Commissioner for contributions to SAS or SARL: when is it obligatory?

Updated March 2026 - The contribution commissioner intervenes when an asset is contributed to a company and must be reliably valued. In practice, it is a central subject in SAS as in SARL as soon as there is a contribution in kind: business, equipment, patent, vehicle, securities or real estate.

Its role is to evaluate the in-kind contributions under its responsibility in order to protect:

• ▸the company;
• ▸partners or shareholders;
• ▸third parties;
• ▸future investors.

To link this subject to your other structuring choices, also consult our SAS capital increase guide, our SARL or SAS comparison and our transform an SARL into an SAS article.

For SARL as for SAS, the law allows an exemption if the partners decide unanimously and if two cumulative conditions are met:

• ▸no contribution in kind exceeds 30,000 euros;
• ▸the total value of unevaluated contributions does not exceed half of the share capital.

These rules arise directly from article L223-9 of the Commercial Code for SARL and article L227-1 for SAS.

Legally, exemption is possible under conditions. But it is not always appropriate.

For what ?

• ▸the value retained can be contested;
• ▸the partners remain jointly responsible for 5 years for the value attributed to the contributions;
• ▸a bad evaluation can distort the distribution of capital;
• ▸a future investor or financier may call the operation into question.

Hayot Expertise Advice: the real question is not just "can I do without it?". It's "am I in the interest of doing without it?". As soon as a contribution is sensitive or questionable, an independent report is often better than a risk over 5 years.

• ▸contribution of business assets;
• ▸contribution of company shares;
• ▸contribution of an intangible asset;
• ▸operation between relatives or associates with different interests;
• ▸fundraising or entry of a new partner just after incorporation.

The logic of thresholds is close. However, it is necessary to check:

• ▸if the company has a single shareholder;
• ▸if the contribution comes from a pre-existing individual business;
• ▸if the operation takes place at the time of incorporation or during a capital increase.

Often yes, at least in the form of prior analysis. This allows you to:

• ▸document the value retained;
• ▸justify the hypotheses used;
• ▸limit subsequent conflicts between partners.

We can help you check whether the exemption is applicable and organize the operation with the right level of legal certainty.

👉 Check your contribution operation with an expert

In 2026, the contribution commissioner is not systematically obligatory in SAS or SARL. But as soon as the thresholds are exceeded, or the value of the contribution is significant, its intervention becomes a real security tool.

📞 Do you want to know if your contribution in kind can be exempted from commissioner without taking an excessive risk? We can review the thresholds, value and liability of the partners before signing. Make an appointment with an expert

(Official sources: Entreprendre.Service-Public on company contribution, article L223-9 of the Commercial Code and article L227-1 of the Commercial Code on Legifrance)