Each future project will be integrated into the framework of the creation of a management company allowing the acquisition of real estate assets and the management of investment funds. This company will carry the various respective projects and will have the legal form of « Commandite par Action » (SCA), in which « Delta Link » will be both shareholder and manager. 

As for « Delta Link », it will have the status of « Simplified Joint Stock Company » (SAS) from its creation with 2 shareholders Nicolas ZOLOTARENKO and Thibault DELORME, whose liability is limited to the contributions of each. 

What is an SCA? 

The SCA is a form of company that is not very widespread. It brings together 2 types of partners, a general partner and a limited partner, and allows the creation of a company with a hybrid legal status from which each partner can benefit: the general partner manages and the limited partner invests, without having to worry about the management of the company. 

Why an SCA? 

The limited partnership with shares (SCA) facilitates the association between investors and entrepreneurs. The limited partners (investors) provide useful investments, the general partners (entrepreneurs & managers) provide ideas and skills. 

What is the point of setting up an SCA rather than an SCI? 

The major advantage of the SCA lies in the locking of the capital which benefits a certain category of shareholders: the general partners (only 1 here: « Delta Link » for all our projects). This legal structure allows it to retain control and management of the company in all circumstances. Which translates concretely for « Delta Link » in its activities, to protect itself and secure itself against possible shareholder groupings, for the purpose of a capital increase which could put « Delta Link » in a blocking minority on the control and management of each project. 

How does the SCA work? 

Collective decisions are subject to a double consultation. Each group of shareholders organizes its own general meetings, but in all cases, the limited partners (investors: SCPI, OCPI, SIIC, Banks, Insurance companies, pension funds, Investment Funds) have no rights in terms of management and direction of the company. However, they benefit from a right of consultation. 

Who manages the SCA? 

An SCA must be managed by one or more managers, in this case 1 single managing partner here: « Delta LINK » whose mission is to manage the company and represent it to third parties. The manager can be a natural person or a legal entity (here 1 person « Delta Link), chosen from among the general partners (1 single general partner « Delta Link) or non-associated third parties. 

What statuses and responsibilities for the partners? 

Limited shareholders have a status that is similar to that of partners in limited liability companies (SARL). The general partners (i.e. Delta Link), have a status similar to that of a general partnership (SNC). Most of the rules of the SNC are also applicable to them. They are jointly and severally liable for the debts of the company whose management and direction they control. 

Can their personal assets therefore be committed? 

As part of our project, as well as future projects, « Delta Link », which is a legal entity integrated as a shareholder in each of the SCAs, will indeed be liable within the limit of the assets at its disposal, but without reaching the personal assets of each shareholder, because it is itself registered under the legal form of an SAS.

What are the legal obligations for the SCA? 

The SCA requires a minimum of 4 partners, including at least 1 general partner and 3 limited partners. In addition, the share capital of an SCA must be at least €37,000. The drafting of the statutes implies the obligation to appoint a manager. In the case of the creation of an SCA, the appointments of the members of a supervisory board and a statutory auditor and his deputy must also appear in the statutes of the company.

Concerning cash contributions, infogreffe.fr specifies that they must be deposited in a blocked account. They are released once the company is registered in the trade and companies register (RCS), and transferred to the company’s account. 

A notice of incorporation of the company must be published in a newspaper authorized to receive legal notices. And to finalize the creation of the SCA, registration on the website of the one-stop shop for business formalities (formalites.entreprises.gouv.fr), requires the submission of legal documents: 

• to the INPI for registration in the national business register (RNE) 

• to the registry for registration in the trade and companies register (RCS) 

• to the social organizations and the business tax department on which the company’s head office depends. 

What tax regime for the SCA? 

The profits of the SCA are subject to corporation tax, including the share that goes to the general partners, or « Delta Link ». An SCA is therefore subject to the tax regime for capital companies, and is therefore liable for corporation tax on all profits, including the share that goes to the general partners.

This company is also liable for VAT (value added tax). For entrants, such as SCPI, OPCI, SIIC, who will have acquired 100% of their real estate in proportion to the shares purchased from the SCA, they will pay tax according to their status. They will be free to carry out their brokerage activities with their shareholders who will not see any change in the taxation applied to their shares, whether they come from a SCPI, OPCI or listed real estate through the SIIC. 

These shares may be sold directly to their customers or as part of, for example, a life insurance plan via banks or insurance companies…, as they see fit!!! SCPI, OPCI, SIIC acting as manager and/or shareholder, must be regulated under the financial markets authority (AMF), unlike the general partner(s) (i.e. Delta Link) who does not have this obligation in the context of the management of an SCA. 

All this is no longer the business of the SCA of the project which will have sold its shares, a bit like a shopping center which makes all or part of its WALLS available for commercial purposes…! 

What social security system for the manager (Delta Link) of an SCA? 

As a general rule, the manager of an SCA (Delta Link), in the same way as the majority manager of an SARL, is a non-salaried worker affiliated to the social security for the self-employed (RSI).