Litige immobilier : comprendre vos droits et recours

Application pratique:

The Cour de cassation confirms that Article 1084 of the French Tax Code, which exempts from registration duties and land publicity tax any acquisition of buildings financed by social security bodies, applies only to direct purchases of real property — never to the purchase of company shares, even in a property-holding company (SCI) or a company whose main asset is property. The buyer must therefore pay the standard share-transfer duty (droits d'enregistrement sur cession de parts, generally 5% on SCI shares) and cannot claim the Article 1084 exemption just because the underlying loan came from a social security fund. Before signing, the buyer should ask a notary to calculate the exact tax cost of a share purchase versus a direct property purchase, since the two routes are taxed very differently.

Application pratique:

This ruling makes clear that the Article 1084 exemption is strictly limited to acts concerning the acquisition of the building itself by the social security body, not to subsequent transfers of shares in the entity holding it, regardless of the company's property-heavy balance sheet. The notary must advise the client that share-transfer duty will apply at the standard rate on the sale price of the shares, and that referencing the original social-security-linked loan will not help avoid this tax. The client should factor this duty into the sale price negotiation and confirm the final tax treatment with the local tax office (service des impôts) before completing the deal.

Application pratique:

Based on this 9 July 2025 decision, the Cour de cassation would uphold the tax authority's position, since Article 1084 exempts only direct acquisitions of immovable property by social security bodies and does not extend to third-party purchases of shares in an SCI, even a purpose-built property company. The investor has little chance of successfully challenging the reassessment through litigation and should instead focus on checking whether the reassessment was issued within the legal limitation period and whether penalties can be reduced through negotiation. Any future share acquisitions of this kind should be priced assuming the standard duty applies, and the investor should keep all transaction documents in case of further tax inquiry.