Change of legal form

Transformation auditor in France: role and legal requirement

When a company with no statutory auditor (commissaire aux comptes) converts into a joint-stock company (société par actions), that is an SA (public limited company), an SAS (simplified joint-stock company) or an SCA (partnership limited by shares), the law requires the appointment of a transformation auditor (commissaire à la transformation) to assess the company's assets before the change of legal form takes effect.

The role of the transformation auditor

The transformation auditor assesses, under their own responsibility, the value of the assets making up the company's estate and any special benefits (avantages particuliers) granted. The auditor reports on this work to the shareholders before they vote on the transaction. This verification ensures that the company's equity does correspond to the share capital stated in its new form, a form with shares in which shareholders' liability is limited to their contributions.

When is an appointment mandatory?

Article L.224-3 of the French Commercial Code (Code de commerce) requires one or more transformation auditors to be appointed where a company, whatever its original form, such as an SARL (private limited company), an SNC (general partnership) or a civil-law company (société civile), converts into a joint-stock company (SA, SAS or SCA) and has no statutory auditor.

• Where the company already has a statutory auditor, no transformation auditor is required. When an SARL becomes an SA, the statutory auditor then prepares the report on the company's position provided for in article L.223-43.
• For an SARL converting into an SA, the transformation auditor's report may replace the report on the company's position required by article L.223-43: only one report is then prepared.
• Transformation auditors are subject to the incompatibility rules in article L.821-31, like special benefits auditors (commissaires aux avantages particuliers).

How is the auditor appointed?

The transformation auditor or auditors are appointed by unanimous decision of the shareholders. Failing unanimity, the appointment is requested from the court by the company's officers, or by any one of them.

Shareholder approval and the sanction if there is no agreement

The shareholders vote at a meeting on the valuation of the assets and the granting of the special benefits proposed by the transformation auditor; they can reduce this valuation only unanimously. Without the express approval of the shareholders, recorded in the minutes, a transformation carried out in breach of these rules may be annulled by the court. This sanction has been discretionary since the reform of the nullity regime in company law by ordinance no. 2025-229 of 12 March 2025, in force since 1 October 2025, which leaves the court room for judgment rather than imposing automatic nullity.

Our approach at audit france

audit france supports company officers through their change of legal form, with a timetable aligned with that of the extraordinary general meeting and a clear report on the value of the company's assets. 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.