Statutory Auditor Attestations & Reports in Paris

Statutory Auditor Attestations & Reports in Paris — Special Reports, Attestations and Related Services#

Beyond the annual statutory audit, the commissaire aux comptes (statutory auditor) is called upon to issue special reports or attestations for specific corporate events: related-party transactions, capital transactions, interim dividend distributions, company transformations, or attestations required by banks, public funders and investors. These documents fall under distinct normative frameworks — special reports codified in the French Commercial Code, attestations governed by the professional auditing standards (NEP) applicable to the nature of each engagement, or directly related procedures (DDL) — and are enforceable against third parties when issued in the form required by law or the applicable professional standard.

The special report on related-party transactions (conventions réglementées) is one of the most common related engagements. It applies to sociétés anonymes (art. L.225-38 and L.225-40 of the French Commercial Code), simplified joint-stock companies (SAS, art. L.227-10) and limited liability companies (SARL, art. L.223-19) whenever an agreement is entered into between the company and one of its directors, significant shareholders or connected persons.

What the statutory auditor does — and does not do#

The statutory auditor's role is one of disclosure, not authorisation. The auditor identifies agreements subject to the procedure, records those that were — or should have been — authorised by the board of directors or supervisory board, and presents the special report to the ordinary general meeting (AGO), which has sole authority to approve the agreements.

Three categories to distinguish#

It is essential not to confuse:

• Regulated agreements (conventions réglementées): subject to prior board authorisation and AGO approval, then reported in the statutory auditor's special report.
• Prohibited agreements: expressly banned by law (art. L.225-43 for SA), void as of right and excluded from the special report.
• Ordinary agreements concluded on arm's-length terms: unrestricted and not subject to the procedure, although the characterisation itself may be disputed between the parties.

Our view: Characterising an agreement as "ordinary, concluded on arm's-length terms" is one of the most frequent friction points in practice. Rent charged by the director to their own company, an intra-group loan or a shareholder current account advance are not automatically unrestricted. Where characterisation is uncertain, prudence dictates treating the agreement as regulated and initiating the formal procedure.

Attestations issued by the statutory auditor outside the annual certification fall into two categories: services other than the certification of accounts (SACC) or directly related procedures (DDL), each governed by the professional auditing standards (NEP) applicable to the nature of the engagement — including NEP-9510 for procedures related to the management report, and other relevant standards depending on the type of engagement.

Revenue attestation#

This is the most frequently requested attestation in practice. It is required in a variety of situations:

• Verifying compliance with financial covenants in a bank loan agreement.
• Substantiating revenue for the grant or renewal of public funding (BPI, local authorities, European funds).
• Calculating contractual royalties or revenue-based fees indexed to turnover.
• Tendering for public contracts that require proof of financial capacity.

In practice: The scope must be precisely defined in the engagement letter: the period covered, the contractual definition of revenue to be attested (invoiced, collected, by segment) and the level of assurance. An attestation is not a full audit opinion — the statutory auditor does not certify the financial statements as a whole; they confirm the consistency of the specific item with data verified during the annual certification or with the supporting documents produced.

Specific attestations and agreed-upon procedures on isolated items#

Beyond revenue, the statutory auditor may attest to isolated items: average headcount, total payroll, compliance of an extra-financial indicator verified as part of the sustainability report (CSRD), or a finding on a specific accounting line item. Each attestation requires a separate engagement letter and reference to the applicable professional standard.

Capital reduction not motivated by losses#

When the extraordinary general meeting (AGE) resolves a capital reduction not motivated by losses (art. L.225-204 of the French Commercial Code for SA), the statutory auditor must report to the meeting their assessment of the reasons and terms of the transaction. This is not a blocking opinion, but an independent assessment for shareholders and creditors, who have a right of objection. The report must be filed with the commercial registry within the statutory deadlines and is thereby enforceable against third parties.

Interim dividend distributions#

The payment of an interim dividend is governed by art. L.232-12 of the French Commercial Code: it must be preceded by an interim balance sheet certified by the statutory auditor showing that the company has sufficient distributable profits since the close of the previous financial year. Without this certified interim balance sheet, the distribution is irregular and exposes the directors to personal liability claims.

The underestimated risk: Many directors of SAS or SA companies believe they can pay an interim dividend during the year on the sole basis of an internal accounting estimate. Where the company has a statutory auditor, the auditor's involvement is not optional — it is a legal requirement.

Other capital transactions — share buy-backs, share premiums, mergers or demergers — may also require specific statutory auditor involvement, to be analysed on a case-by-case basis depending on the legal form and scope of the transaction.

When a company is transformed into a société anonyme, the transformation auditor attests that the company's equity is at least equal to its share capital (art. L.224-3 of the French Commercial Code). This engagement may be entrusted to the existing statutory auditor or to a statutory auditor specially appointed for the occasion. It is distinct from the valuation of contributions in kind, which falls within the remit of the commissaire aux apports — see our dedicated page on valuation of contributions in kind. For a comprehensive overview of company transformation issues, see our guide to the commissaire à la transformation.

The statutory auditor has a legal obligation to verify the consistency and accuracy of the information provided in the management report against the annual accounts (art. L.823-10 of the French Commercial Code). These procedures are governed in particular by NEP-9510. Where inconsistencies are identified — financial data that cannot be reconciled with the accounts, unsubstantiated extra-financial indicators, or information required by law that is missing — the statutory auditor flags them in the general report. For entities within scope, this review extends to the sustainability report under the CSRD.

The European audit reform (EU Regulation 537/2014, Directive 2014/56/EU, transposed into French law by Ordinance 2016-315 of 17 March 2016) established a precise framework for statutory auditor engagements outside the annual certification.

Directly related procedures (DDL) are engagements that fall directly within the scope of the certification mandate — reading the half-year report, procedures in connection with a capital increase reserved for employees, etc. They do not require a separate engagement letter but form part of the principal engagement contract.

Services other than the certification of accounts (SACC) are engagements independent of the annual certification. They require a separate engagement letter and are subject to independence rules under articles L.822-9 to L.822-16 of the French Commercial Code: certain services are expressly prohibited when the firm already holds the certification mandate for the same entity (or a group entity), in order to avoid any conflict between the audit function and an advisory role. The list of prohibited services — defined by EU Regulation 537/2014 for public-interest entities and by national regulations for others — must be reviewed before accepting any engagement.

Our view: The distinction between DDL and SACC is frequently misunderstood, even among well-informed management teams. The difference is material: it determines the engagement letter, fees, professional indemnity coverage and the applicable independence rules. When in doubt, each engagement must be explicitly characterised before acceptance.

These engagements concern primarily:

• SA, SAS and SARL companies with related-party transactions to submit to the AGO, particularly where the director or significant shareholders conduct transactions with the company.
• Groups and holding companies carrying out capital transactions (reductions, interim dividends, share buy-backs) or proceeding with a change of legal form.
• Entities requiring attestations for their financial partners: banks (covenants), investors (data rooms), public funders (BPI, grants, calls for projects), contracting authorities (public tenders).
• Subsidised associations or publicly funded structures where the funder requires an attestation of the use of funds or level of activity.

For questions relating to the annual certification and mandatory appointment thresholds, see our page on statutory auditor services, Paris 8.

A typical one-off engagement follows several stages:

1. Preliminary scoping: identifying the nature of the engagement, the applicable standard (NEP or statutory provision), the recipient of the report or attestation and its intended use.
2. Engagement letter: formalising the scope, procedures, timelines and fees. Mandatory for any SACC; recommended for any specific DDL.
3. Procedures: gathering supporting documents, meetings with management and accounting teams, reconciliation with certified data or provisional accounts as applicable.
4. Issuing the report or attestation: a dated, signed document stating the capacity of registered statutory auditor and, where applicable, the H2A registration number.
5. Delivery and filing: delivery to the client, filing with the commercial registry where required (capital reduction report, special report on related-party transactions), or direct transmission to the third-party recipient (bank, funder).

Timelines vary by nature of engagement: a revenue attestation on available supporting documents can be issued within a few business days; a special report on related-party transactions or a capital reduction report typically requires 2 to 3 weeks to complete the procedures and review the corporate governance minutes.

Files reviewed in practice reveal recurring problem areas:

1. Characterising a regulated agreement as an "ordinary" agreement without rigorous analysis. An error in characterisation exposes the company to annulment of the agreement and personal liability claims against the directors — without the statutory auditor bearing responsibility for an agreement that was never submitted to them.

2. Paying an interim dividend without a certified interim balance sheet (art. L.232-12). The practice of distributing dividends "on estimate" is widespread in SAS companies and leads to irregular distributions, with risks of reclassification and personal liability for directors.

3. Confusing a statutory auditor attestation with a full audit opinion. A revenue attestation does not commit the statutory auditor on the regularity and accuracy of the accounts as a whole: it covers the isolated item within the scope defined by the engagement letter. Presenting an attestation as a "certification" to third parties is inaccurate and may be misleading.

4. Commissioning a SACC without checking the independence rules. Certain services are prohibited where the firm is already the entity's statutory auditor. Accepting such an engagement without verification exposes both the firm and the client to a challenge to the auditor's independence and, ultimately, to the validity of the annual certification.

5. Failing to formalise an engagement letter for a "simple" attestation. The absence of an engagement letter creates ambiguity about scope, level of assurance and the permitted use of the document. In the event of a dispute with a third-party recipient, both the firm and the client are left without a clear contractual framework.

Fees are set on a fixed-fee basis according to the scope of the engagement: nature of the intervention, volume of procedures, complexity of the agreements or capital transactions, and required timelines. Each engagement is governed by an engagement letter defining the precise scope and deliverables.

Hayot Expertise, located at 58 rue de Monceau, 75008 Paris, handles one-off statutory audit engagements across France. A preliminary scoping discussion is available without commitment — a formal quote is issued within 24 business hours.

Samuel Hayot is registered with the Ordre des experts-comptables (OEC Paris Île-de-France) and on the list of statutory auditors maintained by the Haute Autorité de l'Audit (H2A), the independent supervisory authority that succeeded the H3C on 1 January 2024 (Ordinance 2023-1142 of 6 December 2023).

These one-off engagements fit within the broader statutory audit mandate. For the annual certification of accounts and statutory audit, see our page on statutory audit and commissaire aux comptes, Paris. For mandatory appointment thresholds, the audit mandate and post-PACTE Act issues, see our page on commissaire aux comptes, Paris 8. For a contractual audit or due diligence engagement outside a statutory mandate, see our page on audit firm, Paris. For the valuation of contributions in kind on incorporation or capital increase, see our page on commissaire aux apports, Paris. For issues specific to changes of legal form, see our guide to the commissaire à la transformation.

Page prepared by Hayot Expertise. Current as of 5 June 2026. Legal references (French Commercial Code, NEP standards, EU Regulation 537/2014, Ordinance 2023-1142) are cited for information purposes and should be verified in their current consolidated version. This article is informational and does not substitute for an analysis of your specific situation by a statutory auditor.

Reference sources: legifrance.gouv.fr (French Commercial Code, Ordinance 2023-1142 of 6 December 2023, Ordinance 2016-315 of 17 March 2016); h2a-audit.fr (list of statutory auditors, professional auditing standards); EU Regulation 537/2014 of 16 April 2014.