Commissaire aux apports: when is a contributions auditor mandatory in France?

When forming or restructuring a French company with in-kind contributions (apports en nature), one question must be settled before the articles of association are signed: is a commissaire aux apports (contributions auditor) required? In a SAS (société par actions simplifiée), SASU (single-shareholder SAS) or SARL (société à responsabilité limitée), the answer depends on precise statutory thresholds, a unanimous founding decision and the nature of the asset. Getting it wrong carries a five-year joint and several liability for the founding shareholders.

A commissaire aux apports is a statutory auditor (commissaire aux comptes) registered with the CNCC. The role is distinct from the commissaire aux comptes who certifies annual accounts: it is a one-off engagement to verify the value of in-kind contributions. The output — the rapport du commissaire aux apports — must be appended to the articles and filed with the Registre du Commerce et des Sociétés (RCS).

Direct answer: under Article L223-9 of the Code de commerce for the SARL, and under Article L227-1 for the SAS/SASU, exemption is available only when two cumulative conditions are both met: (a) each individual in-kind contribution does not exceed €30,000, AND (b) the total of all in-kind contributions does not exceed half of the capital social (share capital). Both must hold simultaneously, and the decision must be taken unanimously.

The default rule is clear: as soon as a company receives any in-kind contribution (apport en nature) — anything other than cash — at formation or during a capital increase, a contributions auditor must be appointed. This applies to the SARL, SAS and SASU alike.

The auditor is designated by unanimous shareholder agreement, or by court order (ordonnance of the presiding judge of the tribunal de commerce) on application by the future director when agreement cannot be reached. The report must be appended to the articles and filed with the RCS; if it is missing where required, the registry may refuse registration or the resolution may be void.

Certain transactions make the appointment effectively unavoidable:

• Fonds de commerce: lease rights, customer base, equipment, trade marks and stock almost always take the total above the exemption thresholds.
• Real property (immeuble): a prior property appraisal is required; the auditor reviews its methodology, not just its conclusion.
• Unlisted company shares (apport de titres): multi-criteria valuation is required; the tax carrying value of shares is not acceptable as a contribution value.
• Merger/demerger (fusion/scission): the auditor acts as commissaire à la fusion or commissaire à la scission under specific rules.
• Debt-to-equity conversion (compensation de créance): the auditor verifies the reality, certainty and enforceability of the receivable being set off against the new shares.

The exemption is a statutory exception, not a default choice. It derives from Article L223-9 of the Code de commerce for the SARL, and by reference from Article L227-1 for the SAS and SASU.

The two conditions are strictly cumulative:

The decision to forgo the appointment of a contributions auditor must be taken unanimously by all founding shareholders (or by the sole shareholder in a SASU or EURL). It must be expressly recorded in the articles of association or in an accompanying deed, with a clear statement of the values attributed to each contribution.

If either condition is not satisfied — for example if a single contribution is valued at €32,000, even if the total is modest — exemption is unavailable.

A note on apports en industrie: contributions of skills, know-how or services (apports en industrie) do not form part of the share capital and fall entirely outside the contributions auditor's remit. They give rise to parts d'industrie (industry shares) whose terms are set out in the articles of association.

This is the point most frequently underestimated by founders. When they unanimously decide to forgo the contributions auditor, they collectively assume responsibility for the values attributed to the in-kind contributions. That liability is:

• joint and several among all founding shareholders: each can be sued for the full amount;
• enforceable by third parties (creditors, commercial partners, future investors);
• valid for five years from the date of registration.

If the value attributed to a contribution is later disputed and a third party suffers harm because the share capital was overstated, the founders cannot shelter behind the absence of a formal audit: that is precisely the counterpart of the exemption they chose. An incoming investor who discovers an overvalued contribution, a creditor in recovery proceedings or a transferee who uncovers the discrepancy all have access to this mechanism.

Our reading: this five-year joint and several liability is frequently overlooked in fast-track formation dossiers. Even where the legal thresholds for exemption are met, when any single contribution exceeds €15,000 to €20,000, preparing a documented valuation file — independent valuation, market reference, invoice trail — is a sensible precaution that costs far less than defending a claim three years later.

1. Decide: appoint or use the exemption. Check each contribution individually and the total against the thresholds. If both conditions are unanimously approved, exemption may apply. If not, proceed to step 2.
2. Designate the auditor. Shareholders unanimously name a CNCC-registered statutory auditor. If agreement cannot be reached, the future director files a court application (requête) for judicial appointment.
3. Provide supporting documents. Purchase invoices, prior appraisals, lease agreements, asset schedules, title deeds — whatever the asset requires.
4. Valuation work. The auditor reviews the proposed value against appropriate methodologies and flags any material overstatement.
5. Issue the report. The report states the auditor's conclusion and any reservations. It engages the auditor's professional liability.
6. Append to the articles of association.
7. File with the RCS via the INPI digital one-stop portal, as part of the full registration or capital increase dossier.

Contribution of a fonds de commerce (business goodwill)#

The auditor examines each component — lease rights, equipment, customer base, trade marks, stock — and verifies the obligations transferring with the business (leases, employment contracts, supplier agreements). Because the value of a fonds de commerce almost invariably exceeds the €30,000 per-contribution threshold, a contributions auditor is effectively always required for these transactions.

Contribution of real property#

The auditor relies on a prior property appraisal but reviews its methodology and assumptions independently. Servitudes, existing tenancies, planned works and rent regulation all affect the net contributable value.

Contribution of shares in an unlisted company#

A multi-criteria approach is required: restated net asset value, earnings capitalisation, comparable transactions, replacement value. The tax carrying value (prix de revient) or any IFI-declared value is not an enforceable contribution value for this purpose.

Capital increase by set-off of a debt (compensation de créance)#

When a shareholder converts a compte courant d'associé (shareholder current account) or other receivable into equity, the auditor verifies that the debt is real, certain, liquid and due. A blocked or provisioned balance cannot be capitalised without documentary support, even where the exemption thresholds appear to be met.

An entrepreneur forms a SARL with a share capital of €70,000. She contributes €43,000 in cash and two assets in kind: a commercial vehicle valued at €18,000 and computing equipment valued at €9,000. Total in-kind contributions: €27,000.

Checking the exemption conditions:

• Condition (a) — each individual contribution: vehicle €18,000 < €30,000; equipment €9,000 < €30,000. Condition (a) satisfied for each.
• Condition (b) — total in-kind contributions vs half of share capital: €27,000 vs €35,000 (50% of €70,000). Condition (b) satisfied: €27,000 < €35,000.

Conclusion: both cumulative conditions are met. The founding shareholder(s) may, unanimously, decide to forgo the contributions auditor. They assume in exchange the five-year joint and several liability to third parties.

What we recommend in this scenario: even where the exemption is legally valid, a written valuation file should be assembled and retained — a current commercial vehicle guide price (equivalent to Argus in France), the recent purchase invoice for the computing equipment, photographs of asset condition. If the vehicle value is challenged two years later in the context of an investor entry or a share transfer, that file is what protects the founding shareholders.

Clear cases — fonds de commerce, property, significant equity stake — rarely generate procedural uncertainty because the auditor appointment is obviously required. The grey areas involve assets close to the thresholds: proprietary software with no third-party revenue record, a customer portfolio lacking documented contracts, older equipment with hard-to-verify book values. In those cases the operative question is not only "are the thresholds met?" but "is this value defensible in three years, in front of an investor or a court?" That second question often changes the decision.

Capital increases by conversion of shareholder current accounts also recur frequently. The legal mechanics are simple, but verifying the certainty, liquidity and enforceability of the balance being converted requires care. A blocked or disputed balance cannot be capitalised without documentary support regardless of where the thresholds sit.

• Holding company formations: when a holding company is created by contribution of shares in an operating subsidiary, the €30,000 per-contribution threshold is almost always exceeded once the subsidiary has meaningful value. Exemption is rarely available in post-acquisition holding structures.
• SAS capital increases: review the articles of association for any provisions that set stricter approval requirements for in-kind contributions before proceeding with a SAS capital increase.
• Choice of corporate form: the SARL vs SAS comparison can be influenced by the contributions procedure, particularly if one founding shareholder refuses to sign the unanimous exemption decision.
• Commissaire aux apports vs commissaire aux comptes: these are distinct roles. A company that already has a statutory auditor for its annual accounts does not thereby have a contributions auditor for a capital transaction — a separate, specific appointment is required for each in-kind contribution operation.

For legal drafting of articles of association and structuring the contributions procedure, our legal advisory team in Paris can coordinate directly with the appointed contributions auditor.

Limitation: this article sets out the general rules under the French Commercial Code and established professional practice as known at the date of publication. It does not replace specific professional advice tailored to the company's situation, the assets being contributed, the composition of the capital and the applicable law at the time of the transaction. Any in-kind contribution dossier should be reviewed by a qualified professional before the articles of association are signed.

Forming a company or increasing share capital with in-kind contributions? Our firm acts directly as a contribution auditor in Paris, coordinates the accounting, documentary and legal aspects of the transaction, and issues a report compliant with the CNCC technical opinion.

Sources: Légifrance, Article L223-9 Code de commerce · Légifrance, Article L227-1 Code de commerce · Entreprendre.Service-Public.fr, Commissaire aux apports · CNCC · INPI guichet unique. Updated May 2026.