SCI: your voting rights are not necessarily tied to your share of the capital.
Unlike the SA or SAS, the SCI does not have a statutory mechanism for "preference shares". Yet it offers considerable flexibility in organising the rights of its partners. The articles of association can in particular adjust voting rights, majority thresholds, or provide for a distribution of profits that is not proportional to capital ownership.
This flexibility does however have its limits, most notably the prohibition on leonine clauses (clauses granting one partner all the profits or exempting them from all losses), the scope of which must be carefully assessed. Such arrangements must also be considered from a tax perspective, particularly in relation to valuation, transmission and gifts. The SCI can therefore offer particularly interesting statutory engineering — provided its legal and tax boundaries are fully understood.
This publication does not constitute legal advice. The analysis presented reflects a technical perspective at a given point in time and may become inaccurate or outdated as legislation or case law evolves. It is a reflection on a technical matter, not a legal opinion binding the firm. The first meeting is free of charge — an opportunity to assess your situation and anticipate potential future assistance.