Contribution Commissioner: Role, Obligations and Procedure in 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 contribution auditor is an independent professional — necessarily an auditor registered on the list of the competent CRCC — responsible for evaluating the contributions in kind made during the formation of a company or a capital increase. Its mission is governed by articles L. 225-8 to L. 225-14 (for SA), L. 223-9 (for SARLs), L. 227-1 (for the SAS) and L. 236-10 (for merger operations) of the Commercial Code.

Its role is fundamental: it protects partners, future shareholders and creditors against the risk of overvaluation of a contribution. If a contributor overestimates the value of an asset he contributes, the other partners would be harmed because they pay (via their cash contributions) a fraction of a company which would be worth less than the sum of their contributions.

Not to be confused with:

• The merger commissioner: verifies the value and the exchange parity in a merger/split.
• The transformation commissioner: certifies the amount of equity during a change of corporate form.
• The auditor: certifies the annual accounts as part of the annual legal audit.

When forming a company#

Simplified Joint Stock Company (SAS)

The appointment of a contributions commissioner is mandatory when setting up an SAS with contributions in kind (Article L. 227-1 paragraph 5 of the Commercial Code, referring to L. 225-14 et seq.). There is no possible exemption for the SAS when it is set up: whatever the value of the contribution, recourse to the contribution commissioner is required.

Limited Liability Company (SARL)

According to article L. 223-9 of the Commercial Code, the appointment of a contribution auditor is in principle required. However, a unanimous dispensation is possible since the order of March 12, 2014 (confirmed by the PACTE law), under three cumulative conditions:

1. The value of no contribution in kind exceeds €30,000;
2. The total value of all contributions in kind does not exceed half of the share capital;
3. All the founding partners decide, unanimously, not to use a contribution commissioner.

⚠️ If one of these three conditions is not met, the contribution commissioner is mandatory even in an SARL.

Limited Company (SA)

The appointment of a contributions commissioner is always obligatory when setting up an SA with contributions in kind, in accordance with articles L. 225-8 to L. 225-14 of the Commercial Code. There are no exceptions.

During a capital increase by contributions in kind#

For all companies (SA, SAS, SARL), during a capital increase carried out by contributions in kind, the appointment of a contributions commissioner is mandatory. The same rules as during incorporation apply: exemption possible in SARL under strict conditions, always obligatory in SA and SAS.

During mergers, splits and partial asset contributions#

In the context of merger, demerger or partial contribution of assets, one or more merger commissioners are appointed (articles L. 236-10 to L. 236-13 Commercial Code). The merger auditor is also a registered auditor, and fulfills a role similar to the contribution auditor but in a restructuring context.

Contributions in kind can relate to very diverse goods. The contributions auditor must evaluate each one according to recognized and justified methods:

The contributions commissioner is not himself an evaluator: he assesses the methods used, the hypotheses retained, and can be assisted by an expert (surveyor, real estate expert) whose work he controls.

Designation by the founding partners#

The founders (or existing partners for a capital increase) can appoint by mutual agreement the contribution auditor of their choice, provided that he or she is registered on the list of a CRCC (Regional Company of Auditors).

Designation by order of the President of the Commercial Court#

If the partners do not agree or do not appoint a contribution commissioner, any partner may refer the matter to the President of the Commercial Court (ruling in summary proceedings or in summary proceedings) so that he can appoint a contribution commissioner ex officio. The referral is quick (a few days).

Step 1 – Mission letter#

The contributions auditor sends the founders (or the company) an mission letter specifying the purpose of his mission, the planned procedures and his fees. This letter is accepted by the parties.

Step 2 – Data collection and analysis#

The commissioner receives all supporting documents relating to the goods contributed: property deeds, balance sheets, income statements, contracts, expert reports, independent evaluations, etc.

Step 3 – Assessment Due Diligence#

It analyzes the valuation methods used, compares them to market practices and can carry out additional verifications (site visit, interviews with managers, consultation of databases of comparable transactions).

Step 4 – Report of the contributions auditor#

The contributions auditor draws up a written report including:

1. The list of contributions in kind examined with their value proposed by the contributor;
2. The description of the diligence carried out and the evaluation methods analyzed;
3. Its conclusion: it indicates whether the value retained for each contribution appears to correspond at least to the nominal value of the shares/shares issued in return (and, where applicable, to the issue premium). It specifies whether the value is not overvalued.

⚠️ Attention: The civil and criminal liability of the contribution commissioner is engaged if his conclusions are inaccurate. This is why the mission requires absolute rigor.

Step 5 – Filing with the court office#

The contribution commissioner's report is attached to the statutes and filed with the Registry of the Commercial Court upon registration of the company (or upon registration of the capital increase).

Failing to appoint a contribution commissioner when this is obligatory exposes the founders and the company to serious consequences:

• Invalidity of the company or of the decision having decided on the capital increase (under the conditions provided for by law);
• Civil liability of the founders towards injured partners in the event of overvaluation;
• Criminal liability of directors for distribution of fictitious dividends if the asset is overvalued.

Hayot Expertise carries out contribution auditing missions for companies of all legal forms (SAS, SARL, SA, SCI, etc.) in Paris (8th arrondissement), in Île-de-France (Hauts-de-Seine, Val-de-Marne, Yvelines, Essonne, Seine-et-Marne) and throughout all of France thanks to our remote organization.

Our contribution audit process#

• Responsiveness: We can accept a contribution commissioner mission within a few working days. Legal deadlines are respected so as not to block your creation or restructuring project.
• Multi-sector expertise: We evaluate contributions relating to business assets, company securities, real estate portfolios, patents, brands and digital assets.
• Rigorous and regulatory report: Our report complies with professional standards and the expectations of the Ile-de-France and national commercial court registries.
• Transparent price: Our fees are set according to the complexity of the contributions and the diligence time required. A quote is given to you before acceptance.

Indicative deadlines#