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

In both a SAS and a SARL, a contribution auditor (commissaire aux apports) is mandatory whenever there is an in-kind contribution, unless the shareholders unanimously waive it where two cumulative conditions are met: no single in-kind contribution exceeds €30,000 and the total of in-kind contributions does not exceed half of the share capital. Otherwise the appointment is required (art. L223-9 and L227-1 of the Commercial Code), and shareholders who use the exemption remain jointly and severally liable for the value retained for five years.

Need to appoint a contribution auditor for your SAS or SARL? Our firm acts directly as a contribution auditor in Paris: fixed-fee quote within 24 hours, signed report within 5 to 15 business days.

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 rôle 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 différent 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.

The two exemption conditions are cumulative and identical for both forms, the SAS referring to the SARL rules: if either condition is not met, appointing a contribution auditor becomes mandatory again.

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

The exemption is fine when the file is very clear, the asset value is close to a market référence and all partners fully understand what they sign. As soon as there is an information imbalance or a doubt about value, appointing a commissioner is often the healthier choice.

• title deed or proof of ownership;
• invoice, market quote or any value référence;
• list of debts or security interests attached to the asset;
• draft bylaws or resolution;
• internal memo explaining the amount retained.

When the contribution concerns a business, shares or an intangible asset, you must check the history, turnover, ongoing contracts and any blocking clauses. The issue is not only the starting value, but the ability to defend that value if a dispute arises later.

A prudent, documented and understandable valuation is better than a high value that is hard to defend. That is true at incorporation, and even more so during a capital increase or investor entry.

<details> <summary>Can we change our mind after choosing the exemption?</summary> Yes, as long as the operation is not finalized, but the documentation, timetable and sometimes the bylaws draft must be reviewed. Once the operation is completed, correction becomes much harder. </details> <details> <summary>Can an in-kind contribution include a burdened asset?</summary> Yes, but the debt, leasing or security interest attached to it must then be dealt with. This is one of the cases where caution must be highest. </details>

In practice, we start by comparing the stated value with tangible éléments: the asset's history, wear and tear, market comparables, legal constraints and the impact on capital. That straightforward approach avoids overpaying an asset just to raise the capital on paper. Samuel Hayot, chartered accountant and statutory auditor registered with the CNCC, acts precisely as the appointed contribution auditor for these regulated engagements.

A share contribution into a family SAS may seem routine as long as everyone agrees. The file becomes more sensitive if the shares give control of a subsidiary or if the underlying asset already carries debt. In that case, an external eye is often the best way to protect the partner relationship.

<details> <summary>When should you give up the exemption?</summary> When the value is hard to document, when the asset is strategic or when the contribution materially changes the capital balance. In those situations, the exemption rarely brings real security. </details>

In the files we see, the best trade-off is often the one that protects the partner relationship before it protects capital optimization. A well-prepared report or valuation note prevents discussions that later take months.

The contribution commissioner has to be built into the incorporation or capital increase schedule. The work is not instant: the documents must be sent, the analysis has to be completed and the partners still need time to read the report. Fees are generally free and depend on valuation complexity, the number of assets and the quality of the supporting file.

For an in-kind contribution of professional equipment valued at around 18,000 euros in a family SAS, the exemption may sometimes be defensible if all partners agréé. But if the equipment is old, leased or tied to a business that is changing hands, an independent view is often safer.

The right reflex is to treat the valuation as part of the governance file, not as a simple number. The more strategic the asset, the stronger the evidence must be.

In practice, the cost mostly depends on the time needed to understand the asset, document its value and consolidate the file. The simpler the asset and the clearer the evidence, the faster the work moves. The more strategic or disputed the contribution is, the more precise the report must be and the more hours the assignment requires.

The right trade-off is therefore to compare the visible cost of the report with the hidden cost of a future dispute. A too-light file may save a little at the start, but it can cost much more if everything has to be rebuilt later.

For an SAS receiving a contribution of IT equipment and software licences, the minimum reasonable file includes proof of ownership, original invoices, an estimate of residual value, operating constraints and a reminder of the effect on capital. If one of these pieces is missing, the valuation quality drops immediately.

When the contribution affects governance, capital or the partner relationship, legal security should come before savings on formalities. That is what later allows an investor to enter or a structure to change without having to redo the base assumptions.

1. Gather every ownership and value document.
2. Identify debts, leases, security interests or constraints affecting the asset.
3. Assess the impact of the contribution on capital and voting rights.
4. Decide whether the exemption is secure enough or not.
5. Keep an evidence file for any future challenge.

That logic avoids confusing speed with safety. When in doubt, it is better to spend a little more time at the start than to reopen the file later.

In family or wealth-related files, the report does not just set a number. It often prevents one partner from feeling they signed too fast or with too little information. That relational dimension is often more important than the expense line itself.

If the contribution is neutral, simple and very well documented, the exemption can hold. If the contribution becomes a real valuation issue, the commissioner is not a useless cost; it is a conflict-prevention tool.

A well-documented contribution often saves time across the entire decision chain. The clearer the file, the faster and calmer the choice between exemption and appointment can be made.

Before deciding, check five things: the exact nature of the asset, the valuation evidence available, any debt or security interest, the effect on voting rights and how sensitive the transaction is for the partners.

• If the asset is standard and well documented, the exemption is often defensible.
• If the asset is strategic, old, financed or disputed, the report quickly becomes a real security tool.
• If the file will support a capital entry or a wealth transfer discussion, a higher standard of proof is usually wiser.
• If the timetable is tight, gather the documents before starting the arbitration so you avoid back-and-forth.

In well-built files, a simple working pack with invoices, extracts, a valuation note and a structure chart is often enough to decide quickly. That is usually what prevents a formality issue from turning into a real governance dispute.

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.

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