Transfers of shares in real estate-focused companies: the rules are changing

Any transfer of ownership must now be formalized, in particular with a notary, otherwise it will be considered invalid.

According to Mr. Bertrand Savouré, President of the High Council of Notaries: "The notarial profession notes with satisfaction the implementation of this new legal rule, which strengthens the legal security of these transactions and also addresses the challenge of combating money laundering. This is a real turning point."

For Mr. Pierre Jean Meyssan, First Vice-President of the High Council of Notaries: "The Notaries of France had been alerting public authorities for many years about the legal discrepancies between the transfer of real estate on the one hand and the transfer of shares in real estate companies on the other."

Enhanced legal certainty

The law stipulates that, under penalty of nullity, these transfers must be executed by authentic instrument drawn up by a notary, or by instrument countersigned by a lawyer. They may also be drawn up by a chartered accountant, provided that this transfer is a direct extension of their primary accounting services for the company.

Why consult a notary?

These transfers, which involve shares or stock in companies with a predominance of real estate, require real estate expertise, which is the daily work of notaries.

The notary is also the professional responsible for drawing up authentic instruments, which guarantee the veracity of the information and the informed consent of the parties. The notary profession ensures the safekeeping of these instruments, which possess the force of law, a unique characteristic of authentic instruments.

For Bertrand Savouré: "Entrusting the formalization of transfers of shares in predominantly real estate companies to a notary provides enhanced legal security and efficiency for both sellers and buyers."

A further step in the fight against money laundering

Until now, the transfer of shares in predominantly real estate companies was mostly carried out privately and without the involvement of a legal professional. This resulted not only in a lack of advice and legal uncertainty, but also in an uncontrolled channel for money laundering and the financing of terrorism.

Article 1865-1 of the Civil Code, added by the law relating to the fight against social and tax fraud, now imposes this significantly strengthened formalization, and specifies that the professionals concerned will carry out these acts in compliance with the obligations of vigilance, declaration and information provided for by the Monetary and Financial Code.

Since 2020, the entire notarial profession has mobilized to contribute to the fight against money laundering and the financing of terrorism.

The contribution of the Notaries of France to the national challenge of combating money laundering and the fight against terrorism is enshrined in the Objectives Agreement signed between the High Council of Notaries and seven ministries in July 2025.