Transformation auditor in Paris — Converting to SAS or SA

Transformation auditor in Paris — balance-sheet attestation when converting to SAS or SA#

Is your company changing its legal form: a SARL becoming a SAS, an EURL converting to a SASU, a partnership becoming a joint-stock company? When a company transforms into a joint-stock company and has no statutory auditor, appointing a transformation auditor (commissaire à la transformation) is a legal requirement under article L.224-3 of the French Commercial Code. The mission: appraise the value of the company's assets and any special benefits, and certify that equity supports the share capital of the new form.

Hayot Expertise, a chartered-accountancy and audit firm whose principal is a French statutory auditor registered on the list maintained by the High Authority for Audit (H2A) and a member of the CRCC de Paris, is based at 58 rue de Monceau, 75008 Paris and works throughout France. We carry out the transformation audit engagement together with the tax analysis it calls for. Request a quote within 24 hours or book a meeting.

The appointment is required when three conditions are met:

• your company has no statutory auditor in office;
• it is transforming into a joint-stock company (SAS, SA, SCA, European company);
• the transformation is resolved by the shareholders (extraordinary collective decision).

If your company already has a statutory auditor, that auditor issues the transformation report: no separate appointment is needed.

Decision table — transformation types#

Article L.224-3 of the French Commercial Code entrusts the transformation auditor with an assessment, under personal liability, covering:

1. The value of the assets composing the company's property: an inventory and valuation of the assets (fixed assets, inventory, receivables, goodwill, securities, trademarks, software) to verify they support the declared capital.
2. Special benefits: any benefit granted to a shareholder or third party in connection with the transformation (a lease on preferential terms, a guarantee, a transition fee, a debt waiver).
3. The equity attestation: the auditor states whether equity is at least equal to the share capital of the transformed form.

Shareholders then rule on the valuation of the assets and the grant of special benefits; they may only reduce these values unanimously. Absent express approval recorded in the minutes, the transformation may be annulled.

Equity below share capital: what it really changes#

A frequent question: "what happens if my equity is lower than the capital I am targeting?"

Contrary to a common belief, this is not an automatic bar to the transformation. The attestation is an information obligation, not a suspensive condition: the auditor notes the shortfall in the report, and the operation may proceed provided business continuity is ensured. This is distinct from the capital-restoration obligation (articles L.223-42 and L.225-248 of the French Commercial Code), which applies, independently of any transformation, when equity falls below half the share capital.

Our view. The auditor does not "save" your transformation: they document the true state of your assets. That is precisely what secures the operation in the eyes of shareholders, banks and future investors.

Only a statutory auditor registered on the list maintained by the High Authority for Audit (H2A) may perform the engagement. The H2A is the independent public authority that succeeded the Haut Conseil du Commissariat aux Comptes (H3C) on 1 January 2024 (Ordinance no. 2023-1142 of 6 December 2023). Registration guarantees continuing education, professional liability insurance and compliance with the profession's code of ethics.

• You already have a statutory auditor: they issue the transformation report. Often the smoothest route, as they already know your file.
• You have no statutory auditor: shareholders appoint a transformation auditor unanimously, by private deed. Failing unanimity, any interested party petitions the president of the Commercial Court, who appoints by court order. In Paris, the competent court is the Tribunal de commerce de Paris (1 quai de la Corse, 75004 Paris).

Step 1 — Scoping#

We review your balance sheet, your assets, the special benefits envisaged and the tax regime of the target form (SAS or SA) together. This initial scoping identifies the watchpoints and prices the engagement.

Step 2 — Quote and engagement letter#

We issue a fixed-fee quote within 24 hours and an engagement letter setting the scope, timeline, fees and the list of documents (financial statements, tax return, inventories, key contracts, draft bylaws).

Step 3 — Appointment#

Shareholders appoint the transformation auditor unanimously (signed minutes). Failing agreement, the appointment is made by court order of the president of the Commercial Court.

Step 4 — Appraisal procedures#

Application of the CNCC information note "The statutory auditor and corporate-form transformations": analysis of the balance sheet and equity, review of inventory, receivables and liabilities, latent liabilities and special benefits, interviews with management.

Step 5 — Report#

The written report sets out the methods used, the value of the assets and special benefits, and the equity attestation. It is made available to shareholders before the transformation vote.

Step 6 — Formalities#

New bylaws, a notice in a legal gazette, filing via the INPI single window, and the Kbis update. The company keeps its SIREN number.

A transformation is, in principle, tax-neutral: the legal entity continues (same SIREN, same contracts, same employees) and taxation carries on without an immediate charge.

The pitfall is a change in tax regime. If the transformation involves a shift from individual taxation to corporate tax (or vice versa), the operation in principle triggers the tax consequences of a cessation of business (article 202 ter of the French Tax Code): taxation of deferred profits and latent gains. A relief regime exists under conditions (article 221 bis). A prior tax analysis, built into our engagement, is essential.

Fees depend on the size and complexity of the balance sheet, the presence of intangible assets and the number of special benefits to assess.

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

1. The gap between actual equity and intended capital. Depreciated inventory, doubtful receivables, poorly documented partner current accounts: the auditor's adjustments may reduce the capital you can declare. Better anticipated than discovered at the meeting.
2. Overlooked special benefits. A lease granted to the director at preferential rates, a guarantee, an exclusivity clause: these benefits must be made explicit. Omitting them exposes the transformation to annulment for lack of express approval.
3. The change in tax regime. Switching from individual to corporate taxation during the transformation can trigger a substantial immediate tax charge. Planning ahead avoids unpleasant surprises.

• Statutory auditor registered with the H2A, authorised to sign the transformation report, member of the CRCC de Paris, covered by professional liability insurance.
• Combined chartered-accountancy and audit firm: a coherent accounting, legal and tax reading without multiplying advisers.
• Integrated tax analysis: each engagement comes with an income/corporate-tax review and anticipation of the tax consequences.
• Paris 8 base, nationwide engagements: files handled remotely throughout France using paperless tools.
• Transparency: fixed-fee quote within 24 hours, clear engagement letter, free initial scoping.