Capital transactions

Contribution auditor in France: role, legal requirement and exemption

When a shareholder makes a contribution in kind to a company, the law usually requires a contribution auditor (commissaire aux apports) to assess its value, in order to protect the other shareholders and third parties against possible overvaluation.

The role of the contribution auditor

The contribution auditor assesses, under their own responsibility, the value of contributions in kind made when a company is incorporated or increases its capital: movable property or real estate, business assets (fonds de commerce), shares in companies, trademarks, patents and so on. The auditor draws up a report describing each contribution, stating the valuation method adopted and why it was chosen, and giving a view on the value proposed by the founders or shareholders. The report is annexed to the articles of association (statuts) on incorporation, or made available to the shareholders before the general meeting on a capital increase.

When is an appointment mandatory?

• In an SA (public limited company), a contribution auditor is the rule, on incorporation (article L.225-8 of the French Commercial Code (Code de commerce)) as on a capital increase by contribution in kind (article L.225-147). It can be set aside in only two narrow cases: listed securities valued at their weighted average price over the last three months, or an asset already valued at fair value by a contribution auditor within the previous six months (articles L.225-8-1 and L.225-147-1).
• In an SARL (private limited company) (article L.223-9) and in an SAS (simplified joint-stock company) or SASU (single-shareholder SAS) (article L.227-1, as worded since the Sapin 2 Act of 9 December 2016, the €30,000 threshold having been set by decree no. 2017-630 of 25 April 2017), a contribution auditor is required in principle, but an exemption is possible subject to conditions.

Conditions for the exemption in an SARL or SAS

The shareholders (or the sole shareholder) may decide to dispense with a contribution auditor if both of the following conditions are met. In an SARL, this applies on incorporation and on a capital increase (article L.223-33); in an SAS, only on incorporation:

• No contribution in kind exceeds €30,000.
• The total value of all contributions in kind not subject to valuation does not exceed half of the share capital.

The exemption must be decided unanimously by the shareholders. Where it is used, the shareholders are jointly and severally liable to third parties, for five years, for the value attributed to the contributions in kind (articles L.223-9 and L.227-1).

How is the auditor appointed?

The contribution auditor is in principle appointed by unanimous decision of the prospective or existing shareholders. In the event of disagreement, the founder or the shareholder who acts first may ask the court to make the appointment, by application to the president of the competent court.

Our approach at audit france

audit france assesses contributions in kind with the same methodological rigour as its audit engagements, within timescales compatible with the timetable for the incorporation or capital increase. The signing partner remains the single 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.