Contribution Auditor in France (Commissaire aux Apports): 2026 Guide

This guide explains the framework: the role of the contribution auditor, when the appointment is mandatory, the available exemptions and how the procedure runs. If you already need a contribution auditor appointed for your transaction, with a quote and a timetable, our contribution auditor in Paris page handles that request.

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.

A contribution auditor (commissaire aux apports) values the contributions in kind made to a French company. The appointment is mandatory in an SAS, SARL or SA, unless the shareholders unanimously waive it where no single asset exceeds EUR 30,000 and total contributions in kind stay at or below half of the share capital. Without one, shareholders are jointly liable for five years for the value retained.

The contribution auditor is an independent professional appointed to assess the value of contributions in kind made to a company, either at incorporation or on a capital increase. The engagement is governed by articles L. 223-9 and L. 223-33 (SARL), L. 225-8 and L. 225-147 (SA) and L. 227-1 (SAS) of the French Commercial Code.

The purpose is protective. If a contributor overstates the asset they contribute, they receive more shares than they should: the other shareholders, who paid in cash, are diluted in a company worth less than the total shown on its balance sheet. Creditors, for their part, face a share capital that corresponds to nothing.

What the report certifies, and what it does not#

This is the distinction most founders discover when they read the report, sometimes too late to adjust the structure.

The contribution auditor does not set the value: the parties do. Nor does the auditor guarantee that the asset is worth exactly the figure retained, and says nothing about its future profitability. The opinion is narrower and stronger than that: it states that the value retained is not overstated, meaning that it corresponds at least to the nominal value of the shares issued in exchange, plus any issue premium.

In practice, a favourable report does not protect you from having overpaid. It protects you from being pursued for overvaluation. And, conversely, an auditor may perfectly well retain a value lower than the one you hoped for.

Who may be appointed#

A persistent misconception circulates here, including among finance professionals.

In an SARL, article R. 223-6 of the Commercial Code, in force since 1 January 2024, is explicit: the contribution auditor is chosen "from among the statutory auditors registered on the list provided for in I of article L. 821-13 or from among the experts registered on one of the lists drawn up by the courts and tribunals". Article 9 bis of the Law of 1 July 1901 sets out the same dual route for transactions between associations. Being a statutory auditor is therefore not the only route to the engagement.

Three points worth knowing:

• The register of statutory auditors is the one referred to in I of article L. 821-13, maintained by the Haute Autorité de l'Audit (H2A), which replaced the former H3C on 1 January 2024. The widespread phrase "registered with the CRCC" describes membership of a regional body, not the official register.
• For companies limited by shares, the former article R. 225-7, which carried the same rule, has been repealed since 1 January 2021. Article L. 225-8 simply provides for appointment by unanimous decision of the founders or, failing that, by court decision, and refers to the incompatibilities in article L. 821-31.
• In practice, the engagement is overwhelmingly entrusted to a statutory auditor, because the professional framework, the insurance cover and the habits of the commercial registries all point that way. That is a dominant practice, not a legal monopoly.

The requirement that admits no exception is independence. The firm that keeps your books cannot value your contributions: that would be self-review. It refers the engagement to another practitioner.

One profession carries several distinct engagements, and confusing them means appointing the wrong person, then starting again.

The underlying logic is simple: the statutory auditor looks at a financial year, the contribution auditor looks at a transaction. The first is a recurring control, the second a one-off act of legal security.

The principle is straightforward: every contribution in kind calls for a contribution auditor. Waivers are the exception, and they do not operate in the same way depending on the corporate form and the moment of the transaction. That is exactly where mistakes arise.

The decision table#

The cumulative conditions for a waiver#

Where a threshold-based waiver is available, it requires three elements, not two:

1. No single contribution in kind, taken on its own, exceeds EUR 30,000 (article D. 223-6-1 for the SARL, article D. 227-3 for the SAS);
2. The total value of contributions in kind not submitted for valuation does not exceed half of the share capital;
3. The decision is taken unanimously by the future shareholders.

If any one of these is missing, the contribution auditor becomes mandatory again. The condition most often overlooked is the second: founders check that each asset stays below EUR 30,000 and forget the aggregate. Three contributions of EUR 25,000 in a company with EUR 60,000 of capital represent 75 % of the capital, so the waiver is closed even though no individual asset breaches the threshold.

Incorporation or capital increase: where the waiver really applies#

This is the most poorly handled distinction, including in otherwise serious material.

In an SARL, the waiver also applies on a capital increase. Article L. 223-33 provides that "if the capital increase is carried out, in whole or in part, by contributions in kind, the provisions of article L. 223-9 are applicable". The cross-reference is complete, so the unanimous waiver carries across. One nuance matters: at that stage the five-year joint liability falls on the managers and the persons who subscribed to the increase, not on the shareholders generally.

In an SAS, the waiver applies at incorporation only. Article L. 227-1 reserves the option to the "future shareholders". For a capital increase, article L. 225-147 applies through the cross-reference to the rules for public limited companies, and it carries no threshold-based waiver. In other words, an SAS incorporated without a contribution auditor will need one for its first subsequent contribution in kind, however modest.

In an SA, waivers exist, but not the ones people expect#

The idea that there is "no exception" for an SA is inaccurate. Two articles open a waiver, based not on thresholds but on the nature of the asset contributed:

• At incorporation (article L. 225-8-1), by decision of the founders, where the contribution consists of transferable securities giving access to capital or money market instruments valued at the weighted average price over the three months preceding the effective date of the contribution, or of other assets already valued at fair value by a contribution auditor within the preceding six months.
• On a capital increase (article L. 225-147-1), in the same two cases, by decision of the board of directors or the management board. The text requires a fresh valuation where new circumstances materially affect the value, and allows shareholders representing 5 % of the capital to demand a valuation.

EURL, SASU and the contribution of a sole trader's business#

A sole individual shareholder who carried on their professional activity in their own name before the company was formed, and who contributes items appearing on the balance sheet of their last financial year, is exempt from a contribution auditor for those items. The rule applies to the EURL (article L. 223-9, last paragraph) and to the SASU (article L. 227-1).

Two points that are rarely spelled out:

• The text refers to carrying on business in one's own name, with no reference to the former EIRL regime, which has been closed to new registrations since Law no. 2022-172 of 14 February 2022 created the single sole-trader status. Grounding the waiver on the EIRL is now a misreading.
• The waiver only covers items already on the balance sheet. Goodwill built up but never recognised, an unrecorded client base, or an asset acquired after the year end all fall outside it and return to the ordinary rules.

Since 2022 there is often a simpler route: the universal transfer of the professional estate, which transmits the business as a block rather than breaking it into contributions. The choice between contribution and universal transfer is made case by case, in particular in the light of the debts transferred and the security interests in place.

Mergers, demergers and partial asset contributions#

In these transactions it is not a contribution auditor who acts but one or more merger auditors (articles L. 236-10 et seq.). Their remit is wider: they also report on the exchange ratio.

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

The contribution auditor is not a valuer: they assess the methods used and the assumptions retained, and may be assisted by an expert (surveyor, real estate expert) whose work they review.

Contributions in kind, in cash and in services: what triggers the engagement#

Only a contribution in kind calls for a contribution auditor. The other two categories follow different rules, and confusing them wastes time.

• A cash contribution is a payment of money. It never gives rise to a contribution audit, but it has its own paying-up rules, set out in our article on cash contributions and paying up the capital.
• A contribution in services is a contribution of know-how or work. It does not form part of the share capital and is therefore not valued by a contribution auditor, as explained in our article on contributions in services.
• A contribution in kind is any contribution of an asset other than money. That, and only that, raises the question of a contribution auditor.

One of the most frequent cases is the contribution of shares to a holding controlled by the contributor, to structure a group or prepare a sale. The contribution auditor is mandatory to value the contributed shares, and the report documents the value retained for the tax deferral of article 150-0 B ter of the French Tax Code, enforceable in the event of a tax audit.

Regime tightened by the Finance Law for 2026 (Law no. 2026-103 of 19 February 2026). In its version in force on 21 February 2026, article 150-0 B ter makes the deferral conditional, where the holding sells the contributed shares, on reinvesting at least 70 % of the sale proceeds in an eligible economic activity within three years of the sale, the reinvested assets being held for at least five years from the date they are recognised as assets. The text expressly excludes from the benefit of that derogation the management of the taxpayer's own property portfolio. The new regime applies to sales carried out from the day after publication of the law; for earlier sales, the previous regime still applies.

The exact scope of eligible reinvestments has to be read in the text itself, and it is the first thing to settle before signing: a structure whose reinvestment is not eligible loses the deferral, triggering tax on a gain that may be several years old. The contribution auditor's report must therefore be aligned with the overall tax architecture. See our contribution auditor service in Paris and our analysis of the share contribution to a holding.

Short answer: between EUR 1,500 and EUR 5,000 excluding VAT in the vast majority of engagements, depending on the nature of the assets contributed and the number of contributors.

These figures cover scoping, the due diligence, the report appended to the articles and support with the filing. Real estate above EUR 1m, a group of companies or an unusual intangible are quoted after scoping.

The six factors that move the quote#

1. The number of assets contributed, far more than their combined value: three heterogeneous assets require three valuation approaches.
2. The nature of the asset: a vehicle with a market quotation takes an hour, a brand or a piece of software requires a royalty or reconstitution-cost analysis.
3. The quality of the documentation provided. A complete file at the first exchange structurally costs less than one rebuilt through chasing.
4. The number of contributors, which multiplies independence checks and correspondence.
5. Whether a prior valuation exists (real estate appraisal, valuation report) that the auditor reviews instead of building.
6. The timetable: fitting an engagement around a signing date already fixed is not the same workload as a file handled as it comes.

Why there is no official fee scale#

Many people look for a "regulated tariff" for contribution auditors. There is none. Unlike registry or notary fees, which are set by order, the fees of a contribution auditor are freely negotiated. They are agreed before the engagement and recorded in the engagement letter, based on the estimated time.

Two practical consequences. A price gap between two practitioners does not necessarily signal a difference in quality: it may reflect a different reading of the scope. And a quote markedly below the others deserves one simple question, namely how many hours are planned, because an under-supported report exposes everyone, starting with you.

Searching for an "online contribution auditor" is entirely reasonable: much of the engagement can be run remotely without any loss of quality. You simply need to know what can be handled digitally and what cannot.

What can: transmitting documents, exchanging analysis, electronic signature of the deeds, and filing through the single business formalities window.

What cannot: the appointment, which is personal and names an identified individual; the signature of the report, which engages the professional liability of the signatory; and, where the nature of the asset requires it, a site visit or physical inspection.

The risk area is therefore the platform that sells an engagement without naming the professional who will sign it. Four questions settle the matter:

1. Who will sign the report? A name, not a brand.
2. On which register is that person listed? The register under I of article L. 821-13, or a court of appeal expert list.
3. What exactly is covered by the advertised price, and what triggers a supplement?
4. Who files the formality, and how long after signature?

A serious provider answers all four directly. One that dodges the first is best avoided.

This is the question that comes up most often outside Paris, and the answer often surprises: a contribution auditor has no territorial jurisdiction. The registration that qualifies them, under I of article L. 821-13 or a judicial expert list, is not divided by court district. An auditor based in Paris can validly be appointed for a company whose registered office is in Lyon, Marseille or Angers, and the vast majority of engagements are now run remotely.

Three things do depend on the location of the registered office:

1. The court with jurisdiction if the shareholders cannot agree and an appointment has to be made by order of the president, on application.
2. The registry with which the formality is filed.
3. The site visit, where the contribution is a trading business, a building or inventory that has to be seen.

In other words, searching for "contribution auditor" followed by your city is an understandable reflex, but it narrows the field for no good reason. The right criterion is not distance: it is the practitioner's experience with the type of asset you are contributing. Restaurant goodwill, a patent portfolio and unlisted company shares call for three different skill sets.

Hayot Expertise is based at 58 rue de Monceau, Paris 8. Engagements are run remotely across France, with a site visit where the nature of the contribution justifies it.

An association has no share capital, so no contribution in kind in the company-law sense. An auditor may nonetheless be required, under a distinct regime.

Between associations, article 9 bis of the Law of 1 July 1901 governs mergers, demergers and partial asset contributions. Where the total value of all contributions reaches at least EUR 1,550,000 (threshold set by decree no. 2015-1017 of 18 August 2015, in force since 1 October 2015), the resolutions must be preceded by consideration of a report by a merger, demerger or contribution auditor, appointed jointly by the participating associations. The report addresses the valuation methods, the value of assets and liabilities, and the financial terms of the transaction.

The auditor is chosen by the same dual route as for companies: from among statutory auditors on the register under article L. 821-13, or from among experts on one of the lists drawn up by the courts and tribunals.

From an association to a company, by contrast, the transaction falls back under ordinary rules. An association contributing its activity to a commercial company, a SCIC or an SAS is in the position of an ordinary contributor in kind: the regime of the receiving corporate form applies.

Route 1: unanimous appointment#

The founders, or the existing shareholders on a capital increase, appoint by mutual agreement the contribution auditor of their choice (articles L. 225-8 and L. 225-147 for companies limited by shares, L. 223-9 and L. 223-33 for the SARL). This is the normal route, the quickest and the least expensive. Unanimity is required: a single objection closes it.

Route 2: appointment by order of the president of the court#

Failing unanimity, the appointment is made by court decision, on the application of a founder, a shareholder or the manager. For the SARL, article R. 223-6 states that the auditor is appointed "by order of the president of the commercial court ruling on application".

In practice the application is filed with the registry of the court for the place of the registered office, together with the draft articles or the draft capital increase, a description of the contributions and a proposed practitioner. The procedure on application is non-adversarial, and therefore quick: it is measured in days rather than weeks, but it adds a step and a cost that prior agreement avoids.

Incompatibilities to check before choosing#

Three checks are needed before settling on a name. The practitioner must have no interest linking them to the receiving company, the contributors or the other shareholders (incompatibilities under article L. 821-31). They must not be in a position of self-review, which rules out the firm that keeps the company's books. And if they have already valued the same shares in another context, the question of independence arises and is settled before appointment, not after the report.

Step 1: independence check and engagement letter#

Before anything else, the auditor confirms that no incompatibility applies and that no interest links them to the company, the contributors or the other shareholders. They then accept the engagement in writing and issue an engagement letter setting the scope of the contributions, the procedures, the timetable, the fees and the list of documents required.

Step 2: collection and review of documents#

The auditor receives the supporting documents relating to the assets contributed: title deeds, balance sheets and tax returns, income statements, leases, contracts, expert reports, independent valuations. This is the stage where the quality of the file provided determines the real duration of the engagement.

Step 3: valuation procedures#

The auditor reviews the methods retained, compares them with observed market practice, and carries out the necessary additional checks: site visit, interviews with management, cross-checks against comparable transactions. They may be assisted by an expert whose work they review.

Step 4: discussing the value with the parties#

A stage rarely described, and yet the most useful. Where the analysis leads to a value below the one envisaged, the auditor says so before drafting. The parties can then adjust the contribution value, revise the number of shares issued, or change the scope of the contribution. In a well-run file, a report is never a surprise.

Step 5: drafting and signing the report#

The auditor drafts a written report and signs it personally.

Note. The auditor's civil and professional liability is engaged by their conclusions. It is that liability, borne by an identified individual, that gives the report its value.

Step 6: annexing to the articles and filing#

The report is appended to the articles of association (or to the capital increase resolution) and accompanies the incorporation or amendment formality, filed through the single business formalities window.

Indicative timescales#

The six sections of the report#

1. Identification of the receiving company, the contributors and the framework of the transaction.
2. Description of each contribution in kind, asset by asset.
3. The value proposed by the contributor for each, and the consideration in shares.
4. The procedures performed and the valuation methods reviewed, with the assumptions retained.
5. Any observations: areas of uncertainty, limitations on the work, items not provided.
6. The conclusion: whether the value retained for each contribution corresponds at least to the nominal value of the shares issued in exchange, plus any issue premium, in other words whether it is not overstated.

Why you will not find a template to download#

This is a frequent search, and the honest answer is that a template would be of no use to you.

The contribution auditor's report is not an administrative form: it is a personal act, signed by an appointed professional, engaging their liability on conclusions drawn from procedures they carried out themselves. A template filled in by the contributor, or by the receiving company, would carry no weight: it would be signed by the wrong person, unsupported by any work, and both a registry and a court would see that immediately.

What is legitimate, and what you can ask of any professional before appointing them:

• the standard outline of their report, so you know what you will receive;
• the list of documents they expect, so the file can be prepared upstream and the timetable shortened;
• an anonymised example of a report already issued on a comparable asset.

Those three tell you far more than a blank template, and they are a good test of how serious your contact is.

Omitting the appointment where it is mandatory, or retaining a value different from the one proposed by the auditor, produces two certain effects.

Five-year joint and several liability. The shareholders (or, on a SARL capital increase, the managers and the subscribers) are jointly and severally liable for five years, towards third parties, for the value assigned to the contributions in kind. This is the heart of the mechanism, set out in articles L. 223-9, L. 223-33 and L. 227-1 of the Commercial Code.

In practical terms, an unpaid creditor can, five years after incorporation, challenge the value of a contributed business and pursue the shareholders on their personal assets up to the amount of the overvaluation. The risk does not sit with the company: it sits with individuals. And it runs from the date of the contribution, not from the date the problem comes to light.

Criminal sanction for fraudulent overvaluation.

Contrary to a widespread belief, the EUR 375,000 fine is specific to the SARL. In an SA or an SAS the criminal provision caps the fine at EUR 9,000, an old figure regularly criticised but still in force. The custodial sentence, however, is identical in all three cases, and that is what matters: the offence requires fraudulent, therefore intentional, overvaluation.

Depending on the circumstances, the risk of fictitious dividend distribution where an asset is overvalued, and a reassessment of registration duties, may be added.

The right order of magnitude. A contribution auditor's report costs, in most files, between EUR 1,500 and EUR 5,000 excluding VAT. A joint liability claim bears on the valuation gap, with no cap, over five years. The arithmetic does not take long.

Two situations encountered routinely, set out to illustrate the reasoning. These are not client files.

Case A: the waiver that was taken for granted. Three shareholders form an SARL with EUR 60,000 of capital. They contribute equipment worth EUR 25,000, a van worth EUR 18,000 and inventory worth EUR 12,000, the balance in cash. No single contribution exceeds EUR 30,000, so they conclude that the waiver applies. But the contributions in kind total EUR 55,000, more than 90 % of the capital, far above half. The second condition is not met and a contribution auditor is mandatory. Without one, the three shareholders would have exposed their personal assets for five years to the value of three assets they had appraised themselves.

Case B: contributing shares to a holding. A director contributes the shares of their trading company to a holding they control, to prepare a sale two or three years out. The contribution auditor values the shares contributed. Two issues overlap: the legal security of the contribution, and documenting the value for the tax deferral under article 150-0 B ter, which must stand up to a tax audit. Here the costly mistake is not overvaluation but under-documentation: a value that is correct but poorly supported is hard to defend five years later. The engagement is coordinated with the tax adviser on the transaction.