The transformation auditor's report: content and deadlines

The transformation auditor's report assesses the value of the company's assets and any special advantages (article L.224-3 of the French Commercial Code), and certifies that shareholders' equity is at least equal to the share capital (article R.224-3). It is held at the registered office and filed with the commercial court registry at least eight days before the meeting.

The transformation auditor's report is the document that conditions the validity of a change of legal form when a company with no statutory auditor becomes a joint-stock company (SAS, SASU, SA, partnership limited by shares). Its content, its deadlines and its sanction are set by precise texts. Yet it is often when the deeds are being drafted that everyone discovers the meeting calendar does not leave the eight days required.

This article deals with the report itself: who requests it, who may draw it up, what it must contain, within what deadlines it is made available and filed, and what it does not say. For the overall view of the operation, from the choice of target legal form to the closing formalities, see our complete guide to the transformation auditor.

See also: Contribution auditor, SARL or SAS and SAS capital increase.

The transformation auditor is a professional chosen either from the statutory auditors registered on the list provided for in I of article L.822-1 of the French Commercial Code, or from the experts registered on one of the lists drawn up by the courts (article R.224-3, referring to article R.22-10-7). They are appointed by unanimous agreement of the shareholders or, failing that, by court decision on the application of one of the directors. The mission only exists on one condition: the company converting into a joint-stock company has no statutory auditor.

The mission is bounded by the text itself: to assess, under their own responsibility, the value of the assets making up the company's estate and any special advantages (article L.224-3), and to certify that shareholders' equity is at least equal to the share capital (article R.224-3). The report is held at the registered office, available to the shareholders, at least eight days before the meeting called to decide on the conversion, and filed within the same period (article R.123-105).

A lawful transformation does not constitute the creation of a new legal entity (article L.210-6 of the French Commercial Code). The company retains its legal personality, its assets, its contracts and its authorisations. The word "lawful" is not decorative: it is what ties the continuity of the company to compliance with the procedure of article L.224-3. But the change in legal form modifies the rules of governance, the rights of shareholders and sometimes the tax regime. The commissioner's report provides the transparency necessary for this transition.

The need for an auditor depends on three criteria: the form of departure, the form of arrival and the presence or absence of an auditor in office.

These three elements come down in law to two cumulative conditions set by article L.224-3: the company being converted has no statutory auditor, and the target form is a joint-stock company.

Transformation into a joint stock company (SAS, SA)#

Article L224-3 of the French Commercial Code provides that where a company of any form that has no statutory auditor is transformed into a joint-stock company, one or more transformation auditors, tasked with assessing under their own responsibility the value of the assets making up the company's estate and any special advantages, are appointed by court decision on the application of the directors or one of them, unless the shareholders agree unanimously.

No reasoning by analogy is needed: the SAS, the SASU, the SA and the partnership limited by shares are all joint-stock companies, and are covered directly by the text. Two cumulative conditions govern the mission: no statutory auditor in office, and a target form that is a joint-stock company.

The two branches are mutually exclusive, and this is the only question to settle at the outset. A company without a statutory auditor converting into a joint-stock company: a transformation auditor is appointed (article L.224-3). A company with a statutory auditor: it falls outside the scope of article L.224-3, and it is its own statutory auditor who draws up the report required by its starting form, namely the report on the situation of the company for the SARL (article L.223-43, third paragraph) and the report certifying that shareholders' equity is at least equal to the share capital for the SA (article L.225-244), a text applicable to the SAS through the reference in article L.227-1.

The particular case of the transformation of SARL#

Article L223-43 of the French Commercial Code deals first with the majorities required to convert an SARL: unanimity, on pain of nullity, to become an SNC, a limited partnership or a partnership limited by shares; the majority required to amend the articles of association to become an SA, or a majority of the shares if the shareholders' equity in the last balance sheet exceeds 750,000 euros. Its third paragraph adds a separate requirement: the decision must be preceded by the report of a registered statutory auditor on the situation of the company.

That report on the situation of the company is not the transformation auditor's report: they are two distinct obligations, which article L.224-3 expressly allows to be combined into a single report. Three situations arise:

• SARL without a statutory auditor converting into a SAS: two obligations apply together, the transformation auditor (article L.224-3) and the report on the situation of the company (article L.223-43, third paragraph). Article L.224-3 expressly allows both to be entrusted to the same professional, in which case only one report is drawn up;
• SARL with a statutory auditor converting into a SAS: no transformation auditor is appointed, the company being outside the scope of article L.224-3. The report on the situation of the company is not optional: article L.223-43, third paragraph, makes it a condition precedent to the decision, and its fourth paragraph allows a conversion into an SA made in breach of that requirement to be annulled;
• Transformation of SARL into SARL (change in the number of shareholders, transition to EURL): no transformation auditor is required, because the legal form remains identical, and the target company is not a joint-stock company in any event.

Two checks are therefore enough: does the company have a statutory auditor in office, and is the target form a joint-stock company?

Other conversions: within or outside the scope#

The transformation auditor can also intervene in the following situations:

• transition from a SAS to an SA, provided the SAS has no statutory auditor: if it does, that auditor draws up the report (article L.225-244, applicable through the reference in article L.227-1);
• transformation of a civil company into a joint-stock company: an SCI becoming an SAS, SASU, SA or SCA with no statutory auditor is within scope; the same SCI becoming an SARL or an SNC is not, article L.224-3 covering only conversions into joint-stock companies;
• transition from an SNC to an SAS, if the SNC has no statutory auditor. Conversion of an SNC into an SARL, by contrast, calls for no transformation auditor: the SARL is not a joint-stock company;
• the arrival of a new shareholder in a SASU, on the other hand, is not a transformation: article L.227-1 provides that a simplified joint-stock company may be formed by one or more persons. The SASU is therefore not a legal form distinct from the SAS, and there is neither a change of form nor a transformation auditor.

Each situation calls for a specific analysis. It is recommended to consult a professional before initiating the procedure.

A transformation operation can mobilize several types of commissioners, and it is essential not to confuse them.

• Transformation auditor: assesses the value of the assets making up the company's estate and any special advantages, and certifies that shareholders' equity is at least equal to the share capital (articles L.224-3 and R.224-3).
• Contribution Commissioner: intervenes when there are contributions in kind during a capital increase concomitant with the transformation. They specifically evaluate the contributed assets.
• Special advantages do not call for a separate officer to be appointed in a conversion: article L.224-3 tasks the transformation auditor with assessing the value of the assets making up the company's estate and the special advantages. There is therefore no separate special advantages commissioner to appoint for this operation.

These missions can overlap, but as a matter of principle they multiply neither the professionals involved nor the fees. Article L.224-3 itself provides for the single report: the transformation auditors may be entrusted with drawing up the report on the situation of the company referred to in the third paragraph of article L.223-43, and in that case only one report is drawn up. Transformation auditor and contribution auditor are moreover drawn from the same registers and appointed in the same way (article R.224-3, referring to article R.22-10-7), which allows one professional to carry both missions.

If shareholders' equity is below share capital, the conversion is not legally impossible. The legal studies commission of the CNCC (opinion EJ 2015-15) holds that a decision to convert an SARL into an SAS, taken even though the report does not certify that shareholders' equity is at least equal to the share capital, is irregular but does not incur the nullity provided for in article L.224-3 of the French Commercial Code, provided the shareholders approved the valuation of the assets and any grant of special advantages and those approvals were duly recorded in the minutes. The sound practice remains to set the share capital of the converted company at the actual level of shareholders' equity, or to recapitalise before the meeting. This is a different question from restoring equity that has fallen below half the share capital, which is a separate procedure. Several routes are available:

• Cash capital increase, which rebuilds net equity;
• Current account contribution by a shareholder, followed by incorporation into capital;
• Capital reduction to absorb accumulated losses, followed by a capital increase (accordion operation);
• Incorporation of reserves if the company holds available reserves.

Once the regularization is complete and net equity brought to the level of share capital, the transformation auditor can intervene and prepare their report.

Several professionals can fulfill this mission, depending on the company's situation:

• a statutory auditor registered on the list provided for in I of article L.822-1 of the French Commercial Code. This means an auditor appointed for this mission, not the company's own statutory auditor, whose very existence rules out article L.224-3;
• an expert registered on one of the lists drawn up by the courts (article R.22-10-7). "Contribution auditor" is not a registration status but a mission: the same professional may carry both, there is no third register;
• as for the method of appointment, article L.224-3 makes the court route the principle: the auditors are appointed by court decision on the application of the directors or one of them, unless the shareholders agree unanimously. It is therefore the unanimous agreement of the shareholders that opens the amicable route; a majority, however large, is not enough, and the application is brought before the president of the commercial court ruling on application (article R.22-10-7).

The appointed auditor is also subject to the incompatibilities of article L.821-31 of the French Commercial Code, expressly referred to by article L.224-3. The practical consequence: the professional who keeps the company's books is not the best placed to certify its equity, and this point is worth checking before the date of the meeting is fixed.

The report of the transformation auditor must cover several essential elements:

• the certification on shareholders' equity: the transformation auditors' report certifies that shareholders' equity is at least equal to the share capital (article R.224-3). This is what the shareholders and the registry look for first;
• the value of the assets making up the company's estate: their valuation at the date retained, with the methods justified;
• any contributions in kind, where the conversion comes with a capital increase by contribution in kind: that valuation does not fall within the transformation report but within the contribution auditor's mission, a separate assignment that the same professional may carry;
• the special advantages, which article L.224-3 expressly places within the transformation auditor's mission;
• and nothing beyond that: the legal scope closes there. The transformation auditor does not assess whether the operation serves the corporate interest;
• nor does the auditor opine on the legal and tax consequences of the conversion: no text entrusts them with that assessment, and describing a wider scope than the legal one exposes the professional as much as the client.

The deadline is not open-ended: the report is held at the registered office, available to the shareholders, at least eight days before the date of the meeting called to decide on the conversion (article R.224-3). Where the shareholders are consulted in writing, the text of the report is sent to each of them and attached to the proposed resolutions.

Conseil Hayot Expertise: a successful transformation is not limited to the commissioner's report. It is also necessary to re-read the tax system, the social status of the manager, current contracts and the coherence of the new statutes. Each point deserves special attention.

Two eight-day deadlines overlap, and they do not cover the same formality. Article R.224-3 of the French Commercial Code governs availability at the registered office, article R.123-105 governs the filing. The first is counted back from the date of the meeting; where the shareholders are consulted in writing, article R.224-3 requires the report to be sent to each shareholder with the text of the proposed resolutions, while article R.123-105 sets the filing eight days before the deadline for the shareholders' replies.

In practice those eight days set the date of the meeting, not the other way round. The calendar is therefore built back from the delivery of the report, adding the time needed to produce it and, where the shareholders are not unanimous on the choice of auditor, the time needed for the application to the president of the commercial court.

Fees themselves are freely agreed: there is no regulated scale for this mission. The scale and production times used by the firm are set out on our transformation auditor in Paris page.

The transformation of a company is a structuring operation that requires rigorous preparation. Here are the points on which the calendar and the validity of the operation are decided:

Anticipate the appointment of the commissioner#

The amicable route requires the unanimous agreement of the shareholders on the choice of auditor (article L.224-3). Failing that, the appointment goes through an application by a director to the president of the commercial court (article R.22-10-7), whose duration adds to the time needed to produce the report and to the eight days preceding the meeting. It is this chain, not the report alone, that sets the meeting date.

Articulate the report with the latest accounts#

No text sets the accounting basis of the report: article R.224-3 imposes the certification, not its support. In practice the auditor starts from the latest approved annual accounts; where those accounts are old or the situation has changed appreciably since, interim accounts are often requested. That is a point to settle with the appointed professional, not a legal obligation.

Take care of the provision of the report#

The report must be held at the registered office at least eight days before the meeting, and filed within the same period (articles R.224-3 and R.123-105). The nullity provided for by article L.224-3 is however attached to another fact: failing express approval by the shareholders, recorded in the minutes, a conversion carried out in breach of that article may be annulled. And since 1 October 2025 it is no longer automatic: article 1844-12-1 of the French Civil Code, created by ordinance no. 2025-229 of 12 March 2025, makes any nullity of a corporate decision subject to three cumulative conditions, namely a grievance suffered by the claimant, an influence of the irregularity on the substance of the decision, and consequences of the nullity that are not excessive for the corporate interest.

Check the consistency of the new statuses#

The statutes of the new legal form must be drafted carefully. They must in particular provide for the rules of governance, the conditions for decision-making and the rights of shareholders. An error in the statutes can have lasting consequences.

Secure the meeting minutes#

This is where the sanction plays out. Article L.224-3 provides that, failing express approval by the shareholders recorded in the minutes, a conversion carried out in breach of that article may be annulled: the minutes must therefore carry a resolution ruling expressly on the valuation of the assets and on the special advantages, which the shareholders may only reduce unanimously. As to the majority itself, article L.227-3 leaves no room: the decision to convert into a simplified joint-stock company is taken unanimously by the shareholders, and the text provides for no exception.

Think about post-transformation formalities#

The conversion entails several formalities. Since 1 January 2023, modification formalities are declared online on the business formalities one-stop shop operated by the INPI, which then forwards them to the recipient bodies, including the commercial court registry. Publication in a legal notices medium and the updating of contracts and administrative authorisations remain, and above all the filing of the transformation auditor's report, which follows its own eight-day timetable before the meeting (article R.123-105).

Appoint a transformation auditor

The transformation auditor's report is a bounded document: three elements of content, two eight-day deadlines, and a sanction attached not to the report but to the express approval recorded in the minutes. The more structuring the transformation, the more it must be prepared in advance. The commissioner's report is not a simple formality: it constitutes the cornerstone of the legal certainty of the operation.

Companies that anticipate this stage benefit from a fluid transformation, without surprises or delays. Those who discover it at the last moment expose themselves to unnecessary complications, additional costs and sometimes irregularities.

(Official sources: articles L.224-3, R.224-3, R.123-105, R.22-10-7, L.223-43, L.225-244, L.227-1, L.227-3 and L.210-6 of the French Commercial Code; article 1844-12-1 of the Civil Code, created by ordinance no. 2025-229 of 12 March 2025; CNCC, legal studies commission, opinion EJ 2015-15; Entreprendre.Service-Public.gouv.fr on the change of legal form)