TLDR: No, the transformation of a de facto company into a société civile professionnelle (SCP) does not result in a business cessation or immediate taxation of profits or latent capital gains, provided that the assets are taken over at the same value in the SCP's balance sheet.
Principle of tax neutrality
The transformation of a de facto company into an SCP does not create a new legal entity. It is therefore considered a simple continuation of the activity, without any tax disruption.
Absence of business cessation
This operation does not trigger the tax consequences of a business cessation, such as the immediate taxation of profits not yet taxed or latent capital gains on the assets.
Essential condition: maintenance of book values
Tax neutrality is strictly conditional on the maintenance of the book values of the fixed assets. Any change in these values during the transformation cancels this regime and may result in immediate taxation.
Exclusion of non-relevant cases
This analysis does not apply to transformations into société civile de moyens or other legal forms, where the tax consequences may differ (e.g., business cessation in case of a change in the nature of the activity).
Scope limited to SCP
The rules described apply solely to transformations into an SCP, provided that the partners remain the same and the professional activity is maintained.
Practical consequences
No specific declaration of cessation is required if the tax neutrality conditions are met. Profits and latent capital gains remain taxable according to their initial regime.