Merger auditor in Paris: exchange-ratio and merger report

Are you preparing a merger-acquisition, a merger by formation of a new company or a demerger? Unless all shareholders unanimously waive it, the appointment of a merger auditor (commissaire à la fusion) is required under article L.236-10 of the French Commercial Code. The mission: issue a written report on the terms of the operation and verify that the exchange ratio (the parity) offered to shareholders is fair.

Samuel Hayot is a statutory auditor (commissaire aux comptes) registered on the list drawn up by the Haute autorité de l'audit (H2A) and a member of the Compagnie régionale des commissaires aux comptes de Paris. He acts as merger auditor from the Hayot Expertise office at 58 rue de Monceau, 75008 Paris, or remotely throughout France, and checks the values retained and the exchange ratio, in liaison with the companies' advisers. Request a quote within 24 hours or book a meeting.

In short: fees from €3,500 excl. VAT; report in 5 to 25 days depending on complexity; engagement run remotely throughout France; the engagement is not paid online, the quote follows a review of the merger plan and the independence check.

The appointment is required for mergers and demergers, unless all shareholders or members of all participating companies unanimously agree to waive it.

Article L.236-10 of the French Commercial Code entrusts the merger auditor with a mission carried out under personal liability, in two parts:

1. A written report on the terms of the merger: it sets out the methods used to determine the exchange ratio, assesses their adequacy, the resulting valuations and any special valuation difficulties.
2. Verification of the exchange ratio: it confirms that the relative values assigned to the companies' shares are sound and that the exchange ratio is fair for shareholders, especially minorities.

Where the operation includes in-kind contributions or special benefits, the merger auditor also issues the report required by article L.225-147 on the value of the contributions; if the shareholders have waived the merger auditor, a contribution auditor appointed under article L.225-8 issues it (article L.236-10, III).

Our view. The merger auditor's report does not "block" the operation: it is not binding, and shareholders vote freely in light of its conclusions. Its value lies elsewhere: a solid report, grounded in several consistent methods, defuses parity disputes (often raised by minorities) and reassures banks and investors.

The merger auditor is appointed by court order: at the request of the participating companies, the president of the commercial court appoints the auditor. In Paris, this is the tribunal des activités économiques de Paris, the name of the Paris commercial court since 1 January 2025.

The auditor is chosen from the statutory auditors on the list drawn up by the Haute autorité de l'audit (H2A) or from the experts on a list drawn up by the courts (articles R. 236-9 and R. 22-10-7 of the French Commercial Code); in practice, the engagement usually goes to a statutory auditor. The auditor complies with the independence and incompatibility rules of article L.821-31 (no conflict of interest with the participating companies) and is covered by professional liability insurance.

Waiver. Shareholders of all companies may unanimously waive the appointment of a merger auditor. A single shareholder's objection makes the appointment mandatory again. If the operation includes in-kind contributions, a contribution auditor is then still required to report on their value (article L. 236-10, III).

Step 1: Settle the merger plan#

The directors of the participating companies draw up the merger plan: valuations, proposed exchange ratio, legal, accounting and tax terms. The auditor's report covers these terms.

Step 2: Court appointment#

At the companies' request, the president of the commercial court appoints the merger auditor by court order (article L.236-10). Absent a unanimous waiver, this appointment is mandatory.

Step 3: Engagement letter and documents#

Scoping of the operation, timeline, fixed fees and list of documents: financial statements, draft merger agreement, business plans, valuations, key contracts.

Step 4: Valuation and parity procedures#

Application of the CNCC technical opinion on merger audit engagements (December 2024): assessment of relative values, review of the methods used, cross-checks, analysis of intangible assets and latent liabilities.

Step 5: Report and availability to shareholders#

The report concludes on the adequacy of the methods and the fairness of the exchange ratio. It is made available to the shareholders of each company, at the registered office, at least thirty days before the meeting voting on the merger (article R. 236-4 of the French Commercial Code), together with the merger plan and the companies' accounts.

• Merger plan or draft agreement, with the values retained and the proposed exchange ratio;
• Annual accounts of the participating companies and, where the latest accounts are old, an interim statement;
• Business plans and any expert appraisals (real estate, intangible assets);
• Material contracts, off-balance-sheet commitments and pending disputes;
• Articles of association and capital structure of each company.

The report is delivered in 5 to 25 days depending on complexity. As it must be available to shareholders at least thirty days before the meeting, the timetable is built backwards from the target date.

To get a quote, describe the transaction, the participating companies and their form, the proposed values and the target meeting dates, through the quote request or at contact@hayot-expertise.fr. The engagement is not paid online: the quote follows a review of the plan and the independence check.

Take a merger-acquisition where Company A is valued at €10M and Company B at €18M. The gross exchange ratio is 10/18, i.e. 0.56 B shares for 1 A share. The merger auditor checks three points: that the €10M and €18M valuations are supported by appropriate methods; that the 0.56 ratio neither unduly favours nor disadvantages a shareholder group; and that ancillary terms (additional contributions, special benefits, timing) do not alter the real parity.

A family holding company plans to absorb its operating subsidiary, held at 85%, the balance split between two minority shareholders. The proposed exchange ratio valued the subsidiary on its book net assets alone, ignoring a portfolio of recurring contracts and surplus cash. In this type of file, we cross-check three methods (revalued net assets, discounted cash flows, sector comparables): the gap reveals an undervaluation of the subsidiary, and therefore an exchange ratio that disadvantages the minorities. The report documents the correction, secures the parity and defuses the dispute before the general meeting. In parallel, the transfer of the absorbed company's carry-forward tax losses is secured by the approval under article 209 II, within the favourable regime of article 210 A. An illustrative example only: every operation is assessed on its supporting documents.

A merger may qualify for the favourable regime of article 210 A of the French Tax Code: tax neutrality, with deferral of capital gains on the assets transferred, subject to the undertakings given by the acquiring company. The transfer of the target's tax losses to the acquirer normally requires approval (article 209 II), granted under conditions. Merger deeds under the favourable regime are registered free of charge. A prior tax analysis, conducted with your adviser, is essential: this is often where the value of the operation is won or lost.

Fees are fixed, confirmed in writing within 24 hours of reviewing the file. The initial scoping is free. Request a quote.

1. Parity contested by minorities. A poorly justified exchange ratio is the leading cause of blockage and post-merger litigation. The auditor's report is, for minorities, the main guarantee of fairness: overlooking it invites a challenge.
2. Intangible assets and latent liabilities. Brand, client portfolio, technology, litigation, guarantees given: these hard-to-value items weigh heavily on parity. The auditor must objectify them.
3. Lost tax losses. Without approval (article 209 II) or appropriate structuring, the target's tax losses may be lost. Anticipating the tax angle avoids this waste.

• Samuel Hayot, statutory auditor registered with the H2A, authorised to sign the merger report, member of the CRCC de Paris, covered by professional liability insurance.
• Independence checked before any engagement: no link with the participating companies (article L. 821-31), neutrality between their shareholders.
• Valuation expertise: application of CNCC standards, multiple documented methods, neutrality towards the parties.
• Coordination with your M&A counsel and tax advisers to secure the timeline and the acquirer's undertakings.
• Transparency: fixed-fee quote within 24 hours, clear engagement letter, free initial scoping.

• Pillar article: Merger auditor: role, engagement and fees
• Understanding the operation: Merger by absorption: procedure and tax
• Adjacent engagement: Contribution auditor in Paris
• Adjacent engagement: Transformation auditor in Paris
• Statutory audit: Statutory auditor in Paris 8
• Sale and M&A: Sell-side and M&A advisory

Article written and reviewed by Samuel Hayot, chartered accountant registered with the Paris Île-de-France Order of Chartered Accountants and French statutory auditor registered on the list maintained by the High Authority for Audit (H2A), member of the Compagnie régionale des commissaires aux comptes de Paris (CRCC Paris). Hayot Expertise, 58 rue de Monceau, 75008 Paris. Updated: 23 October 2026.

Legal and professional sources cited. French Commercial Code, article L.236-10 (merger auditor) and the merger and demerger regime (articles L.236-1 et seq., reformed by Ordinance no. 2023-393 of 24 May 2023), articles L.225-8, L.225-147, L.821-13 and L.821-31, R.22-10-7, R.236-4 and R.236-9 (Légifrance). Ordinance no. 2023-1142 of 6 December 2023 creating the High Authority for Audit (effective 1 January 2024). French Tax Code, articles 210 A (favourable merger regime) and 209 II (transfer of tax losses subject to approval). CNCC technical opinion on merger audit engagements (December 2024 edition). Code of ethics of the French statutory auditor profession.

Note. This article is informational and reflects the state of the law on the last update date. Every merger or demerger requires a full review of your situation and supporting documents (accounts, merger agreement, contracts). Contact the firm for tailored scoping.