The line between asset management and commercial activity is sometimes finer than it seems. A recent decision from the Administrative Court of Appeal (CAA) of Marseille on April 16, 2026 (n° 24MA02424, SCI Marluc et associés) provides a striking illustration. Despite its civil appearance, a SCI was requalified as a company engaged in property dealer activity, resulting in corporate tax (IS) assessments, VAT, and personal taxation of the partners with a 40% increase.

For business leaders and investors, this decision serves as a reminder that structuring a real estate project goes beyond mere legal form choices. Economic intent and the reality of operations are decisive.

---

A requalification with serious consequences: from civil to commercial

At first glance, the company in question had a civil purpose of managing real estate assets. However, the tax administration deemed that it was engaged in a commercial activity of reselling properties as defined by articles 35 and 206 of the General Tax Code (CGI).

Article 35, I, 1° of the CGI targets profits made by individuals who habitually buy real estate with the intention of reselling it. Article 206-2 extends corporate tax to civil companies that de facto engage in commercial activity.

Indicators of speculative intent

The CAA identified several incriminating elements, including:

Minutes of general meetings and a mandate given to a real estate agency demonstrating the intention to resell the properties even before their acquisition;

The repetition of similar operations, allowing for the qualification of their habitual nature;
The absence of elements establishing a genuine long-term asset management.

Thus, it was a speculative project, not merely a rental investment. As in other recent decisions (CE, March 2, 2022, n° 437039; CAA Versailles, November 8, 2023, n° 21VE02781), the judges confirm a strict interpretation of the concept of civil purpose.

Immediate tax consequences

The requalification entails several cumulative effects:

Liability to corporate tax (IS) on the profits made;

Subjection to VAT, as renovation or resale operations are considered commercial activities;

Taxation of partners on distributed income, with a 40% increase for deliberate non-compliance — the judge noting their experience and expertise in the real estate field (art. 1729 a CGI).

In other words, a civil company can, overnight, shift into the tax regime of professionals… with a very significant impact on its cash flow and the personal situation of its partners.

---

The judges' extensive approach: reference to European jurisprudence

This decision illustrates the current trend to broadly interpret commercial activity, particularly regarding VAT.

The CAA of Marseille relied on jurisprudence from the Court of Justice of the European Union (CJEU) (case Słaby and Kuć, September 15, 2011, C-180/10 and C-181/10), according to which the status of VAT taxpayer arises from "active marketing efforts" comparable to those of a professional.

In other words, the extent of renovation work or resale operations may suffice to characterize an economic activity, even without apparent professional means (staff, advertising, commercial structure, etc.).

In this case, the significant renovation work carried out by the SCI was deemed sufficient to justify its VAT liability.

---

What lessons for entrepreneurs and investors?

This case goes beyond the realm of real estate law. It highlights the importance of consistency between the corporate purpose, actual strategy, and internal documentation. For any business, especially startups or asset-holding companies, this consistency should be considered in advance with an experienced corporate legal advisor.

1. Document the reality of intentions

Minutes of general meetings, agency mandates, financing plans, or business plans can be used by the administration as indicators of speculative intent. Therefore, it is essential to:

Clearly formalize the investment strategy (long-term management, rental holding, asset diversification);

Ensure consistency between internal documents and the actual behavior of the company.

2. Avoid "commercial habits"

The repetition of real estate buy-sell operations may suffice to qualify an activity as habitual, even without a manifest initial intent to speculate. In some cases, it may be advisable to create a specific structure (e.g., a company with a commercial purpose) rather than using a SCI.

3. Anticipate tax consequences

The consequences of requalification are severe: taxation of capital gains at IS (instead of the individual regime), VAT assessments, and penalties for deliberate non-compliance. These risks must be anticipated from the project's structuring.

Support from a tax lawyer or business law attorney can help identify risk signals in time and implement necessary corrective measures.

---

How PRAX Avocats supports its clients in these situations

At PRAX Avocats, our mission is to help entrepreneurs, leaders, and investors build solid, coherent, and tax-optimized structures.

Our expertise covers:

Business law, to structure companies and their contractual relationships;

French and international taxation, to secure operations;

Labor law and intellectual property, through our specialized "Best Friends" partnerships.

We intervene both upstream, during the creation or restructuring of an investment vehicle, and downstream, in the event of a tax audit or litigation. Our pragmatic and tailored approach allows us to prevent rather than cure, helping entrepreneurs avoid the heavy consequences of an untimely requalification.

---

Key takeaways

The decision of the CAA of Marseille (April 16, 2026, SCI Marluc et associés) is part of a general movement of increased vigilance from the tax administration regarding SCIs and real estate structures. The stated civil purpose does not protect against requalification if the facts reveal a different economic logic.

In this context, anticipation and documentary transparency are the best allies of the entrepreneur. Consulting an experienced corporate legal advisor, like PRAX Avocats, allows for navigating these steps safely.

---

Contact PRAX Avocats

Our firm specializes in French taxation in all its forms, as well as international taxation and business law.

On issues of social law, intellectual property, or complex contracts, we collaborate with a network of partner firms "Best Friends".

To benefit from personalized legal support and prevent requalification risks, contact PRAX Avocats today.

When a real estate investment company is reclassified as a property dealer: lessons and precautions to remember.