One-off engagements

Ad hoc statutory auditor in France: what is it?

A company with no permanent statutory auditor (commissaire aux comptes) may, for a specific transaction, be required to appoint one for that single engagement: this is the ad hoc statutory auditor.

A one-off appointment, not a permanent term of office

The ad hoc statutory auditor is not appointed for a six-financial-year term of office like a permanent statutory auditor. The appointment covers only a specific legal transaction, in a company that does not have to have a statutory auditor in place (because it is below the legal thresholds) but where the law requires the involvement of a statutory auditor for that particular transaction.

Not to be confused with the mandataire ad hoc

In the law on companies in financial difficulty, "ad hoc" also refers to a mandataire ad hoc, an agent appointed by the president of the commercial court (tribunal de commerce), at the request of a company's manager, to help negotiate with creditors as part of the prevention of difficulties, under articles L.611-3 et seq. and R.611-18 et seq. of the French Commercial Code (Code de commerce). This is an entirely separate role: the mandataire ad hoc is not necessarily a statutory auditor, and the assignment has nothing to do with the audit of the financial statements.

When must a company appoint an ad hoc statutory auditor?

• Capital increase with removal of pre-emptive subscription rights (DPS) in favour of named persons or a category of persons, articles L.225-136 2°, L.225-138 and L.225-138-1 of the French Commercial Code.
• Capital increase by set-off against liquid and due debts owed by the company: the ad hoc statutory auditor verifies and determines the amount of the debts set off.
• Issue of securities giving access to the capital or of subscription warrants reserved for employees or managers (stock options, BSPCE founders' warrants), when the company has no statutory auditor in place.
• Free share allocation (AGA) in a company with no statutory auditor in place.

How is the appointment made?

In principle, the general meeting of shareholders or members has authority to appoint the ad hoc statutory auditor, before the transaction takes place. If it fails to do so or in the event of disagreement, any interested party may apply to the president of the commercial court, ruling in summary proceedings (référé), for the appointment.

Our approach at audit france

audit france acts quickly on these one-off engagements, with a clear quote drawn up ahead of the transaction and a report delivered in time for the general meeting. The signing partner remains management's sole point of contact throughout the engagement.

Why choose audit france

A 100% digital firm dedicated solely to statutory audit, registered with the Haute Autorité de l'Audit (H2A) and a member of the Compagnie Nationale des Commissaires aux Comptes (CNCC) and working across mainland France and the French overseas territories.

This page is a practical guide in English, for information only. It is not legal advice, and only the French texts have legal force. Check the version in force for your own situation.