Transformation Commissioner: Legal and Practical Guide 2026

This guide is written for expats and foreign founders by a French CPA, an English-speaking accountant in Paris, with practical focus on accounting in France, French corporate tax, business setup in France and French payroll.

The transformation commissioner is a professional designated to intervene during the change of legal form of a company. Its mission is to verify and certify that the amount of equity is at least equal to the share capital, thus guaranteeing that the new legal form has a solid financial basis and that the partners or shareholders are not harmed in the operation.

This mission is governed by article L. 224-3 of the Commercial Code, which provides:

"During any transformation into a joint stock company, an accurate certified balance sheet is drawn up by the company's auditor or, in the absence of an auditor, by an expert appointed by the court."

The mission is required during any transformation of a company taking the form of a joint stock company, that is to say mainly:

Important note: The transformation of a SAS into an SARL is not technically covered by article L. 224-3. However, certification of the balance sheet by the auditor or a chartered accountant generally remains required by the registry to ensure the viability of the operation.

The continuity of the legal personality#

The transformation is a capital operation but which does not create a new legal entity: it only modifies the legal form. The company keeps its SIREN number, its contracts, its receivables and debts, its employees, and its creation date. Only the operating rules change.

If the company already has an auditor#

If the company undergoing transformation already has an auditor (because it is obliged to do so or has appointed him voluntarily), it is he who carries out the mission of transformation auditor. There is no need to appoint an additional professional.

If the company does not have an auditor#

If the company does not have an auditor (common case for small SARL or EURL), a registered auditor (or an expert appointed by the court) must be specially appointed for this mission.

The designation is:

1. By agreement of the partners: the partners choose by mutual agreement a registered auditor;
2. By order of the President of the Commercial Court: in the absence of agreement, any party may refer the matter to the court (interim procedure or order on request), which appoints the commissioner ex officio.

Step 1 – Acceptance and engagement letter#

The transformation commissioner sends a mission letter specifying the scope of his work, the deadline for submitting the report and his fees.

Step 2 – Equity Analysis#

The professional examines the balance sheet of the company on the date closest to the transformation (intermediate balance sheet or last approved balance sheet). It checks:

• That equity is positive;
• That the equity is at least equal to the share capital mentioned in the future statutes of the transformed company;
• The quality of assets and the existence of possible unrecognized liabilities (provisions for risks, ongoing litigation, off-balance sheet commitments).

Step 3 – The transformation commissioner's report#

At the end of his work, the auditor prepares a written report intended to be presented to the meeting of shareholders called to vote on the transformation. This report includes:

1. The description of the mission and the scope of the work;
2. The balance sheet closing date used as a reference;
3. The description of the diligence carried out (verification of equity, review of significant assets, off-balance sheet commitments, known disputes);
4. The conclusion: certification that equity is at least equal to share capital, or indication of points of attention if this is not the case.

⚠️ If the equity is lower than the share capital: The auditor cannot certify favorably. The transformation is then blocked unless the share capital is reduced or the company is recapitalized before the transformation.

Step 4 – Extraordinary general meeting vote#

The report of the transformation commissioner is made available to the partners before the extraordinary general meeting (EGM) which decides on the transformation. The transformation is adopted according to the majority rules specific to the original legal form (eg: 2/3 of the shares for an SARL).

Step 5 – Legal formalities#

After the favorable vote of the AGM:

• Drafting and signing of new statutes;
• Publication of a notice of transformation in a Journal d'Annonces Légales (JAL);
• Submission of the modification file to the registry of the Commercial Court (form M2, new statutes, auditor's report, AGM minutes, proof of publication);
• Update of the Kbis by the registry.

The transformation of SARL into SAS is by far the most common in the practice of French SMEs. It is motivated by:

• Greater statutory flexibility: the SAS allows you to freely organize governance, issue preferred shares, and adjust approval and pre-emption clauses.
• Facilitating the entry of investors (business angels, venture capital funds) who prefer the SAS.
• Possibility of issuing BSPCE (Business Creator Share Subscription Warrants) to motivate employees and key collaborators.
• Possible dissociation between voting rights and dividend rights.

The mission of the transformation commissioner takes on its full meaning in this context: it secures the operation, reassures future investors and guarantees the legal compliance of the transformation vis-à-vis third parties.

During a transformation, all current contracts (commercial leases, customer contracts, supplier contracts, employment contracts) are automatically transferred to the new legal form without the need for an amendment. Legal personality is continuous.

However, it is recommended to check the change of control or legal form clauses in the most important contracts (leasing, commercial lease, strategic partnerships) to anticipate any prior agreement from the co-contractor.

Hayot Expertise supports managers in their legal transformation operations from Paris (8th arrondissement), in Île-de-France and throughout all of France (remote interventions).

Our complete transformation support#

Beyond the sole mission of curating the transformation (legal mission), we can support you throughout the entire process:

1. Preliminary audit: Review of the balance sheet, identification of blocking points, anticipation of tax problems.
2. Legal mission of processing commissioner: Drafting of the regulatory report.
3. Tax optimization: The transformation can generate significant tax consequences (taxation of unrealized capital gains, conditional neutrality). We advise you in advance.
4. Legal support: In coordination with your lawyer or notary, we secure the drafting of the new statutes.
5. Legal formalities: We can manage the filing formalities at the registry.

Indicative deadlines#