provision concerning share transfers—thereby enabling its promulgation on June 25, 2026, and its publication in the *Journal Officiel* on June 26, 2026.

The Law introduces a new Article 1865-1 into the Civil Code, requiring—under penalty of nullity—that any transfer of partnership interests or shares in a real estate-dominant company (as defined in Article 726, I, 2° of the General Tax Code) be executed via one of the following three types of instruments:
a formal deed executed by a notary (*acte authentique*);
an instrument countersigned by a lawyer, within the meaning of Article 1374 of the Civil Code;
or, solely where legally authorized to do so, a private deed drawn up by a chartered accountant.

The measure applies to real estate-dominant companies (*sociétés à prépondérance immobilière* or SPIs) as defined in Article 726, I, 2° of the General Tax Code—namely, any legal entity whose assets consist primarily of real estate (or real rights in real estate) located in France, or of shares in companies that are themselves real estate-dominant.

This classification is assessed as of the date of the transfer or during the year preceding the transfer. The scope of application is broad; beyond mere asset-holding companies, certain operating companies (e.g., in the hospitality or healthcare sectors) where real estate accounts for a predominant share of assets are also covered.
However, the text expressly excludes—among others—certain collective investment vehicles, specifically OPCIs and SCPIs.

Failure to comply with this new obligation may result in two major consequences:
Invalidity of the legal instrument.
Refusal of registration: new Article 635-0 A of the General Tax Code (CGI) makes the registration of the transfer conditional upon the presentation of a compliant instrument; failing this, the tax authorities will refuse to register the transaction or collect the transfer duties.

This measure applies to transfers concluded on or after the law’s entry into force—specifically, the day following its publication in the *Journal Officiel*, i.e., June 27, 2026.

In practice, what changes?
Transfers of company shares must henceforth be secured from both a legal and tax perspective.

How?
1/ Before transferring company shares, verify the composition of the assets and assess whether real estate assets are predominant.
2/ If real estate predominance is confirmed, the transfer must be executed via a formal deed (*acte authentique*), an instrument countersigned by a lawyer (Article 1374 of the Civil Code), or an instrument drawn up by an authorized chartered accountant (new Article 1865-1 of the Civil Code).